Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
NOTE 1. BUSINESS AND BASIS OF PRESENTATION
Armstrong World Industries, Inc. (“AWI”) is a Pennsylvania corporation incorporated in 1891. When we refer to “AWI,” the “Company,” “we,” “our” or “us” in these notes, we are referring to AWI and its subsidiaries.
Except as disclosed in this Note, the accounting policies used in preparing the Condensed Consolidated Financial Statements in this Form 10-Q are the same as those used in preparing the Consolidated Financial Statements for the year ended December 31, 2020. These statements should therefore be read in conjunction with the Consolidated Financial Statements and notes that are included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2020. In the opinion of management, all adjustments of a normal recurring nature have been included to provide a fair statement of the results for the reporting periods presented. Operating results for the third quarter and first nine months of 2021 and 2020 included in this report are unaudited. Quarterly results are not necessarily indicative of annual earnings, primarily due to the different level of sales in each quarter of the year and the possibility of changes in general economic conditions.
These Condensed Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The statements include management estimates and judgments, where appropriate. Management utilizes estimates to record many items, including certain asset values, contingent purchase price liabilities, allowances for bad debts, inventory obsolescence and lower of cost and net realizable value charges, warranty reserves, workers’ compensation, general liability and environmental claims, and income taxes. When preparing an estimate, management determines the amount based upon the consideration of relevant information and may confer with outside parties, including external counsel. Actual results may differ from these estimates.
Acquisitions
In December 2020, we acquired all of the issued and outstanding equity of Arktura LLC (“Arktura”) and certain subsidiaries with operations in the United States and Argentina. Arktura is a designer and fabricator of metal and felt ceilings, walls, partitions, and facades with one manufacturing facility based in Los Angeles, California.
In August 2020, we acquired the business and assets of Moz Designs, Inc. (“Moz”), based in Oakland, California. Moz is a designer and fabricator of custom architectural metal ceilings, walls, dividers and column covers for interior and exterior applications with one manufacturing facility.
In July 2020, we acquired all the issued and outstanding capital stock of TURF Design, Inc. (“Turf”), with one manufacturing facility in Elgin, Illinois and a design center in Chicago, Illinois. Turf is a designer and manufacturer of acoustic felt ceilings and wall products.
The operations, assets and liabilities of these acquisitions are included in our Architectural Specialties segment. See Note 4 for further information on our recent acquisitions.
Discontinued Operations
In 2019, we completed the sale of certain subsidiaries comprising our businesses and operations in Europe, the Middle East and Africa (including Russia) (“EMEA”) and the Pacific Rim, including the corresponding businesses and operations conducted by Worthington Armstrong Venture (“WAVE”), our joint venture with Worthington Industries, Inc. (“Worthington”) in which AWI holds a 50% interest (collectively, the “Sale”), to Knauf International GmbH (“Knauf”). In January 2021, we finalized post-closing adjustments to the purchase price related to certain pension liabilities assumed by Knauf in the Sale. During the first quarter of 2021, we paid $11.8 million to Knauf related to this purchase price adjustment.
See Note 5 for additional information related to our discontinued operations.
Recently Adopted Accounting Standards
In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes,” which removes exceptions to the general principles in ASC Topic 740 – Income Taxes for allocating tax expense between financial statement components, accounting basis differences resulting from an ownership change in foreign investments and interim period income tax accounting for year-to-date losses that exceed projected losses. Effective January 1, 2021, we adopted this standard, which had no material impact on our financial condition or results of operations.
9
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
COVID-19 Considerations
The COVID-19 pandemic has created significant volatility and economic disruption and the impact on our future consolidated results of operations is uncertain. The extent to which COVID-19 impacts our employees, operations, customers, suppliers and financial results depends on numerous evolving factors that we are not be able to accurately predict, including: the duration and scope of the pandemic; government actions taken in response to the pandemic; the availability and distribution of vaccines; the impact on construction activity; the effect on our customers demand for our ceiling and wall systems; our ability to manufacture and sell our products; and the ability of our customers to pay for our products. While many of our products support life sustaining activities and essential construction, we, and certain of our customers or suppliers, may be impacted by state actions, orders and policies regarding the COVID-19 pandemic, including temporary closures of non-life sustaining businesses, shelter-in-place orders, and travel, social distancing and quarantine policies, the implementation and enforcement of which vary by individual U.S. states and by individual countries in the Americas. We did not record any asset impairments, inventory charges or material bad debt reserves related to COVID-19 during the third quarter and first nine months of 2021 and 2020 but future events may require such charges, which could have a material adverse effect on our financial condition, liquidity or results of operations.
NOTE 2. SEGMENT RESULTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
Mineral Fiber
|
|
$
|
214.5
|
|
|
$
|
187.3
|
|
|
$
|
611.3
|
|
|
$
|
542.9
|
|
Architectural Specialties
|
|
|
77.7
|
|
|
|
59.0
|
|
|
|
212.8
|
|
|
|
155.3
|
|
Total net sales
|
|
$
|
292.2
|
|
|
$
|
246.3
|
|
|
$
|
824.1
|
|
|
$
|
698.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Segment operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
Mineral Fiber
|
|
$
|
68.5
|
|
|
$
|
58.1
|
|
|
$
|
201.2
|
|
|
$
|
173.7
|
|
Architectural Specialties
|
|
|
5.0
|
|
|
|
9.1
|
|
|
|
7.5
|
|
|
|
20.9
|
|
Unallocated Corporate
|
|
|
(1.4
|
)
|
|
|
5.1
|
|
|
|
(4.2
|
)
|
|
|
16.1
|
|
Total consolidated operating income
|
|
$
|
72.1
|
|
|
$
|
72.3
|
|
|
$
|
204.5
|
|
|
$
|
210.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Total consolidated operating income
|
|
$
|
72.1
|
|
|
$
|
72.3
|
|
|
$
|
204.5
|
|
|
$
|
210.7
|
|
Interest expense
|
|
|
6.1
|
|
|
|
6.1
|
|
|
|
17.4
|
|
|
|
18.7
|
|
Other non-operating (income) expense, net
|
|
|
(1.4
|
)
|
|
|
(3.2
|
)
|
|
|
(4.3
|
)
|
|
|
361.8
|
|
Earnings (loss) from continuing operations before income taxes
|
|
$
|
67.4
|
|
|
$
|
69.4
|
|
|
$
|
191.4
|
|
|
$
|
(169.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
|
December 31, 2020
|
|
Segment assets
|
|
|
|
|
|
|
Mineral Fiber
|
|
$
|
1,119.9
|
|
|
$
|
1,101.1
|
|
Architectural Specialties
|
|
|
365.4
|
|
|
|
357.7
|
|
Unallocated Corporate
|
|
|
219.6
|
|
|
|
259.7
|
|
Total consolidated assets
|
|
$
|
1,704.9
|
|
|
$
|
1,718.5
|
|
NOTE 3. REVENUE
Revenue Recognition
We recognize revenue upon transfer of control of our products to the customer, which typically occurs upon shipment. Our main performance obligation to our customers is the delivery of products in accordance with purchase orders. Each purchase order confirms the transaction price for the products purchased under the arrangement. Direct sales to building materials distributors, home centers, direct customers and retailers represent the majority of our sales. Our standard sales terms are Free On Board (“FOB”) shipping point. We have some sales terms that are FOB destination. At the point of shipment, the customer is required to pay under normal sales
10
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
terms. In most cases our normal payment terms are 45 days or less and our sales arrangements do not have any material financing components. In addition, our customer arrangements do not produce contract assets or liabilities that are material to our Condensed Consolidated Financial Statements. Within our Architectural Specialties segment, the majority of revenues are customer project driven, which includes a minority of revenues derived from the sale of customer specified customized products that have no alternative use to us. The manufacturing cycle for these custom products is typically short.
Incremental costs to fulfill our customer arrangements are expensed as incurred, as the amortization period is less than one year.
Our products are sold with normal and customary return provisions. We provide limited warranties for defects in materials or factory workmanship, sagging and warping, and certain other manufacturing defects. Warranties are not sold separately to customers. Our product warranties place certain requirements on the purchaser, including installation and maintenance in accordance with our written instructions. In addition to our warranty program, under certain limited circumstances, we will occasionally at our sole discretion provide a customer accommodation repair or replacement. Warranty repairs and replacements are most commonly made by professional installers employed by or affiliated with our independent distributors. Reimbursement for costs associated with warranty repairs are provided to our independent distributors through a credit against accounts receivable from the distributor to us. Sales returns and warranty claims have historically not been material and do not constitute separate performance obligations.
We often offer incentive programs to our customers, primarily volume rebates and promotions. The majority of our rebates are designated as a percentage of annual customer purchases. We estimate the amount of rebates based on actual sales for the period and accrue for the projected incentive programs’ costs. We record the costs of rebate accruals as a reduction to the transaction price. Other sales discounts, including early pay promotions, are deducted immediately from the sales invoice.
Shipping and Handling
We account for product shipping and handling costs as fulfillment activities and present the associated costs in costs of goods sold in the period in which we sell our product.
Disaggregation of Revenues
Our Mineral Fiber and Architectural Specialties operating segments both manufacture and sell ceiling and wall systems (primarily mineral fiber, fiberglass wool, metal, wood, wood fiber, glass-reinforced-gypsum and felt) throughout the Americas. We disaggregate revenue based on our product-based segments and major customer channels, as they represent the most appropriate depiction of how the nature, amount and timing of revenues and cash flows are affected by economic factors. Net sales by major customer channel are as follows:
Distributors – represents net sales to building materials distributors who re-sell our products to contractors, subcontractors’ alliances, large architect and design firms, and major facility owners. Geographically, this category includes sales throughout the U.S., Canada, and Latin America.
Home centers – represents net sales to home centers, such as Lowe’s Companies, Inc. and The Home Depot, Inc. This category includes sales primarily to U.S. customers.
Direct customers – represents net sales to contractors, subcontractors, and large architect and design firms. This category includes sales primarily to U.S. customers.
Retailers and other – represents net sales to independent retailers and certain national account customers, including wholesalers who re-sell our products to dealers who service builders, contractors and consumers, online customers, major facility owners, group purchasing organizations and maintenance, repair and operating (“MRO”) entities. Geographically, this category includes sales throughout the U.S. and Canada.
11
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
The following tables provide net sales by major customer channel within our Mineral Fiber and Architectural Specialties segments for the three and nine months ended September 30, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
Mineral Fiber
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Distributors
|
|
$
|
161.5
|
|
|
$
|
138.6
|
|
|
$
|
453.5
|
|
|
$
|
395.1
|
|
Home centers
|
|
|
20.2
|
|
|
|
22.5
|
|
|
|
68.4
|
|
|
|
67.6
|
|
Direct customers
|
|
|
16.3
|
|
|
|
13.8
|
|
|
|
44.3
|
|
|
|
41.9
|
|
Retailers and other
|
|
|
16.5
|
|
|
|
12.4
|
|
|
|
45.1
|
|
|
|
38.3
|
|
Total
|
|
$
|
214.5
|
|
|
$
|
187.3
|
|
|
$
|
611.3
|
|
|
$
|
542.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
Architectural Specialties
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Distributors
|
|
$
|
41.4
|
|
|
$
|
36.0
|
|
|
$
|
116.0
|
|
|
$
|
103.9
|
|
Direct customers
|
|
|
35.7
|
|
|
|
23.0
|
|
|
|
94.6
|
|
|
|
49.8
|
|
Retailers and other
|
|
|
0.6
|
|
|
|
-
|
|
|
|
2.2
|
|
|
|
1.6
|
|
Total
|
|
$
|
77.7
|
|
|
$
|
59.0
|
|
|
$
|
212.8
|
|
|
$
|
155.3
|
|
NOTE 4. ACQUISITIONS
We account for acquisitions under the acquisition method and the results of acquired operations are included in the Condensed Consolidated Financial Statements from the acquisition date. Acquisition-related costs are expensed as incurred. We allocate total consideration to the assets acquired and liabilities assumed based on their estimated fair values, with the remaining unallocated amount recorded as goodwill. Our definite-lived intangible assets, and adjustments to the fair value of assets acquired and/or liabilities assumed, are amortized over the estimated useful life on a straight-line basis and recorded as a component of operating income (expense). The fair value of acquired intangible assets is estimated by applying discounted cash flow models based on significant level 3 inputs not observable in the market. Key assumptions are developed based on each acquirees’ historical experience, future projections and comparable market data including future cash flows, long-term growth rates, implied royalty rates, attrition rates and discount rates. Acquisition-related contingent consideration that is classified as a liability is measured at fair value at the acquisition date. Changes in the fair value of contingent consideration liabilities recorded in reporting periods after the acquisition date are recorded within change in fair value of contingent consideration on our Condensed Consolidated Statements of Operations and Comprehensive Income.
ARKTURA
On December 16, 2020, we acquired all the issued and outstanding equity of Arktura LLC (“Arktura”) and its subsidiaries with operations in the United States and Argentina for $91.3 million of cash paid at closing, net of $0.1 million of cash acquired, subject to customary post-closing adjustments for working capital. A portion of the cash consideration paid at closing is being held in escrow to secure potential claims for indemnification under the agreement. Under the terms of the agreement, and contingent upon continued employment with AWI, we are obligated to pay the sellers an additional $24.0 million in cash payments over a period of five years and issued an additional $6.0 million of restricted stock which will vest over a period of five years. Contingent upon employment with AWI, we also issued an additional $1.4 million of restricted stock to key Arktura employees which will vest over a period of three years. Compensation expense associated with these cash payments and restricted stock awards will be recorded over the required service and vesting periods. Customary post-closing adjustments for working capital may become known during the remainder of the measurement period. Changes to amounts recorded may result in a corresponding adjustment to acquired assets or liabilities, including goodwill.
12
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
The total fair value of tangible assets acquired, less liabilities assumed, was $1.4 million. The acquisition resulted in $57.0 million of goodwill. The following table summarizes the fair values of identifiable intangible assets acquired, and their estimated useful lives:
|
|
|
|
|
|
|
|
|
Fair Value at Acquisition Date
|
|
|
Estimated Useful Life
|
|
|
|
|
|
|
Tradenames
|
|
$
|
12.1
|
|
|
Indefinite
|
Software
|
|
|
9.1
|
|
|
7 years
|
Backlog
|
|
|
5.5
|
|
|
1 year
|
Customer relationships
|
|
|
3.6
|
|
|
1 year
|
Non-compete agreements
|
|
|
2.1
|
|
|
5 years
|
Patents
|
|
|
0.6
|
|
|
13-19 years
|
Total identifiable intangible assets
|
|
$
|
33.0
|
|
|
|
In connection with the Arktura acquisition, we formed Arktura Ventures LLC, an incubator entity for the development and commercialization of new products and solutions in the architecture, engineering and construction spaces. As of September 30, 2021, the venture entity had no funding or operations.
MOZ
On August 24, 2020, we acquired the business and assets of Moz for $4.2 million of cash paid at closing and the potential for a contingent earn-out payable in 2022 not to exceed $4.7 million. We, with the assistance of an independent, third-party valuation specialist, utilized a Monte Carlo simulation to determine the estimated fair value of the contingent consideration at the acquisition date of $2.7 million, resulting in total acquisition consideration of $6.9 million.
The contingent consideration is payable upon achievement of certain future performance objectives through December 31, 2021. See Note 15 for details related to the fair value of contingent consideration.
TURF
On July 27, 2020, we acquired all the issued and outstanding capital stock of Turf for a purchase price of $70.0 million of cash paid at closing and the potential for a contingent earn-out payable in 2022 and 2023 not to exceed $48.0 million. We, with the assistance of an independent, third-party valuation specialist, utilized a Monte Carlo simulation to determine the estimated fair value of the contingent consideration at the acquisition date of $14.1 million, resulting in total acquisition consideration of $84.1 million.
The contingent consideration is payable upon achievement of certain future performance objectives through 2022. The contingent consideration includes up to $24.0 million in additional cash consideration for performance at certain revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) growth targets. Full payout for target performance requires compounded annual growth rates in excess of 23% through December 31, 2022. The contingent consideration also includes up to $24.0 million in additional cash consideration for performance over revenue and EBITDA growth targets. Full payout for achievement over target performance requires compounded annual growth rates in excess of 38% through December 31, 2022. See Note 15 for details related to the change in fair value of the contingent consideration.
13
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
PRO FORMA FINANCIAL INFORMATION
The following table summarizes aggregate unaudited pro forma information assuming the acquisitions of Arktura, Moz and Turf had occurred on January 1, 2020. The unaudited pro forma results include the depreciation and amortization associated with the acquired assets, compensation expense related to cash payments and equity awards granted to employees of the acquired companies and adjustments to net sales for the purchase accounting effects of recording deferred revenue at fair value. In addition, the unaudited pro forma results do not include any expected benefits of the acquisitions or adjustments to as reported changes in the fair value of the contingent consideration. Accordingly, the unaudited pro forma results are not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of January 1, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Net sales from continuing operations, pro forma
|
|
$
|
292.2
|
|
|
$
|
258.4
|
|
|
$
|
824.8
|
|
|
$
|
743.6
|
|
Net sales from continuing operations, as reported
|
|
|
292.2
|
|
|
|
246.3
|
|
|
|
824.1
|
|
|
|
698.2
|
|
Net earnings (loss) from continuing operations before income taxes, pro forma
|
|
|
72.5
|
|
|
|
67.2
|
|
|
|
207.9
|
|
|
|
(185.3
|
)
|
Net earnings (loss) from continuing operations before income taxes, as reported
|
|
|
67.4
|
|
|
|
69.4
|
|
|
|
191.4
|
|
|
|
(169.8
|
)
|
The following table presents the net sales and pre-tax net (loss) income of Arktura, Moz and Turf included in our Condensed Consolidated Statements of Operations and Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Net sales
|
|
$
|
23.5
|
|
|
$
|
7.7
|
|
|
$
|
57.5
|
|
|
$
|
7.7
|
|
Pre-tax net (loss) income
|
|
|
(1.0
|
)
|
|
|
1.2
|
|
|
|
(3.0
|
)
|
|
|
1.2
|
|
NOTE 5. DISCONTINUED OPERATIONS
EMEA and Pacific Rim Businesses
In 2019, we completed the sale of certain subsidiaries comprising our businesses in EMEA and the Pacific Rim to Knauf. During the nine months ended September 30, 2021, we recorded a pre-tax loss on sale of $0.4 million for final purchase price adjustments related to certain pension liabilities included in the Sale. We did not record a gain or loss during the three months ended September 30, 2021. During the three and nine months ended September 30, 2020, we recorded a pre-tax loss on sale of $0.2 and $5.2 million, respectively, representing working capital and other adjustments.
See Note 1 for further discussion of the Sale.
European Resilient Flooring
During the second quarter of 2020, we recorded a gain of $0.8 million related to Accumulated Other Comprehensive Income (“AOCI”) adjustments from a previously discontinued foreign flooring entity, which was dissolved in the second quarter of 2020. The AOCI adjustments related to accumulated foreign currency translation amounts.
14
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
Summarized Financial Information of Discontinued Operations
The following table details the line items that comprise discontinued operations on the Condensed Consolidated Statements of Operations and Comprehensive Income.
|
|
|
|
|
|
|
EMEA and Pacific Rim Businesses
|
|
Nine Months Ended September 30, 2021
|
|
|
|
(Loss) from disposal of discontinued businesses, before income tax
|
|
$
|
(0.4
|
)
|
Income tax expense
|
|
|
1.7
|
|
(Loss) from disposal of discontinued businesses, net of tax
|
|
$
|
(2.1
|
)
|
|
|
|
|
Net (loss) from discontinued operations
|
|
$
|
(2.1
|
)
|
|
|
|
|
|
|
|
EMEA and Pacific Rim Businesses
|
|
Three Months Ended September 30, 2020
|
|
|
|
(Loss) from disposal of discontinued businesses, before income tax
|
|
$
|
(0.2
|
)
|
Income tax (benefit)
|
|
|
-
|
|
(Loss) from disposal of discontinued business, net of tax
|
|
$
|
(0.2
|
)
|
|
|
|
|
Net (loss) from discontinued operations
|
|
$
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA and Pacific Rim Businesses
|
|
|
European Resilient Flooring
|
|
|
Total
|
|
Nine Months Ended September 30, 2020
|
|
|
|
|
|
|
|
|
|
(Loss) gain from disposal of discontinued businesses, before income tax
|
|
$
|
(5.2
|
)
|
|
$
|
0.8
|
|
|
$
|
(4.4
|
)
|
Income tax (benefit)
|
|
|
(1.4
|
)
|
|
|
-
|
|
|
|
(1.4
|
)
|
(Loss) gain from disposal of discontinued businesses, net of tax
|
|
$
|
(3.8
|
)
|
|
$
|
0.8
|
|
|
$
|
(3.0
|
)
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings from discontinued operations
|
|
$
|
(3.8
|
)
|
|
$
|
0.8
|
|
|
$
|
(3.0
|
)
|
NOTE 6. ACCOUNTS AND NOTES RECEIVABLE
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
|
December 31, 2020
|
|
Customer receivables
|
|
$
|
101.4
|
|
|
$
|
77.9
|
|
Miscellaneous receivables
|
|
|
5.7
|
|
|
|
4.0
|
|
Less allowance for warranties, discounts and losses
|
|
|
(4.2
|
)
|
|
|
(3.6
|
)
|
Accounts and notes receivable, net
|
|
$
|
102.9
|
|
|
$
|
78.3
|
|
We sell our products to select, pre-approved customers whose businesses are affected by changes in economic and market conditions. We consider these factors and the financial condition of each customer when establishing our allowance for losses from doubtful accounts. As of September 30, 2021, miscellaneous receivables included a $4.5 million Employee Retention Credit (“ERC”), representing a refundable payroll tax credit for eligible wages paid to our employees in 2020 under the Coronavirus Aid, Relief, and Economic Recovery Act. Based on our evaluation we recognized the ERC benefit during the third quarter of 2021, primarily as an offset to payroll tax expenses within cost of goods sold and selling, general, and administrative (“SG&A”) expenses in our Condensed Consolidated Statements of Operations and Comprehensive Income.
NOTE 7. INVENTORIES
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
|
December 31, 2020
|
|
Finished goods
|
|
$
|
49.8
|
|
|
$
|
44.6
|
|
Goods in process
|
|
|
6.4
|
|
|
|
5.5
|
|
Raw materials and supplies
|
|
|
46.2
|
|
|
|
42.3
|
|
Less LIFO reserves
|
|
|
(12.8
|
)
|
|
|
(10.9
|
)
|
Total inventories, net
|
|
$
|
89.6
|
|
|
$
|
81.5
|
|
15
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
NOTE 8. OTHER CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
|
December 31, 2020
|
|
Prepaid expenses
|
|
$
|
14.9
|
|
|
$
|
12.0
|
|
Assets held for sale
|
|
|
4.6
|
|
|
|
-
|
|
Other
|
|
|
1.3
|
|
|
|
0.8
|
|
Total other current assets
|
|
$
|
20.8
|
|
|
$
|
12.8
|
|
As of September 30, 2021, assets held for sale included the property, plant and equipment of our idled mineral fiber plant in St. Helens, Oregon. We entered into a sale agreement for the property during the first quarter of 2021, with closing expected in the fourth quarter of 2021.
NOTE 9. EQUITY INVESTMENT
Investment in joint venture reflects our 50% equity interest in WAVE. The WAVE joint venture is reflected within the Mineral Fiber segment in our condensed consolidated financial statements using the equity method of accounting. Condensed financial statement data for WAVE is summarized below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Net sales
|
|
$
|
114.2
|
|
|
$
|
86.3
|
|
|
$
|
321.5
|
|
|
$
|
257.0
|
|
Gross profit
|
|
|
64.5
|
|
|
|
49.4
|
|
|
|
188.0
|
|
|
|
145.7
|
|
Net earnings
|
|
|
49.1
|
|
|
|
33.4
|
|
|
|
143.2
|
|
|
|
103.3
|
|
NOTE 10. GOODWILL AND INTANGIBLE ASSETS
The following table details amounts related to our goodwill and intangible assets as of September 30, 2021 and December 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
|
December 31, 2020
|
|
|
|
Estimated
Useful Life
|
|
Gross
Carrying
Amount
|
|
|
Accumulated Amortization
|
|
|
Gross
Carrying
Amount
|
|
|
Accumulated Amortization
|
|
Amortizing intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
1-20 years
|
|
$
|
200.3
|
|
|
$
|
143.5
|
|
|
$
|
200.6
|
|
|
$
|
128.9
|
|
Developed technology
|
|
13-19 years
|
|
|
92.7
|
|
|
|
82.4
|
|
|
|
92.1
|
|
|
|
77.9
|
|
Software
|
|
7 years
|
|
|
9.1
|
|
|
|
1.0
|
|
|
|
9.1
|
|
|
|
-
|
|
Trademarks and brand names
|
|
5-10 years
|
|
|
4.0
|
|
|
|
1.8
|
|
|
|
4.0
|
|
|
|
1.3
|
|
Non-compete agreements
|
|
3-5 years
|
|
|
5.6
|
|
|
|
1.2
|
|
|
|
6.3
|
|
|
|
0.4
|
|
Other
|
|
Various
|
|
|
0.4
|
|
|
|
0.1
|
|
|
|
6.9
|
|
|
|
0.2
|
|
Total
|
|
|
|
$
|
312.1
|
|
|
$
|
230.0
|
|
|
$
|
319.0
|
|
|
$
|
208.7
|
|
Non-amortizing intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks and brand names
|
|
Indefinite
|
|
|
344.9
|
|
|
|
|
|
|
347.2
|
|
|
|
|
Total intangible assets
|
|
|
|
$
|
657.0
|
|
|
|
|
|
$
|
666.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
Indefinite
|
|
$
|
166.6
|
|
|
|
|
|
$
|
160.7
|
|
|
|
|
The increase in goodwill since December 31, 2020 resulted primarily from customary adjustments to valuations for Arktura assets acquired and liabilities assumed on December 16, 2020 and foreign exchange movements.
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
Amortization expense
|
|
$
|
28.0
|
|
|
$
|
15.4
|
|
16
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
NOTE 11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
|
December 31, 2020
|
|
Payables, trade and other
|
|
$
|
94.3
|
|
|
$
|
81.3
|
|
Employment costs
|
|
|
26.4
|
|
|
|
17.6
|
|
Current portion of pension and postretirement liabilities
|
|
|
9.6
|
|
|
|
9.5
|
|
Payable to Knauf for purchase price adjustments
|
|
|
-
|
|
|
|
11.4
|
|
Acquisition-related contingent consideration
|
|
|
5.3
|
|
|
|
-
|
|
Other
|
|
|
21.2
|
|
|
|
16.7
|
|
Total accounts payable and accrued expenses
|
|
$
|
156.8
|
|
|
$
|
136.5
|
|
NOTE 12. INCOME TAX EXPENSE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Earnings (loss) from continuing operations before income taxes
|
|
$
|
67.4
|
|
|
$
|
69.4
|
|
|
$
|
191.4
|
|
|
$
|
(169.8
|
)
|
Income tax expense (benefit)
|
|
|
16.6
|
|
|
|
15.2
|
|
|
|
48.0
|
|
|
|
(50.9
|
)
|
Effective tax rate
|
|
|
24.6
|
%
|
|
|
21.9
|
%
|
|
|
25.1
|
%
|
|
|
30.0
|
%
|
The effective tax rate for the third quarter of 2021 was higher compared to the same period in 2020, due primarily to the absence of a benefit related to the sale of our idled Mineral Fiber plant in China recognized in 2020. Excluding the impact of a pension settlement loss and the gain on sale of our idled Mineral Fiber plant in China recorded in the first nine months of 2020, the effective tax rate for the first nine months of 2021 was higher compared to the same period in 2020 due to state law changes enacted in 2021 and a reduction in favorable permanent adjustments.
It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. However, an estimate of the range of reasonably possible outcomes cannot be reliably made at this time. Changes to unrecognized tax benefits could result from the completion of ongoing examinations, the expiration of statutes of limitations or other unforeseen circumstances.
NOTE 13. DEBT
As of September 30, 2021 and December 31, 2020, our long-term debt included borrowings outstanding under our $1,000.0 million variable rate senior credit facility, which is composed of a $500.0 million revolving credit facility (with a $150.0 million sublimit for letters of credit) and a $500.0 million Term Loan A. As of September 30, 2021 and December 31, 2020, borrowings outstanding under our revolving credit facility were $155.0 million and $225.0 million, respectively. As of September 30, 2021 and December 31, 2020, borrowings outstanding under our Term Loan A were $475.0 million and $493.7 million, respectively. Additionally, we have a $25.0 million letter of credit facility, also known as our bi-lateral facility.
We utilize lines of credit and other commercial commitments to ensure that adequate funds are available to meet operating requirements. Letters of credit are currently arranged through our revolving credit facility and our bi-lateral facility. Letters of credit may be issued to third party suppliers, insurance and financial institutions and typically can only be drawn upon in the event of AWI’s failure to pay its obligations to the beneficiary. The following table presents details related to our letters of credit facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
Financing Arrangements
|
|
Limit
|
|
|
Used
|
|
|
Available
|
|
Bi-lateral facility
|
|
$
|
25.0
|
|
|
$
|
8.4
|
|
|
$
|
16.6
|
|
Revolving credit facility
|
|
|
150.0
|
|
|
|
-
|
|
|
|
150.0
|
|
Total
|
|
$
|
175.0
|
|
|
$
|
8.4
|
|
|
$
|
166.6
|
|
17
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
NOTE 14. PENSIONS AND OTHER BENEFIT PROGRAMS
Following are the components of net periodic benefit costs (credits):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
U.S. defined benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost of benefits earned during the period
|
|
$
|
1.2
|
|
|
$
|
1.4
|
|
|
$
|
3.6
|
|
|
$
|
4.2
|
|
Interest cost on projected benefit obligation
|
|
|
2.2
|
|
|
|
2.8
|
|
|
|
6.7
|
|
|
|
12.7
|
|
Expected return on plan assets
|
|
|
(4.1
|
)
|
|
|
(6.6
|
)
|
|
|
(12.4
|
)
|
|
|
(28.0
|
)
|
Amortization of net actuarial loss
|
|
|
0.9
|
|
|
|
0.8
|
|
|
|
2.7
|
|
|
|
5.5
|
|
Settlement
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
374.4
|
|
Special termination benefits
|
|
|
-
|
|
|
|
2.0
|
|
|
|
-
|
|
|
|
2.0
|
|
Net periodic pension cost
|
|
$
|
0.2
|
|
|
$
|
0.4
|
|
|
$
|
0.6
|
|
|
$
|
370.8
|
|
Retiree health and life insurance benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest cost on projected benefit obligation
|
|
|
0.3
|
|
|
|
0.4
|
|
|
|
0.9
|
|
|
|
1.4
|
|
Amortization of prior service credit
|
|
|
(0.1
|
)
|
|
|
(0.1
|
)
|
|
|
(0.2
|
)
|
|
|
(0.2
|
)
|
Amortization of net actuarial gain
|
|
|
(0.6
|
)
|
|
|
(1.7
|
)
|
|
|
(1.7
|
)
|
|
|
(5.0
|
)
|
Net periodic postretirement (credit)
|
|
$
|
(0.4
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(3.8
|
)
|
We also have an unfunded defined benefit pension plan in Germany, which was not acquired by Knauf in connection with the Sale. This plan is reported as a component of our Unallocated Corporate segment. Net periodic pension cost for this plan was immaterial for the three and nine months ended September 30, 2021 and 2020.
The service cost component of net benefit cost has been presented in the Condensed Consolidated Statements of Operations and Comprehensive Income within cost of goods sold and SG&A expenses for all periods presented, which are the same line items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are presented in the Condensed Consolidated Statements of Operations and Comprehensive Income separately from the service cost component within other non-operating income (expense), net.
In the first quarter of 2020, we entered into agreements with Athene Annuity and Life Company (“AAIA”) and Athene Annuity & Life Assurance Company of New York (“AANY”) to transfer certain benefit obligations and assets of our U.S. Retirement Income Plan (“RIP”) to AAIA and AANY. As a result of the transaction, we recorded a $374.4 million settlement loss in the first quarter of 2020, which was reflected as a component of other non-operating income (expense), net.
During the third quarter of 2020, we offered an early retirement incentive benefit to employees at one of our manufacturing plants who met certain age and years of service criteria. The consideration period for eligible employees ended on September 30, 2020. Based on eligible employee elections to participate, we recorded a charge of $2.0 million within other non-operating expense, which increased the projected benefit obligation of the RIP. The enhanced retirement benefits did not result in a curtailment.
NOTE 15. FINANCIAL INSTRUMENTS AND CONTINGENT CONSIDERATION
We do not hold or issue financial instruments for trading purposes. The estimated fair values of our financial instruments and contingent consideration are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
|
December 31, 2020
|
|
|
|
Carrying
amount
|
|
|
Estimated
fair value
|
|
|
Carrying
amount
|
|
|
Estimated
fair value
|
|
(Liabilities), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt, including current portion
|
|
$
|
(627.4
|
)
|
|
$
|
(623.6
|
)
|
|
$
|
(715.5
|
)
|
|
$
|
(715.5
|
)
|
Interest rate swap contracts
|
|
|
(20.3
|
)
|
|
|
(20.3
|
)
|
|
|
(28.9
|
)
|
|
|
(28.9
|
)
|
Acquisition-related contingent consideration
|
|
|
(7.1
|
)
|
|
|
(7.1
|
)
|
|
|
(16.9
|
)
|
|
|
(16.9
|
)
|
The carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued expenses approximate fair value because of the short-term maturity of these instruments. The fair value estimates of long-term debt are based on quotes from a major financial institution of recently observed trading levels of our Term Loan A debt. The fair value estimates for interest rate swap contracts are estimated by obtaining quotes from major financial institutions with verification by internal valuation models. We
18
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
engage independent, third-party valuation specialists to determine the fair value estimates for contingent consideration, which are based on a Monte Carlo simulation.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Three levels of inputs may be used to measure fair value:
Level 1 — Quoted prices in active markets for identical assets or liabilities;
Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; or
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The fair value measurement of liabilities measured at fair value on a recurring basis and reported on the Condensed Consolidated Balance Sheets is summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
|
December 31, 2020
|
|
|
|
Fair value based on
|
|
|
Fair value based on
|
|
|
|
Other
observable
inputs
|
|
|
Other
unobservable
inputs
|
|
|
Other
observable
inputs
|
|
|
Other
unobservable
inputs
|
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Level 2
|
|
|
Level 3
|
|
(Liabilities), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap contracts
|
|
$
|
(20.3
|
)
|
|
$
|
-
|
|
|
$
|
(28.9
|
)
|
|
$
|
-
|
|
Acquisition-related contingent consideration
|
|
|
-
|
|
|
|
(7.1
|
)
|
|
|
-
|
|
|
|
(16.9
|
)
|
The contingent consideration liability represents the estimated fair value of additional cash consideration payable related to the Moz and Turf acquisitions upon the achievement of certain financial and performance milestones. The contingent consideration is measured on a recurring basis and significant unobservable inputs used in the fair value measurement of the contingent consideration liability include the financial projections over the earn-out period, the volatility of the underlying financial metrics and estimated discount rates. All changes in the contingent consideration liability subsequent to the initial acquisition-date measurements were recorded as a component of operating income on our Condensed Consolidated Statements of Operations and Comprehensive Income.
The following table summarizes the weighted average of the significant unobservable inputs as of September 30, 2021:
|
|
|
|
|
|
|
|
|
|
|
Moz
|
|
|
Turf
|
|
Unobservable input
|
|
|
|
|
|
|
Volatility
|
|
|
19.0
|
%
|
|
|
17.8
|
%
|
Discount rates
|
|
|
2.6
|
%
|
|
|
2.6
|
%
|
Unobservable inputs were weighted based on the relative fair value of the components of contingent consideration. See Note 4 for further information.
The changes in fair value of the acquisition-related contingent consideration liability for the three months ended March 31, 2021, June 30, 2021 and September 30, 2021 were as follows:
|
|
|
|
|
|
|
Fair Value of Contingent Consideration
|
|
Balance as of December 31, 2020
|
|
$
|
16.9
|
|
Change in fair value of contingent consideration
|
|
|
0.2
|
|
Balance as of March 31, 2021
|
|
$
|
17.1
|
|
Change in fair value of contingent consideration
|
|
|
(9.7
|
)
|
Balance as of June 30, 2021
|
|
$
|
7.4
|
|
Change in fair value of contingent consideration
|
|
|
(0.3
|
)
|
Balance as of September 30, 2021
|
|
$
|
7.1
|
|
19
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
During the three and nine months ended September 30, 2021, we recorded $0.3 million and $9.8 million of income from the change in fair value of acquisition-related contingent consideration. These changes in fair value were primarily due to changes in the Turf and Moz financial projections over each entity’s respective earn-out period.
NOTE 16. DERIVATIVE FINANCIAL INSTRUMENTS
We are exposed to market risk from changes in foreign exchange rates, interest rates and commodity prices that could impact our results of operations, cash flows and financial condition. We use swaps to hedge interest rate exposures. At inception, interest rate swap derivatives that we designate as hedging instruments are formally documented as a hedge of a forecasted transaction or cash flow hedge. We also formally assess, both at inception and at least quarterly thereafter, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged item. If it is determined that a derivative ceases to be a highly effective hedge, or if the anticipated transaction is no longer probable of occurring, we discontinue hedge accounting and any future mark-to-market adjustments are recognized in earnings. We use derivative financial instruments as risk management tools and not for speculative trading purposes.
Counterparty Risk
We only enter into derivative transactions with established financial institution counterparties having an investment-grade credit rating. We monitor counterparty credit default swap levels and credit ratings on a regular basis. All of our derivative transactions with counterparties are governed by master International Swap and Derivatives Association agreements (“ISDAs”) with netting arrangements. These agreements can limit our exposure in situations where we have gain and loss positions outstanding with a single counterparty. We do not post nor do we receive cash collateral with any counterparty for our derivative transactions. These ISDAs do not have any credit contingent features; however, a default under our bank credit facility would trigger a default under these agreements. Exposure to individual counterparties is controlled and we consider the risk of counterparty default to be negligible.
Interest Rate Risk
We utilize interest rate swaps to minimize the fluctuations in earnings caused by interest rate volatility. These swaps are designated as cash flow hedges against changes in the London Interbank Offered Rate (“LIBOR”) for a portion of our variable rate debt. The following table summarizes our interest rate swaps as of September 30, 2021:
|
|
|
|
|
|
|
|
|
Trade Date
|
|
Notional
Amount
|
|
|
Coverage Period
|
|
Risk Coverage
|
November 28, 2018
|
|
$
|
200.0
|
|
|
November 2018 to November 2023
|
|
USD-LIBOR
|
November 28, 2018
|
|
$
|
100.0
|
|
|
March 2021 to March 2025
|
|
USD-LIBOR
|
March 6, 2020
|
|
$
|
50.0
|
|
|
March 2020 to March 2022
|
|
USD-LIBOR
|
March 10, 2020
|
|
$
|
50.0
|
|
|
March 2021 to March 2024
|
|
USD-LIBOR
|
March 11, 2020
|
|
$
|
50.0
|
|
|
March 2021 to March 2024
|
|
USD-LIBOR
|
Under the terms of our interest rate swaps above, we pay a fixed rate monthly and receive 1-month LIBOR, inclusive of a 0% floor.
Financial Statement Impacts
The following tables detail amounts related to our derivatives as of September 30, 2021 and December 31, 2020. We did not have any derivative assets or liabilities not designated as hedging instruments as of September 30, 2021 or December 31, 2020. The derivative liability amounts below are shown gross and have not been netted.
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Liabilities
|
|
|
|
|
|
Fair Value
|
|
|
|
Balance Sheet
Location
|
|
September 30,
2021
|
|
|
December 31,
2020
|
|
Interest rate swap contracts
|
|
Accounts payable and accrued expenses
|
|
$
|
0.1
|
|
|
$
|
0.5
|
|
Interest rate swap contracts
|
|
Other long-term liabilities
|
|
|
20.2
|
|
|
|
28.4
|
|
20
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain (Loss)
Recognized in AOCI
|
|
|
Location of Gain (Loss)
Reclassified from
AOCI into Net Earnings (Loss)
|
|
Gain Reclassified
from AOCI into Net Earnings (Loss)
|
|
|
|
Nine Months Ended
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap contracts
|
|
$
|
14.1
|
|
|
$
|
(12.9
|
)
|
|
Interest expense
|
|
$
|
2.2
|
|
|
$
|
1.9
|
|
|
$
|
6.3
|
|
|
$
|
3.7
|
|
As of September 30, 2021, the amount of existing losses in AOCI expected to be recognized in earnings over the next twelve months was $8.5 million.
NOTE 17. OTHER LONG-TERM LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
|
December 31, 2020
|
|
Fair value of derivative liabilities
|
|
$
|
20.2
|
|
|
$
|
28.4
|
|
Acquisition-related contingent consideration
|
|
|
1.8
|
|
|
|
16.9
|
|
Long-term deferred compensation arrangements
|
|
|
18.8
|
|
|
|
14.8
|
|
Environmental insurance recoveries received in excess of cumulative expenses incurred
|
|
|
4.5
|
|
|
|
5.0
|
|
Other
|
|
|
9.9
|
|
|
|
11.4
|
|
Total other long-term liabilities
|
|
$
|
55.2
|
|
|
$
|
76.5
|
|
NOTE 18. SHAREHOLDERS’ EQUITY
Common Stock Repurchase Plan
Since July 29, 2016, our Board of Directors has approved our share repurchase program pursuant to which we are currently authorized to repurchase up to $1,200.0 million of our outstanding shares of common stock through December 31, 2023 (the “Program”). We currently have $543.8 million remaining under the Board’s repurchase authorization as of September 30, 2021.
Repurchases under the Program may be made through open market, block and privately negotiated transactions, including Rule 10b5-1 plans, at such times and in such amounts as management deems appropriate, subject to market and business conditions, regulatory requirements and other factors. The Program does not obligate AWI to repurchase any particular amount of common stock and may be suspended or discontinued at any time without notice.
During the three months ended September 30, 2021, we repurchased 0.2 million shares under the Program for a total cost of $20.0 million, excluding commissions, or an average price of $106.99 per share. During the nine months ended September 30, 2021, we repurchased 0.5 million shares under the Program for a total cost of $50.0 million, excluding commissions, or an average price of $98.61 per share. Since inception, through September 30, 2021, we have repurchased 10.2 million shares under the Program for a total cost of $656.2 million, excluding commissions, or an average price of $64.15 per share.
21
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
Dividends
In February, April and July 2021, our Board of Directors declared $0.21 per share quarterly dividends, which were paid to shareholders in March, May and August 2021. On October 20, 2021, our Board of Directors declared a $0.231 per share quarterly dividend to be paid in November 2021.
Accumulated Other Comprehensive (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency
Translation Adjustments
|
|
|
Derivative
(Loss) (1)
|
|
|
Pension and Postretirement Adjustments (1)
|
|
|
Total
Accumulated
Other
Comprehensive
(Loss) (1)
|
|
Balance, June 30, 2021
|
|
$
|
3.4
|
|
|
$
|
(14.1
|
)
|
|
$
|
(92.2
|
)
|
|
$
|
(102.9
|
)
|
Other comprehensive (loss) income before reclassifications,
net of tax (expense) of $ -, $(0.9), $ - and $(0.9)
|
|
|
(0.8
|
)
|
|
|
2.5
|
|
|
|
(0.1
|
)
|
|
|
1.6
|
|
Amounts reclassified from accumulated other
comprehensive (loss)
|
|
|
-
|
|
|
|
(1.7
|
)
|
|
|
0.2
|
|
|
|
(1.5
|
)
|
Net current period other comprehensive (loss) income
|
|
|
(0.8
|
)
|
|
|
0.8
|
|
|
|
0.1
|
|
|
|
0.1
|
|
Balance, September 30, 2021
|
|
$
|
2.6
|
|
|
$
|
(13.3
|
)
|
|
$
|
(92.1
|
)
|
|
$
|
(102.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency
Translation Adjustments
|
|
|
Derivative
(Loss) (1)
|
|
|
Pension and Postretirement Adjustments (1)
|
|
|
Total
Accumulated
Other
Comprehensive
(Loss) (1)
|
|
Balance, December 31, 2020
|
|
$
|
2.3
|
|
|
$
|
(19.0
|
)
|
|
$
|
(92.6
|
)
|
|
$
|
(109.3
|
)
|
Other comprehensive income (loss) before reclassifications,
net of tax (expense) of $ -, $(3.5), $ - and $(3.5)
|
|
|
0.3
|
|
|
|
10.6
|
|
|
|
(0.1
|
)
|
|
|
10.8
|
|
Amounts reclassified from accumulated other
comprehensive (loss)
|
|
|
-
|
|
|
|
(4.9
|
)
|
|
|
0.6
|
|
|
|
(4.3
|
)
|
Net current period other comprehensive income
|
|
|
0.3
|
|
|
|
5.7
|
|
|
|
0.5
|
|
|
|
6.5
|
|
Balance, September 30, 2021
|
|
$
|
2.6
|
|
|
$
|
(13.3
|
)
|
|
$
|
(92.1
|
)
|
|
$
|
(102.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency
Translation Adjustments
|
|
|
Derivative
(Loss) (1)
|
|
|
Pension and Postretirement Adjustments (1)
|
|
|
Total
Accumulated
Other
Comprehensive
(Loss) (1)
|
|
Balance, June 30, 2020
|
|
$
|
7.4
|
|
|
$
|
(22.3
|
)
|
|
$
|
(89.4
|
)
|
|
$
|
(104.3
|
)
|
Other comprehensive (loss) income before reclassifications,
net of tax (expense) of $ -, ($0.9), ($0.2) and ($1.1)
|
|
|
(6.2
|
)
|
|
|
3.0
|
|
|
|
(0.1
|
)
|
|
|
(3.3
|
)
|
Amounts reclassified from accumulated other
comprehensive (loss)
|
|
|
-
|
|
|
|
(1.5
|
)
|
|
|
(0.7
|
)
|
|
|
(2.2
|
)
|
Net current period other comprehensive (loss) income
|
|
|
(6.2
|
)
|
|
|
1.5
|
|
|
|
(0.8
|
)
|
|
|
(5.5
|
)
|
Balance, September 30, 2020
|
|
$
|
1.2
|
|
|
$
|
(20.8
|
)
|
|
$
|
(90.2
|
)
|
|
$
|
(109.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency
Translation Adjustments
|
|
|
Derivative
(Loss) (1)
|
|
|
Pension and Postretirement Adjustments (1)
|
|
|
Total
Accumulated
Other
Comprehensive
(Loss) (1)
|
|
Balance, December 31, 2019
|
|
$
|
9.4
|
|
|
$
|
(8.5
|
)
|
|
$
|
(377.0
|
)
|
|
$
|
(376.1
|
)
|
Other comprehensive (loss) income before reclassifications,
net of tax benefit (expense) of $ -, $3.5, ($3.1) and $0.4
|
|
|
(8.2
|
)
|
|
|
(9.4
|
)
|
|
|
8.5
|
|
|
|
(9.1
|
)
|
Amounts reclassified from accumulated other
comprehensive (loss)
|
|
|
-
|
|
|
|
(2.9
|
)
|
|
|
278.3
|
|
|
|
275.4
|
|
Net current period other comprehensive (loss) income
|
|
|
(8.2
|
)
|
|
|
(12.3
|
)
|
|
|
286.8
|
|
|
|
266.3
|
|
Balance, September 30, 2020
|
|
$
|
1.2
|
|
|
$
|
(20.8
|
)
|
|
$
|
(90.2
|
)
|
|
$
|
(109.8
|
)
|
(1)
Amounts are net of tax
22
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts
Reclassified from
Accumulated Other
Comprehensive
(Loss)
|
|
|
Affected Line Item in the
Condensed Consolidated
Statements of Operations
and Comprehensive
Income
|
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
|
Derivative Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap contracts, before tax
|
|
$
|
(2.2
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
(6.3
|
)
|
|
$
|
(3.7
|
)
|
|
Interest expense
|
Tax impact
|
|
|
0.5
|
|
|
|
0.4
|
|
|
|
1.4
|
|
|
|
0.8
|
|
|
Income tax expense
|
Total (income), net of tax
|
|
|
(1.7
|
)
|
|
|
(1.5
|
)
|
|
|
(4.9
|
)
|
|
|
(2.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension and Postretirement Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service credit amortization
|
|
|
(0.1
|
)
|
|
|
(0.1
|
)
|
|
|
(0.2
|
)
|
|
|
(0.2
|
)
|
|
Other non-operating (income) expense, net
|
Amortization of net actuarial loss (gain)
|
|
|
0.3
|
|
|
|
(0.9
|
)
|
|
|
1.0
|
|
|
|
0.5
|
|
|
Other non-operating (income) expense, net
|
Settlement
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
374.4
|
|
|
Other non-operating (income) expense, net
|
Total loss (income), before tax
|
|
|
0.2
|
|
|
|
(1.0
|
)
|
|
|
0.8
|
|
|
|
374.7
|
|
|
|
Tax impact
|
|
|
-
|
|
|
|
0.3
|
|
|
|
(0.2
|
)
|
|
|
(96.4
|
)
|
|
Income tax expense
|
Total loss (income), net of tax
|
|
|
0.2
|
|
|
|
(0.7
|
)
|
|
|
0.6
|
|
|
|
278.3
|
|
|
|
Total reclassifications for the period
|
|
$
|
(1.5
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
275.4
|
|
|
|
NOTE 19. LITIGATION AND RELATED MATTERS
ENVIRONMENTAL MATTERS
Environmental Compliance
Our manufacturing and research facilities are affected by various federal, state and local requirements relating to the discharge of materials and the protection of the environment. We make expenditures necessary for compliance with applicable environmental requirements at each of our operating facilities. While these expenditures are not typically material, the applicable regulatory requirements continually change and, as a result, we cannot predict with certainty the amount, nature or timing of future expenditures associated with environmental compliance.
Environmental Sites
Summary
We are actively involved in the investigation and remediation of existing or potential environmental contamination under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and state Superfund and similar environmental laws at two domestically owned locations allegedly resulting from past industrial activity.
In each location, we are one of multiple potentially responsible parties and have agreed to jointly fund the required investigation and remediation, while preserving our defenses to the liability. We may also have rights of contribution or reimbursement from other parties or coverage under applicable insurance policies. We are currently pursuing coverage and recoveries under those policies with respect to certain of the sites, including the Macon, GA site and the Elizabeth City, NC site, each of which is summarized below. These efforts have included two active and independent litigation matters against legacy primary and excess policy insurance carriers for recovery of fees and costs incurred by us in connection with our investigation and remediation activities for such sites. Other than disclosed below, we are unable to predict the outcome of these matters or the timing of any recoveries, whether through settlement or
23
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
otherwise. We are also unable to predict the extent to which any recoveries might cover our final share of investigation and remediation costs for these sites. Our final share of investigation and remediation costs may exceed any such recoveries, and such amounts net of insurance recoveries may be material.
Between 2017 and 2020, we entered settlement agreements totaling $52.5 million with certain legacy insurance carriers to resolve ongoing litigation and recover fees and costs previously incurred by us in connection with certain environmental sites. These settlements were recorded as a $9.2 million reduction to cost of goods sold and a $38.3 million reduction to SG&A expenses reflecting the same income statement categories where environmental expenditures were historically recorded. In 2020, cumulative insurance recoveries exceeded cumulative expenses to date related to the respective environmental sites and the excess $5.0 million was recorded within our long-term liabilities as of December 31, 2020. The excess recoveries will be released to offset any future expenses incurred on the respective environmental sites. In the first nine months of 2021, we did not enter into any new settlement agreements and the balance of insurance recoveries in excess of cumulative expenses as of September 30, 2021 was $4.5 million. We anticipate that we may enter into additional settlement agreements in the future, which may or may not be material, with other legacy insurers to obtain reimbursement or contribution for environmental site expenses.
Estimates of our future liability at the environmental sites are based on evaluations of currently available facts regarding each individual site. We consider factors such as our activities associated with the site, existing technology, presently enacted laws and regulations and prior company experience in remediating contaminated sites. Although current law imposes joint and several liability on all parties at Superfund sites, our contribution to the remediation of these sites is expected to be limited by the number of other companies potentially liable for site remediation. As a result, our estimated liability reflects only our expected share. In determining the probability of contribution, we consider the solvency of other parties, the site activities of other parties, whether liability is being disputed, the terms of any existing agreements and experience with similar matters, and the effect of our October 2006 Chapter 11 reorganization upon the validity of the claim, if any.
Specific Material Events
Macon, GA
The U.S. Environmental Protection Agency (the “EPA”) has listed two landfills located on a portion of our facility in Macon, GA, along with the former Macon Naval Ordnance Plant landfill adjacent to our property, portions of Rocky Creek, and certain tributaries leading to Rocky Creek (collectively, the “Macon Site”) as a Superfund site on the National Priorities List due to the presence of contaminants, most notably polychlorinated biphenyls (“PCBs”).
In September 2010, we entered into an Administrative Order on Consent for a Removal Action (the “Removal Action”) with the EPA to investigate PCB contamination in one of the landfills on our property, the Wastewater Treatment Plant Landfill (the “WWTP Landfill,” also known as “Operable Unit 1”). After completing an investigation of the WWTP Landfill and submitting our final Engineering Evaluation/Cost Analysis, the EPA issued an Action Memorandum in July 2013 selecting our recommended remedy for the Removal Action. The Operable Unit 1 response action for the WWTP Landfill is complete and the final report was submitted to the EPA on October 11, 2016. The EPA approved the final report on November 28, 2016, and a Post-Removal Control Plan (the “Plan”) was submitted to the EPA on March 28, 2017. That Plan required us to monitor the effectiveness of the WWTP Landfill response action over a five-year period.
It is probable that we will incur field investigation, engineering and oversight costs associated with a Remedial Investigation and Feasibility Study (“RI/FS”) with respect to the remainder of the Superfund site, which includes the other landfill on our property, as well as areas on and adjacent to our property and Rocky Creek (the “Remaining Site,” also known as “Operable Unit 2”). On September 25, 2015, AWI and other Potential Responsible Parties (“PRPs”) received a Special Notice Letter from the EPA under CERCLA inviting AWI and the PRPs to enter into the negotiation of an agreement to conduct an RI/FS of Operable Unit 2. We and the other PRPs entered into a settlement agreement with the EPA effective September 18, 2018, in response to the Special Notice Letter to conduct the RI/FS. The PRPs submitted a complete RI/FS work plan in the second quarter of 2019, which the EPA approved on September 11, 2019. Investigative work on this portion of the site commenced in December 2019. In June 2021, the PRPs submitted the Site Characterization Summary Report (SCSR) for Operable Unit 2 to the EPA. The purpose of the SCSR is to demonstrate that the available data for Operable Unit 2 is adequate for the baseline risk assessment and for the development of remedial action objectives. We anticipate that the EPA may require additional investigative work for Operable Unit 2. We may ultimately incur costs in remediating any contamination discovered during the RI/FS. The current estimate of future liability at this site includes only our estimated share of the costs of the investigative work that the EPA is requiring the PRPs to perform at this time. We are unable to reasonably estimate our final share of the total costs associated with the investigation work or any resulting remediation therefrom, although such amounts may be material to any one quarter's or year's results of operations in the future. We do
24
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
not expect the total future costs to have a material adverse effect on our liquidity or financial condition as the cash payments may be made over many years.
Elizabeth City, NC
This site is a former cabinet manufacturing facility that was operated by Triangle Pacific Corporation, now known as Armstrong Wood Products, Inc. (“Triangle Pacific” or “AWP”), from 1977 until 1996. The site was formerly owned by the U.S. Navy (“Navy”) and Westinghouse, now CBS Corporation (“CBS”). We assumed ownership of the site when we acquired the stock of Triangle Pacific in 1998. Prior to our acquisition, the North Carolina Department of Environment and Natural Resources listed the site as a hazardous waste site. In 1997, Triangle Pacific entered into a cost sharing agreement with Westinghouse whereby the parties agreed to share equally in costs associated with investigation and potential remediation. In 2000, Triangle Pacific and CBS entered into an Administrative Order on Consent to conduct an RI/FS with the EPA for the site. In 2007, we and CBS entered into an agreement with the Navy whereby the Navy agreed to pay one third of defined past and future investigative costs up to a certain amount, which has now been exhausted. The EPA approved the RI/FS work plan in August 2011. In January 2014, we submitted the draft Remedial Investigation and Risk Assessment reports and conducted supplemental investigative work based upon agency comments to those reports. In connection with the separation of Armstrong Flooring, Inc. in 2016, we agreed to retain any legacy environmental liabilities associated with the AWP site. The EPA published an Interim Action Proposed Plan for the site in April 2018 seeking public comment through June 7, 2018. The EPA evaluated comments, including ours, and has published its Interim Record Of Decision selecting an interim cleanup approach. On September 25, 2018, AWI and CBS received a Special Notice Letter from the EPA under CERCLA inviting AWI and CBS to enter into the negotiation of a settlement agreement to conduct or finance the response action at the site. During the third quarter of 2018, we increased our reserve for the cost of the interim cleanup, which we expect to be shared with CBS and the Navy. In response to the September 2018 Special Notice Letter, we and CBS submitted a good faith offer to the EPA on May 28, 2019. In June 2021, we entered into a negotiated Partial Consent Decree and Site Participation Agreement with the EPA and the PRPs for the remedial design and remedial action to be completed by the parties at the site. The current estimate of future liability at this site includes only our estimated share of the costs of the interim remedial action that, at this time, we anticipate the EPA will require the PRPs to perform. We are unable to reasonably estimate our final share of the total costs associated with the final remediation or any resulting remediation therefrom, although such amounts may be material to any one quarter’s or year’s results of operations in the future. We do not expect the total future costs to have a material adverse effect on our liquidity or financial condition as the cash payments may be made over many years.
Summary of Financial Position
Total liabilities of $1.0 million and $1.2 million as of September 30, 2021 and December 31, 2020, respectively, were recorded for environmental liabilities that we consider probable and for which a reasonable estimate of the probable liability could be made. As of September 30, 2021 and December 31, 2020, $0.5 million and $0.3 million, respectively, of environmental liabilities were reflected within accounts payable and accrued expenses. During the three months ended September 30, 2021, we did not record any additional reserves for environmental liabilities. During the nine months ended September 30, 2021, we recorded $0.2 million of additional reserves for potential environmental liabilities. As noted above, the expense associated with the additional reserves recorded in 2021 was offset through the release of a portion of the balance of insurance recoveries in excess of cumulative expenses. During the three and nine months ended September 30, 2020, we did not record any additional reserves for environmental liabilities. Where existing data is sufficient to estimate the liability, that estimate has been used; where only a range of probable liabilities is available and no amount within that range is more likely than any other, the lower end of the range has been used. As assessments and remediation activities progress at each site, these liabilities are reviewed to reflect new information as it becomes available and adjusted to reflect amounts actually incurred and paid. These liabilities are undiscounted.
The estimated environmental liabilities above do not take into account any claims for additional recoveries from insurance or third parties. It is our policy to record insurance recoveries as assets in the Condensed Consolidated Balance Sheets when probable. We incur costs to pursue environmental insurance recoveries, which reduce the balance of insurance recoveries in excess of cumulative expenses incurred and when exhausted, will be expensed as incurred.
Actual costs to be incurred at identified sites may vary from our estimates. Based on our knowledge of the identified sites, it is not possible to reasonably estimate future costs in excess of amounts already recognized.
OTHER CLAIMS
From time to time, we are involved in other various lawsuits, claims, investigations and other legal matters that arise in the ordinary course of business, including matters involving our products, intellectual property, relationships with suppliers, relationships with distributors, relationships with competitors, employees and other matters. In connection with those matters, we may have rights of
25
Armstrong World Industries, Inc., and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
(dollar amounts in millions, except share data)
contribution or reimbursement from other parties or coverage under applicable insurance policies. When applicable and appropriate, we will pursue coverage and recoveries under those policies, but are unable to predict the outcome of those demands. While complete assurance cannot be given to the outcome of any proceedings relating to these matters, we do not believe that any current claims, individually or in the aggregate, will have a material adverse effect on our financial condition, liquidity or results of operations.
NOTE 20. EARNINGS PER SHARE
The following table is a reconciliation of earnings (loss) to earnings (loss) attributable to common shares used in our basic and diluted Earnings (Loss) Per Share (“EPS”) calculations for the three and nine months ended September 30, 2021 and 2020. EPS components may not add due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Earnings (loss) from continuing operations
|
|
$
|
50.8
|
|
|
$
|
54.2
|
|
|
$
|
143.4
|
|
|
$
|
(118.9
|
)
|
(Earnings) allocated to participating vested share awards
|
|
|
(0.1
|
)
|
|
|
(0.1
|
)
|
|
|
(0.2
|
)
|
|
|
(0.1
|
)
|
Earnings (loss) from continuing operations attributable to common shares
|
|
$
|
50.7
|
|
|
$
|
54.1
|
|
|
$
|
143.2
|
|
|
$
|
(119.0
|
)
|
The following table is a reconciliation of basic shares outstanding to diluted shares outstanding for the three and nine months ended September 30, 2021 and 2020 (shares in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Basic shares outstanding
|
|
|
47.5
|
|
|
|
47.9
|
|
|
|
47.7
|
|
|
|
47.9
|
|
Dilutive effect of common stock equivalents
|
|
|
0.3
|
|
|
|
0.1
|
|
|
|
0.3
|
|
|
|
-
|
|
Diluted shares outstanding
|
|
|
47.8
|
|
|
|
48.0
|
|
|
|
48.0
|
|
|
|
47.9
|
|
There were no anti-dilutive stock awards excluded from the computation of diluted EPS for the three months ended September 30, 2021. Anti-dilutive stock awards excluded from the computation of diluted EPS for the nine months ended September 30, 2021, were 11,397. Due to the net loss for the nine months ended September 30, 2020, all common stock equivalents were considered anti-dilutive. Anti-dilutive stock awards excluded from the computation of diluted EPS for the three and nine months ended September 30, 2020 were 26,460 and 340,750, respectively.
26