benefit costs or credits may
occur in the future due to changes in the assumptions. The amount of annual pension plan funding and annual expense is subject to many variables,
including the investment return on pension plan assets and interest rates. Weakness in investment returns and low interest rates could result in the
need to make greater pension plan contributions in future years.
The Companys insurance coverage may be inadequate to
cover other significant risk exposures.
In addition to asbestos-related
claims, the Company may be exposed to other liabilities related to the products and services we provide. A small part of the Applied Technologies
business segment relates to designing, developing, and manufacturing components for commercial jet aircraft and defense and technology systems and
products. The Company expects this portion of the business to grow in future periods. While the Company maintains insurance for the risks associated
with this business, there can be no assurance that the amount of our insurance coverage will be adequate to cover all claims or liabilities. In
addition, there can be no assurance that insurance coverage will continue to be available to the Company in the future at a cost that is acceptable.
Any material liability not covered by insurance could have a material adverse effect on the Companys business, financial condition and results of
operations.
Item 1B. UNRESOLVED STAFF
COMMENTS
None.
Item 2. PROPERTIES
The Companys principal
manufacturing facilities are located in Australia, Brazil, Canada, China, Finland, France, Germany, Italy, Mexico, South Korea, Sweden, the United
Kingdom, and the United States. The aggregate square footage of the Companys operating facilities in the United States and Canada is
approximately 2,529,000 square feet, of which 2,352,000 square feet are owned and 177,000 square feet are leased. The Companys facilities located
outside the United States and Canada comprise approximately 2,550,000 square feet, of which 2,386,000 square feet are owned and 164,000 square feet are
leased. The Company considers these facilities to be in good condition and suitable for their purpose. The capacity associated with these facilities is
adequate to meet production levels required and anticipated through 2008.
Item 3. LEGAL
PROCEEDINGS
Albany International Corp.
(Albany) 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 products previously manufactured by Albany. Albany produced asbestos-containing paper machine
clothing synthetic dryer fabrics marketed during the period from 1967 to 1976 and used in certain paper mills. Such fabrics generally had a useful life
of three to twelve months.
Albany was defending against
18,789 claims as of February 1, 2008. This compares with 18,791 such claims as of October 19, 2007, 18,813 claims as of July 27, 2007, 19,120 claims as
of April 27, 2007, 19,388 claims as of February 16, 2007, 19,416 claims as of December 31, 2006, 19,283 claims as of October 27, 2006, 24,451 claims as
of December 31, 2005, 29,411 claims as of December 31, 2004, 28,838 claims as of December 31, 2003, 22,593 claims as of December 31, 2002, 7,347 claims
as of December 31, 2001, 1,997 claims as of December 31, 2000, and 2,276 claims as of December 31, 1999. These suits allege a variety of lung and other
diseases based on alleged exposure to products previously manufactured by Albany.
Albany anticipates that
additional claims will be filed against it and related companies in the future, but is unable to predict the number and timing of such future claims.
These suits typically involve claims against from twenty to more than two hundred defendants, and the complaints usually fail to identify the
plaintiffs work history or the nature of the plaintiffs alleged exposure to Albanys products. Pleadings and discovery responses in
those cases in which work histories have been provided indicate claimants with paper mill exposure in less than 10% of total claims reported, and only
a portion of those claimants have alleged time spent in a paper mill to which Albany is believed to have supplied asbestos-containing
products.
As of February 1, 2008,
approximately 12,611 of the claims pending against Albany are pending in Mississippi. Of these, approximately 12,031 are in federal court, at the
multidistrict litigation panel (MDL), either through
31
removal or original
jurisdiction. (In addition to the 12,031 Mississippi claims pending against the Company at the MDL, there are approximately 850 claims pending against
the Company at the MDL removed from various United States District Courts in other states.)
Previously, the MDLs
practice had been to place all nonmalignant claims on an inactive docket until such time as the plaintiff developed a malignant disease. The MDL would
also administratively dismiss, without prejudice, the claims of plaintiffs resulting from mass-screenings who had not otherwise demonstrated that they
suffered from an asbestos-related disease. Because the court continued to exercise jurisdiction over these claims, it would allow the claims to be
reinstated following the diagnosis of an asbestos-related disease. Any such administratively dismissed claims are included in the total number of
pending claims reported.
On May 31, 2007, the MDL issued a
new administrative order that required each plaintiff to provide detailed information regarding, among other things, alleged asbestos-related medical
diagnoses. The order does not require exposure information with this initial filing. The first set of plaintiffs were required to submit their filings
with the Court by August 1, 2007, with deadlines for additional sets of plaintiffs monthly thereafter until December 1, 2007, by which time all
plaintiffs were initially required to be compliant. The process remains incomplete, however, as a number of extensions have been requested and granted.
The order states that the Court may dismiss the claims of any plaintiff who fails to comply.
Because the order of the MDL does
not require the submission of alleged exposure information, the Company cannot predict if any dismissals will result from these initial filings. The
MDL will at some point begin conducting settlement conferences, at which time the plaintiffs will be required to submit short position statements
setting forth exposure information. The Company does not expect the MDL to begin the process of scheduling the settlement conference for several
months. Consequently, the Company believes that the effects of the new order will not be fully known or realized for some time.
Based on past experience,
communications from certain plaintiffs counsel, and the advice of the Companys Mississippi counsel, the Company expects the percentage of
Mississippi claimants able to demonstrate time spent in a paper mill to which Albany supplied asbestos-containing products during a period in which
Albanys asbestos-containing products were in use to be considerably lower than the total number of pending claims. However, due to the large
number of inactive claims pending in the MDL and the lack of alleged exposure information, the Company does not believe a meaningful estimate can be
made regarding the range of possible loss with respect to these remaining claims.
It is the position of Albany and
the other paper machine clothing defendants that there was insufficient exposure to asbestos from any paper machine clothing products to cause
asbestos-related injury to any plaintiff. Furthermore, asbestos contained in Albanys synthetic products was encapsulated in a resin-coated yarn
woven into the interior of the fabric, further reducing the likelihood of fiber release. While the Company believes it has meritorious defenses to
these claims, it has settled certain of these cases for amounts it considers reasonable given the facts and circumstances of each case. The
Companys insurer, Liberty Mutual, has defended each case and funded settlements under a standard reservation of rights. As of February 1, 2008,
the Company had resolved, by means of settlement or dismissal, 21,635 claims. The total cost of resolving all claims was $6,706,000. Of this amount,
$6,671,000, or 99%, was paid by the Companys insurance carrier. The Company has approximately $130 million in confirmed insurance coverage that
should be available with respect to current and future asbestos claims, as well as additional insurance coverage that it should be able to
access.
Brandon Drying Fabrics, Inc.
Brandon Drying Fabrics, Inc.
(Brandon), a subsidiary of Geschmay Corp., which is a subsidiary of the Company, is also a separate defendant in many of the asbestos cases
in which Albany is named as a defendant. Brandon was defending against 8,741 claims as of February 1, 2008. This is the same amount as last report of
October 19, 2007, and compares with 9,023 such claims as of July 27, 2007, 9,089 claims as of April 27, 2007, 9,189 claims as of February 16, 2007,
9,114 claims as of December 31, 2006, 8,992 claims as of October 27, 2006, 9,566 claims as of December 31, 2005, 9,985 claims as of December 31, 2004,
10,242 claims as of December 31, 2003, 11,802 claims as of December 31, 2002, 8,759 claims as of December 31, 2001, 3,598 claims as of December 31,
2000, and 1,887 claims as of December 31, 1999. The Company acquired Geschmay Corp., formerly
32
known as Wangner Systems
Corporation, in 1999. Brandon is a wholly-owned subsidiary of Geschmay Corp. In 1978, Brandon acquired certain assets from Abney Mills
(Abney), a South Carolina textile manufacturer. Among the assets acquired by Brandon from Abney were assets of Abneys wholly-owned
subsidiary, Brandon Sales, Inc. which had sold, among other things, dryer fabrics containing asbestos made by its parent, Abney. It is believed that
Abney ceased production of asbestos-containing fabrics prior to the 1978 transaction. Although Brandon manufactured and sold dryer fabrics under its
own name subsequent to the asset purchase, none of such fabrics contained asbestos. Under the terms of the Assets Purchase Agreement between Brandon
and Abney, Abney agreed to indemnify, defend, and hold Brandon harmless from any actions or claims on account of products manufactured by Abney and its
related corporations prior to the date of the sale, whether or not the product was sold subsequent to the date of the sale. It appears that Abney has
since been dissolved. Nevertheless, a representative of Abney has been notified of the pendency of these actions and demand has been made that it
assume the defense of these actions. Because Brandon did not manufacture asbestos-containing products, and because it does not believe that it was the
legal successor to, or otherwise responsible for obligations of Abney with respect to products manufactured by Abney, it believes it has strong
defenses to the claims that have been asserted against it. In some instances, plaintiffs have voluntarily dismissed claims against it, while in others
it has entered into what it considers to be reasonable settlements. As of February 1, 2008, Brandon has resolved, by means of settlement or dismissal,
8,825 claims for a total of $152,499. Brandons insurance carriers initially agreed to pay 88.2% of the total indemnification and defense costs
related to these proceedings, subject to the standard reservation of rights. The remaining 11.8% of the costs had been borne directly by Brandon.
During 2004, Brandons insurance carriers agreed to cover 100% of indemnification and defense costs, subject to policy limits and the standard
reservation of rights, and to reimburse Brandon for all indemnity and defense costs paid directly by Brandon related to these
proceedings.
Mount Vernon
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). The
Company 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. The Company denies 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, the Company has
successfully moved for dismissal in a number of actions.
While the Company does not
believe, based on currently available information and for the reasons stated above, that a meaningful estimate of a range of possible loss can be made
with respect to such claims, based on its understanding of the insurance policies available, how settlement amounts have been allocated to various
policies, its recent settlement experience, the absence of any judgments against the Company or Brandon, the ratio of paper mill claims to total claims
filed, and the defenses available, the Company currently does not anticipate any material liability relating to the resolution of the aforementioned
pending proceedings in excess of existing insurance limits. Consequently, the Company currently does 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 the Company cannot predict the number and timing of future claims, based on the foregoing factors and
the trends in claims against it to date, the Company does not anticipate that additional claims likely to be filed against it in the future will have a
material adverse effect on its financial position, results of operations, or cash flows. The Company is aware that litigation is inherently uncertain,
especially when the outcome is dependent primarily on determinations of factual matters to be made by juries. The Company is also aware that numerous
other defendants in asbestos cases, as well as others who claim to have knowledge and expertise on the subject, have found it difficult to anticipate
the outcome of asbestos litigation, the volume of future asbestos claims, and the anticipated settlement values of those claims. For these reasons,
there can be no assurance that the foregoing conclusions will not change.
Item 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
There were no matters submitted
during the fourth quarter of 2007 to a vote of security holders.
33
PART II
Item
5. |
|
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES |
The Companys common stock
is principally traded on the New York Stock Exchange under the symbol AIN. As of December 31, 2007, there were approximately 12,500 beneficial owners
of the Companys common stock, including employees owning shares through the Companys 401(k) defined contribution plan. The Companys
cash dividends and the high and low common stock prices per share were as follows:
Quarter Ended
|
|
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
dividends per share |
|
|
|
$ |
0.10 |
|
|
$ |
0.11 |
|
|
$ |
0.11 |
|
|
$ |
0.11 |
|
Class A
Common Stock prices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High |
|
|
|
$ |
35.98 |
|
|
$ |
42.42 |
|
|
$ |
42.10 |
|
|
$ |
39.48 |
|
Low |
|
|
|
$ |
32.10 |
|
|
$ |
36.13 |
|
|
$ |
37.23 |
|
|
$ |
34.54 |
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
dividends per share |
|
|
|
$ |
0.09 |
|
|
$ |
0.10 |
|
|
$ |
0.10 |
|
|
$ |
0.10 |
|
Class A
Common Stock prices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High |
|
|
|
$ |
38.54 |
|
|
$ |
42.39 |
|
|
$ |
42.41 |
|
|
$ |
34.10 |
|
Low |
|
|
|
$ |
33.69 |
|
|
$ |
36.15 |
|
|
$ |
31.82 |
|
|
$ |
31.20 |
|
Restrictions on dividends and
other distributions are described in Note 6 of the Consolidated Financial Statements (see Item 8).
Disclosures of securities
authorized for issuance under equity compensation plans and the performance graph are included under Item 12 of this Form 10-K.
In August 2006, the Company
announced that the Board of Directors authorized management to purchase up to 2,000,000 additional shares of its Class A Common Stock. The Boards
action authorized management to purchase shares from time to time, in the open market or otherwise, whenever it believes such purchase to be
advantageous to the Companys shareholders, and it is otherwise legally permitted to do so. Management has made no share purchases under that
authorization.
34
Item 6. SELECTED FINANCIAL
DATA
The following selected historical
financial data have been derived from the Consolidated Financial Statements of the Company (see Item 8). The data should be read in conjunction with
those financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations (see Item
7).
(in thousands, except per share amounts)
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
Summary of
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales |
|
|
|
$ |
1,092,977 |
|
|
$ |
1,011,458 |
|
|
$ |
978,710 |
|
|
$ |
919,802 |
|
|
$ |
887,943 |
|
Cost of goods
sold |
|
|
|
|
711,448 |
|
|
|
620,149 |
|
|
|
586,700 |
|
|
|
557,742 |
|
|
|
526,757 |
|
Restructuring
and other (1) |
|
|
|
|
27,625 |
|
|
|
5,936 |
|
|
|
|
|
|
|
54,058 |
|
|
|
21,751 |
|
Operating
income |
|
|
|
|
37,449 |
|
|
|
90,287 |
|
|
|
115,999 |
|
|
|
40,504 |
|
|
|
85,614 |
|
Interest
expense, net |
|
|
|
|
15,280 |
|
|
|
9,183 |
|
|
|
10,583 |
|
|
|
14,636 |
|
|
|
15,074 |
|
Income before
income taxes |
|
|
|
|
20,043 |
|
|
|
78,325 |
|
|
|
100,763 |
|
|
|
12,329 |
|
|
|
69,878 |
|
Income
taxes |
|
|
|
|
2,155 |
|
|
|
20,530 |
|
|
|
29,420 |
|
|
|
2,450 |
|
|
|
15,720 |
|
Net
income |
|
|
|
|
17,782 |
|
|
|
58,039 |
|
|
|
71,852 |
|
|
|
10,385 |
|
|
|
54,055 |
|
Basic
earnings per share |
|
|
|
|
0.60 |
|
|
|
1.95 |
|
|
|
2.25 |
|
|
|
0.32 |
|
|
|
1.64 |
|
Diluted
earnings per share |
|
|
|
|
0.60 |
|
|
|
1.92 |
|
|
|
2.22 |
|
|
|
0.31 |
|
|
|
1.61 |
|
Dividends
declared per share |
|
|
|
|
0.43 |
|
|
|
0.39 |
|
|
|
0.34 |
|
|
|
0.30 |
|
|
|
0.250 |
|
Weighted
average number of shares outstanding basic |
|
|
|
|
29,421 |
|
|
|
29,803 |
|
|
|
31,921 |
|
|
|
32,575 |
|
|
|
32,889 |
|
|
Capital
expenditures
|
|
|
|
|
149,215 |
|
|
|
84,452 |
|
|
|
43,293 |
|
|
|
57,129 |
|
|
|
51,849 |
|
|
Financial
position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
$ |
73,305 |
|
|
$ |
68,237 |
|
|
$ |
72,771 |
|
|
$ |
58,982 |
|
|
$ |
78,822 |
|
Cash
surrender value of life insurance |
|
|
|
|
43,701 |
|
|
|
41,197 |
|
|
|
37,778 |
|
|
|
34,583 |
|
|
|
32,399 |
|
Property,
plant and equipment, net |
|
|
|
|
499,540 |
|
|
|
397,521 |
|
|
|
335,446 |
|
|
|
378,170 |
|
|
|
370,280 |
|
Total
assets |
|
|
|
|
1,526,977 |
|
|
|
1,306,547 |
|
|
|
1,087,047 |
|
|
|
1,155,760 |
|
|
|
1,138,923 |
|
Current
liabilities |
|
|
|
|
238,570 |
|
|
|
195,985 |
|
|
|
175,123 |
|
|
|
209,218 |
|
|
|
178,511 |
|
Long-term
debt |
|
|
|
|
446,433 |
|
|
|
354,587 |
|
|
|
162,597 |
|
|
|
213,615 |
|
|
|
214,894 |
|
Total
noncurrent liabilities |
|
|
|
|
688,736 |
|
|
|
611,437 |
|
|
|
337,006 |
|
|
|
395,765 |
|
|
|
405,757 |
|
Total
liabilities |
|
|
|
|
927,306 |
|
|
|
807,422 |
|
|
|
512,129 |
|
|
|
604,983 |
|
|
|
584,268 |
|
Shareholders equity (2) |
|
|
|
|
599,671 |
|
|
|
499,125 |
|
|
|
574,918 |
|
|
|
550,777 |
|
|
|
554,655 |
|
(1) |
|
In 2003, 2004, 2006, and 2007 the Company recorded Restructuring
and other charges related to cost reduction initiatives. |
(2) |
|
In 2006, the Company adopted the provisions of FAS No. 158,
Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, which resulted in a $59.6 million increase in pension
liabilities and a $41.5 million decrease in shareholders equity. |
35
Item
7. |
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS |
The following Managements
Discussion and Analysis (MD&A) is intended to help the reader understand the results of operations and financial condition of the
Company. The MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the
accompanying Notes.
Overview
Albany International Corp. (the
Registrant, the Company, or we) and its subsidiaries are engaged in three business segments.
The Paper Machine Clothing
segment includes fabrics and belts used in the manufacture of paper and paperboard (PMC or paper machine clothing). The Company designs, manufactures,
and markets paper machine clothing for each section of the paper machine. It manufactures and sells more paper machine clothing worldwide than any
other company. PMC consists of large permeable and non-permeable continuous belts of custom-designed and custom-manufactured engineered fabrics that
are installed on paper machines and carry the paper stock through each stage of the paper production process. PMC products are consumable products of
technologically sophisticated design that utilize polymeric materials in a complex structure. The design and material composition of PMC can have a
considerable effect on the quality of paper products produced and the efficiency of the paper machines on which it is used. Principal products in the
PMC segment include forming, pressing and dryer fabrics, and process belts. A forming fabric assists in sheet formation and conveys the very dilute
sheet through the section. Press fabrics are designed to carry the sheet through the presses, where water pressed from the sheet is carried through the
press nip in the fabric. In the dryer section, dryer fabrics manage air movement and hold the sheet against heated cylinders to enhance drying. Process
belts are used in the press section to increase dryness and enhance sheet properties, as well as in other sections of the machine to improve
runnability and enhance sheet qualities. The Companys customers in the PMC segment are paper industry companies, some of which operate in
multiple regions of the world. The Companys manufacturing processes and distribution channels for PMC are substantially the same in each region
of the world in which it operates.
The Applied Technologies segment
includes the emerging businesses that apply the Companys core competencies in advanced textiles and materials to other industries, including
specialty materials and composite structures for aircraft and other applications (Albany Engineered Composites); fabrics, wires, and belting products
for the nonwovens and pulp industries, and industrial process belts for tannery, textile, and corrugator applications (Albany Engineered Fabrics);
specialty filtration products for wet and dry applications (Albany Filtration Technologies); and insulation for personal outerwear and home furnishings
(PrimaLoft®). No class of similar products or services within this segment accounted for 10% or more of the Companys consolidated net sales
in any of the past three years.
Albany Door Systems (ADS)
designs, manufactures, sells, and services high-speed, high-performance industrial doors worldwide, for a wide range of interior, exterior, and machine
protection industrial applications. Already a high performance door leader, ADS further expanded its market position in North America with the
second-quarter 2007 acquisition of the assets and business of R-Bac Industries, the fastest-growing high-performance door company in North America,
whose product lines are complementary to Albanys. The business segment also derives revenue from aftermarket sales and service.
Trends
The Companys primary
segment, Paper Machine Clothing, accounted for approximately 70% of consolidated revenues during 2007. Paper machine clothing is purchased primarily by
manufacturers of paper and paperboard. According to data published by RISI, Inc., world paper and paperboard production volumes have grown at an annual
rate of approximately 2.6% over the last ten years. Based on data from RISI, demand for paper is expected to grow approximately 2.9% over the next five
years. The paper and paperboard industry has been characterized by an evolving but essentially stable manufacturing technology based on the wet-forming
papermaking process. This process, of which paper machine clothing is an integral element, requires a very large capital investment. Consequently,
management does not believe that a commercially feasible substitute technology to paper machine
36
clothing is likely to be
developed and incorporated into the paper production process by paper manufacturers in the foreseeable future. For this reason, management expects that
demand for paper machine clothing will continue into the foreseeable future.
The world paper and paperboard
industry tends to be cyclical, with periods of healthy paper prices followed by increases in new capacity, which then leads to increased production and
higher inventories of paper and paperboard, followed by a period of price competition and reduced profitability among the Companys customers.
Although sales of paper machine clothing do not tend to be as cyclical, the Company may experience somewhat greater demand during periods of increased
production and somewhat reduced demand during periods of lesser production.
The world paper and paperboard
industry experienced a significant period of consolidation and rationalization from approximately 2000 through 2004. While significant consolidation
among paper and paperboard suppliers slowed after 2004, machine closures, or announcements of additional machine closures, continued during 2005, 2006
and 2007 in North America as well as Europe. During this period, a number of older, less efficient machines in areas where significant established
capacity existed were closed or were the subject of planned closure announcements, while at the same time a number of newer, faster and more efficient
machines began production or plans for the installation of such newer machines were announced in areas of growing demand for paper and paperboard (such
as Asia and South America). Management anticipates that this trend is likely to continue in the near term.
At the same time, technological
advances in paper machine clothing, while contributing to the papermaking efficiency of customers, have lengthened the useful life of many of the
Companys products and reduced the number of pieces required to produce the same volume of paper. As the Company introduces new value creating
products and services, it is often able to charge higher prices or increase market share in certain areas as a result of these improvements. However,
increased prices and share have not always been sufficient to offset completely a decrease in the number of fabrics sold.
The factors described above
result in a steady decline in the number of pieces of paper machine clothing, while the average fabric size is increasing. The net effect of these
trends is that the specific volume of paper machine clothing consumption (measured in kilograms or square meters) has been increasing at a rate of
approximately 1% per year over the past several years.
During 2006, the Company reported
that price competition in Western Europe had an adverse impact on the Companys operating results in this segment. In the third and fourth
quarters of 2006, and in the first two quarters of 2007, sales of paper machine clothing to customers in Western Europe were significantly lower than
the same quarter of the previous year. This also contributed to reduced operating income within this segment, as well as overall operating income,
during those quarters.
The Companys response to
that pricing disruption has been to initiate a deliberate, intensive three-year process of restructuring and performance improvement initiatives. In
the mature paper machine clothing markets of North America and Europe, the Company is driving for growth in market share, while the Company is
positioning itself to expand in the rapidly growing markets of Asia and South America. At the same time that the Company is adjusting its manufacturing
footprint to align with these regional markets, management is taking actions to reduce costs significantly. Additionally, the Company has reorganized
its PMC research and product development function resulting in better ability to bring value-added products to market faster.
The Applied Technologies segment
has experienced significant growth in net sales during the last few years, due both to the introduction of new products as well as growth in demand and
application for previously existing products. Sales in this segment increased 12.7% during 2007 and 14.8% during 2006, excluding the effect of changes
in currency translation rates, while operating income declined as the Company ramped-up manufacturing and engineering in the Engineered Composites
business, to meet higher order backlog. The principal challenges and opportunities in the Engineered Composites business involve managing this growth
opportunity.
The Albany Door Systems segment
derives most of its revenue from the sale of high-performance doors, particularly to customers in Europe. The purchase of these doors is normally a
capital expenditure item for customers and, as such, market opportunities tend to fluctuate with industrial capital spending. If economic conditions
weaken,
37
customers may reduce levels
of capital expenditures, which could have a negative effect on sales and earnings in the Albany Door Systems segment. The large amount of revenue
derived from sales and manufacturing outside the United States could cause the reported financial results for the Albany Door Systems segment to be
more sensitive than the other segments of the Company to changes in currency rates.
Foreign Currency
Albany International operates in
many geographic regions of the world and has more than half of its business in countries outside the United States. A substantial portion of the
Companys sales are denominated in euros or other currencies. In some locations, the profitability of transactions is affected by the fact that
sales are denominated in a currency different from the currency in which the costs to manufacture and distribute the products are denominated. As a
result, changes in the relative values of U.S. dollars, euros and other currencies affect revenues and profits as the results are translated into U.S.
dollars in the consolidated financial statements.
From time to time, the Company
enters into foreign currency or other derivative contracts in order to enhance cash flows or to mitigate volatility in the financial statements that
can be caused by changes in currency exchange rates.
Review of Operations
2007 vs. 2006
Net sales increased to $1,093.0
million in 2007, as compared to $1,011.5 million for 2006. Changes in currency translation rates had the effect of increasing net sales by $45.5
million. Net sales for 2006 were reduced by $7.6 million related to a change in contract terms with a major customer. Excluding the effect of that
change and the additional effect of changes in currency translation rates, 2007 net sales increased 2.8% as compared to 2006.
Following is a table of net sales
for each business segment and the effect of changes in currency translation rates:
|
|
|
|
Net sales as reported December 31,
|
|
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
Percent change
|
|
Impact of changes in currency
translation rates
|
|
Impact of change in contract terms
|
|
Percent change excluding contract terms
change and currency rate effects
|
Paper Machine
Clothing |
|
|
|
$ |
763,522 |
|
|
$ |
737,070 |
|
|
|
3.6 |
% |
|
$ |
26,867 |
|
|
$ |
7,586 |
|
|
|
1.1 |
% |
Applied
Technologies |
|
|
|
|
176,503 |
|
|
|
149,742 |
|
|
|
17.9 |
% |
|
|
7,790 |
|
|
|
|
|
|
|
12.7 |
% |
Albany Door
Systems |
|
|
|
|
152,952 |
|
|
|
124,646 |
|
|
|
22.7 |
% |
|
|
10,794 |
|
|
|
|
|
|
|
14.0 |
% |
Total |
|
|
|
$ |
1,092,977 |
|
|
$ |
1,011,458 |
|
|
|
8.1 |
% |
|
$ |
45,451 |
|
|
$ |
7,586 |
|
|
|
2.8 |
% |
Gross profit was 34.9% in 2007,
compared to 38.7% in 2006. The decrease is principally due to costs incurred in 2007 related to performance improvement initiatives, idle capacity
costs at plants being closed, and the effect of the European pricing disruption.
Selling, general, technical and
research (STG&R) expenses increased to $316.5 million or 29.0% of net sales in 2007, as compared to $295.1 million or 29.2% of net sales in 2006.
The increase includes $15.6 million related to performance improvement initiatives and $14.1 million related to the effect of changes in currency
translation rates.
38
Following is a table of operating
income by segment:
|
|
|
|
Years ended December 31,
|
|
(in thousands)
|
|
|
|
2007
|
|
2006
|
Operating
Income
|
|
|
|
|
|
|
|
|
|
|
Paper Machine
Clothing |
|
|
|
$ |
90,549 |
|
|
$ |
130,330 |
|
Applied
Technologies |
|
|
|
|
14,307 |
|
|
|
15,299 |
|
Albany Door
Systems |
|
|
|
|
4,933 |
|
|
|
5,931 |
|
Research
expense |
|
|
|
|
(23,337 |
) |
|
|
(21,628 |
) |
Unallocated
expenses |
|
|
|
|
(49,003 |
) |
|
|
(39,645 |
) |
Operating
income |
|
|
|
$ |
37,449 |
|
|
$ |
90,287 |
|
Beginning in the first quarter of
2007, segment operating income includes expenses associated with product engineering activities, which is consistent with a change in the
Companys internal reporting structure. These expenses were previously included in Research expense. Additionally, certain other 2006 expenses
previously included in Unallocated have been allocated to Paper Machine Clothing and Applied Technologies to conform to the current year presentation.
The following table illustrates the impact on the 2006 and 2005 segment operating income that resulted from these changes:
|
|
|
|
Years ended December 31,
|
|
|
|
|
|
2006
|
|
2005
|
|
(in thousands)
|
|
|
|
As originally Reported
|
|
Reclassification
|
|
As Adjusted
|
|
As originally Reported
|
|
Reclassification
|
|
As Adjusted
|
Operating
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paper Machine
Clothing |
|
|
|
$ |
138,895 |
|
|
$ |
(8,565 |
) |
|
$ |
130,330 |
|
|
$ |
164,986 |
|
|
$ |
(5,256 |
) |
|
$ |
159,730 |
|
Applied
Technologies |
|
|
|
|
17,398 |
|
|
|
(2,099 |
) |
|
|
15,299 |
|
|
|
20,545 |
|
|
|
(904 |
) |
|
|
19,641 |
|
Albany Door
Systems |
|
|
|
|
8,089 |
|
|
|
(2,158 |
) |
|
|
5,931 |
|
|
|
7,579 |
|
|
|
(1,882 |
) |
|
|
5,697 |
|
Research
expense |
|
|
|
|
(31,665 |
) |
|
|
10,037 |
|
|
|
(21,628 |
) |
|
|
(28,059 |
) |
|
|
8,042 |
|
|
|
(20,017 |
) |
Unallocated
expenses |
|
|
|
|
(42,430 |
) |
|
|
2,785 |
|
|
|
(39,645 |
) |
|
|
(49,052 |
) |
|
|
|
|
|
|
(49,052 |
) |
Consolidated
total |
|
|
|
$ |
90,287 |
|
|
$ |
|
|
|
$ |
90,287 |
|
|
$ |
115,999 |
|
|
$ |
|
|
|
$ |
115,999 |
|
In the third and fourth quarters
of 2006, the Company announced the initial steps in its restructuring and performance improvement plan, which resulted in costs of $53.9 million in
2007 and $6.4 million in 2006. The restructuring activities are related to an intensive effort to restore profitability in the short term, and for the
long term, lay a sustainable foundation for the Companys cash and grow strategy. The table below presents the costs by category and operating
segment. In order to conform to the current year presentation, $5.9 million of 2006 expense is included in Restructuring and other, whereas those
amounts had been reported in Selling and general expenses in previous financial reports.
|
|
|
|
Years ended December 31,
|
|
|
|
|
|
2007
|
|
2006
|
|
(in thousands)
|
|
|
|
Restructuring and other
|
|
Idle capacity costs at plants closing
|
|
Performance improvement initiatives
|
|
Total
|
|
Restructuring and other
|
|
Performance improvement initiatives
|
|
Total
|
Operating income effect of:
|
Paper Machine
Clothing |
|
|
|
$ |
(24,434 |
) |
|
$ |
(4,177 |
) |
|
$ |
(10,749 |
) |
|
$ |
(39,360 |
) |
|
$ |
(4,862 |
) |
|
$ |
(164 |
) |
|
$ |
(5,026 |
) |
Applied
Technologies |
|
|
|
|
|
|
|
|
|
|
|
|
(742 |
) |
|
|
(742 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Albany Door
Systems |
|
|
|
|
(2,164 |
) |
|
|
|
|
|
|
(1,168 |
) |
|
|
(3,332 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Research |
|
|
|
|
(308 |
) |
|
|
|
|
|
|
|
|
|
|
(308 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated |
|
|
|
|
(719 |
) |
|
|
|
|
|
|
(9,404 |
) |
|
|
(10,123 |
) |
|
|
(1,074 |
) |
|
|
(323 |
) |
|
|
(1,397 |
) |
Consolidated
total |
|
|
|
$ |
(27,625 |
) |
|
$ |
(4,177 |
) |
|
$ |
(22,063 |
) |
|
$ |
(53,865 |
) |
|
$ |
(5,936 |
) |
|
$ |
(487 |
) |
|
$ |
(6,423 |
) |
39
Operating income decreased to
$37.5 million for 2007, compared to $90.3 million for 2006. The decrease was principally due to costs associated with restructuring and performance
improvement initiatives. Idle capacity costs are included in Cost of goods sold. Costs in 2007 related to performance improvement initiatives include
charges to Cost of goods sold in the amount of $1.9 million for PMC, and $0.6 million for Applied Technologies. The remainder of the performance
improvement costs are included in selling and general expenses.
The Company expects to record a
curtailment gain of $1.1 million in the first quarter of 2008 related to restructuring activities. The Company expects additional restructuring
expenses related to actions announced prior to 2008 will not be significant.
Research expense increased $1.7
million or 7.9% in 2007, principally due to higher project expenses and wages. Unallocated expenses increased $9.4 million to $49.0 million in 2007
principally due to $7.6 million of costs associated with performance improvement initiatives, including the Companys implementation of the SAP
enterprise resource planning system.
Interest expense increased to
$16.9 million for 2007 compared to $13.1 million for 2006. The increase in 2007 reflects higher average levels of debt outstanding in 2007. Interest
income decreased from $4.0 million to $1.6 million principally due to lower levels of invested cash and cash equivalents in 2007.
Other expense, net, was $2.1
million for 2007 compared to $2.8 million for 2006. The decrease in expense is primarily due to income resulting from currency hedging activities and
the remeasurement of short-term intercompany balances at operations that held amounts denominated in currencies other than their local currencies. The
Companys currency hedging strategy is aimed at mitigating volatility in the income statement that can be caused by sharp changes in currency
exchange rates. The Company uses various derivative instruments, primarily currency forward contracts, in its currency hedging activities. Changes in
fair value of derivative instruments that are designated and qualify for hedge accounting in accordance with FAS No. 133 are reported in Other
comprehensive income, and not Other expense, net.
Income tax expense was $2.2
million in 2007 compared to $20.5 million in 2006, and the effective tax rate for the full year 2007 was 10.8% as compared to 26.2% in 2006. Income tax
expense in 2007 includes net discrete adjustments that reduced income tax by $2.7 million principally due to the effects of net operating losses in
non-U.S. subsidiaries. Income tax expense in 2006 includes net discrete adjustments that reduced income tax by $3.5 million related to changes in
estimated tax liabilities and changes in contingent tax reserves and valuation allowances.
Net income was $17.8 million for
2007, compared to $58.0 million for 2006. Basic earnings per share were $0.60 for 2007, compared to $1.95 for 2006. The decrease in 2007 was
principally due to higher costs in 2007 for restructuring and performance improvement initiatives.
Paper Machine Clothing Segment
Net sales in the Paper Machine
Clothing segment increased to $763.5 million for 2007 as compared to $737.1 million for 2006. Changes in currency translation rates had the effect of
increasing 2007 net sales by $26.9 million, while the change in contract terms with a major customer reduced 2006 net sales by $7.6 million. Excluding
the effect of changes in currency translation rates and the change in contract terms, 2007 net sales decreased 0.1% as compared to
2006.
Gross profit as a percentage of
net sales was 38.4% for 2007 compared to 41.6% for 2006. The decrease in 2007 was principally due to costs associated with performance improvement
initiatives, idle capacity costs at plants being closed, and the pricing disruption in the Western European market.
Operating income was $90.5
million for 2007, compared to $130.3 million for 2006. Segment expenses for restructuring and performance improvement initiatives increased from $5.0
million in 2006 to $39.4 million in 2007. Additionally, the change in contract terms with a major customer had the effect of reducing 2006 operating
income by $2.8 million.
Applied Technologies Segment
Net sales in the Applied
Technologies segment increased to $176.5 million in 2007 as compared to $149.7 million in 2006. Changes in currency translation rates had the effect of
increasing net sales by $7.8 million.
40
Excluding the effect of
changes in currency translation rates, 2007 net sales increased 12.7% as compared to 2006. The increase in net sales was led by strong sales
performance in Albany Engineered Composites and Albany Filtration Technologies.
Gross profit as a percentage of
net sales was 26.3% for 2007 compared to 30.8% for 2006. Operating income decreased to $14.3 million for 2007 compared to $15.3 million for 2006. The
decreases were principally due to the ramp-up of manufacturing and engineering in Albany Engineered Composites.
Albany Door Systems Segment
Net sales in the Albany Door
Systems segment increased to $153.0 million in 2007 as compared to $124.6 million in 2006. Changes in currency translation rates had the effect of
increasing net sales by $10.8 million. Excluding the effect of changes in currency translation rates, 2007 net sales increased 14.0% as compared to
2006. Sales of new products continued to accelerate and the aftermarket business in Europe also posted gains. Net sales were also increased as a result
of the R-Bac acquisition. Globally, the aftermarket service and parts for high-performance doors grew to $48.0 million in 2007, compared to $40.7
million in 2006.
Gross profit as a percentage of
net sales was 32.1% for 2007 compared to 34.3% for 2006. The decrease was principally due to higher material costs. Operating income decreased from
$5.9 million in 2006 to $4.9 million in 2007, which included restructuring costs of $2.2 million, and performance improvement costs of $1.2
million.
2006 vs. 2005
Total Company
Net sales increased to $1,011.5
million in 2006, as compared to $978.7 million for 2005. Changes in currency translation rates had the effect of increasing net sales by $9.3 million.
Net sales for 2006 were reduced by $7.6 million related to a change in contract terms with a major customer. Excluding the effect of that change and
the additional effect of changes in currency translation rates, 2006 net sales increased 3.2% as compared to 2005.
Following is a table of net sales
for each business segment and the effect of changes in currency translation rates:
|
|
|
|
Net sales as reported December 31,
|
|
(in thousands)
|
|
|
|
2006
|
|
2005
|
|
Percent change
|
|
Impact of changes in currency translation
rates
|
|
Impact of change in contract terms
|
|
Percent change excluding contract terms
change and currency rate effects
|
Paper Machine
Clothing |
|
|
|
$ |
737,070 |
|
|
$ |
732,918 |
|
|
|
0.6 |
% |
|
$ |
6,903 |
|
|
$ |
(7,586 |
) |
|
|
0.7 |
% |
Applied
Technologies |
|
|
|
|
149,742 |
|
|
|
129,303 |
|
|
|
15.8 |
% |
|
|
1,318 |
|
|
|
|
|
|
|
14.8 |
% |
Albany Door
Systems |
|
|
|
|
124,646 |
|
|
|
116,489 |
|
|
|
7.0 |
% |
|
|
1,106 |
|
|
|
|
|
|
|
6.1 |
% |
Total
|
|
|
|
$ |
1,011,458 |
|
|
$ |
978,710 |
|
|
|
3.3 |
% |
|
$ |
9,327 |
|
|
$ |
(7,586 |
) |
|
|
3.2 |
% |
Gross profit as a percentage of
net sales was 38.7% in 2006, compared to 40.1% for 2005. Gross profit was negatively affected by lower European PMC sales volume, higher materials
costs, and the continued ramp-up of manufacturing and engineering in Albany Engineered Composites.
Selling, general, technical and
research (STG&R) expenses increased to $295.1 million or 29.2% of net sales in 2006, as compared to $276.0 million or 28.2% of net sales in 2005.
The increase includes $5.4 million related to the effect of changes in currency translation rates on accounts receivable and other balances held in
currencies other than local currencies, and $2.1 million resulting from a cumulative correction related to postretirement obligations, as a result of
adopting Securities and Exchange Commission Staff Accounting Bulletin No. 108 (SAB 108). Additionally, changes in currency translation rates had the
effect of increasing 2006 STG&R expenses by $3.2 million as compared to 2005.
41
Following is a table of operating
income by segment:
|
|
|
|
Years ended December 31,
|
|
(in thousands)
|
|
|
|
2006
|
|
2005
|
Operating
Income
|
|
|
|
|
|
|
|
|
|
|
Paper Machine
Clothing |
|
|
|
$ |
130,330 |
|
|
$ |
159,730 |
|
Applied
Technologies |
|
|
|
|
15,299 |
|
|
|
19,641 |
|
Albany Door
Systems |
|
|
|
|
5,931 |
|
|
|
5,697 |
|
Research
expense |
|
|
|
|
(21,628 |
) |
|
|
(20,017 |
) |
Unallocated
expenses |
|
|
|
|
(39,645 |
) |
|
|
(49,052 |
) |
Operating
income |
|
|
|
$ |
90,287 |
|
|
$ |
115,999 |
|
Operating income decreased to
$90.3 million for 2006, compared to $116.0 million for 2005. The decrease was principally due to lower gross profit as a percentage of net sales, $5.9
million of restructuring expenses in 2006, and higher STG&R expenses.
Research expense increased $1.6
million or 8.0% in 2006, principally due to higher project expenses and wages. Unallocated expenses decreased $9.4 million to $39.6 million in 2006
principally due to $3.9 million of lower costs for incentive compensation programs, and $1.1 million of lower unallocated expenses related to cost
efficiency programs. Unallocated expenses in 2006 included the $2.1 million adjustment recorded as a result of adopting SAB 108. That incremental cost,
however, was offset by a reduction in the net periodic benefit cost of the postretirement benefit program. The net periodic benefit cost of the program
was lower in 2006 as compared to 2005 principally due to modifications made to the plan in 2005.
Interest expense increased to
$13.1 million for 2006 compared to $12.8 million for 2005. The increase in 2006 reflects higher levels of debt outstanding as a result of issuing $180
million of principal amount of 2.25% convertible notes in March 2006 as described in the Liquidity and Capital Resources section. During 2005, the
Companys interest rate swap agreements expired that had effectively fixed the interest rate on $200 million of debt to 7.17%. In October 2005,
the Company entered into a $150 million borrowing facility with an average term of 10 years that carries a fixed interest rate of 5.34%. Proceeds from
this borrowing were used to pay off the remaining balance under the Companys principal revolving credit facility, and cash was increased.
Interest income increased from $2.3 million to $4.0 million principally due to higher levels of invested cash and cash equivalents in
2006.
Other expense, net, was $2.8
million for 2006 compared to $4.7 million for 2005. The decrease in expense was primarily due to $0.6 million of lower license fee expense and an
increase in of $0.4 million in income resulting from currency hedging activities and the remeasurement of short-term intercompany balances at
operations that held amounts denominated in currencies other than their local currencies.
Income tax expense was $20.5
million in 2006 compared to $29.4 million in 2005, and the effective tax rate for the full year 2006 was 26.2% as compared to 29.2% in 2005. Income tax
expense in 2006 includes net discrete adjustments that reduced income tax by $3.5 million related to changes in estimated tax liabilities and changes
in contingent tax reserves and valuation allowances. Income tax expense in 2005 includes $3.9 million of expense related to the repatriation of
earnings outside the United States under the American Jobs Creation Act.
Net income was $58.0 million for
2006, compared to $71.9 million for 2005. Basic earnings per share were $1.95 for 2006, compared to $2.25 for 2005. The decrease in 2006 was
principally due to lower gross profit as a percentage of net sales and higher STG&R expenses.
Paper Machine Clothing Segment
Net sales in the Paper Machine
Clothing segment increased to $737.1 million for 2006 as compared to $732.9 million for 2005. Changes in currency translation rates had the effect of
increasing net sales by $6.9 million, while the change in contract terms with a major customer reduced net sales by $7.6 million. Excluding the effect
of changes in currency translation rates and the change in contract terms, 2006 net sales increased 0.7% as compared to 2005.
Net sales in the first six months
of 2006 were 3.9% higher than the same period of 2005 excluding the effect of changes in currency translation rates. In comparison to the first six
months of 2005, net sales for the first half
42
of 2006 benefited from volume
increases, product upgrades and price improvements in some regions. Excluding the effect of changes in currency translation rates, net sales in the
third quarter of 2006 were 5.6% lower than the same period of 2005 principally due to a sharp decline in PMC sales volume in Europe. The decline in
European volume resulted from shut-downs of paper machines, an industry-wide slowdown in PMC shipments, and a wider gap in PMC pricing between the
Company and its competitors. Net sales for the fourth quarter of 2006 were 1.2% lower than the same period of 2005, excluding the effect of changes in
currency translation rates and the change in contract terms with a major customer. In comparison to the third quarter of 2006, net sales in the fourth
quarter of 2006 were 5.5% higher, and European sales volume improved. For the full year, the increase in net sales that resulted from price
improvements offset the effect of the reduction in sales volume.
Gross profit as a percentage of
net sales was 41.6% for 2006 compared to 43.6% for 2005. The decrease in 2006 was principally due to the factors affecting the European market and
higher materials costs, which were impacted by increases in petroleum prices.
Operating income was $130.3
million for 2006, compared to $159.7 million for 2005. In addition to decreases resulting from the lower gross profit percentage, this segment had
increased expense in 2006 of $5.1 million resulting from the effect of changes in currency translation rates on accounts receivable and other balances
held in currencies other than local currencies. Additionally, the change in contract terms with a major customer had the effect of reducing 2006
operating income by $2.8 million.
Applied Technologies Segment
Net sales in the Applied
Technologies segment increased to $149.7 million in 2006 as compared to $129.3 million for 2005. Changes in currency translation rates had the effect
of increasing net sales by $1.3 million. Excluding the effect of changes in currency translation rates, 2006 net sales increased 14.8% as compared to
2005. The increase in net sales was led by strong sales performance in Albany Engineered Fabrics, Albany Engineered Composites and Industrial Process
Belts. In 2006, the Company acquired Texas Composite Inc. and acquired certain assets of Aztex, Inc. Both of these companies were integrated into
Albany Engineered Composites.
Gross profit as a percentage of
net sales was 30.8% for 2006 compared to 35.4% for 2005. Operating income decreased to $15.3 million for 2006 compared to $19.6 million for 2005. The
decreases were principally due to the ramp-up of manufacturing and engineering in Albany Engineered Composites.
Albany Door Systems Segment
Net sales in the Albany Door
Systems segment increased to $124.6 million in 2006 as compared to $116.5 million for 2005. Changes in currency translation rates had the effect of
increasing net sales by $1.1 million. Excluding the effect of changes in currency translation rates, 2006 net sales increased 6.1% as compared to 2005.
Sales of new products continued to accelerate and the aftermarket business in Europe also posted gains. Globally, the aftermarket service and parts for
high-performance doors grew to $40.7 million in 2006, compared to $37.5 million in 2005.
Gross profit as a percentage of
net sales was 34.3% for 2006 compared to 33.8% for 2005. Operating income increased from $5.7 million in 2005 to $5.9 million in 2006. The improvement
was principally due to higher sales.
International Activities
The Company conducts more than
half of its business in countries outside of the United States. As a result, the Company experiences transaction and translation gains and losses
because of currency fluctuations. The Company periodically enters into foreign currency contracts to hedge this exposure (see Notes 6, 10 and 14 of
Notes to Consolidated Financial Statements). The Company believes that the risks associated with its operations and locations outside the United States
are not other than those normally associated with operations in such locations.
Liquidity and Capital Resources
The Company finances its business
activities primarily with cash generated from operations and borrowings, primarily under $180 million of 2.25% convertible notes issued in March 2006,
$150 million of 5.34% long-term indebtedness to Prudential Capital Group issued in October 2005, and its revolving credit agreement as
described
43
in Notes to Consolidated
Financial Statements. Company subsidiaries outside of the United States may also maintain working capital lines with local banks, but borrowings under
such local facilities tend not to be significant.
Net cash provided by operating
activities was $81.3 million in 2007, compared with $52.0 million in 2006, and $122.4 million for 2005. In September 2006, the Company terminated its
accounts receivable securitization program, resulting in an increase in accounts receivable of $58.1 million, and a decrease in the related note
receivable of $17.3 million, for a net reduction in cash flow of $40.8 million in 2006. The Company terminated the program because it was able to
obtain more favorable financing terms under its revolving credit agreement.
Excluding the effect of changes
in currency translation rates and business acquisitions, inventories increased $8.6 million in 2007, $19.0 million in 2006, and $17.2 million in 2005.
The increase in inventories is partially due to building product coverage for certain customers. Contributions to the United States pension plan
amounted to $10 million in 2007, $20 million in 2006, and $10 million in 2005. Accounts payable increased significantly from 2006 to 2007 principally
due to capital expenditures incurred close to year-end 2007. Depreciation and amortization expense totaled $62.5 million in 2007, $59.5 million in
2006, and $55.4 million in 2005.
Cash payments for restructuring
expenses amounted to $16.6 million in 2007 and $2.7 million in 2006. As of December 31, 2007, the Company has accrued restructuring liabilities of
$10.7 million, which is expected to be substantially paid in 2008.
Including discrete income tax
items, the effective tax rate for the full year 2007 was 10.8%, compared to 26.2% in 2006 and 29.2% in 2005. The Company currently anticipates its
consolidated tax rate in 2008 will not exceed 25% before any discrete items, although there can be no assurance that this will not
change.
The Companys order backlog
at December 31, 2007, was $547.8 million, an increase of 4.4% from the prior year-end. Excluding the effect of changes in currency translation rates,
backlog decreased approximately 1.5% in comparison to December 31, 2006. The December 31, 2007 backlog by segment was $442.8 million in PMC, $84.9
million in Applied Technologies, and $20.1 million in Albany Doors. The backlog as of December 31, 2007 is generally expected to be invoiced during the
next 12 months.
Under Trends,
management discussed certain recent trends in its paper machine clothing segment that have had a negative impact on demand for the Companys
products within that segment, as well as its strategy for addressing these trends. Management also discussed pricing competition within this segment
and the negative effect of such competition on segment sales and earnings. If these trends continue or intensify, and if managements strategy for
addressing them should prove inadequate, the Companys operating cash flow could be adversely affected. In any event, although historical cash
flows may not, for all of these reasons, necessarily be indicative of future cash flows, the Company expects to continue to be able to generate
substantial cash from sales of its products and services in future periods.
In October 2005, the Company
closed on a $150 million borrowing from Prudential Capital Group. The principal is due in three installments of $50 million each in 2013, 2015, and
2017 (an average life of 10 years), and the interest rate is fixed at 5.34 percent. Proceeds from the borrowing were used to pay down all $127 million
of floating-rate indebtedness at the time outstanding under the Companys existing credit facility. The covenants under this agreement are
effectively the same as under the Companys revolving credit agreement.
In March 2006, the Company issued
$180 million principal amount of 2.25% convertible notes. The notes are convertible upon the occurrence of specified events and at any time on or after
February 15, 2013, into cash up to the principal amount of notes converted and shares of the Companys Class A common stock with respect to the
remainder, if any, of the Companys conversion obligation at an initial conversion rate of 22.462 shares per $1,000 principal amount of notes
(equivalent to an initial conversion price of $44.52 per share of Class A common stock).
In connection with the offering,
the Company entered into convertible note hedge and warrant transactions with respect to its Class A common stock at a net cost of $14.7 million. These
transactions are intended to reduce the potential dilution upon conversion of the notes by providing the Company with the option, subject to certain
exceptions, to acquire shares that offset the delivery of newly issued shares upon conversion of the notes.
On April 14, 2006, the Company
entered into a new $460 million five-year revolving credit agreement, under which $116 million was outstanding as of December 31, 2007. The agreement
replaced a similar $460 million
44
revolving credit facility.
Under the terms of the new agreement, commitment fees on the unused portion of the facility were reduced from 0.25% to 0.09% and the term was extended
from 2009 to 2011. The applicable interest rate for borrowings under the new agreement, as well as under the old agreement, is LIBOR plus a spread,
based on the Companys leverage ratio at the time of borrowing. As of December 31, 2007, the interest rate under this agreement was 5.88%. Spreads
under the new agreement are 15 to 50 basis points lower than under the old agreement. The new agreement includes covenants similar to the old
agreement, which could limit the Companys ability to purchase Common Stock, pay dividends, or acquire other companies or dispose of its assets.
The Company is also required to maintain a leverage ratio of not greater than 3.50 to 1.00 and a minimum interest coverage of at least 3.00 to 1.00. As
of December 31, 2007, the Companys leverage ratio under the agreement was 2.45 to 1.00 and the interest coverage ratio was 8.74 to 1.00. The
Company may purchase its Common Stock or pay dividends to the extent its leverage ratio remains at or below 3.50 to 1.00, and may make acquisitions
provided its leverage ratio would not exceed 3.50 to 1.00 after giving pro forma effect to the acquisition. The Companys 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.
Based on the maximum leverage ratio and the Companys consolidated EBITDA (as defined in the agreement), as of December 31, 2007, the Company
would have been able to borrow an additional $147.1 million under the loan agreement.
On December 10, 2007, the Company
and Bank of America entered into a US dollar-to-euro cross-currency and interest rate swap agreement with a notional value of $150,000,000. The Company
has designed the swap to be an effective hedge of its euro net asset exposure relating to European operations. Under the swap agreement, the Company
has notionally exchanged $150,000,000 at a fixed interest rate of 5.34% for euro 101,950,700 at a fixed interest rate of 5.28%. The exchange was
executed at an exchange rate of 1.4713 US dollars per euro. The majority of the cash flows in the swap agreement are aligned with the Companys
principal and interest payment obligations on its $150,000,000 Prudential Agreement. The final maturity of the swap matches the final maturity of the
Prudential Agreement.
The Companys swap agreement
qualifies as a hedge of net investments in foreign operations under the provisions of FAS No. 133, Accounting for Derivative Instruments and
Hedging Activities. Under FAS No. 133, changes in fair value of derivatives that qualify as hedges are recorded in shareholders equity, net
of tax, in the caption Derivative valuation adjustment. As of December 31, 2007, the change in fair value of the swap agreement was
$2,566,000, which was recorded in other assets. Of the $2,566,000 amount, $1,001,000 was included in noncurrent liabilities for applicable taxes and
the remaining $1,565,000 was included in shareholders equity.
The Company is the owner and
beneficiary of life insurance policies on certain present and former employees. The Company reports the cash surrender value of life insurance, net of
any outstanding loans, as a separate noncurrent asset. The year-end cash surrender value of life insurance policies was $43.7 million in 2007, $41.2
million in 2006, and $37.8 million in 2005. The rate of return on the policies varies with market conditions and was approximately 6.3% in 2007, 2006
and 2005. The Company may convert the cash surrender value of these policies to cash at any time, by either surrendering the policies or borrowing
against the cash value of the policies.
Capital expenditures were $149.2
million in 2007, $84.5 million in 2006, and $43.3 million in 2005. The increases in capital expenditures in 2006 and 2007 are principally due to the
PMC strategic investment program announced in January 2006. Capital expenditures in the PMC segment amounted to $117.5 million in 2007 and $73.5
million in 2006. The Company expects 2008 capital spending to be approximately $140 million, including approximately $110 to $120 million in the PMC
segment and $25 to $30 million for the Engineered Composites business. Capital spending in 2009 is expected to be $100 million, and will substantially
complete the previously announced PMC expansion. Beyond 2008, the Company expects annual capital spending to be approximately $65 million, including
approximately $35 to $40 million in the PMC segment. Full-year depreciation was $57.4 million and amortization was $5.1 million in 2007, and they are
expected to be approximately $68 million and $7 million, respectively, in 2008. Without additional acquisitions or significant capital expenditures,
management expects that free cash flow (net cash flow from operations, less capital expenditures and dividends declared) will become positive late in
2008 and could increase substantially in 2009 and 2010.
Cash dividends per share
increased from $0.34 in 2005, to $0.39 in 2006, to $0.43 in 2007. Accrued dividends as of December 31, 2007 and 2006 were $3.3 million and $2.9
million, respectively. Dividends have been declared each quarter since the fourth quarter of 2001. Decisions with respect to whether a dividend will be
paid, and the
45
amount of the dividend, are
made by the Board of Directors each quarter. To the extent the Board declares cash dividends in the future, the Company would expect to pay such
dividends out of operating cash flow. Future cash dividends will be dependent on debt covenants and on the Boards assessment of the
Companys ability to generate sufficient cash flows.
In December 2005, the Board of
Directors increased the number of shares of the Companys Class A Common Stock that could be purchased to 3.5 million. During the first 6 months
of 2006, the Company purchased 3.5 million shares under this authorization for a total cost of $131.5 million. In August 2006, the Company announced
that the Board of Directors authorized management to purchase up to 2 million additional shares of its Class A Common Stock. The Boards action
authorizes management to purchase shares from time to time, in the open market or otherwise, whenever it believes such purchase to be advantageous to
the Companys shareholders, and it is otherwise legally permitted to do so. As of December 31, 2007, no share purchases had been made under the
2006 authorization.
As of December 31, 2007, the
Company had the following cash flow obligations:
|
|
|
|
Payments Due by Period
|
|
(in millions)
|
|
|
|
Total
|
|
Less than one year
|
|
One to three years
|
|
Three to five years
|
|
After five years
|
Total debt
|
|
|
|
$ |
479.6 |
|
|
$ |
33.2 |
|
|
$ |
0.3 |
|
|
$ |
116.0 |
|
|
$ |
330.1 |
|
Interest
payments (a) |
|
|
|
|
110.1 |
|
|
|
20.7 |
|
|
|
38.2 |
|
|
|
26.2 |
|
|
|
25.0 |
|
Pension plan
contributions (b) |
|
|
|
|
19.6 |
|
|
|
19.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
postretirement benefits (c) |
|
|
|
|
34.0 |
|
|
|
5.8 |
|
|
|
13.0 |
|
|
|
15.2 |
|
|
|
|
|
Restructuring
accruals |
|
|
|
|
10.7 |
|
|
|
10.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
noncurrent liabilities (d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
leases |
|
|
|
|
17.2 |
|
|
|
9.4 |
|
|
|
6.8 |
|
|
|
0.7 |
|
|
|
0.3 |
|
|
|
|
|
$ |
671.2 |
|
|
$ |
99.4 |
|
|
$ |
58.3 |
|
|
$ |
158.1 |
|
|
$ |
355.4 |
|
(a) |
|
The terms of variable-rate debt arrangements, including interest
rates and maturities, are included in Note 6 of Notes to Consolidated Financial Statements. The interest payments are based on the assumption that the
Company maintains $116,000,000 of variable rate debt until the April 2006 credit agreement matures on April 14, 2011 and no changes in variable
interest rates occur. |
(b) |
|
The Companys largest pension plan is in the United States.
Although no contributions are currently required, the Companys planned contribution of $10,000,000 in 2008 is included in this schedule and,
additionally, $9,600,000 is included for plans outside of the United States. The amount of contributions after 2008 is subject to many variables,
including return of pension plan assets, interest rates, and tax and employee benefit laws. Therefore, contributions beyond 2008 are not included in
this schedule. |
(c) |
|
Estimated payments for Other postretirement benefits for the
next five years are based on the assumption that employer cash payments will increase by 8% after 2008. No estimate of the payments after five years
has been provided due to many uncertainties. |
(d) |
|
Estimated payments for deferred compensation, taxes payable, and
other noncurrent liabilities are not included in this table due to the uncertain timing of the ultimate cash settlement. |
The foregoing table should not be
deemed to represent all of the Companys future cash requirements, which will vary based on the Companys future needs. While the cash
required to satisfy the obligations set forth in the table is reasonably determinable in advance, many other cash needs, such as raw materials costs,
payroll and taxes, are dependent on future events and are harder to predict. In addition, while the contingencies described in Note 7 of Notes to
Consolidated Financial Statements are not currently anticipated to have a material adverse effect on the Company, there can be no assurance that this
will be the case. Subject to the foregoing, the Company currently expects that cash from operations and the other sources of liquidity described above
will be sufficient to enable it to meet the foregoing cash obligations, as well as to meet its other cash requirements.
46
Recent Accounting Pronouncements
In February 2006, the FASB issued
FAS No. 155, Accounting for Certain Hybrid Financial Instruments, an amendment of FASB statements No. 133 and 140 (FAS No. 155). This
Standard resolves and clarifies the accounting and reporting for certain financial instruments, including hybrid financial instruments with embedded
derivatives, interest-only strips, and securitized financial instruments. FAS No. 155 is effective for all financial instruments acquired or issued
after the beginning of an entitys first fiscal year that begins after September 15, 2006. The Companys adoption of this Standard on January
1, 2007 did not have a material effect on its financial statements.
In March 2006, the FASB issued
FAS No. 156. Accounting for Servicing of Financial Assets, an amendment of FAS No. 140. This Standard amends the accounting treatment with
respect to separately recognized servicing assets and servicing liabilities, and is effective for fiscal years beginning after September 15, 2006. The
Companys adoption of this Standard on January 1, 2007 did not have a material effect on its financial statements.
In June 2006, the FASB issued
Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FAS No. 109 (FIN 48). This interpretation clarifies
the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the
financial statements. FIN 48 also provides guidance on derecognizing, measurement, classification, interest and penalties, accounting in interim
periods, disclosure and transition. The Companys adoption of this interpretation on January 1, 2007 resulted in an increase in liabilities and a
decrease in retained earnings of $2,491,000.
In September 2006, the FASB
issued FAS No.157, Fair Value Measurements. FAS No. 157 clarifies the principle that fair value should be based on the assumptions market
participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those
assumptions. Under the Standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. FAS No. 157 is
effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, with early
adoption permitted. The Company does not expect the adoption of FAS No. 157 to have a material effect on its financial statements.
In February 2007, the FASB issued
FAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115.
FAS No. 159 provides companies with a choice to measure certain financial assets and liabilities at fair value that are not currently required to be
measured at fair value (the Fair Value Option). Election of the Fair Value Option is made on an instrument-by-instrument basis and is
irrevocable. At the adoption date, unrealized gains and losses on financial assets and liabilities for which the Fair Value Option has been elected
would be reported as a cumulative adjustment to beginning retained earnings. The Fair Value Option for certain financial assets and liabilities
requires that unrealized gains and losses, due to changes in their fair value, be reported in earnings at each subsequent reporting date. FAS No. 159
is effective as of January 1, 2008. The Company does not expect the adoption of FAS No. 159 to have a material effect on its financial
statements.
In December 2007, the FASB issued
FAS No. 141 (revised 2007), Business combinations (FAS 141R), which replaces FAS 141. FAS 141R establishes principles and requirements for
how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities
assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and
determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business
combination. FAS 141R is to be applied prospectively to business combinations for which the acquisition date is on or after a companys fiscal
year that begins after December 15, 2008. The Company does not expect the adoption of FAS No. 141R to have a material effect on its financial
statements.
Also in December 2007, the FASB
issued FAS No. 160 Noncontrolling Interests in Consolidated Financial Statements an amendment to ARB No. 51. FAS 160 establishes
accounting and reporting standards that require the ownership interest in subsidiaries held by parties other than the parent be clearly identified and
presented in the consolidated balance sheets within equity, but separate from the parents equity; the amount of consolidated net income
attributable to the parent and the noncontrolling interest be clearly identified and presented on the face
47
of the consolidated statement
of earnings; and changes in a parents ownership interest while the parent retains its controlling financial interest in its subsidiary be
accounted for consistently. This statement is effective for fiscal years beginning on or after December 15, 2008. The Company does not expect the
adoption of FAS No. 160 to have a material effect on its financial statements.
Critical Accounting Policies and
Assumptions
The following should be read in
conjunction with the Consolidated Financial Statements and Notes thereto.
The Companys discussion and
analysis of its financial condition and results of operations are based on the Companys consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of these financial
statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities.
The Company records sales when
persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed, and collectibility is reasonably assured. The timing
of revenue recognition is dependent upon the contractual arrangement between the Company and its customers. These arrangements, which may include
provisions for transfer of title and guarantees of workmanship, are specific to each customer. Sales contracts in the Albany Door Systems segment may
include product and installation services. For these sales, the Company applies the provisions of EITF 00-21, Revenue Arrangements with Multiple
Deliverables. The Companys contracts that include product and installation services generally do not qualify as separate units of
accounting and, accordingly, revenue for the entire contract value is recognized upon completion of installation services. The Company limits the
concentration of credit risk in receivables by closely monitoring credit and collection policies. The Company records allowances for sales returns as a
deduction in the computation of net sales. Such provisions are recorded on the basis of written communication with customers and/or historical
experience.
The Company maintains allowances
for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the
Companys customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be
required.
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. The Company performs a test for goodwill impairment at least annually.
The determination of whether these assets are impaired involves significant judgments based on short and long-term projections of future performance.
Changes in strategy and/or market conditions may result in adjustments to recorded asset balances.
The Company has investments in
other companies that are accounted for under either the cost method or equity method of accounting. Investments accounted for under the equity method
are included in Investments in associated companies. The Company performs regular reviews of the financial condition of the investees to determine if
its investment is impaired. If the financial condition of the investees were to no longer support their valuations, the Company would record an
impairment provision.
The Company has pension and
postretirement benefit costs and liabilities that are developed from actuarial valuations. Inherent in these valuations are key assumptions, including
discount rates and expected return on plan assets, which are updated on an annual basis. The Company is required to consider current market conditions,
including changes in interest rates, in making these assumptions. Changes in the related pension and postretirement benefit costs or credits may occur
in the future due to changes in the assumptions. The amount of annual pension plan funding and annual expense is subject to many variables, including
the investment return on pension plan assets and interest rates. Assumptions used for determining pension plan liabilities and expenses are evaluated
and updated at least annually. The largest benefit plans are the U.S. pension plan and the U.S. postretirement benefits plan, which account for 41% and
21% of the total company benefit obligations. Discount rate assumptions are based on the population of plan participants and a mixture of high-quality
fixed income investments for which the average maturity approximates the average remaining service period of plan participants. The largest portion of
pension plan assets (35% for the U.S. plan and 74% for non-U.S. plans) was invested in equities. The assumption for
48
expected return on plan
assets is based on historical and expected returns on various categories of plan assets. The U.S. plan accounts for 64% of the total consolidated
pension plan assets. The actual return on assets in the U.S. pension plan for 2007 was 188% of the total assumed return. For the U.S. pension plan,
2007 pension expense was determined using the 1983 Group Annuity Mortality table. The benefit obligation as of September 30, 2007 was calculated using
the RP-2000 Combined Healthy Mortality Table projected to 2015 using Scale AA with phase-out and without collar adjustment. Weakness in investment
returns and low interest rates, or deviations in results from other assumptions, could result in the Company making equal or greater pension plan
contributions in future years, as compared to 2007. Including anticipated contributions for all pension plans, the Company estimates that contributions
will amount to approximately $19.6 million. Actual contributions for 2007 totaled $20.8 million. The Company adopted the provisions of FAS No. 158 in
the fourth quarter of 2006. resulting in an increase of $23.7 million in noncurrent deferred tax assets, a decrease of $5.6 million in intangible
assets, an increase of $59.6 million in pension liabilities, and an increase of $41.5 million in accumulated other comprehensive
losses.
The Company records deferred
income tax assets and liabilities for the tax consequences of differences between financial statement and tax bases of existing assets and liabilities.
A tax valuation allowance is established, as needed, to reduce net deferred tax assets to the amount expected to be realized. In the event it becomes
more likely than not that some or all of the deferred tax asset allowances will not be needed, the valuation allowance will be
adjusted.
The Company has contingent
liabilities for litigation, claims and assessments that result from the ordinary course of business. These matters are more fully described in Notes to
the Consolidated Financial Statements.
Outlook
The Company began 2007 with two
tightly connected objectives: for the short term, restore profits to the levels experienced before the 2006 pricing disruption in the Western European
PMC market, and for the long term, lay a sustainable foundation for the Companys cash and grow strategy. By the end of 2007, both objectives had
been substantially achieved.
Management responded to the 2006
pricing disruption by initiating, in the third quarter of 2006, a deliberate, intensive three-year process of restructuring and performance-improvement
initiatives. By late 2009, the Company will have streamlined its manufacturing footprint in Europe and North America, and expanded it dramatically in
South America and Asia; reshaped and strengthened virtually every function in every business unit in every region of the world; and fully implemented a
shared services center in Europe, a unified, comprehensive ERP system, and a global procurement organization. This transformation process is on
schedule, contributed to improved profitability in the fourth quarter of 2007, and is a major reason that management remains optimistic about the
prospects for strong cash flow generation in 2009. The Company expects that total recurring, annual savings from all of the initiatives taken or
announced since the third quarter of 2006 will be at least $1.20 per share, of which $0.50 per share was realized by the end of 2007; the remaining
savings will be fully realized beginning in the first quarter of 2008. Additionally, the Company announced the intention to shut down its forming plant
in Montgomery, Alabama. The amount and timing of restructuring, idle-capacity, and other expenses associated with that shutdown have not yet been
determined.
The top-line performance in 2007
was influenced by all of the now familiar trends: sales growth in Asia and South America, fueled by rapidly growing markets; lower sales in North
America, with the continuing shrinkage of the number of paper machines partially offset by market share gains resulting from superior performance in
the field; and higher sales in Europe, with the lower prices resulting from the 2006 disruption more than offset by growth in volume.
During 2007, management did not
see any significant change in the underlying forces at work in the PMC market. The emerging markets in Asia and South America continue to grow, while
the mature markets in North America and Western Europe continue to face top-line pressure from the shrinking number of paper machines and continuing
threat of competitive price pressure. This means that sustained growth in profit and cash generation in the Companys core business will be driven
not as it has been in the past by market growth in the traditional markets, but by performance-based market share gains in those markets, growth in
Asia and South America, and fundamentally lower costs. This is precisely what drove PMC performance in the fourth quarter of 2007, and management
expects more of the same in 2008.
49
On the surface, Albany Engineered
Composites (AEC) business (included in the Applied Technologies segment), performed poorly in 2007, with an operating loss including R&D of $7.1
million ($0.18 per share). But underneath the surface, management sees encouraging signs of progress, both in the steps being taken to turn the corner
on profitability, and in increasing visibility about the long-term growth potential of the business. The poor bottom-line performance stems from the
combination of the inefficiencies that accompany steep ramp-ups in production in a still-small business, coupled with rapidly escalating expenditures
in R&D and engineering. In the fourth quarter of 2007, and again at the start of 2008, management began to see sustained improvement in the
performance parameters that drive production efficiency. As a result, management expects that AEC should turn profitable in the second half of
2008.
With each passing quarter,
management develops a firmer appreciation of the growth potential of this business. In 2006, management estimated that AEC had the potential for at
least 25 percent per annum growth for the next five years. Given the 2007 AEC sales of $30.5 million, this would make AEC a potential $150 million
business by the middle of the next decade. With an additional year of experience, management now views that estimate as overly conservative. In 2007,
net sales grew 31.1 percent compared to 2006. For the next five years, management believes AEC has the potential to grow at least 35 percent per annum.
But more importantly, management now believes AEC has the potential, and it is important to underscore the word potential, to be
significantly larger than the $150 million enterprise that was envisioned a year ago, and to become a second core business of the
Company.
According to independent
estimates, the total aerospace composites market will grow from about $5 billion in 2008 to about $25 billion in 2016. Of that $25 billion market,
about $3 billion is addressable by AECs unique technology, and a total of $13 billion is addressable by a combination of AECs unique
capabilities and its more conventional composites capability.
The aerospace composites market
is being shaped by two major waves of growth: the current wave, just beginning, is being driven by the new generation of long-haul aircraft, the Boeing
787 and the Airbus A380. Except for the landing gear braces that the Company is developing with Messier-Dowty and one other relatively small project,
AEC is not participating in the 787 wave, as AEC started up far too late to participate in the critical development projects. Much of the short-term
AEC growth results from participation on smaller platforms that have already been certified and are in production, like the Eclipse
VLJ.
The second wave of growth, which
is expected to hit early to mid-next decade, is driven by the next-generation single-aisle aircraft, the successor aircraft to the Boeing 737 and
Airbus A320. For these platforms, the Companys timing is excellent. The Company has made good progress on positioning AEC to be a supplier of
parts for the next-generation engines for these new short-haul aircraft, and management is increasingly hopeful of participating in airframe
applications as well. It is this second wave of growth opportunities that is driving the Companys rapidly increasing expenditures in R&D and
engineering; and it will be AECs performance in pursuit of the development opportunities created by this second wave that will dictate whether,
by the end of this decade, management is viewing AEC as a healthy and important part of the Albany portfolio of businesses, or as something altogether
more significant than that. It is too early to tell, but management is encouraged by the progress we made in 2007 in the pursuit of second-wave
development contracts and partnerships.
As for the rest of the Applied
Technologies segment, sales grew by 15.4 percent in 2007. The strong top-line performance was driven by growth in the power generation filtration
business in China. Another highlight of the quarter was the successful start-up of the Companys new Engineered Fabrics plant in Kaukauna,
Wisconsin. As management looks to the prospects of this segment in 2008 and beyond, the key is the potential for sustained profitability and cash
generation. For example, the Engineered Fabrics business, which has the mission of applying permeable belts technology to process industries outside of
the paper industry, has growth potential of about 5 percent per year, and profit and cash generation potential comparable to PMC in its steady
state.
Sales in the Albany Door Systems
segment grew by 22.7 percent compared to 2006, and reflecting the efforts to improve profits, operating income before restructuring and costs
associated with performance improvement initiatives improved by 39.4%. The results were driven by across-the-board top-line strength, in both product
and aftermarket, and in each region of the world. In 2008, management expects continued progress in the European aftermarket; growing momentum in North
America, as the consolidation of operations and product lines with R-Bac
50
is completed; and progress in
laying the foundation for growth in China, where the Company is now establishing a stand-alone manufacturing facility that will produce the
Companys full range of products. It is important to note that this is not a capital intensive business for the Company; growth is driven
primarily by breadth and performance of product line, and strength of distribution channels. On both fronts, management expects good progress in 2008.
The only caution flag for this business in 2008 is the prospect of recession, which, in the past, has had a marked effect on demand for high
performance doors.
In sum, by the fourth quarter of
2007, and more generally in 2007 overall, the Company accomplished its twin objectives of restoring near-term profitability, while continuing to lay
the long-term foundation for the cash and grow strategy. As for 2008, we expect more of the same: continued improvement in profitability, and continued
internal transformation. The risks associated with pursuing the first while undergoing the second are magnified in a recessionary environment, but
management remains confident nonetheless that by the second half of 2009, the transformation will be complete, the cash and grow strategy will be fully
implemented, and the results increasingly reflected in the Companys financial performance.
Non-GAAP Measures
This Form 10-K contains certain
items, such as sales excluding currency effects, and consolidated net income and consolidated and segment operating income excluding costs associated
with restructuring and performance-improvement initiatives, that may be considered to be non-GAAP financial measures. Such items are provided because
management believes that, when presented together with the GAAP items to which they relate, they can provide additional useful information to investors
regarding the registrants financial condition, results of operations, and cash flows. Presenting increases or decreases in sales, after currency
effects are excluded, can give managements and investors insight into underlying sales trends. As explained in the text of the release, an
understanding of the impact in a particular quarter of specific restructuring and performance-improvement measures, and in particular of the costs
associated with the implementation of such measures, on the Companys net income or operating income, or the operating income of a business
segment, can give management and investors additional insight into quarterly performance, especially when compared to quarters in which such measures
had a greater or lesser effect, or no effect. The effect of changes in currency translation rates is calculated by converting amounts reported in local
currencies into U.S. dollars at the exchange rate of a prior period That amount is then compared to the U.S. dollar amount reported in the current
period.
Item 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
The Company has market risk with
respect to foreign currency exchange rates and interest rates. The market risk is the potential loss arising from adverse changes in these rates as
discussed below.
The Company has manufacturing
plants and sales transactions worldwide and therefore is subject to foreign currency risk. This risk is composed of both potential losses from the
translation of foreign currency financial statements and the remeasurement of foreign currency transactions. To manage this risk, the Company
periodically enters into forward exchange contracts either to hedge the net assets of a foreign investment or to provide an economic hedge against
future cash flows. The total net assets of non-U.S. operations and long-term intercompany loans denominated in non-functional currencies subject to
potential loss amount to approximately $710.0 million. The potential loss in fair value resulting from a hypothetical 10% adverse change in quoted
foreign currency exchange rates amounts to $71.0 million. On December 10, 2007, the Company and Bank of America entered into a US dollar-to-euro
cross-currency and interest rate swap agreement with a notional value of $150,000,000. The Company has designed the swap to be an effective hedge of
its euro net asset exposure relating to European operations. Under the swap agreement, the Company has notionally exchanged $150,000,000 at a fixed
interest rate of 5.34% for euro 101,950,700 at a fixed interest rate of 5.28%. The exchange was executed at an exchange rate of 1.4713 US dollars per
euro. The Companys swap agreement qualifies as a hedge of net investments in foreign operations under the provisions of FAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. Under FAS No. 133, changes in fair value of derivatives that qualify as
hedges are recorded in shareholders equity, net of tax, in the caption Derivative valuation adjustment. As of December 31, 2007, the
change in fair value of the swap agreement was $2,566,000, which was recorded in other assets. Of the $2,566,000 amount, $1,001,000 was included in
noncurrent liabilities for applicable taxes and the remaining $1,565,000 was included in shareholders equity.
51
Furthermore, related to foreign
currency transactions, the Company has exposure to non-functional currency balances totaling $160.4 million. This amount includes, on an absolute
basis, exposures to foreign currency assets and liabilities. On a net basis, the Company had approximately $39.3 million of foreign currency
liabilities as of December 31, 2007. As currency rates change, these non-functional currency balances are revalued, and the corresponding adjustment is
recorded in the income statement. A hypothetical change of 10% in currency rates could result in an adjustment to the income statement of approximately
$3.9 million. Actual results may differ.
52
Item 8 of Form 10-K FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS
Report of
Independent Registered Public Accounting Firm |
|
|
|
|
54 |
|
Consolidated
Statements of Income and Retained Earnings for the years ended December 31, 2007, 2006, and 2005 |
|
|
|
|
55 |
|
Consolidated
Statements of Comprehensive Income for the years ended December 31, 2007, 2006, and 2005 |
|
|
|
|
56 |
|
Consolidated
Balance Sheets as of December 31, 2007 and 2006 |
|
|
|
|
57 |
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2007, 2006, and 2005 |
|
|
|
|
58 |
|
Notes to
Consolidated Financial Statements |
|
|
|
|
59 |
|
Quarterly
Financial Data |
|
|
|
|
94 |
|
53
Report of Independent Registered Public Accounting
Firm
To the Board of Directors and Shareholders of Albany International Corp.:
In our opinion, the accompanying
consolidated balance sheets and the related consolidated statements of income and retained earnings, of comprehensive income and of cash flows present
fairly, in all material respects, the financial position of Albany International Corp. and its subsidiaries at December 31, 2007 and 2006, and the
results of their operations and their cash flows for each of the three years in the period ended December 31, 2007 in conformity with accounting
principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index
appearing under item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related
consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2007, based on criteria established in Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for these financial statements and financial
statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in Item 9A under Managements Report on Internal Control over Financial Reporting. Our responsibility
is to express opinions on these financial statements, on the financial statement schedules, and on the Companys internal control over financial
reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of
the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of
internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits
also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis
for our opinions.
As discussed in Note 1 to the
consolidated financial statements, effective January 1, 2007, the Company changed the manner in which it accounts for uncertain tax positions.
Additionally, as discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for defined benefit
pension and other postretirement benefit plans effective December 31, 2006.
A companys internal control
over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over
financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material
effect on the financial statements.
Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Albany, NY
February
29, 2008
54
Albany International Corp.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
For the years ended December 31,
(in
thousands, except per share amounts)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Statements
of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
|
$ |
1,092,977 |
|
|
$ |
1,011,458 |
|
|
$ |
978,710 |
|
Cost of goods
sold |
|
|
|
|
711,448 |
|
|
|
620,149 |
|
|
|
586,700 |
|
Gross profit
|
|
|
|
|
381,529 |
|
|
|
391,309 |
|
|
|
392,010 |
|
Selling and
general expenses |
|
|
|
|
248,195 |
|
|
|
230,499 |
|
|
|
217,242 |
|
Technical,
product engineering, and research expenses |
|
|
|
|
68,260 |
|
|
|
64,587 |
|
|
|
58,769 |
|
Restructuring
and other |
|
|
|
|
27,625 |
|
|
|
5,936 |
|
|
|
|
|
Operating
income |
|
|
|
|
37,449 |
|
|
|
90,287 |
|
|
|
115,999 |
|
Interest
income |
|
|
|
|
(1,635 |
) |
|
|
(3,959 |
) |
|
|
(2,256 |
) |
Interest
expense |
|
|
|
|
16,915 |
|
|
|
13,142 |
|
|
|
12,839 |
|
Other
expense, net |
|
|
|
|
2,126 |
|
|
|
2,779 |
|
|
|
4,653 |
|
Income before
income taxes |
|
|
|
|
20,043 |
|
|
|
78,325 |
|
|
|
100,763 |
|
Income tax
expense |
|
|
|
|
2,155 |
|
|
|
20,530 |
|
|
|
29,420 |
|
Income before
equity in earnings of associated companies |
|
|
|
|
17,888 |
|
|
|
57,795 |
|
|
|
71,343 |
|
Equity in
(losses)/earnings of associated companies |
|
|
|
|
(106 |
) |
|
|
244 |
|
|
|
509 |
|
Net income
|
|
|
|
|
17,782 |
|
|
|
58,039 |
|
|
|
71,852 |
|
|
Retained
earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained
earnings, beginning of year |
|
|
|
|
541,602 |
|
|
|
495,018 |
|
|
|
434,057 |
|
Cumulative
effect of adopting FIN 48 (see Note 1) |
|
|
|
|
(2,491 |
) |
|
|
|
|
|
|
|
|
Less
dividends |
|
|
|
|
(12,665 |
) |
|
|
(11,455 |
) |
|
|
(10,891 |
) |
Retained
earnings, end of year |
|
|
|
|
544,228 |
|
|
|
541,602 |
|
|
|
495,018 |
|
Earnings per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
$ |
0.60 |
|
|
$ |
1.95 |
|
|
$ |
2.25 |
|
Diluted
|
|
|
|
$ |
0.60 |
|
|
$ |
1.92 |
|
|
$ |
2.22 |
|
Dividends per
share |
|
|
|
$ |
0.43 |
|
|
$ |
0.39 |
|
|
$ |
0.34 |
|
The accompanying notes are an integral part of the
consolidated financial statements.
55
Albany International Corp.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31,
(in
thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Net income
|
|
|
|
$ |
17,782 |
|
|
$ |
58,039 |
|
|
$ |
71,852 |
|
|
Other
comprehensive income/(loss), before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation adjustments |
|
|
|
|
60,556 |
|
|
|
52,857 |
|
|
|
(61,151 |
) |
Hedges of net
investments in non-U.S. subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
2,717 |
|
Pension and
postretirement liability adjustments |
|
|
|
|
41,009 |
|
|
|
793 |
|
|
|
(1,448 |
) |
Derivative
valuation adjustment |
|
|
|
|
2,566 |
|
|
|
|
|
|
|
4,566 |
|
|
Income taxes
related to items of other comprehensive income/(loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedges of net
investments in non-U.S. subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
(1,060 |
) |
Pension and
postretirement liability adjustments |
|
|
|
|
(15,891 |
) |
|
|
(293 |
) |
|
|
(523 |
) |
Derivative
valuation adjustment |
|
|
|
|
(1,001 |
) |
|
|
|
|
|
|
(1,781 |
) |
Other
comprehensive income/(loss), after tax |
|
|
|
|
87,239 |
|
|
|
53,357 |
|
|
|
(58,680 |
) |
Comprehensive
income |
|
|
|
$ |
105,021 |
|
|
$ |
111,396 |
|
|
$ |
13,172 |
|
The accompanying notes are an integral part of the
consolidated financial statements.
56
Albany International Corp.
CONSOLIDATED BALANCE SHEETS
At December 31,
(in thousands, except share
data)
|
|
|
|
2007
|
|
2006
|
Assets
|
|
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents |
|
|
|
$ |
73,305 |
|
|
$ |
68,237 |
|
Accounts
receivable, less allowance for doubtful accounts ($7,322 in 2007; $5,747 in 2006) |
|
|
|
|
232,440 |
|
|
|
202,611 |
|
Inventories
|
|
|
|
|
247,043 |
|
|
|
224,210 |
|
Income taxes
receivable and deferred |
|
|
|
|
26,734 |
|
|
|
23,586 |
|
Prepaid
expenses and other current assets |
|
|
|
|
22,832 |
|
|
|
10,552 |
|
Total current
assets |
|
|
|
|
602,354 |
|
|
|
529,196 |
|
|
Property, plant
and equipment, at cost, net |
|
|
|
|
499,540 |
|
|
|
397,521 |
|
Investments in
associated companies |
|
|
|
|
5,373 |
|
|
|
6,634 |
|
Intangibles
|
|
|
|
|
11,217 |
|
|
|
9,343 |
|
Goodwill
|
|
|
|
|
194,660 |
|
|
|
172,890 |
|
Deferred taxes
|
|
|
|
|
100,604 |
|
|
|
112,280 |
|
Cash surrender
value of life insurance |
|
|
|
|
43,701 |
|
|
|
41,197 |
|
Other assets
|
|
|
|
|
69,528 |
|
|
|
37,486 |
|
Total assets
|
|
|
|
$ |
1,526,977 |
|
|
$ |
1,306,547 |
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
|
|
Notes and
loans payable |
|
|
|
$ |
32,030 |
|
|
$ |
12,510 |
|
Accounts
payable |
|
|
|
|
82,157 |
|
|
|
50,214 |
|
Accrued
liabilities |
|
|
|
|
120,267 |
|
|
|
101,995 |
|
Current
maturities of long-term debt |
|
|
|
|
1,146 |
|
|
|
11,167 |
|
Income taxes
payable and deferred |
|
|
|
|
2,970 |
|
|
|
20,099 |
|
Total current
liabilities |
|
|
|
|
238,570 |
|
|
|
195,985 |
|
|
Long-term debt
|
|
|
|
|
446,433 |
|
|
|
354,587 |
|
Other
noncurrent liabilities |
|
|
|
|
188,621 |
|
|
|
219,774 |
|
Deferred taxes
and other credits |
|
|
|
|
53,682 |
|
|
|
37,076 |
|
Total
liabilities |
|
|
|
|
927,306 |
|
|
|
807,422 |
|
|
Commitments
and Contingencies |
|
|
|
|
|
|
|
|
|
|
|
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; issued 34,865,744 in 2007 and 34,518,870 in 2006 |
|
|
|
|
35 |
|
|
|
35 |
|
Class B Common
Stock, par value $.001 per share; authorized 25,000,000 shares; issued and outstanding 3,236,098 in 2007 and 2006 |
|
|
|
|
3 |
|
|
|
3 |
|
Additional
paid-in capital |
|
|
|
|
326,608 |
|
|
|
316,164 |
|
Retained
earnings |
|
|
|
|
544,228 |
|
|
|
541,602 |
|
Accumulated
items of other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
Translation
adjustments |
|
|
|
|
42,208 |
|
|
|
(18,348 |
) |
Pension and
postretirement liability adjustments |
|
|
|
|
(55,953 |
) |
|
|
(81,071 |
) |
Derivative
valuation adjustment |
|
|
|
|
1,565 |
|
|
|
|
|
|
|
|
|
|
858,694 |
|
|
|
758,385 |
|
Less treasury
stock (Class A), at cost; 8,530,066 shares in 2007 and 8,540,882 in 2006 |
|
|
|
|
259,023 |
|
|
|
259,260 |
|
Total
shareholders equity |
|
|
|
|
599,671 |
|
|
|
499,125 |
|
Total
liabilities and shareholders equity |
|
|
|
$ |
1,526,977 |
|
|
$ |
1,306,547 |
|
The accompanying notes are an integral part of the
consolidated financial statements.
57
Albany International Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31,
(in
thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Operating
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
$ |
17,782 |
|
|
$ |
58,039 |
|
|
$ |
71,852 |
|
Adjustments
to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in
earnings of associated companies |
|
|
|
|
106 |
|
|
|
(244 |
) |
|
|
(509 |
) |
Depreciation
|
|
|
|
|
57,397 |
|
|
|
55,100 |
|
|
|
51,339 |
|
Amortization
|
|
|
|
|
5,120 |
|
|
|
4,350 |
|
|
|
4,106 |
|
Provision for
deferred income taxes, other credits and long-term liabilities |
|
|
|
|
(10,897 |
) |
|
|
(8,104 |
) |
|
|
10,787 |
|
Provision for
write-off of equipment |
|
|
|
|
3,126 |
|
|
|
1,010 |
|
|
|
2,827 |
|
Increase in
cash surrender value of life insurance |
|
|
|
|
(3,028 |
) |
|
|
(2,397 |
) |
|
|
(2,171 |
) |
Unrealized
currency transaction gains and losses |
|
|
|
|
(363 |
) |
|
|
1,368 |
|
|
|
(4,520 |
) |
Loss on
disposition of assets |
|
|
|
|
688 |
|
|
|
|
|
|
|
|
|
Shares
contributed to ESOP |
|
|
|
|
5,088 |
|
|
|
6,215 |
|
|
|
5,357 |
|
Stock option
expense |
|
|
|
|
804 |
|
|
|
1,543 |
|
|
|
|
|
Excess tax
benefit of options exercised |
|
|
|
|
|
|
|
|
(362 |
) |
|
|
3,469 |
|
Issuance of
shares under long-term incentive plan |
|
|
|
|
937 |
|
|
|
|
|
|
|
|
|
Changes in
operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable |
|
|
|
|
(10,030 |
) |
|
|
(53,601 |
) |
|
|
4,550 |
|
Note
receivable |
|
|
|
|
|
|
|
|
17,827 |
|
|
|
1,128 |
|
Inventories
|
|
|
|
|
(8,610 |
) |
|
|
(19,034 |
) |
|
|
(17,155 |
) |
Income taxes
prepaid and receivable |
|
|
|
|
(1,722 |
) |
|
|
(7,296 |
) |
|
|
|
|
Prepaid
expenses and other current assets |
|
|
|
|
(11,487 |
) |
|
|
(2,036 |
) |
|
|
2,285 |
|
Accounts
payable |
|
|
|
|
26,679 |
|
|
|
7,677 |
|
|
|
(421 |
) |
Accrued
liabilities |
|
|
|
|
10,759 |
|
|
|
(4,399 |
) |
|
|
(445 |
) |
Income taxes
payable |
|
|
|
|
(2,119 |
) |
|
|
2,213 |
|
|
|
(5,617 |
) |
Other, net
|
|
|
|
|
1,069 |
|
|
|
(5,846 |
) |
|
|
(4,490 |
) |
Net cash
provided by operating activities |
|
|
|
|
81,299 |
|
|
|
52,023 |
|
|
|
122,372 |
|
|
Investing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of
property, plant and equipment |
|
|
|
|
(149,215 |
) |
|
|
(84,452 |
) |
|
|
(43,293 |
) |
Purchased
software |
|
|
|
|
(16,023 |
) |
|
|
(8,822 |
) |
|
|
(2,533 |
) |
Proceeds from
sale of assets |
|
|
|
|
10,117 |
|
|
|
|
|
|
|
5,067 |
|
Cash received
from life insurance policy terminations |
|
|
|
|
1,470 |
|
|
|
|
|
|
|
|
|
Acquisitions,
net of cash acquired |
|
|
|
|
(9,592 |
) |
|
|
(15,918 |
) |
|
|
|
|
Premiums paid
for life insurance policies |
|
|
|
|
(988 |
) |
|
|
(1,022 |
) |
|
|
(1,022 |
) |
Net cash used
in investing activities |
|
|
|
|
(164,231 |
) |
|
|
(110,214 |
) |
|
|
(41,781 |
) |
|
Financing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from
borrowings |
|
|
|
|
137,801 |
|
|
|
222,735 |
|
|
|
176,430 |
|
Principal
payments on debt |
|
|
|
|
(37,728 |
) |
|
|
(16,933 |
) |
|
|
(235,455 |
) |
Purchase of
treasury shares |
|
|
|
|
|
|
|
|
(131,499 |
) |
|
|
(1,576 |
) |
Purchase of
call options on common stock |
|
|
|
|
|
|
|
|
(47,688 |
) |
|
|
|
|
Sale of
common stock warrants |
|
|
|
|
|
|
|
|
32,961 |
|
|
|
|
|
Proceeds from
options exercised |
|
|
|
|
3,303 |
|
|
|
3,227 |
|
|
|
14,455 |
|
Excess tax
benefit of options exercised |
|
|
|
|
|
|
|
|
362 |
|
|
|
|
|
Debt issuance
costs |
|
|
|
|
|
|
|
|
(5,434 |
) |
|
|
|
|
Dividends
paid |
|
|
|
|
(12,335 |
) |
|
|
(11,446 |
) |
|
|
(10,489 |
) |
Net cash
provided by/(used in) financing activities |
|
|
|
|
91,041 |
|
|
|
46,285 |
|
|
|
(56,635 |
) |
Effect of
exchange rate changes on cash flows |
|
|
|
|
(3,041 |
) |
|
|
7,372 |
|
|
|
(10,167 |
) |
Increase/(decrease) in cash and cash equivalents |
|
|
|
|
5,068 |
|
|
|
(4,534 |
) |
|
|
13,789 |
|
Cash and cash
equivalents at beginning of year |
|
|
|
|
68,237 |
|
|
|
72,771 |
|
|
|
58,982 |
|
Cash and cash
equivalents at end of year |
|
|
|
$ |
73,305 |
|
|
$ |
68,237 |
|
|
$ |
72,771 |
|
The accompanying notes are an integral part of the
consolidated financial statements.
58
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
1. Accounting
Policies
The consolidated financial
statements include the accounts of Albany International Corp. and its subsidiaries (the Company) after elimination of intercompany
transactions. The Company has 50% interests in an entity in South Africa, an entity in the United Kingdom, and an entity in Russia. The consolidated
financial statements include the Companys original investment in these entities, plus its share of undistributed earnings or losses, in the
account Investments in associated companies.
Estimates
The preparation of the
consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Revenue Recognition
The Company records sales when
persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed, and collectibility is reasonably assured. The Company
includes in revenue any amounts invoiced for shipping and handling. The timing of revenue recognition is dependent upon the contractual arrangement
between the Company and its customers. These arrangements, which may include provisions for transfer of title and guarantees of workmanship, are
specific to each customer. Certain contracts in the Applied Technologies segment are accounted for using the percentage of completion method. Sales
contracts in the Albany Door Systems segment may include product and installation services. For these sales, the Company applies the provisions of EITF
00-21, Revenue Arrangements with Multiple Deliverables. The Companys contracts that include product and installation services
generally do not qualify as separate units of accounting and, accordingly, revenue for the entire contract value is recognized upon completion of
installation services. The Company limits the concentration of credit risk in receivables by closely monitoring credit and collection policies. The
Company records allowances for sales returns as a deduction in the computation of net sales. Such provisions are recorded on the basis of written
communication with customers and/or historical experience. Any value added taxes that are imposed on sales transactions are excluded from net
sales.
Cost of Goods Sold
Cost of goods sold includes the
cost of materials, provisions for obsolete inventories, labor and supplies, shipping and handling costs, depreciation of manufacturing facilities and
equipment, purchasing, receiving, warehousing and other expenses.
Selling, General, Technical and Product Engineering
Expenses
Selling, general, technical and
product engineering expenses are primarily comprised of wages, benefits, travel, professional fees, remeasurement of foreign currency balances and
other costs, and are expensed as incurred. Provisions for bad debts are included in selling expense.
Translation of Financial Statements
Assets and liabilities of
non-U.S. operations are translated at year-end rates of exchange, and the income statements are translated at the average rates of exchange for the
year. Gains or losses resulting from translating non-U.S. currency financial statements are recorded in Other comprehensive income and accumulated in
shareholders equity in the caption Translation adjustments.
59
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
1. Accounting Policies
(Continued)
Gains or losses resulting from
short-term intercompany loans and balances denominated in a currency other than the entitys local currency, forward exchange contracts that are
not designated as hedges for accounting purposes and futures contracts, are generally included in income in Other expense/(income), net. Gains and
losses on long-term intercompany loans not intended to be repaid in the foreseeable future are recorded in Other comprehensive income. Gains and losses
resulting from other balances denominated in a currency other than the entitys local currency are recorded in Selling and general
expenses.
The following table summarizes
total transaction losses and gains recognized in the income statement:
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Losses/(gains) included in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and
general expenses |
|
|
|
$ |
1,999 |
|
|
$ |
3,754 |
|
|
$ |
(1,690 |
) |
Other
(income)/expense, net |
|
|
|
|
(1,549 |
) |
|
|
(2,915 |
) |
|
|
(2,472 |
) |
Total
transaction losses/(gains) |
|
|
|
$ |
450 |
|
|
$ |
839 |
|
|
$ |
(4,162 |
) |
Research Expense
Research expense consists
primarily of wages, benefits, supplies, and professional fees incurred in connection with intellectual property, and is charged to operations as
incurred. During the first quarter of 2007 product engineering costs were reclassified out of research expense, and prior year amounts have been
changed to conform to the reclassification. Research expense was $23,030,000 in 2007, $21,628,000 in 2006, and $20,017,000 in 2005.
Cash and Cash Equivalents
Cash and cash equivalents consist
of cash and highly liquid short-term investments with original maturities of three months or less.
Inventories
Inventories are stated at the
lower of cost or market and are valued at average cost, net of reserves. The Company records a provision for obsolete inventory based on the age and
category of the inventories. As of December 31, 2007 and 2006, inventories consisted of the following:
(in thousands)
|
|
|
|
2007
|
|
2006
|
Raw materials
|
|
|
|
$ |
60,528 |
|
|
$ |
44,314 |
|
Work in process
|
|
|
|
|
67,374 |
|
|
|
59,738 |
|
Finished goods
|
|
|
|
|
119,141 |
|
|
|
120,158 |
|
Total
inventories |
|
|
|
$ |
247,043 |
|
|
$ |
224,210 |
|
Property, Plant and Equipment
Property, plant and equipment are
recorded at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets for financial reporting
purposes; accelerated methods are used for income tax purposes. Significant additions or improvements extending assets useful lives are
capitalized; normal maintenance and repair costs are expensed as incurred. The cost of fully depreciated assets remaining in use are included in the
respective asset and accumulated depreciation accounts. When items are sold or retired, related gains or losses are included in net
income.
The Company reviews the carrying
value of property, plant and equipment and other long-lived assets for impairment whenever events and circumstances indicate that the carrying value of
an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.
60
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
1. Accounting Policies
(Continued)
Goodwill, Intangibles and Other Assets
The Company accounts for goodwill
and other intangible assets under the provisions of Statement of Financial Accounting Standards No. 142 (FAS No. 142), Goodwill and Other
Intangible Assets. FAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead
tested for impairment at least annually. The Company performs the test for goodwill impairment during the second quarter of each year. 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. The Company is continuing to amortize certain
patents and trade names that have finite lives. Patents, trade names and technology, at cost, are amortized on a straight-line basis over 8 to 12
years.
Computer software purchased for
internal use, at cost, is amortized on a straight-line basis over five years after being placed into service, and is included in Other assets. In 2006,
the Company initiated a project to migrate its global enterprise resource planning (ERP) system to SAP. The Company is capitalizing internal and
external costs incurred during the software development stage. Capitalized salaries, social costs and travel costs related to the software development
amounted to $15,027,000 in 2007 and $2,238,000 in 2006. Including costs related to the new ERP system, unamortized software costs were $26,311,000 at
December 31, 2007 and $11,535,000 December 31, 2006. Software amortization is recorded in Selling and general expense and was $1,244,000, $1,296,000,
and $1,460,000 for 2007, 2006 and 2005, respectively.
The Company has investments in
other companies that are accounted for under either the cost method or equity method of accounting. Investments accounted for under the equity method
are included in Investments in associated companies. The Company performs regular reviews of the financial condition of the investees to determine if
its investment is other than temporarily impaired. If the financial condition of the investees were to no longer support their valuations, the Company
would record an impairment provision.
Cash Surrender Value of Life Insurance
The Company is the owner and
beneficiary of life insurance policies on certain present and former employees. The cash surrender value of the policies generates income that is
reported as a reduction to Selling and general expenses. The rate of return on the policies varies with market conditions and was approximately 6.3%
during 2007, 2006, and 2005. The Company may convert the cash surrender value of these policies to cash at any time by either surrendering the policies
or borrowing against the cash value of the policies. The Company reports the cash surrender value of life insurance, net of any outstanding loans, as a
separate noncurrent asset. As of December 31, 2007 and 2006, there were no outstanding loans.
Stock-Based Compensation
As described in Note 15, the
Company has stock-based compensation plans for key employees. Prior to 2003, the Company issued stock options to certain key employees. Stock options
are accounted for in accordance with the modified prospective transition method of Financial Accounting Standard No. 123 (Revised) Share-Based
Payment, as interpreted by SEC Staff Accounting Bulletin No. 107.
In 2005, shareholders approved
the Albany International 2005 Incentive Plan. The plan provides key members of management with incentive compensation based on achieving certain
performance targets. The incentive compensation award is paid out over three years, partly in cash and partly in shares of Class A Common Stock. If a
person terminates employment prior to the award becoming fully vested, the person will forfeit a portion of the incentive compensation award. Expense
associated with this plan is recognized over the vesting period, which includes the year for which performance targets are measured and the two
subsequent years.
61
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
1. Accounting Policies
(Continued)
Derivatives
The Company uses derivatives
from time to time to reduce potentially large adverse effects from changes in currency exchange rates and interest rates. The Company monitors its
exposure to these risks and evaluates, on an ongoing basis, the risk of potentially large adverse effects versus the costs associated with hedging such
risks.
The Company uses interest rate
swaps in the management of interest rate exposures and foreign currency derivatives in the management of foreign currency exposure related to assets
and liabilities (including net investments in subsidiaries located outside the U.S.) denominated in foreign currencies. When the Company enters into a
derivative contract, the Company makes a determination whether the transaction is deemed to be a hedge for accounting purposes. For those contracts
deemed to be a hedge, the Company formally documents the relationship between the derivative instrument and the risk being hedged. In this
documentation, the Company specifically identifies the asset, liability, forecasted transaction, cash flow, or net investment that has been designated
as the hedged item, and evaluates whether the derivative instrument is expected to reduce the risks associated with the hedged item. To the extent
these criteria are not met, the Company does not use hedge accounting for the derivative.
All derivative contracts are
recorded in the balance sheet at fair value. For transactions that are designated as hedges, the Company performs an evaluation of the effectiveness of
the hedge. To the extent that the hedge is effective, changes in the fair value of the hedge is recorded, net of tax, in Other comprehensive income.
The Company measures effectiveness of its hedging relationships both at inception and on an ongoing basis. The ineffective portion of a hedge, if any,
and changes in the fair value of a derivative not deemed to be a hedge, are recorded in Other expense, net.
For derivatives that are
designated and qualify as hedges of net investments in subsidiaries located outside the United States, changes in the fair value of derivatives are
reported in Other comprehensive income as part of the cumulative translation adjustment.
Income Taxes
The Company accounts for income
taxes in accordance with the asset and liability method. Deferred income taxes are recognized for the tax consequences of temporary differences by
applying enacted statutory tax rates applicable for future years to differences between financial statement and tax bases of existing assets and
liabilities. The effect of tax rate changes on deferred taxes is recognized in the income tax provision in the period that includes the enactment date.
A tax valuation allowance is established, as needed, to reduce net deferred tax assets to the amount expected to be realized. In the event it becomes
more likely than not that some or all of the deferred tax asset allowances will not be needed, the valuation allowance will be adjusted. The Company
adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48),
on January 1, 2007. The cumulative effect of adopting FIN 48 was an increase in tax reserves and a decrease in beginning of the year retained earnings
of $2,491,000.
It is the Companys policy
to accrue U.S. and non-U.S. income taxes on earnings of subsidiary companies that are intended to be remitted to the parent company in the near
future.
The provision for taxes is
reduced by tax credits in the years such credits become available.
Pension and Postretirement Benefit Plans
As described in Note 13, the
Company has pension and postretirement benefit plans covering substantially all employees. As described below, the Company adopted the provisions of
FAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans in 2006. The Companys defined benefit
pension plan in the United States was closed to new participants as of October 1998. The plans are generally trusteed or insured,
62
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
1. Accounting Policies
(Continued)
and accrued amounts are
funded as required in accordance with governing laws and regulations. The Company has provided certain postretirement medical, dental and life
insurance benefits to certain retired United States retirees. Effective January 1, 2005, any new employees who wish to be covered under this plan will
be responsible for the full cost of such benefits. The annual expense and liabilities recognized for defined benefit pension plans and postretirement
benefit plans are developed from actuarial valuations. Inherent in these valuations are key assumptions, including discount rates and expected return
on plan assets, which are updated on an annual basis at the beginning of each fiscal year. The Company considers current market conditions, including
changes in interest rates, in making these assumptions. Discount rate assumptions are based on the population of plan participants and a mixture of
high-quality fixed-income investments for which the average maturity approximates the average remaining service period of plan participants. The
assumption for expected return on plan assets is based on historical and expected returns on various categories of plan assets.
Reclassifications
The Company reclassified
$5,936,000 of 2006 expense from Selling and general expenses to Restructuring and other to conform to the 2007 presentation. Additionally, in the 2006
Balance Sheet, the Company reclassified $7,296,000 from Accounts receivable to Income taxes receivable and deferred.
Earnings Per Share
Net income per share is
computed using the weighted average number of shares of Class A Common Stock and Class B Common Stock outstanding during each year. Diluted net income
per share includes the effect of all potentially dilutive securities.
Reportable Segments
In accordance with FAS No.
131, Disclosures About Segments of an Enterprise and Related Information, the internal organization that is used by management for making
operating decisions and assessing performance is used as the source of the Companys reportable segments. The reportable segments, which are
described in more detail in Note 12, are Paper Machine Clothing, Applied Technologies and Albany Door Systems.
Recent Accounting Pronouncements
In February 2006, the FASB issued
FAS No. 155, Accounting for Certain Hybrid Financial Instruments, an amendment of FASB statements No. 133 and 140 (FAS No. 155). This
Standard resolves and clarifies the accounting and reporting for certain financial instruments, including hybrid financial instruments with embedded
derivatives, interest-only strips, and securitized financial instruments. FAS No. 155 is effective for all financial instruments acquired or issued
after the beginning of an entitys first fiscal year that begins after September 15, 2006. The Companys adoption of this Standard on January
1, 2007 did not have a material effect on its financial statements.
In March 2006, the FASB issued
FAS No. 156. Accounting for Servicing of Financial Assets, an amendment of FAS No. 140. This Standard amends the accounting treatment with
respect to separately recognized servicing assets and servicing liabilities, and is effective for fiscal years beginning after September 15, 2006. The
Companys adoption of this Standard on January 1, 2007 did not have a material effect on its financial statements.
In June 2006, the FASB issued
Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FAS No. 109 (FIN 48). This interpretation clarifies
the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the
financial statements. FIN 48 also provides guidance on derecognizing, measurement, classification, interest and penalties, accounting in interim
periods, disclosure and transition. The Companys adoption of this interpretation on January 1, 2007 resulted in an increase in liabilities and a
decrease in retained earnings of $2,491,000.
63
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
1. Accounting Policies
(Continued)
In September 2006, the FASB
issued FAS No.157, Fair Value Measurements. FAS No. 157 clarifies the principle that fair value should be based on the assumptions market
participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those
assumptions. Under the Standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. FAS No. 157 is
effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, with early
adoption permitted. The Company does not expect the adoption of FAS No. 157 to have a material effect on its financial statements.
In February 2007, the FASB issued
FAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No.
115. FAS No. 159 provides companies with a choice to measure certain financial assets and liabilities at fair value that are not currently
required to be measured at fair value (the Fair Value Option). Election of the Fair Value Option is made on an instrument-by-instrument
basis and is irrevocable. At the adoption date, unrealized gains and losses on financial assets and liabilities for which the Fair Value Option has
been elected would be reported as a cumulative adjustment to beginning retained earnings. The Fair Value Option for certain financial assets and
liabilities requires that unrealized gains and losses, due to changes in their fair value, be reported in earnings at each subsequent reporting date.
FAS No. 159 is effective as of January 1, 2008. The Company does not expect the adoption of FAS No. 159 to have a material effect on its financial
statements.
In December 2007, the FASB issued
FAS No. 141 (revised 2007), Business combinations (FAS 141R), which replaces FAS 141. FAS 141R establishes principles and requirements for
how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities
assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and
determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business
combination. FAS 141R is to be applied prospectively to business combinations for which the acquisition date is on or after a companys fiscal
year that begins after December 15, 2008. The Company does not expect the adoption of FAS No. 141R to have a material effect on its financial
statements.
Also in December 2007, the FASB
issued FAS No. 160 Noncontrolling Interests in Consolidated Financial Statements an amendment to ARB No. 51. FAS 160 establishes
accounting and reporting standards that require the ownership interest in subsidiaries held by parties other than the parent be clearly identified and
presented in the consolidated balance sheets within equity, but separate from the parents equity; the amount of consolidated net income
attributable to the parent and the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of earnings;
and changes in a parents ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for
consistently. This statement is effective for fiscal years beginning on or after December 15, 2008. The Company does not expect the adoption of FAS No.
160 to have a material effect on its financial statements.
64
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
2. 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:
(in thousands, except market price data)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Net income
available to common shareholders |
|
|
|
$ |
17,782 |
|
|
$ |
58,039 |
|
|
$ |
71,852 |
|
Weighted
average number of shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares used in calculating basic net income per share |
|
|
|
|
29,421 |
|
|
|
29,803 |
|
|
|
31,921 |
|
Effect of
dilutive stock-based compensation plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
|
386 |
|
|
|
419 |
|
|
|
433 |
|
Long-term
incentive plan |
|
|
|
|
47 |
|
|
|
67 |
|
|
|
49 |
|
Weighted
average number of shares used in calculating diluted net income per share |
|
|
|
|
29,854 |
|
|
|
30,289 |
|
|
|
32,403 |
|
Average
market price of common stock used for calculation of dilutive shares |
|
|
|
$ |
37.15 |
|
|
$ |
36.25 |
|
|
$ |
34.33 |
|
Net income
per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
$ |
0.60 |
|
|
$ |
1.95 |
|
|
$ |
2.25 |
|
Diluted
|
|
|
|
$ |
0.60 |
|
|
$ |
1.92 |
|
|
$ |
2.22 |
|
There were no option shares that
were excluded from the computation of diluted earnings per share in any of the periods presented. As of December 31, 2007, and 2006, there was no
dilution resulting from the convertible debt instrument, purchased call option, and warrant that are described in Note 6.
Total shares outstanding were
29,571,776 as of December 31, 2007, 29,214,086 as of December 31, 2006, and 32,362,327 as of December 31, 2005.
3. Property, Plant and
Equipment
The components of property, plant
and equipment are summarized below:
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
Estimated useful life
|
Land and land
improvements |
|
|
|
$ |
37,294 |
|
|
$ |
39,919 |
|
|
|
|
25 years for improvements |
Buildings
|
|
|
|
|
240,691 |
|
|
|
209,293 |
|
|
|
|
25 to 40 years |
Machinery and
equipment |
|
|
|
|
880,333 |
|
|
|
749,789 |
|
|
|
|
10 years |
Furniture and
fixtures |
|
|
|
|
29,075 |
|
|
|
25,154 |
|
|
|
|
5 years |
Computer and
other equipment |
|
|
|
|
8,103 |
|
|
|
7,098 |
|
|
|
|
3 to 10 years |
Property,
plant and equipment, gross |
|
|
|
|
1,195,496 |
|
|
|
1,031,253 |
|
|
|
|
|
Accumulated
depreciation |
|
|
|
|
(695,956 |
) |
|
|
(633,732 |
) |
|
|
|
|
Property,
plant and equipment, net |
|
|
|
$ |
499,540 |
|
|
$ |
397,521 |
|
|
|
|
|
Expenditures for maintenance and
repairs are charged to income as incurred and amounted to $23,497,000 in 2007, $21,314,000 in 2006, and $21,256,000 in 2005.
Depreciation expense was
$57,397,000 in 2007, $55,100,000 in 2006, and $51,339,000 in 2005. Capital expenditures were $149,215,000 in 2007, $84,452,000 in 2006, and $43,293,000
in 2005.
4. Goodwill and
Intangibles
Effective January 1, 2002, the
Company adopted Statement of FAS No. 142, Goodwill and Other Intangible Assets. FAS No. 142 changed the accounting for goodwill from an
amortization method to an impairment-only approach. As required by FAS No. 142, the Company performed its annual test for impairment during the
second
65
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
4. Goodwill and Intangibles
(Continued)
quarters of 2007, 2006, and
2005, and determined that there was no impairment of goodwill. The Company is continuing to amortize certain patents and trade names that have finite
lives.
For the purposes of applying FAS
No. 142, the Company has determined that the reporting units are the Americas, Europe and Asia Pacific businesses within the Paper Machine Clothing
segment, the Albany Doors segment, and the Albany Engineered Composites and Albany Engineered Fabrics businesses that are within the Applied
Technologies segment. Fair values of the reporting units and the related implied fair values of their respective goodwill were established using public
company analysis and discounted cash flows.
The changes in intangible assets
and goodwill from January 1, 2006 to December 31, 2007, were as follows:
(in thousands)
|
|
|
|
Balance at December 31, 2006
|
|
Amortization
|
|
Currency Translation
|
|
Other Changes
|
|
Balance at December 31, 2007
|
Amortized
intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents |
|
|
|
$ |
2,450 |
|
|
$ |
(481 |
) |
|
$ |
122 |
|
|
$ |
|
|
|
$ |
2,091 |
|
Trade
names |
|
|
|
|
2,339 |
|
|
|
(641 |
) |
|
|
116 |
|
|
|
230 |
|
|
|
2,044 |
|
Customer
contracts |
|
|
|
|
4,202 |
|
|
|
(819 |
) |
|
|
|
|
|
|
3,310 |
|
|
|
6,693 |
|
Technology |
|
|
|
|
352 |
|
|
|
(33 |
) |
|
|
|
|
|
|
70 |
|
|
|
389 |
|
Total
amortized intangible assets |
|
|
|
$ |
9,343 |
|
|
$ |
(1,974 |
) |
|
$ |
238 |
|
|
$ |
3,610 |
|
|
$ |
11,217 |
|
Unamortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
$ |
172,890 |
|
|
|
|
|
|
$ |
17,047 |
|
|
$ |
4,723 |
|
|
$ |
194,660 |
|
(in thousands)
|
|
|
|
Balance at January 1, 2006
|
|
Amortization
|
|
Currency Translation
|
|
Other Changes
|
|
Balance at December 31, 2006
|
Amortized
intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents |
|
|
|
$ |
2,756 |
|
|
$ |
(540 |
) |
|
$ |
234 |
|
|
$ |
|
|
|
$ |
2,450 |
|
Trade
names |
|
|
|
|
2,658 |
|
|
|
(708 |
) |
|
|
249 |
|
|
|
140 |
|
|
|
2,339 |
|
Customer
contracts |
|
|
|
|
|
|
|
|
(528 |
) |
|
|
|
|
|
|
4,730 |
|
|
|
4,202 |
|
Technology |
|
|
|
|
|
|
|
|
(18 |
) |
|
|
|
|
|
|
370 |
|
|
|
352 |
|
Deferred
pension costs |
|
|
|
|
6,662 |
|
|
|
|
|
|
|
|
|
|
|
(6,662 |
) |
|
|
|
|
Total
amortized intangible assets |
|
|
|
$ |
12,076 |
|
|
$ |
(1,794 |
) |
|
$ |
483 |
|
|
$ |
(1,422 |
) |
|
$ |
9,343 |
|
Unamortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
$ |
153,001 |
|
|
|
|
|
|
$ |
13,614 |
|
|
$ |
6,275 |
|
|
$ |
172,890 |
|
In June 2007, the Company
acquired the assets and business of R-Bac Industries, LLC for $9,592,000 in cash plus the assumption of certain liabilities. The purchase price was
allocated, as follows: $1,653,000 to accounts receivable, $158,000 to inventories, $131,000 to property, plant, and equipment, $4,819,000 to goodwill,
$3,610,000 to amortized intangibles, $457,000 to other assets, and $1,236,000 to current liabilities.
The other change in goodwill
during 2007 is due to a $4,819,000 goodwill addition related to the R-Bac acquisition and a decrease of $96,000 for deferred taxes related to 2006
acquisitions. The R-Bac acquisition has been integrated into the Albany Doors Systems segment and reporting unit of the Company.
The increase in goodwill and
amortized intangible assets, excluding deferred pension costs, during 2006 relates to the acquisition of Texas Composite Inc. (TCI) and the purchase of
certain assets of Aztex, Inc. These acquisitions have been integrated into Albany Engineered Composites, a business of the Applied Technologies
segment. The decrease in deferred pension costs in 2006 includes the offset of adopting FAS No. 158, as described in Notes 1 and 13.
66
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
4. Goodwill and Intangibles
(Continued)
The Company paid $6,700,000 in
January 2006, and paid $8,000,000 in October 2006 for the purchase of TCI. The purchase price was allocated as follows: $7,000,000 to property, plant
and equipment, $5,100,000 to goodwill, $3,700,000 to intangibles, $4,000,000 to other assets, and $5,100,000 to liabilities.
The Company paid $2,300,000 in
April 2006, and assumed liabilities of $1,100,000 for certain tangible and intangible assets of Aztex, Inc. The purchase price was allocated as
follows: $600,000 to current assets, $200,000 to property, plant and equipment, $1,000,000 to goodwill, $1,500,000 to other intangibles, and $100,000
to other assets.
As of December 31, 2007, goodwill
included $132,593,000 in the Paper Machine Clothing segment, $24,518,000 in the Applied Technologies segment, and $37,549,000 in the Albany Door
Systems segment.
Estimated amortization expense
for intangibles for the years ending December 31, 2008 through 2012, is as follows:
Year
|
|
|
|
|
|
Annual amortization (in thousands)
|
2008
|
|
|
|
|
|
|
|
$ |
2,496 |
|
2009
|
|
|
|
|
|
|
|
|
2,336 |
|
2010
|
|
|
|
|
|
|
|
|
1,927 |
|
2011
|
|
|
|
|
|
|
|
|
929 |
|
2012
|
|
|
|
|
|
|
|
|
865 |
|
5. Accrued
Liabilities
Accrued liabilities consists
of:
(in thousands)
|
|
|
|
2007
|
|
2006
|
Salaries and
wages |
|
|
|
$ |
16,943 |
|
|
$ |
14,474 |
|
Accrual for
compensated absences |
|
|
|
|
20,035 |
|
|
|
18,390 |
|
Employee
benefits |
|
|
|
|
17,884 |
|
|
|
16,847 |
|
Pension
liability current portion |
|
|
|
|
3,498 |
|
|
|
3,153 |
|
Postretirement
medical benefits current portion |
|
|
|
|
5,750 |
|
|
|
6,115 |
|
Returns and
allowances |
|
|
|
|
15,617 |
|
|
|
12,539 |
|
Interest
|
|
|
|
|
2,818 |
|
|
|
2,904 |
|
Restructuring
costs current portion |
|
|
|
|
10,709 |
|
|
|
1,283 |
|
Dividends
|
|
|
|
|
3,252 |
|
|
|
2,919 |
|
Performance
improvement costs |
|
|
|
|
2,595 |
|
|
|
4,148 |
|
Other
|
|
|
|
|
21,166 |
|
|
|
19,223 |
|
Total
|
|
|
|
$ |
120,267 |
|
|
$ |
101,995 |
|
67
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
6. Financial
Instruments
Notes and loans payable at
December 31, 2007 and 2006 were short-term debt instruments with banks, denominated in local currencies with a weighted average interest rate of 4.99%
in 2007 and 2.91% in 2006.
Long-term debt at December 31,
2007 and 2006, principally to banks and bondholders, consists of:
(in thousands)
|
|
|
|
December 31, 2007
|
|
December 31, 2006
|
Convertible
notes issued in March 2006 with fixed interest rates of 2.25%, due in 2026 |
|
|
|
$ |
180,000 |
|
|
$ |
180,000 |
|
|
Private
placement with a fixed interest rate of 5.34%, due in 2013 through 2017 |
|
|
|
|
150,000 |
|
|
|
150,000 |
|
|
April 2006
credit agreement with borrowings outstanding at an average interest rate of 5.88% |
|
|
|
|
116,000 |
|
|
|
23,000 |
|
|
Various notes
and mortgages relative to operations principally outside the United States, at an average rate of 5.80% in 2007 and 5.81% in 2006 due in varying
amounts through 2021 |
|
|
|
|
1,015 |
|
|
|
1,822 |
|
|
Industrial
revenue financings at an average interest rate of 1.75% in 2007 and 7.06% in 2006, due in varying amounts through 2009 |
|
|
|
|
564 |
|
|
|
10,932 |
|
|
Long-term debt
|
|
|
|
|
447,579 |
|
|
|
365,754 |
|
|
Less: current
portion |
|
|
|
|
(1,146 |
) |
|
|
(11,167 |
) |
|
Long-term debt,
net of current portion |
|
|
|
$ |
446,433 |
|
|
$ |
354,587 |
|
The weighted average interest
rate for all debt was 4.06% in 2007 and 3.91% in 2006. Interest paid was $17,078,000 in 2007, $11,922,000 in 2006, and $12,318,000 in
2005.
Principal payments due on
long-term debt are: 2008, $1,147,000; 2009, $258,000; 2010, $11,000; 2011, $116,012,000; 2012, $13,000, and thereafter, $330,139,000.
In October 2005, the Company
entered into a Note Agreement and Guaranty (the Prudential Agreement) with the Prudential Insurance Company of America, and certain other
purchasers, in an aggregate principal amount of $150,000,000. The notes bear interest at a rate of 5.34% and have a maturity date of October 25, 2017,
with mandatory prepayments of $50,000,000 on October 25, 2013 and October 25, 2015. At the noteholders election, certain prepayments may also be
required in connection with certain asset dispositions or financings. The notes may not otherwise be prepaid without a premium. The Note Agreement
contains customary terms, as well as affirmative covenants, negative covenants and events of default comparable to those in the Companys current
principal revolving credit facility. The fair value of the note agreement was approximately $151,114,000 as of December 31, 2007.
In March 2006, the Company issued
$180,000,000 principal amount of 2.25% convertible notes. The notes are convertible upon the occurrence of specified events and at any time on or after
February 15, 2013, into cash up to the principal amount of notes converted and shares of the Companys Class A common stock with respect to the
remainder, if any, of the Companys conversion obligation at a conversion rate of 22.487 shares per $1,000 principal amount of notes (equivalent
to a conversion price of $44.47 per share of Class A common stock). The fair value of the convertible notes was approximately $170,100,000 as of
December 31, 2007.
In connection with the offering,
the Company has entered into convertible note hedge and warrant transactions with respect to its Class A common stock at a net cost of $14,700,000.
These transactions are intended to reduce the potential dilution upon conversion of the notes by providing the Company with the option, subject to
certain exceptions, to acquire shares which offset the delivery of newly issued shares upon conversion of the notes.
68
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
6. Financial Instruments
(Continued)
Emerging Issues Task Force (EITF)
Issue No. 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock, (EITF
00-19) provides guidance for distinguishing between permanent equity, temporary equity and assets and liabilities. The convertible feature of the
notes, the convertible note hedge, and the warrant transactions each meet the requirements of EITF 00-19 to be accounted for as equity instruments. As
such, the convertible feature of the notes has not been accounted for as a derivative (which would be marked to market each reporting period) and in
the event the debt is converted, no gain or loss is recognized, as the cash payment of principal reduces the recorded liability and the issuance of
common shares would be recorded in stockholders equity.
In addition, the amount paid for
the call option and the premium received for the warrant were recorded as additional paid-in capital in the accompanying consolidated balance sheet and
are not accounted for as derivatives (which would be marked to market each reporting period). Incremental net shares for the convertible note feature
and the warrant agreement will be included in future diluted earnings per share calculations for those periods in which the Companys average
common stock price exceeds $44.47 per share in the case of the Senior Notes and $52.16 per share in the case of the warrants. The purchased call option
is anti-dilutive and is excluded from the diluted earnings per share calculation.
On April 14, 2006, the Company
entered into a $460,000,000 five-year revolving credit agreement (the Credit Agreement), under which $116,000,000 was outstanding as of
December 31, 2007. The agreement replaced a similar $460,000,000 revolving credit facility. The applicable interest rate for borrowings under the
agreement is LIBOR plus a spread, based on the Companys leverage ratio at the time of borrowing. The agreement includes covenants that could
limit the Companys ability to purchase Common Stock, pay dividends, or acquire other companies or dispose of its assets.
Reflecting, in each case, the
effect of subsequent amendments to each agreement, the Company is required to maintain a leverage ratio of not greater than 3.50 to 1.00 under the
Credit Agreement, and a leverage ratio of not greater than 3.00 to 1.00 (or 3.50 to 1.00 for a period of six fiscal quarters following a material
acquisition, as defined) under the Prudential Agreement. The Company is also required to maintain minimum interest coverage of 3.00 to 1.00 under each
agreement. As of December 31, 2007, the Companys leverage ratio under the agreement was 2.49 to 1.00 and the interest coverage ratio was 8.60 to
1.00. Under the Credit Agreement, the Company may purchase its Common Stock or pay dividends to the extent its leverage ratio remains at or below 3.50
to 1.00; under the Prudential Agreement, such payments or purchases are permitted to the extent that the leverage ratio remains at or below 3.00 to
1.00.
Based on the maximum leverage
ratio and the Companys consolidated EBITDA (as defined in the agreement), as of December 31, 2007, the Company would have been able to borrow an
additional $147,081,000 under the loan agreement.
Indebtedness under the Note and
Guaranty agreement, the convertible notes, and the revolving credit agreement is ranked equally in right of payment to all unsecured senior debt of the
Company.
The Company had open forward
exchange contracts with a total unrealized loss of $1,124,000 at December 31, 2007 and total unrealized gain of $1,050,000 at December 31, 2006, which
is included in Accounts receivable. For all positions there is risk from the possible inability of the counterparties (major financial institutions) to
meet the terms of the contracts and the risk of unfavorable changes in interest and currency rates, which may reduce the benefit of the contracts.
However, for most closed forward exchange contracts, both the purchase and sale sides of the Companys exposures were with the same financial
institution. The Company seeks to control risk by evaluating the creditworthiness of counterparties and by monitoring the currency exchange and
interest rate markets, hedging risks in compliance with internal guidelines and reviewing all principal economic hedging contracts with designated
directors of the Company.
69
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
6. Financial Instruments
(Continued)
On December 10, 2007, the Company
and Bank of America entered into a US dollar-to-euro cross-currency and interest rate swap agreement with a notional value of $150,000,000. The Company
has designated the swap to be an effective hedge of its euro net asset exposure relating to European operations. Under the swap agreement, the Company
has notionally exchanged $150,000,000 at a fixed interest rate of 5.34% for euro 101,951,000 at a fixed interest rate of 5.28%. The exchange was
executed at an exchange rate of 1.4713 US dollars per euro. The majority of the cash flows in the swap agreement are aligned with the Companys
principal and interest payment obligations on its $150,000,000 Prudential Agreement. The final maturity of the swap matches the final maturity of the
Prudential Agreement.
The Companys swap agreement
qualifies as a hedge of net investments in foreign operations under the provisions of FAS No. 133, Accounting for Derivative Instruments and
Hedging Activities. Under FAS No. 133, changes in fair value of derivatives that qualify as hedges are recorded in shareholders equity, net
of tax, in the caption Derivative valuation adjustment. As of December 31, 2007, the change in fair value of the swap agreement was
$2,566,000, which was recorded in other assets. Of the $2,566,000 amount, $1,001,000 was included in noncurrent liabilities for applicable taxes and
the remaining $1,565,000 was included in shareholders equity.
Prior to September 30, 2006, the
Company had a program whereby it sold a portion of its North American accounts receivable to a qualified special purpose entity (QSPE). In exchange for
the accounts receivable sold, the Company received cash and a note. In September 2006, the Company terminated its accounts receivable securitization
program, and repurchased accounts receivable of $58,100,000, for cash and a decrease in the related note receivable. The accounts receivable
repurchased were recorded at fair value and there was no gain or loss on the transaction. The Company terminated the program because the financing
terms under the revolving credit agreement are more favorable than those included in the receivable sales agreement with the QSPE.
The following summarizes cash
flows between the Company and the QSPE:
(in thousands, except interest rates)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Amounts
included in the change in Accounts receivable in the Statements of Cash Flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from
new securitizations |
|
|
|
|
|
|
|
$ |
283,738 |
|
|
$ |
411,127 |
|
Amounts
recognized in the Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
receivable from (payable to) QSPE at year end |
|
|
|
|
|
|
|
$ |
(826 |
) |
|
$ |
17,827 |
|
Interest rate
on note receivable from QSPE at year end |
|
|
|
|
|
|
|
|
5.79 |
% |
|
|
4.90 |
% |
Amounts
recognized in the Statements of Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing
fees received, included in Other expense, net |
|
|
|
|
|
|
|
$ |
25 |
|
|
$ |
35 |
|
Discount
expense, included in Other expense, net |
|
|
|
|
|
|
|
$ |
2,245 |
|
|
$ |
2,966 |
|
As of December 31, 2007, the QSPE
was fully liquidated with no remaining assets, liabilities, and equity.
7. Commitments and
Contingencies
Principal leases are for
machinery and equipment, vehicles, and real property. Certain leases contain renewal and purchase option provisions at fair values. There were no
significant capital leases during 2007. Total rental expense amounted to $16,814,000, $14,991,000, and $15,970,000 for 2007, 2006, and 2005,
respectively.
Future rental payments required
under operating leases that have initial or remaining noncancelable lease terms in excess of one year, as of December 31, 2007 are: 2008, $9,393,000;
2009, $4,809,000; 2010, $2,041,000; 2011, $439,000; 2012, $300,000; and thereafter, $263,000.
Albany International Corp.
(Albany) 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
70
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
7. Commitments and Contingencies
(Continued)
products previously
manufactured by Albany. Albany produced asbestos-containing paper machine clothing synthetic dryer fabrics marketed during the period from 1967 to 1976
and used in certain paper mills. Such fabrics generally had a useful life of three to twelve months.
Albany was defending against
18,789 claims as of February 1, 2008. This compares with 18,791 such claims as of October 19, 2007, 18,813 claims as of July 27, 2007, 19,120 claims as
of April 27, 2007, 19,388 claims as of February 16, 2007, 19,416 claims as of December 31, 2006, 19,283 claims as of October 27, 2006, 24,451 claims as
of December 31, 2005, 29,411 claims as of December 31, 2004, 28,838 claims as of December 31, 2003, 22,593 claims as of December 31, 2002, 7,347 claims
as of December 31, 2001, 1,997 claims as of December 31, 2000, and 2,276 claims as of December 31, 1999. These suits allege a variety of lung and other
diseases based on alleged exposure to products previously manufactured by Albany.
Albany anticipates that
additional claims will be filed against it and related companies in the future, but is unable to predict the number and timing of such future claims.
These suits typically involve claims against from twenty to more than two hundred defendants, and the complaints usually fail to identify the
plaintiffs work history or the nature of the plaintiffs alleged exposure to Albanys products. Pleadings and discovery responses in
those cases in which work histories have been provided indicate claimants with paper mill exposure in less than 10% of total claims reported, and only
a portion of those claimants have alleged time spent in a paper mill to which Albany is believed to have supplied asbestos-containing
products.
As of February 1, 2008,
approximately 12,611 of the claims pending against Albany are pending in Mississippi. Of these, approximately 12,031 are in federal court, at the
multidistrict litigation panel (MDL), either through removal or original jurisdiction. (In addition to the 12,031 Mississippi claims
pending against the Company at the MDL, there are approximately 850 claims pending against the Company at the MDL removed from various United States
District Courts in other states.)
Previously, the MDLs
practice had been to place all nonmalignant claims on an inactive docket until such time as the plaintiff developed a malignant disease. The MDL would
also administratively dismiss, without prejudice, the claims of plaintiffs resulting from mass-screenings who had not otherwise demonstrated that they
suffered from an asbestos-related disease. Because the court continued to exercise jurisdiction over these claims, it would allow the claims to be
reinstated following the diagnosis of an asbestos-related disease. Any such administratively dismissed claims are included in the total number of
pending claims reported.
On May 31, 2007 the MDL issued a
new administrative order that required each plaintiff to provide detailed information regarding, among other things, alleged asbestos-related medical
diagnoses. The order does not require exposure information with this initial filing. The first set of plaintiffs were required to submit their filings
with the Court by August 1, 2007, with deadlines for additional sets of plaintiffs monthly thereafter until December 1, 2007, by which time all
plaintiffs were initially required to be compliant. The process remains incomplete, however, as a number of extensions have been requested and granted.
The order states that the Court may dismiss the claims of any plaintiff who fails to comply.
Because the order of the MDL does
not require the submission of alleged exposure information, the Company cannot predict if any dismissals will result from these initial filings. The
MDL will at some point begin conducting settlement conferences, at which time the plaintiffs will be required to submit short position statements
setting forth exposure information. The Company does not expect the MDL to begin the process of scheduling the settlement conference for several
months. Consequently, the Company believes that the effects of the new order will not be fully known or realized for some time.
Based on past experience,
communications from certain plaintiffs counsel, and the advice of the Companys Mississippi counsel, the Company expects the percentage of
Mississippi claimants able to demonstrate time spent in a paper mill to which Albany supplied asbestos-containing products during a period in which
Albanys asbestos-
71
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
7. Commitments and Contingencies
(Continued)
containing products were in
use to be considerably lower than the total number of pending claims. However, due to the large number of inactive claims pending in the MDL and the
lack of alleged exposure information, the Company does not believe a meaningful estimate can be made regarding the range of possible loss with respect
to these remaining claims.
It is the position of Albany and
the other paper machine clothing defendants that there was insufficient exposure to asbestos from any paper machine clothing products to cause
asbestos-related injury to any plaintiff. Furthermore, asbestos contained in Albanys synthetic products was encapsulated in a resin-coated yarn
woven into the interior of the fabric, further reducing the likelihood of fiber release. While the Company believes it has meritorious defenses to
these claims, it has settled certain of these cases for amounts it considers reasonable given the facts and circumstances of each case. The
Companys insurer, Liberty Mutual, has defended each case and funded settlements under a standard reservation of rights. As of February 1, 2008,
the Company had resolved, by means of settlement or dismissal, 21,635 claims. The total cost of resolving all claims was $6,706,000. Of this amount,
$6,671,000, or 99%, was paid by the Companys insurance carrier. The Company has approximately $130 million in confirmed insurance coverage that
should be available with respect to current and future asbestos claims, as well as additional insurance coverage that it should be able to
access.
Brandon Drying Fabrics, Inc.
Brandon Drying Fabrics, Inc.
(Brandon), a subsidiary of Geschmay Corp., which is a subsidiary of the Company, is also a separate defendant in many of the asbestos cases
in which Albany is named as a defendant. Brandon was defending against 8,741 claims as of February 1, 2008. This is the same amount as last report of
October 19, 2007, and compares with 9,023 such claims as of July 27, 2007, 9,089 claims as of April 27, 2007, 9,189 claims as of February 16, 2007,
9,114 claims as of December 31, 2006, 8,992 claims as of October 27, 2006, 9,566 claims as of December 31, 2005, 9,985 claims as of December 31, 2004,
10,242 claims as of December 31, 2003, 11,802 claims as of December 31, 2002, 8,759 claims as of December 31, 2001, 3,598 claims as of December 31,
2000, and 1,887 claims as of December 31, 1999. The Company acquired Geschmay Corp., formerly known as Wangner Systems Corporation, in 1999. Brandon is
a wholly-owned subsidiary of Geschmay Corp. In 1978, Brandon acquired certain assets from Abney Mills (Abney), a South Carolina textile
manufacturer. Among the assets acquired by Brandon from Abney were assets of Abneys wholly-owned subsidiary, Brandon Sales, Inc. which had sold,
among other things, dryer fabrics containing asbestos made by its parent, Abney. It is believed that Abney ceased production of asbestos-containing
fabrics prior to the 1978 transaction. Although Brandon manufactured and sold dryer fabrics under its own name subsequent to the asset purchase, none
of such fabrics contained asbestos. Under the terms of the Assets Purchase Agreement between Brandon and Abney, Abney agreed to indemnify, defend, and
hold Brandon harmless from any actions or claims on account of products manufactured by Abney and its related corporations prior to the date of the
sale, whether or not the product was sold subsequent to the date of the sale. It appears that Abney has since been dissolved. Nevertheless, a
representative of Abney has been notified of the pendency of these actions and demand has been made that it assume the defense of these actions.
Because Brandon did not manufacture asbestos-containing products, and because it does not believe that it was the legal successor to, or otherwise
responsible for obligations of Abney with respect to products manufactured by Abney, it believes it has strong defenses to the claims that have been
asserted against it. In some instances, plaintiffs have voluntarily dismissed claims against it, while in others it has entered into what it considers
to be reasonable settlements. As of February 1, 2008, Brandon has resolved, by means of settlement or dismissal, 8,825 claims for a total of $152,499.
Brandons insurance carriers initially agreed to pay 88.2% of the total indemnification and defense costs related to these proceedings, subject to
the standard reservation of rights. The remaining 11.8% of the costs had been borne directly by Brandon. During 2004, Brandons insurance carriers
agreed to cover 100% of indemnification and defense costs, subject to policy limits and the standard reservation of rights, and to reimburse Brandon
for all indemnity and defense costs paid directly by Brandon related to these proceedings.
72
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
7. Commitments and Contingencies
(Continued)
Mount Vernon
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). The
Company 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. The Company denies 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, the Company has
successfully moved for dismissal in a number of actions.
While the Company does not believe, based on currently
available information and for the reasons stated above, that a meaningful estimate of a range of possible loss can be made with respect to such claims,
based on its understanding of the insurance policies available, how settlement amounts have been allocated to various policies, its recent settlement
experience, the absence of any judgments against the Company or Brandon, the ratio of paper mill claims to total claims filed, and the defenses
available, the Company currently does not anticipate any material liability relating to the resolution of the aforementioned pending proceedings in
excess of existing insurance limits. Consequently, the Company currently does 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 the Company cannot predict the number and timing of future claims, based on the foregoing factors and the trends in
claims against it to date, the Company does not anticipate that additional claims likely to be filed against it in the future will have a material
adverse effect on its financial position, results of operations, or cash flows. The Company is aware that litigation is inherently uncertain,
especially when the outcome is dependent primarily on determinations of factual matters to be made by juries. The Company is also aware that numerous
other defendants in asbestos cases, as well as others who claim to have knowledge and expertise on the subject, have found it difficult to anticipate
the outcome of asbestos litigation, the volume of future asbestos claims, and the anticipated settlement values of those claims. For these reasons,
there can be no assurance that the foregoing conclusions will not change.
8. Other Noncurrent
Liabilities
Other noncurrent liabilities
consists of:
(in thousands)
|
|
|
|
2007
|
|
2006
|
Pension
liabilities |
|
|
|
$ |
76,148 |
|
|
$ |
102,034 |
|
Postretirement
benefits other than pensions |
|
|
|
|
98,506 |
|
|
|
103,012 |
|
Deferred
compensation |
|
|
|
|
4,143 |
|
|
|
4,749 |
|
Other
|
|
|
|
|
9,824 |
|
|
|
9,979 |
|
Total
|
|
|
|
$ |
188,621 |
|
|
$ |
219,774 |
|
9. Shareholders
Equity
The Company has two classes of
Common Stock, Class A Common Stock and Class B Common Stock, each with a par value of $.001 and equal liquidation rights. Each share of the
Companys Class A Common Stock is entitled to one vote on all matters submitted to shareholders, and each share of Class B Common Stock is
entitled to ten votes. Class A and Class B Common Stock will receive equal dividends as the Board of Directors may determine from time to time. The
Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time. At December 31, 2007, 4,321,506 shares of Class
A Common Stock were reserved for the conversion of Class B Common Stock and the exercise of stock options.
73
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
9. Shareholders Equity
(Continued)
In December 2005, the Board of
Directors increased the number of shares of the Companys Class A Common Stock that could be purchased to 3,500,000. The Company purchased a total
of 3,500,000 shares of its Class A Common Stock under these authorizations during the first and second quarters of 2006.
In August 2006, the Company
announced that the Board of Directors authorized management to purchase up to 2,000,000 additional shares of its Class A Common Stock. The Boards
action authorizes management to purchase shares from time to time, in the open market or otherwise, whenever it believes such purchase to be
advantageous to the Companys shareholders, and it is otherwise legally permitted to do so. The Company has made no share purchases under the
August 2006 authorization.
Accrued dividends were $3,252,000
and $2,919,000 as of December 31, 2007 and 2006, respectively, and were included in Accrued liabilities.
Changes in shareholders
equity for 2005, 2006, and 2007, were as follows:
|
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
|
|
Treasury Stock Class A
|
|
(in thousands)
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid-in Capital
|
|
Shares
|
|
Amount
|
Balance:
January 1, 2005 |
|
|
|
|
33,177 |
|
|
$ |
33 |
|
|
|
3,237 |
|
|
$ |
3 |
|
|
$ |
296,045 |
|
|
|
5,004 |
|
|
$ |
126,496 |
|
Shares
contributed to ESOP |
|
|
|
|
157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,357 |
|
|
|
|
|
|
|
|
|
Purchase of
treasury shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51 |
|
|
|
1,577 |
|
Options
exercised |
|
|
|
|
842 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
17,923 |
|
|
|
|
|
|
|
|
|
Shares issued
to Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47 |
|
|
|
(5 |
) |
|
|
(109 |
) |
Balance:
December 31, 2005 |
|
|
|
|
34,176 |
|
|
|
34 |
|
|
|
3,237 |
|
|
|
3 |
|
|
|
319,372 |
|
|
|
5,050 |
|
|
|
127,964 |
|
Shares
contributed to ESOP |
|
|
|
|
172 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
6,215 |
|
|
|
|
|
|
|
|
|
Purchase of
treasury shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,500 |
|
|
|
131,499 |
|
Options
exercised |
|
|
|
|
170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,589 |
|
|
|
|
|
|
|
|
|
Shares issued
to Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
172 |
|
|
|
(9 |
) |
|
|
(203 |
) |
Conversion of
Class B shares to Class A shares |
|
|
|
|
1 |
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option
expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,543 |
|
|
|
|
|
|
|
|
|
Purchase of
call options on common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(47,688 |
) |
|
|
|
|
|
|
|
|
Sale of
common stock warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,961 |
|
|
|
|
|
|
|
|
|
Balance:
December 31, 2006 |
|
|
|
|
34,519 |
|
|
|
35 |
|
|
|
3,236 |
|
|
|
3 |
|
|
|
316,164 |
|
|
|
8,541 |
|
|
|
259,260 |
|
Shares
contributed to ESOP |
|
|
|
|
138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,087 |
|
|
|
|
|
|
|
|
|
Options
exercised |
|
|
|
|
183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,301 |
|
|
|
|
|
|
|
|
|
Shares issued
to Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
163 |
|
|
|
(11 |
) |
|
|
(237 |
) |
Long-term
incentive plan |
|
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
937 |
|
|
|
|
|
|
|
|
|
Stock option
expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
804 |
|
|
|
|
|
|
|
|
|
Convertible
bond current tax benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
152 |
|
|
|
|
|
|
|
|
|
Balance:
December 31, 2007 |
|
|
|
|
34,866 |
|
|
$ |
35 |
|
|
|
3,236 |
|
|
$ |
3 |
|
|
$ |
326,608 |
|
|
|
8,530 |
|
|
$ |
259,023 |
|
74
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
10. Other Expense,
Net
The components of other expense,
net, are:
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Currency
transactions (Note 1) |
|
|
|
$ |
(1,549 |
) |
|
$ |
(2,915 |
) |
|
$ |
(2,472 |
) |
Costs
associated with sale of accounts receivable (Note 6) |
|
|
|
|
|
|
|
|
2,245 |
|
|
|
2,966 |
|
License fee
expense, net |
|
|
|
|
351 |
|
|
|
442 |
|
|
|
992 |
|
Amortization
of debt issuance costs and loan origination fees |
|
|
|
|
2,002 |
|
|
|
2,016 |
|
|
|
1,553 |
|
Other
|
|
|
|
|
1,322 |
|
|
|
991 |
|
|
|
1,614 |
|
Total
|
|
|
|
$ |
2,126 |
|
|
$ |
2,779 |
|
|
$ |
4,653 |
|
11. Income Taxes
The components of income before income taxes and the provision for income taxes are as follows:
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Income/(loss)
before income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
|
|
$ |
(11,276 |
) |
|
$ |
22,763 |
|
|
$ |
19,777 |
|
Non-U.S.
|
|
|
|
|
31,319 |
|
|
|
55,562 |
|
|
|
80,986 |
|
|
|
|
|
$ |
20,043 |
|
|
$ |
78,325 |
|
|
$ |
100,763 |
|
Income tax
provision:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
|
$ |
199 |
|
|
$ |
3,220 |
|
|
$ |
5,205 |
|
State
|
|
|
|
|
149 |
|
|
|
2,070 |
|
|
|
1,130 |
|
Non-U.S.
|
|
|
|
|
11,510 |
|
|
|
15,384 |
|
|
|
23,435 |
|
|
|
|
|
|
11,858 |
|
|
|
20,674 |
|
|
|
29,770 |
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
|
|
(7,543 |
) |
|
|
(3,423 |
) |
|
|
4,263 |
|
State
|
|
|
|
|
409 |
|
|
|
409 |
|
|
|
262 |
|
Non-U.S.
|
|
|
|
|
(2,569 |
) |
|
|
2,870 |
|
|
|
(4,875 |
) |
|
|
|
|
|
(9,703 |
) |
|
|
(144 |
) |
|
|
(350 |
) |
Total
provision for income taxes |
|
|
|
$ |
2,155 |
|
|
$ |
20,530 |
|
|
$ |
29,420 |
|
The significant components of
deferred income tax benefit are as follows:
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Net effect of
temporary differences |
|
|
|
$ |
(5,273 |
) |
|
$ |
17 |
|
|
$ |
(200 |
) |
Adjustments
to deferred tax assets and liabilities for enacted changes in tax laws and rates |
|
|
|
|
1,655 |
|
|
|
198 |
|
|
|
244 |
|
Adjustments
to beginning-of-the-year valuation allowance balance for changes in circumstances |
|
|
|
|
(3,595 |
) |
|
|
1,028 |
|
|
|
(4,132 |
) |
Net
(benefit)/expense of tax loss carryforwards |
|
|
|
|
(2,490 |
) |
|
|
(1,387 |
) |
|
|
3,738 |
|
Total
|
|
|
|
$ |
(9,703 |
) |
|
$ |
(144 |
) |
|
$ |
(350 |
) |
75
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
11. Income Taxes
(Continued)
A reconciliation of the U.S.
Federal statutory tax rate to the Companys effective tax rate is as follows:
|
|
|
|
2007
|
|
2006
|
|
2005
|
U.S. federal
statutory tax rate |
|
|
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
State taxes,
net of federal benefit |
|
|
|
|
(0.2 |
) |
|
|
1.4 |
|
|
|
0.8 |
|
Other non-US
current taxes |
|
|
|
|
10.7 |
|
|
|
2.3 |
|
|
|
5.0 |
|
Non-U.S. tax
rates |
|
|
|
|
(33.4 |
) |
|
|
(12.2 |
) |
|
|
(16.4 |
) |
Changes in
prior year non-US estimated taxes |
|
|
|
|
(25.8 |
) |
|
|
0.8 |
|
|
|
(0.4 |
) |
U.S. tax on
non-U.S. earnings and foreign withholding |
|
|
|
|
10.6 |
|
|
|
(0.9 |
) |
|
|
4.8 |
|
Statutory tax
rate changes |
|
|
|
|
8.3 |
|
|
|
0.3 |
|
|
|
0.2 |
|
Net
addition/(reversal) for income tax contingencies |
|
|
|
|
15.4 |
|
|
|
2.5 |
|
|
|
(0.4 |
) |
Expiration of
non-U.S. net operating loss |
|
|
|
|
13.1 |
|
|
|
|
|
|
|
|
|
Research and
development and other tax credits |
|
|
|
|
(9.4 |
) |
|
|
(2.0 |
) |
|
|
(1.7 |
) |
Net
addition/(reversal) to valuation allowances for non-U.S. taxes |
|
|
|
|
(1.0 |
) |
|
|
2.6 |
|
|
|
(0.7 |
) |
Other
|
|
|
|
|
(12.5 |
) |
|
|
(3.6 |
) |
|
|
3.0 |
|
Effective
income tax rate |
|
|
|
|
10.8 |
% |
|
|
26.2 |
% |
|
|
29.2 |
% |
Deferred income taxes reflect the
net tax effects of temporary differences between the carrying amounts of certain assets and liabilities for financial reporting and the amounts used
for income tax expense purposes. Significant components of the Companys deferred tax assets and liabilities are as follows:
|
|
|
|
U.S.
|
|
Non-U.S.
|
|
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
Current
deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable |
|
|
|
$ |
2,003 |
|
|
$ |
1,089 |
|
|
$ |
1,561 |
|
|
$ |
1,326 |
|
Inventories
|
|
|
|
|
1,169 |
|
|
|
898 |
|
|
|
647 |
|
|
|
1,019 |
|
Tax losses
carry-forward |
|
|
|
|
|
|
|
|
1,517 |
|
|
|
|
|
|
|
|
|
Restructuring
costs |
|
|
|
|
3,413 |
|
|
|
1,408 |
|
|
|
|
|
|
|
|
|
Deferred
compensation |
|
|
|
|
578 |
|
|
|
481 |
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
449 |
|
|
|
882 |
|
|
|
6,809 |
|
|
|
7,670 |
|
Total current
deferred tax assets |
|
|
|
|
7,612 |
|
|
|
6,275 |
|
|
|
9,017 |
|
|
|
10,015 |
|
Noncurrent
deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
compensation |
|
|
|
|
3,024 |
|
|
|
3,406 |
|
|
|
|
|
|
|
|
|
Depreciation
and amortization |
|
|
|
|
3,171 |
|
|
|
2,504 |
|
|
|
1,400 |
|
|
|
686 |
|
Post-retirement benefits |
|
|
|
|
43,403 |
|
|
|
55,423 |
|
|
|
7,787 |
|
|
|
12,030 |
|
Tax loss
carry-forward |
|
|
|
|
4,982 |
|
|
|
773 |
|
|
|
34,582 |
|
|
|
35,773 |
|
Impairment of
investment |
|
|
|
|
1,560 |
|
|
|
1,560 |
|
|
|
|
|
|
|
|
|
Tax credit
carryforwards |
|
|
|
|
12,226 |
|
|
|
10,454 |
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
458 |
|
|
|
197 |
|
|
|
1,310 |
|
|
|
1,870 |
|
Noncurrent
deferred tax assets before valuation allowance |
|
|
|
|
68,824 |
|
|
|
74,317 |
|
|
|
45,079 |
|
|
|
50,359 |
|
Less:
valuation allowance |
|
|
|
|
|
|
|
|
|
|
|
|
(13,299 |
) |
|
|
(12,396 |
) |
Total
noncurrent deferred tax assets |
|
|
|
|
68,824 |
|
|
|
74,317 |
|
|
|
31,780 |
|
|
|
37,963 |
|
Total
deferred tax assets |
|
|
|
$ |
76,436 |
|
|
$ |
80,592 |
|
|
$ |
40,797 |
|
|
$ |
47,978 |
|
76
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
11. Income Taxes
(Continued)
|
|
|
|
U.S.
|
|
Non-U.S.
|
|
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
Current
deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventory
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
280 |
|
|
$ |
571 |
|
Deferred
Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,936 |
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
1,831 |
|
|
|
333 |
|
Total current
deferred tax liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
2,111 |
|
|
|
3,840 |
|
Noncurrent
deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
29,064 |
|
|
|
32,888 |
|
Post-retirement benefits |
|
|
|
|
|
|
|
|
|
|
|
|
2,896 |
|
|
|
2,358 |
|
Other
|
|
|
|
|
1,055 |
|
|
|
|
|
|
|
517 |
|
|
|
1,830 |
|
Total
noncurrent deferred tax liabilities |
|
|
|
|
1,055 |
|
|
|
|
|
|
|
32,477 |
|
|
|
37,076 |
|
Total
deferred tax liabilities |
|
|
|
|
1,055 |
|
|
|
|
|
|
$ |
34,588 |
|
|
$ |
40,916 |
|
Net deferred
tax asset |
|
|
|
$ |
75,381 |
|
|
$ |
80,592 |
|
|
$ |
6,209 |
|
|
$ |
7,062 |
|
Deferred income tax assets, net
of valuation allowances, will be realized through the reversal of existing taxable temporary differences and future taxable income. In 2007, the
Company recorded valuation allowances of $4,335,000 against deferred tax assets for non-U.S. net operating loss carryforwards. In addition, the company
reversed $4,541,000 of valuation allowances established in prior years. The Company intends to maintain valuation allowances for those net operating
loss carryforwards until sufficient evidence exists to support the reversal of the valuation allowance.
At December 31, 2007, the Company
had available approximately $241,000,000 of net operating loss carryforwards with expiration dates ranging from one year to indefinite that may be
applied against future taxable income. Included in the net operating loss carryforwards is approximately $4,000,000 of U.S. losses that will be limited
under section 382 of the Internal Revenue Code and approximately $3,000,000 of U.S. losses for which a benefit would be recorded to additional paid in
capital when utilized. The Company has recorded valuation allowances of approximately $84,000,000 against the loss carryforwards and other foreign
deferred tax assets. In addition, the Company had available a foreign tax credit carryforwards of $3,900,000 that will begin to expire in 2013,
research and development credit carryforwards of $7,000,000 that will begin to expire in 2017 and alternative minimum tax credit carryforwards of
$1,300,000 with no expiration date.
The Company intends to reinvest
indefinitely the remaining unrepatriated foreign earnings as of December 31, 2007 of $284,000,000. The Company has not provided for U.S. income taxes
on these undistributed earnings of its foreign subsidiaries because management considers such earnings to be reinvested indefinitely outside of the
U.S. If the earnings were distributed, the Company may be subject to both foreign withholding taxes and U.S. income taxes that may not be fully offset
by foreign tax credits. Determination of the amount of this unrecognized deferred income tax liability is not practical.
The company adopted the provision
of Financial Accounting Board Interpretation No. 48 Accounting for Uncertainty in Income Taxes (FIN 48) an interpretation of FASB Statement
No. 109 on January 1, 2007.
77
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
11. Income Taxes
(Continued)
A reconciliation of the beginning
and ending amount of unrecognized tax benefits is as follows:
(in thousands)
|
|
|
|
Unrecognized
tax benefits balance at January 1, 2007 |
|
|
|
$ |
13,372 |
|
Increase in
gross amounts of tax positions related to prior years |
|
|
|
|
1,484 |
|
Increase in
gross amounts of tax positions related to current year |
|
|
|
|
3,393 |
|
Decrease due
to settlements with tax authorities |
|
|
|
|
(2,218 |
) |
Decrease due
to lapse in statute of limitations |
|
|
|
|
|
|
Currency
translation |
|
|
|
|
1,581 |
|
Unrecognized
tax benefits balance at December 31, 2007 |
|
|
|
$ |
17,612 |
|
The total amounts of tax benefits
that would affect the companys effective tax rate if recognized are $11,846,000 as of December 31, 2007 and $10,235,000 as of January 1,
2007.
The company recognizes interest
and penalties related to unrecognized tax benefits within its global operations as a component of income tax expense. As of January 1, 2007 and
December 31, 2007, the company had approximately $3,545,000 and $4,750,000 of accrued interest and penalties related to uncertain tax positions,
respectively.
The company files income tax
returns in 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 such major jurisdictions as the United States, Australia, Brazil, Canada, Finland,
Germany, Italy, Mexico, Sweden, Switzerland and the United Kingdom. Open tax years in these major jurisdictions range from 2002-2007.
The company is currently under
audit in U.S. and non-U.S. taxing jurisdictions. It is reasonably possible that an increase or decrease in the unrecognized tax benefits may occur
related to one of these audits in 2008. An estimate of the possible change cannot be made at this time. No other significant changes are anticipated
within the next twelve months.
As of December 31, 2007 and 2006,
current income taxes receivable and deferred consisted of the following:
(in thousands)
|
|
|
|
2007
|
|
2006
|
Income taxes
receivable |
|
|
|
$ |
10,105 |
|
|
$ |
7,296 |
|
Deferred income
taxes |
|
|
|
|
16,629 |
|
|
|
16,290 |
|
Total current
income taxes receivable and deferred |
|
|
|
$ |
26,734 |
|
|
$ |
23,586 |
|
As of December 31, 2007 and 2006,
current taxes payable and deferred consisted of the following:
(in thousands)
|
|
|
|
2007
|
|
2006
|
Taxes
payable |
|
|
|
$ |
859 |
|
|
$ |
16,259 |
|
Deferred income
taxes |
|
|
|
|
2,111 |
|
|
|
3,840 |
|
Total current
taxes payable and deferred |
|
|
|
$ |
2,970 |
|
|
$ |
20,099 |
|
Taxes paid, net of refunds,
amounted to $13,400,000 in 2007, $24,000,000 in 2006, and $29,232,000 in 2005.
12. Reportable Segments and Geographic
Data
In accordance with FAS No. 131,
Disclosures About Segments of an Enterprise and Related Information, the internal organization that is used by management for making
operating decisions and assessing performance is used as the source of the Companys reportable segments. The accounting policies of the segments
are the same
78
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
12. Reportable Segments and Geographic
Data (Continued)
as those described in
Accounting Policies (see Note 1). The Company does not allocate research costs and corporate headquarters expenses to the segments because the
decision- making for the majority of these expenses does not reside within the segments.
The Company is engaged in three
business segments: Paper Machine Clothing, Applied Technologies and Albany Door Systems.
The Paper Machine Clothing
segment includes paper machine clothing and process belts used in the manufacture of paper and paperboard. The Company designs, manufactures, and
markets paper machine clothing for each section of the paper machine. It manufactures and sells more paper machine clothing worldwide than any other
company. Paper machine clothing consists of large continuous belts of custom-designed and custom-manufactured engineered fabrics that are installed on
paper machines and carry the paper stock through each stage of the paper production process. Paper machine clothing is a consumable product of
technologically sophisticated design that utilizes polymeric materials in a complex structure.
The Applied Technologies segment
includes the businesses that apply the Companys core competencies in advanced textiles and materials to other industries, including specialty
materials and composite structures for aircraft and other applications (Albany Engineered Composites); fabrics, wires, and belting products for the
nonwovens and pulp industries, and industrial belts for tannery, textile and corrugator applications (Albany Engineered Fabrics); specialty filtration
products for wet and dry applications (Albany Filtration Technologies); and a branded synthetic insulation for home furnishings and technical outerwear
(PrimaLoft®).
Albany Door Systems manufactures,
sells, and services high-speed, high-performance industrial doors. The business grew from an internal invention applying the companys coated
fabric technology to produce a rolling fabric door. Albanys Rapid Roll® doors are produced and sold in Europe, North America, and the
Pacific, and there are more than 100,000 installations worldwide. This business segment also derives revenue from aftermarket sales and
service.
The following tables show data by
reportable segment, reconciled to consolidated totals included in the financial statements:
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Net
sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paper Machine
Clothing |
|
|
|
$ |
763,522 |
|
|
$ |
737,070 |
|
|
$ |
732,918 |
|
Applied
Technologies |
|
|
|
|
176,503 |
|
|
|
149,742 |
|
|
|
129,303 |
|
Albany Door
Systems |
|
|
|
|
152,952 |
|
|
|
124,646 |
|
|
|
116,489 |
|
Consolidated
total |
|
|
|
$ |
1,092,977 |
|
|
$ |
1,011,458 |
|
|
$ |
978,710 |
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paper Machine
Clothing |
|
|
|
$ |
50,008 |
|
|
$ |
48,691 |
|
|
$ |
45,933 |
|
Applied
Technologies |
|
|
|
|
7,444 |
|
|
|
6,567 |
|
|
|
5,158 |
|
Albany Door
Systems |
|
|
|
|
1,989 |
|
|
|
1,445 |
|
|
|
1,444 |
|
Corporate
|
|
|
|
|
3,076 |
|
|
|
2,747 |
|
|
|
2,910 |
|
Consolidated
total |
|
|
|
$ |
62,517 |
|
|
$ |
59,450 |
|
|
$ |
55,445 |
|
79
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
12. Reportable Segments and Geographic
Data (Continued)
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Operating
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paper Machine
Clothing |
|
|
|
$ |
90,549 |
|
|
$ |
130,330 |
|
|
$ |
159,730 |
|
Applied
Technologies |
|
|
|
|
14,307 |
|
|
|
15,299 |
|
|
|
19,641 |
|
Albany Door
Systems |
|
|
|
|
4,933 |
|
|
|
5,931 |
|
|
|
5,697 |
|
Research
expense |
|
|
|
|
(23,337 |
) |
|
|
(21,628 |
) |
|
|
(20,017 |
) |
Unallocated
expenses |
|
|
|
|
(49,003 |
) |
|
|
(39,645 |
) |
|
|
(49,052 |
) |
Operating
income before reconciling items |
|
|
|
|
37,449 |
|
|
|
90,287 |
|
|
|
115,999 |
|
Reconciling
items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income |
|
|
|
|
1,635 |
|
|
|
3,959 |
|
|
|
2,256 |
|
Interest
expense |
|
|
|
|
(16,915 |
) |
|
|
(13,142 |
) |
|
|
(12,839 |
) |
Other
expense, net |
|
|
|
|
(2,126 |
) |
|
|
(2,779 |
) |
|
|
(4,653 |
) |
Consolidated
income before income taxes |
|
|
|
$ |
20,043 |
|
|
$ |
78,325 |
|
|
$ |
100,763 |
|
In the third and fourth quarters
of 2006, the Company announced the initial steps in its restructuring and performance improvement plan, which resulted in Restructuring costs of
$27,625,000 in 2007 and 5,936,000 in 2006. The table below presents the costs by reportable segment:
|
|
|
|
Years ended December 31,
|
|
(in thousands)
|
|
|
|
2007
|
|
2006
|
Paper Machine
Clothing |
|
|
|
$ |
(24,434 |
) |
|
$ |
(4,862 |
) |
Applied
Technologies |
|
|
|
|
|
|
|
|
|
|
Albany Door
Systems |
|
|
|
|
(2,164 |
) |
|
|
|
|
Research
|
|
|
|
|
(308 |
) |
|
|
|
|
Unallocated
|
|
|
|
|
(719 |
) |
|
|
(1,074 |
) |
Consolidated
total |
|
|
|
$ |
(27,625 |
) |
|
$ |
(5,936 |
) |
Beginning in the first quarter of
2007, segment operating income includes expenses associated with product engineering activities, which is consistent with a change in the
Companys internal reporting structure. These expenses were previously included in Research expense. Additionally, certain other 2006 expenses
previously included in Unallocated have been allocated to Paper Machine Clothing and Applied Technologies to conform to the current year presentation.
The following table illustrates the impact on the 2006 and 2005 segment operating income that resulted from these changes:
|
|
|
|
Years ended December 31,
|
|
|
|
|
|
2006
|
|
2005
|
|
(in thousands)
|
|
|
|
As originally Reported
|
|
Reclassification
|
|
As Adjusted
|
|
As originally Reported
|
|
Reclassification
|
|
As Adjusted
|
|
Operating
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paper Machine
Clothing |
|
|
|
$ |
138,895 |
|
|
$ |
(8,565 |
) |
|
$ |
130,330 |
|
|
$ |
164,986 |
|
|
$ |
(5,256 |
) |
|
$ |
159,730 |
|
|
|
|
|
Applied
Technologies |
|
|
|
|
17,398 |
|
|
|
(2,099 |
) |
|
|
15,299 |
|
|
|
20,545 |
|
|
|
(904 |
) |
|
|
19,641 |
|
|
|
|
|
Albany Door
Systems |
|
|
|
|
8,089 |
|
|
|
(2,158 |
) |
|
|
5,931 |
|
|
|
7,579 |
|
|
|
(1,882 |
) |
|
|
5,697 |
|
|
|
|
|
Research
expense |
|
|
|
|
(31,665 |
) |
|
|
10,037 |
|
|
|
(21,628 |
) |
|
|
(28,059 |
) |
|
|
8,042 |
|
|
|
(20,017 |
) |
|
|
|
|
Unallocated
expenses |
|
|
|
|
(42,430 |
) |
|
|
2,785 |
|
|
|
(39,645 |
) |
|
|
(49,052 |
) |
|
|
|
|
|
|
(49,052 |
) |
|
|
|
|
Consolidated
total |
|
|
|
$ |
90,287 |
|
|
$ |
|
|
|
$ |
90,287 |
|
|
$ |
115,999 |
|
|
$ |
|
|
|
$ |
115,999 |
|
|
|
|
|
The following table presents
operating assets and capital expenditures by reportable segment:
80
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
12. Reportable Segments and Geographic
Data (Continued)
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Operating
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paper Machine
Clothing |
|
|
|
$ |
1,632,968 |
|
|
$ |
1,453,351 |
|
|
$ |
1,262,190 |
|
Applied
Technologies |
|
|
|
|
260,429 |
|
|
|
194,553 |
|
|
|
133,222 |
|
Albany Door
Systems |
|
|
|
|
110,319 |
|
|
|
88,042 |
|
|
|
73,019 |
|
Reconciling
items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
depreciation |
|
|
|
|
(695,957 |
) |
|
|
(633,732 |
) |
|
|
(556,906 |
) |
Deferred tax
assets |
|
|
|
|
127,338 |
|
|
|
128,570 |
|
|
|
97,887 |
|
Investment in
associated companies |
|
|
|
|
5,373 |
|
|
|
6,634 |
|
|
|
6,403 |
|
Other
|
|
|
|
|
86,507 |
|
|
|
69,129 |
|
|
|
71,232 |
|
Consolidated
total assets |
|
|
|
$ |
1,526,977 |
|
|
$ |
1,306,547 |
|
|
$ |
1,087,047 |
|
Capital
expenditures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paper Machine
Clothing |
|
|
|
$ |
117,491 |
|
|
$ |
73,545 |
|
|
$ |
39,843 |
|
Applied
Technologies |
|
|
|
|
30,886 |
|
|
|
10,036 |
|
|
|
2,716 |
|
Albany Door
Systems |
|
|
|
|
495 |
|
|
|
527 |
|
|
|
634 |
|
Corporate
|
|
|
|
|
343 |
|
|
|
344 |
|
|
|
100 |
|
Consolidated
total |
|
|
|
$ |
149,215 |
|
|
$ |
84,452 |
|
|
$ |
43,293 |
|
The following table shows data by
geographic area. Net sales are based on the location of the operation recording the final sale to the customer.
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Net
sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
|
$ |
379,410 |
|
|
$ |
355,541 |
|
|
$ |
348,244 |
|
Switzerland
|
|
|
|
|
136,577 |
|
|
|
3,061 |
|
|
|
2,870 |
|
Canada
|
|
|
|
|
65,406 |
|
|
|
71,090 |
|
|
|
73,628 |
|
Sweden
|
|
|
|
|
56,253 |
|
|
|
101,100 |
|
|
|
85,528 |
|
Germany
|
|
|
|
|
88,146 |
|
|
|
101,541 |
|
|
|
99,090 |
|
France
|
|
|
|
|
65,415 |
|
|
|
74,937 |
|
|
|
76,677 |
|
Other
countries |
|
|
|
|
301,770 |
|
|
|
304,188 |
|
|
|
292,673 |
|
Consolidated
total |
|
|
|
$ |
1,092,977 |
|
|
$ |
1,011,458 |
|
|
$ |
978,710 |
|
Property,
plant and equipment, at cost, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
|
$ |
113,911 |
|
|
$ |
96,153 |
|
|
$ |
88,548 |
|
China
|
|
|
|
|
82,148 |
|
|
|
25,823 |
|
|
|
5,056 |
|
Canada
|
|
|
|
|
31,524 |
|
|
|
28,308 |
|
|
|
28,449 |
|
Sweden
|
|
|
|
|
50,998 |
|
|
|
52,225 |
|
|
|
49,366 |
|
Germany
|
|
|
|
|
46,410 |
|
|
|
48,446 |
|
|
|
49,341 |
|
France
|
|
|
|
|
35,289 |
|
|
|
35,385 |
|
|
|
31,527 |
|
Other
countries |
|
|
|
|
139,260 |
|
|
|
111,181 |
|
|
|
83,159 |
|
Consolidated
total |
|
|
|
$ |
499,540 |
|
|
$ |
397,521 |
|
|
$ |
335,446 |
|
81
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
13. 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. The U.S. pension plan accounts for 64% of consolidated pension plan assets, and 52% of consolidated benefit plan obligations. The
eligibility, benefit formulas and contribution requirements for plans outside of the U.S. vary by location.
Other Postretirement Benefits
In addition to providing pension
benefits, the Company provides various medical, dental and life insurance benefits for certain retired United States employees. U.S. employees hired
prior to 2005 may become eligible for these benefits if they reach normal retirement age while working for the Company. Benefits provided under this
plan are subject to change. Retirees share in the cost of these benefits. Effective January 1, 2005, any new employees who wish to be covered under
this plan will be responsible for the full cost of such benefits, except for life insurance benefits which continue to be provided. The Companys
non-U.S. operations do not offer such benefits to retirees. The Company accrues the cost of providing postretirement benefits during the active service
period of the employees. The Company currently funds the plan as claims are paid.
In September 2006, the FASB
issued FAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans. FAS No. 158 requires, among
other things, the recognition of the funded status of each defined benefit and other postretirement benefit plan. Each overfunded plan is recognized as
an asset and each underfunded plan is recognized as a liability. The initial impact of this Standard due to unrecognized prior service costs or credits
and net actuarial gains or losses, as well as subsequent changes in the funded status, was recognized as a component of accumulated comprehensive loss
in shareholders equity. Additional minimum pension liabilities and related intangible assets were also derecognized upon adoption of FAS No. 158
in the fourth quarter of 2006. The Companys adoption of FAS No. 158 on December 31, 2006 resulted in the following non-cash adjustments: an
increase of $23,758,000 in noncurrent deferred tax assets, a decrease of $5,610,000 in intangible assets, an increase of $59,624,000 in pension
liabilities, and an increase of $41,476,000 in accumulated other comprehensive losses. Pension plan data for U.S. and non-U.S. plans has been combined
for both 2007 and 2006, except where indicated below.
The Companys pension and
postretirement benefit costs and benefit obligations are based on actuarial valuations that are affected by many assumptions, the most significant of
which are the assumed discount rate, expected rate of return on pension plan assets, and mortality. Each of the assumptions is reviewed and updated
annually, as appropriate.
The assumed discount rate is
based on yields from a portfolio of currently available high-quality fixed-income investments with durations matching the expected future payments,
based on the demographics of the plan participants and the plan provisions.
At September 30, 2007, the
measurement date for the pension plans, the largest portion of pension plan assets (35% for the U.S. plan and 74% for non-U.S. plans) was invested in
equities. The assumed rates of return are determined for each major asset category based on historical rates of return for assets in that category and
expectations of future rates of return based, in part, on simulated future capital market performance.
For the U.S. pension plan, 2007
pension expense was determined using the 1983 Group Annuity Mortality table. The benefit obligation as of September 30, 2007 was calculated using the
RP-2000 Combined Healthy Mortality table projected to 2015 using Scale AA with phase-out and without collar adjustment.
Gains and losses arise from
changes in the assumptions used to measure the benefit obligations, and experience different from what had been assumed, including asset returns
different than what had been expected. The Company
82
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
13. Pensions and Other Postretirement
Benefit Plans (Continued)
amortizes gains and losses in
excess of a corridor over the average future service of the plans current participants (11 years for the U.S. pension plan). The
corridor is defined as 10% of the greater of the plans projected benefit obligation or market-related value of plan assets. The market-related
value of plan assets is also used to determine the expected return on plan assets component of net periodic cost. The Companys market-related
value for its U.S. plan is measured by first determining the absolute difference between the actual and the expected return on the plan assets. The
absolute difference in excess of 5% of the expected return is added to the market-related value over two years; the remainder is added to the
market-related value immediately.
During 2006, the Company became
aware that the postretirement benefit obligation was underacrrued by $2,100,000. The underaccrual was related to cash payments made by the Company
during 2004 and 2005 for retiree medical and life insurance benefits. The Company recorded this amount in accordance with Securities and Exchange
Commission Staff Accounting Bulletin No. 108. The adjustment had the effect of reducing 2006 net income by $1,470,000, or $0.05 per basic share. The
increase in the benefit obligation is included in Actuarial losses.
To the extent the Companys
unrecognized net losses and unrecognized prior service costs, including the amount recognized through accumulated other comprehensive income, are not
reduced by future favorable plan experience, they will be recognized as a component of the net periodic cost in future years. The Companys
unrecognized net loss is primarily attributable to recent declines in interest rates, which has a corresponding effect on the discount rate, and
unfavorable investment returns during 2000 through 2002.
The Company has classified
$3,498,000 of its accrued pension liability as a current liability at December 31, 2007, reflecting amounts expected to be funded within the next year.
Contributions during 2007 totaled $20,827,000. For U.S. pension funding purposes, the Company uses the plans IRS-basis current liability as its
funding target, which is determined based on mandated assumptions. Weak investment returns and low interest rates could result in equal or greater
contributions to the pension plans in future years.
The following table sets forth
the plan benefit obligations:
|
|
|
|
As of December 31, 2007
|
|
As of December 31, 2006
|
|
(in thousands)
|
|
|
|
Pension Plans
|
|
Other Postretirement Benefits
|
|
Pension Plans
|
|
Other Postretirement Benefits
|
Benefit
obligation, beginning of year |
|
|
|
$ |
374,348 |
|
|
$ |
109,126 |
|
|
$ |
345,828 |
|
|
$ |
110,370 |
|
Service cost
|
|
|
|
|
6,995 |
|
|
|
2,344 |
|
|
|
7,104 |
|
|
|
2,616 |
|
Interest cost
|
|
|
|
|
19,909 |
|
|
|
6,178 |
|
|
|
18,010 |
|
|
|
5,838 |
|
Plan
participants contributions |
|
|
|
|
836 |
|
|
|
1,746 |
|
|
|
968 |
|
|
|
1,440 |
|
Plan
amendments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,053 |
|
Actuarial
(gain)/loss |
|
|
|
|
(9,901 |
) |
|
|
(6,839 |
) |
|
|
9,413 |
|
|
|
(9,518 |
) |
Liabilities
for plans not previously included |
|
|
|
|
|
|
|
|
|
|
|
|
2,527 |
|
|
|
|
|
Curtailments
|
|
|
|
|
(1,553 |
) |
|
|
(2,456 |
) |
|
|
(1,180 |
) |
|
|
|
|
Special
termination benefits |
|
|
|
|
2,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits paid
|
|
|
|
|
(25,711 |
) |
|
|
(6,442 |
) |
|
|
(20,994 |
) |
|
|
(6,282 |
) |
Federal
subsidy on benefits paid |
|
|
|
|
|
|
|
|
599 |
|
|
|
|
|
|
|
609 |
|
Foreign
currency changes |
|
|
|
|
16,903 |
|
|
|
|
|
|
|
12,672 |
|
|
|
|
|
Benefit
obligation, end of year |
|
|
|
$ |
383,902 |
|
|
$ |
104,256 |
|
|
$ |
374,348 |
|
|
$ |
109,126 |
|
Accumulated
benefit obligation |
|
|
|
$ |
348,729 |
|
|
|
|
|
|
$ |
337,337 |
|
|
|
|
|
83
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
13. Pensions and Other Postretirement
Benefit Plans (Continued)
|
|
|
|
As of December 31, 2007
|
|
As of December 31, 2006
|
|
(in thousands)
|
|
|
|
Pension Plans
|
|
Other Postretirement Benefits
|
|
Pension Plans
|
|
Other Postretirement Benefits
|
Weighted
average assumptions used to determine benefit obligations, end of year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
|
|
5.92 |
% |
|
|
6.25 |
% |
|
|
5.51 |
% |
|
|
5.90 |
% |
Weighted
average rate of compensation increase |
|
|
|
|
3.67 |
% |
|
|
3.50 |
% |
|
|
3.63 |
% |
|
|
3.50 |
% |
Health care
cost trend rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial rate
|
|
|
|
|
|
|
|
|
9.00 |
% |
|
|
|
|
|
|
10.00 |
% |
Ultimate rate
|
|
|
|
|
|
|
|
|
5.00 |
% |
|
|
|
|
|
|
5.00 |
% |
Years to
ultimate |
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
5 |
|
The Company uses a measurement
date of September 30 for its pension plans and December 31 for its postretirement benefit plan. In accordance with the provisions of FAS No. 158, in
2008, the Company will change its pension plan measurement date to December 31.
Assumed health care cost trend
rates have a significant effect on the amounts reported for health care plans. A one-percentage point change in assumed health care cost trend rates
would have the following effect on the Companys postretirement benefit obligation:
|
|
|
|
December 31,
|
|
(in thousands)
|
|
|
|
2007
|
|
2006
|
1 percentage
point increase |
|
|
|
$ |
13,963 |
|
|
$ |
14,873 |
|
1 percentage
point decrease |
|
|
|
|
(11,396 |
) |
|
|
(12,165 |
) |
The following sets forth
information about plan assets:
|
|
|
|
As of December 31, 2007
|
|
As of December 31, 2006
|
|
(in thousands)
|
|
|
|
Pension Plans
|
|
Other Postretirement Benefits
|
|
Pension Plans
|
|
Other Postretirement Benefits
|
Fair value of
plan assets, beginning of year |
|
|
|
$ |
269,188 |
|
|
$ |
|
|
|
$ |
230,368 |
|
|
$ |
|
|
Actual return
on plan assets, net of expenses |
|
|
|
|
39,342 |
|
|
|
|
|
|
|
22,268 |
|
|
|
|
|
Assets
related to plans not previously included |
|
|
|
|
|
|
|
|
|
|
|
|
2,057 |
|
|
|
|
|
Employer
contributions |
|
|
|
|
20,827 |
|
|
|
4,696 |
|
|
|
29,857 |
|
|
|
4,842 |
|
Plan
participants contributions |
|
|
|
|
836 |
|
|
|
1,746 |
|
|
|
968 |
|
|
|
1,440 |
|
Benefits paid
|
|
|
|
|
(25,711 |
) |
|
|
(6,442 |
) |
|
|
(20,994 |
) |
|
|
(6,282 |
) |
Foreign
currency changes |
|
|
|
|
10,513 |
|
|
|
|
|
|
|
4,664 |
|
|
|
|
|
Fair value of
plan assets, end of year |
|
|
|
$ |
314,995 |
|
|
$ |
|
|
|
$ |
269,188 |
|
|
$ |
|
|
84
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
13. Pensions and Other Postretirement
Benefit Plans (Continued)
The funded status of the plans,
reconciled to the amount on the Consolidated Balance Sheet, was as follows:
|
|
|
|
As of December 31, 2007
|
|
As of December 31, 2006
|
|
(in thousands)
|
|
|
|
Pension Plans
|
|
Other Postretirement Benefits
|
|
Pension Plans
|
|
Other Postretirement Benefits
|
Fair value of
plan assets |
|
|
|
$ |
314,995 |
|
|
$ |
|
|
|
$ |
269,188 |
|
|
$ |
|
|
Benefit
obligation |
|
|
|
|
383,902 |
|
|
|
(104,256 |
) |
|
|
374,348 |
|
|
|
(109,127 |
) |
Funded status
|
|
|
|
|
(68,907 |
) |
|
|
(104,256 |
) |
|
|
(105,160 |
) |
|
|
(109,127 |
) |
Amounts
not yet recognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth
quarter contributions |
|
|
|
|
2,265 |
|
|
|
|
|
|
|
2,017 |
|
|
|
|
|
Accrued
benefit cost, end of year |
|
|
|
$ |
(66,642 |
) |
|
$ |
(104,256 |
) |
|
$ |
(103,143 |
) |
|
$ |
(109,127 |
) |
Amounts
recognized in the statement of financial position consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent
asset |
|
|
|
$ |
13,004 |
|
|
$ |
|
|
|
$ |
2,044 |
|
|
$ |
|
|
Current
liability |
|
|
|
|
(3,498 |
) |
|
|
(5,750 |
) |
|
|
(3,153 |
) |
|
|
(6,115 |
) |
Noncurrent
liability |
|
|
|
|
(76,148 |
) |
|
|
(98,506 |
) |
|
|
(102,034 |
) |
|
|
(103,012 |
) |
Net amount
recognized |
|
|
|
$ |
(66,642 |
) |
|
$ |
(104,256 |
) |
|
$ |
(103,143 |
) |
|
$ |
(109,127 |
) |
Amounts
recognized in accumulated other comprehensive income consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial
loss |
|
|
|
$ |
65,196 |
|
|
$ |
53,894 |
|
|
$ |
98,684 |
|
|
$ |
66,400 |
|
Prior service
cost/(credit) |
|
|
|
|
3,938 |
|
|
|
(35,649 |
) |
|
|
5,485 |
|
|
|
(42,369 |
) |
Transition
obligation |
|
|
|
|
108 |
|
|
|
|
|
|
|
135 |
|
|
|
|
|
Net amount
recognized |
|
|
|
$ |
69,242 |
|
|
$ |
18,245 |
|
|
$ |
104,304 |
|
|
$ |
24,031 |
|
Pension amounts recognized in
accumulated other comprehensive income shown for 2006 have been updated to conform to current-year presentation. This update has no affect on balance
sheet amounts reported during 2006.
The composition of the net
periodic benefit plan cost for the years ended December 31, 2007, 2006, and 2005, was as follows:
|
|
|
|
Pension Plans
|
|
Other Postretirement Benefits
|
|
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
Components
of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
|
|
$ |
6,995 |
|
|
$ |
7,104 |
|
|
$ |
6,241 |
|
|
$ |
2,344 |
|
|
$ |
2,616 |
|
|
$ |
3,776 |
|
Interest cost
|
|
|
|
|
19,909 |
|
|
|
18,010 |
|
|
|
18,795 |
|
|
|
6,178 |
|
|
|
5,838 |
|
|
|
7,997 |
|
Expected
return on assets |
|
|
|
|
(20,541 |
) |
|
|
(17,705 |
) |
|
|
(16,875 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
of prior service cost/(credit) |
|
|
|
|
894 |
|
|
|
941 |
|
|
|
1,046 |
|
|
|
(4,042 |
) |
|
|
(4,552 |
) |
|
|
(1,848 |
) |
Amortization
of transition obligation |
|
|
|
|
33 |
|
|
|
53 |
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
of net actuarial loss |
|
|
|
|
5,136 |
|
|
|
5,551 |
|
|
|
5,533 |
|
|
|
3,212 |
|
|
|
4,366 |
|
|
|
4,520 |
|
Settlement
|
|
|
|
|
|
|
|
|
|
|
|
|
1,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Special
termination benefits |
|
|
|
$ |
2,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Curtailment
loss/(gain) |
|
|
|
|
735 |
|
|
|
81 |
|
|
|
|
|
|
|
(2,678 |
) |
|
|
|
|
|
|
|
|
Net periodic
benefit cost |
|
|
|
$ |
15,237 |
|
|
$ |
14,035 |
|
|
$ |
15,776 |
|
|
$ |
5,014 |
|
|
$ |
8,268 |
|
|
$ |
14,445 |
|
85
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
13. Pensions and Other Postretirement
Benefit Plans (Continued)
|
|
|
|
Pension Plans
|
|
Other Postretirement Benefits
|
|
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
Weighted
average assumptions used to determine net cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
U.S. and non-U.S. Plans |
|
|
|
|
5.51 |
% |
|
|
5.32 |
% |
|
|
5.69 |
% |
|
|
6.13 |
% |
|
|
5.70 |
% |
|
|
5.63 |
% |
Expected
return on plan assets U.S. Plans |
|
|
|
|
8.50 |
% |
|
|
8.50 |
% |
|
|
8.50 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Expected
return on plan assets non-U.S. Plans |
|
|
|
|
7.05 |
% |
|
|
7.15 |
% |
|
|
7.04 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Rate of
compensation increase U.S. and non-U.S. plans |
|
|
|
|
3.63 |
% |
|
|
3.44 |
% |
|
|
3.44 |
% |
|
|
3.50 |
% |
|
|
3.50 |
% |
|
|
3.50 |
% |
Health care
cost trend rate (U.S. and non-U.S. plans):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.00 |
% |
|
|
11.00 |
% |
|
|
12.00 |
% |
Ultimate rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.00 |
% |
|
|
5.00 |
% |
|
|
5.00 |
% |
Years to
ultimate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
6 |
|
|
|
7 |
|
The 2007 curtailment and special
termination benefits are related to restructuring activities in North America and Europe. Additionally, the Company expects to recognize a curtailment
gain of $1,148,000 in the first quarter of 2008 related to the effect of these restructuring activities on the other postretirement benefits plan. The
curtailment gain was deferred into 2008 because final settlement had not occurred as of December 31, 2007.
Other changes in plan assets and
benefit obligations recognized in other comprehensive income during 2007 were as follows:
(in thousands)
|
|
|
|
Pension Plans
|
|
Other Postretirement Benefits
|
Curtailments
effects |
|
|
|
$ |
(1,772 |
) |
|
$ |
222 |
|
Exchange rate
effect |
|
|
|
|
1,990 |
|
|
|
|
|
Current year
actuarial (gain) |
|
|
|
|
(29,219 |
) |
|
|
(6,839 |
) |
Amortization
of actuarial (loss) |
|
|
|
|
(5,134 |
) |
|
|
(3,212 |
) |
Amortization
of prior service (cost)/credit |
|
|
|
|
(894 |
) |
|
|
4,042 |
|
Amortization
of transition (obligation) |
|
|
|
|
(33 |
) |
|
|
|
|
Total
recognized in other comprehensive income |
|
|
|
$ |
(35,062 |
) |
|
$ |
(5,787 |
) |
Total
recognized in net periodic benefit cost and other comprehensive income |
|
|
|
$ |
(19,825 |
) |
|
$ |
773 |
|
The estimated amounts that will
be amortized from accumulated other comprehensive income into net periodic benefit cost in 2008 are, as follows:
(in thousands)
|
|
|
|
Total Pension
|
|
Total Postretirement Benefits
|
Actuarial loss
|
|
|
|
$ |
2,763 |
|
|
$ |
2,877 |
|
Prior service
cost/(credit) |
|
|
|
|
764 |
|
|
|
(4,954 |
) |
Transition
obligation |
|
|
|
|
34 |
|
|
|
|
|
Total
|
|
|
|
$ |
3,561 |
|
|
$ |
(2,077 |
) |
86
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
13. Pensions and Other Postretirement
Benefit Plans (Continued)
Assumed health care cost trend
rates have a significant effect on the amounts reported for health care plans. A one-percentage point change in the assumed health care cost trend
rates would have had the following effect on the total of service and interest cost:
|
|
|
|
December 31,
|
|
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
1 percentage
point increase |
|
|
|
$ |
1,414 |
|
|
$ |
1,330 |
|
|
$ |
2,263 |
|
1 percentage
point decrease |
|
|
|
|
(1,129 |
) |
|
|
(1,065 |
) |
|
|
(1,786 |
) |
The asset allocation for the
Companys U.S. and non-U.S. pension plans for 2007 and 2006 and the target allocation for 2008, by asset category, are as
follows:
|
|
|
|
United States Plan
|
|
non-U.S. Plans
|
|
|
|
|
|
|
|
Percentage of plan assets at plan measurement
date |
|
|
|
Percentage of plan assets at plan measurement
date |
|
Asset category
|
|
|
|
Target Allocation 2008
|
|
2007
|
|
2006
|
|
Target Allocation 2008
|
|
2007
|
|
2006
|
Equity
securities |
|
|
|
|
45 |
% |
|
|
35 |
% |
|
|
48 |
% |
|
|
73 |
% |
|
|
74 |
% |
|
|
72 |
% |
Debt
securities |
|
|
|
|
10 |
% |
|
|
8 |
% |
|
|
5 |
% |
|
|
19 |
% |
|
|
20 |
% |
|
|
21 |
% |
Real estate
|
|
|
|
|
8 |
% |
|
|
7 |
% |
|
|
8 |
% |
|
|
2 |
% |
|
|
2 |
% |
|
|
2 |
% |
Cash
|
|
|
|
|
|
|
|
|
6 |
% |
|
|
1 |
% |
|
|
1 |
% |
|
|
|
|
|
|
|
|
Other (1)
|
|
|
|
|
37 |
% |
|
|
44 |
% |
|
|
38 |
% |
|
|
5 |
% |
|
|
4 |
% |
|
|
5 |
% |
|
|
|
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
1) |
|
Includes hedged equity and absolute return strategies, and
private equity |
The targeted plan asset
allocation is based on an analysis of the actuarial liabilities, a review of viable asset classes, and an analysis of the expected rate of return,
risk, and other investment characteristics of various investment asset classes. The expected rate of return on plan assets is based on the targeted
plan asset allocation and historical returns of various investments.
The projected benefit obligation
and fair value of plan assets for pension plans with a projected benefit obligation in excess of plan assets at December 31, 2007 and 2006 were as
follows:
|
|
|
|
2007
|
|
2006
|
Projected
Benefit Obligation in Excess of Plan Assets
|
|
|
|
|
|
|
|
|
|
|
Projected
benefit obligation, end of year |
|
|
|
|
168,548 |
|
|
|
355,923 |
|
Fair value of
plan assets, end of year |
|
|
|
|
86,638 |
|
|
|
248,795 |
|
The projected benefit obligation,
accumulated benefit obligation and fair value of plan assets for pension plans with an accumulated benefit obligation in excess of plan assets at
December 31, 2007 and 2006 were as follows:
|
|
|
|
2007
|
|
2006
|
Accumulated Benefit Obligation in Excess of Plan Assets
|
|
|
|
|
|
|
|
|
|
|
Projected
benefit obligation, end of year |
|
|
|
|
110,196 |
|
|
|
355,923 |
|
Accumulated
benefit obligation, end of year |
|
|
|
|
102,874 |
|
|
|
320,562 |
|
Fair value of
plan assets, end of year |
|
|
|
|
35,807 |
|
|
|
248,795 |
|
87
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
13. Pensions and Other Postretirement
Benefit Plans (Continued)
Information about expected cash
flows for the pension and other benefit obligations, including the expected government subsidy under the Medicare Prescription Drug, Improvement and
Modernization Act of 2003, are as follows:
|
|
|
|
|
|
Other postretirement benefits
|
|
(in thousands)
|
|
|
|
Pension plans
|
|
before subsidy
|
|
government subsidy
|
Expected
employer contributions in the next fiscal year |
|
|
|
$ |
19,605 |
|
|
$ |
5,750 |
|
|
$ |
660 |
|
Expected
benefit payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
$ |
18,322 |
|
|
$ |
5,750 |
|
|
$ |
660 |
|
2009
|
|
|
|
|
18,571 |
|
|
|
5,974 |
|
|
|
734 |
|
2010
|
|
|
|
|
19,302 |
|
|
|
6,233 |
|
|
|
805 |
|
2011
|
|
|
|
|
20,195 |
|
|
|
6,566 |
|
|
|
864 |
|
2012
|
|
|
|
|
21,416 |
|
|
|
6,772 |
|
|
|
933 |
|
2013-2017
|
|
|
|
|
121,619 |
|
|
|
38,776 |
|
|
|
5,504 |
|
14. Translation
Adjustments
The Consolidated Statements of
Cash Flows were affected by translation as follows:
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Change in
cumulative translation adjustments |
|
|
|
$ |
60,556 |
|
|
$ |
52,857 |
|
|
$ |
(59,494 |
) |
Other
noncurrent liabilities |
|
|
|
|
6,178 |
|
|
|
8,227 |
|
|
|
(9,471 |
) |
Deferred
taxes |
|
|
|
|
(2,093 |
) |
|
|
(787 |
) |
|
|
1,179 |
|
Long-term
debt |
|
|
|
|
5 |
|
|
|
15 |
|
|
|
(40 |
) |
Accounts
receivable |
|
|
|
|
(17,784 |
) |
|
|
(12,203 |
) |
|
|
12,673 |
|
Inventories
|
|
|
|
|
(14,065 |
) |
|
|
(9,704 |
) |
|
|
8,287 |
|
Investments
in associated companies |
|
|
|
|
(221 |
) |
|
|
13 |
|
|
|
562 |
|
Property,
plant and equipment, net |
|
|
|
|
(28,063 |
) |
|
|
(24,605 |
) |
|
|
27,225 |
|
Goodwill and
intangibles |
|
|
|
|
(17,285 |
) |
|
|
(14,097 |
) |
|
|
18,882 |
|
Other
|
|
|
|
|
9,731 |
|
|
|
7,656 |
|
|
|
(9,970 |
) |
Effect of
exchange rate changes |
|
|
|
$ |
(3,041 |
) |
|
$ |
7,372 |
|
|
$ |
(10,167 |
) |
The change in cumulative
translation adjustments includes the following:
(in thousands)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Translation
of non-U.S. subsidiaries |
|
|
|
$ |
59,878 |
|
|
$ |
62,507 |
|
|
$ |
(80,627 |
) |
Gain/(loss)
on long-term intercompany loans |
|
|
|
|
678 |
|
|
|
(9,650 |
) |
|
|
19,476 |
|
Gain on
derivative contracts designated as hedge |
|
|
|
|
|
|
|
|
|
|
|
|
1,657 |
|
Effect of
exchange rate changes |
|
|
|
$ |
60,556 |
|
|
$ |
52,857 |
|
|
$ |
(59,494 |
) |
15. Stock Options and Incentive
Plans
Effective January 1, 2006, the
Company began recording compensation expense associated with stock options and other forms of equity compensation in accordance with Financial
Accounting Standard No. 123 (Revised) Share-Based Payment (FAS No. 123R), as interpreted by SEC Staff Accounting Bulletin No. 107.
The Company adopted the modified prospective transition method provided under FAS No. 123R, and, accordingly, has not retroactively adjusted results of
prior periods. Under this transition method, compensation cost associated with stock
88
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
15. Stock Options and Incentive Plans
(Continued)
options recognized in 2006
and 2007 includes amortization related to the remaining unvested portion of all stock option awards granted prior to January 1, 2006, based on the
grant date fair value estimated in accordance with the original provisions of FAS No. 123. The Company recognized $804,000 during 2007 and $1,543,000
during 2006 in stock-based compensation expense, all of which was recorded in Selling and general expenses. No stock-based compensation cost was
recognized prior to January 1, 2006.
During 1988, 1992 and 1998, the
shareholders approved stock option plans for key employees. The 1988 and 1992 plans, under which options can no longer be granted, each provided for
the granting of up to 2,000,000 shares of Class A Common Stock. The 1998 plan provides for the granting of up to 5,000,000 shares of Class A Common
Stock. In addition, in 1997 the Board of Directors granted one option outside these plans for 250,000 shares of Class A Common Stock. Options are
normally exercisable in five cumulative annual amounts beginning 12 months after date of grant. Option exercise prices were normally equal to and were
not permitted to be less than the market value on the date of grant. The option granted by the Board in 1997 is not exercisable unless the
Companys share price reaches $48 per share and exercise is then limited to 10% of the total number of shares multiplied by the number of full
years of employment elapsed since the grant date. During 2000, the Board of Directors approved an amendment to increase the period after retirement to
exercise options from 5 years to 10 years. This amendment, however, does not change the original termination date of each option. Unexercised options
generally terminate twenty years after the date of grant for all plans.
There have been no stock options
granted since November 2002. For options granted, the fair value of each option granted was estimated on the grant date using the Black-Scholes
option-pricing model. No adjustments were made for certain factors that are generally recognized to reduce the value of option contracts because such
impact was not considered material. These factors include limited transferability, a 20% per year vesting schedule, a share price threshold with
vesting based on years of employment, and the risk of forfeiture of the non-vested portion if employment were terminated. The expected life of the
options was based on employee groups and ranged from 11 to 20 years. Prior to 2006, the Company applied Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, in accounting for the stock option plans and, accordingly, no compensation cost was
recognized.
Prior to the adoption of FAS
123R, the Company presented all tax benefits for deductions resulting from the exercise of stock options and disqualifying dispositions as operating
cash flows in the Consolidated Statement of Cash Flows. FAS 123R requires the benefits of tax deductions in excess of recognized compensation expense
to be reported as a financing cash flow, rather than as an operating cash flow. Total cash flow will remain unchanged from what would have been
reported under prior accounting rules.
If compensation cost of the
Companys stock-based compensation plans had been determined consistent with FAS No. 123 for years prior to 2006, net income and earnings per
share would have been adjusted to the following pro forma amounts:
(in thousands, except per share amounts)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Net income,
as reported |
|
|
|
$ |
17,782 |
|
|
$ |
58,039 |
|
|
$ |
71,852 |
|
Deduct:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
stock-based employee compensation expense determined under fair value based method for all awards, net of taxes |
|
|
|
|
|
|
|
|
|
|
|
|
1,473 |
|
Net income,
pro forma |
|
|
|
$ |
17,782 |
|
|
$ |
58,039 |
|
|
$ |
70,379 |
|
89
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
15. Stock Options and Incentive Plans
(Continued)
(in thousands, except per share amounts)
|
|
|
|
2007
|
|
2006
|
|
2005
|
Basic net
income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
|
|
$ |
0.60 |
|
|
$ |
1.95 |
|
|
$ |
2.25 |
|
Pro forma
|
|
|
|
|
0.60 |
|
|
|
1.95 |
|
|
|
2.20 |
|
Diluted
earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
|
|
$ |
0.60 |
|
|
$ |
1.92 |
|
|
$ |
2.22 |
|
Pro forma
|
|
|
|
|
0.60 |
|
|
|
1.92 |
|
|
|
2.17 |
|
Activity with respect to these
plans is as follows:
|
|
|
|
2007
|
|
2006
|
|
2005
|
Shares under
option January 1 |
|
|
|
|
1,259,146 |
|
|
|
1,453,120 |
|
|
|
2,345,500 |
|
Options
granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
canceled |
|
|
|
|
12,390 |
|
|
|
23,450 |
|
|
|
50,040 |
|
Options
exercised |
|
|
|
|
183,007 |
|
|
|
170,524 |
|
|
|
842,340 |
|
Shares under
option at December 31 |
|
|
|
|
1,063,749 |
|
|
|
1,259,146 |
|
|
|
1,453,120 |
|
Options
exercisable at December 31 |
|
|
|
|
813,749 |
|
|
|
961,046 |
|
|
|
1,019,420 |
|
Shares
available for future option grants |
|
|
|
|
551,295 |
|
|
|
534,505 |
|
|
|
515,455 |
|
The weighted average exercise
price is as follows:
|
|
|
|
2007
|
|
2006
|
|
2005
|
Shares under
option January 1 |
|
|
|
$ |
20.43 |
|
|
$ |
20.26 |
|
|
$ |
19.13 |
|
Options
granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
canceled |
|
|
|
|
20.63 |
|
|
|
20.57 |
|
|
|
19.50 |
|
Options
exercised |
|
|
|
|
18.10 |
|
|
|
18.92 |
|
|
|
17.16 |
|
Shares under
option December 31 |
|
|
|
|
20.85 |
|
|
|
20.43 |
|
|
|
20.26 |
|
Options
exercisable December 31 |
|
|
|
|
19.40 |
|
|
|
19.09 |
|
|
|
18.90 |
|
A summary of the changes in the
Companys nonvested option shares is presented below:
|
|
|
|
Option shares
|
|
Weighted Average Fair value
|
Nonvested at
December 31, 2006 |
|
|
|
|
98,100 |
|
|
$ |
11.65 |
|
Vested during
period |
|
|
|
|
(40,000 |
) |
|
|
11.00 |
|
Canceled
|
|
|
|
|
(8,100 |
) |
|
|
9.65 |
|
Nonvested at
December 31, 2007 |
|
|
|
|
50,000 |
|
|
$ |
11.65 |
|
90
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
15. Stock Options and Incentive Plans
(Continued)
The following is a summary of the
status of options outstanding at December 31, 2007:
|
|
|
|
|
|
Outstanding Options
|
|
Exercisable Options
|
|
Exercise Price Range
|
|
|
|
Number
|
|
Weighted Average Remaining Contractual
Life
|
|
Weighted Average Exercise Price
|
|
Number
|
|
Weighted Average Exercise Price
|
$10.56
|
|
|
|
|
47,897 |
|
|
|
10.1 |
|
|
$ |
10.56 |
|
|
|
47,897 |
|
|
$ |
10.56 |
|
$15.00$15.69 |
|
|
|
|
64,900 |
|
|
|
7.8 |
|
|
|
15.42 |
|
|
|
64,900 |
|
|
|
15.42 |
|
$16.25$16.79 |
|
|
|
|
33,500 |
|
|
|
4.8 |
|
|
|
16.32 |
|
|
|
33,500 |
|
|
|
16.32 |
|
$18.63$18.79 |
|
|
|
|
56,000 |
|
|
|
6.1 |
|
|
|
18.74 |
|
|
|
56,000 |
|
|
|
18.74 |
|
$19.38
|
|
|
|
|
65,569 |
|
|
|
7.9 |
|
|
|
19.38 |
|
|
|
65,569 |
|
|
|
19.38 |
|
$19.75
|
|
|
|
|
65,200 |
|
|
|
8.6 |
|
|
|
19.75 |
|
|
|
65,200 |
|
|
|
19.75 |
|
$20.45$20.63 |
|
|
|
|
332,683 |
|
|
|
9.9 |
|
|
|
20.54 |
|
|
|
332,683 |
|
|
|
20.54 |
|
$22.25
|
|
|
|
|
148,000 |
|
|
|
7.3 |
|
|
|
22.25 |
|
|
|
148,000 |
|
|
|
22.25 |
|
$25.56
|
|
|
|
|
250,000 |
|
|
|
9.9 |
|
|
|
25.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,063,749 |
|
|
|
8.9 |
|
|
$ |
20.85 |
|
|
|
813,749 |
|
|
$ |
19.40 |
|
As of December 31, 2007, the
aggregate intrinsic value of vested and nonvested options was $16,078,000 and $3,399,000, respectively. The aggregate intrinsic value of options
exercised during 2007 was $3,669,000.
As of December 31, 2007, there
was $1,682,000 of total unrecognized compensation cost related to stock option grants. The Company expects approximately $170,000 of compensation cost
to be recognized per year from 2008 to 2017.
In 2005, shareholders approved
the Albany International 2005 Incentive Plan. The plan provides key members of management with incentive compensation based on achieving certain
performance targets. The incentive compensation award is paid out over three years, partly in cash and partly in shares of Class A Common Stock. In
March 2007, the Company issued 25,913 shares and made cash payments totaling $1,226,000 were made under this plan. Shares that are expected to be paid
out are included in the calculation of diluted earnings per share. If a person terminates employment prior to the award becoming fully vested, the
person will forfeit a portion of the incentive compensation award. Expense associated with this plan is recognized over the vesting period, which
includes the year for which performance targets are measured and the two subsequent years. The amount of compensation expense is subject to changes in
the market price of the Companys stock. In connection with this plan, the Company recognized expense of $1,686,000 and $2,200,000 in 2007 and
2006, respectively.
In November 2003, the Company
adopted a Restricted Stock Program under which certain key employees are awarded restricted stock units. The restricted stock units vest over a
five-year period and are paid annually in cash based on current market prices of the Companys stock. The amount of compensation expense is
subject to changes in the market price of the Companys stock. The amount of compensation cost is recorded in Selling and general expenses and was
$4,139,000 in 2007, $2,800,000 in 2006, and $2,300,000 in 2005.
The Companys voluntary
deferred compensation plans provided that a portion of certain employees salaries were deferred in exchange for amounts payable, upon their
retirement, disability or death, during a period selected by the participants in accordance with the provisions of each plan. Voluntary withdrawals are
permitted under some circumstances. The plans were terminated for active employees during 2002 and remain in effect for retired employees of the
Company. The remaining deferred compensation liability was included in the caption Other noncurrent liabilities and was $4,143,000 and $4,700,000 at
December 31, 2007 and 2006, respectively. The Companys expense for all plans was $770,000 in 2007, $500,000 in 2006, and $600,000 in 2005 and is
included in Selling and general expenses.
91
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
15. Stock Options and Incentive Plans
(Continued)
The Company maintains a voluntary
savings plan covering substantially all employees in the United States. The Plan, known as Prosperity Plus Savings Plan, is a qualified plan under
section 401(k) of the U.S. Internal Revenue Code. Under the plan, employees may make tax-deferred contributions of 1% to 15% of their wages, subject to
contribution limitations specified in the Internal Revenue Code, which was $15,500 for 2007. The Company matches between 50% and 100% of each dollar
contributed by employees up to 10% of their wages, in the form of Class A Common Stock, which is contributed to an Employee Stock Ownership Plan. The
investment of employee contributions to the plan is self-directed. The cost of the plan amounted to $4,600,000 in 2007, $4,400,000 in 2006, and
$4,300,000 in 2005.
The Companys profit-sharing
plan covers substantially all employees in the United States. After the close of each year, the Board of Directors determines the amount of the
profit-sharing contribution and whether the contribution will be made in cash or in shares of the Companys Class A Common Stock. Contributions
are only made to current active participants in Prosperity Plus. The expense recorded for this plan was $2,165,000 in 2007, $2,300,000 in 2006, and
$1,500,000 in 2005.
16. Restructuring
The Company has ongoing
restructuring activities related to the centralization of administrative functions in its European paper machine clothing (PMC) operations, the
discontinuation of press fabric manufacturing in Järvenpää, Finland, and the reduction of manufacturing capacity in North America, which
resulted in charges of $24,434,000 in 2007 and 4,862,000 in 2006.
On May 7, 2007, the Company
announced its plan to discontinue operations at its door manufacturing facility in Halmstad, Sweden, as part of a plan to match installed capacity with
business demands. Door manufacturing in Europe will be consolidated in the Lippstadt, Germany, facility. The actions taken resulted in restructuring
charges of $2,164,000 during 2007.
The Company has also taken
actions to reduce its Corporate overhead expenses that have resulted in restructuring charges of $719,000 in 2007 and $1,074,000 in 2006. Restructuring
and other for 2007 includes a net curtailment gain of $1,942,000 related to the Companys pension and postretirement benefit plans. In addition to
that gain, the Company expects to record an additional curtailment gain of $1,148,000 in the first quarter of 2008 when final settlement is expected to
occur. The Company expects that additional restructuring expenses related to the actions described above will not be significant.
The following table summarizes
charges reported in the Statement of Income under Restructuring and other:
Year ended December 31, 2007 (in thousands)
|
|
|
|
Total restructuring costs incurred
|
|
Termination and other costs
|
|
Plant and equipment writedowns
|
|
Benefit plan Curtailment effect
|
Paper
Machine Clothing |
|
|
|
$ |
24,434 |
|
|
$ |
22,695 |
|
|
$ |
1,739 |
|
|
$ |
|
|
Albany Door
Systems |
|
|
|
|
2,164 |
|
|
|
2,164 |
|
|
|
|
|
|
|
|
|
Research
|
|
|
|
|
308 |
|
|
|
308 |
|
|
|
|
|
|
|
|
|
Corporate
and other unallocated |
|
|
|
|
719 |
|
|
|
2,661 |
|
|
|
|
|
|
|
(1,942 |
) |
Total |
|
|
|
$ |
27,625 |
|
|
$ |
27,828 |
|
|
$ |
1,739 |
|
|
$ |
(1,942 |
) |
Year ended December 31, 2006 (in thousands)
|
|
|
|
Total restructuring costs incurred
|
|
Termination and other costs
|
|
Plant and equipment writedowns
|
Paper
Machine Clothing |
|
|
|
$ |
4,862 |
|
|
$ |
4,570 |
|
|
$ |
292 |
|
Corporate
and other unallocated |
|
|
|
|
1,074 |
|
|
|
1,074 |
|
|
|
|
|
Total
|
|
|
|
$ |
5,936 |
|
|
$ |
5,644 |
|
|
$ |
292 |
|
92
Albany International Corp.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (CONTINUED)
16. Restructuring
(Continued)
All of the actions taken in the
PMC segment are in response to the continuing consolidation within the paper industry and the need to balance the Companys paper machine clothing
manufacturing capacity with anticipated paper mill demand, as well as improving administrative efficiency.
In January 2008, the Company
announced the intention to shut down its forming plant in Montgomery, Alabama. The amount and timing of restructuring, idle-capacity, and other
expenses associated with that shutdown have not yet been determined.
The Company expects that
substantially all of its accruals for restructuring liabilities will be paid within one year. The table below presents the changes in restructuring
liabilities:
(in thousands)
|
|
|
|
December 31, 2006
|
|
Restructuring charges accrued
|
|
Payments
|
|
Currency translation/ other
|
|
December 31, 2007
|
Termination
costs |
|
|
|
$ |
2,901 |
|
|
$ |
23,922 |
|
|
$ |
(16,452 |
) |
|
$ |
37 |
|
|
$ |
10,408 |
|
Other
restructuring costs |
|
|
|
|
|
|
|
|
400 |
|
|
|
(99 |
) |
|
|
|
|
|
|
301 |
|
Total
|
|
|
|
$ |
2,901 |
|
|
$ |
24,322 |
|
|
$ |
(16,551 |
) |
|
$ |
37 |
|
|
$ |
10,709 |
|
(in thousands)
|
|
|
|
Restructuring charges accrued
|
|
Payments
|
|
Currency translation/other
|
|
December 31, 2006
|
Termination
costs |
|
|
|
$ |
5,059 |
|
|
$ |
(2,141 |
) |
|
|
($17 |
) |
|
$ |
2,901 |
|
Other
restructuring costs |
|
|
|
|
584 |
|
|
|
(584 |
) |
|
|
|
|
|
|
|
|
Total
|
|
|
|
$ |
5,643 |
|
|
$ |
(2,725 |
) |
|
|
($17 |
) |
|
$ |
2,901 |
|
93
Quarterly Financial Data
(unaudited)
(in millions except per share amounts)
|
|
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
|
$ |
257.7 |
|
|
$ |
267.3 |
|
|
$ |
276.3 |
|
|
$ |
291.7 |
|
Gross profit
|
|
|
|
|
98.4 |
|
|
|
96.6 |
|
|
|
93.8 |
|
|
|
92.7 |
|
Net
income/(loss) |
|
|
|
|
9.3 |
|
|
|
4.4 |
|
|
|
(3.9 |
) |
|
|
7.9 |
|
Basic
earnings/(losses) per share |
|
|
|
|
0.32 |
|
|
|
0.15 |
|
|
|
(0.13 |
) |
|
|
0.27 |
|
Diluted
earnings/(losses) per share |
|
|
|
|
0.31 |
|
|
|
0.15 |
|
|
|
(0.13 |
) |
|
|
0.27 |
|
Cash dividends
per share |
|
|
|
|
0.10 |
|
|
|
0.11 |
|
|
|
0.11 |
|
|
|
0.11 |
|
Class A Common
Stock prices: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
|
|
35.98 |
|
|
|
42.42 |
|
|
|
42.10 |
|
|
|
39.48 |
|
Low
|
|
|
|
|
32.10 |
|
|
|
36.13 |
|
|
|
37.23 |
|
|
|
34.54 |
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
|
$ |
251.2 |
|
|
$ |
261.6 |
|
|
$ |
242.8 |
|
|
$ |
255.8 |
|
Gross profit
|
|
|
|
|
104.0 |
|
|
|
104.0 |
|
|
|
93.3 |
|
|
|
90.0 |
|
Net income
|
|
|
|
|
18.8 |
|
|
|
18.7 |
|
|
|
14.3 |
|
|
|
6.2 |
|
Basic earnings
per share |
|
|
|
|
0.60 |
|
|
|
0.63 |
|
|
|
0.49 |
|
|
|
0.21 |
|
Diluted
earnings per share |
|
|
|
|
0.59 |
|
|
|
0.62 |
|
|
|
0.48 |
|
|
|
0.21 |
|
Cash dividends
per share |
|
|
|
|
0.09 |
|
|
|
0.10 |
|
|
|
0.10 |
|
|
|
0.10 |
|
Class A Common
Stock prices: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
|
|
38.54 |
|
|
|
42.39 |
|
|
|
42.41 |
|
|
|
34.10 |
|
Low
|
|
|
|
|
33.69 |
|
|
|
36.15 |
|
|
|
31.82 |
|
|
|
31.20 |
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
|
$ |
241.1 |
|
|
$ |
247.4 |
|
|
$ |
242.3 |
|
|
$ |
247.9 |
|
Gross profit
|
|
|
|
|
98.3 |
|
|
|
101.2 |
|
|
|
99.6 |
|
|
|
92.9 |
|
Net income
|
|
|
|
|
18.9 |
|
|
|
20.4 |
|
|
|
18.5 |
|
|
|
14.1 |
|
Basic earnings
per share |
|
|
|
|
0.60 |
|
|
|
0.64 |
|
|
|
0.58 |
|
|
|
0.44 |
|
Diluted
earnings per share |
|
|
|
|
0.59 |
|
|
|
0.63 |
|
|
|
0.57 |
|
|
|
0.43 |
|
Cash dividends
per share |
|
|
|
|
0.08 |
|
|
|
0.08 |
|
|
|
0.09 |
|
|
|
0.09 |
|
Class A Common
Stock prices: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
|
|
34.50 |
|
|
|
33.27 |
|
|
|
37.65 |
|
|
|
39.21 |
|
Low
|
|
|
|
|
29.80 |
|
|
|
30.00 |
|
|
|
32.25 |
|
|
|
36.01 |
|
In 2007, restructuring costs
reduced earnings by per share by $0.19 in the first quarter, $0.18 in the second quarter, $0.34 in the third quarter, while restructuring adjustments
increased fourth-quarter earnings per share by $0.02.
In the fourth quarter of 2006,
basic earnings per share were reduced by $0.07 as a result of changes in contract terms with a major customer, and by $0.05 resulting from a cumulative
correction to postretirement obligations.
The Companys Class A Common
Stock is traded principally on the New York Stock Exchange. As of December 31, 2007 there were approximately 12,500 beneficial owners of the
Companys common stock, including employees owning shares through the Companys 401(k) defined contribution plan.
94
Item
9. |
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE |
None.
Item 9A. CONTROLS AND
PROCEDURES
Disclosure Controls and Procedures
The Company, with the
participation of its management, including its Chief Executive Officer and Chief Financial Officer, has carried out an evaluation of the effectiveness
of the design and operation of the Companys disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) as of the end
of the period covered by this annual report. Based upon and as of the date of that evaluation, the Chief Executive Officer and the Chief Financial
Officer concluded that the disclosure controls and procedures of the Company were effective in ensuring that information required to be disclosed in
the periodic reports that it files or submits under the Exchange Act is accumulated and communicated to the management of the Company, including its
Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Managements Report on Internal Control over Financial
Reporting
Management of the Company is
responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934. The Companys internal control system is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles
generally accepted in the United States of America.
Because of its limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate.
There were no changes in the
Companys internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, the Companys internal control over financial reporting.
Management of the Company
assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2007. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control
Integrated Framework. Based on that assessment, management concluded that, as of December 31, 2007, the companys internal control over
financial reporting is effective based on those criteria.
The effectiveness of the
Companys internal control over financial reporting as of December 31, 2007, has been audited by PriceWaterhouseCoopers LLP, an independent
registered public accounting firm, as stated in their report which appears herein.
/s/ Joseph G. Morone,
Ph.D. Joseph G. Morone, Ph.D. President and Chief Executive Officer and Director (Principal
Executive Officer) |
|
|
|
/s/ Michael C.
Nahl Michael C. Nahl Executive Vice President and Chief Financial Officer (Principal Financial
Officer) |
|
/s/ Richard A.
Carlstrom Richard A. Carlstrom Vice President and Controller (Principal Accounting
Officer) |
Item 9B. OTHER
INFORMATION
None.
95
PART III
Item
10. |
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE |
(a) |
|
Directors. The information set out in the section
captioned Election of Directors in the Proxy Statement is incorporated herein by reference. |
(b) |
|
Executive Officers. Information about the officers of the
Company is set forth in Item 1 above. |
(c) |
|
Significant Employees. Same as Executive
Officers. |
(d) |
|
Nature of any family relationship between any director,
executive officer, person nominated or chosen to become a director or executive officer, The information set out in the section captioned
Certain Business Relationships and Related Person Transactions in the Proxy Statement is incorporated herein by reference. |
(e) |
|
Business experience, during the past five years, of each
director, executive officer, person nominated or chosen to become director or executive officer, and significant employees. Information about the
officers of the Company is set forth in Item 1 above and the information set out in the section captioned Election of Directors in the
Proxy Statement in incorporated herein by reference. |
(f) |
|
Involvement in certain legal proceedings by any director,
person nominated to become a director or executive officer. None. |
(g) |
|
Certain promoters and control persons. None. |
(h) |
|
Audit Committee Financial Expert. The information set out
in the section captioned Corporate Governance in the Proxy Statement is incorporated herein by reference. |
(i) |
|
Code of Ethics. The Company has adopted a Code of Ethics
that applies to its Chief Executive Officer, Chief Financial Officer and Controller. A copy of the Code of Ethics is filed as Exhibit 10(p) and is
available at the Corporate Governance section of the Companys website (www.albint.com). A copy of the Code of Ethics may be obtained, without
charge, by writing to: Investor Relations Department, Albany International Corp., P.O. Box 1907, Albany, New York 12201. Any amendment to the Code of
Ethics will be disclosed by posting the amended Code of Ethics on the Companys website. Any waiver of any provision of the Code of Ethics will be
disclosed by the filing of a Form 8K. |
Item 11. EXECUTIVE
COMPENSATION
The information set forth in the
sections of the Proxy Statement captioned Executive Compensation, Summary Compensation Table, Grants of Plan-Based
Awards, Outstanding Equity Awards At Fiscal Year-End, Option Exercises And Stock Vested, Pension Benefits,
Nonqualified Deferred Compensation, Director Compensation, Compensation Committee Report, Compensation
Discussion And Analysis, and Compensation Committee Interlocks and Insider Participation is incorporated herein by
reference.
96
Item
12. |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS |
The information set forth in the
section captioned Share Ownership in the Proxy Statement is incorporated herein by reference.
Equity Compensation Plan Information
Plan Category
|
|
|
|
Number of securities to be issued upon
exercise of outstanding options, warrants, and rights
|
|
Weighted average exercise price of outstanding
options, warrants, and rights
|
|
Number of securities remaining available for
future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
Equity
compensation plans approved by security holders |
|
|
|
|
813,749 |
(1) |
|
$ |
19.40 |
|
|
|
551,295 |
(2)(3)(4) |
Equity
compensation plans not approved by security holders |
|
|
|
|
250,000 |
|
|
$ |
25.56 |
|
|
|
|
|
Total
|
|
|
|
|
1,063,749 |
|
|
$ |
20.85 |
|
|
|
551,295 |
(2)(3)(4) |
(1) |
|
Does not include 9,200, 12,459 and 25,088 shares that may be
issued pursuant to 2005, 2006 and 2007, respectively, performance incentive awards granted to certain executive officers pursuant to the 2005 Incentive
Plan. Such awards are not exercisable, but will be paid out to the recipients in accordance with their terms, subject to certain
conditions. |
(2) |
|
Reflects (a) the number of shares for which options may be
granted as of January 1, 2006, under the Companys 1998 Stock Option Plan (the 1998 Plan), and (b) the number of shares that may be
issued as of January 1, 2006, pursuant to future awards under the 2005 Incentive Plan. Additional shares of Class A Common Stock are available for
issuance under the 1998 Plan (see note 3 below) and the 2005 Incentive Plan (see note 4 below), as well as under the Directors Annual Retainer
Plan (see note 5 below). |
(3) |
|
Includes 551,295 shares available for future option grants under
the 1998 Plan. The 1998 Plan allows the Board from time to time to increase the amount of shares available for future option grants, provided that it
may not be increased by more than 500,000 in any calendar year and that no such increase may cause the total number of shares then available for option
to exceed 1,000,000. If options granted under the 1998 Plan expire or are terminated or surrendered without having been exercised, the shares of Class
A Common Stock subject thereto may again be optioned. Assuming full exercise by the Board of its power to increase annually the number of shares
available for options, the maximum number of additional shares that could yet be issued upon exercise of future option grants pursuant to the 1998 Plan
(including those set forth in column (c) above) would be 1,051,295. |
(4) |
|
Includes 427,340 shares available for future issuance under the
2005 Incentive Plan. The 2005 Incentive Plan allows the Board from time to time to increase the number of shares that may be issued pursuant to awards
granted under that Plan, provided that the number of shares so added may not exceed 500,000 in any one calendar year, and provided further that the
total number of shares then available for issuance under the Plan shall not exceed 1,000,000 at any time. Shares of Common Stock covered by awards
granted under the 2005 Incentive Plan are only counted as used to the extent they are actually issued and delivered. Accordingly, if an award is
settled for cash, or if shares are withheld to pay any exercise price or to satisfy any tax-withholding requirement, only shares issued (if any), net
of shares withheld, will be deemed delivered for purposes of determining the number of shares available under the Plan. If shares are issued subject to
conditions that may result in the forfeiture, cancellation or return of such shares to the Company, any shares forfeited, canceled, or returned shall
be treated as not issued. If shares are tendered to the Company in payment of any obligation in connection with an award, the number of shares tendered
shall be added to the number of shares available under the 2005 Incentive Plan. In addition, if the Company uses cash received in payment of the
exercise price or purchase price in connection with any award to repurchase shares, the shares so repurchased will be added to the aggregate number of
shares available under the 2005 Incentive Plan. Assuming full exercise by the Board |
97
|
|
of its power to increase annually the number of shares available
under the 2005 Incentive Plan, the maximum number of additional shares that could yet be issued pursuant to the Plan awards (including those set forth
in column (c) above) would be 4,453,253. |
(5) |
|
The Directors Annual Retainer Plan provides that the
aggregate dollar amount of the annual retainer payable for service as a member of the Companys Board of Directors is $90,000, $50,000 of which is
required to be paid in shares of Class A Common Stock, the exact number of shares to be paid for any year being determined on the basis of the per
share closing price of such stock on the day of the Annual Meeting at which the election of the directors for such year occurs, as shown in the
composite index published for such day in the Wall Street Journal, rounded down to the nearest whole share. |
The Company has adopted only one
equity compensation plan not approved by security holders and required to be disclosed under Item 201(d) of Regulation S-K. In 1997, the
Company granted an option exercisable at $25.56 per share for 250,000 shares of Class A Common Stock to Michael C. Nahl, the Companys Executive
Vice President and Chief Financial Officer. The option is not exercisable unless the market price of Class A Common Stock reaches $48 per share while
Mr. Nahl is employed by the Company or a subsidiary. When the target price is achieved, the option becomes exercisable as to a number of shares
determined by multiplying 25,000 times the number of full years that have elapsed since the grant date. Thereafter, the option becomes exercisable as
to an additional 25,000 shares on each anniversary of the grant date while the optionee remains an employee. In the event of termination of the
optionees employment before the target price has been achieved, the option terminates. In the event of termination after the target price has
been achieved, the option terminates as to all shares as to which it is not then exercisable, except that, in the case of voluntary termination after
age 62, death, disability, or involuntary termination, the option becomes exercisable immediately prior to such termination as to 50% of the shares for
which it had not yet become exercisable.
The graph below compares the
cumulative 5-year total return of holders of Albany International Corp.s common stock with the cumulative total returns of the S & P 500
index and the Dow Jones US Paper index. The graph tracks the performance of a $100 investment in our common stock and in each of the indexes (with the
reinvestment of all dividends) from December 31, 2002 to December 31, 2007.
98
Item
13. |
|
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE |
The information set out in the
section captioned Election of Directors in the Proxy Statement is incorporated herein by reference.
Item
14. |
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The information set forth in the
section captioned Independent Auditors in the Proxy Statement is incorporated herein by reference.
99
PART IV
Item 15. EXHIBITS AND FINANCIAL
STATEMENT SCHEDULES
(a)(1) |
|
Financial Statements. The consolidated financial statements
included in the Annual Report are incorporated in Item 8. |
(a)(2) |
|
Schedule. The following financial statement schedule for each of
the three years in the period ended December 31, 2006: Schedule II Valuation and Qualifying Accounts. |
3(a) |
|
Certificate of Incorporation of Company. (3) |
3(b) |
|
Bylaws of Company. (9) |
4(a) |
|
Article IV of Certificate of Incorporation of Company (included
in Exhibit 3(a)). |
4(b) |
|
Specimen Stock Certificate for Class A Common Stock.
(1) |
4.1 |
|
Indenture, dated as of March 13, 2006, between the Company and
JPMorgan Chase Bank, N.A. (27) |
4.2 |
|
Form of 2.25% convertible senior subordinated note due 2026.
(27) |
4.3 |
|
Registration Rights Agreement, dated as of March 13, 2006,
between J.P. Morgan Securities, Inc., Banc of America Securities LLC, other initial purchasers, and the Company. (27) |
Credit Agreement
10(i)(i) |
|
Credit Agreement, dated as of August 11, 1999 (the Credit
Agreement), among the Company, certain banks listed therein, the Chase Manhattan Bank as Administrative Agent, Chase Manhattan International
Limited as London Agent, Citibank N.A. as Syndication Agent, and Banc One Capital Markets, Inc. as Documentation Agent. (8) |
10(i)(ii) |
|
Amendment No. 1, dated as of December 22, 1999, to the Credit
Agreement. (10) |
10(i)(iii) |
|
Amendment No. 2, dated as of October 1, 2002, to the Credit
Agreement. (11) |
10(j)(i) |
|
Receivables Sale Agreement, dated as of September 28, 2001,
among the Company as the Collection Agent, Albany International Receivables Corporation as the Seller, ABN AMRO Bank N.V., as the Agent the Committed
Purchasers party thereto, and Amsterdam Funding Corporation. (10) |
10(j)(i)(a) |
|
Amendment No. 1, dated as of September 27, 2002, to the
Receivables Sale Agreement. (11) |
10(j)(i)(b) |
|
Amendment No. 2, dated as of October 25, 2002, to the
Receivables Sale Agreement. (11) |
10(j)(i)(c) |
|
Amendment No. 3, dated as of September 26, 2003, to the
Receivables Sale Agreement. (12) |
10(j)(i)(d) |
|
Amendment No. 4, dated as of December 31, 2003, to the
Receivables Sale Agreement. (15) |
10(j)(i)(e) |
|
Amendment No. 5, dated as of September 24, 2004, to the
Receivables Sale Agreement. (16) |
10(j)(i)(f) |
|
Amendment No. 6, dated as of November 23, 2004, to the
Receivables Sale Agreement. (17) |
10(j)(i)(g) |
|
Amendment No. 7, dated as of September 28, 2005, to the
Receivables Sale Agreement. (21) |
10(j)(ii) |
|
Purchase and Sale Agreement, dated as of September 28, 2001,
among the Company, Geschmay Corp., Albany International Research Co., Albany International Techniweave, Inc., Albany International Canada Inc., M&I
Door Systems Ltd., as Originators, and Albany International Receivables Corporation as Buyer. (11) |
10(j)(ii)(a) |
|
Amendment No. 1, dated as of March 1, 2002, to Exhibit A of the
Purchase and Sale Agreement. (11) |
10(j)(ii)(b) |
|
Amendment No. 2, dated as of July 1, 2003, to Exhibit A of the
Purchase and Sale Agreement. (12) |
100
10(j)(ii)(c) |
|
Amendment No. 3, dated as of May 1, 2005, to Exhibit A of the
Purchase and Sale Agreement. (19) |
10(k)(i) |
|
$460 Five-Year Revolving Credit Facility Agreement, dated as of
April 14, 2006, between the Company, the Lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as
London Agent. (13) |
10(k)(ii) |
|
Note Agreement and Guaranty between the Company and the
Prudential Insurance Company of America and certain other purchasers named therein, dated as of October 25, 2005. (22) |
10(k)(iii)First Amendment to Five-Year Revolving Credit
Agreement, dated as of April 16, 2006. (29)
10(k)(iv) |
|
First Amendment, dated as of November 13, 2006, to Note
Agreement and Guaranty. (30) |
10(k)(v) |
|
Second Amendment, dated as of April 27, 2007, to Note Agreement
and Guaranty. (33) |
10(k)(vi) |
|
Second Amendment, dated as of April 27, 2007, to Five-Year
Revolving Credit Agreement . (33) |
Restricted Stock Units
10(l)(i) |
|
2003 Restricted Stock Unit Plan, as adopted November 13, 2003.
(15) |
10(l)(ii) |
|
2003 Form of Restricted Stock Unit Award, as adopted November
13, 2003. (14) |
10(l)(iii) |
|
Amendment No. 1, dated as of November 30, 2005, to the 2003
Restricted Stock Unit Plan. (24) |
10(l)(iv) |
|
Amendment No. 2, dated as of February 15, 2006, to the 2003
Restricted Stock Unit Plan. (25) |
10(l)(v) |
|
Form of Restricted Stock Unit Award for units granted on
February 15, 2008. (36) |
Stock Options
10(m)(i) |
|
Form of Stock Option Agreement, dated as of August 1, 1983,
between the Company and each of five employees, together with schedule showing the names of such employees and the material differences among the Stock
Option Agreements with such employees. (1) |
10(m)(ii) |
|
Form of Amendment of Stock Option Agreement, dated as of July 1,
1987, between the Company and each of the five employees identified in the schedule referred to as Exhibit 10(m)(i). (1) |
10(m)(iii) |
|
1988 Stock Option Plan. (2) |
10(m)(iv) |
|
1992 Stock Option Plan. (4) |
10(m)(v) |
|
1997 Executive Stock Option Agreement. (6) |
10(m)(vi) |
|
1998 Stock Option Plan. (7) |
10(m)(vii) |
|
1998 Stock Option Plan, as amended and restated as of August 7,
2003. (12) |
10(m)(viii) |
|
2005 Incentive Plan. (20) |
10(m)(ix) |
|
Form of 2005 Performance Bonus Agreement. (20) |
10(m)(x) |
|
Form of 2006 Performance Bonus Agreement. (26) |
10(m)(xi) |
|
Form of 2007 Performance Bonus Agreement. (31) |
10(m)(xii) |
|
Amendment No. 1, dated as of December 5, 2007, to the Albany
International Corp. 2005 Incentive Plan. (35) |
10(m)(xiii) |
|
Form of 2008 Performance Bonus Agreement. (36) |
Executive Compensation
10(n) |
|
Pension Equalization Plan adopted April 16, 1986, naming two
current executive officers and one former executive officer of Company as Participants thereunder. (1) |
101
10(n)(i) |
|
Supplemental Executive Retirement Plan, adopted as of January 1,
1994, as amended and restated as of January 1, 2008. (15) |
10(n)(ii) |
|
Annual Bonus Program. (1) |
10(o)(I) |
|
Form of Executive Deferred Compensation Plan adopted September
1, 1985, as amended and restated as of August 8, 2001. (10) |
10(o)(ii) |
|
Form of Directors Deferred Compensation Plan adopted
September 1, 1985, as amended and restated as of August 8, 2001. (10) |
10(o)(iii) |
|
Deferred Compensation Plan of Albany International Corp., as
amended and restated as of August 8, 2001. (11) |
10(o)(iv) |
|
Centennial Deferred Compensation Plan, as amended and restated
as of August 8, 2001. (10) |
10(o)(v) |
|
Directors Annual Retainer Plan, as amended and restated as of
May 10, 2001. |
10(o)(v) |
|
Directors Annual Retainer Plan, as amended and restated as of
August 7, 2003. |
10(o)(v) |
|
Directors Annual Retainer Plan, as amended and restated as of
May 6, 2004. |
10(o)(v) |
|
Directors Annual Retainer Plan, as amended and restated as of
May 12, 2006. |
10(o)(v) |
|
Directors Annual Retainer Plan, as amended and restated as of
February 15, 2008. (12) |
10(o)(vi) |
|
Excerpt from the Companys Corporate Governance Guidelines
describing director compensation. (23) |
10(o)(vii) |
|
Separation agreement between Albany International Corp. and
Dieter Polt. (32) |
10(o)(viii) |
|
Separation agreement between Albany International Corp. and
William M. McCarthy. (34) |
Other Exhibits
10(p) |
|
Code of Ethics. (15) |
10(q) |
|
Directors Pension Plan, amendment dated as of January 12, 2005.
(18) |
10(r) |
|
Employment agreement, dated May 12, 2005, between the Company
and Joseph G. Morone. (20) |
10(s) |
|
Form of Indemnification Agreement. (9) |
10.1. |
|
Convertible note hedge transaction confirmations, dated as of
March 7, 2006, by and between JPMorgan Chase Bank, N.A., Bank of America, N.A., and the Company. (27) |
10.1 |
|
Amendments, dated March 23, 2006, to convertible note hedge
transaction confirmations, dated as of March 7, 2006, by and between JPMorgan Chase Bank, N.A., Bank of America, N.A., and the Company.
(28) |
10.2 |
|
Warrant transaction confirmations, dated as of March 7, 2006, by
and between JPMorgan Chase Bank, N.A., Bank of America, N.A., and the Company. (27) |
10.2 |
|
Amendments, dated March 23, 2006, to warrant transaction
confirmations, dated as of March 7, 2006, by and between JPMorgan Chase Bank, N.A., Bank of America, N.A., and the Company. (28) |
13 |
|
Annual Report to Security Holders for the year ended December
31, 2005. Filed herewith. |
21 |
|
Subsidiaries of Company. Filed herewith. |
23 |
|
Consent of PricewaterhouseCoopers LLP. Filed
herewith. |
24 |
|
Powers of Attorney. Filed herewith. |
31(a) |
|
Certification of Joseph G. Morone required pursuant to Rule
13a-14(a) or Rule 15d-14(a). Filed herewith. |
102
31(b) |
|
Certification of Michael C. Nahl required pursuant to Rule
13a-14(a) or Rule 15d-14(a). Filed herewith. |
32(a) |
|
Certification of Joseph G. Morone and Michael C. Nahl required
pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code. Furnished herewith. |
All other schedules and exhibits are not required or are
inapplicable and, therefore, have been omitted.
(1) |
|
Previously filed as an Exhibit to the Companys
Registration Statement on Form S-1, No. 33-16254, as amended, declared effective by the Securities and Exchange Commission on September 30, 1987, which
previously filed Exhibit is incorporated by reference herein. |
(2) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K dated August 8, 1988, which previously filed Exhibit is incorporated by reference herein. |
(3) |
|
Previously filed as an Exhibit to the Companys
Registration Statement on Form 8-A, File No. 1-10026, declared effective by the Securities and Exchange Commission on August 26, 1988 (as to The
Pacific Stock Exchange, Inc.), and on September 7, 1988 (as to The New York Stock Exchange, Inc.), which previously filed Exhibit is incorporated by
reference herein. |
(4) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K dated January 18, 1993, which previously filed Exhibit is incorporated by reference herein. |
(5) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K dated March 15, 1996, which previously filed Exhibit is incorporated by reference herein. |
(6) |
|
Previously filed as an Exhibit to the Companys Annual
Report on Form 10-K dated March 16, 1998, which previously filed Exhibit is incorporated by reference herein. |
(7) |
|
Previously filed as an Exhibit to the Companys Quarterly
Report on Form 10-Q dated August 10, 1998, which previously filed Exhibit is incorporated by reference herein. |
(8) |
|
Previously filed as an Exhibit to the Companys Current
Report on form 8-K dated September 21, 1999, which previously filed Exhibit is incorporated by reference herein. |
(9) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed April 12, 2006, which previously filed Exhibit is incorporated by reference herein. |
(10) |
|
Previously filed as an Exhibit to the Companys Quarterly
Report on Form 10-Q dated November 12, 2001, which previously filed Exhibit is incorporated by reference herein. |
(11) |
|
Previously filed as an Exhibit to the Companys Annual
Report on Form 10-K dated March 21, 2003, which previously filed Exhibit is incorporated by reference herein. |
(12) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed February 21, 2008, which previously filed Exhibit is incorporated by reference herein. |
(13) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed April 20, 2006, which previously filed Exhibit is incorporated by reference herein. |
(14) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed November 5, 2004, which previously filed Exhibit is incorporated by reference herein. |
(15) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed January 2, 2008, which previously filed Exhibit is incorporated by reference herein. |
(16) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed September 27, 2004, which previously filed Exhibit is incorporated by reference herein. |
(17) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed November 23, 2004, which previously filed Exhibit is incorporated by reference herein. |
(18) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed January 13, 2005, which previously filed Exhibit is incorporated by reference herein. |
103
(19) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed May 2, 2005, which previously filed Exhibit is incorporated by reference herein. |
(20) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed May 18, 2005, which previously filed Exhibit is incorporated by reference herein. |
(21) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed September 29, 2005, which previously filed Exhibit is incorporated by reference herein. |
(22) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed October 26, 2005, which previously filed Exhibit is incorporated by reference herein. |
(23) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed February 23, 2006, which previously filed Exhibit is incorporated by reference herein. |
(24) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed December 6, 2005, which previously filed Exhibit is incorporated by reference herein. |
(25) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed February 21, 2006, which previously filed Exhibit is incorporated by reference herein. |
(26) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed February 22, 2006, which previously filed Exhibit is incorporated by reference herein. |
(27) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed March 15, 2006, which previously filed Exhibit is incorporated by reference herein. |
(28) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed March 29, 2006, which previously filed Exhibit is incorporated by reference herein. |
(29) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed August 30, 2006, which previously filed Exhibit is incorporated by reference herein. |
(30) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed November 17, 2006, which previously filed Exhibit is incorporated by reference herein. |
(31) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed February 23, 2007, which previously filed Exhibit is incorporated by reference herein. |
(32) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed March 7, 2007, which previously filed Exhibit is incorporated by reference herein. |
(33) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed May 3, 2007, which previously filed Exhibit is incorporated by reference herein. |
(34) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed July 13, 2007, which previously filed Exhibit is incorporated by reference herein. |
(35) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed December 5, 2007, which previously filed Exhibit is incorporated by reference herein. |
(36) |
|
Previously filed as an Exhibit to the Companys Current
Report on Form 8-K filed February 21, 2008, which previously filed Exhibit is incorporated by reference herein. |
104
SIGNATURES
Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 29th day of February, 2008.
ALBANY INTERNATIONAL
CORP.
by |
|
/s/ Michael C. Nahl Michael C. Nahl Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
105
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed by the following persons on behalf of the Company and in the capacities and on the dates
indicated.
Signature
|
|
|
|
Title
|
|
Date
|
* Joseph G. Morone |
|
|
|
President and Chief Executive Officer and Director (Principal Executive Officer) |
|
February 29,
2008 |
/s/ Michael
C. Nahl Michael C. Nahl |
|
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
February 29,
2008 |
* Richard A. Carlstrom |
|
|
|
Vice
President Controller (Principal Accounting Officer) |
|
February 29,
2008 |
* Frank R. Schmeler |
|
|
|
Chairman of the Board and Director |
|
February 29,
2008 |
* Thomas R. Beecher Jr. |
|
|
|
Director |
|
February 29,
2008 |
* John F. Cassidy |
|
|
|
Director |
|
February 29,
2008 |
* Paula H.J. Cholmondeley |
|
|
|
Director |
|
February 29,
2008 |
* Edgar G. Hotard |
|
|
|
Director |
|
February 29,
2008 |
* Erland E. Kailbourne |
|
|
|
Director |
|
February 29,
2008 |
* Juhani Pakkala |
|
|
|
Director |
|
February 29,
2008 |
* Christine L. Standish |
|
|
|
Director |
|
February 29,
2008 |
* John C. Standish |
|
|
|
Director |
|
February 29,
2008 |
*By /s/ Michael
C. Nahl Michael C. Nahl Attorney-in-fact
|
|
|
|
|
|
|
|
|
|
|
106
SCHEDULE II
ALBANY INTERNATIONAL CORP. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(Dollars in
thousands)
Column A
|
|
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
|
Description
|
|
|
|
Balance at Beginning of Period
|
|
Charge to Expense
|
|
Other (A)
|
|
Balance at End of the Period
|
|
Allowance for
doubtful accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
$ |
5,747 |
|
|
$ |
2,894 |
|
|
|
($1,319 |
) |
|
$ |
7,322 |
|
|
|
|
|
2006 |
|
|
|
|
5,848 |
|
|
|
1,918 |
|
|
|
(2,019 |
) |
|
|
5,747 |
|
|
|
|
|
2005 |
|
|
|
|
8,308 |
|
|
|
1,027 |
|
|
|
(3,487 |
) |
|
|
5,848 |
|
|
|
|
|
Allowance for
inventory obsolescence
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
$ |
7,382 |
|
|
$ |
2,862 |
|
|
|
($2,467 |
) |
|
$ |
7,777 |
|
|
|
|
|
2006 |
|
|
|
|
6,448 |
|
|
|
2,912 |
|
|
|
(1,978 |
) |
|
|
7,382 |
|
|
|
|
|
2005 |
|
|
|
|
7,236 |
|
|
|
2,325 |
|
|
|
(3,113 |
) |
|
|
6,448 |
|
|
|
|
|
Allowance for
sales returns
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
$ |
12,539 |
|
|
$ |
19,255 |
|
|
|
($16,177 |
) |
|
$ |
15,617 |
|
|
|
|
|
2006 |
|
|
|
|
11,791 |
|
|
|
11,032 |
|
|
|
(10,284 |
) |
|
|
12,539 |
|
|
|
|
|
2005 |
|
|
|
|
9,695 |
|
|
|
9,847 |
|
|
|
(7,751 |
) |
|
|
11,791 |
|
|
|
|
|
Valuation
allowance deferred tax assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
$ |
12,396 |
|
|
|
($206 |
) |
|
$ |
1,109 |
|
|
$ |
13,299 |
|
|
|
|
|
2006 |
|
|
|
|
10,292 |
|
|
|
2,019 |
|
|
|
85 |
|
|
|
12,396 |
|
|
|
|
|
2005 |
|
|
|
|
12,455 |
|
|
|
4,100 |
|
|
|
(6,263 |
) |
|
|
10,292 |
|
|
|
|
|
(A) |
|
Amounts sold, written off or recovered, and the effect of
changes in currency translation rates, are included in Column D. |
107
Exhibit 21
SUBSIDIARIES OF REGISTRANT
Affiliate
|
|
|
|
Percent Ownership
|
|
Percent Ownership
|
|
Country of Incorporation
|
|
|
|
|
Direct |
|
Indirect |
|
|
|
|
Albany
International Corp. |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
Albany
International Holdings Two, Inc. |
|
|
|
|
100 |
% |
|
|
|
|
|
|
United States |
|
Albany
International Research Co. |
|
|
|
|
100 |
% |
|
|
|
|
|
|
United States |
|
Albany
Engineered Composites, Inc. |
|
|
|
|
100 |
% |
|
|
|
|
|
|
United States |
|
Geschmay Corp.
|
|
|
|
|
100 |
% |
|
|
|
|
|
|
United States |
|
Albany Dritek
Corp. |
|
|
|
|
100 |
% |
|
|
|
|
|
|
United States |
|
Albany Felt
Company |
|
|
|
|
100 |
% |
|
|
|
|
|
|
United States |
|
AIC Sales
Corporation |
|
|
|
|
100 |
% |
|
|
|
|
|
|
United States |
|
Transamerican
Manufacturing, Inc. |
|
|
|
|
100 |
% |
|
|
|
|
|
|
United States |
|
Transglobal
Enterprises, Inc. |
|
|
|
|
100 |
% |
|
|
|
|
|
|
United States |
|
47 Albany
Troy Road Corporation |
|
|
|
|
100 |
% |
|
|
|
|
|
|
United States |
|
Brandon Drying
Fabrics, Inc. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
United States |
|
Geschmay Forming
Fabrics Corp. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
United States |
|
Geschmay Wet
Felts, Inc. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
United States |
|
Albany
International Pty., Ltd. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Australia |
|
Albany
International Asia Pty., Ltd. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Australia |
|
Albany Door
Systems GmbH |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Austria |
|
SA Alfadoor NV
|
|
|
|
|
|
|
|
|
100 |
% |
|
|
Belgium |
|
Albany
International Tecidos Tecnicos Ltda. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Brazil |
|
Albany
International Canada Corp. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Canada |
|
Albany
International Receivables Corporation |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Cayman Islands |
|
Albany
International (China) Co., Ltd. |
|
|
|
|
100 |
% |
|
|
|
|
|
|
China |
|
Albany
International Applied Technology (Suzhou) Co., Ltd. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
China |
|
Albany
International Engineered Textiles (Hangzhou) Co., Ltd. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
China |
|
Albany Door
Systems A/S |
|
|
|
|
|
|
|
|
67 |
% |
|
|
Denmark |
|
Albany
International Oy |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Finland |
|
Albany Door
Systems S.A.R.L. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
France |
|
Albany
International France, S.A.S. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
France |
|
Albany Door
Systems GmbH |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Germany |
|
Albany
International Germany Holding GmbH |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Germany |
|
Albany
International GmbH |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Germany |
|
Wurttembergische
Filztuchfabrik D. Geschmay GmbH |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Germany |
|
Albany
International Italia S.r.l. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Italy |
|
Albany
Nordiskafilt Kabushiki Kaisha |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Japan |
|
Albany
International Korea, Inc. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Korea |
|
Albany
International de Mexico S.A. de C.V. |
|
|
|
|
100 |
% |
|
|
|
|
|
|
Mexico |
|
Albany Door
Systems B.V. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Netherlands |
|
Albany
International B.V. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Netherlands |
|
Albany
International AS |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Norway |
|
Albany Door
Systems Sp. zo.o. |
|
|
|
|
100 |
% |
|
|
|
|
|
|
Poland |
|
Nevo-Cloth Ltd.
|
|
|
|
|
|
|
|
|
50 |
% |
|
|
Russia |
|
Beier Albany and
Company (Proprietary) Limited |
|
|
|
|
50 |
% |
|
|
|
|
|
|
South Africa |
|
Albany
International S.A. Pty. Ltd. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
South Africa |
|
Albany Door
Systems AB |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Sweden |
|
Albany
International AB |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Sweden |
|
Albany
International Holding AB |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Sweden |
|
Dewa Consulting
AB |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Sweden |
|
Foretagshalsan
Tre Hjartan AB |
|
|
|
|
|
|
|
|
33.33 |
% |
|
|
Sweden |
|
Nordiska
Maskinfilt Aktiebolag |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Sweden |
|
AI (Switzerland)
GmbH |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Switzerland |
|
Albany Door
Systems AG |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Switzerland |
|
Albany
International Holding (Switzerland) AG |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Switzerland |
|
Albany
International Europe GmbH |
|
|
|
|
|
|
|
|
100 |
% |
|
|
Switzerland |
|
Albany
International Ltd. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
United Kingdom |
|
James Kenyon
& Sons Ltd. |
|
|
|
|
100 |
% |
|
|
|
|
|
|
United Kingdom |
|
Loading Bay
Specialists Limited |
|
|
|
|
|
|
|
|
50 |
% |
|
|
United Kingdom |
|
Albany
Engineered Composites, Ltd. |
|
|
|
|
|
|
|
|
100 |
% |
|
|
United Kingdom |
|
108
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the
incorporation by reference in the Registration Statements on Form S-8 (File Nos. 33-23163, 33-28028, 33-33048, 333-90069, 033-60767) and S-3 (File No.
333-134743) of Albany International Corp. of our report dated February 29, 2008 relating to the financial statements, financial statement schedules and
the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Albany, New York
February 29, 2008
109
Exhibit 24
Powers of Attorney
KNOW ALL MEN BY THESE PRESENTS,
that each of the undersigned directors and officers of Albany International Corp., a Delaware corporation (the Registrant), which
contemplates that it will file with the Securities and Exchange Commission (the SEC) under, or in connection with, the provisions of the
Securities Exchange Act of 1934, as amended, or rules and regulations promulgated thereunder, an Annual Report on Form 10-K for the year ended December
31, 2007 (such report, together with any amendments, supplements, and exhibits thereto, is collectively hereinafter referred to as Form
10-K), hereby constitutes and appoints Joseph G. Morone, Michael C. Nahl, Richard A. Carlstrom, Charles J. Silva Jr., Christopher J. Connally,
and Joseph M. Gaug, and each of them with full power to act without the others, his or her true and lawful attorneys-in-fact and agents, with full and
several power of substitution, for him or her in his or her name, place, and stead, in any and all capacities, to sign the Form 10-K and any or all
other documents relating thereto, with power where appropriate to affix the corporate seal of the Registrant thereto and to attest said seal, and to
file the Form 10-K, together with any and all other information and documents in connection therewith, with the SEC, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
The appointment of any
attorney-in-fact and agent hereunder shall automatically terminate at such time as such attorney-in-fact and agent ceases to be an officer of the
Registrant. Any of the undersigned may terminate the appointment of any of his or her attorneys-in-fact and agents hereunder by delivering written
notice thereof to the Registrant.
110
IN WITNESS WHEREOF, the
undersigned have duly executed this Power of Attorney this 15th day of February,
2008.
/s/ Frank R. Schmeler Frank R. Schmeler Chairman of the Board and Director |
|
|
|
/s/ Joseph G.
Morone Joseph G. Morone President and Chief Executive Officer and Director (Principal Executive
Officer) |
/s/ Michael C. Nahl Michael C. Nahl Executive Vice President and Chief Financial Officer (Principal Financial
Officer) |
|
|
|
/s/ Richard A.
Carlstrom Richard A. Carlstrom Vice President Controller (Principal Accounting
Officer) |
/s/ Thomas R. Beecher, Jr. Thomas R. Beecher, Jr. Director |
|
|
|
/s/ Christine L.
Standish Christine L. Standish Director |
/s/ Erland E. Kailbourne Erland E. Kailbourne Director |
|
|
|
/s/ John C.
Standish John C. Standish Director |
/s/ Juhani Pakkala Juhani Pakkala Director |
|
|
|
/s/ Paula H. J.
Cholmondeley Paula H. J. Cholmondeley Director |
/s/ John F. Cassidy, Jr. John F. Cassidy, Jr. Director |
|
|
|
/s/ Edgar G.
Hotard Edgar G. Hotard Director |
111
Exhibit 31(a)
CERTIFICATION OF THE CHIEF EXECUTIVE
OFFICER
I, Joseph G. Morone, certify that:
1. |
|
I have reviewed this report on Form 10-K of Albany International
Corp.; |
2. |
|
Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report; |
3. |
|
Based upon my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report; |
4. |
|
The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) |
|
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which annual report is being
prepared; |
b) |
|
Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles; |
c) |
|
Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and |
d) |
|
Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal
control over financial reporting; and |
5. |
|
The registrants other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee
of the registrants board of directors: |
a) |
|
All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to
record, process, summarize, and report financial information; and |
b) |
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Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal control over financial reporting. |
By |
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/s/ Joseph G. Morone
Joseph G. Morone President and Chief Executive Officer (Principal Executive Officer) |
112
Exhibit 31(b)
CERTIFICATION OF THE CHIEF FINANCIAL
OFFICER
I, Michael C. Nahl, certify that:
1. |
|
I have reviewed this annual report on Form 10-K of Albany
International Corp.; |
2. |
|
Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report; |
3. |
|
Based upon my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report; |
4. |
|
The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) |
|
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which annual report is being
prepared; |
b) |
|
Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles; |
c) |
|
Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and |
d) |
|
Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal
control over financial reporting; and |
5. |
|
The registrants other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee
of the registrants board of directors: |
a) |
|
All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to
record, process, summarize, and report financial information; and |
b) |
|
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal control over financial reporting. |
By /s/ Michael C.
Nahl
Michael C. Nahl
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
113
Exhibit 32
CERTIFICATION PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
Certification
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), Joseph G. Morone, the Chief Executive
Officer, and Michael C. Nahl, the Chief Financial Officer, of Albany International Corp., a Delaware corporation (the Company), do each
hereby certify, to such officers knowledge, that the annual report on Form 10-K for the fiscal year ended December 31, 2007 (the Form
10K) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information
contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company for the period
covered by the report.
Dated: February 29, 2008
/s/ Joseph G. Morone
Joseph G. Morone
President and Chief Executive Officer
(Principal Executive
Officer)
/s/ Michael C. Nahl
Michael C. Nahl
Executive Vice President and
Chief Financial Officer
(Principal
Financial Officer)
114
CORPORATE INFORMATION
Transfer Agent and Registrar
BNY Mellon Shareowner Services
480 Washington
Boulevard
Jersey City, NJ 07310-1900
Telephone (toll-free): 1-877-277-9931
Web:
www.bnymellon.com/shareowner/isd
Shareholder Services
As an Albany International shareholder, you are invited to
take advantage of our convenient shareholder services.
BNY Mellon Shareowner Services maintains the records for
our registered shareholders and can help you with a variety of shareholder-related services at no charge, including:
|
|
Change of name and/or address |
|
|
Consolidation of accounts |
|
|
Dividend reinvestment enrollment |
|
|
Lost stock certificates |
|
|
Transfer of stock to another person |
|
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Additional administrative services |
Access your investor statements online 24 hours a day, 7
days a week with MLinkSM. For more information, go to
www.bnymellon.com/shareowner/isd.
Notice of Annual Meeting
The Annual Meeting of the Companys shareholders will
be held on Friday, May 9, 2008, at 10:00 a.m. at Wolferts Roost Country Club, 120 Van Rensselaer Blvd., Albany, NY 12204.
Stock Listing
Albany International is listed on the New York Stock
Exchange (Symbol AIN). Stock tables in newspapers and financial publications list Albany International as AlbanyInt.
Equal Employment Opportunity
Albany International, as a matter of policy, does not
discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, physical or mental
disability, or status as a disabled or Vietnam-era veteran. This policy of nondiscrimination is applicable to matters of hiring, upgrading, promotions,
transfers, layoffs, terminations, rates of pay, selection for training, recruitment, and recruitment advertising. The Company maintains affirmative
action programs to implement its EEO policy.
115
Directors and Officers
Directors
Thomas R. Beecher, Jr.2 President, Ballynoe Inc. Paula H. J. Cholmondeley1,2 Retired Vice President and General Manager, Sappi Fine Papers, North America Erland E.
Kailbourne1,2 Retired Chairman and Chief Executive , Officer Fleet National
Bank (New York Region) Juhani Pakkala1,3 Retired President and Chief
Executive Officer, Metso Paper Inc. Christine L. Standish3 |
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John F.
Cassidy, Jr.2 Retired Senior Vice President, Science and Technology, United
Technologies Corp. Edgar G. Hotard2 Retired President and Chief
Operating Officer, Praxair, Inc. Joseph G. Morone President and Chief Executive Officer Frank R. Schmeler Chairman and Retired
Chief Executive Officer, Albany International Corp. John C. Standish 1 Member,
Audit Committee 2 Member, Compensation 3 Member, Governance Committee |
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Officers |
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Joseph G. Morone
President and Chief Executive Officer Michael C. Nahl Executive Vice President and Chief Financial Officer Michael J. Joyce
Group Vice President PMC Americas Robert A. Hansen Vice President Corporate Research and Development Charles J.
Silva, Jr. Vice President General Counsel and Secretary Christopher J. Connally Corporate Treasurer |
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Daniel
Halftermeyer Group Vice President PMC Europe David Madden Group Vice President PMC Asia and Pacific Ralph M.
Polumbo Senior Vice President Human Resources Richard A. Carlstrom Vice President Controller Dawne H. Wimbrow
Chief Vice President Global Information Services and Chief Information Officer Joseph M. Gaug Associate General Counsel and
Assistant Secretary |
116