Independent Auditors’ Report

Consolidated Balance Sheets, December 31, 2010 and 2009

Consolidated Statements of Income, Years ended December 31, 2010, 2009, and 2008

Consolidated Statements of Partners’ Equity (Deficit) and Comprehensive Income, Years ended December 31, 2010, 2009, and 2008

Consolidated Statements of Cash Flows, Years ended December 31, 2010, 2009, and 2008

Notes to Consolidated Financial Statements

Current assets:

Cash and cash equivalents

Accounts receivable, net

Inventory, net

Other current assets

 

 

Total current assets

 

Property, plant, and equipment, net

Goodwill

Other assets

 

 

Total assets

 

 

 

Current liabilities:

Accounts payable

Accrued expenses

Taxes payable

 

 

Total current liabilities

 

 

Long-term liabilities:

Deferred income taxes

Long-term debt

Other long-term liabilities

 

 

Total long-term liabilities

 

 

Total liabilities

 

 

Partners’ equity (deficit):

Contributed capital

Accumulated (deficit)

Accumulated other comprehensive income (loss)

 

 

Total partners’ equity (deficit)

 

 

Total liabilities and partners’ equity (deficit)

 

Net sales

Cost of sales

 

 

Gross margin

 

Selling, general, and administrative expenses

 

 

 

Other income

Interest income

Interest expense

 

 

Income before income tax expense

 

Income tax expense

 

 

Net income

 

Balance, January 1, 2008

Net income

Distributions

Change in pension plan

Foreign currency translation adjustments

 

Balance, December 31, 2008

 

Net income

Distributions

Change in pension plan

Foreign currency translation adjustments

 

Balance, December 31, 2009

 

Net income

Distributions

Change in pension plan

Foreign currency translation adjustments

 

Balance, December 31, 2010

 

Cash flows from operating activities:

Net income

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

Deferred income taxes

Change in accounts receivable

Change in inventory

Change in accounts payable and accrued expenses

Other

 

 

Net cash provided by operating activities

 

 

Cash flows from investing activities:

Purchases of property, plant, and equipment

Sale of property, plant, and equipment

 

 

Net cash used in investing activities

 

 

Cash flows from financing activities:

Issuance of long-term debt

Distributions paid

 

 

Net cash used in financing activities

 

 

Effect of exchange rate changes on cash and cash equivalents

 

Net increase (decrease) in cash and cash equivalents

 

Cash and cash equivalents at beginning of year

 

 

Cash and cash equivalents at end of year

 

 

Supplemental disclosures:

Interest paid

Income taxes paid

Worthington Armstrong Venture (the Company) is a general partnership, formed in June 1992, between Armstrong Ventures, Inc. (Armstrong), a subsidiary of Armstrong World Industries, Inc., and The Worthington Steel Company (Worthington), a Delaware corporation (a subsidiary of Worthington Industries, Inc.). Its business is to manufacture and market suspension systems for commercial and residential ceiling markets throughout the world. The Company has manufacturing plants located in the United States, France, Spain, the United Kingdom, the Peoples Republic of China, and India.

These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include management estimates and judgments, where appropriate. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the carrying amount of property, plant, and equipment and goodwill, valuation allowances for receivables and inventories, and assets and obligations related to employee benefits.

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions have been eliminated.

The Company recognizes revenue from the sale of products when title transfers, generally on the date of shipment and collection of the relevant receivable is probable. At the time of shipment, a provision is made for estimated applicable discounts and losses that reduce revenue. Sales with independent U.S. distributors of products to major home center retailers are recorded when the products are shipped from the distributor’s locations to these retailers.

Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from revenues in the consolidated statements of income.

The Company recognizes advertising expense as incurred. Advertising expense was $867, $1,015, and $1,193 for the years ended December 31, 2010, 2009, and 2008, respectively.

The Company recognizes research and development expense as expenditures are incurred. Total research and development expense was $3,442, $3,623, and $4,762 for the years ended December 31, 2010, 2009, and 2008, respectively.

The Company is a general partnership in the United States, and accordingly, generally, U.S. federal and state income taxes are the responsibility of the two general partners. Deferred income tax assets and liabilities are recognized for foreign subsidiaries for taxes estimated to be payable in future years based upon differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are determined using enacted rates expected to apply to taxable income in the years the temporary differences are expected to be recovered or settled. In connection with the adoption of FASB Accounting Standards Update (ASU) No. 2009-06 as of January 1, 2009, and following the guidance in FASB Accounting Standards Codification (ASC) Topic 740 — Income Taxes, the Company recognizes the effect of uncertain income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Prior to the adoption of ASU No. 2009-06, the Company recognized the effect of income tax positions only if such positions were probable of being sustained.

Short-term cash investments that have original maturities of three months or less when purchased are considered to be cash equivalents.

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses, current receivables aging, and existing industry and national economic data. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

Inventories are valued at the lower of cost or market. Cost is determined on the first-in, first-out method.

Property, plant, and equipment are stated at cost, with accumulated depreciation and amortization deducted to arrive at net book value. Depreciation charges are determined generally on the straight-line basis over the useful lives as follows: buildings, 30 years; machinery and equipment, 5 to 15 years; and leasehold improvements over the shorter of 10 years or the life of the lease. Impairment losses are recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. If an impairment exists, the asset is reduced to fair value.

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. Goodwill is tested for impairment at least annually. The impairment tests performed in 2010, 2009, and 2008 did not result in an impairment of the Company’s goodwill.

For subsidiaries with functional currencies other than the U.S. dollar, income statement items are translated into dollars at average exchange rates throughout the year and balance sheet items are translated at year-end exchange rates. Gains or losses on foreign currency transactions are recognized in other income, net in the accompanying consolidated statements of income. Gains and losses on foreign currency translation are recognized in accumulated other comprehensive income in the accompanying consolidated balance sheets.

The Company sells its products to select, preapproved customers whose businesses are directly affected by changes in economic and market conditions. The Company considers these factors and the financial condition of each customer when establishing its allowance for losses from doubtful accounts. The allowance for doubtful accounts was $1,062 and $862 at December 31, 2010 and 2009, respectively.

Finished goods

Goods in process

Raw materials

Supplies

 

 

Total inventories

 

Land

Buildings

Machinery and equipment

Computer software

Construction in process

 

 

 

 

Accumulated depreciation and amortization

 

 

Total property, plant, and equipment, net

 

Depreciation and amortization expense was $3,909, $3,711, and $3,648 in 2010, 2009, and 2008, respectively.

Goodwill increased (decreased) by $(192), $15, and $(48) during 2010, 2009, and 2008, respectively, due to foreign currency translation.

The Company does not hold or issue financial instruments for trading purposes.

The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate their fair value due to the short-term maturity of these instruments. The carrying value of debt approximates fair value as the debt carries a variable interest rate.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

Assets measured at fair value on a recurring basis are summarized below:

Assets:

Money market investments (included within cash and cash equivalents)

 

 

 

 

The Company adopted the section within ASC Topic 820 — Fair Value Measurements and Disclosures that relates to determining the fair value of non-financial assets and liabilities as of January 1, 2009. This did not have a material impact on the financial statements.

The Company does not have any significant financial or nonfinancial assets or liabilities that are valued using Level 2 or 3 inputs.

In May 2007, the Company amended the line-of-credit facility to extend the credit agreement to May 2012 and to increase the line of credit to $150 million. The revolving line of credit is unsecured. At December 31, 2010 and 2009, there was $150 million outstanding on this line-of-credit. The amount outstanding bears interest ranging from 0.86%-0.99% and 0.79%-1.76% at December 31, 2010 and 2009, respectively.

The line-of-credit contains certain restrictive financial covenants, including, among others, interest coverage and leverage ratios, as well as restrictions on dividends. The Company was in compliance with its covenants as of December 31, 2010 and 2009.

The Company contributes to the Worthington defined contribution deferred profit sharing plan for eligible U.S. employees. Cost for this plan was $868, $824, and $1,138 for 2010, 2009, and 2008, respectively.

The Company contributes to government-related pension programs in a number of foreign countries. The cost for these plans amounted to $356, $329, and $296 for 2010, 2009, and 2008, respectively.

The Company also has a U.S. defined benefit pension plan for eligible hourly employees that worked in its former manufacturing plant located in Malvern, Pennsylvania. This plan was curtailed in January 2004 due to the consolidation of the Company’s East Coast operations, which eliminated the expected future years of service for participants in the plan.

The Company has included the required disclosures related to the adoption of ASC Topic 715 — Compensation — Retirement Benefits during 2009.

The following table sets forth the defined benefit pension plan’s benefit obligations, fair value of plan assets, and funded status at December 31, 2010 and 2009:

Projected benefit obligation at beginning of year

Interest cost

Actuarial (gain) loss

Benefits paid

 

 

Projected benefit obligation at end of year

 

Benefit obligation at December 31

Fair value of plan assets as of December 31

 

 

Funded status at end of year

 

 

Amounts recognized in the balance sheets consist of:

Other long-term liabilities

Accumulated other comprehensive loss

Amounts recognized in accumulated other comprehensive loss represent unrecognized net actuarial losses.

The components of net periodic benefit cost (benefit) are as follows:

Interest cost

Expected return on plan assets

Recognized net actuarial loss

 

 

Net periodic benefit cost

 

The accumulated benefit obligation for the U.S. defined benefit plan was $9,081 and $8,436 at December 31, 2010 and 2009, respectively.

The net loss for the defined benefit pension plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $140.

Weighted average assumptions used to determine benefit obligations for the years ended and as of December 31, 2010 and 2009 are as follows:

Weighted average assumptions for the year ended December 31:

Discount rate

Expected long-term rate of return on plan assets

 

Weighted average assumptions as of December 31:

Discount rate

Expected long-term rate of return on plan assets

Pension plan assets are required to be disclosed at fair value in the consolidated financial statements. Fair value is defined in note 7 — Fair Value of Financial Instruments.

The U.S. defined benefit pension plan assets’ fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following table sets forth by level within the fair value hierarchy a summary of the plan’s assets measured at fair value on a recurring basis as of December 31, 2010:

Investment:

Cash and money market funds

Corporate bonds

U.S. government and agency issues

Common stocks

 

 

 

 

Investment:

Cash and money market funds

Corporate bonds

U.S. government and agency issues

Common stocks

 

 

 

 

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2010 and 2009.

Cash: Consists of cash and cash equivalents. The carrying amounts of cash and cash equivalents approximate fair value due to the short-term maturity of these instruments.

Money market funds: The money market investment consists of an institutional investor money market fund, valued at the fund’s net asset value (NAV), which is normally calculated at the close of business daily. The fund’s assets are valued as of this time for the purpose of computing the fund’s NAV.

Corporate bonds and U.S. government and agency issues: Consist of investments in individual corporate bonds or government bonds. These bonds are each individually valued using a yield curve model, based on observable inputs, that may also incorporate available trade and bid/ask spread data where available.

Common stocks: Consist of investments in common stocks that are valued at the closing price reported on the active market on which the individual security is traded.

In developing the 8% expected long-term rate of return assumption, the Company considered its historical returns and reviewed asset class return expectations and long-term inflation assumptions.

The primary investment objective of the defined benefit pension plan is to achieve long-term growth of capital in excess of 8% annually, exclusive of contributions or withdrawals. This objective is to be achieved through a balanced portfolio comprising equities, fixed income, and cash investments.

Each asset class utilized by the defined benefit pension plan has a targeted percentage. The following table shows the asset allocation target and the December 31, 2010 and 2009 position:

Equity securities

Fixed income securities

Cash and equivalents

The Company made contributions of $333, $271, and $58 to the U.S. defined benefit pension plan in 2010, 2009, and 2008, respectively. The Company expects to contribute $300 to the plan in 2011.

The benefits expected to be paid in each of the next five years and in the aggregate for the five years thereafter are shown in the following table:

Expected future payments for the year ending December 31:

2010

2011

2012

2013

2014

2015 – 2019

The expected benefits are based on the same assumptions used to measure the Company’s benefit obligation at December 31, 2010.

The Company is a general partnership in the United States, and accordingly, generally, U.S. federal and state income taxes are the responsibility of the two general partners. Therefore, no income tax provision has been recorded on U.S. income. There are no significant differences between the statutory income tax rates in foreign countries where the Company operates and the income tax provision recorded in the income statements. No deferred taxes, including withholding taxes, have been provided on the unremitted earnings of foreign subsidiaries as the Company’s intention is to invest these earnings permanently.

Deferred tax balances recorded on the balance sheets relate primarily to depreciation, tax-deductible goodwill, and accrued expenses. In 2010, the provision for income tax expense (benefit) was $2,430 comprising $2,446 current and ($16) deferred. In 2009, the provision for income tax expense (benefit) was $1,005 comprising $1,391 current and ($386) deferred. In 2008, the provision for income tax expense (benefit) was $5,022 comprising $5,078 current and ($56) deferred.

The Company adopted the provisions of ASC Topic 740, Income Taxes, related to the accounting for uncertainties in income taxes on January 1, 2009. As a result of this implementation, the Company did not recognize any liabilities for unrecognized tax benefits.

The Company is open for tax examination by foreign taxing authorities for various jurisdictions from 2006-2010. We have no reserve related to these tax years.

The Company rents certain real estate and equipment. Several leases include options for renewal or purchase and contain clauses for payment of real estate taxes and insurance. In most cases, management expects that in the normal course of business, leases will be renewed or replaced by other leases.

Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease including any periods of free rent. Rent expense during 2010, 2009, and 2008 amounted to $2,458, $2,418, and $2,473, respectively.

Future minimum payments by year and in the aggregate for operating leases having noncancelable lease terms in excess of one year are as follows:

Year:

2011

2012

2013

2014

2015

2016 thereafter

 

 

Total

 

The balances for accumulated other comprehensive income are as follows:

Foreign currency translation

Change in pension plan

 

 

Total accumulated other comprehensive income (loss)

 

Armstrong provides certain selling, promotional, and administrative processing services to the Company for which it receives reimbursement. Armstrong purchases grid products from the Company, which are then resold along with Armstrong inventory to the customer.

Services provided by Armstrong

Sales to Armstrong

No amounts were owed to Armstrong as of December 31, 2010 or 2009. Armstrong owed the Company $2,000 and $4,101 for purchases of product for the same periods, respectively, which are included in accounts receivable.

Worthington provides certain administrative processing services, steel processing services, and insurance-related coverages to the Company for which it receives reimbursement.

Administrative services by Worthington

Insurance-related coverage net premiums (refunds) by Worthington

Steel processing services by Worthington

The Company owed $623 and $634 to Worthington as of December 31, 2010 and 2009, respectively, which are included in accounts payable.

The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

Management has evaluated subsequent events through the date the annual consolidated financial statements were available to be issued, February 18, 2011.