UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
COMMISSION FILE NUMBER: 001-37589
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(Check one): |
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☐ Form 10-K
☐ Form 20-F ☐ Form 11-K
☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
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For Period Ended: March 31, 2022 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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☐ Transition Report on Form N-SAR |
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For the Transition Period Ended: |
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I REGISTRANT
INFORMATION
Armstrong Flooring, Inc.
Full Name of Registrant
N/A
Former Name if
Applicable
1770 Hempstead Road,
Address of Principal Executive Office (Street and Number)
Lancaster, Pennsylvania 17605
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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☐ |
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(a) |
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The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense; |
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(b) |
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The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form
10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
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(c) |
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III NARRATIVE
State below in
reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Armstrong Flooring, Inc. (the Company) was unable to file its Quarterly Report on Form 10-Q for the period
ended March 31, 2022 (the Form 10-Q) by the May 10, 2022 due date as a result of the demands on resources and uncertainty associated with its previously announced filing for relief under
chapter 11 of title 11 of the United States Code (the Bankruptcy Code). As previously reported, on May 8, 2022, the Company and certain of its subsidiaries (collectively, the Debtors) filed voluntary petitions for relief
under the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the Court). The Debtors have filed a motion with the Court seeking joint administration of their chapter 11 cases (the Chapter 11
Cases) pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure under the caption In re Armstrong Flooring, Inc., et al. (Case No. 22-10426).
Although the Companys management has been working diligently to complete all the required information for the Form
10-Q, given the considerable time and resources the Companys management is devoting to the Chapter 11 Cases and the Companys ongoing process for the sale of the Company and the consideration of
other strategic alternatives, as well as the attendant uncertainty associated with the Chapter 11 Cases, the Company is unable to complete the financial statements and other disclosures for the Form 10-Q on or
before the May 10, 2022 due date without unreasonable effort or expense. The Company cannot at this time estimate when it will be able to file the Form 10-Q.
PART IV OTHER INFORMATION
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(1) |
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Name and telephone number of person to contact in regard to this notification: |
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Christopher S. Parisi |
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717 |
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672-9611 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐ |
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(3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? Yes ☐ No ☒ |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
Armstrong Flooring, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: May 11, 2022 |
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By: |
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/s/ Christopher S. Parisi |
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Name: Christopher S. Parisi |
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Title: Senior Vice President, General Counsel & Secretary |