Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 2, 2024

ARMSTRONG WORLD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


Pennsylvania	1-2116	23-0366390
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

2500 Columbia Avenue P.O. Box 3001 Lancaster, Pennsylvania		17603
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (717) 397-0611

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading
Symbol(s)

    Name of each exchange on which registered

    Common Stock, $0.01 par value per share

    AWI

    New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Section 8 – Other Events

Item 8.01. Other Events

On December 4, 2024, Armstrong World Industries, Inc. ("AWI," or the "Company") issued a press release announcing it has completed the acquisition of A. Zahner Company, LLC headquartered in Kansas City, Missouri (“Zahner”). Zahner is a widely recognized leader in the design, engineering and fabrication of highly crafted, complex exterior architectural metal solutions. A pioneer in the use of metal in architecture, Zahner is renowned for its collaborative design and metal fabrication capabilities for large and complex projects.

AWI funded the transaction with existing cash and its revolving credit facility.

A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure

On December 4, 2024 the Company posted an Acquisition Presentation to its website as a result of the aforementioned acquisition of Zahner. A copy of the Acquisition Presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, is being furnished herewith and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


No. 99.1		Press Release of Armstrong World Industries, Inc. dated December 4, 2024

No. 99.2		Acquisition Presentation of Armstrong World Industries, Inc. dated December 4, 2024

No. 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


ARMSTRONG WORLD INDUSTRIES, INC.

By:		/s/ Austin K. So
		Austin K. So
		Senior Vice President, General Counsel, Secretary and Chief Compliance Officer

Date: December 4, 2024

Exhibit 99.1

Armstrong World Industries Expands Exterior Architectural Metal Capabilities with Acquisition of A. Zahner Company

LANCASTER, Pa. (Dec. 4, 2024) — Armstrong World Industries. Inc. (NYSE: AWI), a leader in the innovation and manufacture of ceiling and wall solutions, announced today that it has acquired A. Zahner Company (Zahner). Based in Kansas City, Mo., Zahner is a widely recognized leader in the design, engineering and fabrication of highly crafted, complex exterior architectural metal solutions. Zahner's advanced metal surfaces and engineering systems are unique in the industry and have been used in some of the most iconic commercial buildings, cultural centers and other structures in North America and beyond.

“We are thrilled to welcome Zahner and its talented team to the Armstrong family. Over the last decade, Armstrong has developed and acquired world class metal design and manufacturing capabilities for interior ceilings and specialty walls. The addition of Zahner allows us to further expand into the highly specifiable, exterior architectural metal category,” said Vic Grizzle, President and CEO, Armstrong World Industries. “This acquisition represents a rare opportunity to connect two complementary companies with long, proven legacies of integrity, innovation and excellence in quality and service. With Zahner, we have dramatically elevated and expanded our capabilities to design, engineer, and fabricate truly unique, high-design architectural metal projects. Providing a broad, growing portfolio of specifiable materials and solutions to enable architects and designers to bring their most creative visions into reality – inside and outside a building – is a clear differentiator for Armstrong.”

A pioneer in the use of metal in architecture, Zahner is renowned for its collaborative design and metal fabrication capabilities for large and complex projects. The company’s unique knowledge of computational design, metal finishing and versatile engineering systems enables architects’ highly imaginative ideas to become incredible realities through the mindful use of crafted metals. Zahner’s process begins at the inception of a project through close collaboration with architects, designers, artists and other partners to ensure the delivery of design intent with manufacturability and long-term performance integrity. The work of Zahner has shaped some of the most recognized places and spaces in the United States, including SoFi Stadium in Inglewood, Calif., the Petersen Automotive Museum in Los Angeles, Calif., IBM’s corporate headquarters in Armonk, N.Y., and the Bloomberg Center in New York City.

“We are excited to join Armstrong World Industries and look forward to the opportunities this presents for our people and clients,” said William Zahner, CEO of Zahner. “I am confident that together with Armstrong we can accelerate our growth with a partner that shares common values, led by a focus on innovative design and client satisfaction. This begins a new chapter in an ongoing story of applying innovation and collaboration to build the incredible.”

Zahner was founded in 1897 by Andrew Zahner as a sheet metal fabricator of cornices and has expanded under the Zahner family leadership to become the premier designer and manufacturer

of high-design architectural metal solutions. The business has production facilities in Missouri and Texas with approximately 160 employees, including experts in metallurgy, structural and mechanical engineering, and complex project management. The company is projected to generate revenue of approximately $42 million in 2024.

With the addition of Zahner, Armstrong has completed 12 Architectural Specialties acquisitions since 2016 and vastly expanded its portfolio of products and solutions, including a range of substrate materials for interior and exterior applications, such as metal, wood, felt and architectural resin. The Zahner acquisitiondirectly builds on and complements the exterior architectural metal capabilities of BOK Modern, LLC acquired by Armstrong in 2023. This broad portfolio enables Armstrong to participate in more spaces within the construction and renovation of a building with highly specified products and innovative solutions and is a key driver of the company’s growth strategy.

Armstrong funded the acquisition with existing cash and its revolving credit facility, and District Capital Partners acted as its buy-side adviser.

About Armstrong World Industries

Armstrong World Industries, Inc. (AWI) is a leader in the design and manufacture of innovative ceiling and wall solutions in the Americas. With $1.3 billion in revenue in 2023, AWI has more than 3,600 employees and a manufacturing network of 21 facilities, including Zahner, plus seven facilities dedicated to its WAVE joint venture. For over 160 years, Armstrong has delivered products and services to our customers that can transform how people design, build and experience spaces with aesthetics, acoustics, wellbeing and sustainability in mind.

Uncertainties Affecting Forward-Looking Statements

Disclosures in this release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, those relating to future financial and operational results, market and broader economic conditions and guidance. Those statements provide our future expectations or forecasts and can be identified by our use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “outlook,” “target,” “predict,” “may,” “will,” “would,” “could,” “should,” “seek,” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. This includes annual guidance. Forward-looking statements, by their nature, address matters that are uncertain and involve risks because they relate to events and depend on circumstances that may or may not occur in the future. As a result, our actual results may differ materially from our expected results and from those expressed in our forward-looking statements. A more detailed discussion of the risks and uncertainties that could cause our actual results to differ materially from those projected, anticipated or implied is included in the “Risk Factors” and “Management’s Discussion and Analysis” sections of our reports on Form 10-K and Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”), including our quarterly report for the quarter ended September 30, 2024. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update any forward-looking statements beyond what is required under applicable securities law.

Contact

Theresa Womble, tlwomble@armstrongceilings.com or (717) 396-6354

Armstrong World Industries Acquires A. Zahner Company, LLC (“Zahner®”) December 4, 2024 Exhibit 99.2

Safe Harbor Statement Disclosures in this presentation contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, those relating to future financial and operational results, market and broader economic conditions and guidance. Those statements provide our future expectations or forecasts and can be identified by our use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “outlook,” “target,” “predict,” “may,” “will,” “would,” “could,” “should,” “seek,” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. This includes annual guidance. Forward-looking statements, by their nature, address matters that are uncertain and involve risks because they relate to events and depend on circumstances that may or may not occur in the future. As a result, our actual results may differ materially from our expected results and from those expressed in our forward-looking statements. A more detailed discussion of the risks and uncertainties that could cause our actual results to differ materially from those projected, anticipated or implied is included in the “Risk Factors” and “Management’s Discussion and Analysis” sections of our reports on Form 10-K and Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”), including our report for the quarterly period ended September 30, 2024. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update any forward-looking statements beyond what is required under applicable securities law. In addition, we will be referring to non-Generally Accepted Accounting Principles (“GAAP”) financial measures within the meaning of SEC Regulation G.

Zahner Acquisition1 Expands External Metal Portfolio of Capabilities At-a-Glance Leader in the design, fabrication and engineering of highly crafted exterior architectural metal solutions ~160 employees ~$42M sales expected in 2024 2 production facilities 1. AWI completed the acquisition of Zahner on December 2, 2024. Clockwise from left: Cooper Union Academic Building in New York City, The Petersen Automotive Museum in Los Angeles, CA, and SoFi Stadium in Inglewood, CA.

Driving Profitable Architectural Specialties Topline Growth Through Acquisitions & Market Penetration 4 Acquisitions AWI’s scale and focus drive synergies to enhance profitability and create value EBITDA multiples: ~9x pre-synergy ~7x post-synergy2 AS Segment Net Sales 20% CAGR Reflects AS segment Net Sales midpoint as shown in the additional assumptions in the appendix to the earnings call presentation issued on October 29, 2024, and excludes any contribution from the Zahner acquisition. 2022 to 2024 acquisition post-synergies are based on future expected results. 1

Advancing External Metal Capabilities to Unlock an Additional$1B Architectural Specialties Market Opportunity “TAM”: Total Addressable Market. Based on internal company estimates. Today… Looking forward… ~$1.5BTAM1 Interior Applications Primarily interior metal, wood, felt, glass reinforced gypsum and translucents $2.5B+ TAM1 Interior Applications Exterior Metal 2023 July 2024 December

Document And Entity Information	Dec. 02, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 02, 2024
Entity Registrant Name	ARMSTRONG WORLD INDUSTRIES, INC.
Entity Central Index Key	0000007431
Entity Emerging Growth Company	false
Securities Act File Number	1-2116
Entity Tax Identification Number	23-0366390
Entity Address, Address Line One	2500 Columbia Avenue P.O. Box 3001
Entity Address, City or Town	Lancaster
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17603
City Area Code	717
Local Phone Number	397-0611
Entity Incorporation, State or Country Code	PA
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	AWI
Security Exchange Name	NYSE