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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
OCTOBER 20, 1998
----------------
Date of Report (Date of earliest event reported)
ARMSTRONG WORLD INDUSTRIES, INC.
--------------------------------
(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA 1-2116 23-0366390
------------ ------ ----------
(State of Organization) (Commission File Number) (IRS Employer
Identification No.)
P.O. BOX 3001
LANCASTER, PENNSYLVANIA 17604
-----------------------------
(Address of Registrant's Principal Executive Office) (Zip Code)
(717) 397-0611
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
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On October 20, 1998, Armstrong World Industries, Inc., a Pennsylvania
corporation (the "Company"), announced its third quarter earnings results. A
copy of the Company's press release, dated October 20, 1998 is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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Financial Statements.
None.
Pro Forma Financial Information.
None.
Exhibits.
99.1 Press Release, dated October 20, 1998.
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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/ Deborah K. Owen
--------------------------------
Deborah K. Owen
Senior Vice President, Secretary and
General Counsel
Date: October 20, 1998
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release, dated October 20, 1998.
4
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Exhibit 99.1
FOR RELEASE
ON RECEIPT October 20, 1998
ARMSTRONG ANNOUNCES THIRD-QUARTER SALES GROWTH OF 43%
INCLUDING ACQUISITIONS
Lancaster, PA, October 20, 1998 -- Armstrong World Industries, Inc. (NYSE:ACK)
today announced the following third quarter results. Commenting on the quarter,
George A. Lorch, Chairman and Chief Executive Officer, said, "Our third quarter
was an exciting and historic period, including the completion of the
acquisitions of Triangle Pacific Corp. and DLW. With these two acquisitions,
bringing powerful brands and strong management into our new company, Armstrong
becomes the premier player in hard surfacing flooring in the world. With
leading market positions and brands, we look forward to great success in the
future."
. Net earnings of $61.5 million, or $1.53 per diluted share, for the third
quarter included the results of Triangle Pacific and DLW as well as
offsetting one-time items. Excluding Triangle Pacific and DLW, net earnings
were $64.1 million, or $1.60 per diluted share. Further excluding the net
effect of the recognition of the expense of activities involving Domco Ltd.
and Sommer-Allibert S.A. as well as a gain on the disposition of a portion of
Armstrong's equity interest in Dal-Tile Inc., earnings were $65.6 million or
$1.63 per share. These results compare to reported earnings of $33.8 million,
or $0.82 per diluted share, in the third quarter of 1997. Excluding from
1997's result the effect of Armstrong's share of restructuring charges at
Dal-Tile Inc., of $24.2 million or $0.59 per share, earnings would have been
$58.0 million or $1.41 per diluted share. On a reported earnings basis, 1998
third quarter net earnings were 82% above 1997's result. Excluding 1998's
acquisitions and one-time items for both 1997 and 1998, respectively, 1998
third-quarter net earnings were 13% above 1997's result.
. Operating income as reported for the third quarter of 1998 was $123.9
million. Excluding the contribution of $17.3 million from Triangle Pacific
and $0.2 million from DLW, third quarter operating income was $106.4 million.
Operating income as reported in 1997 was $77.1 million. Excluding from 1997's
result a $24.2 million charge to Armstrong's earnings related to a
restructuring at Dal-Tile Inc., operating income in 1997 would have been
$101.3 million. On a reported basis, 1998 third quarter operating income was
61% above 1997's result. Excluding acquisitions in 1998 and one-time items in
1997, 1998 third-quarter operating income was 5% above 1997's result.
. Armstrong sales in the third quarter were $821.6 million, or 43% ahead of
last year's $575.6 million. Excluding the contribution of $167.3 million in
sales from Triangle Pacific reported in the new wood products industry
segment and $63.9 million in sales from DLW reported in the floor coverings
segment, sales were $590.4 million or 2.6% ahead of 1997. Sales of vinyl and
laminate flooring products increased nearly 4% as strong promotional activity
for residential sheet vinyl products and record sales in the home
1
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center channel drove significant volume increases. Sales at DLW were up
almost 5% over the comparable result in 1997 due to strong performance in
resilient flooring and in the office furniture business. Sales of building
products increased just under 1% with lower sales to emerging markets nearly
offsetting increases in U.S. commercial sales and sales to the retail
segment. Industry products sales increased 2.4%, driven by strong sales
increases in insulation products partially offset by weak gasket sales to
automotive OEMs and European customers' inventory corrections. Wood product
sales were 15% above last year's results on a comparable basis reflecting
higher sales volume in both flooring and cabinets partially offset by
competitive pricing in selected flooring products.
Mr. Lorch added, "The improved results in our core flooring business reflect the
success of actions taken in the second quarter to address the highly competitive
and dynamic market situation. Reflecting significant promotional activity in
North American sheet flooring combined with the continuing success story of our
upper-end sheet flooring strategy launched in the first quarter, September was a
record month for residential sheet in terms of both sales and profits. In
building products, we are encouraged with the positive trends in our product mix
in the U.S. commercial segment and the sales growth we have maintained in that
market. Our strong gains in this area have offset the slowness we're
experiencing in emerging markets. Our Corporate Retail Accounts group delivered
another solid quarter of growth as we continue to be well positioned in the
rapidly expanding home center channel.
The performance of our two acquisitions in the third quarter exceeded our
expectations and posted outstanding financial results. As we continue to
integrate these two organizations and begin to realize their synergy potential,
we expect to see exciting developments in coming quarters," Mr. Lorch concluded.
For the nine-month period ending September 30, 1998, Armstrong delivered the
following results:
. Net earnings of $164.1 million, or $4.06 per diluted share, included the
results of Triangle Pacific and DLW as well as one-time items in the third
quarter of 1998. Excluding Triangle Pacific and DLW, net earnings were $166.7
million, or $4.13 per diluted share. Further excluding one-time items,
earnings were $168.2 million or $4.16 per share. These results compare to
reported earnings of $138.2 million, or $3.35 per diluted share, in 1997.
Excluding from 1997's result the effect of $29.7 million of one-time charges
related to Armstrong's investment in Dal-Tile, Inc., earnings would have been
$167.9 million or $4.08 per diluted share. On a reported earnings basis, 1998
net earnings for nine months were 19% above 1997's result. Excluding 1998's
acquisitions and one-time items as discussed for both 1997 and 1998,
respectively, 1998 nine month net earnings were about equal to 1997's result.
Earnings per diluted share of $4.16 in 1998 were 2% above 1997's $4.08 per
diluted share primarily reflecting the impact of the Company's share
repurchase program.
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. Operating income as reported for nine months in 1998 was $293.9 million.
Excluding the contribution of $17.3 million from Triangle Pacific and $0.2
million from DLW, operating income was $276.4 million. Operating income for
nine months as reported in 1997 was $249.8 million. Excluding from 1997's
result a $29.7 million charge related to restructuring at Dal-Tile Inc.,
operating income in 1997 would have been $279.5 million. On a reported basis,
1998 operating income was 18% above 1997's result. Excluding acquisitions in
1998 and one-time items in 1997, 1998 nine-month's operating income was 1%
below 1997's result.
. Armstrong sales for nine months in 1998 were $1,920.3 million. Excluding the
contribution of $167.3 million in sales from Triangle Pacific and $63.9
million in sales from DLW, sales were $1,689.1 million. Compared to sales of
$1,671.3 million in the comparable period in 1997, 1998's result was 15%
greater, while excluding the effect of acquisitions sales were 1% higher.
. On July 21, Armstrong completed the acquisition of 100% of the outstanding
shares of Triangle Pacific Corp. On September 17, Armstrong announced the
successful completion of the Company's tender offer for the outstanding
shares of DLW AG. The results of the two acquisitions are included in the
financial results from their respective acquisition dates.
This news release contains forward-looking statements related to future sales
growth and earnings opportunities. Actual results could differ materially as a
result of known and unknown risks and uncertainties and other factors, including
the company's ability to complete and successfully integrate its pending
acquisitions, the strength of domestic and foreign economies, slower than
anticipated sales growth, price and product competition, increases in raw
material costs, interest and foreign exchange rates, changes from projected
effective tax rates and the ultimate outcome of the company's asbestos-related
litigation. Additional information which could affect the company's financial
results is included in the 1997 Annual Report, Forms 10-K, 10-Q, and 8-K on file
with the Securities and Exchange Commission.
[Tables and Notes to Follow]
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Notes to editors and analysts: The details which follow elaborate on
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Armstrong's third quarter results
Sales. Sales of $821.6 million were 43% greater than in the third quarter of
- ------
1997. The growth reflected both the acquisitions of Triangle Pacific and DLW as
well as continued growth in the base Armstrong business. Triangle Pacific added
$167.3 million of sales and DLW $63.9 million of sales to the base Armstrong
business sales figure of $590.4 million. For the base Armstrong business, sales
growth was 2.6% as floor coverings sales increased 4% and building products
sales increased 1%. Home center sales were up nearly 15% versus prior year.
Pacific area sales were 13% below 1997, although insulation products increased
both domestic sales and exports from its Panyu, China, plant. Sales in Europe
were flat year over year. Despite a cessation of sales to Russia in August by
all business units, floor coverings made up its Russian volume loss by sales to
other customers including those in Eastern Europe, and insulation increased
European sales by 5%. In total, emerging market turmoil reduced third quarter
sales by an estimated $8.0 million versus the same period last year, with over
three-quarters of this total from lost Russian sales.
Cost of goods sold. For the third quarter, the cost of goods sold was 66.9% of
- -------------------
sales compared to 66.0% in 1997. The slight deterioration reflects the impact
of the Triangle Pacific and DLW acquisitions which have lower gross margins than
Armstrong's base business. Required purchase price accounting adjustments to
inventories increased the cost of goods sold by $7.4 million, without which
gross margins would have been 0.9 percent better. Armstrong's base business had
a favorable cost of goods sold of 64.1% for the quarter due to manufacturing
efficiencies and lower raw material costs excluding energy. Consolidated SG&A
expenses were 18.1% of sales and were favorably affected by Triangle Pacific's
lower SG&A.
Other items. Goodwill amortization, negligible in prior periods, was $4.3
- ------------
million in the third quarter of 1998 following the acquisition of Triangle
Pacific and DLW. Interest expense of $22.7 million compared to $7.4 million in
1997 similarly reflected the impact of the acquisitions. Equity earnings from
affiliates of $5.0 million was primarily due to Armstrong's share of the
earnings of the WAVE ceiling grid venture with Worthington Industries. In the
third quarter of 1997, a $27.2 million equity loss from affiliates was caused by
operating losses and a $24.2 million charge for restructuring activities at Dal-
Tile, Inc., in which Armstrong had a 34.4% interest. Other expenses, net, have
been small in prior periods. In the third quarter of 1998, however, Armstrong
recognized expenses arising from activities involving Domco Ltd. and Sommer-
Allibert S.A. totaling $12.3 million pretax, $8.0 million after-tax, and
approximately $0.20 per diluted share. These expenses were partially offset by
a gain on the third quarter disposition of 10.35 million shares of Dal-Tile at
$8.50 per share for an after-tax gain of $6.5 million and $0.16 per diluted
share. Armstrong retains 8.02 million shares or approximately 15% ownership in
Dal-Tile which is being accounted for on a cost basis.
Industry segment results:
- -------------------------
Floor Coverings. Sales in the quarter of $375.0 million included sales of
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$63.9 million from DLW. Excluding DLW, sales were $311.1 million, or 4%
ahead of last year. Flooring sales grew 7% in the Americas due to
significant promotions and display activity through traditional
wholesalers. Sales of residential tile reached record highs and sales of
residential sheet were well ahead of the trend for the year. The home
center channel continues to capture significant volume with sales increases
of 12.5% in the quarter. The wholesaler "buy-in" in September is expected
to have some offsetting effect on sales in the fourth quarter. In Europe,
sales were down only 3% notwithstanding the cessation of sales to Russia.
Pacific area sales were down 21% due to the continued impact of economic
and financial turmoil in that region but make up less than 3% of the
segment. Sales of installation products, included in the floor coverings
segment, were up 3% over the prior year. Operating income of $57.9 million
or 15% of sales compared to $56.9 million or 19% of sales in 1997. The
lower operating margins were due to pricing pressure in North America, an
unfavorable product mix, and the impact of lower margins at DLW. Excluding
the impact of the DLW acquisition, operating margins were 18.5%. Floor
coverings continues to achieve purchasing and SG&A savings partially
offsetting the impact of competitive price pressure. Triangle Pacific
reported higher profits reflecting both higher sales as well as significant
margin improvements in cabinets. Despite volume increases in resilient
flooring, DLW earnings were only slightly ahead of the prior year due to
performance of its sports flooring business.
4
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Building Products. Building products sales of $196.7 million were 1% above
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last year's $194.9 million. The third quarter of 1997 was a record quarter
for building products due to solid Americas results and growth in Asia and
Eastern Europe. In 1998, Americas sales were 4% higher than the prior year
due to slightly improved volume and a more favorable product mix. Sales in
other geographies were below prior year as the impact of economic and
financial turmoil significantly impacted sales to the historically faster
growing emerging markets in Asia, Latin America and Eastern Europe and
Russia. Operating margins of 16% compared unfavorably with 17% in 1997
reflecting both higher selling expense in Europe in 1998, lower emerging
market sales and the unusually strong result in the prior period.
Industry Products. Sales of industry products, encompassing insulation,
------------------
gaskets and textile product businesses, realized a 2% sales increase in the
third quarter of 1998 versus 1997. Sales of $82.6 million included an 8%
increase in insulation sales with growth in all geographic areas which more
than offset sales decreases in gaskets and textiles. Gasket sales to
automotive suppliers felt the impact of the General Motors strike earlier
this quarter, while textile sales include significant exports to the
Pacific area which are being negatively impacted by the ongoing economic
and financial turmoil in that region. Despite improvements in profits and
margins in insulation, the operating margin for the segment was 19% in 1998
versus 20% in 1997.
Wood Products. The Company's new wood products segment contributed $167.3
--------------
million to sales in the period from July 22, 1998, after which time
Triangle Pacific's results were consolidated in Armstrong's financial
statements. Sales were approximately 15% ahead of the comparable period in
1997. Cabinet sales benefited from both an improvement in mix and
continuing cost reductions. Wood flooring sales were ahead of last year
but reflected both competitive pricing pressure in selected products and a
less favorable mix. Operating margins of 10% were below historical levels
of 11% due to the amortization of acquisition goodwill and nonrecurring
purchase price accounting adjustments. Excluding the impact of these
adjustments, operating margins would have been 15.3%.
Ceramic Tile. Following the disposition of a substantial portion of its
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equity interest in Dal-Tile and the reduction of ownership to 8.02 million
shares, or approximately 15% of outstanding shares, Dal-Tile is reported on
a cost basis and reporting of the ceramic tile business segment will cease.
Operating income of $0.6 million in the third quarter of 1998 represented
an adjustment to estimated equity earnings in Dal-Tile from the second
quarter of 1998.
Effective Tax Rate. Armstrong's tax rate of 36.0% in the third quarter of 1998
- -------------------
was impacted by the non-deductibility of goodwill in the Company's reported
earnings, but still compared favorably with a rate of 51.1% in the same period
in 1997. The unusual rate in 1997 reflected equity losses from the Company's
investment in Dal-Tile.
Stock repurchase and dividend declaration. The Company halted open-market
- ------------------------------------------
purchases of its common shares in June following its announcement of its intent
to purchase Triangle Pacific and DLW. Armstrong's announcement of its quarterly
dividend will follow the meeting of its Board of Directors on October 26, 1998.
5
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FINANCIAL HIGHLIGHTS--estimated and unaudited
---------------------------------------------
Armstrong World Industries, Inc., and subsidiaries
--------------------------------------------------
(amounts in millions except for per-share data and percentages)
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<TABLE>
<CAPTION>
Three months Nine months
ended September 30 ended September 30
----------------------------- -----------------------------
1998 1997 1998 1997
-------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
NET SALES $821.6 $575.6 $1,920.3 $1,671.3
Cost of goods sold 549.7 380.0 1,274.2 1,105.2
Selling, general and administrative expense 148.7 91.1 357.3 291.4
Goodwill Amortization 4.3 0.2 5.2 0.6
Equity (earnings) loss from affiliates (3) (5.0) 27.2 (10.3) 24.3
------ ------ -------- --------
Operating income 123.9 77.1 293.9 249.8
Interest expense 22.7 7.4 36.3 21.1
Other (income) expenses, net 5.1 0.6 4.7 0.7
------ ------ -------- --------
Earnings before income taxes 96.1 69.1 252.9 228.0
Income taxes 34.6 35.3 88.8 89.8
------ ------ -------- --------
NET EARNINGS $ 61.5 $ 33.8 $ 164.1 $ 138.2
====== ====== ======== ========
Net earnings per share of common stock:
Basic $ 1.55 $ 0.83 $ 4.12 $ 3.39
Diluted $ 1.53 $ 0.82 $ 4.06 $ 3.35
Average number of common shares outstanding:
Basic 39.8 40.7 39.8 40.8
Diluted 40.2 41.1 40.4 41.2
</TABLE>
________________________________________________________________________________
INDUSTRY SEGMENTS - estimated and unaudited
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Armstrong World Industries, Inc., and subsidiaries
--------------------------------------------------
(amounts in millions)
<TABLE>
<CAPTION>
Three months Nine months
ended September 30 ended September 30
----------------------------- ------------------------------
1998 1997 1998 1997
------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net trade sales:
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Floor coverings(1) $375.0 $300.0 $ 937.6 $ 855.5
Building products 196.7 194.9 572.2 566.9
Industry products 82.6 80.7 243.2 248.9
Wood products(2) 167.3 0.0 167.3 0.0
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Total net sales $821.6 $575.6 $1,920.3 $1,671.3
====== ====== ======== ========
Operating income (loss):
- ------------------------
Floor coverings(1) $ 57.9 $ 56.9 $ 143.0 $ 146.0
Building products 31.9 33.4 88.5 93.5
Industry products 15.6 16.4 42.7 41.6
Wood products(2) 17.3 0.0 17.3 0.0
Ceramic tile (3) 0.6 (30.5) (0.2) (34.0)
Unallocated corporate (expense) 0.6 0.9 2.6 2.7
------ ------ -------- --------
Total operating income $123.9 $ 77.1 $ 293.9 $ 249.8
====== ====== ======== ========
</TABLE>
(1) For the three months ended September 30, 1998 and nine months ended
September 30, 1998, Floor coverings included $63.9 million in sales and
$0.2 million in operating income from the DLW acquisition reflecting
results from the acquisition completion date.
(2) For the three months ended September 30, 1998 and nine months ended
September 30, 1998, Wood products includes the results of both Triangle
Pacific Corp.'s wood flooring and cabinets businesses from the date of
acquisition on July 21, 1998.
(3) For the three months ended September 30, 1997, equity (earnings) loss from
affiliates, ceramic tile segment, included the company's share of the Dal-
Tile restructuring charges of $24.2 million, or $0.59 per share. The nine
months ended September 30, 1997 also includes the company's share of the
one-time charge incurred by Dal-Tile for uncollectible receivables and
overstocked inventories of $5.5 million, or 13 cents per share.
6
