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☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
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47-4303305
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. employer Identification number)
|
||||
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2500 Columbia Avenue,
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Lancaster,
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PA
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17603
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(Address of principal executive offices)
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(Zipcode)
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(717)
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672-9611
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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AFI
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New York Stock Exchange
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Large accelerated filer
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☐
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Accelerated filer
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☑
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Non-accelerated filer
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☐
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Smaller reporting company
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☑
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Emerging growth company
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☐
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Page Number
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PART I
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Item 1.
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|
|
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||
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Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
|
|
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||
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||
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Item 2.
|
||
Item 3.
|
||
Item 4.
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||
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PART II
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Item 1.
|
||
Item 1A.
|
||
Item 2.
|
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Item 3.
|
||
Item 4.
|
||
Item 5
|
||
Item 6.
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||
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•
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the impact of COVID-19 on the economy, demand for our products and our operations, including the measures taken by governmental authorities to address it, which may precipitate or exacerbate other risks and/or uncertainties;
|
•
|
global economic conditions;
|
•
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competition;
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•
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availability and costs of raw materials and energy;
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•
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key customers;
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•
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construction activity;
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•
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execution of strategy;
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•
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international operations;
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•
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debt covenants;
|
•
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liquidity;
|
•
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debt;
|
•
|
information systems and transition services;
|
•
|
personnel;
|
•
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intellectual property rights;
|
•
|
claims and litigation;
|
•
|
labor;
|
•
|
internal controls;
|
•
|
environmental and regulatory matters;
|
•
|
outsourcing; and
|
•
|
other risks detailed from time to time in our filings with the Securities and Exchange Commission ("SEC"), press releases and other communications, including those set forth under “Risk Factors” included in our Annual Report on Form 10-K and in the documents incorporated by reference.
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|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net sales
|
$
|
138.7
|
|
|
$
|
141.7
|
|
Cost of goods sold
|
115.4
|
|
|
119.6
|
|
||
Gross profit
|
23.3
|
|
|
22.1
|
|
||
Selling, general and administrative expenses
|
36.6
|
|
|
37.7
|
|
||
Operating (loss)
|
(13.3
|
)
|
|
(15.6
|
)
|
||
Interest expense
|
0.6
|
|
|
1.0
|
|
||
Other (income) expense, net
|
(0.4
|
)
|
|
0.3
|
|
||
(Loss) from continuing operations before income taxes
|
(13.5
|
)
|
|
(16.9
|
)
|
||
Income tax (benefit)
|
(0.3
|
)
|
|
(0.3
|
)
|
||
Net (loss) from continuing operations
|
$
|
(13.2
|
)
|
|
$
|
(16.6
|
)
|
(Loss) on disposal of discontinued operations, net of tax
|
—
|
|
|
(0.1
|
)
|
||
Net (loss) from discontinued operations
|
—
|
|
|
(0.1
|
)
|
||
Net (loss)
|
$
|
(13.2
|
)
|
|
$
|
(16.7
|
)
|
|
|
|
|
||||
Basic (loss) per share of common stock:
|
|
|
|
||||
Basic (loss) per share of common stock from continuing operations
|
$
|
(0.60
|
)
|
|
$
|
(0.63
|
)
|
Basic (loss) per share of common stock from discontinued operations
|
—
|
|
|
—
|
|
||
Basic (loss) per share of common stock
|
$
|
(0.60
|
)
|
|
$
|
(0.63
|
)
|
|
|
|
|
||||
Diluted (loss) per share of common stock:
|
|
|
|
||||
Diluted (loss) per share of common stock from continuing operations
|
$
|
(0.60
|
)
|
|
$
|
(0.63
|
)
|
Diluted (loss) per share of common stock from discontinued operations
|
—
|
|
|
—
|
|
||
Diluted (loss) per share of common stock
|
$
|
(0.60
|
)
|
|
$
|
(0.63
|
)
|
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net (loss)
|
$
|
(13.2
|
)
|
|
$
|
(16.7
|
)
|
Changes in other comprehensive income, net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
(2.5
|
)
|
|
2.2
|
|
||
Derivative gain (loss)
|
1.3
|
|
|
(0.5
|
)
|
||
Pension and postretirement adjustments
|
1.3
|
|
|
1.2
|
|
||
Total other comprehensive income
|
0.1
|
|
|
2.9
|
|
||
Total comprehensive (loss)
|
$
|
(13.1
|
)
|
|
$
|
(13.8
|
)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
31.9
|
|
|
$
|
27.1
|
|
Accounts and notes receivable, net
|
40.1
|
|
|
36.1
|
|
||
Inventories, net
|
118.6
|
|
|
111.6
|
|
||
Income tax receivable
|
0.8
|
|
|
0.7
|
|
||
Prepaid expenses and other current assets
|
12.1
|
|
|
10.0
|
|
||
Total current assets
|
203.5
|
|
|
185.5
|
|
||
Property, plant, and equipment, less accumulated depreciation and amortization of $323.2 and $318.4, respectively
|
269.7
|
|
|
277.2
|
|
||
Operating lease assets
|
5.7
|
|
|
6.0
|
|
||
Intangible assets, less accumulated amortization of $20.8 and $19.0, respectively
|
23.8
|
|
|
25.4
|
|
||
Deferred income taxes
|
5.1
|
|
|
5.3
|
|
||
Other noncurrent assets
|
2.7
|
|
|
2.8
|
|
||
Total assets
|
$
|
510.5
|
|
|
$
|
502.2
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current installments of long-term debt
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Accounts payable and accrued expenses
|
99.8
|
|
|
104.4
|
|
||
Total current liabilities
|
100.0
|
|
|
104.6
|
|
||
Long-term debt
|
72.5
|
|
|
42.5
|
|
||
Noncurrent operating lease liabilities
|
2.4
|
|
|
2.7
|
|
||
Postretirement benefit liabilities
|
58.3
|
|
|
59.7
|
|
||
Pension benefit liabilities
|
14.2
|
|
|
16.0
|
|
||
Other long-term liabilities
|
4.5
|
|
|
5.8
|
|
||
Noncurrent income taxes payable
|
0.2
|
|
|
0.2
|
|
||
Deferred income taxes
|
2.5
|
|
|
2.4
|
|
||
Total liabilities
|
254.6
|
|
|
233.9
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock with par value $.0001 per share: 100,000,000 shares authorized; 28,357,658 issued and 21,555,833 outstanding shares as of March 31, 2020 and 28,357,658 issued and 21,519,761 outstanding shares as of December 31, 2019
|
—
|
|
|
—
|
|
||
Preferred stock with par value $.0001 per share: 15,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Treasury stock, at cost, 6,801,825 shares as of March 31, 2020 and 6,837,897 shares as of December 31, 2019
|
(88.2
|
)
|
|
(88.9
|
)
|
||
Additional paid-in capital
|
676.7
|
|
|
676.7
|
|
||
Accumulated deficit
|
(258.0
|
)
|
|
(244.8
|
)
|
||
Accumulated other comprehensive (loss)
|
(74.6
|
)
|
|
(74.7
|
)
|
||
Total stockholders’ equity
|
255.9
|
|
|
268.3
|
|
||
Total liabilities and stockholders’ equity
|
$
|
510.5
|
|
|
$
|
502.2
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive (Loss)
|
|
(Accumulated Deficit)
|
|
Total Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
December 31, 2019
|
21,519,761
|
|
$
|
—
|
|
|
6,837,897
|
|
$
|
(88.9
|
)
|
|
$
|
676.7
|
|
|
$
|
(74.7
|
)
|
|
$
|
(244.8
|
)
|
|
$
|
268.3
|
|
||
Net (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.2
|
)
|
|
(13.2
|
)
|
||||||
Stock-based employee compensation, net
|
36,072
|
|
|
—
|
|
|
(36,072
|
)
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||||
March 31, 2020
|
21,555,833
|
|
|
$
|
—
|
|
|
6,801,825
|
|
|
$
|
(88.2
|
)
|
|
$
|
676.7
|
|
|
$
|
(74.6
|
)
|
|
$
|
(258.0
|
)
|
|
$
|
255.9
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive (Loss)
|
|
(Accumulated Deficit)
|
|
Total Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
December 31, 2018
|
25,832,193
|
|
|
$
|
—
|
|
|
2,452,165
|
|
|
$
|
(39.7
|
)
|
|
$
|
678.6
|
|
|
$
|
(61.6
|
)
|
|
$
|
(186.3
|
)
|
|
$
|
391.0
|
|
Net (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.7
|
)
|
|
(16.7
|
)
|
||||||
Stock-based employee compensation, net
|
53,908
|
|
|
—
|
|
|
(50,251
|
)
|
|
0.9
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
||||||
March 31, 2019
|
25,886,101
|
|
|
$
|
—
|
|
|
2,401,914
|
|
|
$
|
(38.8
|
)
|
|
$
|
678.1
|
|
|
$
|
(58.7
|
)
|
|
$
|
(203.0
|
)
|
|
$
|
377.6
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net (loss)
|
$
|
(13.2
|
)
|
|
$
|
(16.7
|
)
|
Adjustments to reconcile net (loss) to net cash (used for) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
10.6
|
|
|
11.3
|
|
||
Deferred income taxes
|
(0.5
|
)
|
|
(0.2
|
)
|
||
Stock-based compensation
|
0.7
|
|
|
0.4
|
|
||
Gain from long-term disability plan change
|
(1.1
|
)
|
|
—
|
|
||
U.S. pension expense
|
0.9
|
|
|
1.4
|
|
||
Other non-cash adjustments, net
|
1.4
|
|
|
(0.2
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables
|
(4.8
|
)
|
|
(21.8
|
)
|
||
Inventories
|
(8.1
|
)
|
|
(4.9
|
)
|
||
Accounts payable and accrued expenses
|
1.2
|
|
|
(33.0
|
)
|
||
Income taxes payable and receivable
|
—
|
|
|
(0.4
|
)
|
||
Other assets and liabilities
|
(4.2
|
)
|
|
0.9
|
|
||
Net cash (used for) operating activities
|
(17.1
|
)
|
|
(63.2
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(7.5
|
)
|
|
(8.6
|
)
|
||
Net cash used for investing activities
|
(7.5
|
)
|
|
(8.6
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from revolving credit facility
|
30.0
|
|
|
—
|
|
||
Payments on revolving credit facility
|
—
|
|
|
(25.0
|
)
|
||
Payments on long-term debt
|
(0.1
|
)
|
|
(1.0
|
)
|
||
Value of shares withheld related to employee tax withholding
|
—
|
|
|
(0.7
|
)
|
||
Net cash provided by (used for) financing activities
|
29.9
|
|
|
(26.7
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(0.5
|
)
|
|
0.4
|
|
||
Net increase (decrease) in cash and cash equivalents
|
4.8
|
|
|
(98.1
|
)
|
||
Cash and cash equivalents at beginning of year
|
27.1
|
|
|
173.8
|
|
||
Cash and cash equivalents at end of period
|
$
|
31.9
|
|
|
$
|
75.7
|
|
Supplemental Cash Flow Disclosure:
|
|
|
|
||||
Amounts in accounts payable for capital expenditures
|
$
|
2.0
|
|
|
$
|
3.7
|
|
Interest paid
|
0.7
|
|
|
0.9
|
|
||
Income taxes paid (refunded), net
|
0.3
|
|
|
0.3
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net sales
|
|
|
|
||||
United States
|
$
|
115.2
|
|
|
$
|
109.3
|
|
Canada
|
7.3
|
|
|
10.0
|
|
||
China
|
6.6
|
|
|
11.4
|
|
||
Other
|
9.6
|
|
|
11.0
|
|
||
Total net sales
|
$
|
138.7
|
|
|
$
|
141.7
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
(Loss) from continuing operations before income taxes
|
$
|
(13.5
|
)
|
|
$
|
(16.9
|
)
|
Income tax (benefit)
|
(0.3
|
)
|
|
(0.3
|
)
|
||
Effective tax rate
|
2.2
|
%
|
|
1.8
|
%
|
|
Three Months Ended
March 31, 2019 |
||
(Loss) on disposal of discontinued operations before income tax
|
$
|
(0.1
|
)
|
Income tax (benefit) expense
|
—
|
|
|
Net (loss) on disposal of discontinued operations
|
$
|
(0.1
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Numerator
|
|
|
|
||||
Net (loss) from continuing operations
|
$
|
(13.2
|
)
|
|
$
|
(16.6
|
)
|
Net (loss) from discontinued operations
|
—
|
|
|
(0.1
|
)
|
||
Net (loss)
|
$
|
(13.2
|
)
|
|
$
|
(16.7
|
)
|
|
|
|
|
||||
Denominator
|
|
|
|
||||
Weighted average number of common shares outstanding
|
21,527,453
|
|
|
25,851,432
|
|
||
Weighted average number of vested shares not yet issued
|
317,129
|
|
|
804,356
|
|
||
Weighted average number of common shares outstanding - Basic
|
21,844,582
|
|
|
26,655,788
|
|
||
Dilutive impact of stock-based compensation plans
|
—
|
|
|
—
|
|
||
Weighted average number of common shares outstanding - Diluted
|
21,844,582
|
|
|
26,655,788
|
|
|
Three Months Ended
March 31, |
||||
|
2020
|
|
2019
|
||
Potentially dilutive common shares excluded from diluted computation, as inclusion would be anti-dilutive
|
1,061,132
|
|
|
440,075
|
|
Performance awards excluded from diluted computation, as performance conditions not met
|
180,504
|
|
|
509,065
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Customer receivables
|
$
|
53.3
|
|
|
$
|
47.1
|
|
Miscellaneous receivables
|
4.2
|
|
|
7.2
|
|
||
Less: allowance for product claims, discounts, returns and losses
|
(17.4
|
)
|
|
(18.2
|
)
|
||
Total
|
$
|
40.1
|
|
|
$
|
36.1
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Balance as of January 1
|
$
|
(9.0
|
)
|
|
$
|
(6.4
|
)
|
Reductions for payments
|
2.1
|
|
|
1.5
|
|
||
Current year claim accruals
|
(1.9
|
)
|
|
(1.8
|
)
|
||
Balance as of March 31
|
$
|
(8.8
|
)
|
|
$
|
(6.7
|
)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Finished goods
|
$
|
92.5
|
|
|
$
|
87.1
|
|
Goods in process
|
4.7
|
|
|
4.5
|
|
||
Raw materials and supplies
|
21.4
|
|
|
20.0
|
|
||
Total
|
$
|
118.6
|
|
|
$
|
111.6
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Payables, trade and other
|
$
|
71.9
|
|
|
$
|
70.5
|
|
Employment costs
|
11.3
|
|
|
13.8
|
|
||
Other accrued expenses
|
13.3
|
|
|
16.8
|
|
||
Current operating lease liabilities
|
3.3
|
|
|
3.3
|
|
||
Total
|
$
|
99.8
|
|
|
$
|
104.4
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Defined-benefit pension, U.S.
|
|
|
|
||||
Service cost
|
$
|
0.6
|
|
|
$
|
0.6
|
|
Interest cost
|
3.1
|
|
|
3.8
|
|
||
Expected return on plan assets
|
(5.3
|
)
|
|
(5.4
|
)
|
||
Amortization of net actuarial loss
|
2.6
|
|
|
2.4
|
|
||
Total, defined-benefit pension, U.S.
|
$
|
1.0
|
|
|
$
|
1.4
|
|
Defined-benefit pension, Canada
|
|
|
|
||||
Interest cost
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Expected return on plan assets
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Amortization of net actuarial loss
|
0.1
|
|
|
0.1
|
|
||
Total, defined-benefit pension, Canada
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Defined-benefit postretirement, U.S.
|
|
|
|
||||
Service cost
|
$
|
—
|
|
|
$
|
0.1
|
|
Interest cost
|
0.5
|
|
|
0.6
|
|
||
Amortization of prior service credits
|
(0.1
|
)
|
|
—
|
|
||
Amortization of net actuarial gains
|
(1.2
|
)
|
|
(0.8
|
)
|
||
Total, defined-benefit postretirement, U.S.
|
$
|
(0.8
|
)
|
|
$
|
(0.1
|
)
|
|
Foreign Currency Translation Adjustments
|
|
Derivative Adjustments
|
|
Pension and Postretirement Adjustments
|
|
Total Accumulated Other Comprehensive (Loss) Income
|
||||||||
Balance, December 31, 2019
|
$
|
(0.5
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(73.6
|
)
|
|
$
|
(74.7
|
)
|
Other comprehensive (loss) income before reclassifications, net of tax impact of $- , ($0.3), $- and ($0.3)
|
(2.5
|
)
|
|
1.4
|
|
|
0.2
|
|
|
(0.9
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
(0.1
|
)
|
|
1.1
|
|
|
1.0
|
|
||||
Net current period other comprehensive (loss) income
|
(2.5
|
)
|
|
1.3
|
|
|
1.3
|
|
|
0.1
|
|
||||
Balance, March 31, 2020
|
$
|
(3.0
|
)
|
|
$
|
0.7
|
|
|
$
|
(72.3
|
)
|
|
$
|
(74.6
|
)
|
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2018
|
$
|
1.7
|
|
|
$
|
0.8
|
|
|
$
|
(64.1
|
)
|
|
$
|
(61.6
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax impact of $- , $0.2, $-, and $0.2
|
2.2
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
1.8
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
(0.2
|
)
|
|
1.3
|
|
|
1.1
|
|
||||
Net current period other comprehensive income (loss)
|
2.2
|
|
|
(0.5
|
)
|
|
1.2
|
|
|
2.9
|
|
||||
Balance, March 31, 2019
|
$
|
3.9
|
|
|
$
|
0.3
|
|
|
$
|
(62.9
|
)
|
|
$
|
(58.7
|
)
|
|
Three Months Ended
March 31, |
|
|
||||||
|
2020
|
|
2019
|
|
Affected Line Item
|
||||
Derivative adjustments
|
|
|
|
|
|
||||
Foreign exchange contracts - purchases
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
Cost of goods sold
|
Foreign exchange contracts - sales
|
—
|
|
|
(0.1
|
)
|
|
Net sales
|
||
Total (income) before tax
|
(0.1
|
)
|
|
(0.2
|
)
|
|
|
||
Tax impact
|
—
|
|
|
—
|
|
|
Income tax (benefit)
|
||
Total (income), net of tax
|
(0.1
|
)
|
|
(0.2
|
)
|
|
|
||
Pension and postretirement adjustments
|
|
|
|
|
|
||||
Amortization of net actuarial loss
|
1.4
|
|
|
1.7
|
|
|
Other expense, net
|
||
Tax impact
|
(0.3
|
)
|
|
(0.4
|
)
|
|
Income tax (benefit)
|
||
Total expense, net of tax
|
1.1
|
|
|
1.3
|
|
|
|
||
Total reclassifications for the period
|
$
|
1.0
|
|
|
$
|
1.1
|
|
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
|
|
Change
|
|||||||||||
(Dollars in millions)
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Net sales
|
$
|
138.7
|
|
|
$
|
141.7
|
|
|
$
|
(3.0
|
)
|
|
(2.1
|
)%
|
Cost of goods sold
|
115.4
|
|
|
119.6
|
|
|
(4.2
|
)
|
|
(3.5
|
)%
|
|||
Gross profit
|
23.3
|
|
|
22.1
|
|
|
1.2
|
|
|
5.4
|
%
|
|||
Selling, general and administrative expenses
|
36.6
|
|
|
37.7
|
|
|
(1.1
|
)
|
|
(2.9
|
)%
|
|||
Operating (loss)
|
(13.3
|
)
|
|
(15.6
|
)
|
|
2.3
|
|
|
NM*
|
|
|||
Interest expense
|
0.6
|
|
|
1.0
|
|
|
(0.4
|
)
|
|
|
||||
Other (income) expense, net
|
(0.4
|
)
|
|
0.3
|
|
|
(0.7
|
)
|
|
|
||||
(Loss) from continuing operations before income taxes
|
(13.5
|
)
|
|
(16.9
|
)
|
|
3.4
|
|
|
|
||||
Income tax (benefit)
|
(0.3
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
|
||||
Net (loss) from continuing operations
|
(13.2
|
)
|
|
(16.6
|
)
|
|
3.4
|
|
|
|
||||
(Loss) on disposal of discontinued operations, net of tax
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
|
||||
Net (loss) from discontinued operations
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
|
||||
Net (loss)
|
$
|
(13.2
|
)
|
|
$
|
(16.7
|
)
|
|
$
|
3.5
|
|
|
|
|
Three Months Ended
March 31, |
|
Change
|
|
Percentage Point Change Due to
|
||||||||||||||||||||||
(Dollars in millions)
|
2020
|
|
2019
|
|
$
|
|
%
|
|
Price
|
|
Volume
|
|
Mix
|
|
Currency
|
||||||||||||
|
$
|
138.7
|
|
|
$
|
141.7
|
|
|
$
|
(3.0
|
)
|
|
(2.1
|
)%
|
|
(2.0
|
)
|
|
(2.9
|
)
|
|
3.1
|
|
|
(0.3
|
)
|
(Dollars in millions)
|
Three Months Ended March 31,
|
||||||
2020
|
|
2019
|
|||||
Cash (used for) operating activities
|
$
|
(17.1
|
)
|
|
$
|
(63.2
|
)
|
Cash (used for) investing activities
|
(7.5
|
)
|
|
(8.6
|
)
|
||
Cash provided by (used for) financing activities
|
29.9
|
|
|
(26.7
|
)
|
Period
|
Total Number of Shares Purchased 1
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that may yet be Purchased under the Plans or Programs
|
|||||
January 1 - 31, 2020
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
February 1 - 29, 2020
|
240
|
|
|
$
|
3.68
|
|
|
—
|
|
|
—
|
|
March 1 - 31, 2020
|
16,982
|
|
|
$
|
1.91
|
|
|
—
|
|
|
—
|
|
Total
|
17,222
|
|
|
|
|
—
|
|
|
—
|
|
Exhibit
Number
|
|
Description
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.†
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document†
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document†
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document†
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document†
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document†
|
|
|
|
†
|
Filed herewith.
|
|
|
|
|
*
|
Furnished herewith.
|
Armstrong Flooring, Inc.
|
|
(Registrant)
|
|
|
|
Date:
|
June 24, 2020
|
|
|
By:
|
/s/ Douglas B. Bingham
|
|
|
|
Douglas B. Bingham
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
(As Duly Authorized Officer and Principal Financial Officer)
|
|
|
Date:
|
June 24, 2020
|
|
|
By:
|
/s/ Tracy L. Marines
|
|
|
|
Tracy L. Marines
|
|
Vice President and Controller
|
|
(As Duly Authorized Officer and Principal Accounting Officer)
|
2020 Long-Term Time-Based Cash Award
|
ARMSTRONG FLOORING, INC.
2500 Columbia Ave., P.O. Box 3025
Lancaster, PA 17604
717.672.9611
|
[Grantee Name]
|
|
Date of Grant:
|
March 24, 2020
|
Time-Based Cash Award:
|
[Cash Amount]
|
Event
|
Provisions
|
§ Voluntary Resignation
|
Forfeit the unvested Cash Award
|
§ Termination for Cause
|
Forfeit the unpaid (vested or unvested) Cash Award
|
§ Involuntary Termination
|
If termination occurs after 10 months following the Date of Grant, the Cash Award vests pro-rata based on the period of employment; otherwise unvested portion of Cash Award is forfeited
|
§ Death
§ Long-Term Disability
|
Cash Award vests pro-rata based on the period of employment
|
§ Involuntary Termination upon or within two years following a Change of Control
|
Cash Award vests in full upon termination of employment
|
2020 Long-Term Time-Based Cash Award
|
ARMSTRONG FLOORING, INC.
2500 Columbia Ave., P.O. Box 3025
Lancaster, PA 17604
717.672.9611
|
[Grantee Name]
|
|
Date of Grant:
|
March 24, 2020
|
Time-Based Cash Award:
|
[Cash Amount]
|
Event
|
Provisions
|
§ Voluntary Resignation
|
Forfeit the unvested Cash Award
|
§ Termination for Cause
|
Forfeit the unpaid (vested or unvested) Cash Award
|
§ Involuntary Termination
|
If termination occurs after 10 months following the Date of Grant, the Cash Award vests pro-rata based on the period of employment; otherwise unvested portion of Cash Award is forfeited
|
§ Death
§ Long-Term Disability
|
Cash Award vests pro-rata based on the period of employment
|
§ Involuntary Termination upon or within two years following a Change of Control
|
Cash Award vests in full upon termination of employment
|
2020 Long-Term Time-Based Cash Award
|
ARMSTRONG FLOORING, INC.
2500 Columbia Ave., P.O. Box 3025
Lancaster, PA 17604
717.672.9611
|
[Grantee Name]
|
|
Date of Grant:
|
March 24, 2020
|
Time-Based Cash Award:
|
[Cash Amount]
|
Event
|
Provisions
|
§ Voluntary Resignation
|
Forfeit the unvested Cash Award
|
§ Termination for Cause
|
Forfeit the unpaid (vested or unvested) Cash Award
|
§ Involuntary Termination
|
If termination occurs after 10 months following the Date of Grant, the Cash Award vests pro-rata based on the period of employment; otherwise unvested portion of Cash Award is forfeited
|
§ Death
§ Long-Term Disability
|
Cash Award vests pro-rata based on the period of employment
|
§ Involuntary Termination upon or within two years following a Change of Control
|
Cash Award vests in full upon termination of employment
|
2020 Long-Term Performance-Based Restricted Stock Unit Grant
Performance Goal Based on Stock Price Hurdles
Company Confidential
|
ARMSTRONG FLOORING, INC.
2500 Columbia Ave., P.O. Box 3025
Lancaster, PA 17604
717.672.9611
|
|
|
[Participant Name]
|
|
|
|
I am pleased to inform you that the Company’s Management Development and Compensation Committee granted you the following:
Date of Grant:
March 24, 2020
|
|||
Performance Units (“Target Award”):
[_________]
|
|
||
Maximum Performance Units (“Maximum Award”):
125% of Target Award
|
|
||
Performance Period
(“Performance Period”):
January 1, 2020 through December 31, 2022
|
|
This award recognizes the importance of your role in achieving the Company’s long-term strategy and is subject to the terms of the 2016 Long-Term Incentive Plan and the award agreement. The award agreement consists of this grant letter with the Performance Goal attached as Exhibit A and incorporated herein and the Terms and Conditions attached as Exhibit B.
The Performance Units will be earned by achieving a Performance Goal based on Stock Price Hurdles, subject to your continued employment, as described in the Terms and Conditions. The Committee has established the Performance Goal set forth on Exhibit A, which allows you to earn up to the Maximum Award, subject to your continued employment as described in the Terms and Conditions.
To the extent the Performance Goal is achieved and you satisfy the employment requirements, a number of shares of Company Stock equal to the Performance Units that are earned and vested will be distributed to you following the conclusion of the Performance Period in accordance with the payment terms set forth in the Terms and Conditions, subject to the holding requirements set forth in the Terms and Conditions. The Company will withhold shares to satisfy your tax obligations unless you provide a payment to cover the tax withholding obligation. You have no ownership or voting rights relative to the Performance Units.
If the Company makes cash dividend payments during the Performance Period, the value of the dividends on shares attributable to the Performance Units will accrue as dividend equivalents in a non-interest bearing bookkeeping account. You will receive a cash payment equal to the accrued dividend equivalents at the end of the Performance Period, adjusted for the number of Performance Units that become earned and vested.
Employment Events
The following chart is a summary of the provisions which apply to this award in connection with your termination of employment. The following is only a summary, and in the event of termination of employment, the award will be governed by the Terms and Conditions.
Event
Provisions
|
|
||
Voluntary Resignation
Termination for Cause
All Performance Units and accrued dividend equivalents are forfeited.
|
|
|
|
Involuntary Termination Without Cause
If termination occurs after 10 months following the Date of Grant, then to the extent that the Performance Goal is achieved, Performance Units and accrued dividend equivalents are earned pro-rata, based on the period of employment; otherwise the Performance Units and accrued dividend equivalents are forfeited.
|
|
|
|
Death
Long-Term Disability
To the extent that the Performance Goal is achieved, Performance Units and accrued dividend equivalents are earned pro-rata, based on the period of employment.
|
|
|
After a Change in Control:
Involuntary Termination Without Cause
Death
Long-Term Disability
Performance Units calculated upon the Change in Control and accrued dividend equivalents are earned as described on Exhibit A.
|
|
|
|
In the event of any inconsistency between the foregoing summary and the Terms and Conditions or the 2016 Long-Term Incentive Plan, the Terms and Conditions or the 2016 Long-Term Incentive Plan, as applicable, will govern. Capitalized terms used but not defined in this grant letter will have the meanings set forth in the 2016 Long-Term Incentive Plan or the Terms and Conditions, as applicable. As described in the Terms and Conditions, if and to the extent that the terms of this award agreement conflict with the terms of a Change in Control Agreement or employment agreement between you and the Company, the terms of this award agreement shall supersede the terms of the Change in Control Agreement or employment agreement.
Please note that the Terms and Conditions contain restrictive covenant language pertaining to confidentiality, non-competition and non-solicitation. You should read these sections carefully before deciding whether to accept the Performance Units. If you decide not to accept the Performance Units, you will not be subject to the restrictive covenants set forth in the Terms and Conditions, but you will forfeit the Performance Units. You will continue to be subject to any restrictive covenants set forth in the 2016 Long-Term Incentive Plan with respect to prior equity grants and any other agreements between you and the Company. There will be no other consequences as a result of your decision not to accept the Performance Units.
Please contact Cynthia Carlson-Auchey (717-672-7094) if you have questions.
Sincerely,
John C. Bassett
SVP & CHRO
The information contained in this letter is confidential and any discussion, distribution or use of this information is prohibited.
|
|
|
|
|
Stock Price Hurdles Performance Scale
|
||
Stock Price Hurdle
|
|
Payout
|
Below $XX
|
|
0%
|
$XX
|
|
50%
|
$XX
|
|
75%
|
$XX
|
|
100%
|
$XX
|
|
125%
|
2020 Long-Term Performance-Based Restricted Stock Unit Grant
Performance Goal Based on Stock Price Hurdles
Company Confidential
|
ARMSTRONG FLOORING, INC.
2500 Columbia Ave., P.O. Box 3025
Lancaster, PA 17604
717.672.9611
|
|
|
[Participant Name]
|
|
|
|
I am pleased to inform you that the Company’s Management Development and Compensation Committee granted you the following:
Date of Grant:
March 24, 2020
|
|||
Performance Units (“Target Award”):
[_________]
|
|
||
Maximum Performance Units (“Maximum Award”):
125% of Target Award
|
|
||
Performance Period
(“Performance Period”):
January 1, 2020 through December 31, 2022
|
|
This award recognizes the importance of your role in achieving the Company’s long-term strategy and is subject to the terms of the 2016 Long-Term Incentive Plan and the award agreement. The award agreement consists of this grant letter with the Performance Goal attached as Exhibit A and incorporated herein and the Terms and Conditions attached as Exhibit B.
The Performance Units will be earned by achieving a Performance Goal based on Stock Price Hurdles, subject to your continued employment, as described in the Terms and Conditions. The Committee has established the Performance Goal set forth on Exhibit A, which allows you to earn up to the Maximum Award, subject to your continued employment as described in the Terms and Conditions.
To the extent the Performance Goal is achieved and you satisfy the employment requirements, a number of shares of Company Stock equal to the Performance Units that are earned and vested will be distributed to you following the conclusion of the Performance Period in accordance with the payment terms set forth in the Terms and Conditions, subject to the holding requirements set forth in the Terms and Conditions. The Company will withhold shares to satisfy your tax obligations unless you provide a payment to cover the tax withholding obligation. You have no ownership or voting rights relative to the Performance Units.
If the Company makes cash dividend payments during the Performance Period, the value of the dividends on shares attributable to the Performance Units will accrue as dividend equivalents in a non-interest bearing bookkeeping account. You will receive a cash payment equal to the accrued dividend equivalents at the end of the Performance Period, adjusted for the number of Performance Units that become earned and vested.
Employment Events
The following chart is a summary of the provisions which apply to this award in connection with your termination of employment. The following is only a summary, and in the event of termination of employment, the award will be governed by the Terms and Conditions.
Event
Provisions
|
|
||
Voluntary Resignation
Termination for Cause
All Performance Units and accrued dividend equivalents are forfeited.
|
|
|
|
Involuntary Termination Without Cause
If termination occurs after 10 months following the Date of Grant, then to the extent that the Performance Goal is achieved, Performance Units and accrued dividend equivalents are earned pro-rata, based on the period of employment; otherwise the Performance Units and accrued dividend equivalents are forfeited.
|
|
|
|
Death
Long-Term Disability
To the extent that the Performance Goal is achieved, Performance Units and accrued dividend equivalents are earned pro-rata, based on the period of employment.
|
|
|
After a Change in Control:
Involuntary Termination Without Cause
Death
Long-Term Disability
Performance Units calculated upon the Change in Control and accrued dividend equivalents are earned as described on Exhibit A.
|
|
|
|
In the event of any inconsistency between the foregoing summary and the Terms and Conditions or the 2016 Long-Term Incentive Plan, the Terms and Conditions or the 2016 Long-Term Incentive Plan, as applicable, will govern. Capitalized terms used but not defined in this grant letter will have the meanings set forth in the 2016 Long-Term Incentive Plan or the Terms and Conditions, as applicable. As described in the Terms and Conditions, if and to the extent that the terms of this award agreement conflict with the terms of a Change in Control Agreement or employment agreement between you and the Company, the terms of this award agreement shall supersede the terms of the Change in Control Agreement or employment agreement.
Please note that the Terms and Conditions contain restrictive covenant language pertaining to confidentiality, non-competition and non-solicitation. You should read these sections carefully before deciding whether to accept the Performance Units. If you decide not to accept the Performance Units, you will not be subject to the restrictive covenants set forth in the Terms and Conditions, but you will forfeit the Performance Units. You will continue to be subject to any restrictive covenants set forth in the 2016 Long-Term Incentive Plan with respect to prior equity grants and any other agreements between you and the Company. There will be no other consequences as a result of your decision not to accept the Performance Units.
Please contact Cynthia Carlson-Auchey (717-672-7094) if you have questions.
Sincerely,
Michel Vermette
President and Chief Executive Officer
The information contained in this letter is confidential and any discussion, distribution or use of this information is prohibited.
|
|
|
|
|
Stock Price Hurdles Performance Scale
|
||
Stock Price Hurdle
|
|
Payout
|
Below $XX
|
|
0%
|
$XX
|
|
50%
|
$XX
|
|
75%
|
$XX
|
|
100%
|
$XX
|
|
125%
|
1.
|
Grant.
|
2020 Long-Term Performance-Based Restricted Stock Unit Grant
Performance Goal Based on Stock Price Hurdles
Company Confidential
|
ARMSTRONG FLOORING, INC.
2500 Columbia Ave., P.O. Box 3025
Lancaster, PA 17604
717.672.9611
|
|
|
[Participant Name]
|
|
|
|
I am pleased to inform you that the Company’s Management Development and Compensation Committee granted you the following:
Date of Grant:
March 24, 2020
|
|||
Performance Units (“Target Award”):
[_________]
|
|
||
Maximum Performance Units (“Maximum Award”):
125% of Target Award
|
|
||
Performance Period
(“Performance Period”):
January 1, 2020 through December 31, 2022
|
|
This award recognizes the importance of your role in achieving the Company’s long-term strategy and is subject to the terms of the 2016 Long-Term Incentive Plan and the award agreement. The award agreement consists of this grant letter with the Performance Goal attached as Exhibit A and incorporated herein and the Terms and Conditions attached as Exhibit B.
The Performance Units will be earned by achieving a Performance Goal based on Stock Price Hurdles, subject to your continued employment, as described in the Terms and Conditions. The Committee has established the Performance Goal set forth on Exhibit A, which allows you to earn up to the Maximum Award, subject to your continued employment as described in the Terms and Conditions.
To the extent the Performance Goal is achieved and you satisfy the employment requirements, a number of shares of Company Stock equal to the Performance Units that are earned and vested will be distributed to you following the conclusion of the Performance Period in accordance with the payment terms set forth in the Terms and Conditions. The Company will withhold shares to satisfy your tax obligations unless you provide a payment to cover the tax withholding obligation. You have no ownership or voting rights relative to the Performance Units.
If the Company makes cash dividend payments during the Performance Period, the value of the dividends on shares attributable to the Performance Units will accrue as dividend equivalents in a non-interest bearing bookkeeping account. You will receive a cash payment equal to the accrued dividend equivalents at the end of the Performance Period, adjusted for the number of Performance Units that become earned and vested.
Employment Events
The following chart is a summary of the provisions which apply to this award in connection with your termination of employment. The following is only a summary, and in the event of termination of employment, the award will be governed by the Terms and Conditions.
Event
Provisions
|
|
||
Voluntary Resignation
Termination for Cause
All Performance Units and accrued dividend equivalents are forfeited.
|
|
|
|
Involuntary Termination Without Cause
If termination occurs after 10 months following the Date of Grant, then to the extent that the Performance Goal is achieved, Performance Units and accrued dividend equivalents are earned pro-rata, based on the period of employment; otherwise the Performance Units and accrued dividend equivalents are forfeited.
|
|
|
|
Death
Long-Term Disability
To the extent that the Performance Goal is achieved, Performance Units and accrued dividend equivalents are earned pro-rata, based on the period of employment.
|
|
|
After a Change in Control:
Involuntary Termination Without Cause
Death
Long-Term Disability
Performance Units calculated upon the Change in Control and accrued dividend equivalents are earned as described on Exhibit A.
|
|
|
|
In the event of any inconsistency between the foregoing summary and the Terms and Conditions or the 2016 Long-Term Incentive Plan, the Terms and Conditions or the 2016 Long-Term Incentive Plan, as applicable, will govern. Capitalized terms used but not defined in this grant letter will have the meanings set forth in the 2016 Long-Term Incentive Plan or the Terms and Conditions, as applicable. As described in the Terms and Conditions, if and to the extent that the terms of this award agreement conflict with the terms of a Change in Control Agreement or employment agreement between you and the Company, the terms of this award agreement shall supersede the terms of the Change in Control Agreement or employment agreement.
Please note that the Terms and Conditions contain restrictive covenant language pertaining to confidentiality, non-competition and non-solicitation. You should read these sections carefully before deciding whether to accept the Performance Units. If you decide not to accept the Performance Units, you will not be subject to the restrictive covenants set forth in the Terms and Conditions, but you will forfeit the Performance Units. You will continue to be subject to any restrictive covenants set forth in the 2016 Long-Term Incentive Plan with respect to prior equity grants and any other agreements between you and the Company. There will be no other consequences as a result of your decision not to accept the Performance Units.
Please contact Cynthia Carlson-Auchey (717-672-7094) if you have questions.
Sincerely,
Michel Vermette
President and Chief Executive Officer
The information contained in this letter is confidential and any discussion, distribution or use of this information is prohibited.
|
|
|
|
|
Stock Price Hurdles Performance Scale
|
||
Stock Price Hurdle
|
|
Payout
|
Below $XX
|
|
0%
|
$XX
|
|
50%
|
$XX
|
|
75%
|
$XX
|
|
100%
|
$XX
|
|
125%
|
1.
|
Grant.
|
Date:
|
June 24, 2020
|
|
|
By:
|
/s/ Michel S. Vermette
|
|
|
|
Michel S. Vermette
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date:
|
June 24, 2020
|
|
|
By:
|
/s/ Douglas B. Bingham
|
|
|
|
Douglas B. Bingham
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
(Principal Financial Officer)
|
/s/ Michel S.Vermette
|
|
Michel S. Vermette
|
President and Chief Executive Officer
|
(Principal Executive Officer)
|
June 24, 2020
|
/s/ Douglas B. Bingham
|
|
Douglas B. Bingham
|
Senior Vice President, Chief Financial Officer and Treasurer
|
(Principal Financial Officer)
|
June 24, 2020
|