Apogee Announces Intent to Sell Harmon AutoGlass, Takes Charges for Asset Impairment, Accounts for Divestiture as Discontinued Operation.Business Editors/Automotive Writers MINNEAPOLIS--(BUSINESS WIRE)--Sept. 10, 2003 Apogee apogee (ăp`əjē), point farthest from the earth in the orbit of a body about the earth. See apsis. The farthest point. Enterprises, Inc. (Nasdaq:APOG APOG Advanced Operational Planning Group APOG Aberdeen Police Officer's Guild ), which develops and delivers value-added val·ue-add·ed adj. Of or relating to the estimated value that is added to a product or material at each stage of its manufacture or distribution: glass products and services for the architectural, large-scale large-scale adj. 1. Large in scope or extent. 2. Drawn or made large to show detail. large-scale Adjective 1. wide-ranging or extensive 2. optical and automotive industries Automotive Industries, Ltd. (Hebrew: תעשיות רכב נצרת עלית, תע"ר , today announced that it is in discussions to sell its retail auto replacement glass business, Harmon AutoGlass, as part of its long-term Long-term Three or more years. In the context of accounting, more than 1 year. long-term 1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term. strategic realignment re·a·lign tr.v. re·a·ligned, re·a·lign·ing, re·a·ligns 1. To put back into proper order or alignment. 2. To make new groupings of or working arrangements between. to focus on growth opportunities in its architectural and large-scale optical segments. Apogee has engaged Lazard Freres & Co. to assist with the sale of the retail auto glass operations; a transaction is anticipated to close before the end of fiscal 2004 (February 28, 2004). "This anticipated transaction will allow Apogee management to increase our focus on opportunities in our architectural glass products and services, and picture framing glass businesses where we have solid market positions and greater opportunities for profitable growth," said Russell Huffer huff n. A fit of anger or annoyance; a pique: stormed off in a huff. v. huffed, huff·ing, huffs v.intr. 1. To puff; blow. 2. , Apogee chairman, president and chief executive officer. "We expect to make announcements related to our strategic refocus Verb 1. refocus - focus once again; The physicist refocused the light beam" focus - cause to converge on or toward a central point; "Focus the light on this image" 2. during the second half of fiscal 2004. "Apogee's roots are in the retail auto glass business, which made significant contributions to the company in past years," he said. "But with the changes in market conditions, we believe Harmon AutoGlass is no longer a strategic fit for Apogee. Accordingly, we are aggressively pursuing the sale of Harmon AutoGlass to a buyer dedicated to the auto replacement glass industry, including auto glass insurance claims management. We believe Harmon AutoGlass can more effectively compete in a new ownership structure. We feel this will be a positive decision for Apogee and its shareholders, and for Harmon AutoGlass and its new owner, which will benefit from Harmon AutoGlass' industry-leading installation technicians and customer service." To exit this business, Apogee expects to incur To become subject to and liable for; to have liabilities imposed by act or operation of law. Expenses are incurred, for example, when the legal obligation to pay them arises. An individual incurs a liability when a money judgment is rendered against him or her by a court. an after-tax charge of $6 to $10 million, or $0.22 to $0.36 per share, during fiscal 2004 for the transaction, transition and related restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). costs. Apogee expects to record $4 to $6 million of the charge in the fiscal 2004 second quarter, ended August 30, due to a reduction of the carrying value Carrying Value Also know as "book value," it is a company's total assets minus intangible assets and liabilities, such as debt. Notes: This is different than market value, as it can be higher or lower depending on the circumstances. of Harmon AutoGlass. Apogee will account for the anticipated sale of Harmon AutoGlass as a discontinued dis·con·tin·ue v. dis·con·tin·ued, dis·con·tin·u·ing, dis·con·tin·ues v.tr. 1. To stop doing or providing (something); end or abandon: business on its consolidated financial statements Consolidated Financial Statements The combined financial statements of a parent company and its subsidiaries. Notes: Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries, they enable you to gauge . Historical financial results after the impact of discontinued operations Discontinued operations Divisions of a business that have been sold or written off and that no longer are maintained by the business. are included in this release. With the anticipated sale of Harmon AutoGlass, Apogee's automotive replacement glass and services segment will now include only its windshield manufacturing business. PPG PPG Points Per Game (basketball player statistic) PPG Power Play Goals (hockey) PPG Planning Policy Guidance (UK) PPG Programmable Pulse Generator PPG Power Puff Girls Auto Glass, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , owned 34 percent by Apogee, will continue to be reported to be spoken of; to be mentioned, whether favorably or unfavorably. See also: Report in equity in affiliates. "Regarding second quarter results, which will be reported after the market closes on September 17, we anticipate that our earnings will be from $0.10 to $0.11 per share, excluding the Harmon AutoGlass impairment Impairment 1. A reduction in a company's stated capital. 2. The total capital that is less than the par value of the company's capital stock. Notes: 1. This is usually reduced because of poorly estimated losses or gains. 2. charge. This range does include Harmon AutoGlass operating results," said Huffer. "Our earnings will be slightly below previous quarterly guidance of $0.14 to $0.18 per share due primarily to a $0.02 per share one-time charge largely resulting from the closure of a small satellite architectural paint finishing facility in Atlanta, as well as a revenue shortfall Shortfall The amount by which the capital required to fulfill a financial obligation exceeds available capital. Notes: Shortfall risk is often combated with an efficient hedging strategy created by a fund, group, institution, or individual. at Harmon AutoGlass." In its second quarter release next week, Apogee will provide updated fiscal year 2004 guidance that includes the impact of reporting Harmon AutoGlass as a discontinued operation discontinued operation A segment of a business that has been abandoned or sold or for which plans for one or another of these actions have been approved. See also continuing operations. and the related transaction charges. Forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. The discussion above contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements reflect management's expectations or beliefs as of the date of this release. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified by factors that may affect the operating results of the company, including the following: Operational risks within (A) the Architectural segment: i) competitive, price-sensitive and changing market conditions; ii) economic conditions and the cyclical cyclical Of or relating to a variable, such as housing starts, car sales, or the price of a certain stock, that is subject to regular or irregular up-and-down movements. nature of the worldwide commercial construction industry; iii) product performance, reliability or quality problems that could delay payments, increase costs, impact orders or lead to litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. ; and iv) the segment's ability to fully utilize production capacity and project managers; (B) the Auto Glass segment: i) changes in market dynamics; ii) market seasonality; iii) highly competitive, fairly mature industry; iv) performance of the PPG Auto Glass LLC joint venture; and v) possible industry consolidation; and (C) the Large-Scale Optical segment: i) new product introductions and management of product life cycles; ii) intensely competitive markets; iii) highly cyclical markets that are impacted by economic slowdowns; iv) dependence on a relatively small number of customers; and v) ability to utilize manufacturing facilities. Additional factors include: i) quarterly revenue and operating results that are volatile and difficult to predict; ii) the uncertainty of whether we will be able to complete a sale of the Harmon AutoGlass business on terms, or within a time period, acceptable to us; iii) the possibility of a material product liability event; iv) the costs of compliance with governmental regulations relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc hazardous substances; v) management of discontinued operations exiting activities; and vi) foreign currency risk related to discontinued operations. The company cautions readers that actual future results could differ materially from those described in the forward-looking statements. The company wishes to caution investors that other factors may in the future prove to be important in affecting the company's results of operations. New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. For a more detailed explanation of the forgoing for·go also fore·go tr.v. for·went , for·gone , for·go·ing, for·goes To abstain from; relinquish: unwilling to forgo dessert. and other risks and uncertainties, see Exhibit 99.1 to the company's Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended March 1, 2003. Teleconference and simultaneous webcast Apogee will host a live teleconference and webcast for investors at 9:30 a.m. Central Daylight Time tomorrow, September 11 to discuss this announcement. To participate in the teleconference, call 1-800-901-5231 toll free or 617-786-2961 international, access code 27937239. The replay will be available from 12 p.m. Central Daylight Time on Thursday, September 11, through midnight Central Daylight Time on Thursday, September 25, by calling 1-888-286-8010 toll free, access code 93887539. To listen to the live conference call over the internet, go to the Apogee web site at http://www.apog.com and click on "investor relations Investor relations The process by which the corporation communicates with its investors. " and then the webcast link at the top of that page. The webcast also will be archived on the company's web site. Apogee Enterprises, Inc., headquartered in Minneapolis, is a world leader in technologies involving the design and development of value-added glass products, services and systems. The company is organized in three segments: -- Architectural products and services companies design, engineer, fabricate, install and renovate the walls of glass and windows comprising the outside skin of commercial and institutional buildings. Businesses in this segment are: Viracon, the leading fabricator fab·ri·cate tr.v. fab·ri·cat·ed, fab·ri·cat·ing, fab·ri·cates 1. To make; create. 2. To construct by combining or assembling diverse, typically standardized parts: of coated, high-performance architectural glass for global markets; Harmon, Inc., one of the largest U.S. full-service building glass installation, maintenance and renovation companies; Wausau Window and Wall Systems, a manufacturer of custom aluminum window systems and curtainwall; and Linetec, a paint and anodizing anodizing Method of coating metal for corrosion resistance, electrical insulation, thermal control, abrasion resistance, sealing, improving paint adhesion, and decorative finishing. finisher of window frames and PVC PVC: see polyvinyl chloride. PVC in full polyvinyl chloride Synthetic resin, an organic polymer made by treating vinyl chloride monomers with a peroxide. shutters. -- Automotive replacement glass and services segment includes Viracon/Curvlite, a U.S. fabricator of aftermarket Aftermarket See: Secondary market. aftermarket See secondary market. foreign and domestic car windshields. -- Large-scale optical technologies companies develop and produce high technology glass that enhances the visual performance of products for the display, imaging and picture framing industries. Businesses in this segment are: Tru Vue, a North American value-added glass and matboard manufacturer for the custom framing and pre-framed art markets; and Viratec, a producer of optical thin film coatings for the global display, imaging and picture framing markets.
Apogee Enterprises, Inc & Subsidiaries
Sales, Operating Income, Net Earnings, & Earnings Per Share by Quarter
- F02-F04
(Dollar amounts in thousands, except for per share amounts)
(Unaudited)
----------------------------------
Fiscal 2004 Q1
----------------------------------
Net sales
- Architectural $94,944
- Large-Scale Optical 15,737
- Auto Glass 10,791
- Corporate/other (5)
---------
Total net sales $121,467
Operating income (loss)
- Architectural $946
- Large-Scale Optical (352)
- Auto Glass 1,942
- Corporate/other (608)
---------
Total operating income $1,928
Net earnings
- Continuing operations $409
- Discontinued
operations (101)
---------
Net earnings $308
Earnings per share -
basic
- Continuing operations $0.01
- Discontinued
operations -
---------
Total earnings per share
basic $0.01
Earnings per share -
diluted
- Continuing operations $0.01
- Discontinued
operations -
---------
Total earnings per share
diluted $0.01
(Unaudited)
----------------------------------------------------------------------
Fiscal 2003 Q1 Q2 Q3 Q4 Full Year
----------------------------------------------------------------------
Net sales
- Architectural $107,993 $115,739 $121,901 $113,178 $458,811
- Large-Scale Optical 16,355 20,105 21,594 21,651 79,705
- Auto Glass 12,452 11,946 10,956 11,069 46,423
- Corporate/other (1) (1) (34) (21) (57)
---------------------------------------------
Total net sales $136,799 $147,789 $154,417 $145,877 $584,882
Operating income (loss)
- Architectural $6,425 $8,409 $10,846 $6,454 $32,134
- Large-Scale Optical (918) 424 1,819 2,369 3,694
- Auto Glass 3,277 2,718 2,152 3,653 11,800
- Corporate/other (488) (622) (652) (298) (2,060)
---------------------------------------------
Total operating income $8,296 $10,929 $14,165 $12,178 $45,568
Net earnings
- Continuing operations $4,414 $7,092 $9,869 $7,506 $28,882
- Discontinued
operations 824 1,476 (2,308) 1,042 1,033
---------------------------------------------
Net earnings $5,238 $8,568 $7,561 $8,548 $29,915
Earnings per share -
basic
- Continuing operations $0.16 $0.26 $0.36 $0.28 $1.05
- Discontinued
operations 0.03 0.05 (0.08) 0.04 0.04
---------------------------------------------
Total earnings per share
basic $0.19 $0.31 $0.28 $0.32 $1.09
Earnings per share -
diluted
- Continuing operations $0.15 $0.25 $0.35 $0.27 $1.02
- Discontinued
operations 0.03 0.05 (0.08) 0.04 0.04
---------------------------------------------
Total earnings per share
diluted $0.18 $0.30 $0.27 $0.31 $1.06
Apogee Enterprises, Inc & Subsidiaries
Sales, Operating Income, Net Earnings, & Earnings Per Share by Quarter
- F02-F04
(Dollar amounts in thousands, except for per share amounts)
(Unaudited)
----------------------------------------------------------------------
Fiscal 2002 Q1 Q2 Q3 Q4 Full Year
----------------------------------------------------------------------
Net sales
- Architectural $116,225 $120,059 $124,619 $118,461 $479,364
- Large-Scale Optical 20,507 14,980 16,078 16,264 67,829
- Auto Glass 10,732 15,231 12,816 11,826 50,605
- Corporate/other - - (1) (5) (6)
---------------------------------------------
Total net sales $147,464 $150,270 $153,512 $146,546 $597,792
Operating income (loss)
- Architectural $7,020 $9,000 $9,056 $9,320 $34,396
- Large-Scale Optical (16) (1,475) (1,469) (1,390) (4,350)
- Auto Glass 158 5,370 4,311 4,237 14,076
- Corporate/other (495) (520) (273) (720) (2,008)
---------------------------------------------
Total operating income $6,667 $12,375 $11,625 $11,447 $42,114
Net earnings
- Continuing operations $4,835 $8,034 $7,124 $5,249 $25,242
- Discontinued
operations 766 2,307 (1,280) (894) 899
---------------------------------------------
Net earnings $5,602 $10,341 $5,844 $4,355 $26,142
Earnings per share -
basic
- Continuing operations $0.17 $0.28 $0.26 $0.19 $0.90
- Discontinued
operations 0.03 0.09 (0.05) (0.03) 0.04
---------------------------------------------
Total earnings per share
basic $0.20 $0.37 $0.21 $0.16 $0.94
Earnings per share -
diluted
- Continuing operations $0.17 $0.28 $0.25 $0.18 $0.88
- Discontinued
operations 0.03 0.08 (0.05) (0.03) 0.03
---------------------------------------------
Total earnings per share
diluted $0.20 $0.36 $0.20 $0.15 $0.91
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