8-K
ARMSTRONG WORLD INDUSTRIES INC (AWI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 21, 2023
ARMSTRONG WORLD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-2116 | 23-0366390 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation or organization) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 2500 Columbia Avenue P.O. Box 3001<br><br>Lancaster, Pennsylvania | 17603 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (717) 397-0611
NA
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | AWI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.
On February 21, 2023, Armstrong World Industries, Inc. (the "Company") issued a press release announcing its fourth quarter and full year 2022 consolidated financial results. The full text of the press release is attached hereto as Exhibit 99.1.
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure.
On February 21, 2023, the Company issued a press release announcing that it will report its fourth quarter and full year 2022 consolidated financial results via a webcast and conference call on February 21, 2023 at 10:00 a.m. Eastern Time which can be accessed through the “Investors” section of the Company’s website, www.armstrongceilings.com. During this report, the Company will reference a slide presentation, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| No. 99.1 | Press Release of Armstrong World Industries, Inc. dated February 21, 2023 |
|---|---|
| No. 99.2 | Earnings Call Presentation Fourth Quarter and Full Year 2022 dated February 21, 2023 |
| No. 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARMSTRONG WORLD INDUSTRIES, INC. | |
|---|---|
| By: | /s/ Austin K. So |
| Austin K. So | |
| Senior Vice President, General Counsel, Secretary and Chief Compliance Officer |
Date: February 21, 2023
EX-99
Exhibit 99.1
Armstrong World Industries Reports Fourth-Quarter and Full Year 2022 Results
Fourth-Quarter 2022 Results
• Net sales up 8% versus the prior-year quarter with Mineral Fiber segment sales up 4% and Architectural Specialties segment sales up 18%
• Operating income up 27% and diluted earnings per share from continuing operations up 22% versus the prior-year quarter
• Adjusted EBITDA up 5% and adjusted diluted earnings per share down 1% versus the prior-year quarter
Full Year 2022 Results
• Net sales up 11% versus prior year with Mineral Fiber segment sales up 8% and Architectural Specialties segment sales up 20%
• Operating income up 7% and diluted earnings per share from continuing operations up 11% versus the prior year
• Adjusted EBITDA up 4% and adjusted diluted earnings per share up 9% versus the prior year
• Issuing 2023 Guidance: Net Sales growth of 2% to 6%, adjusted EBITDA growth of 3% to 9% versus prior year
LANCASTER, Pa., Feb. 21, 2023 -- Armstrong World Industries, Inc. (NYSE:AWI), a leader in the design, innovation and manufacture of ceiling and wall solutions in the Americas, today reported fourth-quarter and full-year 2022 financial results.
“AWI delivered another quarter of sales growth across both our Mineral Fiber and Architectural Specialties segments and achieved double-digit, full-year sales growth for the total company, while navigating challenging market conditions that primarily pressured our Mineral Fiber segment results. I am particularly pleased by our team’s work in driving robust Mineral Fiber AUV growth throughout the year as well as 20% full year sales growth and EBITDA margin expansion in our Architectural Specialties segment,” said Vic Grizzle, President and CEO of Armstrong World Industries. “We expect the challenging market conditions we experienced in the fourth quarter to continue in 2023 and have incorporated into our outlook further deceleration in market demand in the second half of the year. With that in mind, our teams are intently focused on controlling the things we can and executing on our growth initiatives to outperform the market and deliver profitable growth.”
Fourth-Quarter Results from Continuing Operations
| (Dollar amounts in millions except per-share data) | For the Three Months Ended December 31, | ||||
|---|---|---|---|---|---|
| 2022 | 2021 | Change | |||
| Net sales | $ | 304.5 | $ | 282.5 | 7.8% |
| Operating income | $ | 70.6 | $ | 55.5 | 27.2% |
| Earnings from continuing operations | $ | 48.8 | $ | 41.9 | 16.5% |
| Diluted earnings per share | $ | 1.07 | $ | 0.88 | 21.6% |
| Additional Non-GAAP* Measures | |||||
| Adjusted EBITDA | $ | 92 | $ | 88 | 4.6% |
| Adjusted net income from continuing operations | $ | 49 | $ | 52 | (4.9)% |
| Adjusted diluted earnings per share | $ | 1.08 | $ | 1.09 | (0.9)% |
* The Company uses non-GAAP adjusted measures in managing the business and believes the adjustments provide meaningful comparisons of operating performance between periods and are useful alternative measures of performance. Reconciliations of the most comparable GAAP measure are found in the tables at the end of this press release. Non-GAAP figures are rounded to the nearest million with the exception of per share data.
Fourth-quarter 2022 consolidated net sales increased 7.8% from prior-year results driven by favorable Average Unit Value ("AUV") of $29 million which was partially offset by lower volumes of $7 million. Improvements in Mineral Fiber AUV were driven by strong like-for-like pricing and favorable sales mix, while lower volumes reflect decreased Mineral Fiber volume partially offset by increased Architectural Specialties sales.
Fourth-quarter operating income increased 27.2% versus the prior-year period primarily due to favorable AUV performance and a year-over-year change in acquisition-related charges, primarily due to a change in the fair value of contingent consideration related to our 2020 acquisition of TURF Design, Inc. Fourth-quarter 2022 results were also positively impacted by a reduction in intangible asset amortization. These benefits were partially offset by the negative impact from lower Mineral Fiber volumes, an increase in manufacturing costs that was primarily driven by raw material, energy and freight inflation and partially offset by improved manufacturing productivity, a reduction in Worthington Armstrong Joint Venture ("WAVE") equity earnings, and an increase in selling expenses.
Fourth-Quarter Segment Results
Mineral Fiber
| (Dollar amounts in millions) | For the Three Months Ended December 31, | ||||
|---|---|---|---|---|---|
| 2022 | 2021 | Change | |||
| Net sales | $ | 216.0 | $ | 207.2 | 4.2% |
| Operating income | $ | 61.1 | $ | 60.0 | 1.8% |
| Adjusted EBITDA* | $ | 78 | $ | 77 | 2.1% |
Fourth-quarter 2022 Mineral Fiber net sales increased 4.2% from prior-year results primarily due to $30 million of favorable AUV which was partially offset by lower volumes of $21 million. Improved AUV performance was driven by favorable like-for-like pricing and favorable channel and product mix. Sales volumes declined from prior-year results primarily due to weakening market demand in the fourth quarter and a strong prior-year period.
Fourth-quarter Mineral Fiber operating income increased 1.8% from prior-year results. The increase was driven primarily by favorable AUV of $21 million and lower selling expenses of $1 million, partially offset by a $14 million decrease from lower volumes, a $4 million decrease in WAVE equity earnings and a $4 million increase in manufacturing costs, net of improved manufacturing productivity.
Architectural Specialties
| (Dollar amounts in millions) | For the Three Months Ended December 31, | |||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | ||||
| Net sales | $ | 88.5 | $ | 75.3 | 17.5% | |
| Operating income (loss) | $ | 10.7 | $ | (3.3 | ) | Favorable |
| Adjusted EBITDA* | $ | 13 | $ | 11 | 22.3% |
Fourth-quarter 2022 net sales in Architectural Specialties increased 17.5% from prior-year results, driven by broad based growth across our product categories.
The increase in Architectural Specialties fourth-quarter operating income was positively impacted by a $7 million margin benefit from increased sales and a $3 million reduction in intangible asset amortization. These benefits were partially offset by a $3 million increase in selling expenses and a $1 million increase in manufacturing costs. The year-over-year increase in operating income also reflects a $9 million decrease in acquisition-related charges in the current period, primarily due to a change in the fair value of acquisition-related contingent consideration.
Full Year Results from Continuing Operations
| (Dollar amounts in millions) | For the Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | |||||
| Net sales | $ | 1,233.1 | $ | 1,106.6 | 11.4 | % | |
| Operating income | $ | 278.7 | $ | 260.0 | 7.2 | % | |
| Earnings from continuing operations | $ | 199.9 | $ | 185.3 | 7.9 | % | |
| Diluted earnings per share | $ | 4.30 | $ | 3.86 | 11.4 | % | |
| Additional Non-GAAP* Measures | |||||||
| Adjusted EBITDA | $ | 385 | $ | 372 | 3.7 | % | |
| Adjusted net income from continuing operations | $ | 220 | $ | 209 | 5.3 | % | |
| Adjusted diluted earnings per share | $ | 4.74 | $ | 4.36 | 8.7 | % |
Full-year net sales increased 11.4% from prior-year results, with favorable AUV contributing $94 million and higher volumes contributing $33 million. Mineral Fiber net sales increased $69 million, or 8.4%, year over year and Architectural Specialties net sales increased $58 million, or 20.0%. The increase in Mineral Fiber segment sales was driven by improved AUV partially offset by lower volumes. Favorable AUV was driven by positive like-for-like pricing impacts, partially offset by negative customer channel mix. Lower volumes resulted primarily from a reduction of inventory levels at certain customers in the first half of the 2022, in addition to weakening market demand in the second half of the year. Increased Architectural Specialties segment net sales were primarily driven by broad based growth across our product categories.
Full-year operating income increased 7.2% from prior-year results, driven by favorable AUV of $76 million, a $14 million reduction in Architectural Specialties intangible asset amortization and a $12 million margin benefit from higher volumes. Partially offsetting these benefits was a $46 million increase in manufacturing costs, primarily driven by raw material, energy and freight inflation net of a benefit from improved manufacturing productivity, an $18 million increase in selling expenses, primarily related to investments in capabilities and incentive compensation in support of increased Architectural Specialties sales and partially due to growth initiative investments, and a $10 million decrease in WAVE equity earnings. The decrease in WAVE earnings resulted primarily from lower volumes and higher steel cost, partially offset by favorable AUV. WAVE volumes in 2022 were negatively impacted throughout the year by a reduction of inventory levels at certain customers in addition to weakening market conditions in the second half of the year. Operating income was also impacted by a $9 million increase in acquisition-related charges, primarily due to the change in the fair value of contingent consideration.
Cash Flow, Credit Agreement Refinance and Share Repurchase Program
The company generated $182 million in cash flows from operating activities in 2022, compared to $187 million in 2021. Increased cash earnings were more than offset by headwinds from timing-related changes in working capital.
Net cash provided by investing activities was $28 million for 2022, compared to net cash used by investing activities of $14 million in 2021. The favorable change in cash was primarily due to an increase in dividends from our WAVE joint venture, the absence of purchase price adjustments paid to Knauf, and lower purchases of property, plant and equipment.
In December 2022, the company amended and restated its senior secured credit facility. The $950 million amended senior secured credit facility is comprised of a $500 million revolving credit facility and a $450 million term loan and now matures in December 2027.
As of December 31, 2022, total borrowings outstanding under the senior secured credit facility were $655 million.
During 2022, the company repurchased 1.9 million shares of outstanding common stock for a total cost of $165 million, excluding commissions. As of December 31, 2022, there was $349 million remaining under the Board of Director's current authorized share repurchase program**.
**On July 29, 2016, our Board of Directors approved our share repurchase program pursuant to which we are authorized to repurchase up to $1,200 million of our outstanding comment stock through December 31, 2023 (the “Program”). Repurchases under the Program may be made through open market, block and privately negotiated transactions, including Rule 10b5-1 plans, at such times and in such amounts as management deems appropriate, subject to market and business conditions, regulatory requirements and other factors. The Program does not obligate AWI to repurchase any particular amount of common stock and may be suspended or discontinued at any time without notice.
2023 Outlook
“While market conditions weakened in the second half of 2022, we achieved full-year sales growth and operating margin improvement in our Architectural Specialties segment and continued AUV expansion in our Mineral Fiber segment, offsetting inflationary headwinds,” said Chris Calzaretta, AWI CFO. “Our 2023 guidance reflects weaker economic conditions, partially offset by benefits from our growth initiatives, ongoing productivity, disciplined cost control and approximately $6 million of annualized savings from recent cost reduction actions. We expect to continue to deliver value to shareholders through our balanced and disciplined capital allocation strategy as a result of strong adjusted free cash flow growth.”
| For the Year Ended December 31, 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Dollar amounts in millions except per-share data) | 2022 Actual | Current Guidance | VPY Growth % | |||||||
| Net sales | $ | 1,233 | $ | 1,260 | to | $ | 1,310 | 2% | to | 6% |
| Adjusted EBITDA* | $ | 385 | $ | 395 | to | $ | 420 | 3% | to | 9% |
| Adjusted diluted earnings per share* | $ | 4.74 | $ | 4.80 | to | $ | 5.05 | 1% | to | 7% |
| Adjusted free cash flow* | $ | 221 | $ | 230 | to | $ | 250 | 4% | to | 13% |
Earnings Webcast
Management will host a live webcast conference call at 10:00 a.m. ET today, to discuss fourth-quarter and full-year 2022 results. This event will be available on the Company's website. The call and accompanying slide presentation can be found on the investor relations section of the company's website at www.armstrongworldindustries.com. The replay of this event will be available on the website for up to one year after the date of the call.
Uncertainties Affecting Forward-Looking Statements
Disclosures in this release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, those relating to future financial and operational results, expected savings from cost management initiatives, the performance of our WAVE joint venture, market and broader economic conditions and guidance and the impacts of COVID-19 on our business. Those statements provide our future expectations or forecasts and can be identified by our use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “outlook,” “target,” “predict,” “may,” “will,” “would,” “could,” “should,” “seek,” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. This includes annual guidance. Forward-looking statements, by their nature, address matters that are uncertain and involve risks because they relate to events and depend on circumstances that may or may not occur in the future. As a result, our actual results may differ materially from our expected results and from those expressed in our forward-looking statements. A more detailed discussion of the risks and uncertainties that could cause our actual results to differ materially from those projected, anticipated or implied is included in the “Risk Factors” and “Management’s Discussion and Analysis” sections of our reports on Form 10-K and 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”), including the Form 10-K for the year ended December 31, 2022, that the Company expects to file today. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update any forward-looking statements beyond what is required under applicable securities law.
About Armstrong and Additional Information
Armstrong World Industries, Inc. is a leader in the design, innovation and manufacture of innovative ceiling and wall system solutions in the Americas. With $1.2 billion in revenue in 2022, AWI has approximately 3,000 employees and a manufacturing network of 16 facilities, plus seven facilities dedicated to its WAVE joint venture.
More details on the Company’s performance can be found in its report on Form 10-K for the year ended December 31, 2022, that the Company expects to file with the SEC today.
Contacts
Investors: Theresa Womble, tlwomble@armstrongceilings.com or (717) 396-6354
Media: Jennifer Johnson, jenniferjohnson@armstrongceilings.com or (866) 321-6677
Reported Financial Results
(amounts in millions, except per share data)
SELECT FINANCIAL RESULTS
Armstrong World Industries, Inc. and Subsidiaries
(Quarterly data is unaudited)
| For the Three Months Ended December 31, | For the Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net sales | $ | 304.5 | $ | 282.5 | $ | 1,233.1 | $ | 1,106.6 | ||||
| Cost of goods sold | 193.0 | 180.0 | 784.0 | 701.0 | ||||||||
| Gross profit | 111.5 | 102.5 | 449.1 | 405.6 | ||||||||
| Selling, general and administrative expenses | 59.1 | 60.9 | 237.0 | 237.4 | ||||||||
| (Gain) loss related to change in fair value of contingent consideration | (2.3 | ) | 5.7 | 11.0 | (4.1 | ) | ||||||
| Equity (earnings) from joint venture | (15.9 | ) | (19.6 | ) | (77.6 | ) | (87.7 | ) | ||||
| Operating income | 70.6 | 55.5 | 278.7 | 260.0 | ||||||||
| Interest expense | 9.2 | 5.5 | 27.1 | 22.9 | ||||||||
| Other non-operating (income) | (1.9 | ) | (1.3 | ) | (6.0 | ) | (5.6 | ) | ||||
| Earnings from continuing operations before income taxes | 63.3 | 51.3 | 257.6 | 242.7 | ||||||||
| Income tax expense | 14.5 | 9.4 | 57.7 | 57.4 | ||||||||
| Earnings from continuing operations | 48.8 | 41.9 | 199.9 | 185.3 | ||||||||
| Net earnings (loss) from discontinued operations | - | - | 3.0 | (2.1 | ) | |||||||
| Net earnings | $ | 48.8 | $ | 41.9 | $ | 202.9 | $ | 183.2 | ||||
| Diluted earnings per share of common stock, continuing operations | $ | 1.07 | $ | 0.88 | $ | 4.30 | $ | 3.86 | ||||
| Diluted earnings (loss) per share of common stock, discontinued operations | $ | - | $ | - | $ | 0.07 | $ | (0.04 | ) | |||
| Diluted net earnings per share of common stock | $ | 1.07 | $ | 0.88 | $ | 4.37 | $ | 3.82 | ||||
| Average number of diluted common shares outstanding | 45.6 | 47.7 | 46.4 | 47.9 |
SEGMENT RESULTS
Armstrong World Industries, Inc. and Subsidiaries
(Quarterly data is unaudited)
| For the Three Months Ended December 31, | For the Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net Sales | ||||||||||||
| Mineral Fiber | $ | 216.0 | $ | 207.2 | $ | 887.4 | $ | 818.5 | ||||
| Architectural Specialties | 88.5 | 75.3 | 345.7 | 288.1 | ||||||||
| Total net sales | $ | 304.5 | $ | 282.5 | $ | 1,233.1 | $ | 1,106.6 | ||||
| For the Three Months Ended December 31, | For the Year Ended December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Segment operating income (loss) | ||||||||||||
| Mineral Fiber | $ | 61.1 | $ | 60.0 | $ | 260.9 | $ | 261.2 | ||||
| Architectural Specialties | 10.7 | (3.3 | ) | 21.7 | 4.2 | |||||||
| Unallocated Corporate | (1.2 | ) | (1.2 | ) | (3.9 | ) | (5.4 | ) | ||||
| Total consolidated operating income | $ | 70.6 | $ | 55.5 | $ | 278.7 | $ | 260.0 |
Selected Balance Sheet Information
| December 31, 2022 | December 31, 2021 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets | $ | 356.5 | $ | 321.9 |
| Property, plant and equipment, net | 554.4 | 542.8 | ||
| Other noncurrent assets | 776.3 | 845.3 | ||
| Total assets | $ | 1,687.2 | $ | 1,710.0 |
| Liabilities and shareholders’ equity | ||||
| Current liabilities | $ | 182.7 | $ | 209.6 |
| Noncurrent liabilities | 969.5 | 980.7 | ||
| Equity | 535.0 | 519.7 | ||
| Total liabilities and shareholders’ equity | $ | 1,687.2 | $ | 1,710.0 |
Selected Cash Flow Information
| For the Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Net earnings | $ | 202.9 | $ | 183.2 | ||
| Other adjustments to reconcile net earnings to net cash provided by operating activities | 28.8 | 26.1 | ||||
| Changes in operating assets and liabilities, net | (49.3 | ) | (22.1 | ) | ||
| Net cash provided by operating activities | 182.4 | 187.2 | ||||
| Net cash provided by (used for) investing activities | 28.2 | (13.9 | ) | |||
| Net cash (used for) financing activities | (201.9 | ) | (212.1 | ) | ||
| Effect of exchange rate changes on cash and cash equivalents | (0.8 | ) | — | |||
| Net increase (decrease) in cash and cash equivalents | 7.9 | (38.8 | ) | |||
| Cash and cash equivalents at beginning of year | 98.1 | 136.9 | ||||
| Cash and cash equivalents at end of period | $ | 106.0 | $ | 98.1 |
Supplemental Reconciliations of GAAP to non-GAAP Results (unaudited)
(Amounts in millions, except per share data)
To supplement its consolidated financial statements presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company provides additional measures of performance adjusted to exclude the impact of certain discrete expenses and income including adjusted net sales, adjusted EBITDA, adjusted diluted earnings per share (EPS) and adjusted free cash flow. Investors should not consider non-GAAP measures as a substitute for GAAP measures. The Company excludes certain acquisition related expenses (i.e. – changes in the fair value of contingent consideration, deferred compensation accruals, impact of adjustments related to the fair value of inventory and deferred revenue) for recent acquisitions. The deferred compensation accruals are for cash and stock awards that are recorded over each award's respective vesting period, as such payments are subject to the sellers’ and employees’ continued employment with the Company. The Company excludes all acquisition-related intangible amortization from adjusted earnings from continuing operations and in calculations of adjusted diluted EPS. Examples of other excluded items include plant closures, restructuring charges and related costs, impairments, separation costs, environmental site expenses and related insurance recoveries, endowment level charitable contributions, and certain other gains and losses. The Company also excludes income/expense from its U.S. Retirement Income Plan (“RIP”) in the non-GAAP results as it represents the actuarial net periodic benefit credit/cost recorded. For all periods presented, the Company was not required and did not make cash contributions to the RIP based on guidelines established by the Pension Benefit Guaranty Corporation, nor does the Company expect to make cash contributions to the plan in 2023. Adjusted free cash flow is defined as cash from operating and investing activities, adjusted to remove the impact of cash used or proceeds received for acquisitions and divestitures, environmental site expenses and related insurance recoveries. Management's adjusted free cash flow measure includes returns of investment from WAVE and cash proceeds received from the settlement of company-owned life insurance policies, which are presented within investing activities on our consolidated statement of cash flows. The Company uses these adjusted performance measures in managing the business, including communications with its Board of Directors and employees, and believes that they provide users of this financial information with meaningful comparisons of operating performance between current results and results in prior periods. The Company believes that these non-GAAP financial measures are appropriate to enhance understanding of its past performance, as well as prospects for its future performance. The Company also uses adjusted EBITDA and adjusted free cash flow as factors in determining at-risk compensation for senior management. These non-GAAP measures may not be defined and calculated the same as similar measures used by other companies. A reconciliation of these adjustments to the most directly comparable GAAP measures is included in this release and on the Company’s website. These non-GAAP measures should not be considered in isolation or as a substitute for the most comparable GAAP measures. Non-GAAP financial measures utilized by the Company may not be comparable to non-GAAP financial measures used by other companies.
In the following charts, numbers may not sum due to rounding. Non-GAAP figures are rounded to the nearest million and corresponding percentages are rounded to the nearest percent based on unrounded figures.
Consolidated Results from Continuing Operations – Adjusted EBITDA
| For the Three Months Ended December 31, | For the Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | ||||||
| Net earnings | $ | 49 | $ | 42 | $ | 203 | $ | 183 | |
| Less: Net earnings (loss) from discontinued operations | - | - | 3 | (2 | ) | ||||
| Earnings from continuing operations | $ | 49 | $ | 42 | $ | 200 | $ | 185 | |
| Add: Income tax expense | 15 | 9 | 58 | 57 | |||||
| Earnings from continuing operations before income taxes | $ | 63 | $ | 51 | $ | 258 | $ | 243 | |
| Add: Interest/other income and expense, net | 7 | 4 | 21 | 17 | |||||
| Operating Income | $ | 71 | $ | 56 | $ | 279 | $ | 260 | |
| Add: RIP expense (1) | 1 | 1 | 4 | 5 | |||||
| Add: Acquisition-related impacts (2) | - | 9 | 19 | 10 | |||||
| Operating Income, Adjusted | $ | 71 | $ | 65 | $ | 301 | $ | 275 | |
| Add: Depreciation | 17 | 16 | 68 | 63 | |||||
| Add: Amortization | 3 | 6 | 16 | 34 | |||||
| Adjusted EBITDA | $ | 92 | $ | 88 | $ | 385 | $ | 372 |
(1) RIP expense represents only the plan service cost that is recorded within Operating Income. For all periods presented, we were not required to and did not make cash contributions to our RIP.
(2) Represents the impact of acquisition-related adjustments for the fair value of acquired inventory and deferred revenue, changes in fair value of contingent consideration, deferred compensation and restricted stock expenses.
Mineral Fiber
| For the Three Months Ended December 31, | For the Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Operating Income, Reported | $ | 61 | $ | 60 | $ | 261 | $ | 261 |
| Operating Income, Adjusted | $ | 61 | $ | 60 | $ | 261 | $ | 261 |
| Add: Depreciation and amortization | 17 | 17 | 69 | 70 | ||||
| Adjusted EBITDA | $ | 78 | $ | 77 | $ | 330 | $ | 331 |
Architectural Specialties
| For the Three Months Ended December 31, | For the Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | ||||||
| Operating Income (Loss), Reported | $ | 11 | $ | (3 | ) | $ | 22 | $ | 4 |
| Add: Acquisition-related impacts (1) | - | 9 | 19 | 10 | |||||
| Operating Income, Adjusted | $ | 10 | $ | 5 | $ | 41 | $ | 14 | |
| Add: Depreciation and amortization | 3 | 6 | 14 | 27 | |||||
| Adjusted EBITDA | $ | 13 | $ | 11 | $ | 55 | $ | 40 |
(1) Represents the impact of acquisition-related adjustments for the fair value of acquired inventory and deferred revenue, changes in fair value of contingent consideration, deferred compensation and restricted stock expenses.
Unallocated Corporate
| For the Three Months Ended December 31, | For the Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Operating (Loss), Reported | $ | (1 | ) | $ | (1 | ) | $ | (4 | ) | $ | (5 | ) |
| Add: RIP expense (1) | 1 | 1 | 4 | 5 | ||||||||
| Operating (Loss), Adjusted | $ | - | $ | - | $ | - | $ | (1 | ) | |||
| Add: Depreciation and amortization | - | - | - | 1 | ||||||||
| Adjusted EBITDA | $ | - | $ | - | $ | - | $ | - |
(1) RIP expense represents only the plan service cost that is recorded within Operating Income. For all periods presented, we were not required to and did not make cash contributions to our RIP.
Adjusted Free Cash Flow
| For the Three Months Ended December 31, | For the Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||
| Net cash provided by operating activities | $ | 63 | $ | 49 | $ | 182 | $ | 187 | ||
| Net cash provided by (used for) investing activities | $ | 20 | $ | (9 | ) | $ | 28 | $ | (14 | ) |
| Net cash provided by operating and investing activities | $ | 83 | $ | 41 | $ | 211 | $ | 173 | ||
| Add: Acquisitions, net | 3 | - | 3 | 1 | ||||||
| Add: Payments related to sale of international, net | - | - | - | 12 | ||||||
| (Less)/Add: Net environmental expenses | - | (1 | ) | 1 | (1 | ) | ||||
| Add: Contingent consideration in excess of acquisition-date fair value (1) | - | - | 2 | - | ||||||
| Add: Arktura deferred compensation (2) | 5 | 5 | 5 | 5 | ||||||
| Adjusted Free Cash Flow | $ | 91 | $ | 45 | $ | 221 | $ | 190 |
(1) Contingent compensation payments related to 2020 acquisitions recorded as a component of net cash provided by operating activities.
(2) Contingent compensation payments related to the acquisition.
Consolidated Results from Continuing Operations – Adjusted Diluted Earnings Per Share (EPS)
| For the Three Months Ended December 31, | For the Year Ended December 31, | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||
| Total | Per Diluted<br>Share | Total | Per Diluted<br>Share | Total | Per Diluted<br>Share | Total | Per Diluted<br>Share | |||||||||||||
| Earnings from continuing operations, Reported | $ | 49 | $ | 1.07 | $ | 42 | $ | 0.88 | $ | 200 | $ | 4.30 | $ | 185 | $ | 3.86 | ||||
| Add: Income tax expense, reported | 15 | 9 | 58 | 57 | ||||||||||||||||
| Earnings from continuing operations before income taxes, Reported | $ | 63 | $ | 51 | $ | 258 | $ | 243 | ||||||||||||
| (Less): RIP (credit) (1) | - | - | (1 | ) | - | |||||||||||||||
| Add: Acquisition-related impacts (2) | - | 9 | 19 | 10 | ||||||||||||||||
| Add: Acquisition-related amortization (3) | 1 | 4 | 8 | 21 | ||||||||||||||||
| Adjusted earnings from continuing operations before income taxes | $ | 64 | $ | 64 | $ | 283 | $ | 274 | ||||||||||||
| (Less): Adjusted income tax expense (4) | (15 | ) | (12 | ) | (63 | ) | (65 | ) | ||||||||||||
| Adjusted net income from continuing operations | $ | 49 | $ | 1.08 | $ | 52 | $ | 1.09 | $ | 220 | $ | 4.74 | $ | 209 | $ | 4.36 | ||||
| Adjusted Diluted EPS change versus Prior Year | -0.9% | 8.7% | ||||||||||||||||||
| Diluted Shares Outstanding, as reported | 45.6 | 47.7 | 46.4 | 47.9 | ||||||||||||||||
| Effective Tax Rate, as reported | 23% | 18% | 22% | 24% |
(1) RIP (credit) represents the entire actuarial net periodic pension (credit) recorded as a component of earnings from continuing operations. For all periods presented, we were not required to and did not make cash contributions to our RIP.
(2) Represents the impact of acquisition-related adjustments for the fair value of acquired inventory and deferred revenue, changes in fair value of contingent consideration, deferred compensation and restricted stock expenses.
(3) Represents the intangible amortization related to acquired entities, including customer relationships, developed technology, software, trademarks and brand names, non-compete agreements and other intangibles.
(4) Adjusted income tax expense is calculated using the effective tax rate multiplied by the adjusted earnings from continuing operations before income taxes.
Adjusted EBITDA Guidance
| For the Year Ending December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|
| Low | High | ||||||
| Net income | $ | 208 | to | $ | 219 | ||
| Add: Income tax expense | 68 | 73 | |||||
| Earnings before income taxes | $ | 276 | to | $ | 292 | ||
| Add: Interest expense | 35 | 37 | |||||
| Add: Other non-operating (income) | (7 | ) | (6 | ) | |||
| Operating Income | $ | 305 | to | $ | 323 | ||
| Add: RIP expense (1) | 3 | 4 | |||||
| Add: Acquisition-related impacts (2) | 4 | 5 | |||||
| Adjusted Operating Income | $ | 312 | to | $ | 332 | ||
| Add: Depreciation & Amortization | 83 | 88 | |||||
| Adjusted EBITDA | $ | 395 | to | $ | 420 |
(1) RIP expense represents only the plan service cost that is recorded within Operating Income. For all periods presented, we were not required and did not make cash contributions to our RIP.
(2) Represents the impact of acquisition-related adjustments for deferred compensation and restricted stock expenses.
Adjusted Diluted Earnings Per Share Guidance
| For the Year Ending December 31, 2023 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Low | Per Diluted<br>Share(1) | High | Per Diluted<br>Share(1) | ||||||||
| Net income | $ | 208 | $ | 4.62 | to | $ | 219 | $ | 4.87 | ||
| Add: Income tax expense | $ | 68 | $ | 73 | |||||||
| Earnings before income taxes | $ | 276 | to | $ | 292 | ||||||
| Add: RIP (credit) (2) | $ | (1 | ) | $ | (3 | ) | |||||
| Add: Acquisition-related amortization (3) | $ | 5 | $ | 6 | |||||||
| Add: Acquisition-related expense (4) | $ | 4 | $ | 5 | |||||||
| Adjusted earnings before income taxes | $ | 285 | to | $ | 301 | ||||||
| (Less): Adjusted income tax expense (5) | (70 | ) | (74 | ) | |||||||
| Adjusted net income | $ | 215 | $ | 4.80 | to | $ | 227 | $ | 5.05 |
(1) Adjusted EPS guidance for 2023 is calculated based on ~45 million of diluted shares outstanding.
(2) RIP (credit) represents the entire actuarial net periodic pension (credit) recorded as a component of earnings from continuing operations. We do not expect to make any cash contributions to our RIP.
(3) Represents the intangible amortization related to acquired entities, including customer relationships, developed technology, software, trademarks and brand names, non-compete agreements and other intangibles.
(4) Represents the impact of acquisition-related adjustments for deferred compensation and restricted stock expenses.
(5) Income tax expense is based on an adjusted effective tax rate of ~25%, multiplied by adjusted earnings before income taxes.
Adjusted Free Cash Flow Guidance
| For the Year Ending December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|
| Low | High | ||||||
| Net cash provided by operating activities | $ | 220 | to | $ | 240 | ||
| Add: Return of investment from joint venture | 85 | 95 | |||||
| Adjusted net cash provided by operating activities | $ | 305 | to | $ | 335 | ||
| Less: Capital expenditures | (75 | ) | (85 | ) | |||
| Adjusted Free Cash Flow | $ | 230 | to | $ | 250 |
4th Quarter & Full Year 2022 Earnings Presentation February 21, 2023 Exhibit 99.2
Safe Harbor Statement Disclosures in this release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, those relating to future financial and operational results, expected savings from cost management initiatives, the performance of our WAVE(1) joint venture, market and broader economic conditions and guidance and the impacts of COVID-19 on our business. Those statements provide our future expectations or forecasts and can be identified by our use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “outlook,” “target,” “predict,” “may,” “will,” “would,” “could,” “should,” “seek,” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. This includes annual guidance. Forward-looking statements, by their nature, address matters that are uncertain and involve risks because they relate to events and depend on circumstances that may or may not occur in the future. As a result, our actual results may differ materially from our expected results and from those expressed in our forward-looking statements. A more detailed discussion of the risks and uncertainties that could cause our actual results to differ materially from those projected, anticipated or implied is included in the “Risk Factors” and “Management’s Discussion and Analysis” sections of our reports on Form 10-K and 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”), including the Form 10-K for the year ended December 31, 2022, that the Company expects to file today. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update any forward-looking statements beyond what is required under applicable securities law. In addition, we will be referring to non-Generally Accepted Accounting Principles (“GAAP”) financial measures within the meaning of SEC Regulation G. A reconciliation of the differences between these measures with the most directly comparable financial measures calculated in accordance with GAAP are included within this presentation and available on the Investor Relations page of our website at www.armstrongceilings.com. The guidance in this presentation is only effective as of the date given, February 21, 2023, and will not be updated or affirmed unless and until we publicly announce updated or affirmed guidance. Worthington Armstrong Joint Venture (“WAVE”).
Basis of Presentation Explanation Results throughout this presentation are presented on a normalized basis. We remove the impact of certain discrete expenses and income in certain measures including adjusted net sales, adjusted EBITDA, adjusted diluted earnings per share (“EPS”) and adjusted free cash flow. The Company excludes certain acquisition related expenses (i.e. – changes in the fair value of earn-outs, deferred compensation accruals(1), impact of adjustments related to the fair value of inventory and deferred revenue) for recent acquisitions. The Company excludes all acquisition-related amortization from adjusted earnings from continuing operations and in calculations of adjusted diluted EPS. Examples of other excluded items include plant closures, restructuring charges and related costs, impairments, separation costs, environmental site expenses and related insurance recoveries, endowment level charitable contributions, and certain other gains and losses. The Company also excludes income/expense from its U.S. Retirement Income Plan (“RIP”) in the non-GAAP results as it represents the actuarial net periodic benefit credit/cost recorded. Our tax rate may be adjusted for certain discrete items which are identified in the footnotes. Investors should not consider non-GAAP measures as a substitute for GAAP measures. Non-GAAP figures are rounded to the nearest million and corresponding percentages are based on unrounded figures. Operating Segments: “MF”: Mineral Fiber, “AS”: Architectural Specialties, “UC”: Unallocated Corporate The deferred compensation accruals are for cash and stock awards that will be recorded over each awards’ respective vesting period, as such payments are subject to the sellers’ and employees’ continued employment with the Company. All dollar figures throughout the presentation are in $ millions, except per share data, and all comparisons are versus prior year unless otherwise noted. Figures may not sum due to rounding.
GAAP and non-GAAP Financial Results Q4 2022 Q4 2021 Full Year 2022 Full Year 2021 Consolidated Company Results AWI AWI AWI AWI Net Sales $304.5 $282.5 $1,233.1 $1,106.6 Net Earnings $48.8 $41.9 $202.9 $183.2 Operating Income $70.6 $55.5 $278.7 $260.0 Adj. EBITDA* $92 $88 $385 $372 Operating Income Margin (Operating Income % of Net Sales) 23.2% 19.6% 22.6% 23.5% Adj. EBITDA Margin* (Adj. EBITDA % of Net Sales)* 30.1% 31.0% 31.2% 33.6% Diluted Earnings per Share $1.07 $0.88 $4.30 $3.86 Adj. Diluted Earnings per Share* $1.08 $1.09 $4.74 $4.36 Net Cash Provided by Operating & Investing Activities $83.3 $40.8 $210.6 $173.3 Adj. Free Cash Flow* $91 $45 $221 $190 Net Cash Provided by Operating & Investing Activities % of Net Sales 27.4% 14.4% 17.1% 15.7% Adj. Free Cash Flow Margin* (Adj. Free Cash Flow % of Net Sales) 29.9% 16.0% 17.9% 17.2% *Non-GAAP measure. See appendix for reconciliation to nearest GAAP measure. Q4 2022 TABLE TITLE CONTENT 1 TABLE TITLE CONTENT 1 Q4 2021 TABLE TITLE CONTENT 1 TABLE TITLE CONTENT 1 Full Year 2022 TABLE TITLE CONTENT 1 TABLE TITLE CONTENT 1 Full Year 2021 TABLE TITLE CONTENT 1 TABLE TITLE CONTENT 1 Segment Results MF AS UC MF AS UC MF AS UC MF AS UC Net Sales $216.0 $88.5 - $207.2 $75.3 - $887.4 $345.7 - $818.5 $288.1 - Operating Income (Loss) $61.1 $10.7 ($1.2) $60.0 ($3.3) ($1.2) $260.9 $21.7 ($3.9) $261.2 $4.2 ($5.4) Adj. EBITDA* $78 $13 - $77 $11 - $330 $55 - $331 $40 - Operating Income Margin (Operating Income % of Net Sales) 28.3% 12.1% NA 29.0% (4.4%) NA 29.4% 6.3% NA 31.9% 1.5% NA Adj. EBITDA Margin* (Adj. EBITDA % of Net Sales)* 36.3% 15.0% NA 37.1% 14.4% NA 37.2% 15.8% NA 40.5% 14.0% NA
1 Net Sales increased 8% from prior year driven by strong Architectural Specialties growth and modest Mineral Fiber growth 2 Mineral Fiber Average Unit Value (“AUV”) growth of 15% in Q4, driven by positive like-for-like pricing and favorable product and channel mix 3 AS Adjusted EBITDA Margin* expanded year-over-year for 5th consecutive quarter…+60bps in Q4…+190bps for full year 4 Full-Year Adjusted Free Cash Flow* of $221M or 18% of net sales driven primarily by WAVE special dividend Solid Sales & Earnings Growth in a Challenging Market Q4 2022 Summary *Non-GAAP measure. See slide 4 and appendix for reconciliation to nearest GAAP measure. AWI Net Sales up 8% $283 $305 +4% +18% +5% AWI Adj. EBITDA* up 5%
Improved AUV Ahead of Inflation Offset by Lower Volumes Q4 2021 Q4 2022 Variance Net Sales $283 $305 8% Adj. EBITDA* $88 $92 5% Adj. EBITDA Margin*(%) 31.0% 30.1% (90bps) Adj. Diluted Earnings Per Share* $1.09 $1.08 (1%) (1) Includes raw material, energy, freight and inventory valuation (e.g. FIFO) impacts throughout presentation. (2) Excludes change in depreciation throughout presentation. $88 ($6) $21 ($7) $2 ($2) ($4) $92 Q4 2022 Consolidated Company Key Metrics (3) Excludes change in amortization throughout presentation. *Non-GAAP measure. See slide 4 and appendix for reconciliation to nearest GAAP measure.
Favorable AUV Offset Lower Volumes and Input Cost Inflation Mineral Fiber Q4 2022 Results Q1 Q2 Q3 Q4 Current Quarter Comments 2021 Adjusted EBITDA* $78 $90 $86 $77 AUV 18 21 16 21 Solid AUV fall through Volume (6) 1 2 (14) Weaker market conditions and difficult comp Manufacturing (1) 1 1 3 Strong manufacturing productivity Input costs (6) (14) (15) (7) Raw material inflation remains, energy and freight inflation moderates SG&A (7) (7) - 1 Prudent cost management WAVE (3) (2) (1) (4) Lower volumes partially offset by favorable AUV 2022 Adjusted EBITDA* $74 $89 $89 $78 Q4 MF Adj. EBITDA Margin* contracted (80bps) % Change (5%) (2%) 3% 2% *Non-GAAP measure. See slide 4 and appendix for reconciliation to nearest GAAP measure. Net Sales +4% Mineral Fiber Key Highlights AUV up 15% to strongest level of 2022 with improved mix benefit Market demand weakened from 3Q levels Continued to deliver price-over-inflation dollars with fall-through rate improving sequentially
Q1 Q2 Q3 Q4 Current Quarter Comments 2021 Adjusted EBITDA* $7 $10 $13 $11 Net Sales 9 6 7 7 Broad based contributions from our product categories Period Expense - (1) (3) (2) Higher production costs on increased sales SG&A (3) (2) (2) (3) Continued investments in support of increased sales 2022 Adjusted EBITDA* $13 $13 $16 $13 Q4 AS Adj. EBITDA Margin* expanded 60bps % Change 88% 35% 20% 22% Double-Digit AS Sales and Adjusted EBITDA* Growth Architectural Specialties Q4 2022 Results *Non-GAAP measure. See slide 4 and appendix for reconciliation to nearest GAAP measure. 9th consecutive quarter of double-digit sales growth 5th consecutive quarter of Adjusted EBITDA Margin* expansion Adjusted EBITDA* up 22% with continued year-over-year margin expansion Completed acquisition of GC Products, Inc. +18% Key Highlights Net Sales
Double-Digit Sales Growth Partially Offset by Inflation & Growth Investments FY 2021 FY 2022 Variance Net Sales $1,107 $1,233 11% Adj. EBITDA* $372 $385 4% Adj. EBITDA Margin*(%) 33.6% 31.2% (230bps) Adj. Diluted Earnings Per Share* $4.36 $4.74 9% Adj. Free Cash Flow* $190 $221 16% $372 $12 $76 ($41) ($0) ($23) ($10) $385 Full Year 2022 Consolidated Company Key Metrics (1) Includes raw material, energy, freight and inventory valuation (e.g. FIFO) impacts throughout presentation. (2) Excludes change in depreciation throughout presentation. (3) Excludes change in amortization throughout presentation. *Non-GAAP measure. See slide 4 and appendix for reconciliation to nearest GAAP measure.
Adjusted Free Cash Flow* Growth Driven by WAVE Dividends *Non-GAAP measure. See appendix for reconciliation to nearest GAAP measure. Includes cash earnings, working capital and other current assets and liabilities. Includes a $25 million special dividend in Q4 2022. $5 $3 ($5) $1 $221 $26 Adj. Free Cash Flow* Full Year 2022 vs. PY
2023 Guidance Full Year 2023 Guidance $1,260M to $1,310M 2% to 6% YoY Net Sales Adjusted EBITDA* $395M to $420M 3% to 9% YoY Commentary(1) Expect lower market demand, partially offset by initiatives, to result in mid-single digit MF volume decline Expect above average MF AUV growth with historical fall-through Managing investments and working capital to offset weaker macroeconomic conditions Expect positive WAVE equity earnings VPY, rebounding from 2022 results Driving Growth in a Challenging Macroeconomic Environment $4.80 to $5.05 1% to 7% YoY Adjusted Diluted EPS* Adjusted Free Cash Flow* $230M to $250M 4% to 13% YoY *Non-GAAP measure. See appendix for reconciliations to nearest GAAP measure. Additional assumptions are available in the appendix of this presentation.
Appendix
Full Year 2023 Assumptions Consolidated Company Metrics Full Year 2023 Capital expenditures $75M to $85M Depreciation and amortization $83M to $88M Interest expense $35M to $37M Book / cash tax rate ~25% / ~25% Shares outstanding ~45 million Return of investment from joint venture $85M to $95M Segment Net Sales Adjusted EBITDA Margin* Mineral Fiber +1% to +5% growth YoY >37% Architectural Specialties** >6% growth YoY >18% *Non-GAAP measure. See slide 4 and appendix for reconciliation to nearest GAAP measure. **Assumes no contribution from future acquisitions.
Q4 2022 Adjusted EBITDA Reconciliation RIP expense represents only the plan service cost that is recorded within Operating Income. For all periods presented, we were not required to and did not make cash contributions to our RIP. Represents the impact of acquisition-related adjustments for the fair value of acquired inventory and deferred revenue, changes in fair value of contingent consideration and deferred compensation & restricted stock expenses. For the Three Months Ended December 31, For the Three months Ended March 31, For the Twelve Months Ended December 31, 2022 2021 V 2022 2021 V Net earnings $49 $42 $7 $203 $183 $20 Less: Net earnings (loss) from discontinued operations - - - 3 (2) 5 Earnings from continuing operations, Reported $49 $42 $7 $200 $185 $15 Add: Income tax expense, as reported 15 9 5 58 57 - Earnings from continuing operations before tax, Reported $63 $51 $12 $258 $243 $15 Add: Interest/other income and expense, net 7 4 3 21 17 4 Operating Income, Reported $71 $56 $15 $279 $260 $19 Add: RIP expense(1) 1 1 - 4 5 (1) Add: Acquisition-related impacts(2) - 9 (9) 19 10 9 Add: Depreciation 17 16 1 68 63 4 Add: Amortization 3 6 (2) 16 34 (18) Adjusted EBITDA $92 $88 $4 $385 $372 $14
Q4 2022 Adjusted Diluted Earnings per Share Reconciliation RIP (credit) represents the entire actuarial net periodic pension (credit) recorded as a component of earnings from continuing operations. For all periods presented, we were not required to and did not make cash contributions to our RIP. Represents the impact of acquisition-related adjustments for the fair value of acquired inventory and deferred revenue, changes in fair value of contingent consideration and deferred compensation & restricted stock expenses. Represents the intangible amortization related to acquired entities, including customer relationships, developed technology, software, trademarks and brand names, non-compete agreements and other intangibles. Adjusted income tax expense is calculated using the effective tax rate multiplied by the adjusted earnings from continuing operations before income taxes. For the Three Months Ended December 31, For the Three months Ended March 31, For the Twelve Months Ended December 31, 2022 Per Diluted Share 2021 Per Diluted Share V 2022 Per Diluted Share 2021 Per Diluted Share V Earnings from continuing operations, Reported $49 $1.07 $42 $0.88 $7 $200 $4.30 $185 $3.86 $15 Add: Income tax expense, reported 15 9 5 58 57 - Earnings from continuing operations before income taxes, Reported $63 $51 $12 $258 $243 $15 (Less): RIP (credit)(1) - - - (1) - (1) Add: Acquisition-related impacts(2) - 9 (9) 19 10 9 Add: Acquisition-related amortization(3) 1 4 (2) 8 21 (14) Adjusted earnings from continuing operations before income taxes $64 $64 $ - $283 $274 $10 (Less): Adjusted income tax expense(4) (15) (12) (3) (63) (65) 1 Adjusted net income from continuing operations $49 $1.08 $52 $1.09 ($3) $220 $4.74 $209 $4.36 $11 Adjusted Diluted EPS change versus prior year (0.9%) 8.7% Diluted Shares Outstanding, as reported 45.6 47.7 46.4 47.9 Effective Tax Rate, as reported 23% 18% 22% 24%
Q4 2022 Adjusted Free Cash Flow Reconciliation Contingent compensation payments related to 2020 acquisitions recorded as a component of net cash provided by operating activities. Contingent compensation payments related to the acquisition. . For the Three Months Ended December 31, For the Three months Ended March 31, For the Twelve Months Ended December 31, 2022 2021 V 2022 2021 V Net cash provided by operating activities $63 $49 $14 $182 $187 ($5) Net cash provided by (used for) investing activities $20 ($9) $29 $28 ($14) $42 Net cash provided by operating and investing activities $83 $41 $42 $211 $173 $37 Add: Acquisitions, net 3 - 3 3 1 2 Add: Payments related to the sale of international, net - - - - 12 (12) Add: Net environmental expenses - (1) 1 1 (1) 1 Add: Contingent consideration in excess of acquisition-date fair value(1) - - - 2 - 2 Add: Arktura deferred compensation(2) 5 5 - 5 5 - Adjusted Free Cash Flow $91 $45 $46 $221 $190 $31
Q4 2022 Segment Reported Operating Income (Loss) to Adj. EBITDA RIP expense represents only the plan service cost related to the RIP that is recorded within Operating Income. For all periods presented, we were not required to and did not make cash contributions to our RIP. Represents the impact of acquisition-related adjustments for the fair value of acquired inventory and deferred revenue, changes in fair value of contingent consideration, deferred compensation and restricted stock expenses. MINERAL FIBER ARCHITECTURAL SPECIALTIES UNALLOCATED CORPORATE UNALLOCATED CORPORATE MINERAL FIBER ARCHITECTURAL SPECIALTIES UNALLOCATED CORPORATE UNALLOCATED CORPORATE For the Three Months Ended December 31, For the Three months Ended March 31, For the Twelve Months Ended December 31, For the Three months Ended March 31, 2022 2021 V 2022 2021 V 2022 2021 V 2022 2021 V 2022 2021 V 2022 2021 V Net Sales $216 $207 $9 $89 $75 $13 $ — $ — $ — $887 $818 $69 $346 $288 $58 $ — $ — $ — Operating Income (Loss), As Reported $61 $60 $1 $11 ($3) $14 ($1) ($1) $ — $261 $261 $ - $22 $4 $18 ($4) ($5) 1 Add: RIP expense(1) - - - - - - 1 1 - - - - - - - 4 5 (1) Add: Acquisition-related impacts(2) - - - - 9 (9) - - - - - - 19 10 9 - - - Add: Depreciation and Amortization 17 17 - 3 6 (3) - - - 69 70 (1) 14 27 (12) - 1 (1) Adjusted EBITDA $78 $77 $2 $13 $11 $2 $ — $ — $ — $330 $331 ($1) $55 $40 $14 $ — $ — $ — Operating Income Margin (Operating Income % of Net Sales) 28.3% 29.0% 12.1% (4.4%) NM NM 29.4% 31.9% 6.3% 1.5% NM NM Adjusted EBITDA Margin (Adjusted EBITDA % of Net Sales) 36.3% 37.1% 15.0% 14.4% NM NM 37.2% 40.5% 15.8% 14.0% NM NM
2023 Adjusted EBITDA Guidance Reconciliation RIP expense represents only the plan service cost related to the RIP that is recorded within Operating Income. For all periods presented, we were not required to and did not make cash contributions to our RIP. Represents the impact of acquisition-related adjustments for deferred compensation and restricted stock expenses. For the Year Ending December 31, 2023 For the Three months Ended March 31, Low to High Net Income $208 to $219 Add: Income tax expense 68 73 Earnings before income taxes $276 to $292 Add: Interest expense 35 37 Add: Other non-operating (income) (7) (6) Operating Income $305 to $323 Add: RIP expense(1) 3 4 Add: Acquisition-related impacts(2) 4 5 Adjusted Operating Income $312 to $332 Add: Depreciation & amortization $83 $88 Adjusted EBITDA $395 to $420
2023 Segment Adjusted EBITDA Reconciliation Full Year 2023 (Supports low-end Adj. EBITDA Margin % assumption) For the Three months Ended March 31, Mineral Fiber Architectural Specialties Unallocated Corporate Net Sales $892 $366 $ - Operating Income $261 $48 ($3) Add: RIP expense(1) - - 3 Add: Acquisition-related impacts(2) - 4 - Adjusted Operating Income $261 $52 - Add: Depreciation & amortization 69 14 - Adjusted EBITDA $330 $66 $ - Operating Income Margin (Operating Income % of Net Sales) 29% 13% NA Adjusted EBITDA Margin (Adjusted EBITDA % of Net Sales) 37% 18% NA Note: Assumes rounding to sum to consolidated company figures. RIP expense represents only the plan service cost related to the RIP that is recorded within Operating Income. For all periods presented, we were not required to and did not make cash contributions to our RIP. Represents the impact of acquisition-related adjustments for deferred compensation and restricted stock expenses.
2023 Adjusted Diluted EPS & Adjusted Free Cash Flow Guidance Reconciliations Adjusted diluted EPS guidance for 2023 is calculated based on ~45 million of diluted shares outstanding. RIP (credit) represents the entire actuarial net periodic pension (credit) recorded as a component earnings from continuing operations. We do not expect to make cash contributions to our RIP. Represents the intangible amortization related to acquired entities, including customer relationships, developed technology, software, trademarks and brand names, non-compete agreements and other intangibles. Represents the impact of acquisition-related adjustments for deferred compensation and restricted stock expenses. Income tax expense is based on an adjusted effective tax rate of ~25%, multiplied by adjusted earnings before income tax. For the Year Ending December 31, 2023 For the Three months Ended March 31, Low Per Diluted Share(1) to High Per Diluted Share(1) Net Income $208 $4.62 to $219 $4.87 Add: Income tax expense 68 73 Earnings before income tax $276 to $292 Add: RIP (credit)(2) (1) (3) Add: Acquisition-related amortization(3) 5 6 Add: Acquisition-related expenses(4) 4 5 Adjusted earnings before income taxes $285 to $301 (Less): Adjusted income tax expense(5) (70) (74) Adjusted Net Income $215 $4.80 to $227 $5.05 For the Year Ending December 31, 2023 For the Three months Ended March 31, Low to High Net cash provided by operating activities $220 to $240 Add: Return of investment from joint venture 85 95 Adjusted net cash provided by operating activities $305 to $335 (Less): Capital expenditures (75) (85) Adjusted Free Cash Flow $230 to $250