September 2, 2022 – The Debtors filed a motion to extend the periods during which they have an exclusive right to file a Chapter 11 Plan, and solicit acceptances thereof, through and including January 3, 2023 and March 6, 2023, respectively [Docket No. 765]. Absent the requested relief, the initial Plan filing and solicitation periods are scheduled to expire on September 5, 2022 and November 4, 2022, respectively. This is the Debtors' first request for extra exclusive time.
With the sale of their principal asset groupings now Court approved, the Debtors will pivot to "negotiat[ing] a potential plan structure" with "key parties-in-interest."
A hearing to consider the motion is scheduled for October 12, 2022, with objections due by September 16, 2022.
On May 8, 2022, Armstrong Flooring Inc. and three affiliated debtors (NYSE: AFI; together “Armstrong” or the “Debtors”) filed for Chapter 11 protection with estimated assets of $517.0mn and estimated liabilities of $317.8mn ($160.5mn of funded debt). At filing, the Lancaster, PA based resilient flooring manufacturer noted its intention to continue a marketing/sale process that the Debtors began contemplating as far back as mid-2020.
On May 17, 2022, the Court hearing the Armstrong Flooring cases authorized the Debtors to access $24.0mn of new money debtor-in-possession (“DIP”) financing on an interim basis. The DIP financing is being made pursuant to a pair of DIP facilities: (a) a DIP Revolver Facility agented by Bank of America nominally in the amount of $90.0mn but, given existing, prepetition revolver borrowings and anticipated fees, incrementally providing net new money of $12.0mn and (b) a $12.0mn DIP Term Loan Facility agented by Pathlight Capital LP, with the full amount of the facility available with the interim order (NB: a final DIP order was issued on June 7th).
On July 13, 2022, the Court issued an order approving the sale of the Debtors' three main asset groups, ie: (i) their North American assets ($107.0mn, AHF/Gordon Brothers), (ii) their Australian assets ($31.0mn, Cowes Bay Group) and (iii) their Chinese assets ($59.0mn, Giant Group) [Docket Nos. 549, 550 and 551, respectively].
On July 29th, the Court issued an order approving a settlement between the Debtors and Armstrong World Industries, Inc. and AWI Licensing LLC that results in the withdrawal of an appeal of a Court order authorizing the purchaser of the Debtors' assets to continue to use the Armstrong name and trademarks [Docket No. 642].
The extension motion states, “Since the Petition Date…the Debtors have, among other things, (i) negotiated and obtained Court approval of the Debtors’ postpetition financing credit facility; (ii) initiated a marketing process; (iii) prepared and filed the Debtors’ Schedules of Assets and Liabilities and Statements of Financial Affairs; (iv) prepared and filed the Debtors’ monthly operating reports; (v) established bar dates for creditors to file proofs of claim; (vi) retained Debtors’ professionals; (vii) established procedures for the retention of ordinary course professionals; (viii) addressed, and resolved in a timely manner, challenges related to the Debtors’ businesses and the chapter 11 efforts; (ix) responded to creditor inquiries; (x) filed the Administrative Expense Bar Date Motion and obtained the order approving the same; (xi) held an auction to sell substantially all of Debtors’ assets; (xii) sold substantially all of Debtors’ assets through the North American Sale, the Australian Sale, and the China Sale; (xiii) started liquidating remaining assets, including by requesting the approval of certain remaining miscellaneous asset sales through the De Minimis Asset Sale Motion; and (xiv) commenced reviewing the scope of the general unsecured claims and administrative claims for purposes of establishing the appropriate wind down mechanism to resolve the Chapter 11 Cases"
The Debtors believe that the requested extensions of the Exclusive Periods will afford the key parties-in-interest time to negotiate a potential plan structure and prepare a draft plan in advance of the proposed extended Exclusive Periods.”
Events Leading to the Chapter 11 Filing
In a declaration in support of first day filings (the “Vermette” Declaration), Michel S. Vermette, the Debtors’ President and CEO provides: “In early 2020, the Company embarked on a strategy to modernize operations and become more profitable (the 'Transformation Plan'). The Transformation Plan had three components: (i) expand customer reach; (ii) simplify product offerings and operations; and (iii) strengthen core capabilities.
In an effort to implement the Transformation Plan, the Company expended significant resources. SG&A increased significantly as the Company sought to modernize its operations, develop a more profitable go-to-market strategy and otherwise achieve the objectives of the Transformation Plan. The Company made some progress implementing this new strategy.
However, the effects of the developing COVID-19 pandemic began to place considerable stress on the Company's operations notwithstanding the implementation of COVID- 19 protocols designed to keep plants operating and maintaining sales force momentum. Among other things, the Company faced extended shutdowns of certain manufacturing facilities, supply chain disruptions, inflation, and an overall decline in sales of flooring products. These hurdles, influenced in large part by the COVID-19 pandemic, caused continued losses and higher-than- anticipated negative cash flows, resulting in less liquidity available to effectuate the Transformation Plan.
Net sales for the year 2020 decreased 6.6% compared to the prior year, primarily due to pandemic-related business disruptions. This occurred on top of a 14% year-over-year decrease in sales during 2019 due, in part, to U.S. tariff changes and market share loss in certain product categories. From 2019 to 2020, the Company’s liquidity decreased from $89.6 million to $52.7 million.
The Company experienced some performance improvements through early 2021, due, in part, to the implementation of certain cost-saving measures, a phased relocation of the Company’s corporate headquarters, ongoing initiatives to improve manufacturing efficiency and customer experiences, the launch of new products, and the sale of the Company’s South Gate, California plant. However, the Company's profits continued to be hampered by inflationary pressures and supply chain challenges.
For example, the Company increased prices—up to 10% for residential products and up to 15% for commercial products—and implemented an ocean freight surcharge in an effort to increase revenue in the fourth quarter of 2021. However, the Company’s margins were narrowed by product and transportation cost increases of approximately $85 million in 2021 alone. Simply stated, the Company’s increasing costs significantly outpaced its pricing power. Accordingly, the Company was cash flow negative in 2021 and projected that it would continue to be cash flow negative throughout 2022 and would exhaust any remaining liquidity under the ABL Credit Facility by 2023.
According to the Debtors: Armstrong is “a global leader in the design and manufacture of innovative flooring solutions that inspire beauty wherever your life happens. Headquartered in Lancaster, Pennsylvania, Armstrong Flooring continually builds on its resilient, 150-year legacy by delivering on its mission to create a stronger future for customers through adaptive and inventive solutions. The company safely and responsibly operates seven manufacturing facilities globally, working to provide the highest levels of service, quality, and innovation to ensure it remains as strong and vital as its 150-year heritage."
The Vermette Declaration adds: "The Company is a leading global producer of resilient flooring products for use primarily in the construction and renovation of commercial, residential, and institutional buildings. On April 1, 2016, the Company became an independent publicly-traded company when Armstrong World Industries, Inc. ('AWI'), a public corporation, separated its Resilient Flooring and Wood Flooring businesses from its Building Products business. As a result of the spin-off, the Company and AWI each became independent, publicly-traded companies, with the Company owning and operating the Resilient Flooring and Wood Flooring segments, and AWI continuing to own and operate a ceilings business.
The Company’s flooring products include, but are not limited to, vinyl composition tile, vinyl sheet, and luxury vinyl tile, which is the Company’s fastest-growing resilient flooring product category. The Company sells its products in North American commercial and residential markets as well as in commercial markets in the Pacific Rim (primarily China and Australia). The majority of the Company’s sales are in North America, where the Company is the largest producer of resilient flooring products.
The Company’s corporate headquarters are located in Lancaster, Pennsylvania. The Debtors maintain flooring plants in Illinois, Mississippi, Oklahoma, and Pennsylvania; Armstrong’s non-debtor affiliates maintain international flooring plants in China and Australia "
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