Forward-looking statements
This discussion contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements reflect our
current views with respect to future events and financial performance. The words
"believe," "expect," "anticipate," "intend," "estimate," "forecast," "project,"
"should," "will," "continue" and similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All forecasts and projections in this document
are "forward-looking statements," and are based on management's current
expectations or beliefs. From time to time, we may also provide oral and written
forward-looking statements in other materials we release to the public, such as
press releases, presentations to securities analysts or investors, or other
communications by the Company. Any or all of our forward-looking statements in
this report and in any public statements we make could be materially different
from actual results.

Accordingly, we wish to caution investors that any forward-looking statements
made by or on behalf of the Company are subject to uncertainties and other
factors that could cause actual results to differ materially from such
statements. Information about factors that could materially affect our results
can be found in the "Risk Factors" section of our Annual Report on Form 10-K for
the year ended February 29, 2020 and in subsequent filings with the U.S.
Securities and Exchange Commission, including this Quarterly Report on Form
10-Q.

We also wish to caution investors that other factors might in the future prove
to be important in affecting the Company's results of operations. New factors
emerge from time to time; 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. We undertake no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

Overview


We are a leader in certain technologies involving the design and development of
value-added glass and metal products and services for enclosing commercial
buildings and framing and displays. Our four reporting segments are:
Architectural Framing Systems, Architectural Glass, Architectural Services and
Large-Scale Optical (LSO).

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The ongoing COVID-19 pandemic continues to cause volatility and uncertainty in
global markets impacting worldwide economic activity. We have experienced some
delays in commercial construction projects and orders as a result of COVID-19.
In our Architectural Glass and Architectural Framing segments, orders have been
delayed or have slowed, as customers and end markets face some uncertainty and
delays in timing of work. In our Architectural Services segment, some
construction site closures or project delays have occurred, and job sites have
had to adjust to increased physical distancing and health-related precautions.
Within our LSO segment, many customers reopened and the segment's two
manufacturing locations resumed normal operations during the second quarter,
after being shutdown for most of the first and second quarters, in response to
governmental "stay at home" directives. We have also been impacted by
quarantine-related absenteeism among our workforce, resulting in labor and
capacity constraints at some of our facilities. The extent to which COVID-19
will continue to impact our business will depend on future developments and
public health advancements, which are highly uncertain and cannot be predicted
with confidence. However, by the end of the second quarter, we have continued to
see signs of improvement, including the reopening of retailers, moderating
project delays and fewer workforce absences.

Furthermore, in response to COVID-19, we have implemented a variety of
countermeasures to promote the health and safety of our employees during this
pandemic, including health screening, physical distancing practices, enhanced
cleaning, use of personal protective equipment, business travel restrictions,
and remote work capabilities, in addition to quarantine-related paid leave and
other employee assistance programs.

The following selected financial data should be read in conjunction with the
Company's Form 10-K for the year ended February 29, 2020 and the consolidated
financial statements, including the notes to consolidated financial statements,
included therein.

Highlights of Second Quarter of Fiscal 2021 Compared to Second Quarter of Fiscal 2020



Net sales
Consolidated net sales decreased 10.5 percent, or $37.6 million, and decreased
14.6 percent, or $103.8 million, for the three- and six-month periods ended
August 29, 2020, respectively, compared to the same periods in the prior year,
reflecting COVID-19 and market-related volume declines in three of the Company's
segments.

The relationship between various components of operations, as a percentage of net sales, is presented below:


                                                      Three Months Ended                                               Six Months Ended
                                            August 29, 2020         August 31, 2019         August 29, 2020         August 31, 2019
Net sales                                           100.0  %                100.0  %                100.0  %                 100.0  %
Cost of sales                                        76.2                    75.9                    77.6                     76.5
Gross profit                                         23.8                    24.1                    22.4                     23.5
Selling, general and administrative
expenses                                             16.6                    16.4                    17.5                     16.4
Operating income                                      7.3                     7.7                     4.9                      7.1
Interest expense, net                                 0.4                     0.7                     0.5                      0.7
Other income, net                                     0.4                     0.1                       -                      0.1
Earnings before income taxes                          7.2                     7.1                     4.5                      6.4
Income tax expense                                    1.7                     1.7                     1.1                      1.6
Net earnings                                          5.5  %                  5.4  %                  3.4  %                   4.8  %
Effective tax rate                                   23.7  %                 24.0  %                 24.4  %                  24.2  %



Gross profit
Gross profit as a percent of sales was 23.8 percent and 22.4 percent for the
three- and six-month periods ended August 29, 2020, compared to 24.1 percent and
23.5 percent for the three- and six-month periods ended August 31, 2019. The
decrease in both periods of fiscal 2021 compared to fiscal 2020 was largely
driven by lower volumes due to COVID-19 and market-related project delays.

Selling, general and administrative (SG&A) expenses
SG&A expenses as a percent of sales were 16.6 percent and 17.5 percent for the
three- and six-month periods ended August 29, 2020, compared to 16.4 percent in
each of the prior year three- and six-month periods. SG&A increased as a percent
of sales compared to the same periods in the prior year due to reduced leverage
on lower sales, partially offset by the impact of temporary cost reduction
actions taken by the Company in response to the current COVID-19 environment,
procurement savings, and other cost reduction activities.
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Income tax expense
The effective tax rate in the second quarter of fiscal 2021 was 23.7 percent,
compared to 24.0 percent in the same period last year, and 24.4 percent for the
first six months of fiscal 2021, compared to 24.2 percent in the prior year
period.

Segment Analysis

Architectural Framing Systems


                                                         Three Months Ended                                                                                   Six Months Ended
(In thousands)                      August 29, 2020         August 31, 2019           % Change            August 29, 2020         August 31, 2019           % Change
Net sales                          $      152,927          $      187,394                 (18.4) %       $      303,091          $      367,916                (17.6) %
Operating income                           11,697                  15,523                 (24.6) %               18,993                  27,796                (31.7) %
Operating margin                              7.6  %                  8.3  %                                        6.3  %                  7.6  %


Architectural Framing Systems net sales declined $34.5 million, or 18.4 percent,
and $64.8 million, or 17.6 percent, for the three- and six-month periods ended
August 29, 2020, compared to the prior-year periods, reflecting COVID-19-related
project delay and lower order volume.

Operating margin decreased 70 and 130 basis points for the three- and six-month
periods of the current year, compared to the same periods in the prior year,
reflecting leverage on the lower revenue, partially offset by the cost
reductions referenced above and improved productivity.

As of August 29, 2020, segment backlog was approximately $404 million, compared
to approximately $421 million as of the end of the prior quarter, reflecting the
decline in order volume. Backlog represents the dollar amount of signed
contracts or firm orders, generally as a result of a competitive bidding
process, which may be expected to be recognized as revenue in the future.
Backlog is not a term defined under U.S. GAAP and is not a measure of contract
profitability. We view backlog as one indicator of future revenues, particularly
in our longer-lead time businesses. In addition to backlog, we have a
substantial amount of projects with short lead times that book-and-bill within
the same reporting period and are not included in backlog. We have strong
visibility beyond backlog, as projects awarded, verbal commitments and bidding
activities are not included in backlog.

Architectural Glass
                                                         Three Months Ended                                                                                   Six Months Ended
(In thousands)                      August 29, 2020         August 31, 2019           % Change            August 29, 2020         August 31, 2019           % Change
Net sales                          $       86,584          $       99,138                 (12.7) %       $      163,495          $      199,429                (18.0) %
Operating income                            4,976                   6,460              (23.0)%                    4,482                  12,859                (65.1) %
Operating margin                              5.7  %                  6.5  %                                        2.7  %                  6.4  %


Net sales decreased $12.6 million, or 12.7 percent, and 35.9 million, or 18.0
percent, for the three- and six-month periods ended August 29, 2020, compared to
the same periods in the prior year. The decrease reflects lower volumes due to
COVID-19-related project delays and lower order volume due to market-related
softness.

Operating margin decreased 80 and 370 basis points for the three- and six-month
periods of the current year, compared to the same periods in the prior year. The
decline in operating margin in the current quarter compared to the second
quarter of last year is due to the lower volume, partially offset by strong
factory productivity, COVID-19 related temporary cost reductions, and
procurement savings. For the year-to-date period, operating margin declined due
to leverage on the lower volume and the impact of COVID-19-related costs.
Architectural Services
                                                         Three Months Ended                                                                                  Six Months Ended
(In thousands)                      August 29, 2020         August 31, 2019           % Change            August 29, 2020         August 31, 2019          % Change
Net sales                          $       73,670          $       61,597                  19.6  %       $      137,221          $      126,744                 8.3  %
Operating income                            6,569                   3,976                  65.2  %               11,912                   8,549                39.3  %
Operating margin                              8.9  %                  6.5  %                                        8.7  %                  6.7  %


Architectural Services net sales increased $12.1 million, or 19.6 percent, and
$10.5 million, or 8.3 percent, for the three- and six-month periods ended August
29, 2020, over the same periods in the prior year, on strong project cost flow.
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Operating margin increased 240 and 200 basis points for the three- and six-month
periods of the current year, compared to the same periods in the prior year,
driven by strong project execution, procurement cost reductions and temporary
cost reduction actions taken in response to COVID-19.
As of August 29, 2020, segment backlog was approximately $665 million, compared
to approximately $685 million as of the end of the prior quarter. Backlog is
described within the Architectural Framing Systems discussion above.

Large-Scale Optical (LSO)
                                                         Three Months Ended                                                                                   Six Months Ended
(In thousands)                      August 29, 2020         August 31, 2019           % Change            August 29, 2020         August 31, 2019           % Change
Net sales                          $       16,860          $       20,785                 (18.9) %       $       23,171          $       42,045                 (44.9) %
Operating income                            2,149                   4,630              (53.6)                      (984)                  8,807                (111.2) %
Operating margin                             12.7  %                 22.3  %                                       (4.2) %                 20.9  %


LSO net sales decreased $3.9 million or 18.9 percent, and $18.9 million, or 44.9
percent, for the three- and six-month periods ended August 29, 2020, over the
same periods in the prior year. In the second quarter, the segment's customers
had largely reopened, after having been closed for most of the first quarter due
to COVID-19-related restrictions. In addition, the segment's two primary
manufacturing locations resumed normal operations during the quarter, after
being closed for most of the first and second quarters.

In the current quarter, the segment had operating income of $2.1 million and
operating margin of 12.7 percent compared to operating income of $4.6 million
and operating margin of 22.3 percent in last year's second quarter, reflecting
decreased leverage on the lower revenue, partially offset by temporary
COVID-19-related cost reductions and effective cost management. The segment had
an operating loss of $1.0 million and operating margin of (4.2) percent for the
six-month period ended August 29, 2020, compared to operating income of $8.8
million and operating margin of 20.9 percent for the same period of the prior
year, reflecting the impact of the segment's temporary shutdown and resulting
lower volume discussed above.

Liquidity and Capital Resources
Selected cash flow data                                     Six Months Ended
(In thousands)                                   August 29, 2020       August 31, 2019
Operating Activities
Net cash provided by operating activities       $         85,330      $         17,802
Investing Activities
Capital expenditures                                     (14,224)              (22,559)

Financing Activities
Borrowings on line of credit                             192,581               184,500
(Repayment) borrowings on debt                            (5,400)           

150,000


Payments on line of credit                              (237,500)           

(307,500)


Repurchase and retirement of common stock                 (4,731)              (20,010)
Dividends paid                                            (9,751)               (9,203)



Operating Activities. Cash provided by operating activities was $85.3 million
for the first six months of fiscal 2021, an increase of $67.5 million compared
to the prior-year period, reflecting strong working capital management.

Investing Activities. Net cash used in investing activities was $15.2 million
for the first six months of fiscal 2021, driven by capital expenditures of $14.2
million, while in the first six months of the prior year, net cash used by
investing activities was $23.0 million, due to capital expenditures of $22.6
million. Given the uncertain economic environment in fiscal 2021, we have
limited our capital spending to the most critical or high return capital
projects.

Financing Activities. Net cash used by financing activities was $66.1 million
for the first six months of fiscal 2021, compared to net cash used by financing
activities of $4.7 million for the prior-year period, primarily due to $47.5
million of net payments on the line of credit in the current year, compared to
net borrowings of $27.0 million in the prior-year period. At August 29, 2020, we
were in compliance with the financial covenants on our credit facility and term
loan.

We paid dividends totaling $9.8 million ($0.3750 per share) in the first six
months of fiscal 2021, compared to $9.2 million ($0.3500 per share) in the
comparable prior-year period. In March 2020, we repurchased 231,492 shares under
our authorized share repurchase program, for a total cost of $4.7 million. We
did not repurchase any shares under this program during the
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second quarter. In the first six months of fiscal 2020, we repurchased 531,997
shares under our authorized share repurchase program, for a total cost of $20.0
million. Since the inception of the share repurchase program in 2004, we have
purchased a total of 6,186,404 shares, at a total cost of $179.1 million. We
currently have remaining authority to repurchase an additional 2,063,596 shares
under this program. We will continue to evaluate making future share
repurchases, considering our cash flow and debt levels, market conditions,
including the continuing effects of the COVID-19 pandemic, and other potential
uses of cash.

Other Financing Activities. The following summarizes our significant contractual obligations that impact our liquidity as of August 29, 2020:


                                                                                           Payments Due by Fiscal Period
                                    Remainder of
(In thousands)                      Fiscal 2021           Fiscal 2022           Fiscal 2023           Fiscal 2024           Fiscal 2025           Thereafter            Total
Debt obligations                   $         -          $    152,000          $      1,000          $          -          $      2,672          $    12,000          $ 167,672
Operating leases
(undiscounted)                           6,443                12,081                11,081                 9,122                 7,307               14,748             60,782
Purchase obligations                    95,815                79,623                 1,498                   897                   770                2,310            180,913
Total cash obligations             $   102,258          $    243,704          $     13,579          $     10,019          $     10,749          $    29,058          $ 409,367



We acquire the use of certain assets through operating leases, such as property,
manufacturing equipment, vehicles and other equipment. Purchase obligations in
the table above relate to raw material commitments and capital expenditures.

We expect to make contributions of $0.7 million to our defined-benefit pension plans in fiscal 2021, which will equal or exceed our minimum funding requirements.



As of August 29, 2020, we had reserves of $4.2 million for unrecognized tax
benefits. We expect approximately $0.4 million of the unrecognized tax benefits
to lapse during the next 12 months. We are unable to reasonably estimate in
which future periods the remaining unrecognized tax benefits will ultimately be
settled.

We are required, in the ordinary course of business, to provide surety or
performance bonds that commit payments to our customers for any non-performance.
At August 29, 2020, $1.1 billion of these types of bonds were outstanding, of
which $589.1 million is in our backlog. These bonds do not have stated
expiration dates. We have never been required to make payments under surety or
performance bonds with respect to our existing businesses.

Due to our ability to generate strong cash from operations and our borrowing
capability under our committed revolving credit facility, we believe that our
sources of liquidity will continue to be adequate to fund our working capital
requirements, planned capital expenditures and dividend payments for at least
the next 12 months.

COVID-19 Consideration. While we believe we have adequate sources of liquidity
to continue to fund our business for at least the next 12 months, the extent to
which the ongoing COVID-19 situation may impact our results of operations or
liquidity is uncertain. To date, we have experienced some delays in commercial
construction projects and orders due to COVID-19. While the construction and
construction-related industries are considered an "essential business or
service" in most jurisdictions in which we operate, site closures or project and
order delays have occurred and increased social distancing and health-related
precautions are required on many work sites, which have caused and may continue
to cause additional project delays and additional costs to be incurred. Within
the LSO segment, after being closed for most of the first and second quarters,
we have resumed normal operations at the segment's two manufacturing locations
during the quarter and many of our customer's retail locations have also
reopened. We expect this global pandemic to continue to have an impact on our
revenue and our results of operations, the size and duration of which we are
currently unable to predict. At this time, we do not expect that the impact from
the coronavirus outbreak will have a significant effect on our liquidity. As
demonstrated during the first and second quarters, we have taken steps to
increase available cash on hand including, but not limited to, active working
capital management and targeted reductions in discretionary operating expenses
and capital expenditures. Given the continuously evolving developments with
respect to this pandemic, we cannot reasonably estimate the magnitude of the
impact to our results of operations, liquidity or financial position. To the
extent that our customers and suppliers are adversely impacted by the
coronavirus outbreak, this could reduce the availability, or result in delays,
of materials or supplies, or delays in customer payments, which in turn could
materially interrupt our business operations, thereby negatively affecting our
results of operations, and/or impact our liquidity.


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Related Party Transactions
No material changes have occurred in the disclosure with respect to our related
party transactions set forth in our Annual Report on Form 10-K for the fiscal
year ended February 29, 2020.

Critical Accounting Policies
No material changes have occurred in the disclosure of our critical accounting
policies set forth in our Annual Report on Form 10-K for the fiscal year ended
February 29, 2020, other than as described in our Current Report on Form 10-Q
for the fiscal quarter ended May 30, 2020 and as noted below.

Goodwill and indefinite-lived intangible asset impairment
Goodwill
We evaluate goodwill for impairment annually at our year-end, or more frequently
if events or changes in circumstances indicate the carrying value of the
goodwill may not be recoverable. During the first quarter of fiscal 2021, we
identified qualitative indicators of impairment, including a significant decline
in our stock price and market capitalization, along with concerns resulting from
the COVID-19 pandemic at four of our nine identified reporting units. Therefore,
we performed an interim goodwill impairment evaluation as of May 30, 2020. If
the fair value of a reporting unit exceeds the carrying value, goodwill
impairment is not indicated. Our accounting policy related to goodwill has not
changed from that disclosed in our Annual Report on Form 10-K.

Based on the results of the interim quantitative goodwill impairment analysis,
the estimated fair value of each reporting unit exceeded its carrying value and,
therefore, goodwill impairment was not indicated as of May 30, 2020. However,
the estimated fair value did not exceed carrying value by a significant margin
at two reporting units within the Architectural Framing Systems segment, EFCO
and Sotawall, which had goodwill balances of $90.4 million and $26.7 million,
respectively, at May 30, 2020. We utilized a discount rate of 11.0 percent in
determining the discounted cash flows for EFCO and a discount rate of 10.4
percent in determining the discounted cash flows for Sotawall. We utilized a
long-term growth rate of 3.0 percent in our fair value analysis for all
reporting units. If our discount rates were to increase by 100 basis points at
Sotawall and EFCO, the fair value of these reporting units would fall below
carrying value, which would indicate impairment of the goodwill. Additionally,
this discounted cash flow analysis is dependent upon achieving forecasted levels
of revenue and profitability. If revenue or profitability were to fall below
forecasted levels, or if market conditions were to decline in a material or
sustained manner, impairment could be indicated at these reporting units, and
potentially at other reporting units. During the second quarter of fiscal 2021,
no additional qualitative indicators of impairment were identified and
therefore, no interim quantitative goodwill impairment evaluation was completed
as of August 29, 2020. If the impacts that we have experienced from COVID-19
continue at the current or worsening levels, this will likely have a negative
impact on our forecasted revenue and profitability and this could result in an
indication of goodwill impairment in future periods.

Indefinite-lived intangible assets
We hold intangible assets for certain acquired trade names and trademarks which
are determined to have indefinite useful lives. We evaluate the reasonableness
of the useful life and test indefinite-lived intangible assets for impairment
annually at our year-end, or more frequently if events or changes in
circumstances indicate that it is more likely than not that the asset is
impaired. During the first quarter of fiscal 2021, we identified qualitative
indicators of impairment, including deteriorating macroeconomic conditions
resulting from the COVID-19 pandemic. Therefore, the Company performed a
quantitative indefinite-lived intangible asset impairment evaluation as of May
30, 2020. If the carrying amount of an indefinite-lived intangible asset exceeds
its fair value, an impairment loss is recognized in an amount equal to that
excess. If an impairment loss is recognized, the adjusted carrying amount
becomes the asset's new accounting basis. Our accounting policy for
indefinite-lived intangible assets has not changed from that disclosed in our
Annual Report on Form 10-K.

Fair value is measured using the relief-from-royalty method. This method assumes
the trade name or trademark has value to the extent that the owner is relieved
of the obligation to pay royalties for the benefits received from the asset.
This method requires us to estimate the future revenue from the related asset,
the appropriate royalty rate, and the weighted average cost of capital. The
assessment of fair value involves significant judgment and projections about
future performance. In determining the discounted future revenue in our fair
value analysis, we used discount rates that are appropriate with the risks and
uncertainties inherent in the respective businesses in the range of 10.9 percent
to 11.5 percent, royalty rates of 1.5 to 2.0 percent, and a long-term growth
rate of 3.0 percent. Based on our analysis, the fair value of each of our trade
names exceeded its carrying amount and impairment was not indicated. During the
second quarter of fiscal 2021, no additional qualitative indicators of
impairment were identified and therefore, no interim quantitative
indefinite-lived intangible asset impairment evaluation was completed as of
August 29, 2020. We continue to conclude that the useful life of our
indefinite-lived intangible assets is appropriate. If future revenue were to
fall below forecasted levels or if market conditions were to decline in a
material or sustained manner, due to COVID-19 or otherwise, impairment could be
indicated on one or more of our indefinite-lived intangible assets.

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