- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1993 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: 0-16214 --------------------- ALBANY INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) Registrant's telephone number, including area code 518-445-2200 Securities registered pursuant to Section 12(b) of the Act:
DELAWARE 14-0462060 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1373 BROADWAY, ALBANY, NEW YORK 12204 (Address of principal executive (Zip Code) offices) 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 _X_ No ____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /X/ The aggregate market value of Class A Common Stock held on March 8, 1994 by non-affiliates of the registrant was $509,232,549. The registrant had 24,249,169 shares of Class A Common Stock and 5,655,251 shares of Class B Common Stock outstanding as of March 8, 1994.
Title of each class Name of each exchange on which registered CLASS A COMMON STOCK NEW YORK STOCK EXCHANGE AND ($0.001 PAR VALUE) PACIFIC STOCK EXCHANGE Securities registered pursuant to Section 12(g) of the Act: NONE (Title of Class) - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE PART Registrant's Annual Report to Shareholders for the year ended December 31, 1993. II Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on May 12, 1994. III SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 24th day of March, 1994. ALBANY INTERNATIONAL CORP. by ______/s/ MICHAEL C. NAHL_____ Michael C. Nahl Principal Financial Officer Senior Vice President and Chief Financial Officer 16 EXHIBIT 13 1993 ANNUAL REPORT (filing includes additional material omitted from the Exhibit previously filed.) QUARTERLY FINANCIAL DATA (UNAUDITED) STOCK AND SHAREHOLDERS The Company's Class A Common Stock is traded principally on the New York Stock Exchange. At December 31, 1993, there were approximately 4,800 shareholders. INVESTOR INFORMATION TRANSFER AGENT, DIVIDEND DISTRIBUTION AGENT AND REGISTRAR Harris Trust and Savings Bank Post Office Box 755 111 West Monroe Street Chicago, Illinois 60690 NOTICE OF ANNUAL MEETING The Annual Meeting of the Company's shareholders will be held on Thursday, May 12, 1994 at the Company's Headquarters, 1373 Broadway, Albany, New York at 10:00 a.m. STOCK LISTING Albany International is listed on the New York Stock Exchange and the Pacific Stock Exchange (Symbol AIN). Stock tables in newspapers and financial publications list Albany International as "AlbanyInt." FORM 10-K AND OTHER INFORMATION The Company's Annual Report to the Securities and Exchange Commission on Form 10-K will be available in April. You may obtain a copy of the 10-K without charge. This report and other information concerning the Company is available by contacting the Investor Relations Department. DIVIDEND REINVESTMENT PLAN Stockholders have a convenient opportunity for automatic reinvestment of cash dividends and voluntary cash investments in the Company's stock through the Dividend Reinvestment Plan. Participating shareholders pay no service charges or brokerage commissions; all fees and commissions on shares purchased under the Plan will be paid by the Company. Shareholders interested in participating in the Plan should contact: Harris Trust and Savings Bank Dividend Reinvestment Post Office Box A-3309 Chicago, Illinois 60690-9939 or Investor Relations Dept. Albany International Corp. Post Office Box 1907 Albany, New York 12201-1907 31
(in millions except per share data) 1ST 2ND 3RD 4TH - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 1993 - ----------------------------------------------------------------------------- Net sales $ 137.1 $ 149.6 $ 125.6 $ 133.8 Gross profit 47.5 54.8 46.8 52.4 Net income .1 4.6 4.4 6.4 Net income per share .01 .17 .18 .22 Dividends per share .0875 .0875 .0875 .0875 Class A Common Stock Prices: High 16.63 17.88 19.00 19.25 Low 14.25 15.50 16.50 17.50 - ----------------------------------------------------------------------------- 1992 - ----------------------------------------------------------------------------- Net sales $ 138.0 $ 139.5 $ 142.6 $ 141.0 Gross profit 44.8 46.4 48.2 54.2 Net (loss)/income (7.3) (.5) 2.3 1.9 Net (loss)/income per share (.29) (.02) .09 .08 Dividends per share .0875 .0875 .0875 .0875 Class A Common Stock prices: High 21.25 19.00 15.25 15.63 Low 15.75 14.50 13.75 11.25 - ----------------------------------------------------------------------------- 1991 - ----------------------------------------------------------------------------- Net sales $ 133.6 $ 142.7 $ 136.2 $ 144.7 Gross profit 44.4 49.5 48.8 54.3 Net income -- 4.5 2.7 3.1 Net income per share -- .18 .10 .13 Dividends per share .0875 .0875 .0875 .0875 Class A Common Stock prices: High 16.75 17.75 20.00 19.25 Low 10.00 13.50 17.00 14.25 - ----------------------------------------------------------------------------- TEN YEAR SUMMARY 32
(in thousands, except amounts per share) 1993 1992 1991 1990 1989 1988 1987 1986 1985 1984 - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- SUMMARY OF OPERATIONS Net sales $546,120 $561,084 $557,218 $556,104 $505,474 $461,246 $402,203 $336,393 $301,830 $266,597 Cost of goods sold 344,609 367,516 360,251 359,997 300,007 267,782 237,708 198,569 174,972 152,591 Operating income (1),(2) 40,910 18,133 43,421 30,361 66,907 73,347 62,920 53,060 55,041 41,799 Interest expense, net 16,115 18,829 20,090 18,450 19,857 16,637 14,908 16,625 20,705 23,692 Income before income taxes 25,425 2,522 18,685 13,121 75,552 52,925 46,495 32,575 25,764 19,746 Income taxes 10,017 958 10,219 6,858 33,171 18,809 21,875 19,427 16,352 13,396 Income before minority interest 15,408 1,564 8,466 6,263 42,381 34,116 24,620 13,148 9,412 6,350 Net income/(loss) (3),(4) 15,524 (3,585) 10,311 7,649 44,492 36,258 25,245 14,717 11,365 8,316 Per share (5) 0.58 (0.14) 0.41 0.30 1.75 1.46 1.15 0.59 0.45 0.33 Average number of shares outstanding 26,679 25,559 25,415 25,312 25,408 24,779 21,992 24,947 25,094 25,094 Capital expenditures 30,940 20,219 40,067 110,729 82,252 58,601 40,216 23,712 24,213 18,718 Dividends declared 9,361 8,950 8,903 7,518 5,775 4,674 1,082 -- -- -- Per class A common share 0.3500 0.3500 0.3500 0.3500 0.3125 0.2625 0.0625 -- -- -- Per class B common share 0.3500 0.3500 0.3500 0.1313 -- -- -- -- -- -- FINANCIAL POSITION Current assets $264,140 $249,669 $253,924 $272,696 $242,518 $206,729 $177,421 $150,264 $130,734 $117,045 Current liabilities 97,930 109,477 103,031 104,299 98,885 84,880 86,691 69,529 54,374 45,658 Current ratio 2.7 2.3 2.5 2.6 2.4 2.4 2.0 2.2 2.4 2.6 Property, plant and equipment, net 302,829 308,618 362,456 365,558 260,907 214,807 182,232 152,669 140,866 124,636 Total assets 655,420 645,992 674,713 703,286 566,342 477,237 417,722 359,727 325,999 296,174 Long-term debt 208,620 239,732 250,423 262,042 145,493 157,833 130,745 173,041 159,809 174,182 Shareholders' equity (6) 244,468 190,700 244,427 242,683 238,584 178,248 146,036 67,135 65,662 50,393 Per share 8.18 7.44 9.59 9.57 9.26 7.10 6.01 3.06 2.62 2.01 Total capital (7) 464,565 453,498 548,436 572,656 450,866 391,410 319,027 271,426 251,571 230,830 Total debt to total capital 47.4% 57.9% 48.4% 49.5% 38.9% 48.3% 47.7% 70.4% 70.0% 76.5% Return on shareholders' equity 6.4% -1.9% 4.2% 3.2% 21.3% 22.4% 23.7% 22.2% 19.6% 16.9% NUMBER OF EMPLOYEES 5,286 5,678 5,726 6,144 6,090 5,659 5,244 5,122 5,017 4,318 (1) The Company adopted Financial Accounting Standard No. 87 "Employers' Accounting for Pensions," with respect to its U.S. retirement plans in December 1986 retroactive to January 1, 1986. The adoption of FAS 87 reduced pension cost for 1986 by $2,541,000. In 1989 the Company adopted the Standard for non-U.S. plans which reduced pension cost by $1,077,000. (2) Included in 1990 is a charge to income of $8,500,000 for an early retirement window and terminations which were part of a world wide cost containment program. (3) Included in 1987 is a charge to income for the difference between the amount accrued under Incentive Stock Unit (ISU) agreements and the appraised value of the 1,534,256 Class B Common shares which were issued to the holders of the ISU's. The amount of this charge was $2,195,000. (4) In January 1989, the Company sold its property and facilities in Halmstad, Sweden for approximately $51,000,000 in cash and notes with a resulting net gain of approximately $23,000,000. (5) In 1987, fully diluted earnings per share were $1.11. (6) During 1987 the shareholders approved two new classes of common stock, Class A and Class B and the conversion of each outstanding share of Common Stock into 16 shares of the new Class B Common Stock. The above financial data has been restated as if the recapitalization had occurred January 1, 1984. All references to net income per share and numbers of shares outstanding have been adjusted to give retroactive effect to the recapitalization. (7) 1991 and prior includes all debt, deferred taxes and other credits and shareholders' equity. Following the adoption of Financial Accounting Standard No. 109 in 1992, Total capital includes all debt and shareholders' equity.