ALBANY INTERNATIONAL CORP /DE/
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 1-10026

ALBANY INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

Delaware

14-0462060

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

216 Airport Drive, Rochester, New Hampshire

03867

(Address of principal executive offices)

(Zip Code)

603-330-5850

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value per share

AIN

The New York Stock Exchange (NYSE)

Class B Common Stock, $0.001 par value per share

AIN

The New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company

 

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒

The registrant had 30.7 million shares of Class A Common Stock and 1.6 million shares of Class B Common Stock outstanding as of April 16, 2020.


ALBANY INTERNATIONAL CORP.

TABLE OF CONTENTS

Page

No.

Part I Financial information

Item 1.Financial Statements

3

Consolidated statements of income – three months ended March 31, 2020 and 2019

3

Consolidated statements of comprehensive income/(loss) – three months ended March 31, 2020 and 2019

4

Consolidated balance sheets as of March 31, 2020 and December 31, 2019

5

Consolidated statements of cash flows – three months ended March 31, 2020 and 2019

6

Notes to consolidated financial statements

7

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

29

Forward-looking statements

29

Item 3.Quantitative and Qualitative Disclosures about Market Risk

43

Item 4.Controls and Procedures

43

Part II Other Information

Item 1.Legal Proceedings

43

Item 1A.Risk Factors

43

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

44

Item 3.Defaults upon Senior Securities

44

Item 4.Mine Safety Disclosures

44

Item 5.Other Information

44

Item 6.Exhibits

44


Index

ITEM 1. FINANCIAL STATEMENTS

ALBANY INTERNATIONAL CORP.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(unaudited)

Three Months Ended

March 31,

2020

2019

Net sales

$235,764

$251,373

Cost of goods sold

146,292

159,602

 

Gross profit

89,472

91,771

Selling, general, and administrative expenses

40,106

40,945

Technical and research expenses

9,130

10,249

Restructuring expenses, net

642

484

 

Operating income

39,594

40,093

Interest expense, net

3,977

4,417

Other expense/(income), net

15,569

(1,208)

 

Income before income taxes

20,048

36,884

Income tax expense

12,454

7,476

 

Net income

7,594

29,408

Net (loss)/income attributable to the noncontrolling interest

(1,515)

218

Net income attributable to the Company

$9,109

$29,190

 

Earnings per share attributable to Company shareholders - Basic

$0.28

$0.90

 

Earnings per share attributable to Company shareholders - Diluted

$0.28

$0.90

 

Shares of the Company used in computing earnings per share:

Basic

32,312

32,272

 

Diluted

32,320

32,285

 

Dividends declared per share, Class A and Class B

$0.19

$0.18

 

The accompanying notes are an integral part of the consolidated financial statements

3


Index

ALBANY INTERNATIONAL CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(in thousands)

(unaudited)

Three Months Ended

March 31,

2020

2019

Net income

$7,594

$29,408

 

Other comprehensive income/(loss), before tax:

Foreign currency translation and other adjustments

(24,955)

(2,152)

Amortization of pension liability adjustments:

Prior service credit

(1,114)

(1,105)

Net actuarial loss

1,244

1,121

Payments and amortization related to interest rate swaps included in earnings

407

(452)

Derivative valuation adjustment

(10,764)

(3,377)

 

Income taxes related to items of other comprehensive income/(loss):

Amortization of pension liability adjustment

(32)

(5)

Payments and amortization related to interest rate swaps included in earnings

(104)

115

Derivative valuation adjustment

2,753

863

Comprehensive income

(24,971)

24,416

Comprehensive income/(loss) attributable to the noncontrolling interest

(1,406)

210

Comprehensive income/(loss) attributable to the Company

$(23,565)

$24,206

The accompanying notes are an integral part of the consolidated financial statements

4


Index

ALBANY INTERNATIONAL CORP.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(unaudited)

March 31, 2020

December 31, 2019

ASSETS

Cash and cash equivalents

$222,680

$195,540

Accounts receivable, net

211,081

218,271

Contract assets, net

84,578

79,070

Inventories

109,426

95,149

Income taxes prepaid and receivable

5,922

6,162

Prepaid expenses and other current assets

25,827

24,142

Total current assets

$659,514

$618,334

 

 

Property, plant and equipment, net

446,890

466,462

Intangibles, net

51,323

52,892

Goodwill

179,366

180,934

Deferred income taxes

48,260

51,621

Noncurrent receivables, net

38,929

41,234

Other assets

59,349

62,891

Total assets

$1,483,631

$1,474,368

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

Accounts payable

$58,874

$65,203

Accrued liabilities

110,071

125,885

Current maturities of long-term debt

20

20

Income taxes payable

6,656

11,611

Total current liabilities

175,621

202,719

 

 

Long-term debt

491,002

424,009

Other noncurrent liabilities

134,918

132,725

Deferred taxes and other liabilities

12,529

12,226

Total liabilities

814,070

771,679

 

 

SHAREHOLDERS' EQUITY

 

Preferred stock, par value $5.00 per share; authorized 2,000,000 shares; none issued

-

-

Class A Common Stock, par value $.001 per share; authorized 100,000,000 shares; 39,111,722 issued in 2020 and 39,098,792 in 2019

39

39

Class B Common Stock, par value $.001 per share; authorized 25,000,000 shares; issued and outstanding 1,617,998 in 2020 and 2019

2

2

Additional paid in capital

431,836

432,518

Retained earnings

700,021

698,496

Accumulated items of other comprehensive income:

 

Translation adjustments

(148,599)

(122,852)

Pension and postretirement liability adjustments

(49,104)

(49,994)

Derivative valuation adjustment

(10,843)

(3,135)

Treasury stock (Class A), at cost; 8,408,770 shares in 2020 and 2019

(256,391)

(256,391)

Total Company shareholders' equity

666,961

698,683

Noncontrolling interest

2,600

4,006

Total equity

669,561

702,689

Total liabilities and shareholders' equity

$1,483,631

$1,474,368

The accompanying notes are an integral part of the consolidated financial statements

5


Index

ALBANY INTERNATIONAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOW

(in thousands)

(unaudited)

Three Months Ended

March 31,

2020

2019

OPERATING ACTIVITIES

Net income

$7,594

$29,408

Adjustments to reconcile net income to net cash (used in)/provided by operating activities

Depreciation

15,506

15,642

Amortization

2,564

2,314

Change in deferred taxes and other liabilities

5,817

(1,065)

Provision for write-off of property, plant and equipment

197

386

Non-cash interest expense

151

151

Compensation and benefits paid or payable in Class A Common Stock

(682)

(547)

Fair value adjustment on foreign currency option

64

-

Provision for credit losses from uncollected receivables and contract assets

1,655

585

Foreign currency remeasurement loss/(gain) on intercompany loans

15,387

(1,707)

 

Changes in operating assets and liabilities that (used)/provided cash:

Accounts receivable

(3,394)

(12,209)

Contract assets

(8,840)

(481)

Inventories

(19,750)

(16,662)

Prepaid expenses and other current assets

(2,156)

(2,804)

Income taxes prepaid and receivable

(237)

674

Accounts payable

(1,046)

21,750

Accrued liabilities

(15,072)

(11,095)

Income taxes payable

(3,571)

1,506

Noncurrent receivables

(231)

(294)

Other noncurrent liabilities

(60)

(1,679)

Other, net

(534)

693

Net cash (used in)/provided by operating activities

(6,638)

24,566

 

INVESTING ACTIVITIES

Purchases of property, plant and equipment

(12,759)

(20,798)

Purchased software

(46)

(22)

Net cash used in investing activities

(12,805)

(20,820)

 

FINANCING ACTIVITIES

Proceeds from borrowings

70,000

20,000

Principal payments on debt

(3,006)

(28,004)

Principal payments on finance lease liabilities

(6,134)

(400)

Taxes paid in lieu of share issuance

(490)

(971)

Proceeds from options exercised

-

44

Dividends paid

(6,139)

(5,808)

Net cash provided by/(used in) financing activities

54,231

(15,139)

 

Effect of exchange rate changes on cash and cash equivalents

(7,648)

1,023

 

Increase/(decrease) in cash and cash equivalents

27,140

(10,370)

Cash and cash equivalents at beginning of period

195,540

197,755

Cash and cash equivalents at end of period

$222,680

$187,385

The accompanying notes are an integral part of the consolidated financial statements

6


Index

ALBANY INTERNATIONAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Significant Accounting Policies

Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary for a fair presentation of results for such periods. Albany International Corp. (Albany, the Registrant, the Company, we, us, or our) consolidates the financial results of its subsidiaries for all periods presented. The results for any interim period are not necessarily indicative of results for the full year.

The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in Albany International Corp.’s Consolidated Financial Statements and accompanying Notes. Actual results could differ materially from those estimates.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with Albany International Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019.

Effective January 1, 2020, we adopted the provisions of ASC 326, Current Expected Credit Losses (CECL), using the effective date (or modified retrospective) approach for transition. Under this transition method, periods prior to 2020 were not restated. The pre-tax cumulative effect of initially applying the new standard was an increase in credit loss reserves of $1.8 million, primarily for Accounts receivable and Contract assets. Including tax effects, Retained earnings was reduced by $1.4 million as a result of transitioning to the new standard. The effect of the application of CECL during the first quarter of 2020 is further described in Notes 11 and 12.

2. Reportable Segments

In accordance with applicable disclosure guidance for enterprise segments and related information, the internal organization that is used by management for making operating decisions and assessing performance is used as the basis for our reportable segments.

The Machine Clothing (“MC”) segment supplies permeable and impermeable belts used in the manufacture of paper, paperboard, tissue and towel, nonwovens, fiber cement and several other industrial applications. We sell our MC products directly to customer end-users in countries across the globe. Our products, manufacturing processes, and distribution channels for MC are substantially the same in each region of the world in which we operate.

We design, manufacture, and market paper machine clothing (used in the manufacturing of paper, paperboard, tissue and towel) for each section of the paper machine and for every grade of paper. Paper machine clothing products are customized, consumable products of technologically sophisticated design that utilize polymeric materials in a complex structure.

The Albany Engineered Composites (“AEC”) segment, including Albany Safran Composites, LLC (“ASC”), in which our customer SAFRAN Group (“Safran”) owns a 10 percent noncontrolling interest, provides highly engineered, advanced composite structures to customers in the commercial and defense aerospace industries. AEC’s largest program relates to CFM International’s LEAP engine. Under this program, AEC through ASC, is the exclusive supplier of advanced composite fan blades and cases under a long-term supply contract. The manufacturing spaces used for the production of parts under the long-term supply agreement are owned by Safran, and leased to the Company at either a market rent or a minimal cost. All lease expense is reimbursable by Safran to the Company due to the cost-plus nature of the supply agreement. In the fourth quarter of 2019, Safran leased manufacturing space from AEC for the GE9X program. Rent paid by Safran under this lease amounted to $0.2 million for the first three months of 2020. AEC net sales to Safran were $38.0 million and $56.0 million in the first three months of 2020 and 2019, respectively. The total of Accounts receivable, Contract assets and Noncurrent receivables due from Safran amounted to $112.1 million and $114.5 million as of March 31, 2020 and December 31, 2019, respectively. Other significant programs by AEC include the F-35, Boeing 787, Sikorsky CH-53K and JASSM, as well as the fan case for the GE9X engine. In 2019, approximately 25 percent of AEC sales were related to U.S. government contracts or programs.

7


Index

The following tables show data by reportable segment, reconciled to consolidated totals included in the financial statements:

Three months ended March 31,

(in thousands)

2020

2019

Net sales

Machine Clothing

$136,602

$144,334

Albany Engineered Composites

99,162

107,039

Consolidated total

$235,764

$251,373

Operating income/(loss)

Machine Clothing

$47,175

$44,243

Albany Engineered Composites

7,623

9,522

Corporate expenses

(15,204)

(13,672)

Operating income

$39,594

$40,093

Reconciling items:

Interest income

(447)

(599)

Interest expense

4,424

5,016

Other expense/(income), net

15,569

(1,208)

Income before income taxes

$20,048

$36,884

The table below presents restructuring costs by reportable segment (also see Note 5):

Three months ended

March 31,

(in thousands)

2020

2019

Machine Clothing

$642

$401

Albany Engineered Composites

-

83

Total

$642

$484

Products and services provided under long-term contracts represent a significant portion of sales in the Albany Engineered Composites segment and we account for these contracts using the percentage of completion (actual cost to estimated cost) method. That method requires significant judgment and estimation, which could be considerably different if the underlying circumstances were to change. When adjustments in estimated contract revenues or costs are required, any changes from prior estimates are included in earnings in the period the change occurs. The sum of net adjustments to the estimated profitability of long-term contracts during the first three months increased AEC operating income by $0.9 million and $0.6 million in 2020 and 2019, respectively.

8


Index

We disaggregate revenue earned from contracts with customers for each of our business segments and product groups based on the timing of revenue recognition, and groupings used for internal review purposes.

The following table disaggregates revenue for each product group by timing of revenue recognition:

Three months ended March 31, 2020

(in thousands)

Point in Time Revenue

Recognition

Over Time Revenue

Recognition

Total

 

Machine Clothing

$135,754

$848

$136,602

 

Albany Engineered Composites

ASC

-

37,894

37,894

Other AEC

6,320

54,948

61,268

Total Albany Engineered Composites

6,320

92,842

99,162

 

Total revenue

$142,074

$93,690

$235,764

Three months ended March 31, 2019

(in thousands)

Point in Time Revenue

Recognition

Over Time Revenue

Recognition

Total

 

Machine Clothing

$143,534

$800

$144,334

 

Albany Engineered Composites

ASC

-

55,442

55,442

Other AEC

6,245

45,352

51,597

Total Albany Engineered Composites

6,245

100,794

107,039

 

Total revenue

$149,779

$101,594

$251,373

9


Index

The following table disaggregates MC segment revenue by significant product groupings (paper machine clothing (PMC) and engineered fabrics), and, for PMC, the geographical region to which the paper machine clothing was sold:

Three months ended

March 31,

(in thousands)

2020

2019

Americas PMC

$73,677

$75,341

Eurasia PMC

45,131

51,438

Engineered Fabrics

17,794

17,555

Total Machine Clothing Net sales

$136,602

$144,334

In accordance with ASC 606, we do not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Contracts in the MC segment are generally for periods of less than a year. Most contracts in the AEC segment are short duration firm-fixed-price orders representing performance obligations with an original maturity of less than one year. Remaining performance obligations on contracts that had an original duration of greater than one year totaled $82 million and $90 million as of March 31, 2020 and 2019, respectively, and related primarily to firm contracts in the AEC segment. Of the remaining performance obligations as of March 31, 2020, we expect to recognize as revenue approximately $48 million during 2020 and the remainder during 2021.

3. Business Acquisition

On November 20, 2019, the Company acquired CirComp GmbH, a privately-held developer and manufacturer of high-performance composite components located in Kaiserslautern, Germany for $32.4 million. The Company also agreed to pay approximately $5.5 million that will become due as certain post-closing obligations are performed. Expense related to that agreement will be recognized over the five-year performance period. The Company funded the acquisition using a combination of cash on hand and funds drawn on its revolving credit facility. In March 2020, the Company purchased, in cash, the primary operating facility in Germany for $5.8 million, which resulted in the recording of land and building assets, and the removal of the Right of use assets and associated lease liabilities included in the acquisition-date balance sheet

The seller provided representations, warranties and indemnities customary for acquisition transactions, including indemnities for certain customer claims identified, before closing. The acquired entity is part of the AEC segment. CirComp specializes in designing and manufacturing customized engineered composite components for aerospace and other demanding industrial applications.

10


Index

The following table summarizes the provisional allocation of the purchase price to the fair value of the assets and liabilities acquired:

(in thousands)

November 20, 2019

Assets acquired

Cash

$1,607

Accounts receivable

986

Contract assets

2,269

Inventories

525

Prepaid expenses and other current assets

452

Right of use assets

5,686

Property, plant and equipment

4,884

Amortizable intangible assets

10,302

Goodwill

17,114

Total assets acquired

$43,825

 

Liabilities assumed

Accounts payable

$65

Accrued liabilities

2,249

Lease liabilities

502

Deferred income taxes

3,425

Other noncurrent liabilities

5,184

Total liabilities assumed

$11,425

 

Net assets acquired

$32,400

Purchase of business, net of cash acquired

$30,793

The Company is continuing to perform procedures to verify the value of assets and liabilities acquired, particularly Contract assets and, accordingly, adjustments to the values in the above table may be required in future periods. In the course of performing its ongoing opening balance sheet procedures during the first quarter of 2020, management identified adjustments to the provisional value of assets and liabilities acquired reported in the Form 10-K for the year ended December 31, 2019, which resulted in an increase to Amortizable intangible assets of $0.3 million, an increase to Deferred income tax liabilities of $0.1 million, and a reduction to Goodwill of $0.2 million.

Acquired Goodwill of $17.1 million reflects the Company’s belief that the acquisition complements and expands Albany’s portfolio of proprietary, advanced manufacturing technologies for composite components, increases the Company’s position as a leading innovator in advanced materials processing and automation, and opens a geographic footprint in Europe to better serve our global customer base. The acquisition significantly increases the Company’s opportunities for future growth. The goodwill is non-deductible for tax purposes.

4. Pensions and Other Postretirement Benefit Plans

Pension Plans

The Company has defined benefit pension plans covering certain U.S. and non-U.S. employees. The U.S. qualified defined benefit pension plan has been closed to new participants since October 1998, and benefits accrued under this plan have been frozen since February 2009. As a result of the freeze, employees covered by the pension plan will receive, at retirement, benefits already accrued through February 2009 but no new benefits accrue after that date. Benefit accruals under the U.S. Supplemental Executive Retirement Plan ("SERP") were similarly frozen. The eligibility, benefit formulas, and contribution requirements for plans outside of the U.S. vary by location.

Other Postretirement Benefits

The Company also provides certain postretirement benefits to retired employees in the U.S. and Canada. The Company accrues the cost of providing postretirement benefits during the active service period of the employees. The Company currently funds the plans as claims are paid.

11


Index

The composition of the net periodic benefit cost for the three months ended March 31, 2020 and 2019, was as follows:

Pension plans

Other postretirement benefits

(in thousands)

2020

2019

2020

2019

Components of net periodic benefit cost:

Service cost

$580

$632

$50

$47

Interest cost

1,550

1,794

428

528

Expected return on assets

(1,723)

(2,057)

-

-

Amortization of prior service cost/(credit)

8

17

(1,122)

(1,122)

Amortization of net actuarial loss

596

564

648

557

Net periodic benefit cost

$1,011

$950

$4

$10

The amount of net periodic pension cost is determined at the beginning of each year and generally only varies from quarter to quarter when a significant event occurs, such as a curtailment or a settlement. There were no such events in the first three months of 2020 or 2019.

Service cost for defined benefit pension and postretirement plans are reported in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. Other components of net periodic benefit cost are presented in the income statement separately from the service cost component and outside a subtotal of income from operations, in the line item Other (income)/expense, net in the Consolidated Statements of Income.

5. Restructuring

Machine Clothing restructuring charges include expenses for the first three months of 2020 and 2019 principally related to discontinued operations at its MC production facility in Sélestat, France announced in 2017. Since 2017, we have recorded $13.1 million of restructuring charges related to this action.

The following table summarizes charges reported in the Consolidated Statements of Income under “Restructuring expenses, net”:

Three months ended March 31,

(in thousands)

2020

2019

Machine Clothing

$642

$401

Albany Engineered Composites

-

83

Corporate expenses

-

-

Total

$642

$484

12


Index

Three Months ended March 31, 2020

Total

restructuring

costs incurred

Termination

and other

costs

(in thousands)

Machine Clothing

$642

$642

Albany Engineered Composites

-

-

Corporate expenses

-

-

Total

$642

$642

Three Months ended March 31, 2019

Total

restructuring

costs incurred

Termination

and other

costs

(in thousands)

Machine Clothing

$401

$401

Albany Engineered Composites

83

83

Corporate expenses

-

-

Total

$484

$484

We expect that approximately $1.5 million of Accrued liabilities for restructuring at March 31, 2020 will be paid within one year and approximately $0.4 million will be paid the following year. The table below presents the year-to-date changes in restructuring liabilities for 2020 and 2019, all of which are related to termination costs:

December 31,

Restructuring

Currency

March 31,

(in thousands)

2019

charges accrued

Payments

translation /other

2020

 

Total termination and other costs

$2,042

$642

$(731)

$(92)

$1,861

 

December 31,

Restructuring

Currency

March 31,

(in thousands)

2018

charges accrued

Payments

translation /other

2019

 

Total termination and other costs

$5,570

$484

$(876)

$23

$5,201

13


Index

6. Other (Income)/Expense, net

The components of Other (Income)/Expense, net are:

Three months ended March 31, 2020

(in thousands)

2020

2019

Currency transaction (gains)/losses

$14,834

$(2,038)

Bank fees and amortization of debt issuance costs

75

109

Components of net periodic pension and postretirement cost other than service

385

281

Other

275

440

Total

$15,569

$(1,208)

Other (income)/expense, net for the first three months of 2020 includes losses related to the revaluation of nonfunctional-currency balances of $14.8 million, which principally resulted from an intercompany demand loan payable by a Mexican subsidiary combined with the effects of a much weaker peso in 2020. As a result of changes in business conditions that occurred in the first quarter of 2020, loan repayments are not expected in the foreseeable future and, beginning April 1, 2020, revaluation effects will be recorded in Other comprehensive income. Other (income)/expense, net, for the first three months of 2019 included gains related to the revaluation of nonfunctional-currency balances of $2.0 million.

7. Income Taxes

The following table presents components of income tax expense for the three months ended March 31, 2020 and 2019:

Three months ended

March 31,

(in thousands, except percentages)

2020

2019

Income tax based on income from continuing operations, at estimated tax rates of 36.5% and 29.4%, respectively

$7,309

$10,847

Income tax before discrete items

7,309

10,847

Discrete tax expense:

Exercise of U.S. stock options

-

(50)

Adjustments to prior period tax liabilities

(112)

194

Provision for/resolution of tax audits and contingencies, net

(244)

(2,232)

Out-of-period adjustments to deferred tax assets

1,830

(1,346)

Tax effect of non-deductible foreign exchange loss on intercompany loan

3,668

-

Other

3

63

Total income tax expense

$12,454

$7,476

The first-quarter estimated annual effective tax rate on continuing operations was 36.5 percent in 2020, compared to 29.4 percent for the same period in 2019.

Income tax expense for the quarter was computed in accordance with ASC 740-270, Income Taxes – Interim Reporting. Under this method, loss jurisdictions, which cannot recognize a tax benefit with regard to their generated losses, are excluded from the annual effective tax rate (AETR) calculation and their taxes will be recorded discretely in each quarter.

The Company’s tax rate is affected by recurring items such as the income tax rate in the U.S. and in non-U.S. jurisdictions and the mix of income earned in those jurisdictions, including changes in losses and income from excluded loss jurisdictions, and the impact of discrete items in the respective quarter. The unusually higher estimated Q1 2020 income tax rate is primarily driven by an increase in losses in a foreign jurisdiction that is excluded in calculating the quarterly income tax provision.

The Company records the residual U.S. and foreign taxes on certain amounts of foreign earnings that have been targeted for repatriation to the U.S. These amounts are not considered to be indefinitely reinvested, and the Company accrued for the tax cost on these earnings to the extent they cannot be repatriated in a tax-free manner. The Company has targeted for repatriation $144 million of current year and prior year earnings of the Company’s foreign operations. If these earnings were distributed, the Company would be subject to foreign withholding taxes of $2.2 million and state income taxes of $2.4 million, which have already been recorded.

14


Index

The Company conducts business globally and, as a result, files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business the Company is subject to examination by taxing authorities throughout the world, including major jurisdictions such as the United States, Brazil, Canada, France, Germany, Italy, Mexico, and Switzerland. The open tax years in these jurisdictions range from 2007 to 2020. The Company is currently under audit in U.S and non-U.S. tax jurisdictions, including but not limited to New Hampshire, Canada and Italy. In the first quarter of 2020, the Company recorded a $1.8 million out-of-period immaterial charge related to developments in ongoing tax audits, which resulted in a corresponding decrease in deferred tax assets.

The Company’s subsidiary in Mexico has an intercompany loan payable in U.S. dollars. As a result of the weaker Mexican peso, the Company recorded a revaluation loss of $12.7 million in the first quarter of 2020. That foreign currency loss is not deductible under Mexican tax law, which led to a $3.7 million discrete tax charge in the first quarter of 2020.

8. Earnings Per Share

The amounts used in computing earnings per share and the weighted average number of shares of potentially dilutive securities are as follows:

Three months ended

March 31,

(in thousands, except market price and earnings per share)

2020

2019

 

Net income attributable to the Company

$9,109

$29,190

 

Weighted average number of shares:

Weighted average number of shares used in calculating basic net income per share

32,312

32,272

Effect of dilutive stock-based compensation plans:

Stock options

8

13

 

Weighted average number of shares used in calculating diluted net income per share

32,320

32,285

 

Average market price of common stock used for calculation of dilutive shares

$65.47

$71.24

 

Net income attributable to the Company per share:

Basic

$0.28

$0.90

Diluted

$0.28

$0.90

15


Index

9. Accumulated Other Comprehensive Income (AOCI)

The table below presents changes in the components of AOCI for the period December 31, 2019 to March 31, 2020:

(in thousands)

Translation

adjustments

Pension and

postretirement

liability

adjustments

Derivative

valuation

adjustment

Total Other

Comprehensive

Income

December 31, 2019

$(122,852)

$(49,994)

$(3,135)

$(175,981)

Other comprehensive income/(loss) before reclassifications, net of tax

(25,747)

792

(8,011)

(32,966)

Interest expense related to swaps reclassified to the Consolidated Statements of Income, net of tax

-

-

303

303

Pension and postretirement liability adjustments reclassified to Consolidated Statements of Income, net of tax

-

98

-

98

Net current period other comprehensive income

(25,747)

890

(7,708)

(32,565)

March 31, 2020

$(148,599)

$(49,104)

$(10,843)

$(208,546)

The table below presents changes in the components of AOCI for the period December 31, 2018 to March 31, 2019:

(in thousands)

Translation

adjustments

Pension and

postretirement

liability

adjustments

Derivative

valuation

adjustment

Total Other

Comprehensive

Income

December 31, 2018

$(115,976)

$(47,109)

$4,697

$(158,388)

Other comprehensive income/(loss) before reclassifications, net of tax

(654)

(152)

(2,514)

(3,320)

Interest expense related to swaps reclassified to the Consolidated Statements of Income, net of tax

-

-

(337)

(337)

Pension and postretirement liability adjustments reclassified to Consolidated Statements of Income, net of tax

-

11

-

11

Adjustment related to prior period change in opening valuation allowance

-

(1,346)

-

(1,346)

Net current period other comprehensive income

(654)

(1,487)

(2,851)

(4,992)

March 31, 2019

$(116,630)

$(48,596)

$1,846

$(163,380)

The components of our Accumulated Other Comprehensive Income that are reclassified to the Statement of Income relate to our pension and postretirement plans and interest rate swaps.

16


Index

The table below presents the expense/(income) amounts reclassified, and the line items of the Statement of Income that were affected for the three months ended March 31, 2020 and 2019:

Three months ended

March 31,

(in thousands)

2020

2019

Pretax Derivative valuation reclassified from Accumulated Other Comprehensive Income:

Expense/(income) related to interest rate swaps included in Income before taxes (a)

$407

$(452)

Income tax effect

(104)

115

Effect on net income due to items reclassified from Accumulated Other Comprehensive Income

$303

$(337)

 

Pretax pension and postretirement liabilities reclassified from Accumulated Other Comprehensive Income:

Amortization of prior service credit

(1,114)

(1,105)

Amortization of net actuarial loss

1,244

1,121

Total pretax amount reclassified (b)

130

16

Income tax effect

(32)

(5)

Effect on net income due to items reclassified from Accumulated Other Comprehensive Income

$98

$11

(a)

Included in Interest expense, net are payments related to the interest rate swap agreements and amortization of swap buyouts (see Notes 15 and 16).

(b)

These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 4).

10. Noncontrolling Interest

Effective October 31, 2013, Safran S.A. (Safran) acquired a 10 percent equity interest in a new Albany subsidiary, Albany Safran Composites, LLC (ASC). Under the terms of the transaction agreements, ASC will be the exclusive supplier to Safran of advanced 3D-woven composite parts for use in aircraft and rocket engines, thrust reversers and nacelles, and aircraft landing and braking systems (the “Safran Applications”). AEC may develop and supply parts other than advanced 3D-woven composite parts for all aerospace applications, as well as advanced 3D-woven composite parts for any aerospace applications that are not Safran Applications (such as airframe applications) and any non-aerospace applications.

The agreement provides Safran an option to purchase Albany’s remaining 90 percent interest upon the occurrence of certain bankruptcy or performance default events, or if Albany’s Engineered Composites business is sold to a direct competitor of Safran. The purchase price is based initially on the same valuation of ASC used to determine Safran’s 10 percent equity interest, and increases over time as LEAP production increases.

In accordance with the operating agreement, Albany received a $28 million preferred holding in ASC, which includes a preferred return based on the Company’s revolving credit agreement. The common shares of ASC are owned 90 percent by Albany and 10 percent by Safran.

17


Index

The table below presents a reconciliation of income attributable to the noncontrolling interest and noncontrolling equity in the Company’s subsidiary Albany Safran Composites, LLC:

Three months ended

March 31,

(in thousands, except percentages)

2020

2019

Net (loss)/income of Albany Safran Composites (ASC)

$(14,849)

$2,510

Less: Return attributable to the Company's preferred holding

302

328

Net (loss)/income of ASC available for common ownership

$(15,151)

$2,182

Ownership percentage of noncontrolling shareholder

10%

10%

Net (loss)/income attributable to noncontrolling interest

$(1,515)

$218

 

Noncontrolling interest, beginning of year

$4,006

$3,031

Net (loss)/income attributable to noncontrolling interest

(1,515)

218

Changes in other comprehensive income attributable to noncontrolling interest

109

(8)

Noncontrolling interest, end of interim period

$2,600

$3,241

11. Accounts Receivable

Accounts receivable includes trade receivables. In connection with certain sales in Asia, the Company accepts a bank promissory note as customer payment. The notes may be presented for payment at maturity, which is less than one year. As of March 31, 2020 and December 31, 2019, Accounts receivable consisted of the following:

(in thousands)

March 31,

2020

December 31,

2019

Trade and other accounts receivable

$197,951

$201,427

Bank promissory notes

17,063

18,563

Allowance for expected credit losses

(3,933)

(1,719)

Accounts receivable, net

$211,081

$218,271

18


Index

The Company has Noncurrent receivables in the AEC segment that represent revenue earned, which has extended payment terms. The Noncurrent receivables will be invoiced to the customer, with 2% interest, over a 10-year period starting in 2020. As of March 31, 2020 and December 31, 2019, Noncurrent receivables consisted of the following:

(in thousands)

March 31,

2020

December 31,

2019

Noncurrent receivables

$39,325

$41,234

Allowance for expected credit losses

(396)

-

Noncurrent receivables, net

$38,929

$41,234

As described in Note 1, effective January 1, 2020, the Company adopted the provisions of ASC 326, Current Expected Credit Losses (CECL). The overarching purpose of the new standard is to provide greater transparency and understanding of the Company’s credit risk. The CECL accounting update replaces the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Under the new standard, the Company recognizes an allowance for expected credit losses on financial assets measured at amortized cost, such as Accounts receivable, Contract assets and Noncurrent receivables. The allowance is determined using a CECL model that is based on an historical average three-year loss rate and is measured by financial asset type on a collective (pool) basis when similar risk characteristics exist, at an amount equal to lifetime expected credit losses. The estimate reflects the risk of loss due to credit default, even when the risk is remote, and considers available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable expected future economic conditions.

While an expected credit loss allowance is recorded at the same time the financial asset is recorded, the Company monitors financial assets for credit impairment events to assess whether there has been a significant increase in credit risk since initial recognition, and considers both quantitative and qualitative information. The risk of loss due to credit default increases when one or more events occurs that can have a detrimental impact on estimated future cash flows of that financial asset. Evidence that a financial asset is subject to greater credit risk include observable data about significant financial difficulty of the customer, a breach of contract, such as a default or past due event, or it becoming probable that the customer will enter bankruptcy or other financial reorganization, among other factors. It may not be possible to identify a single discrete event, but rather, the combined effect of several events may cause an increase in risk of loss.

The probability of default is driven by the relative financial health of our customer base and that of the industries in which we do business, as well as the broader macro-economic environment. A changing economic environment or forecasted economic scenario can lead to a different probability of default and can suggest that credit risk has changed. Such is the case with the global COVID-19 pandemic, which has increased uncertainty and poses a significant challenge to the macro-economic environment. Management believes this has increased the probability of credit default, causing the Company to increase the allowance for expected credit losses during the first quarter of 2020.

At each reporting period, the Company will recognize the amount of change in current expected credit losses as an allowance gain or loss in Selling, general, and administrative expenses in the Consolidated Statements of Income.

Financial assets are written off when the Company has no reasonable expectation of recovering the financial asset, either in its entirety, or a portion thereof. This is the case when the Company determines that the customer does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.

The following table presents the year-to-date (increases)/ decreases in the allowance for credit losses for Accounts receivable:

CECL

December 31,

transition

Currency

March 31,

(in thousands)

2019

adjustment

Charges

translation

Other

2020

Specific customer reserves

$(1,719)

$(44)

$(89)

$116

$42

$(1,694)

Incremental expected credit losses

-

(1,139)

(1,133)

38

(5)

(2,239)

Accounts receivable expected credit losses

$(1,719)

$(1,183)

$(1,222)

$154

$37

$(3,933)

The following table presents the year-to-date (increases)/decreases in the allowance for credit losses for Noncurrent receivables:

CECL

December 31,

transition

Currency

March 31,

(in thousands)

2019

adjustment

Charges

translation

Other

2020

Noncurrent receivables expected credit losses

$-

$(206)

$(201)

$11

$-

$(396)

19


Index

12. Contract Assets and Liabilities

Contract assets includes unbilled amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilized, and revenue recognized exceeds the amount billed to the customer. Contract assets are transferred to Accounts receivable, net when the entitlement to pay becomes unconditional. Contract liabilities include advance payments and billings in excess of revenue recognized. Contract liabilities are included in Accrued liabilities in the Consolidated Balance Sheets.

Contract assets and Contract liabilities are reported on the Consolidated Balance Sheets in a net position on a contract-by-contract basis at the end of each reporting period.

As of March 31, 2020 and December 31, 2019, Contract assets and Contract liabilities consisted of the following:

(in thousands)

March 31,

2020

December 31,

2019

Contract assets

$85,257

$79,070

Allowance for expected credit losses

(679)

-

Contract assets, net

$84,578

$79,070

Contract liabilities

$9,005

$5,656

Contract assets increased $5.5 million during the three-month period ended March 31, 2020. The increase was primarily due to an increase in unbilled revenue related to the satisfaction of performance obligations, in excess of the amounts billed to customers for contracts that were in a contract asset position. There were no impairment losses related to our Contract assets during the three month periods ended March 31, 2020.

As described in Notes 1 and 11, effective January 1, 2020, the Company adopted the provisions of ASC 326, Current Expected Credit Losses (CECL).

The following table presents the year-to-date (increases)/ decreases in the allowance for credit losses for Contract assets:

CECL

December 31,

transition

Currency

March 31,

(in thousands)

2019

adjustment

Charges

translation

Other

2020

Contract assets expected

credit losses

$-

$(404)

$(232)

$12

$(55)

$(679)

Contract liabilities increased $3.3 million during the three-month period ended March 31, 2020, primarily due to increased billings in excess of revenue recognized from satisfied performance obligations for contracts that were in a contract liability position. Revenue recognized for the three- month periods ended March 31, 2020 and 2019 that was included in the Contract liability balance at the beginning of the year was $1.9 million and $3.7 million, respectively.

13. Inventories

Costs included in inventories are raw materials, labor, supplies and allocable depreciation and overhead. Raw material inventories are valued on an average cost basis. Other inventory cost elements are valued at cost, using the first-in, first-out method. The Company writes down the inventories for estimated obsolescence, and to lower of cost or net realizable value based upon assumptions about future demand and market conditions. If actual demand or market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Once established, the original cost of the inventory less the related write-down represents the new cost basis of such inventories.

20


Index

As of March 31, 2020 and December 31, 2019, Inventories consisted of the following:

(in thousands)

March 31, 2020

December 31, 2019

Raw materials

$60,907

$52,960

Work in process

34,266

31,744

Finished goods

14,253

10,445

Total inventories

$109,426

$95,149

14. Goodwill and Other Intangible Assets

Goodwill and intangible assets with indefinite useful lives are not amortized, but are tested for impairment at least annually. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. Our reportable segments are consistent with our operating segments.

Determining the fair value of a reporting unit requires the use of significant estimates and assumptions, including revenue growth rates, operating margins, discount rates, and future market conditions, among others. Goodwill and other long-lived assets are reviewed for impairment whenever events, such as significant changes in the business climate, plant closures, changes in product offerings, or other circumstances indicate that the carrying amount may not be recoverable.

To determine fair value, we utilize two market-based approaches and an income approach. Under the market-based approaches, we utilize information regarding the Company, as well as publicly available industry information, to determine earnings multiples and sales multiples. Under the income approach, we determine fair value based on estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn.

In the second quarter of 2019, management performed their annual qualitative goodwill impairment test. As part of this qualitative evaluation, the Company considered earnings before interest expense, taxes, depreciation and amortization (EBITDA) and market multiples for the Machine Clothing and AEC – Salt Lake City reporting units. Based on the results of this analysis, management concluded that it was more likely than not that the fair value was in excess of the carrying value for all reporting units and that a step one of the goodwill impairment test was not considered necessary.

In the first quarter of 2020, global equity market conditions deteriorated in reaction to the COVID-19 pandemic resulting in a corresponding decrease in the Company's stock price and market capitalization. As a result, management performed assessments as to whether the fair value of reporting units was less than carrying value as of March 31, 2020 and concluded that it was more likely than not that the fair value continued to be in excess of the carrying value for all reporting units.

Management is scheduled to perform the 2020 annual goodwill impairment test during the second quarter. In the event that the Company’s market value declines further, or additional changes to the outlook for the Company’s reporting units occur, a goodwill impairment charge could be required.

21


Index

We are continuing to amortize certain patents, trade names, customer relationships, customer contracts and technology assets that have finite lives. The gross carrying value, accumulated amortization and net values of intangible assets and goodwill as of March 31, 2020 and December 31, 2019, were as follows:

As of March 31, 2020

(in thousands)

Weighted average amortization life

in years

Gross carrying amount

Accumulated amortization

Net carrying amount

 

Amortized intangible assets:

AEC Trademarks and trade names

6-15

$208

$(139)

$69

AEC Technology

10-15

6,142

(537)

5,605

AEC Intellectual property

15

1,250

(28)

1,222

AEC Customer contracts

6

17,471

(11,655)

5,816

AEC Customer relationships

8-15

51,556

(13,010)

38,546

AEC Other intangibles

5

322

(257)

65

Total amortized intangible assets

$76,949

$(25,626)

$51,323

 

Unamortized intangible assets:

MC Goodwill

$66,679

$-

$66,679

AEC Goodwill

112,687

-

112,687

Total unamortized intangible assets:

$179,366

$-

$179,366

As of December 31, 2019

(in thousands)

Weighted average amortization life

in years

Gross carrying amount

Accumulated amortization

Net carrying amount

 

Amortized intangible assets:

AEC Trademarks and trade names

6-15

$208

$(135)

$73

AEC Technology

10-15

6,191

(387)

5,804

AEC Intellectual property

15

1,250

(7)

1,243

AEC Customer contracts

6

17,471

(10,927)

6,544

AEC Customer relationships

8-15

51,255

(12,108)

39,147

AEC Other intangibles

5

322

(241)

81

Total amortized intangible assets

$76,697

$(23,805)

$52,892

 

Unamortized intangible assets:

MC Goodwill

$67,672

$-

$67,672

AEC Goodwill

113,262

-

113,262

Total unamortized intangible assets:

$180,934

$-

$180,934

22


Index

The changes in intangible assets, net and goodwill from December 31, 2019 to March 31, 2020, were as follows:

(in thousands)

December 31,

2019

Other

Changes

Amortization

Currency

Translation

March 31,

2020

 

 

 

 

 

 

Amortized intangible assets:

 

 

 

 

 

AEC Trademarks and trade names

$73

$-

$(4)

$-

$69

AEC Technology

5,804

-

(150)

(49)

5,605

AEC Intellectual property

1,243

-

(21)

-

1,222

AEC Customer contracts

6,544

-

(728)

-

5,816

AEC Customer relationships

39,147

329

(871)

(59)

38,546

AEC Other intangibles

81

-

(16)

-

65

Total amortized intangible assets

$52,892

$329

$(1,790)

$(108)

$51,323

 

 

 

 

 

 

Unamortized intangible assets:

 

 

 

 

 

MC Goodwill

$67,672

$-

$-

$(993)

$66,679

AEC Goodwill

113,262

(227)

-

(348)

112,687

Total unamortized intangible assets:

$180,934

$(227)

$-

$(1,341)

$179,366

Estimated amortization expense of intangibles for the years ending December 31, 2020 through 2024, is as follows:

Year

Annual amortization

(in thousands)

2020

$7,200

2021

7,100

2022

4,900

2023

4,200

2024

4,200

15. Financial Instruments

Long-term debt, principally to banks and noteholders, consists of:

(in thousands, except interest rates)

March 31, 2020

December 31, 2019

Revolving credit agreement with borrowings outstanding at an end of period interest rate of 3.15% in 2020 and 3.43% in 2019 (including the effect of interest rate hedging transactions, as described below), due in 2022

$491,000

$424,000

Other debt, at an average end of period rate of 5.50% in both 2020 and 2019, due in varying amounts through 2021

22

29

Long-term debt

491,022

424,029

Less: current portion

(20)

(20)

Long-term debt, net of current portion

$491,002

$424,009

23


Index

On November 7, 2017, we entered into a $685 million unsecured Five-Year Revolving Credit Facility Agreement (the “Credit Agreement”) which amended and restated the prior $550 million Agreement, entered into on April 8, 2016 (the “Prior Agreement”). Under the Credit Agreement, $491 million of borrowings were outstanding as of March 31, 2020. The applicable interest rate for borrowings was LIBOR plus a spread, based on our leverage ratio at the time of borrowing. At the time of the last borrowing on March 30, 2020, the spread was 1.375%. The spread was based on a pricing grid, which ranged from 1.250% to 1.750%, based on our leverage ratio. Based on our maximum leverage ratio and our Consolidated EBITDA, and without modification to any other credit agreements, as of March 31, 2020, we would have been able to borrow an additional $194 million under the Agreement.

The Credit Agreement contains customary terms, as well as affirmative covenants, negative covenants and events of default that are comparable to those in the Prior Agreement. The Borrowings are guaranteed by certain of the Company’s subsidiaries.

Our ability to borrow additional amounts under the Credit Agreement is conditional upon the absence of any defaults, as well as the absence of any material adverse change (as defined in the Credit Agreement).

On November 27, 2017, we terminated our interest rate swap agreements, originally entered into on May 9, 2016, that had effectively fixed the interest rate on $300 million of revolving credit borrowings, in order to enter into a new interest rate swap with a greater notional amount, and the same maturity as the Credit Agreement. We received $6.3 million when the swap agreements were terminated and that payment will be amortized into interest expense through March 2021.

On May 6, 2016, we terminated other interest rate swap agreements that had effectively fixed the interest rate on $120 million of revolving credit borrowings, in order to enter into a new interest rate swap with a greater notional amount, and the same maturity as the Credit Agreement. We paid $5.2 million to terminate the swap agreements and that cost will be amortized into interest expense through June 2020.

On November 28, 2017, we entered into interest rate swap agreements for the period December 18, 2017 through October 17, 2022. These transactions have the effect of fixing the LIBOR portion of the effective interest rate (before addition of the spread) on $350 million of indebtedness drawn under the Credit Agreement at the rate of 2.11% during the period. Under the terms of these transactions, we pay the fixed rate of 2.11% and the counterparties pay a floating rate based on the one-month LIBOR rate at each monthly calculation date, which on March 16, 2020 was .71%, during the swap period. On March 16, 2020, the all-in-rate on the $350 million of debt was 3.485%.

These interest rate swaps are accounted for as a hedge of future cash flows, as further described in Note 16. No cash collateral was received or pledged in relation to the swap agreements.

Under the Credit Agreement, we are currently required to maintain a leverage ratio (as defined in the agreement) of not greater than 3.50 to 1.00 and minimum interest coverage (as defined) of 3.00 to 1.00.

As of March 31, 2020, our leverage ratio was 1.69 to 1.00 and our interest coverage ratio was 13.82 to 1.00. We may purchase our Common Stock or pay dividends to the extent our leverage ratio remains at or below 3.50 to 1.00, and may make acquisitions with cash, provided our leverage ratio does not exceed the limits noted above.

24


Index

Indebtedness under the Credit Agreement is ranked equally in right of payment to all unsecured senior debt.

We were in compliance with all debt covenants as of March 31, 2020.

16. Fair-Value Measurements

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. Accounting principles establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Level 3 inputs are unobservable data points for the asset or liability, and include situations in which there is little, if any, market activity for the asset or liability. We had no Level 3 financial assets or liabilities at March 31, 2020, or at December 31, 2019.

The following table presents the fair-value hierarchy for our Level 1 and Level 2 financial and non-financial assets and liabilities, which are measured at fair value on a recurring basis:

March 31, 2020

December 31, 2019

Quoted

prices in

active

markets

Significant

other

observable

inputs

Quoted

prices in

active

markets

Significant

other

observable

inputs

(in thousands)

(Level 1)

(Level 2)

(Level 1)

(Level 2)

Fair Value

Assets:

Cash equivalents

$

13,039

$

-

$

16,375

$

-

Other Assets:

Common stock of unaffiliated foreign public company (a)

765

-

839

-

Interest rate swaps

Liabilities:

Other noncurrent liabilities:

Interest rate swaps

-

(15,761

)b

-

(5,518

)c

(a)

Original cost basis $0.5 million.

(b)

Net of $3.5 million receivable floating leg and $19.2 million liability fixed leg.

(c)

Net of $15.2 million receivable floating leg and $20.7 million liability fixed leg.

Cash equivalents include short-term securities that are considered to be highly liquid and easily tradable. These securities are valued using inputs observable in active markets for identical securities.

The common stock of the unaffiliated foreign public company is traded in an active market exchange. The shares are measured at fair value using closing stock prices and are recorded in the Consolidated Balance Sheets as Other assets. Changes in the fair value of the investment are reported in the Consolidated Statements of Income.

We operate our business in many regions of the world, and currency rate movements can have a significant effect on operating results. Foreign currency instruments are entered into periodically, and consist of foreign currency option contracts and forward contracts that are valued using quoted prices in active markets obtained from independent pricing sources. These instruments are measured using market foreign exchange prices and are recorded in the Consolidated Balance Sheets as Other current assets and Accounts payable, as applicable. Changes in fair value of these instruments are recorded as gains or losses within Other (income)/expense, net.

When exercised, the foreign currency instruments are net settled with the same financial institution that bought or sold them. For all positions, whether options or forward contracts, there is risk from the possible inability of the financial institution to meet the terms of the contracts and the risk of unfavorable changes in interest and currency rates, which may reduce the value of the instruments. We seek to mitigate risk by evaluating the creditworthiness of counterparties and by monitoring the currency exchange and interest rate markets while reviewing the hedging risks and contracts to ensure compliance with our internal guidelines and policies.

Changes in exchange rates can result in revaluation gains and losses that are recorded in Selling, general and administrative expenses or Other (income)/expense, net. Revaluation gains and losses occur when our business units have cash, intercompany (recorded in Other (income)/expense, net) or third-party trade (recorded in selling, general and administrative expenses) receivable or payable balances in a currency other than their local reporting (or functional) currency.

Operating results can also be affected by the translation of sales and costs, for each non-U.S. subsidiary, from the local functional currency to the U.S. dollar. The translation effect on the Consolidated Statements of Income is dependent on our net income or expense position in each non-U.S. currency in which we do business. A net income position exists when sales realized in a particular currency exceed expenses paid in that currency; a net expense position exists if the opposite is true.

25


Index

The interest rate swaps are accounted for as hedges of future cash flows. The fair value of our interest rate swaps are derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve, and is included in Other assets and/or Other noncurrent liabilities in the Consolidated Balance Sheets. Unrealized gains and losses on the swaps flow through the caption Derivative valuation adjustment in the Shareholders’ equity section of the Consolidated Balance Sheets. As of March 31, 2020, these interest rate swaps were determined to be highly effective hedges of interest rate cash flow risk. Amounts accumulated in Other comprehensive income are reclassified as Interest expense, net when the related interest payments (that is, the hedged forecasted transactions), and amortization related to the swap buyouts, affect earnings. Interest (income)/expense related to payments under the active swap agreements totaled $0.5 million for the three month period ended March 31, 2020, and ($0.3) million for the three month period ended March 31, 2019. Additionally, non-cash interest income related to the amortization of swap buyouts totaled $0.1 million for the three month period ended March 31, 2020 and $0.1 million for the three month period ended March 31, 2019.

Gains/(losses) related to changes in fair value of derivative instruments that were recognized in Other (income)/expense, net in the Consolidated Statements of Income were as follows:

Three months ended March 31,

(in thousands)

2020

2019

Derivatives not designated as hedging instruments

Foreign currency options gains/(losses)

$(64)

-

17. Contingencies

Asbestos Litigation

Albany International Corp. is a defendant in suits brought in various courts in the United States by plaintiffs who allege that they have suffered personal injury as a result of exposure to asbestos-containing paper machine clothing synthetic dryer fabrics marketed during the period from 1967 to 1976 and used in certain paper mills.

We were defending 3,691 claims as of March 31, 2020.

The following table sets forth the number of claims filed, the number of claims settled, dismissed or otherwise resolved, and the aggregate settlement amount during the periods presented:

Year ended December 31,

Opening

Number of

Claims

Claims

Dismissed,

Settled, or

Resolved

New Claims

Closing

Number of

Claims

Amounts Paid

(thousands) to

Settle or

Resolve

2015

3,821

116

86

3,791

$164

2016

3,791

148

102

3,745

758

2017

3,745

105

90

3,730

55

2018

3,730

152

106

3,684

100

2019

3,684

51

75

3,708

25

2020

3,708

36

19

3,691

$47

We anticipate that additional claims will be filed against the Company and related companies in the future, but are unable to predict the number and timing of such future claims. Due to the fact that information sufficient to meaningfully estimate a range of possible loss of a particular claim is typically not available until late in the discovery process, we do not believe a meaningful estimate can be made regarding the range of possible loss with respect to pending or future claims and therefore are unable to estimate a range of reasonably possible loss in excess of amounts already accrued for pending or future claims.

While we believe we have meritorious defenses to these claims, we have settled certain claims for amounts we consider reasonable given the facts and circumstances of each case. Our insurance carrier has defended each case and funded settlements under a standard reservation of rights. As of March 31, 2020, we had resolved, by means of settlement or dismissal, 37,833 claims. The total cost of resolving all claims was $10.4 million. Of this amount, almost 100% was paid by our insurance carrier, who has confirmed that we have approximately $140 million of remaining coverage under primary and excess policies that should be available with respect to current and future asbestos claims.

The Company’s subsidiary, Brandon Drying Fabrics, Inc. (“Brandon”), is also a separate defendant in many of the asbestos cases in which Albany is named as a defendant, despite never having manufactured any fabrics containing asbestos. While Brandon was defending against 7,710 claims as of March 31, 2020, only twelve claims have been filed against Brandon since January 1, 2012, and no settlement costs have been incurred since 2001. Brandon was acquired by the Company in 1999, and has its own insurance policies covering periods prior to 1999. Since 2004, Brandon’s insurance carriers have covered 100% of indemnification and defense costs, subject to policy limits and a standard reservation of rights.

26


Index

In some of these asbestos cases, the Company is named both as a direct defendant and as the “successor in interest” to Mount Vernon Mills (“Mount Vernon”). We acquired certain assets from Mount Vernon in 1993. Certain plaintiffs allege injury caused by asbestos-containing products alleged to have been sold by Mount Vernon many years prior to this acquisition. Mount Vernon is contractually obligated to indemnify the Company against any liability arising out of such products. We deny any liability for products sold by Mount Vernon prior to the acquisition of the Mount Vernon assets. Pursuant to its contractual indemnification obligations, Mount Vernon has assumed the defense of these claims. On this basis, we have successfully moved for dismissal in a number of actions.

We currently do not anticipate, based on currently available information, that the ultimate resolution of the aforementioned proceedings will have a material adverse effect on the financial position, results of operations, or cash flows of the Company. Although we cannot predict the number and timing of future claims, based on the foregoing factors, the trends in claims filed against us, and available insurance, we also do not currently anticipate that potential future claims will have a material adverse effect on our financial position, results of operations, or cash flows.

18. Changes in Shareholders’ Equity

The following table summarizes changes in Shareholders’ Equity for the period December 31, 2019 to March 31, 2020:

Class A

Common Stock

Class B

Common Stock

Additional paid-in capital

Retained earnings

Accumulated items of other comprehensive income

Class A

Treasury Stock

Noncontrolling Interest

Total Equity

(in thousands)

Shares

Amount

Shares

Amount

Shares

Amount

December 31, 2019

39,099

$39

1,618

$2

$432,518

$698,496

$(175,981)

8,409

$(256,391)

$4,006

$702,689

Adoption of accounting standards (a)

-

-

-

-

-

(1,443)

-

-

-

-

(1,443)

Net income

-

-

-

-

-

9,109

-

-

-

(1,515)

7,594

Compensation and benefits paid or payable in shares

13

-

-

-

(682)

-

-

-

-

-

(682)

Options exercised

-

-

-

-

-

-

-

-

-

-

-

Shares issued to Directors

-

-

-

-

-

-

-

-

-

-

-

Dividends declared

Class A Common Stock, $0.19 per share

-

-

-

-

-

(5,834)

-

-

-

-

(5,834)

Class B Common Stock, $0.19 per share

-

-

-

-

-

(307)

-

-

-

-

(307)

Cumulative translation adjustments

-

-

-

-

-

-

(25,747)

-

-

109

(25,638)

Pension and postretirement liability adjustments

-

-

-

-

-

-

(890)

-

-

-

890

Derivative valuation adjustment

-

-

-

-

-

-

(7,708)

-

-

-

(7,708)

March 31, 2020

39,112

$39

1,618

$2

$431,836

$700,021

$(208,546)

8,409

$(256,391)

$2,600

$669,561

27


Index

The following table summarizes changes in Shareholders’ Equity for the period December 31, 2018 to March 31, 2019:

<

Class A

Common Stock

Class B

Common Stock

Additional paid-in capital

Retained earnings

Accumulated items of other comprehensive income

Class A

Treasury Stock

Noncontrolling Interest

Total Equity

(in thousands)

Shares

Amount

Shares

Amount

Shares

Amount

December 31, 2018

37,450

$37

3,234

$3

$430,555

$589,645

$(158,388)

8,419

$(256,603)

$3,031

$608,280

Adoption of accounting standards (b)

-

-

-

-

-

35

-

-

-

-

35

Net income

-

-

-

-

-

29,190

-

-

-

218

29,408

Compensation and benefits paid or payable in shares

25

-

-

-

(547)

-

-

-

-

-

(547)

Options exercised

3

-

44

-

-

-

-

-

44

Shares issued to Directors

-

-

-

-

-

-