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 23, 2021
ARMSTRONG WORLD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-2116 | 23-0366390 |
|---|---|---|
| (State or other jurisdiction<br><br><br>of incorporation or organization) | (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>Identification No.) |
| 2500 Columbia Avenue P.O. Box 3001<br><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><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 23, 2021, Armstrong World Industries, Inc. (the “Company”) issued a press release announcing its fourth quarter and full year 2020 consolidated financial results and earnings outlook for fiscal year 2021. 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 23, 2021, the Company issued a press release announcing that it will report its fourth quarter and full year 2020 consolidated financial results via a webcast and conference call on February 23, 2021 at 11:00 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.
Caution Concerning Forward-Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Such forward-looking statements include, but are not limited to, statements about the plans, objectives, expectations and intentions of the Company, including the consummation of the Sale, and other statements that are not historical facts. These statements are based on the current expectations and beliefs of the Company’s management, and are subject to uncertainty and changes in circumstances. The Company cautions readers that any forward-looking information is not a guarantee of future performance and that actual results may vary materially from those expressed or implied by the statements herein, due to changes in economic, business, competitive, technological, strategic or other regulatory factors, as well as factors affecting the operation of the business of the Company. More detailed information about certain of these and other factors may be found in filings by the Company with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K in the sections entitled “Caution Concerning Forward-Looking Statements” and “Risk Factors”, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Various factors could cause actual results to differ from those set forth in the forward-looking statements including, without limitation, the risk that the anticipated benefits from the Sale may not be fully realized or may take longer to realize than expected. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter the forward-looking statements contained in this document, whether as a result of new information, future events or otherwise.
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 23, 2021 |
|---|---|
| No. 99.2 | Earnings Call Presentation Fourth Quarter and Full Year 2020 dated February 23, 2021 |
| --- | --- |
| 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/ Mark A. Hershey |
| Mark A. Hershey | |
| Senior Vice President, General Counsel, Secretary and Chief Compliance Officer |
Date: February 23, 2021
4
awi-ex991_7.htm
Exhibit 99.1
Armstrong World Industries Reports
Fourth Quarter and Full Year 2020 Results
Key Highlights
| • | Net sales down 3% versus the prior year quarter |
|---|---|
| • | Operating income down 29% versus the prior year quarter |
| --- | --- |
| • | Adjusted EBITDA down 19% versus the prior year quarter |
| --- | --- |
| • | Acquired Arktura, LLC during the quarter |
| --- | --- |
| • | 2021 Guidance versus prior year: Net Sales of +10%-13% and EBITDA of +9%-13% |
| --- | --- |
LANCASTER, Pa., February 23, 2021 -- Armstrong World Industries, Inc. (NYSE:AWI), a leader in the design, innovation and manufacture of commercial and residential ceiling, wall and suspension system solutions, today reported financial results for the fourth quarter and full year 2020.
Fourth Quarter Results from Continuing Operations
| (Dollar amounts in millions except per-share data) | For the Three Months Ended December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | Change | |||||
| Net sales | $ | 238.7 | $ | 246.9 | (3.3 | )% | |
| Operating income | $ | 44.1 | $ | 62.2 | (29.1 | )% | |
| Earnings from continuing operations | $ | 34.8 | $ | 51.5 | (32.4 | )% | |
| Diluted earnings per share | $ | 0.72 | $ | 1.04 | (30.8 | )% |
Net sales decreased compared to the prior year quarter, driven by lower volume in both the Mineral Fiber and Architectural Specialties segments as a result of lower market demand due to COVID-19, as well as unfavorable Mineral Fiber Average Unit Value (“AUV”) primarily due to unfavorable channel mix and regional weakness in major metropolitan areas heavily impacted by COVID-19, partially offset by the positive sales impact of 2020 and 2019 acquisitions.
Operating income decreased from the prior year quarter, driven primarily by lower sales volume in the Mineral Fiber segment and higher SG&A costs related to growth initiatives, partially offset by improved manufacturing productivity.
“2020 was an extraordinary year with social, economic and health crises all contributing to new and unusual operating challenges. I am extremely proud that Armstrong was able to advance our strategic initiatives in the face of those challenges, as our teams quickly adapted to new ways of working in order to continue the pursuit of our strategic priorities. We continued to invest in digital tools and initiatives, we launched over thirty new products, including many with a focus on Healthy Spaces, and we completed three acquisitions, including Arktura in December.” said Vic Grizzle, President and CEO of Armstrong. “Notwithstanding the impacts of COVID-19, we again demonstrated the strength of our business model, as we delivered over $200 million of free cash flow.”
Additional (non-GAAP*) Financial Metrics from Continuing Operations
| (Dollar amounts in millions except per-share data) | For the Three Months Ended December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | Change | |||||
| Adjusted EBITDA | $ | 73 | $ | 90 | (18.9 | )% | |
| Adjusted net income | $ | 37 | $ | 55 | (32.2 | )% | |
| Adjusted diluted earnings per share | $ | 0.77 | $ | 1.11 | (30.6 | )% | |
| Adjusted free cash flow | $ | 68 | $ | 71 | (4.6 | )% |
* The Company uses the above non-GAAP adjusted measures in managing the business and believes the adjustments provide meaningful comparisons of operating performance between periods. The Company also believes that the adjustments help users of our financial information understand the effect of those adjusted items on our selected reported results and provide useful alternative measurements of performance. See Supplemental Reconciliations of GAAP to non-GAAP results (below) for a breakdown of the adjustments and a reconciliation of the selected reported results to these non-GAAP measures.
| (Dollar amounts in millions) | For the Three Months Ended December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | Change | |||||
| Adjusted EBITDA | |||||||
| Mineral Fiber | $ | 66 | $ | 81 | (19.1 | )% | |
| Architectural Specialties | 7 | 8 | (16.0 | )% | |||
| Consolidated Adjusted EBITDA | $ | 73 | $ | 90 | (18.9 | )% |
Consolidated adjusted EBITDA declined (19)% in the fourth quarter when compared to the same prior year period, driven primarily by unfavorable channel mix and a decrease in WAVE earnings, partially offset by improved manufacturing productivity. Adjusted free cash flow declined primarily due to lower cash earnings driven by volume declines, partially offset by working capital improvements.
Fourth Quarter Segment Highlights
Mineral Fiber
| (Dollar amounts in millions) | For the Three Months Ended December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | Change | |||||
| Net sales (as reported) | $ | 183.1 | $ | 197.2 | (7.2 | )% | |
| Operating income (as reported) | $ | 45.0 | $ | 59.1 | (23.9 | )% | |
| Adjusted EBITDA | $ | 66 | $ | 81 | (19.1 | )% |
Mineral Fiber net sales decreased due to lower volume and unfavorable AUV. Unfavorable AUV was driven primarily by unfavorable channel mix and regional weakness in major metropolitan areas heavily impacted by COVID-19. Like for like price was positive in the quarter.
Operating income decreased in the fourth quarter primarily due to the negative impact of lower sales volume, higher SG&A spend, lower WAVE earnings and the impact of unfavorable AUV, partially offset by improved manufacturing productivity and a reduction in incentive compensation expenses.
Architectural Specialties
| (Dollar amounts in millions) | For the Three Months Ended December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | Change | |||||
| Net sales (as reported) | $ | 55.6 | $ | 49.7 | 11.9 | % | |
| Operating income (as reported) | $ | 1.4 | $ | 5.6 | (75.0 | )% | |
| Adjusted EBITDA | $ | 7 | $ | 8 | (16.0 | )% |
Net sales in Architectural Specialties increased by 12% due to sales from the recent acquisitions of Turf Design, Moz Designs and Arktura, LLC mostly offset by a reduction in demand as a result of COVID-19.
Operating income decreased due to the negative impact of lower sales volume, excluding the impact of the 2020 acquisitions, as well as additional amortization expense related to acquisitions.
Unallocated Corporate
Unallocated corporate expense of $2.3 million decreased from $2.5 million of expense in the prior year quarter.
Year to Date Results from Continuing Operations
| (Dollar amounts in millions) | For the Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | Change | |||||
| Net sales (as reported) | $ | 936.9 | $ | 1,038.1 | (9.7 | )% | |
| Operating income (as reported) | $ | 254.8 | $ | 317.4 | (19.7 | )% | |
| Adjusted EBITDA | $ | 330 | $ | 403 | (18.1 | )% | |
| Adjusted free cash flow | $ | 212 | $ | 244 | (13.0 | )% |
Net sales decreased driven mainly by lower volumes in both the Mineral Fiber and Architectural Specialties segments as a result of COVID-19 and unfavorable AUV in the Mineral Fiber segment.
Operating income decreased from the prior year period, primarily due to the impact of decreased sales and lower WAVE earnings, which was partially offset by lower SG&A expenses, the gain on sale of the idled China plant, and improved manufacturing productivity.
Adjusted Free Cash Flow (FCF) decreased from the prior year period, driven by lower cash generated from operating activities as a result of COVID-19 and lower equity earnings from WAVE. Adjusted FCF for the year is 23% as a percent of sales, or 121% of adjusted net income.
Market Outlook and 2021 Guidance
“We continue to expect sequential improvements in our end markets as market conditions improve and vaccinations allow businesses to return to more normal operations,” said Brian MacNeal, CFO of Armstrong. “With our growth initiatives, including Healthy Spaces and kanopi, and the year-on-year benefit of our 2020 acquisitions, we expect to grow sales 10% to 13% in 2021. We expect this sales growth, together with continued productivity in our plants, to deliver adjusted EBITDA growth of 9% to 13%, and, after a step up in capital expenditures, to drive a free cash flow margin of 19%.”
Earnings Webcast
Management will host a live internet broadcast beginning at 11:00 a.m. eastern time today, to discuss fourth quarter and full year 2020 results. This event will be broadcast live on the Company's website. To access the call and accompanying slide presentation, go to www.armstrongceilings.com and click Investors. The replay of this event will also be available on the Company's website for up to one year after the date of the call.
Uncertainties Affecting Forward-Looking Statements
Disclosures in this release, including without limitation, those relating to future financial results, market conditions and guidance, the impacts of COVID-19 on our business, and in our other public documents and comments, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. 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” section of our report on Forms 10-K and 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”). 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
More details on the Company’s performance can be found in its annual report on Form 10-K for the year ended December 31, 2020 that the Company expects to file with the SEC today.
Armstrong World Industries, Inc. (AWI) is a leader in the design and manufacture of innovative commercial and residential ceiling, wall and suspension system solutions in the Americas. With $937 million in revenue in 2020, AWI has approximately 2,700 employees and a manufacturing network of 16 facilities, plus six facilities dedicated to its WAVE joint venture.
Additional forward looking non-GAAP metrics are available on the Company’s website at www.armstrongceilings.com under the Investors tab. The website is not part of this release and references to our website address in this release are intended to be inactive textual references only.
As Reported Financial Highlights
FINANCIAL HIGHLIGHTS
Armstrong World Industries, Inc. and Subsidiaries
(Amounts in millions, except for per-share amounts, quarterly data is unaudited)
| For the Three Months Ended December 31, | For the Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Net sales | $ | 238.7 | $ | 246.9 | $ | 936.9 | $ | 1,038.1 | ||||
| Cost of goods sold | 155.9 | 158.3 | 603.8 | 643.0 | ||||||||
| Gross profit | 82.8 | 88.6 | 333.1 | 395.1 | ||||||||
| Selling, general and administrative expenses | 54.5 | 40.0 | 163.3 | 174.3 | ||||||||
| Gain related to sale of fixed and intangible assets | - | - | (21.0 | ) | - | |||||||
| Equity earnings from joint venture | (15.8 | ) | (13.6 | ) | (64.0 | ) | (96.6 | ) | ||||
| Operating income | 44.1 | 62.2 | 254.8 | 317.4 | ||||||||
| Interest expense | 5.4 | 6.8 | 24.1 | 38.4 | ||||||||
| Other non-operating (income) expense, net | (4.4 | ) | (4.4 | ) | 357.4 | (20.4 | ) | |||||
| Earnings (loss) from continuing operations before income taxes | 43.1 | 59.8 | (126.7 | ) | 299.4 | |||||||
| Income tax expense (benefit) | 8.3 | 8.3 | (42.6 | ) | 57.1 | |||||||
| Earnings (loss) from continuing operations | 34.8 | 51.5 | (84.1 | ) | 242.3 | |||||||
| Net (loss) from discontinued operations | (12.0 | ) | (3.8 | ) | (15.0 | ) | (27.8 | ) | ||||
| Net earnings (loss) | $ | 22.8 | $ | 47.7 | $ | (99.1 | ) | $ | 214.5 | |||
| Diluted earnings (loss) per share of common stock, continuing operations | $ | 0.72 | $ | 1.04 | $ | (1.76 | ) | $ | 4.88 | |||
| Diluted (loss) per share of common stock, discontinued operations | $ | (0.25 | ) | $ | (0.08 | ) | $ | (0.31 | ) | $ | (0.56 | ) |
| Net earnings (loss) per share of common stock | $ | 0.47 | $ | 0.96 | $ | (2.07 | ) | $ | 4.32 | |||
| Average number of diluted common shares outstanding | 48.1 | 49.2 | 47.9 | 49.5 |
SEGMENT RESULTS
Armstrong World Industries, Inc. and Subsidiaries
(Amounts in millions)
(Unaudited)
| Three Months Ended | Twelve Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | ||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||
| Net Sales | |||||||||||
| Mineral Fiber | $ | 183.1 | $ | 197.2 | $ | 726.0 | $ | 826.6 | |||
| Architectural Specialties | 55.6 | 49.7 | 210.9 | 211.5 | |||||||
| Total net sales | $ | 238.7 | $ | 246.9 | $ | 936.9 | $ | 1,038.1 | |||
| Three Months Ended | Twelve Months Ended | ||||||||||
| December 31, | December 31, | ||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||
| Segment operating income (loss) | |||||||||||
| Mineral Fiber | $ | 45.0 | $ | 59.1 | $ | 218.7 | $ | 289.6 | |||
| Architectural Specialties | 1.4 | 5.6 | $ | 22.3 | $ | 35.9 | |||||
| Unallocated Corporate | (2.3 | ) | (2.5 | ) | $ | 13.8 | $ | (8.1 | ) | ||
| Total consolidated operating income | $ | 44.1 | $ | 62.2 | $ | 254.8 | $ | 317.4 |
Selected Balance Sheet Information
(Amounts in millions)
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets | $ | 311.8 | $ | 244.4 |
| Property, plant and equipment, net | 529.9 | 524.6 | ||
| Other noncurrent assets | 876.8 | 724.3 | ||
| Total assets | $ | 1,718.5 | $ | 1,493.3 |
| Liabilities and shareholders’ equity | ||||
| Current liabilities | $ | 172.3 | $ | 155.2 |
| Noncurrent liabilities | 1,095.3 | 973.2 | ||
| Equity | 450.9 | 364.9 | ||
| Total liabilities and shareholders’ equity | $ | 1,718.5 | $ | 1,493.3 |
Selected Cash Flow Information
(Amounts in millions)
(Unaudited)
| For the Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Net (loss) earnings | $ | (99.1 | ) | $ | 214.5 | |
| Other adjustments to reconcile net (loss) earnings to net cash provided by operating activities | 301.5 | 27.9 | ||||
| Changes in operating assets and liabilities, net | 16.4 | (59.7 | ) | |||
| Net cash provided by operating activities | 218.8 | 182.7 | ||||
| Net cash (used for) investing activities | (141.1 | ) | (89.1 | ) | ||
| Net cash provided by (used for) financing activities | 13.5 | (384.9 | ) | |||
| Effect of exchange rate changes on cash and cash equivalents | 0.4 | 0.9 | ||||
| Net increase (decrease) in cash and cash equivalents | 91.6 | (290.4 | ) | |||
| Cash and cash equivalents at beginning of year | 45.3 | 335.7 | ||||
| Cash and cash equivalents at end of period | $ | 136.9 | $ | 45.3 |
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. 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 earnouts, 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 will be recorded over the vesting period, as such payments are subject to the sellers’ and employees’ continued employment with the Company. 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 2021. 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, legacy environmental matters and litigation. The Company believes adjusted free cash flow is useful because it provides insight into the amount of cash that the Company generates for discretionary uses, after expenditures for capital investments and adjustments for acquisitions and divestitures. 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.
Consolidated Results From Continuing Operations – Adjusted EBITDA
| For the Three Months Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2019 | ||||||||||
| Earnings (Loss) from continuing operations, Reported | 35 | $ | 51 | (84 | ) | $ | 242 | |||||
| Add: Income tax expense (benefit), as reported | 8 | (43 | ) | 57 | ||||||||
| Earnings (Loss) before tax, Reported | $ | 60 | (127 | ) | $ | 299 | ||||||
| Add: Interest/other income and expense, net | 2 | 382 | 18 | |||||||||
| Operating Income, Reported | $ | 62 | 255 | $ | 317 | |||||||
| Add: RIP Expense (1) | 1 | 6 | 5 | |||||||||
| Add: WAVE Pension Settlement (2) | - | - | 1 | |||||||||
| Add: Litigation Expense (3) | - | - | 20 | |||||||||
| Add: Acquisition Related Expenses (4) | - | 3 | - | |||||||||
| (Less)/Add: Net Environmental (Recoveries) Expenses | ) | - | (6 | ) | 1 | |||||||
| (Less): Gain on Sale of Idled China Plant Facility | - | (21 | ) | - | ||||||||
| Add: WAVE FSA (5) | - | - | 4 | |||||||||
| Add: Charitable Contribution - AWI Foundation (6) | - | 10 | - | |||||||||
| Add/(Less): AWI Portion of WAVE's loss (gain) on Sale to Knauf | 5 | - | (21 | ) | ||||||||
| Operating Income, Adjusted | $ | 68 | 246 | $ | 328 | |||||||
| Add: D&A | 21 | 84 | 75 | |||||||||
| Adjusted EBITDA | $ | 90 | 330 | $ | 403 |
All values are in US Dollars.
| (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) | WAVE settled a portion of their pension plan, resulting in a non-cash accounting charge. |
| --- | --- |
| (3) | Represents Rockfon litigation costs and settlement. |
| --- | --- |
| (4) | 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 accruals. |
| --- | --- |
| (5) | Write off of intangible assets attributed to WAVE’s international business sold. These intangible assets were recognized as part of our adoption of fresh-start reporting upon emergence from Chapter 11 in 2006. |
| --- | --- |
| (6) | Donation to the AWI Foundation. |
| --- | --- |
Mineral Fiber
| For the Three Months Ended December 31, | For the Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | ||||||||
| Operating Income, Reported | $ | 45 | $ | 59 | $ | 219 | $ | 290 | |||
| Add: WAVE Pension Settlement (1) | - | - | - | 1 | |||||||
| Add: Litigation Expense (2) | - | - | - | 20 | |||||||
| (Less)/Add: Net Environmental (Recoveries) Expenses | (7 | ) | - | (6 | ) | 1 | |||||
| Add: WAVE FSA (3) | - | - | - | 4 | |||||||
| Add: Charitable Contribution - AWI Foundation (4) | 10 | - | 10 | - | |||||||
| Add/(Less): AWI Portion of WAVE's loss (gain) on Sale to Knauf | - | 5 | - | (21 | ) | ||||||
| Operating Income, Adjusted | $ | 48 | $ | 64 | $ | 222 | $ | 296 | |||
| Add: D&A | 18 | 17 | 72 | 63 | |||||||
| Adjusted EBITDA | $ | 66 | $ | 81 | $ | 294 | $ | 358 | |||
| (1) | WAVE settled a portion of their pension plan, resulting in a non-cash accounting charge. | ||||||||||
| --- | --- | ||||||||||
| (2) | Represents Rockfon litigation costs and settlement. | ||||||||||
| --- | --- |
| (3) | Write off of intangible assets attributed to WAVE’s international businesses sold. These intangible assets were recognized as part of our adoption of fresh-start reporting upon emergence from Chapter 11 in 2006. |
|---|---|
| (4) | Donation to the AWI Foundation. |
| --- | --- |
Architectural Specialties
| For the Three Months Ended December 31, | For the Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Operating Income, Reported | $ | 1 | $ | 6 | $ | 22 | $ | 36 |
| Add: Acquisition Related Expenses (1) | 2 | - | 3 | - | ||||
| Operating Income, Adjusted | $ | 3 | $ | 6 | $ | 25 | $ | 36 |
| Add: D&A | 3 | 3 | 11 | 9 | ||||
| Adjusted EBITDA | $ | 7 | $ | 8 | $ | 36 | $ | 45 |
| (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 and deferred compensation accruals. | |||||||
| --- | --- |
Unallocated Corporate
| For the Three Months Ended December 31, | For the Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Operating (Loss) Income, Reported | $ | (2 | ) | $ | (3 | ) | $ | 14 | $ | (8 | ) | |
| Add: RIP expense (1) | 1 | 1 | 6 | 5 | ||||||||
| (Less): Gain on Sale of Idled China Plant Facility | - | - | (21 | ) | - | |||||||
| Operating (Loss), Adjusted | $ | (1 | ) | $ | (1 | ) | $ | (1 | ) | $ | (3 | ) |
| Add: D&A & Other | 1 | 1 | $ | 1 | 3 | |||||||
| 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 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, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Net cash provided by operations | $ | 70 | $ | 62 | $ | 219 | $ | 183 | ||||
| Net cash (used for) investing activities | $ | (89 | ) | $ | (18 | ) | $ | (141 | ) | $ | (89 | ) |
| Add: Acquisitions, net | $ | 90 | $ | 13 | 165 | 56 | ||||||
| Add: Litigation, net | $ | - | $ | 3 | - | 23 | ||||||
| (Less)/Add: Environmental (Recoveries) Payments, net | $ | (12 | ) | $ | 1 | (12 | ) | 5 | ||||
| Add/(Less): Payments for (Proceeds from) sale of international, net (1) | $ | 1 | $ | 11 | (20 | ) | 66 | |||||
| Add: Net Payments to WAVE for Portion of Proceeds from Sale of International Business | $ | - | $ | - | 13 | - | ||||||
| (Less): Proceeds from sale of Idled China Plant Facility | $ | (2 | ) | $ | - | (22 | ) | - | ||||
| Add: Charitable Contribution - AWI Foundation | $ | 10 | $ | - | 10 | - | ||||||
| Adjusted Free Cash Flow | $ | 68 | $ | 71 | $ | 212 | $ | 244 | ||||
| (1) | Includes related income tax impacts. | |||||||||||
| --- | --- | |||||||||||
| (2) | Donation to the AWI Foundation. | |||||||||||
| --- | --- |
Consolidated Results From Continuing Operations – Adjusted Diluted Earnings Per Share
| For the Three Months Ended December 31, | For the Year Ended December 31, | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||
| Total | Per Diluted<br><br><br>Share | Total | Per Diluted<br><br><br>Share | Total | Per Diluted<br><br><br>Share | Total | Per Diluted<br><br><br>Share | ||||||||||||||
| Earnings (Loss) from continuing operations, As Reported | $ | 35 | $ | 0.72 | $ | 51 | $ | 1.04 | $ | (84 | ) | $ | (1.76 | ) | $ | 242 | $ | 4.88 | |||
| Add/(Less): Income tax expense (benefit), as reported | 8 | $ | 8 | (43 | ) | $ | 57 | ||||||||||||||
| Earnings (Loss) from continuing operations before income taxes, As Reported | $ | 43 | $ | 60 | $ | (127 | ) | $ | 299 | ||||||||||||
| (Less)/Add: RIP (Credit) Expense (1) | (2 | ) | (2 | ) | 368 | (8 | ) | ||||||||||||||
| Add: WAVE Pension Settlement (2) | - | - | - | 1 | |||||||||||||||||
| Add: Litigation Expense (3) | - | - | - | 20 | |||||||||||||||||
| Add: Acquisition Related Expenses (4) | 2 | - | 3 | - | |||||||||||||||||
| (Less)/Add: Environmental (Recoveries) Expenses, net | (7 | ) | - | (6 | ) | 1 | |||||||||||||||
| Add: WAVE FSA (5) | - | - | - | 4 | |||||||||||||||||
| (Less): Gain on Sale of Idled China Plant Facility | - | - | (21 | ) | - | ||||||||||||||||
| Add: Accelerated Depreciation from closed St. Helens Facility | - | - | 3 | - | |||||||||||||||||
| Add: Charitable Contribution - AWI Foundation (6) | 10 | - | 10 | - | |||||||||||||||||
| Add/(Less): AWI Portion of WAVE's loss (gain) on Sale to Knauf | - | 5 | - | (21 | ) | ||||||||||||||||
| Adjusted earnings from continuing operations before income taxes | $ | 46 | $ | 63 | $ | 229 | $ | 297 | |||||||||||||
| (Less): Adjusted Income tax expense (7) | (9 | ) | $ | (8 | ) | (54 | ) | $ | (61 | ) | |||||||||||
| Adjusted net income | $ | 37 | $ | 0.77 | $ | 55 | $ | 1.11 | $ | 175 | $ | 3.63 | $ | 237 | $ | 4.78 | |||||
| Adjusted EPS Change versus Prior Year | -31% | -24% | |||||||||||||||||||
| Diluted Shares Outstanding (8) | 48.1 | 49.2 | 48.2 | 49.5 | |||||||||||||||||
| As Reported Tax Rate (9) | 19% | 13% | 24% | 20% | |||||||||||||||||
| (1) | RIP expense (credit) represents the entire actuarial net periodic pension expense (credit) recorded as a component of earnings from continuing operations. For all periods presented, we were not required and did not make cash contributions to our RIP. | ||||||||||||||||||||
| --- | --- | ||||||||||||||||||||
| (2) | WAVE settled a portion of their pension plan, resulting in a non-cash accounting charge. | ||||||||||||||||||||
| --- | --- | ||||||||||||||||||||
| (3) | Represents Rockfon litigation costs and settlement. | ||||||||||||||||||||
| --- | --- | ||||||||||||||||||||
| (4) | 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 accruals. | ||||||||||||||||||||
| --- | --- | ||||||||||||||||||||
| (5) | Write off of intangible assets attributed to WAVE’s international businesses sold. These intangible assets were recognized as part of our adoption of fresh-start reporting upon emergence from Chapter 11 in 2006. | ||||||||||||||||||||
| --- | --- | ||||||||||||||||||||
| (6) | Donation to the AWI Foundation. | ||||||||||||||||||||
| --- | --- | ||||||||||||||||||||
| (7) | Adjusted income tax expense is calculated using the as reported tax rate multiplied by the adjusted earnings from continuing operations before income taxes. | ||||||||||||||||||||
| --- | --- | ||||||||||||||||||||
| (8) | 2020 Dilutive shares outstanding for the year ended December 31, 2020 include anti-dilutive common stock equivalents which are excluded from U.S. GAAP Accounting. Dilutive shares outstanding for the three and twelve months ended December 31, 2019 are as-reported. | ||||||||||||||||||||
| --- | --- | ||||||||||||||||||||
| (9) | The tax rate for the year ended December 31, 2020 excludes Q1 pension annuitization and the gain on the sale of our idled China facility and for 2019 is our actual tax rate excluding WAVE’s gain on sale to Knauf. | ||||||||||||||||||||
| --- | --- |
Adjusted EBITDA Guidance
| For the Year Ending December 31, 2021 | |||||||
|---|---|---|---|---|---|---|---|
| Low | High | ||||||
| Net income | $ | 189 | to | $ | 198 | ||
| Add: Interest expense | 25 | 25 | |||||
| (Less): RIP credit (1) | (9 | ) | (9 | ) | |||
| Add: Income Tax Expense | 60 | 63 | |||||
| Operating income | $ | 264 | to | $ | 276 | ||
| Add: RIP expense (2) | 6 | 6 | |||||
| Add: D&A/Other | 90 | 90 | |||||
| Adjusted EBITDA | $ | 360 | to | $ | 372 | ||
| (1) | RIP credit represents the actuarial net periodic benefit expected to be recorded as a component of other non-operating income. We do not expect to and do not plan to make cash contributions to our RIP in 2021 based on guidelines established by the Pension Benefit Guaranty Corporation. | ||||||
| --- | --- | ||||||
| (2) | 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. | ||||||
| --- | --- |
Adjusted Diluted Earnings Per Share (EPS) Guidance
| For the Year Ending December 31, 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Low | Per Diluted<br><br><br>Share^(1)^ | High | Per Diluted<br><br><br>Share^(1)^ | ||||||||
| Net income | $ | 189 | $ | 3.93 | to | $ | 198 | $ | 4.12 | ||
| Add: Interest expense | 25 | 25 | |||||||||
| (Less): RIP Credit (2) | (9 | ) | (9 | ) | |||||||
| Add: Income tax Expense | 60 | 63 | |||||||||
| Operating income | $ | 264 | to | $ | 276 | ||||||
| Add: RIP expense (3) | 6 | 6 | |||||||||
| (Less): Interest expense | (25 | ) | (25 | ) | |||||||
| Adjusted earnings before income taxes | $ | 245 | to | $ | 257 | ||||||
| (Less): Income tax expense (4) | (61 | ) | (64 | ) | |||||||
| Adjusted net income | $ | 184 | $ | 3.80 | to | $ | 193 | $ | 4.00 | ||
| (1) | Adjusted EPS guidance for 2021 is calculated based on an adjusted effective tax rate of 25% and based on ~48 million of diluted shares outstanding. | ||||||||||
| --- | --- | ||||||||||
| (2) | RIP credit represents the actuarial net periodic benefit expected to be recorded as a component of other non-operating income. We do not expect to be required to make, nor do we plan to make cash contributions to our RIP based on guidelines established by the Pension Benefit Guaranty Corporation. | ||||||||||
| --- | --- | ||||||||||
| (3) | RIP expense represents only the plan service cost related to the U.S. pension plan and is recorded as a component of operating income. We do not expect to be required to make, nor do we plan to make cash contributions to our RIP based on guidelines established by the Pension Benefit Guaranty Corporation. | ||||||||||
| --- | --- | ||||||||||
| (4) | Adjusted income tax expense is based on an adjusted earnings before income tax. | ||||||||||
| --- | --- |
Adjusted Free Cash Flow Guidance
| For the Year Ending December 31, 2021 | |||||||
|---|---|---|---|---|---|---|---|
| Low | High | ||||||
| Net cash provided by operating activities | $ | 200 | to | $ | 210 | ||
| Add: Return of investment from joint venture | 65 | 70 | |||||
| Adjusted net cash provided by operating activities | $ | 265 | to | $ | 280 | ||
| Less: Capital expenditures | (80 | ) | (75 | ) | |||
| Adjusted Free Cash Flow | $ | 185 | to | $ | 205 |
14
awi-ex992_6.pptx.htm
Earnings Call Presentation 4th Quarter 2020 February 23, 2021 Exhibit 99.2
Our disclosures in this presentation, including without limitation, those relating to future financial results market conditions and guidance, the impacts of COVID-19 on our business, and in our other public documents and comments contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. 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. 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 may affect our ability to achieve the projected performance is included in the “Risk Factors” and “Management’s Discussion and Analysis” sections of our reports on Forms 10-K and 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”). 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-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 23, 2021 and will not be updated or affirmed unless and until we publicly announce updated or affirmed guidance Safe Harbor Statement
All figures throughout the presentation are in $ millions unless otherwise noted. Figures may not add due to rounding. When reporting our financial results within this presentation, we make several adjustments. Management uses these non-GAAP measures in managing the business and believes the adjustments provide meaningful comparisons of operating performance between periods. As reported results will be footnoted throughout the presentation on a continuing operations basis (excludes corporate unallocated). Basis of Presentation Explanation Results throughout this presentation are presented on a normalized basis with the exception of cash flow. We remove the impact of certain discrete expenses and income. The Company excludes certain acquisition related expenses (i.e. – changes in the fair value of earnouts, deferred compensation accruals, impact of adjustments related to the fair value of inventory and deferred revenue) for recent acquisitions(1). Examples of other excluded items include plant closures, restructuring actions and related costs, impairments, separation costs, environmental site expenses and related insurance recoveries, endowment level charitable contributions, and other large unusual items. We also adjust for our U.S. pension plan (credit) expense(2). 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. The deferred compensation accruals are for cash and stock awards that will be recorded over the vesting period, as such payments are subject to the sellers’ and employees’ continued employment with the Company. U.S. pension (credit) expense represents the actuarial net periodic benefit cost expected to be recorded as a component of earnings from continuing operations. For all periods presented, we were not required and did not make cash contributions to our U.S. Retirement Income Plan based on guidelines established by the Pension Benefit Guaranty Corporation.
Consolidated Company Key Metrics-Fourth Quarter 2020 As reported EPS: $0.72 in 2020 and $1.04 in 2019. As defined by the terms of our credit agreement 2020 2019 Variance Net Sales $238.7 $0 $246.9 -3.3211826650465848E-2 Adj. EBITDA $72.599999999999994 $0 $89.5 $0 -0.18882681564245818 % of Sales 0.30414746543778803 0.36249493722154719 -580 bps hardcode watchout Adj. Earnings Per Share (1) $0.77 $1.1100000000000001 -0.3063063063063064 Adj. Free Cash Flow $67.8 $71.099999999999994 -4.6413502109704602E-2 Cash $136.9 $45 $91.9 Revolver Availability $275 $385 $-,110 Liquidity $411.9 $430 $-18.100000000000023 Net Debt $578 $566 $12 Leverage(2) 1.8x 1.4x
COVID-19 impacts demand Strength in Big Box channel and weakness in major metro areas drive lower mix Manufacturing gains driven by productivity Sales continued to improve sequentially in the quarter Mineral Fiber Fourth Quarter Results Sales improving sequentially as major metro areas reopen Key Highlights Q1 Q2 Q3 Q4 Current Quarter Comments 2019 Adjusted EBITDA $82 $96 $99 $81 AUV (5) (5) (4) (7) Strength in big box drives negative mix, price positive Volume 0 (36) (21) (7) COVID-19 market disruption, sequential improvement Manufacturing 5 7 5 6 Continued productivity gains and cost out actions Input costs 0 4 2 1 Lower raw material and energy costs SG&A 4 5 4 (6) Investments in organic and inorganic growth initiatives WAVE 1 (9) (7) (3) Volume impacted by COVID-19 2020 Adjusted EBITDA $87 $63 $79 $66 Margins contracted 530 bps in Q4 % Change 6% (35%) (21%) (19%)
Sales up 13% as acquisitions of Turf Design, Moz Designs, and Arktura LLC add $11 million AS Organic* Sales down (9%) or ($5) million Architectural Specialties Fourth Quarter Results Acquisitions offset COVID headwinds Key Highlights Q1 Q2 Q3 Q4 Current Quarter Comments 2019 Adjusted EBITDA $10 $12 $14 $8 Sales 4 (2) 5 7 Direct margin improvement driven by acquisitions Period Expense (2) (3) (3) (4) Manufacturing expenses relating to acquisitions SG&A (2) (1) (4) (5) SG&A expenses relating to acquisitions 2020 Adjusted EBITDA $10 $6 $13 $7 Margins contracted 420 bps in Q4 % Change (2%) (48%) (9%) (16%) *AS Organic excludes 2020 Acquisitions; Turf, Moz, Arktura
Adjusted EBITDA Bridge – Fourth Quarter 2020 vs. PY ($0) ($7) $2 ($11) $2 ($3) Mix fall through driven by growth in big box channel…Sequential improvement within quarter…SG&A change driven by growth investments and acquisitions Normalized(1) May not sum due to rounding (2) Excludes Depreciation 2020 Acquisitions - 8 - - (2) (3) - 3
Adjusted Free Cash Flow Bridge - Fourth Quarter 2020 vs. PY $5 Cash earnings decline driven by volume declines due to Covid-19 ($8) $0 ($0) (2) NOTE: Adjustments include cash used or proceeds received for acquisitions and divestures, legacy environmental matters and litigation May not sum due to rounding Includes cash earnings, working capital and other current assets and liabilities Normalized(1) $68 ($1)
Consolidated Company Key Metrics – FY 2020 As reported EPS: ($1.76) in 2020 and $4.88 in 2019. 2020 2019 Variance Net Sales $936.9 $0 $1,038.999999999999 -9.7485791349580908E-2 Adj. EBITDA $329.9 $0 $403.1 $0 -0.18159265690895565 % of Sales 0.35211868929448181 0.3883055582313843 -360 Adj. Earnings Per Share (1) $3.63 $4.78 -0.24058577405857751 Adj. Free Cash Flow $212.4 $244 -0.12950819672131145
Adjusted EBITDA Bridge – FY 2020 vs. PY ($51) ($21) $10 ($4) $10 ($18) Balancing short-term cost containment with long-term growth drivers 2020 Acquisitions - 14 - - (3) (6) - 5 May not sum due to rounding (2) Excludes Depreciation Normalized(1)
Adjusted Free Cash Flow Bridge – FY 2020 vs. PY ($47) Cash earnings decline driven by volume declines due to Covid-19 $16 $9 ($17) $7
2021 Guidance $3.80 – $4.00 5% – 10% YoY $3.63 Adjusted EBITDA Adjusted EPS* Adjusted Free Cash Flow Revenue $937 $330 $1,030 - $1,060 10% – 13% YoY $360 - $372 9% – 13% YoY MF AUV 4%-6%, positive like-for-like pricing & mix Growth Initiatives, primarily kanopi & Healthy Spaces, drive MF volume up 0%-2% 2020 acquisitions benefit AS 25%-30% AUV and volume gains fall through Manufacturing productivity and improved earnings from WAVE drive margin improvement Includes benefit of 2020 acquisitions Investment in growth initiatives continues in 2021 $75-$80 million of Cap Ex $25 million of cash interest expense Cash tax rate 20% - 25% Higher Working Capital due to increased sales 2020 Actual 2021 Guidance $25 million of interest expense 25% book tax rate $90 million of depreciation 48 million average diluted shares outstanding $185 - $205 (13%) – (3%) YoY 19% FCF Margin $212 *As reported EPS: ($1.76) in 2020 due to pension annuitization
2021 Sales Guidance COVID-19 impacts create unusual seasonality in 2021 Q2 2020 key city shutdowns drives changes to historic seasonality
Appendix
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 and did not make cash contributions to our RIP. WAVE settled a portion of their pension plan, resulting in a non-cash accounting charge. Represents Rockfon litigation costs and settlement. 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 accruals. Write off of intangible assets attributed to WAVE’s international business sold. These intangible assets were recognized as part of our adoption of fresh-start reporting upon emergence from Chapter 11 in 2006. Donation to the AWI Foundation. CONSOLIDATED For the Three Months Ended December 31, For the Twelve Months Ended December 31, qtr YTD 2020 2019 V 2020 2019 V Earnings (Loss) from continuing operations, Reported 34.799999999999983 51.499999999999801 -16.699999999999818 -84.099999999999966 242.29999999999987 -326.39999999999986 rounding Add: Income tax expense (benefit), as reported 8.2999999999999972 8.3000000000000043 0 -42.6 57.1 -99.7 Earnings (Loss) before tax, Reported 43.09999999999998 59.799999999999805 -16.699999999999825 -126.89999999999995 299.39999999999986 -426.29999999999984 rounding Add: Interest/other income and expense, net 0.99999999999996803 2.3999999999999986 -1.4000000000000306 381.5 18 363.5 Operating Income, Reported 44.099999999999952 62.199999999999804 -18.099999999999852 254.60000000000005 317.39999999999986 -62.799999999999812 Add: RIP Cost (1) 1.38817225 1.1902507499999999 0.19792150000000008 5.552689 4.7610029999999997 0.79168600000000033 Add: WAVE Pension Settlement (2) 0 0 0 0 1.2182105000000001 -1.2182105000000001 Add: Litigation Expense (3) 0 0 0 0 19.580649000000001 -19.580649000000001 Add: Acquisition Related Expenses (4) 2.0430000000000001 0 2.0430000000000001 2.7470000000000003 0 2.7470000000000003 Add/(Less): Net Environmental (Recoveries) Expenses -7.2893778200000003 0 -7.2893778200000003 -6.4379933200000004 1.06643 -7.5044233200000008 (Less): Gain on Sale of Idled China Plant Facility 0 0 0 -21.013036 0 -21.013036 Add: WAVE FSA (5) 0 0 0 0 4.3963679999999998 -4.3963679999999998 Add/(Less): AWI Portion of WAVE's loss (gain) on Sale to Knauf 0 5 -5 0 -20.645595 20.645595 Add: Charitable Contribution - AWI Foundation (6) 10.055 0 10.055 10 0 10 rounding Add: D&A 22.406350476177614 21 1.4063504761776144 84.297040928417232 75 9.297040928417232 Adjusted EBITDA 72.703144906177556 89.635692749999805 -16.932547843822249 329.74570060841734 402.77706549999988 -73.031364891582541 rounding -0.18890407743094373 -0.18131957141333949
Adjusted Diluted Earnings Per Share Reconciliation RIP expense (credit) represents the entire actuarial net periodic pension expense (credit) recorded as a component of earnings from continuing operations. For all periods presented, we were not required and did not make cash contributions to our RIP. WAVE settled a portion of their pension plan, resulting in a non-cash accounting charge. Represents Rockfon litigation costs and settlement. 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 accruals. Write off of intangible assets attributed to WAVE’s international businesses sold. These intangible assets were recognized as part of our adoption of fresh-start reporting upon emergence from Chapter 11 in 2006. Donation to the AWI Foundation. Adjusted income tax expense is calculated using the as reported tax rate multiplied by the adjusted earnings from continuing operations before income taxes. 2020 Dilutive shares outstanding for the year ended December 31, 2020 include anti-dilutive common stock equivalents which are excluded from U.S. GAAP Accounting. Dilutive shares outstanding for the three and twelve months ended December 31, 2019 are as-reported. The tax rate for the year ended December 31, 2020 excludes Q1 pension annuitization and the gain on the sale of our idled China facility and for 2019 is our actual tax rate excluding WAVE’s gain on sale to Knauf. CONSOLIDATED For the Three Months Ended December 31, For the Twelve Months Ended December 31, 2020 Per Diluted 2019 Per Diluted V 2020 Per Diluted 2019 Per Diluted V Share Share Share Share Earnings (Loss) from continuing operations, As Reported $35 $0.72 $51 $1.04 ($17) ($84) ($1.76) $242 $4.88 ($236) Add/(Less): Income tax expense (benefit), as reported $8 $8 $0 ($43) $57 ($100) Earnings (Loss) from continuing operations before income taxes, As Reported $43 $60 ($17) ($127) $299 ($426) (Less)/Add: RIP (Credit) Expense (1) ($2) ($2) $0 $368 ($8) $375 Add: WAVE Pension Settlement (2) - - - - $1 ($1) Add: Litigation Expense (3) - - - - $20 ($20) Add: Acquisition Related Expenses (4) $2 - $2 $3 - $3 (Less)/Add: Environmental (Recoveries) Expenses, net ($7) - ($8) ($6) $1 ($8) Add: WAVE FSA (5) - - - - $4 ($4) (Less): Gain on Sale of Idled China Plant Facility - - - ($21) - ($21) Add: Accelerated Depreciation from closed St. Helens facility - - - $3 - $3 Add: Charitable Contribution – AWI Foundation (6) $10 - $10 $10 - $10 Add/(Less): AWI Portion of WAVE's (gain) on Sale to Knauf - $5 ($5) - ($21) $21 Adjusted earnings from continuing operations before income taxes $46 $63 ($17) $229 $297 ($68) (Less): Adjusted Income tax expense (7) ($9) ($8) ($1) ($54) ($61) $7 Adjusted net income $37 $0.77 $55 $1.11 ($18) $175 $3.63 $237 $4.78 ($61) Adjusted EPS Change versus Prior Year -31% -24% Diluted Shares Outstanding (8) 48.1 49.2 48.2 49.5 Tax Rate (9) 19% 13% 24% 20%
Adjusted Free Cash(1) Flow Reconciliation Adjusted free cash flow is defined as cash from operations and dividends received from the WAVE joint venture, less expenditures for property and equipment, and is adjusted to remove the impact of cash used or proceeds received for acquisitions and divestitures, legacy environmental matters and litigation. The Company believes adjusted free cash flow is useful because it provides insight into the amount of cash that the Company has available for discretionary uses, after expenditures for capital commitments and adjustments for acquisitions and divestitures. Free cash flow includes discontinued international operations. Includes related income tax impacts. Donation to the AWI Foundation. For the Three Months Ended December 31, For the Year Ended December 31, 2020 2019 V 2020 2019 V Net cash provided by operating activities $70.400000000000006 $62 $8.4000000000000057 $218.8 $183 $35.800000000000011 Net cash (used for) investing activities $-88.899999999999991 $-18 $-70.899999999999991 $-,141.1 $-89 $-52.099999999999994 Add: Acquisitions, net $90.4 $13 $77.400000000000006 $164.6 $56 $108.6 Add: Litigation, net - $3 $-3 - $23 $-23 (Less)/Add: Environmental (Recoveries) Payments, net $-12.4 $0.6 $-13 $-11.5 $5 $-16.5 Add/(Less): Payments for (Proceeds from) sale of international, net (2) $1 $11 $-10 $-19.600000000000001 $66 $-85.6 Add: Net Payments to WAVE for Portion of Proceeds from Sale of International Businesses - - - $12.9 - $13 (Less): Proceeds from sale of Idled China Plant Facility $-2.4 - $-2 $-21.7 - $-21.7 Add: Charitable Contribution - AWI Foundation (3) $10 - $10 $10 - $10 Adjusted Free Cash Flow $67.8 $71.099999999999994 $-3.2999999999999972 $212.4 $244 $-31.6 -4.6413502109704602E-2 -0.12950819672131147
Segment Reported Operating Income (Loss) to Adjusted 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 and did not make cash contributions to our RIP. Donation to the AWI Foundation. MINERAL FIBER ARCHITECTURAL SPECIALTIES UNALLOCATED CORPORATE For the Three Months Ended December 31, 2016 V 2020 2019 V 2020 2019 V 2020 2019 V Operating Income (Loss) – As Reported 45 59.100000000000023 -14.100000000000023 1.1000000000000001 5.6 -4.5 -2.3000000000000007 -2.5 0.19999999999999929 Add: RIP Cost (1) 0 0 0 0 0 0 1.38817225 1.1902507499999999 0 Add: Acquisition Related Expenses 0 0 0 2.0430000000000001 0 2.0430000000000001 0 0 0 (Less)/Add: Environmental (Recoveries) Expenses, net -7.2893778200000003 0.24544199999999999 -7.5348198200000001 0 0 0 0 0 0 Add: Charitable Contribution - AWI Foundation (2) 10 0 10 0 0 0 0 0 0 Add: AWI Portion of WAVE's (gain) on Sale to Knauf 0 4.7096900000000002 -4.7096900000000002 0 0 0 0 0 0 Add: Depreciation and Amortization 18.064586740158063 17.296140426947275 0.76844631321078793 3.4299359860199745 2.5774983476340196 0.85243763838595488 0.91182775000000071 1.3097492500000001 -0.39792149999999937 EBITDA – Adjusted 65.8 81.400000000000006 -15.600000000000009 6.9 8.1999999999999993 -1.2999999999999989 0 0 0 -0.19164619164619179 -0.15853658536585358
EBITDA – Guidance Reconciliation Adjusted EBITDA RIP credit represents the actuarial net periodic benefit expected to be recorded as a component of other non-operating income. We do not expect to be and do not plan to make cash contributions to our U.S. Retirement Income Plan based on guidelines established by the Pension Benefit Guaranty Corporation. RIP expense represents only the service cost related to the U.S. pension plan that is recorded within Operating Income. For all periods presented, we were not required and did not make cash contributions to our U.S. Retirement Income Plan. For the Year Ending December 31, 2021 Low to High Netincome $188.56337550000001 to $197.56337550000001 Add: Interest expense 25 25 (Less): RIP credit (1) -9 -9 Add: Income tax expense 59.854458500000007 62.854458500000007 Add: RIP expense (2) 5.582166 5.582166 Add: D&A 90 90 Adjusted EBITDA $360 to $372
Adjusted EPS & Free Cash Flow – Guidance Reconciliation Adjusted Diluted Earnings Per Share Adjusted Free Cash Flow Adjusted EPS guidance for 2021 is calculated based on an adjusted effective tax rate of 25% and based on ~48 million of diluted shares outstanding. RIP credit represents the actuarial net periodic benefit expected to be recorded as a component of other non-operating income. We do not expect to be required to make, nor do we plan to make cash contributions to our U.S. Retirement Income Plan based on guidelines established by the Pension Benefit Guaranty Corporation. RIP expense represents only the service cost related to the U.S. pension plan and is recorded as a component of operating income. We do not expect to be required to make, nor do we plan to make cash contributions to our U.S. Retirement Income Plan based on guidelines established by the Pension Benefit Guaranty Corporation. Adjusted income tax expense is based on an adjusted earnings before income tax. For the Year Ending December 31, 2021 Low to High Net cash provided by operating activities $200 to $210 Add: Return of investment from joint venture 65 70 Adjusted net cash provided by operating activities $265 to $280 (Less): Capital Expenditures -80 -75 Adjusted Free Cash Flow $185 to $205 For the Year Ending December 31, 2021 Low Per DilutedShare(1) to High Per DilutedShare(1) Net income $188.56337550000001 $3.93 to $197.56337550000001 $4.12 low high Add: Interest expense 25 25 (Less): RIP Credit (2) -9 -9 Add: Income tax expense 59.854458500000007 62.854458500000007 Operating income 264.41783400000003 276.41783400000003 Add: RIP expense (3) 6 6 (Less): Interest expense -25 -25 Adjusted earnings before income taxes 245.41783400000003 to 257.41783400000003 (Less): Income tax expense (4) -61.354458500000007 -64.354458500000007 rate 0.25 0.25 Adjusted net income $184.06337550000001 $3.8 to $193.06337550000001 $4 shares 48 48 $226.25 $4.6173469387755102 to $241.3 $4.924489795918368 $40 $40 $-20 $-20 $68.775000000000006 $73.775000000000006 $315.10000000000002 $335.1 $5 $5 $-40 $-40 $280.10000000000002 to $300.10000000000002 $-70.025000000000006 $-75.025000000000006 $210.07500000000002 $4.3765625000000004 to $225.07500000000002 $4.6890625000000004