8-K

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): March 11, 2021 (March 10, 2021)

ARMSTRONG FLOORING, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37589	47-4303305
(State or other jurisdiction of incorporation )	(Commission File No.)	(IRS Employer Identification No.)

2500 Columbia Avenue P.O. Box 3025 Lancaster, Pennsylvania	17603
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (717) 672-9611

Not Applicable

(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 the registrant under any of the following provisions:

☐ 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, $0.0001 par value	AFI	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.

Item 1.01 Entry into a Material Definitive Agreement

On March 10, 2021 (the “Closing Date”), Armstrong Flooring, Inc. (the “Company”) completed the previously announced sale of the Company’s production facility, warehouse and real estate property located at 5037 Patata Street, in South Gate, California (the “South Gate Transaction”) to South Gate Owner, LP, a Delaware limited partnership and affiliate of Overton Moore Properties (the “Purchaser”) for a purchase price of $76.7 million. The Company received proceeds from the South Gate Transaction of approximately $45 million, net of an approximate $20.4 million term loan prepayment, $10.5 million to be retained in escrow and held and disbursed in accordance with the terms and conditions of a holdback agreement (the “Holdback Agreement”), closing costs, transaction fees and taxes. The South Gate Transaction was completed pursuant to the terms of the February 25, 2021 Agreement of Purchase and Sale and Joint Escrow Instructions between the Company and the Purchaser.

In connection with the consummation of the South Gate Transaction, on the Closing Date, the Company entered into the Holdback Agreement with the Purchaser. Additional information regarding the Holdback Agreement is provided in the Current Report on Form 8-K filed by the Company on March 2, 2021.

Additional information regarding the South Gate Transaction is provided in the Current Report on Form 8-K filed by the Company on February 26, 2021.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On March 11, 2021, the Company issued a press release announcing it had completed the South Gate Transaction. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit     No.	Description
99.1	Press Release of Armstrong Flooring, Inc., dated March 11, 2021.
104	Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURE

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 FLOORING, INC.
By:	/s/ Christopher S. Parisi
	Christopher S. Parisi
	Senior Vice President, General Counsel, Secretary & Chief Compliance Officer

Date: March 11, 2021

EX-99.1

Exhibit 99.1

ARMSTRONG FLOORING COMPLETES SALE OF SOUTH GATE, CALIFORNIA PROPERTY FOR $76.7 MILLION

Lancaster, PA, March 11, 2021. Armstrong Flooring, Inc. (NYSE: AFI) (“Armstrong Flooring” or the “Company”), a leader in the design and manufacture of innovative flooring solutions, announced today that it has completed the previously announced sale of its production facility, warehouse and real estate property located in South Gate, California on March 10, 2021.

About Armstrong Flooring

Armstrong Flooring, Inc. (NYSE: AFI) is a leading global manufacturer of flooring products and one of the industry’s most trusted and celebrated brands. The company 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. Headquartered in Lancaster, Pennsylvania, Armstrong Flooring safely and responsibly operates eight manufacturing facilities globally. Learn more at www.armstrongflooring.com.

Forward-Looking Statements

Disclosures in this release, including those relating to the sale, proceeds and expected closing of the transaction, as well as expected operational synergies, and in our other public documents and comments contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. 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 our reports filed with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made.

Contact Information

Investors:

Amy Trojanowski

SVP, Chief Financial Officer

ir@armstrongflooring.com

Media:

Alison van Harskamp

Director, Corporate Communications

aficorporatecommunications@armstrongflooring.com

XML

Document and Entity Information	Mar. 10, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001655075
Document Type	8-K
Document Period End Date	Mar. 10, 2021
Entity Registrant Name	ARMSTRONG FLOORING, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-37589
Entity Tax Identification Number	47-4303305
Entity Address, Address Line One	2500 Columbia Avenue P.O. Box 3025
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	672-9611
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.0001 par value
Trading Symbol	AFI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false