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): July 29, 2016
ARMSTRONG WORLD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania | 1-2116 | 23-0366390 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
2500 Columbia Avenue P.O. Box 3001 Lancaster, Pennsylvania |
17603 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants 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 the registrant under any of the following provisions:
¨ | 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)) |
Section 2 Financial Information
Item 2.02 | Results of Operations and Financial Condition. |
On July 29, 2016, Armstrong World Industries, Inc. (the Company) issued a press release announcing its second quarter 2016 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 July 29, 2016, the Company issued a press release announcing that it will report its second quarter 2016 consolidated financial results via a webcast and conference call on Friday, July 29, 2016 at 11:00 a.m. Eastern Time which can be accessed through the Investors section of the Companys website, www.armstrongceilings.com. During its report, the Company will reference a slide presentation, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.
On July 29, 2016, the Company issued a press release announcing that its Board of Directors approved a stock repurchase program (the Share Repurchase Program), pursuant to which the Company may, at times and in such amounts as management deems appropriate, subject to market and business conditions, regulatory requirements and other factors, purchase shares of its common stock for an aggregate repurchase price not to exceed $150 million. Repurchases under the Share Repurchase Program may be made through open market, block and privately-negotiated transactions, including Rule 10b5-1 plans. The Share Repurchase Program extends through July 2018 unless extended by the Board of Directors, does not obligate the Company to purchase any particular amounts of common stock and may be suspended or discontinued at any time without notice. The full text of the Share Repurchase Program press release is attached hereto as Exhibit 99.3.
The Company has also updated its Investor Presentation, dated July 29, 2016, a copy of which is attached hereto as Exhibit 99.4.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.2, 99.3 and 99.4, 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. |
Exhibit |
Description | |
99.1 | Press Release of Armstrong World Industries, Inc. dated July 29, 2016 | |
99.2 | Earnings Call Presentation Second Quarter 2016 dated July 29, 2016 | |
99.3 | Press Release of Armstrong World Industries, Inc. dated July 29, 2016 | |
99.4 | Armstrong World Industries, Inc. Investor Presentation dated July 29, 2016 |
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: July 29, 2016 |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press Release of Armstrong World Industries, Inc. dated July 29, 2016 | |
99.2 | Earnings Call Presentation Second Quarter 2016 dated July 29, 2016 | |
99.3 | Press Release of Armstrong World Industries, Inc. dated July 29, 2016 | |
99.4 | Armstrong World Industries, Inc. Investor Presentation dated July 29, 2016 |
Exhibit 99.1
Armstrong World Industries Reports
Second Quarter 2016 Results
Key Highlights
| Americas volume up mid-single digits over Q215 |
| Operating income from continuing operations of $51.7 million, up 26% over Q215 |
| Adjusted EBITDA from continuing operations of $82 million, up 19% over Q215 |
| Announces $150 million dollar share repurchase program |
| Reiterates full year 2016 adjusted EBITDA guidance, with lower revenue guidance on softer outlook in international markets. |
LANCASTER, Pa., July 29, 2016 Armstrong World Industries, Inc. (NYSE:AWI), a global leader in the design and manufacture of innovative commercial and residential ceiling, wall and suspension system solutions, today reported financial results for the second quarter ended June 30, 2016.
As previously announced, on April 1, 2016, AWI completed the separation of its legacy flooring business that now operates as Armstrong Flooring Inc. (AFI), an independent, publicly-traded company. Beginning with the second quarter of 2016, AFIs historical results are reflected in AWIs Consolidated Financial Statements as a discontinued operation and excluded from results of continuing operations.
Second Quarter Results from continuing operations
(Amounts in millions except per share data) | Three Months Ended June 30, | Change | ||||||||||
2016 | 2015 | |||||||||||
Net sales |
$ | 314.3 | $ | 306.1 | 2.7 | % | ||||||
Operating income |
51.7 | 41.2 | 25.5 | % | ||||||||
Net income |
16.6 | 15.1 | 9.9 | % | ||||||||
Diluted earnings per share |
$ | 0.29 | $ | 0.27 | 7.4 | % |
Excluding the unfavorable impact from foreign exchange of $4 million, consolidated net sales increased 3.9% compared to the prior year period, driven by broad based volume growth in the Americas and improvement in average sales dollars per unit sold, or average unit value (AUV). Volumes in the Americas were up mid-single digits and were partially offset by lower volumes in international markets.
The improvement in operating income and net income compared to the prior year period was driven by lower SG&A costs in international regions, higher earnings from the WAVE joint venture, the margin impact of higher volume and AUV improvement.
In the second quarter, we delivered strong sales growth in the Americas with sales up 6%, and expanded adjusted EBITDA margins globally by 340 basis points, said Vic Grizzle, CEO. Im pleased that our growth initiatives contributed significantly to our results in the quarter, as we saw double digit topline growth with premium products in both our core tile business and Architectural Specialties.
Additional (non-GAAP*) Financial Metrics from continuing operations
(Amounts in millions except per share data) | Three Months Ended June 30, | Change | ||||||||||
2016 | 2015 | |||||||||||
Adjusted operating income |
$ | 61 | $ | 50 | 23.1 | % | ||||||
Adjusted net income |
$ | 31 | $ | 26 | 23.0 | % | ||||||
Adjusted diluted earnings per share |
$ | 0.56 | $ | 0.46 | 22.5 | % |
(Amounts in millions) | Three Months Ended June 30, |
Change | 2015 Comparable Base EBITDA |
Change | ||||||||||||||||
2016 | 2015 | |||||||||||||||||||
Adjusted EBITDA |
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Americas |
$ | 80 | $ | 88 | (8.5 | %) | $ | 71 | 13.4 | % | ||||||||||
EMEA |
| (4 | ) | Favorable | (1 | ) | 75.0 | % | ||||||||||||
Pacific Rim |
3 | | Favorable | | Favorable | |||||||||||||||
Unallocated Corporate |
(1 | ) | (15 | ) | Favorable | (1 | ) | Favorable | ||||||||||||
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Consolidated Adjusted EBITDA |
$ | 82 | $ | 69 | 18.5 | % | $ | 68 | 19.3 | % |
* | The Company uses the above non-GAAP adjusted measures, as well as other non-GAAP measures mentioned below, in managing the business and believes the adjustments provide meaningful comparisons of operating performance between periods. Adjusted operating income, adjusted EBITDA, adjusted net income, and adjusted EPS exclude the impact of foreign exchange, restructuring charges and related costs, impairments, the non-cash impact of the U.S. pension plan, separation costs and certain other discrete gains and losses. Adjusted figures are reported in comparable dollars using the budgeted exchange rate for 2016, and are reconciled to the most comparable GAAP measures in tables at the end of this release. |
Adjusted operating income and adjusted EBITDA improved by 23% and 19%, respectively, in the second quarter of 2016 when compared to the prior year period. The improvement in adjusted EBITDA was driven by lower SG&A costs in international regions, higher earnings from the WAVE joint venture, the margin impact of higher volume and AUV improvement. Adjusted earnings per share is calculated using a 39% adjusted tax rate in both periods.
Second Quarter Segment Highlights
Effective April 1, 2016, the former Building Products operating segment was disaggregated into the following three distinct geographical segments: Americas (including Canada); Europe, Middle East and Africa (including Russia) (EMEA) and Pacific Rim. The Unallocated Corporate segment historically included assets, liabilities, income and expenses that had not been allocated to the geographical segments, including AFI separation costs.
Adjusted EBITDA improved in all three geographic segments, excluding the impact of stand-alone corporate costs allocated to the Americas segment.
Americas
Three Months Ended June 30, |
Change | 2015 Comparable Base EBITDA |
Comparable | |||||||||||||||||
2016 | 2015 | |||||||||||||||||||
Total segment net sales (as reported) |
$ | 214.8 | $ | 202.7 | 6.0 | % | ||||||||||||||
Operating income (as reported) |
$ | 64.3 | $ | 71.9 | (10.6 | %) | ||||||||||||||
Constant currency sales |
$ | 214 | $ | 202 | 6.3 | % | ||||||||||||||
Adjusted EBITDA |
$ | 80 | $ | 88 | (8.5 | %) | $ | 71 | 13.4 | % |
Excluding the unfavorable impact of foreign exchange of approximately $1 million, net sales in the Americas for the second quarter increased 6.3%, driven by broad based mid-single digit volume growth in the Americas and continued improvement in AUV. On an as reported basis, operating income decreased, driven by higher SG&A expenses and manufacturing costs, due to increased costs as result of the AFI separation. These costs more than offset the margin impact of higher volumes, strong earnings from the WAVE joint venture and improvements in AUV.
EMEA
Three Months Ended June 30, |
Change | 2015 Comparable Base EBITDA |
Comparable | |||||||||||||||||
2016 | 2015 | |||||||||||||||||||
Total segment net sales (as reported) |
$ | 65.6 | $ | 68.6 | (4.4 | %) | ||||||||||||||
Operating (loss) (as reported) |
($ | 5.3 | ) | ($ | 6.2 | ) | 14.5 | % | ||||||||||||
Constant currency sales |
$ | 67 | $ | 68 | (1.9 | %) | ||||||||||||||
Adjusted EBITDA |
($ | | ) | ($ | 4 | ) | Favorable | ($ | 1 | ) | 75.0 | % |
Excluding the unfavorable impact of foreign exchange of approximately $2 million, net sales in EMEA for the second quarter decreased 1.9%, driven by lower volumes as lower sales in the Middle East were mostly offset by higher sales in Russia. On an as reported basis, operating loss decreased, driven by lower SG&A costs and lower manufacturing and input costs that offset the margin impact from lower volumes. The improvement in SG&A costs over the prior year period reflects the benefit of prior cost reduction actions and strong cost control to mitigate softer end markets.
Pacific Rim
Three Months Ended June 30, |
Change | 2015 Comparable Base EBITDA |
Comparable | |||||||||||||||
2016 | 2015 | |||||||||||||||||
Total segment net sales (as reported) |
$ | 33.9 | $ | 34.8 | (2.6 | %) | ||||||||||||
Operating (loss) (as reported) |
($ | 2.1 | ) | ($ | 1.5 | ) | (40.0 | %) | ||||||||||
Constant currency sales |
$ | 34 | $ | 33 | 1.2 | % | ||||||||||||
Adjusted EBITDA |
$ | 3 | ($ | | ) | Favorable | $ | | Favorable |
Excluding the unfavorable impact of foreign exchange of approximately $1 million, net sales in the Pacific Rim for the second quarter increased 1.2%, as improvements in AUV offset lower volumes. On an as reported basis, the increase in operating loss was due entirely to severance charges associated with cost reduction actions, which offset improvements in AUV and lower SG&A expenses.
Unallocated Corporate
As a result of the AFI separation on April 1, 2016, the majority of the AWI corporate support functions, representing costs of approximately $16 million for the three months ended June 30, 2016, were incorporated into the Americas segment. As a result, unallocated corporate support expenses decreased significantly during the three months ended June 30, 2016 when compared to the same period in 2015.
On an as reported basis, unallocated corporate expense of $5.2 million decreased from $23.0 million in the prior year. The decrease was due to the inclusion of most of the corporate costs within the Americas segment. The expenses flowing through this segment in 2016 are costs and expenses related to the AFI separation.
Year to Date Results from continuing operations
Year to Date
(Amounts in millions) | Six Months Ended June 30, |
Change | 2015 Comparable Base EBITDA |
Comparable | ||||||||||||||||
2016 | 2015 | |||||||||||||||||||
Net sales (as reported) |
$ | 601.7 | $ | 598.1 | 0.6 | % | ||||||||||||||
Operating income (as reported) |
$ | 73.3 | $ | 75.3 | (2.7 | %) | ||||||||||||||
Constant currency sales |
$ | 607 | $ | 591 | 2.6 | % | ||||||||||||||
Adjusted EBITDA |
$ | 152 | $ | 130 | 17.6 | % | $ | 129 | 18.5 | % |
Excluding the unfavorable impact from foreign exchange of approximately $11 million, year to date consolidated net sales increased 2.6% compared to the prior year period driven by higher volumes in the Americas and improvements in AUV.
On an as reported basis, operating income declined by 2.7% driven by AFI separation expenses. Separation expenses in the first six months of 2016 were $31 million, compared to $9 million in the prior year period. Operating income was also impacted by strong earnings from the WAVE joint venture, lower SG&A expenses reflecting cost control measures plus the net impact of the separation, and the margin impact from higher volumes, which more than offset higher manufacturing and input costs, and the margin impact of unfavorable AUV.
Share Repurchase Program
AWI also separately announced today that its Board of Directors authorized a stock repurchase program under which it may repurchase up to $150 million of its outstanding common stock. The repurchase authorization extends through July of 2018. As a key component of our capital allocation strategy, this authorization demonstrates our conviction in our strategic growth initiatives and the potential of our business, said Vic Grizzle, CEO.
Market Outlook and 2016 Guidance (1)
For the full year 2016, we are maintaining our adjusted EBITDA guidance, with constant currency sales now expected to be in the $1.23 to $1.28 billion range, said Brian MacNeal, CFO. We expect sales to improve sequentially in the second half of the year in our international markets after a slow start to the year, but with the uncertainty created by the U.K. referendum to leave the European Union, we expect the rate of improvement to be less than what we had previously anticipated.
The Company is maintaining its expected range for full year 2016 adjusted EBITDA of $310 to $330 million and its free cash flow range of $80 to $100 million. The Company now expects adjusted earnings per share, to be in the range of $2.05 to $2.25 per diluted share.
(1) | Sales guidance includes the impact of foreign exchange. Guidance metrics, other than sales, are presented using 2016 budgeted foreign exchange rates. Adjusted EPS guidance for 2016 is calculated based on an adjusted effective tax rate of 39%. |
Earnings Webcast
Management will host a live Internet broadcast beginning at 11:00 a.m. Eastern time today, to discuss second quarter 2016 results. This event will be broadcast live on the Companys Web site. 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 Companys Web site 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, 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 Managements 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.
About Armstrong and Additional Information
More details on the Companys performance can be found in its quarterly report on Form 10-Q for the quarter ended June 30, 2016 that the Company expects to file with the SEC today.
Armstrong World Industries, Inc. (AWI) is a global leader in the design and manufacture of innovative commercial and residential ceiling, wall and suspension system solutions. With 3,800 employees and fiscal 2015 revenues from ceiling operations in excess of $1.2 billion, AWI operates from a global manufacturing network of 24 facilities, including 9 plants dedicated to its WAVE joint venture. On April 1, 2016, AWI completed the separation of its legacy flooring business that now operates as Armstrong Flooring Inc., an independent, publicly-traded company. For more information, visit www.armstrongceilings.com.
Additional forward looking non-GAAP metrics are available on the Companys web site at http://www.armstrongceilings.com/ under the Investor Relations 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 and year to date data is unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Net Sales |
$ | 314.3 | $ | 306.1 | $ | 601.7 | $ | 598.1 | ||||||||
Costs of goods sold |
222.8 | 214.6 | 425.9 | 417.5 | ||||||||||||
Selling general and administrative expenses |
55.8 | 61.6 | 109.5 | 125.9 | ||||||||||||
Separation costs |
3.9 | 5.1 | 31.0 | 9.4 | ||||||||||||
Equity (earnings) from joint venture |
(19.9 | ) | (16.4 | ) | (38.0 | ) | (30.0 | ) | ||||||||
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Operating income |
51.7 | 41.2 | 73.3 | 75.3 | ||||||||||||
Interest expense |
12.5 | 11.4 | 34.4 | 22.6 | ||||||||||||
Other non-operating expense |
| 0.2 | | 2.7 | ||||||||||||
Other non-operating (income) |
(2.1 | ) | (3.4 | ) | (7.3 | ) | (5.4 | ) | ||||||||
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Earnings from continuing operations before income taxes |
41.3 | 33.0 | 46.2 | 55.4 | ||||||||||||
Income tax expense |
24.7 | 17.9 | 36.7 | 34.6 | ||||||||||||
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Earnings from continuing operations |
$ | 16.6 | $ | 15.1 | $ | 9.5 | $ | 20.8 | ||||||||
Net earnings (loss) from discontinued operations, net of tax expense of $-, $7.3, $0.1 and $10.7 |
| 14.8 | (4.5 | ) | 12.9 | |||||||||||
Gain (loss) from disposal of discontinued business, net of tax (benefit) of ($0.1), $-, ($1.9) and ($43.4) |
0.3 | (0.3 | ) | 2.0 | 42.5 | |||||||||||
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Net earnings (loss) from discontinued operations |
0.3 | 14.5 | (2.5 | ) | 55.4 | |||||||||||
Net earnings |
$ | 16.9 | $ | 29.6 | $ | 7.0 | $ | 76.2 | ||||||||
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Other comprehensive income (loss), net of tax: |
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Foreign currency translation adjustments |
(13.2 | ) | 7.4 | (11.8 | ) | (7.9 | ) | |||||||||
Derivative (loss) |
(2.1 | ) | (0.6 | ) | (0.5 | ) | (1.1 | ) | ||||||||
Pension and postretirement adjustments |
9.2 | 9.2 | 17.0 | 21.1 | ||||||||||||
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Total other comprehensive (loss) income |
(6.1 | ) | 16.0 | 4.7 | 12.1 | |||||||||||
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Total comprehensive income |
$ | 10.8 | $ | 45.6 | $ | 11.7 | $ | 88.3 | ||||||||
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Earnings per share of common stock, continuing operations |
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Basic |
$ | 0.30 | $ | 0.27 | $ | 0.17 | $ | 0.37 | ||||||||
Diluted |
$ | 0.29 | $ | 0.27 | $ | 0.17 | $ | 0.37 | ||||||||
Earnings (loss) per share of common stock, discontinued operations |
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Basic |
$ | 0.01 | $ | 0.26 | ($ | 0.04 | ) | $ | 0.99 | |||||||
Diluted |
$ | 0.01 | $ | 0.26 | ($ | 0.04 | ) | $ | 0.98 | |||||||
Net earnings per share of common stock: |
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Basic |
$ | 0.30 | $ | 0.53 | $ | 0.13 | $ | 1.36 | ||||||||
Diluted |
$ | 0.30 | $ | 0.53 | $ | 0.13 | $ | 1.36 | ||||||||
Average number of common shares outstanding |
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Basic |
55.6 | 55.5 | 55.6 | 55.4 | ||||||||||||
Diluted |
56.0 | 55.8 | 55.9 | 55.8 |
SEGMENT RESULTS
Armstrong World Industries, Inc. and Subsidiaries
(amounts in millions)
(Unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Net Sales |
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Americas |
$ | 214.8 | $ | 202.7 | $ | 414.9 | $ | 394.0 | ||||||||
EMEA |
65.6 | 68.6 | 125.2 | 139.1 | ||||||||||||
Pacific Rim |
33.9 | 34.8 | 61.6 | 65.0 | ||||||||||||
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Total net sales |
$ | 314.3 | $ | 306.1 | $ | 601.7 | $ | 598.1 | ||||||||
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Operating Income (loss) |
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Americas |
$ | 64.3 | $ | 71.9 | $ | 120.4 | $ | 136.3 | ||||||||
EMEA |
(5.3 | ) | (6.2 | ) | (9.3 | ) | (8.3 | ) | ||||||||
Pacific Rim |
(2.1 | ) | (1.5 | ) | (3.4 | ) | (4.0 | ) | ||||||||
Unallocated Corporate (expense) |
(5.2 | ) | (23.0 | ) | (34.4 | ) | (48.7 | ) | ||||||||
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Total Operating Income |
$ | 51.7 | $ | 41.2 | $ | 73.3 | $ | 75.3 | ||||||||
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Selected Balance Sheet Information
(amounts in millions)
June 30, 2016 | December 31, 2015 | |||||||
Assets |
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Current assets |
$ | 390.0 | $ | 880.8 | ||||
Property, plant and equipment, net |
661.1 | 648.1 | ||||||
Other noncurrent assets |
645.9 | 1,164.7 | ||||||
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Total assets |
$ | 1,697.0 | $ | 2,693.6 | ||||
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Liabilities and shareholders equity |
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Current liabilities |
$ | 222.4 | $ | 436.3 | ||||
Noncurrent liabilities |
1,272.2 | 1,488.5 | ||||||
Equity |
202.4 | 768.8 | ||||||
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Total liabilities and shareholders equity |
$ | 1,697.0 | $ | 2,693.6 | ||||
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Selected Cash Flow Information
(amounts in millions)
Six Months Ended June 30, | ||||||||
2016 | 2015 | |||||||
Net income |
$ | 7.0 | $ | 76.2 | ||||
Other adjustments to reconcile net income to net cash provided by operating activities |
69.9 | 23.2 | ||||||
Changes in operating assets and liabilities, net |
(132.3 | ) | (40.5 | ) | ||||
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Net cash (used for) provided by operating activities |
(55.4 | ) | 58.9 | |||||
Net cash (used for) investing activities |
(3.9 | ) | (24.3 | ) | ||||
Net cash (used for) financing activities |
(82.9 | ) | (15.0 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents |
(3.2 | ) | (3.3 | ) | ||||
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Net (decrease) increase in cash and cash equivalents |
(145.4 | ) | 16.3 | |||||
Cash and cash equivalents, beginning of period |
244.8 | 185.3 | ||||||
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Cash and cash equivalents, end of period |
$ | 99.4 | $ | 201.6 | ||||
Cash and cash equivalents at end of period of discontinued operations |
| 32.8 | ||||||
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Cash and cash equivalents at end of period of continuing operations |
$ | 99.4 | $ | 168.8 | ||||
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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 foreign exchange, restructuring charges and related costs, impairments, the non-cash impact of the U.S. pension plan, separation costs and certain other gains and losses. Adjusted figures are reported in comparable dollars using the budgeted exchange rate for 2016. 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. A reconciliation of these adjustments to the most directly comparable GAAP measures is included in this release and on the Companys 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.
CONSOLIDATED RESULTS FROM CONTINUING OPERATIONS
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Comparable Base EBITDA |
$ | | $ | 68 | $ | | $ | 129 | ||||||||
Corp Cost Allocation |
| (1 | ) | | (1 | ) | ||||||||||
Adjusted EBITDA |
$ | 82 | $ | 69 | $ | 152 | $ | 130 | ||||||||
D&A/Fx* |
(21 | ) | (19 | ) | (39 | ) | (38 | ) | ||||||||
Operating Income, Adjusted |
$ | 61 | $ | 50 | $ | 113 | $ | 92 | ||||||||
Non-cash impact of U.S. pension |
3 | 4 | 6 | 7 | ||||||||||||
Separation expenses |
4 | 5 | 31 | 9 | ||||||||||||
Cost reduction initiatives |
3 | | 3 | | ||||||||||||
Foreign exchange impact |
(1 | ) | | | 1 | |||||||||||
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Operating Income, Reported |
$ | 52 | $ | 41 | $ | 73 | $ | 75 | ||||||||
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Interest/other expense |
(11 | ) | (8 | ) | (16 | ) | (20 | ) | ||||||||
EBT, excluding SWAP charge |
$ | 41 | $ | 33 | $ | 57 | $ | 55 | ||||||||
Charge to settle existing interest rate SWAPS due to refinancing |
| | (11 | ) | | |||||||||||
EBT, Reported |
$ | 41 | $ | 33 | $ | 46 | $ | 55 | ||||||||
Tax expense |
(24 | ) | (18 | ) | (36 | ) | (34 | ) | ||||||||
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Net Income, Reported |
$ | 17 | $ | 15 | $ | 10 | $ | 21 | ||||||||
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* | Excludes accelerated depreciation associated with cost reduction initiatives reflected below. Actual D&A as reported is; $20.0 million for the three months ended June 30, 2016, $19.3 million for the three months ended June 30, 2015, $38.8 million for the six months ended June 30, 2016, and $38.3 million for the six months ended June 30, 2015. |
AMERICAS
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Comparable Base EBITDA |
$ | | $ | 71 | $ | | $ | 134 | ||||||||
Corp Cost Allocation |
| (17 | ) | | (34 | ) | ||||||||||
Adjusted EBITDA |
$ | 80 | $ | 88 | $ | 153 | $ | 168 | ||||||||
D&A/Fx |
(13 | ) | (11 | ) | (26 | ) | (21 | ) | ||||||||
Operating Income, Adjusted |
$ | 67 | $ | 77 | $ | 127 | $ | 147 | ||||||||
Non-cash impact of U.S. pension |
3 | 4 | 6 | 7 | ||||||||||||
Foreign exchange impact |
| 1 | 1 | 4 | ||||||||||||
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Operating Income, Reported |
$ | 64 | $ | 72 | $ | 120 | $ | 136 | ||||||||
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EMEA
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Comparable Base EBITDA |
$ | | ($ | 1 | ) | $ | | $ | 2 | |||||||
Corp Cost Allocation |
| 3 | | 6 | ||||||||||||
Adjusted EBITDA |
($ | | ) | ($ | 4 | ) | ($ | 1 | ) | ($ | 4 | ) | ||||
D&A/Fx |
(5 | ) | (3 | ) | (8 | ) | (7 | ) | ||||||||
Operating (Loss), Adjusted |
($ | 5 | ) | ($ | 7 | ) | ($ | 9 | ) | ($ | 11 | ) | ||||
Foreign exchange impact |
| (1 | ) | | (3 | ) | ||||||||||
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Operating (Loss), Reported |
($ | 5 | ) | ($ | 6 | ) | ($ | 9 | ) | ($ | 8 | ) | ||||
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PACIFIC RIM
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Comparable Base EBITDA |
$ | | $ | | $ | | ($ | 1 | ) | |||||||
Corp Cost Allocation |
| | | | ||||||||||||
Adjusted EBITDA |
$ | 3 | $ | | $ | 3 | ($ | 1 | ) | |||||||
D&A/Fx |
(3 | ) | (2 | ) | (4 | ) | (5 | ) | ||||||||
Operating Income (Loss), Adjusted |
$ | | ($ | 2 | ) | ($ | 1 | ) | ($ | 6 | ) | |||||
Cost reduction initiatives |
3 | | 3 | | ||||||||||||
Foreign exchange impact |
(1 | ) | | (1 | ) | (2 | ) | |||||||||
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Operating (Loss), Reported |
($ | 2 | ) | ($ | 2 | ) | ($ | 3 | ) | ($ | 4 | ) | ||||
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UNALLOCATED CORPORTE
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Comparable Base EBITDA |
$ | | ($ | 1 | ) | $ | | ($ | 5 | ) | ||||||
Corp Cost Allocation |
| 14 | | 28 | ||||||||||||
Adjusted EBITDA |
($ | 1 | ) | ($ | 15 | ) | ($ | 3 | ) | ($ | 33 | ) | ||||
D&A/Fx |
| (3 | ) | (1 | ) | (5 | ) | |||||||||
Operating (Loss), Adjusted |
($ | 1 | ) | ($ | 18 | ) | ($ | 4 | ) | ($ | 38 | ) | ||||
Separation expenses |
4 | 5 | 31 | 9 | ||||||||||||
Foreign exchange impact |
| | | 2 | ||||||||||||
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Operating (Loss), Reported |
($ | 5 | ) | ($ | 23 | ) | ($ | 34 | ) | ($ | 49 | ) | ||||
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CONSOLIDATED RESULTS FROM CONTINUING OPERATIONS
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||||||||||||||||||
Total | Per Share |
Total | Per Share |
Total | Per Share |
Total | Per Share |
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Adjusted EBITDA |
$ | 82 | $ | 69 | $ | 152 | $ | 130 | ||||||||||||||||||||||||
D&A as reported |
(20 | ) | (19 | ) | (39 | ) | (38 | ) | ||||||||||||||||||||||||
Fx/Accelerated Depreciation |
(1 | ) | | | | |||||||||||||||||||||||||||
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Operating Income, Adjusted |
$ | 61 | $ | 50 | $ | 113 | $ | 92 | ||||||||||||||||||||||||
Other non-operating (expense)* |
(10 | ) | (8 | ) | (17 | ) | (20 | ) | ||||||||||||||||||||||||
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Earnings Before Taxes, Adjusted |
$ | 51 | $ | 42 | $ | 96 | $ | 72 | ||||||||||||||||||||||||
Adjusted tax (expense) @ 39% for 2016 and 2015 |
(20 | ) | (16 | ) | (38 | ) | (28 | ) | ||||||||||||||||||||||||
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Net Earnings, Adjusted |
$ | 31 | $ | 0.56 | $ | 26 | $ | 0.46 | $ | 59 | $ | 1.05 | $ | 44 | $ | 0.79 | ||||||||||||||||
Pre-tax adjustment items |
(6 | ) | (5 | ) | (45 | ) | (10 | ) | ||||||||||||||||||||||||
Non-cash impact of U.S. Pension |
(3 | ) | (4 | ) | (6 | ) | (7 | ) | ||||||||||||||||||||||||
Reversal of adjusted tax expense @ 39% for 2016 and 2015 |
20 | 16 | 38 | 28 | ||||||||||||||||||||||||||||
Ordinary tax |
(13 | ) | (11 | ) | (14 | ) | (18 | ) | ||||||||||||||||||||||||
Unbenefitted foreign losses |
(4 | ) | (6 | ) | (8 | ) | (12 | ) | ||||||||||||||||||||||||
Separation costs |
(7 | ) | | (16 | ) | | ||||||||||||||||||||||||||
Tax adjustment items |
(1 | ) | (1 | ) | 2 | (4 | ) | |||||||||||||||||||||||||
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Net Earnings, Reported |
$ | 17 | $ | 0.29 | $ | 15 | $ | 0.27 | $ | 10 | $ | 0.17 | $ | 21 | $ | 0.37 | ||||||||||||||||
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* | Adjusted results exclude $10.7 million of interest expense recorded in the first quarter of 2016 related to the settlement of interest rate swaps incurred in connection with the companys refinancing of its credit facility. |
Source: Armstrong World Industries
Earnings Call Presentation 2nd Quarter 2016 July 29, 2016 Exhibit 99.2
Our disclosures in this presentation, including without limitation, those relating to future financial results market conditions and guidance, 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 or the separation of our businesses. 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 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, July 29, 2016, 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 the non-GAAP measures below 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. Basis of Presentation Explanation We report in comparable dollars to remove the effects of currency translation on the P&L. The budgeted exchange rate for 2016 is used for all currency translations in 2016 and prior years. Guidance is presented using the 2016 budgeted exchange rate for the year. We remove the impact of discrete expenses and income. Examples include plant closures, restructuring actions, separation costs and other large unusual items. We also remove the non-cash impact of our U.S. Pension Plan. Taxes for normalized Net Income and EPS are calculated using a constant 39% for 2016 guidance, and 2016 and 2015 results, which are based on the expected long term tax rate. Results throughout this presentation are presented on a continuing operations basis. As a result of the April 1, 2016 AFI separation, the majority of the AWI corporate support functions were incorporated into the Americas segment. Results throughout this presentation reflect the allocation of corporate costs into the segments and were held constant in 2015 for comparability purposes. Please refer to the Appendix for more information. What Items Are Adjusted Comparable Dollars Other Adjustments Net Sales Yes No Gross Profit Yes Yes SG&A Expense Yes Yes Equity Earnings Yes Yes Operating Income Yes Yes Net Income Yes Yes Cash Flow No Yes Return on Capital Yes Yes EBITDA Yes Yes
Consolidated Company Key Metrics - Second Quarter 2016 2016 2015 Variance Net Sales (1) $315 $303 3.9% Operating Income (2) $61 $49 24.4% % of Sales 19.4% 16.2% 320 bps EBITDA 82 68 19.3% % of Sales 25.9% 22.5% 340 bps Earnings Per Share (3) $0.56 $0.45 24.0% Net Debt 774 823 (49) As reported Net Sales: $314 million in 2016 and $306 million in 2015 As reported Operating Income: $52 million in 2016 and $41 million in 2015 As reported EPS: $0.29 in 2016 and $0.27 in 2015
EBITDA Bridge – Second Quarter 2016 vs. PY $3 $3 $2 ($1) $6 ($3) $4 $82
Excluding the unfavorable impact of foreign exchange of $1 million, net sales increased 6.3% as the Americas saw mid single digit volume growth and continued improvement in average unit value (“AUV”). Growth initiatives contributed significantly to this result with premium products in the core tile business and Architectural Specialties (“AS”) both up double digits. Americas Second Quarter Results Margins improved 240 bps driven by mid single digit volume growth and a record earnings quarter from WAVE Key Highlights * Corporate costs of $17M were allocated to the Americas segment in 2016 and held constant in the prior year for comparability purposes. See Appendix for more details. 2015 Q2 Adjusted EBITDA* $71M AUV 2 Like for like pricing was positive and mix continued to improve driven by growth in premium products Volume 4 Strong broad based volume growth across the product portfolio and geographic regions SG&A (1) Modest SG&A investments to enhance our U.S. Commercial selling capabilities WAVE 4 Our WAVE joint venture delivered a record earnings quarter 2016 Q2 Adjusted EBITDA $80M
Excluding the unfavorable impact of foreign exchange of $2 million, net sales decreased 1.9% driven mainly by lower volume in the Middle East. EMEA Second Quarter Results Margins improved 130 bps driven by strong cost control Key Highlights * Cost allocations of $2M were removed from the EMEA segment in 2016 and those allocation changes were held constant in the prior year for comparability purposes. See Appendix for more details 2015 Q2 Adjusted EBITDA* ($1) Volume (1) Sequential volume improvement from Q1 with weakness in the Middle East offset partially by improvement in Russia SG&A 2 Driven by prior cost reduction actions 2016 Q2 Adjusted EBITDA ($-)
Excluding the unfavorable impact of foreign exchange of $1 million, net sales increased 1.2% due to improvement in AUV. Pacific Rim Second Quarter Results Margins improved 710 bps driven by improvement in AUV and strong SG&A cost control Key Highlights * Costs allocations of less than $1M were removed from the Pacific Rim segment in 2016 and those allocation changes were held constant in the prior year for comparability purposes. See Appendix for more details 2015 Q2 Adjusted EBITDA* $-M AUV 1 Like for like pricing was positive and mix continued to improve Manufacturing & Input costs 1 Favorable productivity SG&A 1 Driven by prior cost reduction actions 2016 Q2 Adjusted EBITDA $3M
Consolidated Company Key Metrics – 1st Half 2016 2016 2015 Variance Net Sales (1) $607 $591 2.6% Operating Income (2) 113 91 24.4% % of Sales 18.6% 15.4% 320 bps EBITDA 152 129 18.5% % of Sales 25.1% 21.7% 340 bps Earnings Per Share (3) $1.05 $0.78 35.5% As reported Net Sales: $602 million in 2016 and $598 million in 2015 As reported Operating Income: $73 million in 2016 and $75 million in 2015 As reported EPS: $0.17 in 2016 and $0.37 in 2015
EBITDA Bridge – 1H 2016 vs. Prior Year $4 $7 $14 ($5) $152
2016 Guidance $2.05 – $2.25 2% – 11% YoY Growth $2.02 Adjusted EBITDA(2) Adjusted EPS(3) Free Cash Flow Revenue(1) 1% – 4% North America volume growth -1% – 2% International volume growth 1% – 3% average unit value increase $42 million of standalone corporate costs 1% – 2% cost savings over inflation Increased sales and marketing investments to expand total solutions selling capabilities $45 million of interest expense Normalized 39% effective tax rate 56 million average diluted shares outstanding Cash tax rate 30% – 35% $190 million cash flow from operations $100 million of total capital expenditures Note: Dollars in millions except per share values As-reported revenue of $1,231 million in 2015. 2016 As-reported sales will have (1%) - (3%) FX headwind Includes pro forma standalone corporate expense of $42 million; excludes pension, separation costs and other extraordinary expenses Excludes pension, separation costs and other extraordinary expenses. As reported earnings per share of $1.30 - $1.50 impacted by $34 million of separation expenses and an as reported effective tax rate of ~53% No FX adjustment. Pro forma standalone free cash flow for AWI in 2015, excludes separation costs and other extraordinary expenses 2015 Constant Currency Results $1,224 $296 $1,230 – $1,280 1% – 5% YoY Growth $310 – $330 5% – 12% YoY Growth $80 – $100 2016 Constant Currency Guidance $86(4)
Appendix
Q2 2016 vs. PY - Adjusted EBITDA to Reported Net Income CONSOLIDATED AMERICAS EMEA PACIFIC RIM CORPORATE 2016 2015 V 2016 2015 V 2016 2015 V 2016 2015 V 2016 2015 V EBITDA - Adjusted Comparable Base - $68 - $71 - ($1) - $0 ($0) - ($1) Corp Cost Allocation - ($1) - ($17) - $3 - - - - $14 EBITDA– Adjusted $82 $69 $13 $80 $88 ($8) ($0) ($4) $4 $3 $0 $3 ($1) ($15) $14 Depreciation and Amortization ($21) ($19) ($2) ($13) ($11) ($2) ($5) ($3) ($2) ($3) ($2) ($1) - ($3) $3 Operating Income – Adjusted $61 $50 $11 $67 $77 ($10) ($5) ($7) $2 $0 ($2) $2 ($1) ($18) $17 Non-cash Impact of U.S. Pension $3 $4 ($1) $3 $4 ($1) - - - - - - - - - Separation Expenses $4 $5 ($1) - - - - - - - - - $4 $5 ($1) Cost Reduction Initiatives $3 - $3 - - - - - - $3 - $3 - - - Foreign Exchange Movements ($1) - ($1) - $1 ($1) - ($1) $1 ($1) - ($1) - - - Operating Income – As Reported $52 $41 $11 $64 $72 ($8) ($5) ($6) $1 ($2) ($2) $0 ($5) ($23) $18 Interest/Other (Expense) ($11) ($8) ($3) - - - - - - - - - - - - EBT – excluding SWAP charge $41 $33 $8 - - - - - - - - - - - - Charge to settle existing interest rate SWAPS due to refinancing - - - - - - - - - - - - - - - EBT - As Reported $41 $33 $8 - - - - - - - - - - - - Tax (Expense) ($24) ($18) ($6) - - - - - - - - - - - - Net Income $17 $15 $2 - - - - - - - - - - - -
1H 2016 vs. PY - Adjusted EBITDA to Reported Net Income CONSOLIDATED AMERICAS EMEA PACIFIC RIM CORPORATE 2016 2015 V 2016 2015 V 2016 2015 V 2016 2015 V 2016 2015 V EBITDA - Adjusted Comparable Base - $129 - $134 - $2 - ($1) - ($5) Corp Cost Allocation - ($1) - ($34) - $6 - - - - $28 EBITDA– Adjusted $152 $130 $22 $153 $168 ($15) ($1) ($4) $3 $3 ($1) $4 ($3) ($33) $30 Depreciation and Amortization ($39) ($38) ($1) ($26) ($21) ($5) ($8) ($7) ($1) ($4) ($5) $1 ($1) ($5) $4 Operating Income – Adjusted $113 $92 $21 $127 $147 ($20) ($9) ($11) $2 ($1) ($6) $5 ($4) ($38) $34 Non-cash Impact of U.S. Pension $6 $7 ($1) $6 $7 ($1) - - - - - - - - - Separation Expenses $31 $9 $22 - - - - - - - - - $31 $9 $22 Cost Reduction Initiatives $3 - $3 - - - - - - $3 - $3 - - - Foreign Exchange Movements - $1 ($1) $1 $4 ($3) - ($3) $3 ($1) ($2) $1 - $2 ($2) Operating Income – As Reported $73 $75 ($2) $120 $136 ($16) ($9) ($8) ($1) ($3) ($4) $1 ($34) ($49) $15 Interest/Other (Expense) ($16) ($20) $4 - - - - - - - - - - - - EBT – excluding SWAP charge $57 $55 $2 - - - - - - - - - - - - Charge to settle existing interest rate SWAPS due to refinancing ($11) - ($11) - - - - - - - - - - - - EBT - As Reported $46 $55 ($9) - - - - - - - - - - - - Tax (Expense) ($36) ($34) ($2) - - - - - - - - - - - - Net Income $10 $21 ($11) - - - - - - - - - - - -
Consolidated Results Second Quarter 2016 Reported Comparability(1) Adjustments FX(2) Adj 2016 Adjusted 2015 Reported Comparability(1) Adjustments FX(2) Adj 2015 Adjusted Net Sales 314 - 1 315 306 - (3) 303 Operating Income 52 10 (1) 61 41 8 - 49 EPS $0.29 $0.28 ($0.01) $0.56 $0.27 $0.18 $- $0.45 See earnings press release and 10-Q for additional detail on comparability adjustments. See slides 13 and 14 for more details. Eliminates impact of foreign exchange movements YTD 2016 Reported Comparability(1) Adjustments FX(2) Adj 2016 Adjusted 2015 Reported Comparability(1) Adjustments FX(2) Adj 2015 Adjusted Net Sales 602 - 5 607 598 - (7) 591 Operating Income 73 40 - 113 75 15 1 91 EPS $0.17 $0.88 $- $1.05 $0.37 $0.40 $0.01 $0.78
Corporate Cost Allocation by Quarter - Consolidated Corporate cost pushdown allocation held constant in prior years for comparability purposes FY Corporate costs of $65.7M were allocated to the Americas business in 2016 of which $16.3M booked in Q2; 70% to SG&A, 30% to COGS and held constant in prior year for comparability purposes For FY 2016 $12.8M of non-cash pension costs were allocated to the Americas business with $3.2M booked in Q2. Q1 Q2 Q3 Q4 FY COGS $4.7 $4.8 $4.7 $4.8 $19.0 SG&A $11.6 $11.5 $11.9 $11.7 $46.7 Total corporate cost allocation $16.3 $16.3 $16.6 $16.5 $65.7 Less non-cash impact of U.S. pension $3.2 $3.2 $3.2 $3.2 $12.8 Less impact of D&A $2.7 $2.7 $2.7 $2.7 $10.9 Total corporate costs impacting adjusted EBITDA (excluding D&A and pension) $42.1 Quarterly figures may not add to annual totals due to rounding
Exhibit 99.3
Armstrong World Industries Announces
$150 Million Authorization for
Share Repurchase
LANCASTER, Pa., July 29, 2016 Armstrong World Industries, Inc. (NYSE:AWI) today announced that its Board of Directors has authorized a stock repurchase program under which the Company may repurchase up to $150 million of its outstanding common stock.
Repurchases under the program may be made through open market, block and privately-negotiated transactions, including Rule 10b5-1 plans, at times and in such amounts as management deems appropriate, subject to market and business conditions, regulatory requirements and other factors. The share repurchase program authorization extends through July 2018, but does not obligate the Company to repurchase any particular amount of common stock and may be suspended or discontinued at any time without notice. The Company had approximately 56 million shares of common stock outstanding as of June 30, 2016.
The repurchase program announced today demonstrates the confidence of our Board of Directors and management team in the strength of our business, free cash flows, long-term strategy and prospects for growth, said Vic Grizzle, President and Chief Executive Officer. This program also reflects our commitment to returning value to shareholders and is an important component of a balanced capital allocation plan.
AWI will discuss the share repurchase program on its live Internet broadcast earnings webcast beginning at 11:00 a.m. Eastern time today. This event will be broadcast live on the Companys Web site. To access the call and accompanying slide presentation, go to www.armstrongceilings.com and click Investors.
Uncertainties Affecting Forward-Looking Statements
Disclosures in this release and in our other public documents and comments may 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 Managements Discussion and Analysis sections of our reports on Forms 10-K and 10-Q filed with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. We do not undertake or assume any obligation to update or revise any forward-looking statements beyond what is required under applicable securities law.
About Armstrong World Industries, Inc. and Additional Information
Armstrong World Industries, Inc. (NYSE:AWI) is a global leader in the design and manufacture of innovative commercial and residential ceiling, wall and suspension system solutions. With 3,800 employees and fiscal 2015 revenues from ceiling operations in excess of $1.2 billion, AWI operates from a global manufacturing network of 24 facilities, including 9 plants dedicated to its WAVE joint venture. On April 1, 2016, AWI completed the separation of its legacy flooring business that now operates as Armstrong Flooring Inc., an independent, publicly-traded company. For more information, visit www.armstrongceilings.com.
ARMSTRONG WORLD INDUSTRIES INVESTOR PRESENTATION JULY 29, 2016 Exhibit 99.4
Safe Harbor Statement Our disclosures in this presentation, including without limitation, those relating to future financial results guidance, 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 or the separation of our businesses. 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. 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 recent reports on Forms 10-K and 10-Q filed with the SEC. As a result, our actual results may differ materially from our expected results and from those expressed in our forward-looking statements. 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. The information in this presentation is only effective as of the date given July 29, 2016, and is subject to change. Any distribution of this presentation after July 29, 2016 is not intended and will not be construed as updating or confirming such information. 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 can be found in the appendix to this presentation, in our SEC filings and on the Investor Relations section of our website at www.armstrongceilings.com. Armstrong World Industries competes globally in many diverse markets. References to "market" or "share" data are simply estimations based on a combination of internal and external sources and assumptions. They are intended only to assist discussion of the relative performance of product segments and categories for marketing and related purposes. No conclusion has been reached or should be reached regarding a "product market," a "geographic market" or “market share,” as such terms may be used or defined for any economic, legal or other purpose.
When reporting our financial results within this presentation, we make several adjustments. Management uses the non-GAAP measures below 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. Basis of Presentation Explanation All figures throughout the presentation are in $ millions unless otherwise noted. Figures may not add due to rounding. We report in comparable dollars to remove the effects of currency translation on the P&L. The budgeted exchange rate for 2015 is used for all currency translations in 2015 and prior years unless otherwise noted. We remove the impact of discrete expenses and income. Examples include plant closures, restructuring actions, separation costs and other large unusual items. We also remove the non-cash impact of our U.S. Pension Plan. Taxes for normalized EPS are calculated using a constant 39% for 2016 guidance, which is based on the expected long term tax rate. Guidance metrics are presented using the 2016 budgeted exchange rates for the year. 2016 results throughout this presentation are presented on a continuing operations basis and reflect the inclusion of corporate costs. Comparable Dollars Other Adjustments Net Sales Yes No Gross Profit Yes Yes SG&A Expense Yes Yes Equity Earnings Yes Yes Operating Income Yes Yes Net Income Yes Yes Cash Flow No Yes Return on Capital Yes Yes EBITDA Yes Yes What Items Are Adjusted
Agenda The New AWI Financial Overview Investment Highlights Appendix
#1 position in all major markets Unmatched profitability and cash flow Broadest, most innovative portfolio Specification leader among architects, designers and end-customers Best-in-class distribution Strongest brand with experienced and talented organization Standout Leader Uniquely Positioned to Drive Value Unmatched Strengths Our Winning Formula Total Customer Experience Broadest Product Portfolio Specification Leadership Best-in-Class Channels Operational Excellence
Leadership Position in Attractive Ceilings Industry Strong Leader in Largest Global Profit Pool Consolidated industry structure Large installed base with stable repair & remodel demand Established product specifications Multi-faceted sales process involving architects, designers, distributors, contractors and end-users High value but low cost product with limited substitutes and lack of imports End users demonstrate brand loyalty and reward customer service and innovation Looking for external references to validate
Robust and Expanding Profitability and Cash Flow North America EBITDA(1) North America EBITDA less Capex(1) Note: Dollars in millions Includes $42 million of corporate expenses and $6 million of corporate capital expenditures; held constant in historical years for illustrative purposes
Innovating to Penetrate Expanded Addressable Market Mission: A Solution for Every Space Leadership in Attractive Ceiling Tile / Grid Sector $7 billion $3 billion Better performance and aesthetics through innovation Higher price, higher margin Leadership across Broader Ceiling Solutions Space Broaden product offering leveraging existing capabilities Expanded market and growth opportunity From To Component Solutions benefit both AWI and WAVE depending on the product offering (1)
Experienced Leadership Focused on Value Creation Leadership Completely Aligned with Shareholders Greater transparency and management accountability to drive performance Pure-play ceiling solutions company with no competition for capital or management attention Intense focus on expanding already high returns on invested capital Management incentives based on absolute total shareholder returns and free cash flow Vic Grizzle – CEO 7 years with AWI 21 years previous experience with GE and Valmont Brian MacNeal – CFO 2 years with AWI 20 years previous experience with Campbell Soup Dave Cookson – SVP Americas 36 years with AWI Charles Chiappone – SVP Ceiling Solutions 4 years with AWI 21 years previous experience with Alloy Polymers, SPX and GE Wilfred Middel – VP & MD EMEA 21 years with AWI Michael Jenkins – MD Asia 35 years with AWI Experienced and Stable Team Driving the Business Forward Incented to Maximize Performance and Returns
The New AWI Investment Thesis Standout Global Leader in Attractive Ceilings Industry 1 Best-in-Class, Stable Cash Flow Through the Cycle Attractive, Multi-Faceted Growth Opportunities Additional Levers to Create Shareholder Value 1 Standout Leader 2 3 4 2 3 4 Best-in-Class Cash Flow 1 3 4 2 Growth Levers 1 2 4 3 Additional Profit Drivers 1 2 3 4 4 Levers for Value 1 2 3 2 Robust Cash Flow 3 4 1 3 Attractive Growth 4 1 2
Agenda The New AWI Financial Overview Investment Highlights Appendix
The New AWI Investment Thesis Standout Global Leader in Attractive Ceilings Industry 1 Best-in-Class, Stable Cash Flow Through the Cycle Attractive, Multi-Faceted Growth Opportunities Additional Levers to Create Shareholder Value 1 Standout Leader 2 3 4 2 3 4 Best-in-Class Cash Flow 1 3 4 2 Growth Levers 1 2 4 3 Additional Profit Drivers 1 2 3 4
Standout Global Leader in Attractive Ceilings Industry 1 Standout Leader 2 3 4 Total: $1,285 (1) Stand-out leadership and profitability in highly attractive North American market Significant scale and upside potential in international business Total: $303 (2) #1 in North America #1 in EMEA #1 in Asia / Pacific 2015 Revenue AWI Position by Market 2015 EBITDA(1) Note: Dollars in millions Includes ~$97 million of revenue from direct sales of WAVE products to customers in certain international markets. WAVE JV otherwise accounted for using the equity method Includes pro forma standalone corporate expense of $42 million
Global Ceilings Leader with Diversified End-Markets Commercial Residential Total: $1,285 (1) 1 Standout Leader 2 3 4 2015 Revenue Mix By End-Market By Product Note: Dollars in millions Includes ~$97 million of revenue from direct sales of WAVE products to customers in certain international markets. WAVE JV otherwise accounted for using the equity method
Most Recognized Ceilings Brand Across Categories Unaided Brand Awareness Wood Ceilings Among Architects & Designers Metal Ceilings Ceiling Tiles Standard Custom Among Contractors Ceiling Tiles Standard Custom 1 Standout Leader 2 3 4 Source: M/A/R/C Research Note: Data is for North America market only
Specification Leadership with Architects and Designers Inferior Customer Value #4 Player #2 Player Fair Value Line Market Perceived Quality/Service Ratio Market Perceived Price Higher Lower Inferior Superior #3 Player Superior Customer Value 1 Standout Leader 2 3 4 Recognized Value Proposition... Specifier Customer Value (2015) ...and Standout Mind-Share in Adjacencies Avg. Spec Rate (2013-2015) – Metal Ceilings Avg. Spec Rate (2013-2015) – Wood Ceilings Armstrong Ceiling Solutions Source: Dodge and other independent 3rd party research Note: Data is for North America market only
Perfect Order Measure (1) Broadest Go-to-Market Coverage Exclusive, long-term distribution relationships across nearly all regions Strong brand recognition and loyalty Over 15% more distribution points than the #2 player Over 5x the contractor relationships of the #2 player ~150 AWI sales representatives complemented by ~900 distributor representatives selling our solutions Warranty claims rate of 0.2% – half the building products industry average 1 Standout Leader 2 3 4 Superior Coverage… …With Enhanced Sales Effectiveness… …and Outstanding Service Levels Average Revenue per Sales Rep ($ millions) Source: Alexander Group, Warranty Week; Note: Data is for North America market only Internal metric based on the following parameters: a) order fill, b) on-time delivery, c) shipping claims, d) billing claims, e) product claims, and f) returns claims
Longstanding Partnership: WAVE – AWI / Worthington JV Critical to AWI’s Value Creation 23 year global partnership with Worthington Industries that successfully combines the expertise of both companies Seamless customer relationship – customers buy an AWI ceiling solution complete with grid and other components Benefits from our best in class distribution system 9 manufacturing plants in 5 countries Product development synchronized with AWI’s new product pipeline Grid Perimeters & Trim 2015 Revenue: ~$400 million ~$300 million in dividends to AWI from 2012 to 2015 ROIC: ~100% 1 Standout Leader 2 3 4 Highlights Products
The New AWI Investment Thesis 1 Standout Leader 2 3 4 Standout Global Leader in Attractive Ceilings Industry 1 Best-in-Class, Stable Cash Flow Through the Cycle Attractive, Multi-Faceted Growth Opportunities Additional Levers to Create Shareholder Value 2 3 4 Best-in-Class Cash Flow 1 3 4 2 Growth Levers 1 2 4 3 Additional Profit Drivers 1 2 3 4
Superior EBITDA Growth and Stability through the Cycle 2 Robust Cash Flow 3 4 1 Historical Indexed EBITDA (2000 = 100) Contractionary Volume Environment Source: Factset. Note: AWI represented on a divisional adjusted basis Peer index includes AOS, AYI, ALLE, APOG, FBHS, JHX, TILE, MAS, MHK, MLM, OC, PGEM, TREX, USG and VMC. Represents median growth in EBITDA of peers applied to index value from previous year. Adjusted for significant acquisitions
Proven, Consistent Ability to Expand Margins Continuous Price/Mix and Productivity Driving Margins Note: Data is for North America only. AUV change over time is for mineral fiber only Excludes contribution from WAVE JV, impact of pro forma standalone corporate expense of $42 million and pension costs 2 Robust Cash Flow 3 4 1 Increases in Average Unit Value Over Time ... …Yielding Significant Gross Margin Expansion(1)
Best-in-Class Across Building Products Industry 2015 Adj. EBITDA Margins 2015 Adj. EBITDA less Capex North America North America 2 Robust Cash Flow 3 4 1 (1) (1) (1) (1) (1) (1) Source: Company filings, FactSet and Wall Street Research as of 3/1/2016 Note: AWI represented on standalone adjusted basis Represents 2015E calendarized 36.5% 24.4% 24.4% 22.4% 21.7% 21.5% 18.6% 18.2% 16.1% 15.9% 15.6% 14.8% 14.4% 14.2% 12.7% 9.4% 29.0% 19.8% 17.1% 16.5% 16.0% 15.8% 14.4% 13.6% 13.5% 12.7% 12.6% 12.0% 11.4% 8.5% 8.3% 7.5%
The New AWI Investment Thesis 1 Standout Leader 2 3 4 Standout Global Leader in Attractive Ceilings Industry 1 Best-in-Class, Stable Cash Flow Through the Cycle Attractive, Multi-Faceted Growth Opportunities Additional Levers to Create Shareholder Value 2 3 4 Best-in-Class Cash Flow 1 3 4 2 Growth Levers 1 2 4 3 Additional Profit Drivers 1 2 3 4
Attractive Multi-Faceted Growth Opportunities 3 Attractive Growth 4 1 2 Market Recovery Leverage commercial market recovery Expand Average Unit Value Continue to leverage innovation to enhance margins Enlarged Addressable Market Sell into more spaces Sell more into every space Pursue M&A to enhance capabilities M&A Expansion of overall market and Armstrong share
Broader Market Recovery will Drive Substantial Profits As Market Normalizes toward Long-Term Averages, each 1% of Annual Volume Growth is Worth ~$20 million of EBITDA by Year 3 Market Recovery Source: Dodge, U.S. ceilings volume data for education, healthcare, office, retail and transportation markets only New Construction Uptick in 2015 3 Attractive Growth 4 1 2 U.S. Commercial Ceiling Market Volumes: New vs. Repair & Remodel
Both Mineral Fiber and Specialties Remain Attractive Source: Internal study of ceiling attitude and usage for office buildings Note: Data is for North America only Mineral Fiber maintaining large share of overall ceilings market Drywall declining as non-traditional ceiling styles and exposed structures expand Exposed "open plenum" expanding with "high-tech" look but low acoustics Represents an opportunity for Architectural Specialties to capture niche market with high value, high margin solutions that provide acoustical benefit for designers Market Recovery 3 Attractive Growth 4 1 2 Breakdown of Ceilings by Type, 2005 vs. 2015
Expectations of Recovery in Market Demand Market Recovery 3 Attractive Growth 4 1 2 2006 – 2018 Dodge Starts ($ billions)(1) Source: Dodge Data & Analytics Note: Data is for North America market only Includes education, healthcare, office and retail Accelerated growth projected Given the average lag of 18 to 30 months between starts and ceilings installations, 2014 and 2015 projects will yield volume in 2016 and beyond $97 $92 $98 $155 $148 $127 $144 $170 $115 $115 $104 $110 $152 While projected dollar spend in 2018 exceeds the prior peak of the cycle in 2007, starts on a square footage basis in 2018 are projected to be at ~65% of the prior peak
Actively Driving Core Portfolio to Higher Value Products Industry Shaping Innovation Accelerating Growth and Margins Cortega $ Ultima $$ Optima $$$ $$$$ Clouds Migration to Premium Products AUV Expansion 3 Attractive Growth 4 1 2 Expansive Product Offering Premium Products More Lucrative
Total Solutions Selling Market Opportunity Increases Value Proposition and Strengthens Customer Loyalty Acoustical Tile and Grid 60,000 SF Metal Ceiling 3,000 SF Illustrative 100,000 SF Four Story Building Drywall Grid 15,000 SF Canopies in Open Plenum 1/1000SF Axiom Transitions & Perimeters Presents opportunity to double project sales Saves contractors as much as 30% in labor Differentiates contractors from their competition $81,300 $24,000 $15,000 $33,200 $4,500 $160,000 Total Opportunity Architectural Specialties Components Core Core AS Components Total Solutions Enlarged Market 3 Attractive Growth 4 1 2
Case Study: Solutions Selling Office Area = Total Revenue $1.3 million Conference Rooms = $250K Elevator Lobbies / Corridors = $250K Partners Healthcare, USA Additional Solutions (Axiom Trims, Perimeters, MetalWorks) = $372K Additional Revenue of 31% 600,000 SF Building Ultima / Optima / Interlude Grid Total Revenue = $1.2 million Additional Revenue of 38% Potential Incremental Opportunity Solutions Won Transition Drywall Perimeter Steel & Axiom DGS Axiom Building Perimeters, Pockets Acoustical Tile and Grid Enlarged Market 3 Attractive Growth 4 1 2 Sell More Into Every Space Sell Into More Spaces Conde Nast, One World Tower, NYC, USA (1) (1) Interior photo source: Interior Design Magazine. Photography: Garrett Rowland
Architectural Specialties is a Global Growth Engine Large Growth Opportunity Through Organic Expansion and M&A Broadest portfolio of on-trend, specialty ceiling solutions in the world Global footprint to support global projects Leverage existing go-to-market system and advantages to drive expansion On large projects, increases bid success rate from 75% to 90% and pulls core products into project Recent investments in design centers are driving strong growth in custom projects Custom projects can generate 10x – 20x dollar margin contribution. $2,000 Targeting increase in market share from 9% to 20% $170 $400 $2,000 Enlarged Market 3 Attractive Growth 4 1 2 Strong Historical Revenue Growth Value Proposition Substantial Expansion Opportunity Note: Dollars in millions
JFK Airport Lounge – Etihad Airways Architect – Gensler, NY Custom anodized brass finish with triangular perforations and light diffusing layer Potential of 17 more locations across the world $357 per square foot vs. ~$1 per square foot overall average Driven by our design services capabilities Architectural Specialties Solution Enlarged Market 3 Attractive Growth 4 1 2
The New AWI Investment Thesis 1 Standout Leader 2 3 4 Standout Global Leader in Attractive Ceilings Industry 1 Best-in-Class, Stable Cash Flow Through the Cycle Attractive, Multi-Faceted Growth Opportunities Additional Levers to Create Shareholder Value 2 3 4 Best-in-Class Cash Flow 1 3 4 2 Growth Levers 1 2 4 3 Additional Profit Drivers 1 2 3 4
Additional Levers to Create Value 1 Standout Leader 2 3 4 4 Levers for Value 1 2 3 Continue to pursue productivity and efficiency improvements Cost Improvements Add to technology and product capabilities M&A Expect greater contribution from recent investments and initiatives International Best-in-Class Cash Flow 1 3 4 2 Growth Levers 1 2 4 3 Additional Profit Drivers 1 2 3 4 Allocate cash to highest value-added uses FCF Deployment
Improved Performance Across Europe and Asia Investments and Initiatives Designed to Drive Future Profits Sales and profits have contracted in EMEA and Asia/Pacific over the past several years Business impacted by market demand, political instability, FX and cost inefficiencies China and Russia represent ~6% of consolidated sales We believe markets will recover and profitability can be restored Right-sizing SG&A organization and cost structure Idling China plant in response to market conditions Completing France investment in production capabilities to significantly reduce manufacturing costs Leveraging new Russia plant to reduce imports from Continental Europe - reduced input costs through localization and lower freight / duties No significant international capital investments planned in the near-term 4 Levers for Value 1 2 3 Overview Decisive Actions To Drive Improvement
Agenda The New AWI Financial Overview Investment Highlights Appendix
Historical Financial Performance Drivers While volume has been modestly down given absence of market recovery, average unit value in North America increased by 15%, driven by shift to premium products AUV gains and productivity improvements drove ~$75 million increase in North America EBITDA International profitability contracted due to challenging market conditions and additional capacity Recently completed investments position us to take advantage of market recovery ($27) ($20) ($36) ($8) Note: EBITDA includes $42 million of standalone corporate expenses in 2015, held constant historically Productivity net of cost inflation North America North America Revenue Drivers ($ millions) Historical Context EBITDA Drivers ($ millions) (1)
Our Value Creation Model – Medium to Long Term View Includes pro forma standalone corporate expense of $42 million; excludes pension costs, separation costs and other extraordinary expenses Excludes pension costs, separation costs and other extraordinary expenses; utilizes normalized effective tax rate of 39% Revenue Growth 5% – 7% annual growth Adj. EBITDA Growth and Margins(1) 10% – 12% annual growth 25% – 28% margin Adj. EPS Growth(2) 15% – 20% annual growth Free Cash Flow Conversion 50% of Adjusted EBITDA 1% – 3% North America volume growth 2% – 4% International volume growth 2% – 4% average unit value increase 1% – 2% share growth outside Americas core ~60% incremental margin in North American core Continue to price over inflation Improve International cost structure from growth and productivity enhancements Declining net debt due to significant cash generation Normalized 39% effective tax rate Robust EBITDA growth Stable level of capital expenditures
June 30, 2016 Balance Sheet New $1.05 billion credit facility including $850 million of term loans maturing in 2021 and 2023 and undrawn revolver of $200 million $35 million of tax-exempt bonds BB+/B1 Rating U.S. pension will be well-funded on a PBO basis No cash contributions in over 20 years Summary Balance Sheet Capital Structure Highlights
Capital Allocation Strategy Balanced & Flexible Capital Allocation Remains a Priority Organic Growth Investment Acquisition Philosophy Shareholder Alignment Industry leading customer focused innovation drives new product development Expand our core product capabilities at the premium end of our portfolio Investing in lean initiatives with short payback periods Modest design and selling investments to drive topline growth $150 Million Share Repurchase Authorization Extends through July 2018 Demonstrates management and Board of Directors’ confidence in growth initiatives Important component of a balanced capital allocation plan Synergistic bolt-on acquisitions that leverage our powerful business system and expand market penetration Leverage Management Target: 2x – 3x Net Debt/Adj. EBITDA Continued EBITDA growth will decrease leverage Leverage Q2 2016: 2.5x(1) At June 30, 2016 based TTM Adjusted EBITDA of $311M
Capital Expenditures North America Pivoting investments to drive innovation, growth and productivity in most profitable geography Investing ~$20 million annually above normalized $80 million global run rate over the next three years to strengthen capabilities and add capacity for premium products International Significant capacity additions completed in Russia and China Modest incremental investments focused on lowering European production costs to enhance competitiveness in growing premium category Note: Dollars in millions Excludes costs related to separation of Flooring business Includes $6 million of corporate capital expenditures; held constant in historical years for illustrative purposes and included in North America $114 $123 $115 $104 $100 50% 55% 40% 60% 70% Normalized run rate of $80 million, 1x depreciation Capital Expenditures Breakdown(1) Capital Expenditure Outlook (2)
2016 Guidance $2.05 – $2.25 2% – 11% YoY Growth $2.02 Adjusted EBITDA(2) Adjusted EPS(3) Free Cash Flow Revenue(1) 1% – 4% North America volume growth -1% – 2% International volume growth 1% – 3% average unit value increase $42 million of standalone corporate costs 1% – 2% cost savings over inflation Increased sales and marketing investments to expand total solutions selling capabilities $45 million of interest expense Normalized 39% effective tax rate 56 million average diluted shares outstanding Cash tax rate 30% – 35% $190 million cash flow from operations $100 million of total capital expenditures Note: Dollars in millions except per share values As-reported revenue of $1,231 million in 2015. 2016 As-reported will have (1%) - (3%) FX headwind Includes pro forma standalone corporate expense of $42 million; excludes pension, separation costs and other extraordinary expenses Excludes pension, separation costs and other extraordinary expenses. As reported earnings per share of $1.30 - $1.50 impacted by $34 million of separation expenses and an as reported effective tax rate of ~53% No FX adjustment. Pro forma standalone free cash flow for AWI in 2015, excludes separation costs and other extraordinary expenses 2015 Constant Currency Results $1,224 $296 $1,230 – $1,280 1% – 5% YoY Growth $310 – $330 5% – 12% YoY Growth $80 – $100 2016 Constant Currency Guidance $86(4)
Business Quality, Market Leadership and Margins Drive Valuation AWI Poised to be Among the Highest Valued Building Products Companies Source: Company filings, FactSet and Wall Street Research as of 7/22/2016 Note: AWI represented on standalone adjusted basis 23.6% 36.5% North America
Focused on Value Creation Standout market leader in attractive ceilings industry with unmatched profitability and cash flow Accelerating growth trajectory of the business Intense focus on expanding returns on invested capital Management incentive plan aligned to absolute total shareholder returns and free cash flow
Appendix Management Biographies Reconciliation of Non-GAAP Financial Measures Executive Compensation 2016 Results
Executive Compensation Fixed Compensation (~38% of target annual comp) Vehicle Additional Details Base salary Provides reasonable and market competitive fixed pay reflective of an executive’s role; responsibility and individual performance Generally set a Peer Group and / or market median; currently salaries are between 70% - 110% of median Benefits: Health and Welfare & Retirement Standard range of health, welfare and retirement benefits similar to those provided to other salaried employees, except that executives: are eligible to receive enhanced Company-paid long-term disability benefits Are eligible for non-qualified retirement savings benefits Limited Perquisites Very limited perquisites or personal benefit Personal financial counseling at a cost generally less than $4,500 per NEO Executive physicals at a cost typically less than $5,000 per NEO Executive Long-term Disability at a cost generally less than $5,000 per NEO Our executive compensation programs are designed to attract, motivate and retain highly capable global leaders with the experience and skills to deliver against our strategy in a volatile and changing market environment and focus on the following key objectives: Align executive interests with shareholders’ interests Create a strong link between pay and performance by placing a significant portion of compensation ‘‘at risk’’ based on performance against pre-established goals Structure sufficiently competitive compensation packages globally, to enable access to high-quality executives in a highly competitive talent environment
Executive Compensation Performance-Based Compensation (~62% of total target annual comp) Vehicle Additional Details Annual Incentive Plan (AIP) Provides an incentive opportunity for achieving financial results Target opportunity generally set Peer Group and / or Market median; targeted at 50 – 100% of base pay for NEOs Free Cash Flow Based on attaining consolidated Free Cash Flow – new metric 2016 Regional executives are measured 30% Free Cash Flow and 70% region cash conversion Long Term Incentive Plan (LTIP) Drives and promotes long-term value creation for our shareholders, and fosters retention, by rewarding execution and achievement of goals linked to our longer term strategy Target opportunity generally set at Peer Group and / or market median; targeted at 75-250% of base pay for executives Redesigned the LTIP plan for 2016, changes include performance metrics, performance awards and participation incentive ranges. 100% Performance Restricted Stock Unit (PSUs) 3 –year performance period (2016 – 2018) Awards will be differentiated based on two leadership tiers: PSUs granted to the Chief Executive Officer, Chief Financial Officer, SVP, Americas and SVP, Ceiling Solutions represents the senior executive tier, vesting based on achievement of certain absolute total shareholder return targets (“TSR” 75% of award) and free cash flow targets (“FCF” 25% of award). Absolute TSR payout at 100% is dependent upon achievement of an annualized 12% TSR, with no payout for achievement below 9%. The other executive staff received their award based on the same metrics but different weighting; TSR 25% of award and FCF 75% of award The senior executive tier received 3 times their LTI target in 2016 – a significant incentive to focus on the long-term shareholder value creation through the execution on the Company’s post-separation strategic plan over the performance period Our Compensation Committee believes the tiered approach measured on TSR and FCF creates the desired focus on generating total shareholder return and directly aligns management interests with those of the Company’s shareholders
Management Biographies Brian MacNeal Senior Vice President and Chief Financial Officer, Armstrong World Industries Victor “Vic” Grizzle is CEO and President of Armstrong World Industries Inc., in Lancaster, Pennsylvania. Mr. Grizzle has 28 years of experience in sales, marketing and global business leadership. He comes to Armstrong World Industries from Valmont Industries, a $2 billion global leader of infrastructure support structures for utility, telecom and lighting markets, and manufacturer of mechanized irrigation equipment for large scale farming, where he was group president of Global Structures, Coatings and Tubing since 2005. Prior to Valmont, Mr. Grizzle was president of the commercial power division of EaglePicher Corporation, a $700 million diversified manufacturer and marketer of advanced technology and industrial products for space, defense, automotive, filtration, pharmaceutical, environmental and commercial applications. Before that, he spent 16 years at General Electric Corporation with 7 of those living abroad in Singapore, Belgium and Shanghai, China. Mr. Grizzle graduated from California Polytechnic University with a Bachelor of Science in Mechanical Engineering. Mr. MacNeal is Senior Vice President and CFO of Armstrong World Industries Inc., in Lancaster, Pennsylvania. He began his career with PricewaterhouseCoopers as an auditor and left to join the Campbell Soup Company where he spent the next 20 years in roles of increasing responsibility and leadership. Brian’s finance and accounting experience with Campbell’s spans multiple assignments, including brand management, manufacturing, marketing and project management. He served as Director of Finance for U.S. Soup; Vice President of Finance and Strategy Emerging Markets as Campbell’s entered Russia and China; and Vice President & CFO of Campbell’s European business. Brian graduated cum laude from Villanova University with a bachelor’s degree in Accounting and has practiced as a Certified Public Accountant. Victor Grizzle Chief Executive Officer and President, Armstrong World Industries
Investor Relations Contact Information Mrs. Olshan is Director Investor & Public Relations of Armstrong World Industries, Inc., in Lancaster, Pennsylvania. Mrs. Olshan joined Armstrong World Industries in November of 2008 as External Reporting Manager, moved into Investor Relations in December of 2010 and had public relations responsibilities added in February of 2016. Prior to Armstrong World Industries, Mrs. Olshan spent over 5 years in public accounting as an auditor and advisor to clients in the construction, engineering, banking, utility, and manufacturing industries with a focus on SEC reporting and Sarbanes-Oxley compliance. Mrs. Olshan is also a Certified Public Accountant and member of the AICPA and NIRI. She previously served on the board as Treasurer of the York Hospital Auxiliary, a Wellspan affiliated non-profit organization. Mrs. Olshan graduated summa cum laude earning a bachelor of science with dual degrees in Business Administration and Accounting, and an MBA from York College of Pennsylvania. Kristy Olshan, Director Investor & Public Relations, Armstrong World Industries Kristy Olshan, CPA, MBA Director Investor & Public Relations Armstrong World Industries 2500 Columbia Avenue Lancaster, PA 17603 P: 717-396-6354 F: 717-396-6128 E: ksolshan@armstrongceilings.com
Reconciliation of FY2015 Adj. EBITDA to Reported Operating Income 2015 Armstrong Building Products Segment Adjusted EBITDA (1) $345 Standalone corporate costs, excluding depreciation and amortization (42) Pro Forma Standalone Adjusted EBITDA $303 Depreciation and amortization (2) (81) Pro Forma Operating Income – Adjusted $222 Cost reduction initiatives 7 Foreign exchange movements 3 Pro Forma As Reported Operating Income $212 Add back standalone corporate costs including depreciation and amortization 53 Operating Income – As Reported(3) $265 Note: Dollars in millions Represents adjusted EBITDA for the segment consistent with Q4 2015 consolidated company disclosures Includes $11 million of depreciation and amortization previously reported within unallocated corporate segment Represents as reported operating income for the segment consistent with disclosures in the Company’s 2015 10-K
EBITDA Bridges – Q2 and YTD 2016 Results vs. Prior Year (1) Q2 2016 vs. PY YTD 2016 vs. PY (1) 2015 results are presented at 2016 budgeted Fx rates and include ~$13.4M of corporate costs impacting adjusted EBITDA per quarter that are included in 2016 results and were held constant in 2015 to facilitate comparability between periods
Q2 & YTD 2016 vs. PY - Adjusted EBITDA to Reported Net Income Q2 YTD 2016 2015 V 2016 2015 V EBITDA - Adjusted Comparable Base - $68 - - $129 - Corp Cost Allocation - ($1) - - ($1) - Previously Reported EBITDA– Adjusted $82 $69 $13 $152 $130 $22 Depreciation and Amortization ($21) ($19) ($2) ($39) ($38) ($1) Operating Income – Adjusted $61 $50 $11 $113 $92 $21 Non-cash Impact of U.S. Pension $3 $4 ($1) $6 $7 ($1) Separation Expenses $4 $5 ($1) $31 $9 $22 Cost Reduction Initiatives $3 - $3 $3 - $3 Foreign Exchange Movements ($1) - ($1) - $1 ($1) Operating Income – As Reported $52 $41 $11 $73 $75 ($2) Interest/Other (Expense) ($11) ($8) ($3) ($16) ($20) $4 EBT – excluding SWAP charge $41 $33 $8 $57 $55 $2 Charge to settle existing interest rate SWAPS due to refinancing - - - ($11) - ($11) EBT - As Reported $41 $33 $8 $46 $55 ($9) Tax (Expense) ($24) ($18) ($6) ($36) ($34) ($2) Net Income – As Reported $17 $15 $2 $10 $21 ($11)
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