UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended:September 30, 2017March 31, 2019

OR

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

For the transition period from __________ to __________

Commission file number:1-10026

ALBANY INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

 Delaware  14-0462060
 (State or other jurisdiction of  (IRS Employer Identification No.)
incorporation or organization)   
   
 216 Airport Drive, Rochester, New Hampshire  03867
 (Address of principal executive offices) (Zip Code) 

Registrant’s telephone number, including area code518-445-2200603-330-5850

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ √ ] No [  ]

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

    
Large accelerated filer [ √ ] Accelerated filer [    ] 
Non-accelerated filer [    ] Smaller reporting company [    ] 
  Emerging growth company [    ] 
    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [    ]

 

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

 

1

The registrant had 29.0 million shares of Class A Common Stock and 3.23.3 million shares of Class B Common Stock outstanding as of October 24, 2017.April 17, 2019.

1

 

 

ALBANY INTERNATIONAL CORP.

TABLE OF CONTENTS

 Page No.
  
Part I Financial information
  
 Item 1. Financial Statements3
 Consolidated statements of income – three and nine months ended September 30, 2017March 31, 2019 and 201620183
 Consolidated statements of comprehensive income/(loss) – three and nine months ended September 30, 2017March 31, 2019 and 201620184
 Consolidated balance sheets as of September 30, 2017March 31, 2019 and December 31, 201620185
 Consolidated statements of cash flows – three and nine months ended September 30, 2017March 31, 2019 and 201620186
 Notes to consolidated financial statements7
 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations2933
 

Forward-looking statements

29

Item 3. Quantitative and Qualitative Disclosures about Market Risk

4948
 Item 4. Controls and Procedures4948
  
Part II Other Information
  
 Item 1. Legal Proceedings5049
 Item 1A. Risk Factors5049
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds5049
 Item 3. Defaults upon Senior Securities5150
 Item 4.Mine4. Mine Safety Disclosures5150
 Item 5. Other Information5150
 Item 6. Exhibits5150

 

 


2

 

 

 

ITEM 1. FINANCIAL STATEMENTS

ALBANY INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(unaudited)

 

Three Months Ended Nine Months Ended
September 30, September 30,
       
2017 2016 2017 2016
       
$222,141 $191,272Net sales$636,989 $566,793
142,706 118,852Cost of goods sold418,595 343,557
       
79,435 72,420Gross profit218,394 223,236
41,076 38,042   Selling, general, and administrative expenses123,799 120,997
10,553 9,232   Technical and research expenses30,788 29,640
5,503 326   Restructuring expenses, net10,220 7,653
       
22,303 24,820Operating income53,587 64,946
4,429 3,681   Interest expense, net13,042 9,610
         (1,155)             242   Other expense/(income), net                  980          (2,103)
       
19,029 20,897Income before income taxes39,565 57,439
3,809 7,488   Income tax expense12,138 20,613
       
        15,220         13,409 Net income             27,427         36,826
             (49)             340Net income/(loss) attributable to the noncontrolling interest                  202            (111)
$15,269 $13,069 Net income attributable to the Company$27,225 $36,937
       
$0.47 $0.41Earnings per share attributable to Company shareholders - Basic$0.85 $1.15
       
$0.47 $0.41Earnings per share attributable to Company shareholders - Diluted$0.85 $1.15
       
   Shares of the Company used in computing earnings per share:   
32,187 32,104  Basic32,160 32,079
       
32,214 32,141  Diluted32,193 32,118
       
$0.17 $0.17Dividends declared per share, Class A and Class B$0.51 $0.51
       
       
The accompanying notes are an integral part of the consolidated financial statements
       
  Three Months Ended 
  March 31, 
    
 2019 2018
    
Net sales$251,373 $223,603
Cost of goods sold159,602 145,821
    
Gross profit91,771 77,782
  Selling, general, and administrative expenses40,945 41,888
  Technical and research expenses10,249 10,317
  Restructuring expenses, net484 8,573
    
Operating income40,093 17,004
  Interest expense, net4,417 4,288
  Other (income)/expense, net  (1,208)   1,452
    
Income before income taxes36,884 11,264
  Income tax expense7,476 3,365
    
 Net income   29,408   7,899
Net income attributable to the noncontrolling interest  218   237
 Net income attributable to the Company$29,190 $7,662
    
Earnings per share attributable to Company shareholders - Basic$0.90 $0.24
    
Earnings per share attributable to Company shareholders - Diluted$0.90 $0.24
    
Shares of the Company used in computing earnings per share:   
  Basic32,272 32,220
    
  Diluted32,285 32,236
    
Dividends declared per share, Class A and Class B$0.18 $0.17
    

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


3

 

 

ALBANY INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(in thousands)
(unaudited)
       
       
Three Months Ended Nine Months Ended
September 30, September 30,
       
2017 2016 2017 2016
       
$15,220 $13,409Net income$27,427 $36,826
       
   Other comprehensive income/(loss), before tax:   
        11,974               36Foreign currency translation adjustments        39,348           2,651
                 -                  -Pension/postretirement plan remeasurement                 -            (170)
   Amortization of pension liability adjustments:   
         (1,113)          (1,113)   Prior service credit         (3,339)          (3,338)
          1,350           1,296   Net actuarial loss          4,050           3,870
            295           1,100Expense related to interest rate swaps included in earnings          1,238           1,686
             (96)             497Derivative valuation adjustment         (1,094)          (6,936)
       
   Income taxes related to items of other comprehensive income/(loss):   
                 -                  -Pension/postretirement plan remeasurement                 -               65
             (71)              (55)Amortization of pension liability adjustment           (213)            (160)
           (112)            (418)Expense related to interest rate swaps included in earnings           (470)            (641)
              36            (189)Derivative valuation adjustment            415           2,636
        27,483         14,563Comprehensive income        67,362         36,489
             (43)             340Comprehensive income/(loss) attributable to the noncontrolling interest            221            (112)
$27,526 $14,223Comprehensive income attributable to the Company$67,141 $36,601
       
The accompanying notes are an integral part of the consolidated financial statements

 

ALBANY INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(in thousands)
(unaudited)

  Three Months Ended 
  March 31, 
    
 2019 2018
    
Net income$29,408 $7,899
    
Other comprehensive income/(loss), before tax:   
Foreign currency translation and other adjustments  (2,152)   17,505
Amortization of pension liability adjustments:   
  Prior service credit  (1,105)   (1,114)
  Net actuarial loss  1,121   1,297
Payments and amortization related to interest rate swaps included in earnings  (452)   180
Derivative valuation adjustment  (3,377)   5,715
    
Income taxes related to items of other comprehensive income/(loss):   
Amortization of pension liability adjustment   (5)    (55)
Payments related to interest rate swaps included in earnings  115    (43)
Derivative valuation adjustment  863   (1,372)
Comprehensive income  24,416   30,012
Comprehensive income/(loss) attributable to the noncontrolling interest  210   230
Comprehensive income attributable to the Company$24,206 $29,782

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

4

ALBANY INTERNATIONAL CORP.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)

 March 31, December 31,
    
 2019 2018
ASSETS   
  Cash and cash equivalents$187,385 $197,755
  Accounts receivable, net  234,127   223,176
  Contract assets  57,869   57,447
  Inventories  102,379   85,904
  Income taxes prepaid and receivable  6,818   7,473
  Prepaid expenses and other current assets  23,696   21,294
    Total current assets  612,274   593,049
    
  Property, plant and equipment, net  460,520   462,055
  Intangibles, net  47,646   49,206
  Goodwill  163,438   164,382
  Deferred income taxes  63,736   62,622
  Noncurrent receivables  45,354   45,061
  Other assets  50,313   41,617
    Total assets$1,443,281 $1,417,992
    
LIABILITIES AND SHAREHOLDERS' EQUITY   
  Accounts payable$74,050 $52,246
  Accrued liabilities  122,342   129,030
  Current maturities of long-term debt  19   1,224
  Income taxes payable  8,387   6,806
    Total current liabilities  204,798   189,306
    
  Long-term debt  491,022   523,707
  Other noncurrent liabilities  112,726   88,277
  Deferred taxes and other liabilities  8,328   8,422
    Total liabilities816,874 809,712
    
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 37,478,402 in 2019   
    and 37,450,329 in 2018  37   37
  Class B Common Stock, par value $.001 per share;   
    authorized 25,000,000 shares; issued and   
    outstanding 3,233,998 in 2019 and 2018  3   3
  Additional paid in capital  430,052   430,555
  Retained earnings  613,057   589,645
  Accumulated items of other comprehensive income:   
    Translation adjustments   (116,630)    (115,976)
    Pension and postretirement liability adjustments  (48,596)   (47,109)
    Derivative valuation adjustment  1,846   4,697
  Treasury stock (Class A), at cost; 8,418,620 shares in 2019   
    and in 2018   (256,603)    (256,603)
    Total Company shareholders' equity  623,166   605,249
  Noncontrolling interest  3,241   3,031
 Total equity626,407 608,280
  Total liabilities and shareholders' equity$1,443,281 $1,417,992

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

5

 

 

 September 30, December 31,
 2017 2016
ASSETS   
  Cash and cash equivalents$153,465 $181,742
  Accounts receivable, net        199,938         171,193
  Inventories        157,143         133,906
  Income taxes prepaid and receivable           8,133            5,213
  Prepaid expenses and other current assets          12,690            9,251
      Total current assets531,369 501,305
    
  Property, plant and equipment, net        451,966         422,564
  Intangibles, net          56,997           66,454
  Goodwill        166,010         160,375
  Income taxes receivable and deferred          81,244           68,865
  Contract receivables          29,688           14,045
  Other assets          32,343           29,825
      Total assets$1,349,617 $1,263,433
    
LIABILITIES AND SHAREHOLDERS' EQUITY   
  Notes and loans payable$186 $312
  Accounts payable          45,121           43,305
  Accrued liabilities        103,498           95,195
  Current maturities of long-term debt          51,765           51,666
  Income taxes payable          12,493            9,531
      Total current liabilities213,063 200,009
    
  Long-term debt        453,578         432,918
  Other noncurrent liabilities        105,318         106,827
  Deferred taxes and other liabilities          13,002           12,389
      Total liabilities784,961 752,143
    
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 37,392,353 in 2017   
    and 37,319,266 in 2016                37                 37
  Class B Common Stock, par value $.001 per share;   
    authorized 25,000,000 shares; issued and   
    outstanding 3,233,998 in 2017 and 2016                  3                   3
  Additional paid in capital        428,088         425,953
  Retained earnings        533,670         522,855
  Accumulated items of other comprehensive income:   
    Translation adjustments         (92,523)        (133,298)
    Pension and postretirement liability adjustments         (52,648)          (51,719)
    Derivative valuation adjustment              917               828
  Treasury stock (Class A), at cost 8,431,335 shares in 2017     
   and 8,443,444 shares in 2016       (256,876)        (257,136)
      Total Company shareholders' equity        560,668         507,523
  Noncontrolling interest           3,988            3,767
 Total equity564,656 511,290
      Total liabilities and shareholders' equity$1,349,617 $1,263,433
    
The accompanying notes are an integral part of the consolidated financial statements

ALBANY INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWFLOWS
(in thousands)
(unaudited)

Three Months Ended     Nine Months ended
September 30,     September 30,
           
2017 2016     2017 2016
   OPERATING ACTIVITIES   
$15,220 $13,409Net income$27,427 $36,826
   Adjustments to reconcile net income to net cash provided by operating activities:   
        15,522         16,470Depreciation        45,367         44,736
          2,608           1,975Amortization          7,889           6,488
           (168)            (275)Change in other noncurrent liabilities          (2,522)          (5,010)
         (3,263)          (1,712)Change in deferred taxes and other liabilities       (10,620)            (640)
          1,086             333Provision for write-off of property, plant and equipment          1,916           1,409
            211                  -Non-cash interest expense            634                  -
            195             350

 

Compensation and benefits paid or payable in Class A Common Stock

          1,865           1,882
          4,149                  -Write-off of intangible assets in a discontinued product line          4,149                  -
   Changes in operating assets and liabilities that provided/(used) cash, net of impact of business acquisition:   
         (4,645)           4,794Accounts receivable         (19,781)          (6,492)
         (3,944)          (5,511)Inventories          (17,210)        (12,886)
           (599)            (481)Prepaid expenses and other current assets         (3,167)          (3,302)
                 -            (100)Income taxes prepaid and receivable         (2,817)           1,737
         (4,769)          (4,443)Accounts payable         (2,704)          (1,544)
          5,425           4,418Accrued liabilities          4,525          (3,736)
          3,472           4,932Income taxes payable          2,964           3,999
         (8,107)                  -Contract receivables       (15,643)                  -
         (4,495)          (4,974)Other, net           (557)        (10,252)
17,898 29,185Net cash provided by operating activities21,715 53,215
           
   INVESTING ACTIVITIES   
                 -                  -Purchase of business, net of cash acquired                 - (187,000)
       (15,319)        (21,924)Purchases of property, plant and equipment       (61,724)        (50,029)
           (147)            (591)Purchased software           (538)          (1,262)
                 -           4,686Proceeds from sale or involuntary conversion of assets                 -           6,422
(15,466) (17,829)Net cash used in investing activities(62,262) (231,869)
           
   FINANCING ACTIVITIES   
        13,076         13,265Proceeds from borrowings        45,335       232,795
         (3,569)            (871)Principal payments on debt       (24,711)        (23,695)
                 -                  -Debt acquisition costs                 -          (1,771)
                 -                  -Swap termination payment                 -          (5,175)
                 -                  -Taxes paid in lieu of share issuance         (1,364)          (1,272)
            356               64Proceeds from options exercised            531             454
         (5,470)          (5,457)Dividends paid       (16,396)        (16,354)
4,393 7,001Net cash provided by financing activities3,395 184,982
           
          7,848           1,788Effect of exchange rate changes on cash and cash equivalents          8,875           4,729
           
        14,673         20,145(Decrease)/increase in cash and cash equivalents        (28,277)        11,057
      138,792       176,025Cash and cash equivalents at beginning of period      181,742       185,113
$153,465 $196,170Cash and cash equivalents at end of period$153,465 $196,170
           
The accompanying notes are an integral part of the consolidated financial statements
     Three Months Ended
     March 31,
        
     2019 2018
OPERATING ACTIVITIES     
Net income   $29,408 $7,899
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:   
 Depreciation    15,642   18,302
 Amortization    2,314   2,646
 Change in deferred taxes and other liabilities   (1,065)   (2,028)
 Provision for write-off of property, plant and equipment  386   271
 Non-cash interest expense    151   -
 Compensation and benefits paid or payable in Class A Common Stock  (547)   289
 Fair value adjustment on foreign currency option   -     37
        
 Changes in operating assets and liabilities that (used)/provided cash:
 Accounts receivable     (11,624)    (25,089)
 Contract assets    (481)   2,116
 Inventories      (16,662)    (11,753)
 Prepaid expenses and other current assets   (2,804)   (4,063)
 Income taxes prepaid and receivable   674   102
 Accounts payable    21,750   (2,538)
 Accrued liabilities     (11,095)   (1,227)
 Income taxes payable    1,506   (3,431)
 Noncurrent receivables    (294)   (2,527)
 Other noncurrent liabilities    (1,679)   (377)
 Other, net     (1,014)   2,424
 Net cash provided by/(used in) operating activities24,566 (18,947)
        
INVESTING ACTIVITIES     
 Purchases of property, plant and equipment    (20,798)    (15,771)
 Purchased software     (22)    (29)
 Net cash used in investing activities (20,820) (15,800)
        
FINANCING ACTIVITIES     
 Proceeds from borrowings    20,000   13,011
 Principal payments on debt     (28,004)   (8,490)
 Principal payments on finance lease liabilities   (400)    -  
 Taxes paid in lieu of share issuance   (971)   (1,652)
 Proceeds from options exercised    44   147
 Dividends paid    (5,808)   (5,474)
 Net cash used in financing activities (15,139) (2,458)
        
Effect of exchange rate changes on cash and cash equivalents  1,023   4,904
        
Decrease in cash and cash equivalents    (10,370)   (32,301)
Cash and cash equivalents at beginning of period  197,755   183,727
Cash and cash equivalents at end of period $187,385 $151,426

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


6

ALBANY INTERNATIONAL CORP.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(unaudited)

 

1. Significant Accounting Policies

Basis of Presentation

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

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

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with “Risk Factors,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” “Quantitative and Qualitative Disclosures about Market Risk” and the Consolidated Financial Statements and Notes thereto included in Items 1A, 3, 7, 7A and 8, respectively, of the Albany International Corp. Annual Report on Form 10-K for the year ended December 31, 2016.

2.Business Acquisition

On April 8, 2016, the Company acquired the outstanding shares of Harris Corporation’s composite aerostructures business for cash of $187 million, plus the assumption of certain liabilities. The Company funded the cash payable at closing by utilizing proceeds from a $550 million, unsecured credit facility agreement that was completed April 8, 2016. The acquired entity is located in Salt Lake City, Utah (“SLC”) and is part of the Albany Engineered Composites (“AEC”) segment.

7

The Consolidated Statement of Income for 2016 includes operational activity of the acquired business for only the period subsequent to the closing, which affects comparability of year to date results. The following table shows total Company pro forma2018. Certain quarterly results for the nine month period ended September 30, 20162018 contained within this report have been revised to correct immaterial errors, as if the acquisition had occurreddescribed in Note 24 of Item 8 in that same Annual Report on Form 10-K.

Effective January 1, 2015.2019, we adopted the provisions of ASC 842,Leases, using theeffective date approach for transition as discussed in Note 3, Leases. Accounting policies have been applied consistently to periods presented, except for the application of ASC 842, as further described in Note 3.

(in thousands, except per share amounts)

Unaudited - Pro forma
Nine months ended

September 30, 2016

Combined Net sales$588,978
Combined Income before income taxes$59,812
Pro forma increase/(decrease) to income before income taxes:
Acquisition expenses5,367
Interest expense related to purchase price(1,133)
Acquisition accounting adjustments:
Depreciation and amortization on property, plant and equipment, and intangible assets(1,696)
Valuation of contract inventories2,036
Interest expense on capital lease obligation323
Interest expense on other obligations(143)
Pro forma Income before income taxes$64,566
Pro forma Net Income$41,286

 

8

3.2. Reportable Segments

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

The following tables show data by reportableMachine Clothing (MC) segment reconciled to consolidated totals included in the financial statements:

 Three months ended September 30,Nine months ended September 30,
(in thousands)2017201620172016
Net sales        
Machine Clothing$150,694 $143,248 $440,093 $437,445 
Albany Engineered Composites (AEC)71,447 48,024 196,896 129,348 
Consolidated total$222,141 $191,272 $636,989 $566,793 
Operating income/(loss)        
Machine Clothing42,674 40,039 119,352 112,583 
Albany Engineered Composites(9,301)(4,529)(32,242)(14,083)
Corporate expenses(11,070)(10,690)(33,523)(33,554)
Operating income$22,303 $24,820 $53,587 $64,946 
Reconciling items:        
Interest income(355)(675)(801)(1,347)
Interest expense4,784 4,356 13,843 10,957 
Other expense/(income), net(1,155)242 980 (2,103)
Income before income taxes$19,029 $20,897 $39,565 $57,439 

There were no material changes in the total assets of the reportable segments in the first nine months of 2017.

In the third quarter of 2017, the Company decided to discontinue the Bear Claw® line of hydraulic fracturing componentsdesigns and manufactures fabrics and process felts used in the oilmanufacture of all grades of paper products and gas industry, which was partother industrial products. We sell our MC products directly to customer end-users in countries across the globe. Our products, manufacturing processes, and distribution channels for MC are substantially the same in each region of the Harris aerostructures business acquired by AECworld in 2016. This decision resultedwhich we operate. We design, manufacture, and market paper machine clothing (used in the manufacturing of paper, paperboard, tissue and towel) for each section of the paper machine and for every grade of paper. Paper machine clothing products are customized, consumable products of technologically sophisticated design that utilize polymeric materials in a non-cash restructuring charge of $4.5 million for the write-off of intangible assets and equipment, and a $3.2 million charge to Cost of goods sold for the write-off of inventory. 

In the second quarter of 2017, the Company recorded a charge to Cost of goods sold of approximately $15.8 million associated with revisions in the estimated profitability of two AEC contracts. The charge was principally due to second-quarter 2017 downward revisions of estimated customer demand for the components manufactured by AEC related to the BR 725 and A380 programs. The charge included a $4.0 million write-off of program inventory costs, and a reserve for future losses of $11.8 million, which is included in Accrued liabilities in the Consolidated Balance Sheets. Total reserves for future contract losses were $11.1 million as of September 30, 2017, and $0.1 million as of December 31, 2016.complex structure.

The Albany Engineered Composites (AEC) segment, including Albany Safran Composites, LLC (ASC), in which our customer SAFRAN Group (Safran) owns a 10 percent noncontrolling interest, is a designer and manufacturer of advanced materials-based engineered components for jet engine and airframe applications, supporting both commercial and military platforms provides highly engineered, advanced composite structures to customers in the aerospacecommercial and defense aerospace industries. AEC’s largest program relates to CFM International’s LEAP engine. Under this program,

7

AEC through ASC, is the exclusive supplier of advanced composite fan blades and cases under a long-term supply contract. The manufacturing spaces used for the production of parts under the long-term supply agreement are owned by Safran, and leased to the Company at either a market rent or a minimal cost. All lease expense is reimbursable by Safran to the Company due to the cost-plus nature of the supply agreement. AEC net sales to Safran in 2017 were $25.6$56.0 million and $40.8 million in the first quarter $30.1 million in the second quarter,of 2019 and $28.3 million in the third quarter. AEC net sales to Safran in 2016 were $17.1 million in the first quarter, $18.5 million in the second quarter, and $17.4 million in the third quarter.2018, respectively. The

9

total of invoiced receivables, unbilled receivablesContract assets and contractNoncurrent receivables due from Safran amounted to $57.0$107.8 million and $37.1$96.2 million as of September 30, 2017March 31, 2019 and December 31, 2016,2018, respectively.

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

 Three months ended March 31,
(in thousands)20192018
Net sales  
Machine Clothing$144,334$141,773
Albany Engineered Composites   107,039  81,830
Consolidated total$251,373$223,603
Operating income/(loss)  
Machine Clothing$44,243$26,942
Albany Engineered Composites  9,522   2,275
Corporate expenses   (13,672)  (12,213)
Operating income$40,093$17,004
Reconciling items:  
Interest income  (599)   (382)
Interest expense  5,016   4,670
Other (income)/expense, net   (1,208)   1,452
Income before income taxes$36,884$11,264

 

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

 Three months ended
September 30,

Nine months ended

September 30,

(in thousands)2017201620172016
Restructuring expenses, net        
Machine Clothing$96 ($212)$1,012 $5,921 
Albany Engineered Composites5,407 640 9,208 1,787 
Corporate expenses- (102)- (55)
Consolidated total$5,503 $326 $10,220 $7,653 

 

 Three months ended
March 31,
(in thousands)20192018
Machine Clothing$401$8,352
Albany Engineered Composites  83   221
 Total  $484$8,573

8

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

The following table disaggregates revenue for each reporting unit by timing of revenue recognition:

  For the three months ended March 31, 2019 
(in thousands)Point in Time Revenue
Recognition
Over Time Revenue
Recognition
Total
     
Machine Clothing$143,534$800$144,334
     
Albany Engineered Composites   
 ASC  -      55,442  55,442
 Other AEC  6,245  45,352  51,597
Total Albany Engineered Composites  6,245  100,794  107,039
     
Total revenue$149,779$101,594$251,373

  For the three months ended March 31, 2018 
(in thousands)Point in Time Revenue RecognitionOver Time Revenue RecognitionTotal
     
Machine Clothing$140,973$800$141,773
     
Albany Engineered Composites   
 ASC    -    40,781  40,781
 Other AEC  6,040   35,009  41,049
Total Albany Engineered Composites  6,040   75,790  81,830
     
Total revenue$147,013$76,590$223,603

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

9

  For the three months ended March 31,
(in thousands)20192018
    
Americas PMC$75,341$67,629
Eurasia PMC  51,438  53,811
Engineered Fabrics  17,555  20,333
Total Machine Clothing Net sales$144,334$141,773

In accordance with ASC 606-10-50-14, we do not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Contracts in the MC segment are generally for periods of less than a year. Most contracts in the AEC segment are short duration firm-fixed-price orders representing performance obligations with an original maturity of less than one year. Remaining performance obligations on contracts that had an original duration of greater than one year totaled $90 million and $115 million as of March 31, 2019 and 2018, respectively, and related primarily to firm contracts in the AEC segment. Of the remaining performance obligations as of March 31, 2019 we expect to recognize as revenue approximately $53 million during 2019, with the remainder to be recognized in between 2020 and 2021.

At the January 1, 2019 date of adoption of ASC 842,Leases, MC assets increased by $5.6 million, AEC assets increased by $0.5 million, and Corporate assets increased by $1.0 million.

3. Leases

Effective January 1, 2019, we adopted the provisions of ASC 842,Leases, using the effective date (or modified retrospective) approach for transition. Under this transition method, periods prior to 2019 have not been restated and the cumulative effect of initially applying the new standard was recorded as an adjustment to Retained earnings at January 1, 2019.

The new standard is intended to increase transparency and comparability among organizations by requiring the recognition of right of use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.We applied the new accounting standard to leases existing at the date of initial application on January 1, 2019.

We elected the available package of practical expedients, which permitted us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We implemented processes and internal controls to enable the preparation of financial information on adoption.

The most significant impact resulting from the adoption of the new standard was the recognition of ROU assets and lease liabilities for operating leases on our balance sheet for our real estate and automobile operating leases, in addition to the derecognition and reassessment of assets and liabilities related to our primary manufacturing facility in Salt Lake City, Utah (SLC lease), which had been accounted for as a build-to-suit lease with a failed sale leaseback. For that lease, transitional guidance required the derecognition of existing assets and liabilities and a reassessment of lease classification. We determined that the lease met the criteria for recording as a finance lease and we determined the

10

January 1, 2019 values of the ROU asset and lease liability on the basis of that reassessment. The change in the SLC lease-related assets and liabilities resulted in a $0.3 million pre-tax reduction to retained earnings at the date of adoption.

The table below presents the cumulative effect of changes made to our December 31, 2018 Balance Sheet as a result of the adoption of ASC 842, Leases:

ALBANY INTERNATIONAL CORP.

CONSOLIDATED BALANCE SHEET

(in thousands, except share data)

(unaudited)

       
       
 As previously
reported at
December 31,
2018
 Adjustments
Increase/
(decrease)
 Opening
balance, as
adjusted,
January 1, 2019
 
ASSETS      
  Cash and cash equivalents$197,755 $ - $197,755 
  Accounts receivable, net    223,176       -     223,176 
  Contract assets     57,447       -      57,447 
  Inventories     85,904       -      85,904 
  Income taxes prepaid and receivable     7,473       -      7,473 
  Prepaid expenses and other current assets      21,294       (370)      20,924 
  Total current assets593,049 (370) 592,679 
       
  Property, plant and equipment, net    462,055      (6,144)      455,911 
  Intangibles, net     49,206       -      49,206 
  Goodwill    164,382       -     164,382 
  Deferred income taxes     62,622       (20)      62,602 
 Noncurrent receivables      45,061       -       45,061 
  Other assets    41,617     13,615      55,232 
  Total assets$1,417,992 $7,081 $1,425,073 
       
LIABILITIES AND SHAREHOLDERS' EQUITY      
  Notes and loans payable$- $- $- 
  Accounts payable     52,246       -      52,246 
  Accrued liabilities    129,030      4,964     133,994 
  Current maturities of long-term debt      1,224      (1,206)       18 
  Income taxes payable     6,806       -      6,806 
  Total current liabilities189,306 3,758 193,064 
       
  Long-term debt    523,707     (24,680)     499,027 
  Other noncurrent liabilities     88,277      27,968      116,245 
  Deferred taxes and other liabilities     8,422       -      8,422 
  Total liabilities809,712 7,046 816,758 
       
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 37,450,329 in 2018      
    and 37,395,753 in 2017      37       -       37 
  Class B Common Stock, par value $.001 per share;      
    authorized 25,000,000 shares; issued and      
    outstanding 3,233,998 in 2018 and 2017     3       -      3 
  Additional paid in capital    430,555       -     430,555 
  Retained earnings    589,645       35     589,680 
  Accumulated items of other comprehensive income:      
    Translation adjustments      (115,976)       -       (115,976)
    Pension and postretirement liability adjustments    (47,109)       -     (47,109)
    Derivative valuation adjustment     4,697       -      4,697 
  Treasury stock (Class A), at cost 8,418,620 shares in 2018      
    and 8,431,335 shares in 2017    (256,603)       -     (256,603)
  Total Company shareholders' equity    605,249       35     605,284 
  Noncontrolling interest      3,031       -       3,031 
 Total equity608,280 35 608,315 
  Total liabilities and shareholders' equity$1,417,992 $7,081 $1,425,073 

11

Adoption of the standard had no impact to cash from or used in operating, investing, or financing activities in our Consolidated Statements of Cash Flows.

Significant changes to our accounting policies as a result of adopting the new standard are discussed below.

We determine if an arrangement is a lease at inception. A contract is, or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, we would assess whether:

·The contract involves the use of an identified asset. This may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset,
·We have the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use, and
·We have the right to direct the use of the asset. We have this right when we have the decision-making rights that are most relevant to changing how and for what purpose the asset is used.

Judgement is required in the application of ASC 842,Leases, including in determining whether a contract contains a lease, the appropriate classification, allocation of consideration, and the determination of the discount rate for the lease. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments.

We are generally the lessee in our lease transactions. For periods ending after December 31, 2018, lessees will be required to recognize a lease liability and an ROU asset for leases with terms greater than 12 months, in accordance with the practical expedient that is available for ongoing accounting.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term, using the rate implicit in the lease. If that rate is not readily determinable, the rate is based on the Company’s incremental borrowing rate. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease. Our ROU assets include the values associated with the additional periods when it is reasonably certain that we will exercise the option. We review the carrying value of ROU assets for impairment whenever events and circumstances indicate that the carrying value of an asset group may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.

We have lease agreements with lease and non-lease components. For most leases, we account for the lease and non-lease components as a single lease component, in accordance with the practical expedient that is available for ongoing accounting. Additionally, for certain leases, such as for vehicles, we apply a portfolio approach. New leases will be classified as financing or operating, with classification affecting the pattern and classification of expense recognition in the income statement. Expenses related to operating leases will be recognized on a straight-line basis, while those determined to be financing leases will be recognized following a front-loaded expense profile, in which interest and amortization are presented separately in the income statement.

Operating lease ROU assets are included in Other assets in the Consolidated Balance Sheets and Operating lease liabilities are included in Accrued liabilities and Other noncurrent liabilities in the Consolidated Balance Sheets. Finance lease ROU assets are included in Property, plant, and

12

equipment, net in the Consolidated Balance Sheets and Finance lease liabilities are included in Accrued liabilities and Other noncurrent liabilities in the Consolidated Balance Sheets.

We have operating and finance leases for offices, manufacturing facilities, warehouses, vehicles, and certain equipment. Our leases have remaining lease terms of 1 year to 11 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 1 year.

The components of lease expense were as follows:

(in thousands)For the three
months ended
March 31, 2019
Finance lease
  Amortization of right-of-use asset $ 253
  Interest on lease liabilities  399
Operating lease
  Fixed lease cost  1,217
  Variable lease cost  57
  Short-term lease cost  332
Total lease expense $ 2,258

Lease expense for the same period of 2018 was $2.1 million.

Supplemental cash flow information related to leases was as follows:

(in thousands)For the three
months ended
March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
  Operating cash flows from operating leases $ 1,191
  Operating cash flows from finance leases   399
  Financing cash flows from finance leases   400
Right-of-use assets obtained in exchange for lease obligations:
  Operating leases $ 412
  Finance leases   -  

13

Supplemental balance sheet information related to leases was as follows:

(in thousands)March 31, 2019
Operating leases
Right of use assets included in Other assets $ 12,969
Lease liabilities included in
  Accrued liabilities $ 4,182
  Other noncurrent liabilities   8,935
Total operating lease liabilities $ 13,117
Finance leases
Right of use assets included in Property, plant and equipment, net $ 10,890
Lease liabilities included in
  Accrued liabilities $ 1,216
  Other noncurrent liabilities  18,564
Total finance lease liabilities $ 19,780

Additional information for leases existing at March 31, 2019 was as follows:

Weighted average remaining lease term
Operating leases5 years
Finance leases11 years
Weighted average discount rate
Operating leases6.1%
Finance leases8.0%

Maturities of lease liabilities as of March 31, 2019 were as follows:

(in thousands)Operating leasesFinance lease
Year ending December 31,  
2019 $ 3,487 $ 2,057
2020  4,068  2,790
2021  2,033  2,790
2022   1,419  2,838
2023   1,346  3,004
Thereafter  3,047  15,512
Total lease payments  15,400  28,991
   
Less imputed interest  (2,283)  (9,211)
Total $ 13,117 $ 19,780
   

14

The finance lease liability includes the SLC lease described above, but excludes additional manufacturing space that was included in the September 2018 modification of that lease. We will take control of the additional space during the fourth quarter of 2019, which will be the commencement of this lease component, at which time the lease liability and ROU asset will be recorded. We will have control of the additional space through 2029 and the additional space will increase gross cash outflows during that period by $6.1 million.

As of December 31, 2018, future rental payments required under operating leases with initial or remaining non-cancelable lease terms in excess of one year, were: 2019, $4.6 million; 2020, $3.2 million; 2021, $2.1 million; 2022, $1.5 million; and 2023 and thereafter, $6.5 million.

As of December 31, 2018, the following schedule presents future minimum annual payments under the SLC lease finance obligation, and the present value of the minimum payments:

  
 (in thousands)
Year ending December 31, 
2019 $ 2,451
2020   2,974
2021   2,990
2022   3,054
2023   3,277
Thereafter   18,930
Total minimum payments   33,676
  
Less imputed interest   (7,790)
Total $ 25,886
  

As of December 31, 2018, the capitalized value associated with the SLC lease was included in Property, plant, and equipment, net at a value of $17.3 million, which included a gross cost of $20.8 million, and Accumulated depreciation of $3.5 million.

 

4. Pensions and Other Postretirement Benefit Plans

Pension Plans

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

Other Postretirement Benefits

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


15

The composition of the net periodic benefit plan cost for the ninethree months ended September 30, 2017March 31, 2019 and 2016,2018, was as follows:

Pension plansOther postretirement benefitsPension plans Other postretirement benefits
(in thousands)20172016201720162019201820192018
Components of net periodic benefit cost:Components of net periodic benefit cost: 
Service cost$1,960 $1,991 $183 $190 $632$699$47$58
Interest cost5,507 6,110 1,660 1,832   1,794  1,820   528  507
Expected return on assets(6,004)(6,763)- -   (2,057)  (2,247)  -  -
Curtailment gain- (130)- - 
Amortization of prior service cost/(credit)27 28 (3,366)(3,366)   17   8  (1,122)  (1,122)
Amortization of net actuarial loss1,943 1,756 2,107 2,114    564  558   557  739
Net periodic benefit cost$3,433 $2,992 $584 $770 $950$838$10$182

 

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

5. Restructuring

Machine ClothingMC restructuring costscharges include expenses for the first ninethree months of 2017 were principally2019 and 2018 related to additional costs for restructuring actions taken in 2016. Machine Clothing restructuring costs in 2016 were principally related to plant closure costs in Göppingen, Germany and the cessation of research and development activitiesdiscontinued operations at theits MC production facility in Sélestat, France.

In October 2017,2018, the Company announcedplan was approved by the initiationFrench Labor Ministry which led to restructuring expense of discussions with the local works council regarding a proposal to discontinue operations at its Machine Clothing production facility in Sélestat, France. The consultations are subject to applicable law and are ongoing. At this time, the Company has not recorded any restructuring charge related to this proposal.

AEC incurred restructuring charges of $9.2$8.1 million in the first ninethree months of 2017.2018 for severance and outplacement costs for the approximately 50 positions that were terminated under this plan. In the thirdfirst quarter of 2017, the Company decided to discontinue the Bear Claw® line of hydraulic fracturing components used in the oil and gas industry, which led to non-cash2019, restructuring charges totaling $4.5were $0.4 million. Since 2017, we have recorded $12.1 million relating to the impairment of long-lived assets. Other restructuring charges in 2017 principallyrelated to this action.

AEC restructuring charges include expenses for the first three months of 2019 and 2018 related to work force reductions in AEC locations in Salt Lake City, Utah and Rochester, New Hampshire.

AEC The restructuring charges for the first three months of 2019 and 2018 include expenses in 2016 were principally related to the consolidation of legacy programs into Boerne, Texas.$0.1 million and $0.2 million, respectively.

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

   
 Three months ended March 31,
(in thousands)20192018
Machine Clothing$401$8,352
Albany Engineered Composites   83  221
Corporate expenses  -  -
 Total  $484$8,573

16

Three months ended March 31, 2019Total
restructuring
costs incurred  
 Termination
and other
costs  
(in thousands)  
Machine Clothing   $401 $401
Albany Engineered Composites     83  83
Corporate expenses    -   -
Total   $484 $484

 

 Three months ended September 30,

Nine months ended

September 30,

(in thousands)2017201620172016
Machine Clothing$96 ($212)$1,012 $5,921 
Albany Engineered Composites5,407 640 9,208 1,787 
Corporate Expenses- (102)- (55)
 Total$5,503 $326 $10,220 $7,653 

Nine months ended September 30, 2017Total restructuring costs incurred   Termination and other costs  Impairment of plant and equipmentImpairment of intangible asset
(in thousands)
Machine Clothing$1,012 $1,012 $- $- 
Albany Engineered Composites9,208 4,173 886 4,149 
Corporate Expenses- - - - 
Total$10,220 $5,185 $886 $4,149 

Nine months ended September 30, 2016Total restructuring costs incurred   Termination and other costs  Impairment of plant and equipmentBenefit plan curtailment/
settlement
Three months ended March 31, 2018Total
restructuring
costs
incurred  
 Termination
and other
costs  
(in thousands) 
Machine Clothing$5,921 $5,751 $300 ($130) $8,352
Albany Engineered Composites1,787 1,498 289 -     221   221
Corporate Expenses(55)(55)- - 
Corporate expenses    -     -  
Total$7,653 $7,194 $589 ($130)$8,573

 

We expect that approximately $4.0 millionsubstantially all of Accrued liabilities for restructuring at September 30, 2017March 31, 2019 will be paid within one year and approximately $0.4 million will be paid in the following year. The table below presents the year-to-date changes in restructuring liabilities for 20172019 and 2016,2018, all of which related to termination costs:

  
December 31,Restructuring CurrencySeptember 30,December 31,Restructuring CurrencyMarch 31,
(in thousands)2016charges accruedPaymentstranslation /other20172018charges accruedPaymentstranslation /other2019
  
Total termination and other costs$5,559$5,185($6,370)$24 $4,398$5,570$484($876)$23 $5,201
 

 

 December 31,Restructuring CurrencySeptember 30,
(in thousands)2015charges accruedPaymentstranslation /other2016
      
Total termination and other costs$10,177$7,194($9,862)$2$7,511

 December 31,Restructuring CurrencyMarch 31,
(in thousands)2017charges accruedPaymentstranslation /other2018
      
Total termination and other costs$3,326$8,573($2,051)$25 $9,873

1217

6. Other Expense/(Income),/Expense, net

 

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

Three months ended September 30,Nine months ended September 30,Three months ended  March 31,
(in thousands) 201720162017201620192018
Currency transaction losses/(gains)$261 ($312)$2,310 ($2,361)
Currency transaction (gains)/losses($2,038)$690
Bank fees and amortization of debt issuance costs116 106 375 652   109   108
Gain on insurance recovery(2,000)- (2,000)- 
Components of net periodic pension and postretirement cost other than service  281  263
Other468 448 295 (394)  440   391
Total($1,155)$242 $980 ($2,103)($1,208)$1,452

 

In the third quarter of 2017, the Company recorded an insurance recovery gain of $2.0 million related to the theft in Japan that was reported in the fourth quarter of 2016.

7. Income Taxes

The following table presents components of income tax expense for the three and nine months ended September 30, 2017March 31, 2019 and 2016:2018:

 Three months ended
September 30,
Nine months ended
September 30,
(in thousands)2017201620172016
Income tax based on income from continuing operations, at estimated tax rates of 36.4% and 37.5%, respectively$6,935 $7,838 $14,420 $21,545 
Provision for change in estimated tax rates741 (424)- - 
Income tax before discrete items7,676 7,414 14,420 21,545 
         
Discrete tax expense:        
Provision for/resolution of tax audits and contingencies, net- - 961 (825)
Adjustments to prior period tax liabilities(73)(11)606 (254)
Other discrete tax adjustments, net(7)85 (62)113 
Provision for/adjustment to beginning of year valuation allowance(3,787)- (3,787)- 
Enacted tax legislation- -   34 
Total income tax expense$3,809 $7,488 $12,138 $20,613 
    Three months ended
    March 31,
(in thousands, except percentages)20192018
Income tax based on income from continuing operations, at estimated tax  
rates of 29.4% and 32.5%, respectively$10,847$3,656
      
Income tax before discrete items   10,847  3,656
      
Discrete tax expense:    
       
  Exercise of U.S. stock options   (50)  (123)
  Adjustments to prior period tax liabilities  194  (46)
  Provision for resolution of tax audits and contingencies, net  (2,232)   5
  Adjustment related to prior period change in opening valuation allowance  (1,346)   -
  Other     63  (127)
Total income tax expense $7,476$3,365

 

The third quarterfirst-quarter estimated annual effective tax rate on continuing operations was 36.429.4 percent in 2017,2019, compared to 37.532.5 percent for the same period in 2016.2018.

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

The Company’s tax rate is affected by recurring items such as the income tax rate in the U.S. and in non-U.S. jurisdictions and the mix of income earned in those jurisdictions, including changes in losses and income from excluded loss jurisdictions, and the impact of discrete items in the respective quarter.

The Company records the residual U.S. and foreign taxes on certain amounts of foreign earnings that have been targeted for repatriation to the U.S. These amounts are not considered to be permanentlyindefinitely reinvested, and the Company accrued for the tax cost on these earnings to the extent they cannot be repatriated in a tax-free manner. At September 30, 2017The Company has targeted for repatriation $159.2 million of current year and prior year earnings of the Company’s foreign operations. If these earnings were distributed, the Company calculated a deferred tax liabilitywould be subject to foreign withholding taxes of $3.7$4.1 million on $62.8and state income taxes of $3.3 million of non-U.S. earnings thatwhich have already been targeted for future repatriation to the U.S.recorded.

18

The Company conducts business globally and, as a result, files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business the Company is subject to examination by taxing authorities throughout the world, including major jurisdictions such as the United States, Brazil, Canada, France, Germany, Italy, Mexico, and Switzerland. The open tax years in these jurisdictions range from 2007 to 2016.2019. The Company is currently under audit in non-U.S. tax jurisdictions, including but not limited to CanadaItaly.

In the first quarter of 2019, the Company recorded a net benefit of $2.2 million for tax audit settlements with Canada. The Canadian Revenue Agency agreed to accept the Company’s appeal of all protested issues. The Company has begun to receive refunds from the Canadian Revenue Agency and Italy.

13

ItOntario for taxes that were pre-paid at the time of protests. As such, the Company determined that it is reasonably possiblemore likely than not that over the next twelve months the amount ofliability for unrecognized tax benefits may decrease up to $0.2of $2.2 million from the reevaluationthat was recorded as of uncertain tax positions arising in examinations, in appeals, orDecember 31, 2018 was no longer warranted and thus it was reduced in the courts, or from the closurefirst quarter of 2019, resulting in a $2.2 million discrete tax statutes of limitations.benefit.

As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of September 2017, primarily asThere was no evidence obtained during the first quarter 2019 that would require the Company achieved three yearsto make any changes to its view of cumulative pretax income in Canada and Japan, management determined that there was sufficient positive evidence to conclude that it is more likely than not that additionalthe future realization of deferred tax assets of $3.4 million in Canada and $0.4 million in Japan are realizable. Therefore, inassets. In the thirdfirst quarter of 2017, we reversed previously2019, the Company recorded valuation allowances which resulted in a discrete tax benefit of $3.8 million.

In March 2016, an accounting update was issued which simplifies several aspects$1.3 million out-of-period immaterial adjustment related to accounting for share-based payment transactions, including the incomea German tax consequences. The income tax consequences which relate to accounting for excess tax benefits have been adopted prospectively, resulting in recognition of excess tax benefits against income tax expense, rather than additional paid-in capital, of $0.1 million for the nine months ended September 30, 2017. No adjustment was necessary related to the deferred tax balances. The Company adopted this update on January 1, 2017.

valuation allowance.

 

8. Earnings Per Share

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

 Three months ended
September 30,
Nine months ended
September 30,
(in thousands, except market price and earnings per share)2017201620172016
 
Net income attributable to the Company$15,269 $13,069 $27,225 $36,937 
         
Weighted average number of shares:        
Weighted average number of shares used in        
calculating basic net income per share32,187 32,104 32,160 32,079 
Effect of dilutive stock-based compensation plans:        
Stock options27 37 33 39 
         
Weighted average number of shares used in        
calculating diluted net income per share32,214 32,141 32,193 32,118 
         
Average market price of common stock used        
for calculation of dilutive shares$53.49 $42.03 $49.49 $38.97 
         
Net income per share:        
Basic$0.47 $0.41 $0.85 $1.15 
Diluted$0.47 $0.41 $0.85 $1.15 

 Three months ended
March 31,
(in thousands, except market price and earnings per share)20192018
   
Net income attributable to the Company$29,190$7,662
   
Weighted average number of shares:  
Weighted average number of shares used in  
calculating basic net income per share  32,272  32,220
Effect of dilutive stock-based compensation plans:  
Stock options   13   16
   
Weighted average number of shares used in  
calculating diluted net income per share  32,285  32,236
   
Average market price of common stock used  
for calculation of dilutive shares$71.24$63.86
   
Net income attributable to the Company per share:  
Basic$0.90$0.24
Diluted$0.90$0.24

1419

9. Noncontrolling Interest

The table below presents a reconciliation of income attributable to the noncontrolling interest and noncontrolling equity:

 Nine months ended
September 30,
(in thousands)20172016
Net income/(loss) of Albany Safran Composites, LLC ("ASC")$2,805 ($374)
Less: Return attributable to the Company's preferred holding782 732 
Net income/(loss) of ASC available for common ownership$2,023 ($1,106)
Ownership percentage of noncontrolling shareholder10%10%
Net income/(loss) attributable to noncontrolling interest$202 ($111)
     
Noncontrolling interest, beginning of year$3,767 $3,690 
Net income/(loss) attributable to noncontrolling interest202 (111)
Changes in other comprehensive income attributable to noncontrolling interest19 (1)
Noncontrolling interest$3,988 $3,578 

10. Accumulated Other Comprehensive Income (AOCI)

The table below presents changes in the components of AOCI for the period December 31, 20162018 to September 30, 2017:March 31, 2019:

(in thousands)Translation adjustmentsPension and postretirement liability adjustmentsDerivative valuation adjustmentTotal Other Comprehensive Income
December 31, 2016($133,298)($51,719)$828 ($184,189)
Other comprehensive income/(loss) before reclassifications40,775 (1,427)(679)38,669 
Interest expense related to swaps reclassified to the Statement of Income, net of tax- - 768 768 
Pension and postretirement liability adjustments reclassified to Statement of Income, net of tax- 498 - 498 
Net current period other comprehensive income40,775 (929)89 39,935 
September 30, 2017($92,523)($52,648)$917 ($144,254)

(in thousands)Translation
adjustments
Pension and
postretirement
liability
adjustments
Derivative
valuation
adjustment
Total Other
Comprehensive
Income
December 31, 2018($115,976)($47,109)$4,697($158,388)
Other comprehensive income/(loss) before reclassifications  (654)  (152)  (2,514)  (3,320)
Interest expense related to swaps reclassified to the Consolidated Statements of Income, net of tax  -   -  (337)   (337)
Pension and postretirement liability adjustments reclassified to Consolidated Statements of Income, net of tax  -  11  -   11
Adjustment related to prior period change in opening valuation allowance  -  (1,346)  -   (1,346)
Net current period other comprehensive income  (654)  (1,487)  (2,851)  (4,992)
March 31, 2019($116,630)($48,596)$1,846($163,380)
     

The table below presents changes in the components of AOCI for the period December 31, 20152017 to September 30, 2016:March 31, 2018:

(in thousands)Translation adjustmentsPension and postretirement liability adjustmentsDerivative valuation adjustmentTotal Other Comprehensive Income
December 31, 2015($108,655)($48,725)($1,464)($158,844)
Other comprehensive income/(loss) before reclassifications2,216 330 (4,300)(1,754)
Interest expense related to swaps reclassified to the Statement of Income, net of tax- - 1,045 1,045 
Pension and postretirement liability adjustments reclassified to Statement of Income, net of tax- 372 - 372 
Net current period other comprehensive income2,216 702 (3,255)(337)
September 30, 2016($106,439)($48,023)($4,719)($159,181)
     
(in thousands)Translation
adjustments
Pension and
postretirement
liability
adjustments
Derivative
valuation
adjustment
Total Other
Comprehensive
Income
December 31, 2017($87,318)($50,536)$1,953($135,901)
Other comprehensive income/(loss) before reclassifications  17,646   (141)  4,343  21,848
Interest expense related to swaps reclassified to the Consolidated Statements of Income, net of tax   -   -  137  137
Pension and postretirement liability adjustments reclassified to Consolidated Statements of Income, net of tax   -   128   -  128
Net current period other comprehensive income  17,646   (13)  4,480   22,113
March 31, 2018($69,672)($50,549)$6,433($113,788)
     

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

20

The table below presents the expense/(income) amounts reclassified, and the line items of the Consolidated Statements of Income that were affected for the periodsthree months ended September 30, 2017March 31, 2019 and 2016.2018.

Three months ended September 30,Nine months ended September 30,Three months ended
March 31,
(in thousands)201720162017201620192018
Pretax Derivative valuation reclassified from Accumulated Other Comprehensive Income:     
Expense related to interest rate swaps included in Income
before taxes(a)
$295 $1,100 $1,238 $1,686 

Expense related to interest rate swaps included in Income

before taxes (a)

($452)$180
Income tax effect(112)(418)(470)(641)115(43)
Effect on net income due to items reclassified from Accumulated Other Comprehensive Income$183 $682 $768 $1,045 ($337)$137
         
Pretax pension and postretirement liabilities reclassified from Accumulated Other Comprehensive Income:   
Amortization of prior service credit($1,113)($1,113)($3,339)($3,338)  (1,105)  (1,114)
Amortization of net actuarial loss1,350 1,296 4,050 3,870   1,121  1,297
Total pretax amount reclassified (b)237 183 711 532 16183
Income tax effect(71)(55)(213)(160)(5)(55)
Effect on net income due to items reclassified from Accumulated Other Comprehensive Income$166 $128 $498 $372 $11$128

(a)Included in Interest expense, net, are payments related to the interest rate swap agreements and amortization of swap buyouts (see Note 15)Notes 15 and 16).
(b)These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 4).

 

10. Noncontrolling Interest

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

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

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

1621

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

 Three months ended
March 31,
(in thousands)20192018
Net income of Albany Safran Composites (ASC) $2,510 $2,681
Less: Return attributable to the Company's preferred holding  328  312
Net income of ASC available for common ownership $2,182 $2,369
Ownership percentage of noncontrolling shareholder10%10%
Net income attributable to noncontrolling interest $218 $237
   
Noncontrolling interest, beginning of year $3,031 $3,247
Decrease attributable to 2018 adoption of ASC 606   -  (327)
Net income attributable to noncontrolling interest  218   237
Changes in other comprehensive income attributable to noncontrolling interest   (8)  (7)
Noncontrolling interest $3,241 $3,150

 

11. Accounts Receivable

Accounts receivable includes trade receivables and revenuereceivables.

In connection with certain sales in excess of progress billings on long-term contracts inAsia, the Albany Engineered Composites segment.Company accepts a bank promissory note as customer payment. The notes may be presented for payment at maturity, which is less than one year.

The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company determines the allowance based on historical write-off experience, customer-specific facts and economic conditions. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

As of September 30, 2017March 31, 2019 and December 31, 2016,2018, Accounts receivable consisted of the following:

(in thousands)

September 30,

2017

December 31,

2016

March 31,

2019

December 31,

2018

Trade and other accounts receivable$157,171 $146,460 $223,717$211,244
Bank promissory notes19,525 15,759 18,33219,269
Revenue in excess of progress billings30,957 15,926 
Allowance for doubtful accounts(7,715)(6,952)  (7,922)  (7,337)
Total accounts receivable$199,938 $171,193 
Accounts receivable, net$234,127$223,176

 

In connection with certain sales in Asia, the Company accepts a bank promissory note as customer payment. The notes may be presented for payment at maturity, which is less than one year.

The Company also has ContractNoncurrent receivables in the AEC segment that represent revenue earned which has extended payment terms. The ContractNoncurrent receivables will be invoiced to the customer, with 2% interest, over a 10-year period starting in 2020.

22

As of September 30, 2017March 31, 2019 and December 31, 2016, Contract2018, Noncurrent receivables consisted of the following:

 
(in thousands)

September 30,

2017

December 31,

2016

March 31,

2019

December 31,

2018

Contract receivable$29,688$14,045
Noncurrent receivables$45,354$45,061

 

12. Contract Assets and Liabilities

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

Contract assets and Contract liabilities are reported on the Consolidated Balance Sheets in a net position on a contract-by-contract basis at the end of each reporting period. As of March 31, 2019 and December 31, 2018 Contract assets and contract liabilities consisted of the following:

(in thousands)  

March 31,

2019

December 31,

2018

Contract assets$57,869$57,447
Contract liabilities   9,865   9,025

Contract assets increased $0.4 million during the three month period ended March 31, 2019. The increase was primarily due to an increase in unbilled revenue related to the satisfaction of performance obligations, in excess of the amounts billed to customers. There were no impairment losses related to our Contract assets during the three month period ended March 31, 2019.

Contract liabilities increased $0.8 million during the three month period ended March 31, 2019, primarily due to increased billings in excess of revenue recognized. Revenue recognized for the three month period ended March 31, 2019, that was included in the Contract liability balance as of December 31, 2018 was $3.7 million, and included revenue in the MC and AEC segments.

13. Inventories

Costs included in inventories are raw materials, labor, supplies and allocable depreciation and overhead. Raw material inventories are valued on an average cost basis. Other inventory cost elements are valued at cost, using the first-in, first-out method. The Company writes down the inventories for estimated obsolescence, and to lower of cost or net realizable value based upon assumptions about future demand and market conditions. If actual demand or market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Once established, the original cost of the inventory less the related write-down represents the new cost basis of such inventories. The AEC segment has long-term contracts under which we incur engineering and development costs that are allocable to parts that will be delivered over multiple years. These costs are included in Work in process in the table below.

1723

As of September 30, 2017March 31, 2019 and December 31, 2016, inventories2018, Inventories consisted of the following:

(in thousands)  September 30,  
2017
December 31,
2016
Raw materials$45,142$37,691
Work in process                 83,129                 58,715
Finished goods                 28,872                 37,500
Total inventories$157,143$133,906

(in thousands)  March 31,
2019
December 31,
2018
Raw materials$47,820$40,489
Work in process  37,582   33,181
Finished goods  16,977  12,234
Total inventories$102,379$85,904

 

13.14. Goodwill and Other Intangible Assets

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

Our reportable segments are consistent with our operating segments.

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

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

In the second quarter of 2017,2018, the Company applied the qualitative assessment approach in performing its annual evaluation of goodwill and concluded that no impairment provision was required. There were no amounts at risk due to the large spread between the fair and carrying value,values, of each reporting unit.

In the third quarter, the Company decided to discontinue the Bear Claw® line of hydraulic fracturing components used in the oil and gas industry, which was part of the Harris aerostructures business acquired by AEC in 2016. This decision resulted in a non-cash write-off of intangibles for $4.1 million to restructuring expense, which is presented as other changes in the table below for intangible assets and goodwill as of September 30, 2017. The write-off represents the full carrying value of intangible assets associated with the Bear Claw® product line as, based upon anticipated cash flows and the Company’s plan to exit the business, we determined the product line to have no fair value as of September 30, 2017. Due to the decision to exit this product line, management performed an interim assessment of goodwill and concluded that no goodwill was allocable to the Bear Claw® product line, and no impairment provision was required.

1824

We are continuing to amortize certain patents, trade names, customer relationships, customer contracts and technology assets that have finite lives. The gross carrying value, accumulated amortization and net values of intangible assets and goodwill as of March 31, 2019 and December 31, 2016 to September 30, 2017,2018, were as follows:

 

As of September 30, 2017

(in thousands)

 Weighted average amortization life in yearsGross carrying amountAccumulated amortizationNet carrying amount
As of March 31, 2019
(in thousands)
Weighted average
amortization life in
years
Gross
carrying
amount
Accumulated
amortization
Net carrying
amount
      
Amortized intangible assets:    
AEC trade names15$43$27 $1615$140($131)$9
AEC technology15228142 8615370(321)49
Customer relationships15           48,5284,956 43,57215  48,421(9,690)38,731
Customer contracts6              18,2115,114 13,0976  17,471(8,743)8,728
Other intangibles5                  742516 2265   322(193)129
Total amortized intangible assets $67,752$10,755 $56,997
Net amortized intangible assets $66,724($19,078)$47,646
                    
Unamortized intangible assets:    
MC Goodwill $70,280 $- $70,280 $67,708 $-$67,708
AEC Goodwill            95,730                                       -                    95,730   95,730   -  95,730
Total unamortized intangible assets: $166,010 $- $166,010 $163,438 $-$163,438

 

As of December 31, 2016
(in thousands)
Weighted average amortization life in yearsGross carrying amountAccumulated amortizationNet carrying amount
As of December 31, 2018
(in thousands)
Weighted average
amortization life
in years
Gross
carrying
amount
Accumulated
amortization
Net carrying
amount
      
Amortized intangible assets:    
AEC trade names15$43$23 $2015$140($129)$11
AEC technology15228124 10415370(314)    56
Customer relationships15           49,4902,481                    47,00915  48,421(8,883)   39,538
Customer contracts6           20,4202,561                     17,8596  17,471(8,015)  9,456
Other intangibles5               1,720258                        1,4625  322(177)   145
Total amortized intangible assets $71,901$5,447 $66,454
Net amortized intangible assets $66,724($17,518)$49,206
                    
Unamortized intangible assets:    
MC Goodwill $64,645 $- $64,645 $68,652 $-$68,652
AEC Goodwill            95,730                                        -                    95,730   95,730  -   95,730
Total unamortized intangible assets: $160,375 $- $160,375 $164,382 $-$164,382

25

The changes in intangible assets, net and goodwill from December 31, 20162018 to September 30, 2017,March 31, 2019, were as follows:

 

(in thousands)December 31,
2016
AmortizationOther
Changes
Currency TranslationSeptember 30,
2017
           
Amortized intangible assets:          
AEC trade names$20 $(4)$- $- $16 
AEC technology104 (18)0 - 86 
Customer relationships47,009 (2,475)(962)- 43,572 
Customer contracts17,859 (2,553)(2,209)- 13,097 
Other intangibles1,462 (258)(978)- 226 
Total amortized intangible assets$66,454 ($5,308)($4,149)$- $56,997 
           
Unamortized intangible assets:          
MC Goodwill$64,645 $-   $5,635 $70,280 
AEC Goodwill95,730 -   - 95,730 
Total unamortized intangible assets:$160,375 $- $- $5,635 $166,010 

(in thousands)December 31,
2018
AmortizationCurrency
Translation
March 31,2019
     
Amortized intangible assets:    
AEC trade names$11($2) $-$9
AEC technology56(7)  -49
Customer relationships  39,538(807)  -38,731
Customer contracts  9,456(728)  -8,728
Other intangibles   145(16)  -129
Net amortized intangible assets$49,206($1,560) $-$47,646
         
Unamortized intangible assets:    
MC Goodwill$68,652 $-($944)$67,708
AEC Goodwill  95,730   -  -95,730
Total unamortized intangible assets:$164,382 $-($944)$163,438
     

Estimated amortization expense of intangibles for the years ending December 31, 20172019 through 2021,2023, is as follows:

 Annual amortization
Year(in thousands)
2017 $6,865
2018                             6,232
2019                             6,232
2020                             6,232
2021                             6,162

20

 Annual amortization
Year(in thousands)
2019$6,234
2020  6,234
2021   6,163
2022  3,949
2023  3,228
  

 

14.15. Financial Instruments

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

(in thousands, except interest rates)September 30,
2017
December 31,
2016
     
Private placement with a fixed interest rate of 6.84%, final payment was made October 25, 2017$50,000 $50,000 
Revolving credit agreement with borrowings outstanding at an end of period interest rate of 2.74% in 2017 and 2.58% in 2016 (including the effect of interest rate hedging transactions, as described below), due in 2021440,000 418,000 
     
Obligation under capital lease, matures 202215,343 16,584 
     
Long-term debt505,343 484,584 
     
Less: current portion(51,765)(51,666)
     
Long-term debt, net of current portion$453,578 $432,918 

A note agreement and guaranty (“Prudential Agreement”) was originally entered into in October 2005 with the Prudential Insurance Company of America, and certain other purchasers, with interest at 6.84%. The final principal payment under the Prudential Agreement of $50.0 million was made on October 25, 2017. As of September 30, 2017, the fair value of this debt was $50.9 million.

(in thousands, except interest rates) March 31,
2019
December 31, 2018
    
Revolving credit agreement with borrowings outstanding at an end of period interest rate of 3.61% in 2019 and 3.69% in 2018 (including the effect of interest rate hedging transactions, as described below), due in 2022 $491,000 $499,000
    
Finance obligation -25,886
    
Other debt, at an average end of period rate of 5.50% in both 2019 and 2018, due in varying amounts through 20214145
    
Long-term debt 491,041524,931
    
Less: current portion (19)(1,224)
    
Long-term debt, net of current portion $491,022$523,707

 

On April 8, 2016,November 7, 2017, we entered into a $550$685 million unsecured Five-Year Revolving Credit Facility Agreement (the “Credit Agreement”) which amended and restated the prior $400$550 million Agreement, entered into on June 18, 2015April 8, 2016 (the “Prior Agreement”). Under the Credit Agreement, $440

26

$491 million of borrowings were outstanding as of September 30, 2017.March 31, 2019. The applicable interest rate for borrowings was LIBOR plus a spread, based on our leverage ratio at the time of borrowing. At the time of the last borrowing on September 25, 2017,March 18, 2019, the spread was 1.500%1.375%. The spread was based on a pricing grid, which ranged from 1.250% to 1.750%, based on our leverage ratio. Based on our maximum leverage ratio and our Consolidated EBITDA, and without modification to any other credit agreements, as of September 30, 2017,March 31, 2019, we would have been able to borrow an additional $110$194 million under the Agreement.

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

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

The Company hasDue to the implementation of ASC 842,Leases,on January 1, 2019, as further described in Note 3 the finance obligation that had a long-term capitalbalance of $25.9 million as of December 31, 2018, was eliminated and replaced with a finance lease obligation for real propertythat is included in Salt Lake City, Utah. The lease has an impliedOther noncurrent liabilities and Accrued liabilities.

On November 27, 2017, we terminated our interest rate swap agreements, originally entered into on May 9, 2016, that had effectively fixed the interest rate on $300 million of 5.0% and maturesrevolving credit borrowings, in 2022.

21

The following schedule presents future minimum annual lease payments under the capital lease obligationorder to enter into a new interest rate swap with a greater notional amount, and the present value ofsame maturity as the minimum lease payments, as of September 30, 2017.

Years ending December 31,(in thousands)
2017$606 
20182,473 
20192,473 
20202,520 
20212,520 
Thereafter7,373 
Total minimum lease payments17,965 
Less:  Amount representing interest(2,622)
   
Present value of minimum lease payments$15,343 

Credit Agreement. We received $6.3 million when the swap agreements were terminated and that payment will be amortized into interest expense through March 2021.

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

On May 9, 2016,November 28, 2017, we entered into interest rate hedgesswap agreements for the period May 16, 2016December 18, 2017 through March 16, 2021.October 17, 2022. These transactions have the effect of fixing the LIBOR portion of the effective interest rate (before addition of the spread) on $300$350 million of indebtedness drawn under the Credit Agreement at the rate of 1.245%2.11% during the period. Under the terms of these transactions, we pay the fixed rate of 1.245%2.11% and the counterparties pay a floating rate based on the one-month LIBOR rate at each monthly calculation date, which on SeptemberMarch 18, 20172019 was 1.245%2.49%, plus the applicable spread, during the swap period. On SeptemberMarch 18, 2017,2019, the all-in-rate on the $300$350 million of debt was 2.745%3.61%.

These interest rate swaps are accounted for as a hedge of future cash flows, as further described in Note 15 of the Notes to Consolidated Financial Statements.16. No cash collateral was received or pledged in relation to the swap agreements.

Under the Credit Agreement, and Prudential Agreement, we are currently required to maintain a leverage ratio (as defined in the agreements)agreement) of not greater than 3.75 to 1.00 for each fiscal quarter ending prior to (but not including) September 30, 2019, and 3.50 to 1.00 for each fiscal quarter ending on or after September 30, 2019, and minimum interest coverage (as defined) of 3.00 to 1.00.

As of September 30, 2017,March 31, 2019, our leverage ratio was 2.551.79 to 1.00 and our interest coverage ratio was 9.3812.08 to 1.00. We may purchase our Common Stock or pay dividends to the extent our leverage ratio remains at or below 3.50 to 1.00, and may make acquisitions with cash provided our leverage ratio woulddoes not exceed 3.50 to 1.00 after giving pro forma effect to any such acquisition.the limits noted above.

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

We were in compliance with all debt covenants as of September 30, 2017.March 31, 2019.

15.16. Fair-Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting principles establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable

22

inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Level 3 inputs are unobservable data points for the asset or liability, and include situations in which there is little, if any, market activity for the asset or liability. We had no Level 3 financial assets or liabilities at March 31, 2019, or at December 31, 2016 or September 30, 2017.2018.

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

 September 30, 2017December 31, 2016
 Quoted prices in active markets Significant other observable inputs Quoted prices in active markets Significant other observable inputs 
         
(in thousands)(Level 1) (Level 2) (Level 1) (Level 2) 
Fair Value        
Assets:        
   Cash equivalents$18,246 $- $8,468 $- 
   Other Assets:        
      Common stock of unaffiliated foreign public company880(a)- 762(a)- 
      Interest rate swaps- 5,293(b)- 5,784(c)
         

  March 31, 2019 December 31, 2018
  Quoted
prices in
active
markets
Significant
other
observable
inputs
Quoted
prices in
active
markets
Significant
other
observable
inputs
           
(in thousands) (Level 1)(Level 2) (Level 1)(Level 2)
Fair Value          
Assets:          
Cash equivalents  $13,897  $-   $14,234  $- 
Other Assets:          
Common stock of unaffiliated foreign public company (a)    743     -      731     -   
Interest rate swaps     -      822(b)   -      4,548(c)
           
           
           
(a)Original cost basis $0.5 millionmillion.
(b)Net of $18.2$26.7 million receivable floating leg and $12.9$25.9 million liability fixed legleg.
(c)Net of $21.4$32.0 million receivable floating leg and $15.6$27.5 million liability fixed legleg.

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

The common stock of the unaffiliated foreign public company is traded in an active market exchange. The shares are measured at fair value using closing stock prices and are recorded in the Consolidated Balance Sheets as Other assets. The securities are classified as available for sale, and as a result any unrealized gain or loss is recordedChanges in the Shareholders’ Equity sectionfair value of the Consolidated Balance Sheets rather thaninvestment are reported in the Consolidated Statements of Income. When the security is sold or impaired, gains and losses are reported on the Consolidated Statements of Income. Investments are considered to be impaired when a decline in fair value is judged to be other than temporary.

We operate our business in many regions of the world, and currency rate movements can have a significant effect on operating results. Foreign currency instruments are entered into periodically, and consist of foreign currency option contracts and forward contracts that are valued using quoted prices in active markets obtained from independent pricing sources. These instruments are measured using market foreign exchange prices and are recorded in the Consolidated Balance

28

Sheets as Other current assets and Accounts payable, as applicable. Changes in fair value of these instruments are recorded as gains or losses within Other expense/(income)/expense, net.

When exercised, the foreign currency instruments are net settled with the same financial institution that bought or sold them. For all positions, whether options or forward contracts, there is risk from the possible inability of the financial institution to meet the terms of the contracts and the risk of

23

unfavorable changes in interest and currency rates, which may reduce the value of the instruments. We seek to controlmitigate risk by evaluating the creditworthiness of counterparties and by monitoring the currency exchange and interest rate markets while reviewing the hedging risks and contracts to ensure compliance with our internal guidelines and policies.

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

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

The interest rate swaps are accounted for as hedges of future cash flows. The fair value of our interest rate swaps are derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve, and is included in Other assets and/or Other noncurrent liabilities in the Consolidated Balance Sheets. Unrealized gains and losses on the swaps flow through the caption Derivative valuation adjustment in the Shareholders’ equity section of the Consolidated Balance Sheets, to the extent that the hedges are highly effective.Sheets. As of September 30, 2017,March 31, 2019, these interest rate swaps were determined to be highly effective hedges of interest rate cash flow risk. Any gains and losses related to the ineffective portion of the hedges will be recognized in the current period in earnings. Amounts accumulated in Other comprehensive income are reclassified as Interest expense, net when the related interest payments (that is, the hedged forecasted transactions), and amortization related to the swap buyouts, affect earnings. Interest expense related to payments under the current swapsactive swap agreements totaled $0.6($0.3) million for the ninethree month period ended September 30, 2017March 31, 2019, and $1.2$0.5 million for the ninethree month period ended September 30, 2016.March 31, 2018. Additionally, non-cash interest expenseincome related to the amortization of swap buyouts totaled $0.6$0.1 million for the ninethree month period ended September 30, 2017March 31, 2019 and $0.5$0.2 million offor the ninethree month period ended September 30, 2016.March 31, 2018.

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

 

Three months ended
September 30,
Nine months ended
September 30,
Three months
ended  March 31,
(in thousands)201720162017201620192018
      
Derivatives not designated as hedging instrumentsDerivatives not designated as hedging instruments  
Foreign currency options (losses)/gains($2)($218)($131)$237
Foreign currency options (losses) $ -  ($37)

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16.17. Contingencies

Asbestos Litigation

Albany International Corp. is a defendant in suits brought in various courts in the United States by plaintiffs who allege that they have suffered personal injury as a result of exposure to

24

asbestos-containing paper machine clothing synthetic dryer fabrics marketed during the period from 1967 to 1976 and used in certain paper mills.

We were defending 3,7273,688 claims as of September 30, 2017.March 31, 2019.

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

Year ended December 31,Opening Number of ClaimsClaims Dismissed,Settled, or ResolvedNew ClaimsClosing Number of ClaimsAmounts Paid (thousands) to Settle or ResolveOpening Number
of Claims
Claims
Dismissed, Settled,
or Resolved
New ClaimsClosing Number
of Claims
Amounts Paid
(thousands) to
Settle or Resolve
2012          4,446             90             107          4,463 $530
2013          4,463            230              66          4,299              78
2014          4,299            625             147          3,821             437  4,299  625   147  3,821   $437
2015          3,821            116              86          3,791             164  3,821  116  86  3,791   164
2016          3,791            148             102          3,745             758  3,791  148   102  3,745   758
2017 (as of September 30)          3,745             75              57          3,727 $10
2017  3,745   105  90  3,73055
2018  3,730   152  106  3,684100
2019 (as of March 31)3,68413173,688$-

 

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

While we believe we have meritorious defenses to these claims, we have settled certain claims for amounts we consider reasonable given the facts and circumstances of each case. Our insurance carrier has defended each case and funded settlements under a standard reservation of rights. As of September 30, 2017March 31, 2019 we had resolved, by means of settlement or dismissal, 37,56437,759 claims. The total cost of resolving all claims was $10.2$10.3 million. Of this amount, almost 100% was paid by our insurance carrier, who has confirmed that we have approximately $140 million of remaining coverage under primary and excess policies that should be available with respect to current and future asbestos claims.

The Company’s subsidiary, Brandon Drying Fabrics, Inc. (“Brandon”), is also a separate defendant in many of the asbestos cases in which Albany is named as a defendant, despite never having manufactured any fabrics containing asbestos. While Brandon was defending against 7,7067,709 claims as of September 30, 2017,March 31, 2019, only eighteleven claims have been filed against Brandon since January 1, 2012, and no settlement costs have been incurred since 2001. Brandon was acquired by the Company in 1999, and has its own insurance policies covering periods prior to 1999. Since 2004, Brandon’s insurance carriers have covered 100% of indemnification and defense costs, subject to policy limits and a standard reservation of rights.

In some of these asbestos cases, the Company is named both as a direct defendant and as the “successor in interest” to Mount Vernon Mills (“Mount Vernon”). We acquired certain assets from Mount Vernon in 1993. Certain plaintiffs allege injury caused by asbestos-containing products alleged

30

to have been sold by Mount Vernon many years prior to this acquisition. Mount Vernon is contractually obligated to indemnify the Company against any liability arising out of such products. We deny any liability for products sold by Mount Vernon prior to the acquisition of the Mount Vernon assets. Pursuant to its contractual indemnification obligations, Mount Vernon has assumed the defense of these claims. On this basis, we have successfully moved for dismissal in a number of actions.

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

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17.18. Changes in Shareholders’ Equity

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

 

(in thousands)

Common Stock Class A and B

Additional paid in capitalRetained earningsAccumulated items of other comprehensive income/(loss)Treasury stockNoncontrolling InterestTotal Equity
December 31, 2016$40 $425,953 $522,855 ($184,189)($257,136)$3,767 $511,290 
(in thousands, except per share amounts)

Common
Stock
Class

A and B

Additional
paid in
capital
Retained
earnings
Accumulated
items of other
comprehensive
income/(loss)
Treasury
stock
Noncontrolling
Interest
Total
Equity
December 31, 2018$40$430,555$589,645($158,388)($256,603)$3,031$608,280
Adoption of accounting standards (a)    -  35    -     -    -   35
Net income- - 27,225 - - 202 27,427     -   29,190    -     -    218    29,408
Compensation and benefits paid or payable in shares- 1,604 - - 260 - 1,864     -    (547)   -    -     -    -   (547)
Options exercised- 531 - - - - 531     -    44   -    -     -    -   44
Dividends declared- - (16,410)- - - (16,410)
Dividends declared: 
Class A Common Stock, $0.18 per share    -   (5,813)    -     -    -    (5,813)
Class B Common Stock, $0.18 per share    -   -    -     -    -
Cumulative translation adjustments- - - 40,775 - 19 40,794     -   -    (654)     -    (8)   (662)
Pension and postretirement liability adjustments- - - (929)- - (929)    -   -    (1,487)     -    -    (1,487)
Derivative valuation adjustment- - - 89 - - 89     -   -    (2,851)     -    -    (2,851)
September 30, 2017$40 $428,088 $533,670 ($144,254)($256,876)$3,988 $564,656 
March 31, 2019$40$430,052$613,057($163,380)($256,603)$3,241$626,407

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The following table summarizes changes in Shareholders’ Equity for the period December 31, 2017 to March 31, 2018:

(in thousands, except per share amounts)

Common
Stock
Class

A and B

Additional
paid in
capital
Retained
earnings
Accumulated
items of other
comprehensive
income/(loss)
Treasury
stock
Noncontrolling
Interest
Total
Equity
December 31, 2017$40$428,423$534,082($135,901)($256,876)$3,247$573,015
Adoption of accounting standards (b),(c)   -   -  (5,068)    -    -    (327)   (5,395)
Net income   -   -    7,662    -    -   237    7,899
Compensation and benefits paid or payable in shares   -   289    -    -    -      -   289
Options exercised   -   147    -    -    -      -   147
Dividends declared:       
Class A Common Stock, $0.17 per share   -   -  (5,483)    -    -      -   (5,483)
Class B Common Stock, $0.17 per share   -   -    -    -    -      -    -
Cumulative translation adjustments   -   -    -    17,646    -    (7)   17,639
Pension and postretirement liability adjustments   -   -    -    (13)    -      -   (13)
Derivative valuation adjustment   -   -    -   4,480    -      -    4,480
March 31, 2018$40$428,859$531,193($113,788)($256,876)$3,150$592,578

(a)As described in Note 3, the Company adopted ASC 842,Leases effective January 1, 2019, which resulted in an increase to Retained earnings of less than $0.1 million.
(b)The Company adopted ASC 606 effective January 1, 2018, which resulted in a decrease to Retained earnings of $5.6 million and a $0.3 million decrease to Noncontrolling interest.
(c)The Company adopted ASU 2016-16 effective January 1, 2018, which resulted in a $0.5 million increase to Retained earnings.

 

18.19. Recent Accounting Pronouncements

 

In May 2014, an accounting update was issued that replaces the existing revenue recognition framework regarding contracts with customers. We will adopt the standard on January 1, 2018 using the cumulative effect method for transitioning to the new standard. In our Machine Clothing segment, we currently record revenue for the sale of a product when persuasive evidence of an arrangement exists, delivery has occurred, title has been transferred, the selling price is fixed, and collectability is reasonably assured. In this segment, we often have contracts with customers whereby the Company satisfies its performance obligation related to the manufacture and delivery of a product before title has transferred to the customer. Under the new accounting standard, this will result in earlier recognition of revenue associated with these contracts. The selling price of products may include a performance obligation to provide certain support services for no additional cost. When we adopt the new standard, it is probable that, for some of these arrangements, we will need to allocate a portion of the associated revenue to such services. We currently estimate less than 5% of revenue will be allocated to such services. While we currently expect that the timing of revenue recognition and the line-item description of Machine Clothing revenue will be affected by the new standard, we do not expect a significant effect in total annual Machine Clothing revenue. We are continuing to assess the effect that the new revenue recognition will have on the Albany Engineered Composites (AEC) segment. One change that we anticipate is that we currently use the units-of-delivery method for some long-term contracts, which is considered an output method. Under the new standard, we expect that revenue for these contracts will be recognized over time using an input method as the measure of progress, which is expected to result in earlier recognition of revenue. We are currently unable to determine the full effect that the new standard will have on our financial statements. We are also currently unable to quantify the cumulative effect of adopting the new standard. The new standard will also require some additional footnote disclosures, including footnote disclosure of 2018 results under the current standard.

In JanuaryJune 2016, an accounting update was issued which requireschanges the way entities recognize impairment of many financial assets by requiring immediate recognition of credit losses expected to present separately in Other comprehensive incomeoccur over their remaining life. We are continuing to evaluate the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk if the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. This accounting

26

update is effective for reporting periods beginning after December 15, 2017. We have not determined theexpected impact of this update on our consolidated financial statements.statements and related disclosures. We will adopt the new standard effective January 1, 2020.

In February 2016,August 2018, an accounting update was issued which requires lesseesaims to recognize most leases onimprove the balance sheet. The update may significantly increase reportedoverall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies when preparing defined benefit plan disclosures. We do not expect a significant impact to our consolidated assets and liabilities. This accounting update isliabilities, net earnings, or cash flows as a result of adopting this new standard. We plan to adopt the new standard effective for reporting periods beginning after December 15, 2018. We have not determined the impact of this update on our financial statements.January 1, 2020.

In March 2016,August 2018, an accounting update was issued which simplifies several aspects relatedaims to improve the accounting for share-based payment transactions, includingoverall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies when preparing fair value measurement disclosures. We are currently evaluating the income tax consequences, statutory tax withholding requirements, and classificationimpact of excess tax benefits and cash paid to a tax authority in lieu of share issuances to employees onthis update. We will adopt the statements of cash flows. The update also affects presentation in the Statements of Cash Flows of income tax effects of shares withheld for incentive compensation, and the exercise of stock options. We adopted this accounting update onnew standard effective January 1, 2017 and it had an insignificant effect on income tax expense. The updates affecting the Statements of Cash Flows have been applied retrospectively as follows:2020.

-As a result of the change affecting cash payments of taxes in lieu of share issuance, operating cash flows for the nine month period ending September 30, 2016 were increased $1.3 million and financing cash flows were decreased by the same amount.
-As a result of the change affecting classification of excess tax benefits, operating cash flows for the nine month period ending September 30, 2016 cash flows were increased $0.1 million and financing cash flows were decreased by the same amount.

In October 2016,November 2018, an accounting update was issued which modifies the recognition of income tax effects on intracompany transfers of assets, other than inventory. This accounting update is effective for reporting periods beginning after December 15, 2017. We have not determined the effect of this update on our financial statements.

In November 2016, an accounting update was issued which provides clarification of how changes in restricted cash should be reportedclarifies when transactions between collaborative arrangement participants are in the statementscope of cash flows. This accountingASC 606. The update is effective for reporting periods beginning after December 15, 2017. We do not expect this update to have a material impactalso provides some guidance on our financial statements.

In January 2017, an accounting update was issued which provides the definition of a business for the purposes of business combination accounting. This accounting update is effective for reporting periods beginning after December 15, 2017 and is to be applied prospectively. Accordingly, there will be no effect on prior business combinations. We have not determined the impact of the update due to the absencepresentation of transactions that would be impacted.

In January 2017, an accounting update was issued which simplifies the process for determining the amount of goodwill impairment. We adopted this standard as of January 1, 2017 and it did not have any effect on the conclusions reached in our periodic goodwill impairment assessment.

In March 2017, an accounting update was issued which requires that service cost for defined benefit pension and postretirement plans be reported in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. Additionally, the other componentsscope of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. This accounting update is effective for reporting periods beginning after December 15, 2017. We expect that the principal effect of adopting this standard will be to reclassify a portion of our pension and postretirement costs to Other expense/(income).

27

In May 2017, an accounting update was issued to provide clarity as to when a company must account for changes to stock-based compensation programs as award modifications. Award modifications require an update to the value of the award, resulting in an adjustment to compensation expense. We have not made changes to awards in recent years that would be affected by this update, but such changes are possible in future periods.ASC 606. We are currently evaluating the potential impact of this update. The update isWe will adopt the new standard effective for periods beginning after December 15, 2017.

In August 2017, an accounting update was issued which simplifies the application of hedge accounting to better align the financial reporting of hedging relationships with a company’s risk management activities. We are currently evaluating the potential impact of this update, which must be adopted by January 1, 2019, but may be adopted early.

2020.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations and financial condition of the Company. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes.

 

Forward-looking statements

This quarterly report and the documents incorporated or deemed to be incorporated by reference in this quarterly report contain statements concerning our future results and performance and other matters that are “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “anticipate,“project,”may,” “plan,” “project,”look for,” “will,” “should” and variations of such words or similar expressions are intended, butidentify forward-looking statements, which generally are not the exclusive means, to identify forward-looking statements.historical in nature. Because forward-looking statements are subject to certain risks and uncertainties, (including, without limitation, those set forth in the Company’s most recent Annual Report on Form 10-K or prior Quarterly Reports on Form 10-Q) actual results may differ materially from those expressed or implied by thesuch forward-looking statements.

There are a number of risks, uncertainties, and other important factors that could cause actual results to differ materially from the forward-looking statements, including, but not limited to:

·Conditions in the industries in which our Machine Clothing and Albany Engineered Composites segments compete, along with the general risks associated with macroeconomic conditions;
·In the Machine Clothing segment, declines in demand for paper in certain regions and market segments that continues at a rate that is greater than anticipated anddeclines in the demand for publication grades of paper, or lower than anticipated growth in demand in other segments or regions that is lower or slower than anticipated;paper grades;
·In the Albany Engineered Composites segment, unanticipated reductions in demand, delays, technical difficulties or cancellations in aerospace programs that are expected to drive growth;
·Failure to achieve or maintain anticipated profitable growth in our Albany Engineered Composites segment;
·Other risks and conditions in the industries in which our Machine Clothing and Albany Engineered Composites segments compete, along with general risks associated with macroeconomic conditions; and
·Other risks and uncertainties detailed in this report.

Further information concerning important factors that could cause actual events or results to be materially different from the forward-looking statements can be found in “Business Environment Overview and Trends” sections of this quarterly report, as well as in the “RiskItem 1A-“Risk Factors” section of our most recent Annual Report on Form 10-K. Statements expressing our assessments of the growth potential of the Albany Engineered Composites segment are not intended as forecasts of actual future growth, and should not be relied on as such. While we believe such assessments to have a reasonable basis, such assessments are, by their nature, inherently uncertain. This report sets forth a number of assumptions regarding these assessments, including projected timing and volume of demand for

29

aircraft and for LEAP aircraft engines. Such assumptions could prove incorrect. Although we believe the expectations reflected in our other forward-looking statements are based on reasonable assumptions, it is not possible to foresee or identify all factors that could have a material and negative impact on our future performance. The forward-looking statements included or incorporated by reference in this report are made on the basis of our assumptions and analyses, as of the time the

33

statements are made, in light of our experience and perception of historical conditions, expected future developments, and other factors believed to be appropriate under the circumstances.

Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained or incorporated by reference in this report to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Business Environment Overview and Trends

 

Our reportable segments, Machine Clothing (MC) and Albany Engineered Composites (AEC), draw on the same advanced textiles and materials processing capabilities, and compete on the basis of proprietary, product-based advantage that is grounded in those core capabilities.

 

The MC segment is the Company’s long-established core business and primary generator of cash. While the paper and paperboard industry in our traditional geographic marketsit has suffered from well-documented declines in publication grades in the Company’s traditional markets, the paper and paperboard industry is still expected to grow slightly on a global basis, driven by demand for packaging and tissue grades, as well as the expansion of paper consumption and production in Asia and South America. We feel we are now well-positioned in thesekey markets, with high-quality, low-cost production in growth markets, substantially lower fixed costs in mature markets, and continued strength in new product development, field services,technical product support, and manufacturing technology. Because of pricing pressures and industry overcapacity, the machine clothing and paper industries will continue to face top line pressure. NonethelessDespite continued market pressure on revenue, the business hasretains the potential to generate consistentfor maintaining stable earnings and cash flow in the future. The businessIt has been a significant generator of cash, and we seek to maintain the cash-generating potential of this business by maintaining the low costs that we achieved through restructuring,continuous focus on cost reduction initiatives, and competing vigorously by using our differentiated products and servicestechnically superior products to reduce our customers’ total cost of operation and improve their paper quality.

The AEC segment provides significant growth potential for our Company both near and long term. Our strategy is to grow by focusing our proprietary 3D-woven technology, as well as our conventional non-3D technology capabilities, on high-value aerospace (both commercial and defensedefense) applications, while at the same time performing successfully on our portfolio of growth programs. AEC (including Albany Safran Composites, LLC (“ASC”)(ASC), in which our customer SAFRAN Group owns a 10 percent noncontrolling interest) supplies a number of customers in the aerospace industry. AEC’s largest aerospace customer is the SAFRAN Group and sales to SAFRAN, through ASC, (consisting primarily of fan blades and cases for CFM’s LEAP engine) accounted for approximately 11%19 percent of the Company’s consolidated net sales in 2016. Through2018. AEC, through ASC, AEC develops and sells 3D-woven composite aerospace components to SAFRAN, with the most significant program at present being the production of fan blades and other components for the LEAP engine. AEC (through ASC) also supplies 3D-woven composite fan cases for the GE9X engine. AEC’s current portfolio of non-3D-wovennon-3D programs includes components for the F-35, Joint Strike Fighter, fuselage components for the Boeing 787, components for the CH-53K helicopter, vacuum waste tanks for Boeing 7-Series aircraft, and missile bodies for Lockheed Martin’s JASSM air-to-surface missiles. AEC is actively engaged in research to develop new applications in theboth commercial and defense aircraft engine airframes, and automotiveairframe markets.

In 2018, approximately 25 percent of AEC sales were related to U.S. government contracts or programs.

3034

ConsolidatedResults of Operations

On April 8, 2016, the Company acquired the outstanding shares of Harris Corporation’s composite aerostructures business for cash of $187 million, plus the assumption of certain liabilities. The acquired entity is part of the AEC segment.

Since the acquisition occurred early in the second quarter of 2016, the Statement of Income for first nine months of 2016 does not include any operational results of the acquired entity for the first quarter of 2016. In order to assist with comparison of year to date results, the following table presents operational results of the acquired business for the first quarter of 2017:

(in thousands)

Three months ended

March 31, 2017

Net sales$20,200
Gross profit2,245
Selling, technical, general and research expenses3,172
Restructuring expense1,699
Operating loss(2,626)
Interest expense, net(332)
Loss before income taxes(2,958)

Net sales

The following table summarizes our Net sales by business segment:

 Three months ended
March 31,
(in thousands, except percentages)20192018% Change
Machine Clothing$144,334$141,7731.8%
Albany Engineered Composites  107,039  81,83030.8%
Total$251,373$223,60312.4%

 

The following table summarizes our netfirst-quarter 2019 Net sales, by business segment:excluding the impact of currency translation effects:

 

 Three months ended
September 30,
Nine months ended
September 30,
(in thousands, except percentages)20172016% Change20172016% Change
Machine Clothing$150,694$143,2485.2%$440,093$437,4450.6%
Albany Engineered Composites         71,447       48,02448.8%    196,896      129,34852.2%
Total$222,141$191,27216.1%$636,989$566,79312.4%

(in thousands, except percentages)Net sales as
reported,
Q1 2019
Decrease
due to
changes in
currency
translation
rates
Q1 2019
sales on
same basis
as Q1 2018
Net sales
as
reported,
Q1 2018
% Change
compared to Q1
2018, excluding
currency rate
effects
Machine Clothing$144,334$4,241$148,575$141,7734.8%
Albany Engineered Composites  107,039  1,887  108,926  81,83033.1%
Total$251,373$6,128$257,501$223,60315.2%

 

Three month comparison

·Changes in currency translation rates had the effect of increasing net sales by $2.3 million during the third quarter of 2017 as compared to 2016.
·Excluding the effect of changes in currency translation rates:
·Net sales increased 15.0% compared to the same period in 2016.
·Net sales in MC increased 4.0%.
·Net sales in AEC increased 47.8%.

31

·The increase in MC net sales was principally due to strong performance in the tissue, packaging and pulp grades, which more than offset continuing declines in the publication grades.
·AEC sales increased $23.4 million, principally due to growth in the LEAP, 787 fuselage frames and CH-53K programs.

Nine month comparison

 

·Changes in currency translation rates had the effect of decreasing net sales by $1.6$6.1 million during the first nine monthsquarter of 20172019, as compared to 2016.2018, principally due to the weakening of the euro and Chinese renminbi in the first quarter of 2019, compared to the first quarter of 2018.
·Excluding the effect of changes in currency translation rates:
·Net sales increased 12.7%15.2% compared to the same period in 2016.2018.
·Net sales in MC increased 0.9%.4.8% principally due to global growth in sales for tissue and packaging grades, and in the North America market across all major grades.
·Net sales in AEC increased 52.4%.
·MC net sales grew in the tissue, packaging and pulp grades, which more than offset continuing declines in the publication grades.
·AEC sales increased $67.5 million, principally due to the inclusion of nine months of results of the SLC business, and33.1% primarily driven by growth in the LEAP, 787 fuselage frames and CH-53K programs.programs.

35

Gross Profit

 

The following table summarizes grossGross profit by business segment:

 

 Three months ended
September 30,
Nine months ended
September 30,
(in thousands, except percentages)2017201620172016
Machine Clothing$73,028 $68,104 $213,081 $208,628 
Albany Engineered Composites6,638 4,556 5,872 15,329 
Corporate expenses(231)(240)(559)(721)
Total$79,435 $72,420 $218,394 $223,236 
% of Net sales35.8%37.9%34.3%39.4%

 Three months ended  
March 31,
(in thousands, except percentages)20192018
Machine Clothing$74,528$66,312
Albany Engineered Composites  17,243  11,524
Corporate expenses  -  (54)
Total$91,771$77,782
% of Net sales36.5%34.8%
   

 

Three month comparison

 

During the third quarter of 2017, the Company decided to discontinue the Bear Claw® line of hydraulic fracking components used in the oil and gas industry, which was part of the Harris aerostructures business acquired by AEC in 2016. This decision resulted in a $3.2 million charge to Cost of goods sold for the write-off of inventory.

The overall increase in 20172019 gross profit, as compared to the same period in 2016,2018, was principally due to the net effect of the following individually significant items:

·An increase in MC gross profit, principally due to higher sales and strongimproved labor productivity.

32

·AEC gross profit increased $2.1 million due to the net effect of the following:
·The 2017 write-off of Bear Claw® inventory which reduced gross profit by $3.2 million.
·An increase in net sales, as described above, and higher productivity.

Nine month comparison

The decrease in 2017 gross profit, as compared to the same period in 2016, was principally due to the net effect of the following individually significant items:

·A $4.5 million increase in MCAEC gross profit, principally due to higher sales, improved labor productivity, and strong productivity.
·AEC gross profit decreased $9.5 million due to the netfavorable effect of the following:
·In the second quarter of 2017, the Company recorded a charge to Cost of goods sold of $15.8 million associated with revisionschanges in the estimated profitability of two AEC contracts. The charge was principally due to second-quarter 2017 downward revisions of estimated customer demand for the components manufacturedlong-term contracts, which increased Gross profit by AEC related to the two contracts.
·The write-off of Bear Claw® inventory in the third quarter of 2017 for $3.2 million.
·Inclusion of nine months of results for the acquired SLC business (compared to six months for 2016), which generated $2.2$0.6 million of gross profit in the first quarter of 2017.2019, compared to a reduction of $0.7 million in 2018.

·An increaseChanges in net sales, as described above, and higher productivity.currency translation rates did not have a significant effect on gross profit in 2019.

Selling, Technical, General, and Research (STG&R)

 

Selling, Technical, General and Research (STG&R) expenses include; selling, general, administrative, technical and research expenses.

 

The following table summarizes STG&R expenses by business segment:

 

Three months ended
September 30,
Nine months ended
September 30,
Three months ended
March 31,
(in thousands, except percentages)201720162017201620192018
Machine Clothing$30,258 $28,276 $92,716 $90,125 $29,886$31,018
Albany Engineered Composites10,532 8,445 28,907 27,624   7,637  9,028
Corporate expenses10,839 10,553 32,964 32,888   13,671   12,159
Total$51,629 $47,274 $154,587 $150,637 $51,194$52,205
% of Net sales23.2%24.7%24.3%26.6%20.4%23.3%
 

 

Three month comparison

 

The increaseoverall decrease in STG&R expenses in 2017,the first quarter of 2019, compared to the same period in 2016,2018, was principally due to the net effect of the following individually significant items:

 

·In MC, revaluation of nonfunctional currency assets and liabilities and resulted in third-quarterfirst-quarter losses of $1.1$1.5 million in 2017,2018, while the effect in 2019 was nil.

36

·In AEC, lower compensation and $0.1 millionprofessional fees in 2016.2019, as compared to 2018.
·Changes in currency translation rates increased 2017 MCCorporate STG&R expenses by approximately $0.7 million.
·Research and development expenses in AEC increased third quarter 2017 STG&R expenses by $1.2 million.
·Adjustments to the SLC acquisition accounting that occurred in the fourth quarter of 2016 resulted in an increase in 2017 STG&R expenses of $0.5 million.

33

Nine month comparison

The increase in STG&R expenses in 2017, compared to the same period in 2016, was principally due to the net effect of the following individually significant items:

·In MC, revaluation of nonfunctional currency assets and liabilities resulted in losses of $4.4 million in 2017, and $1.6 million in 2016.
·STG&R expenses of the SLC business were $3.2 million in the first quarter of 2017. There were no STG&R expenses in the comparable period of 2016 due to the timing of the acquisition.CFO termination costs in 2019.
·AEC research and development expenses increased $1.4 million in 2017.
·2016 acquisition expenses were $5.4 million.

 

Research and Development

 

The following table is a subset of the STG&R expenses table above and summarizes expenses associated with internally funded research and development by business segment:

 

Three months ended
September 30,
Nine months ended
September 30,
Three months ended
March 31,
(in thousands)201720162017201620192018
Machine Clothing$4,229$3,937$13,273$12,695$4,422$4,418
Albany Engineered Composites        3,828        2,656        9,683          8,247  3,116   3,148
Total$8,057$6,593$22,956$20,942$7,538$7,566
 

Restructuring Expense

 

Restructuring ExpenseIn addition to the items discussed above affecting gross profit, and STG&R expenses, operating income was affected by restructuring costs of $0.5 million in the first three months of 2019, and $8.6 million for the same period in 2018.

 

The following table summarizes restructuring expenses by business segment:

 

Three months ended
September 30,
Nine months ended
September 30,
Three months ended
March 31,
(in thousands)201720162017201620192018
Machine Clothing$96 ($212)$1,012 $5,921 $401$8,352
Albany Engineered Composites5,407 640 9,208 1,787    83  221
Corporate expenses- (102)- (55)  -    -
Total$5,503 $326 $10,220 $7,653 $484$8,573
 

 

In 2018, the Company’s proposal to close its Machine Clothing production facility in Sélestat, France was approved by the French Labor Ministry. The restructuring program was driven by the Company’s need to balance manufacturing capacity with demand. In the first three months of 2018, we recorded restructuring expense of $8.1 million for severance and outplacement costs for the approximately 50 positions that will be terminated under this plan. Since 2017, we have recorded $12.1 million of restructuring charges related to this action. The Company continues to assess property, plant and equipment in that location to determine if equipment will be transferred to other facilities, or if the value of the assets can be recovered through a sale. Depending on the outcome of

37

that assessment, additional restructuring charges could be recorded in future periods. Annual cost savings associated with this action has resulted in lower cost of goods sold.

AEC incurred restructuring charges of $9.2 million ininclude expenses for the first ninethree months of 2017. In the third quarter of 2017, the Company decided to discontinue the Bear Claw® line of hydraulic fracturing components used in the oil2019 and gas industry, which led to non-cash restructuring charges totaling $4.5

34

million relating to the impairment of long-lived assets. Other restructuring charges in 2017 principally2018 related to work force reductions in AEC locations in Salt Lake City, Utah and Rochester, New Hampshire.

AEC restructuring expenses in 2016 were principally related to the consolidation of legacy programs into Boerne, Texas.

Machine Clothing restructuring costs for the first nine months of 2017 were principally related to additional costs for restructuring actions taken in 2016. Machine Clothing restructuring costs in 2016 were principally related to plant closure costs in Göppingen, Germany and the cessation of research and development activities at the production facility in Sélestat, France.

In October 2017, the Company announced the initiation of discussions with the local works council regarding a proposal to discontinue operations at its Machine Clothing production facility in Sélestat, France. The consultations are subject to applicable law and are ongoing. At this time, the Company has not recorded any restructuring charge related to this proposal.

For more information on our restructuring charges, see Note 5 to the Consolidated Financial Statements in Item 1, which is incorporated herein by reference.

Operating Income

The following table summarizes operating income/(loss) by business segment:

Three months ended

September 30,

Nine months ended

September 30,

Three months ended

March 31,

(in thousands)201720162017201620192018
Machine Clothing$42,674 $40,039 $119,352 $112,583 $44,243$26,942
Albany Engineered Composites(9,301)(4,529)(32,242)(14,083)   9,522  2,275
Corporate expenses(11,070)(10,690)(33,523)(33,554)  (13,672)  (12,213)
Total$22,303 $24,820 $53,587 $64,946 $40,093$17,004

 

Other Earnings Items

 

 Three months ended September 30,Nine months ended September 30,
(in thousands)2017201620172016
Interest expense, net$4,429 $3,681 $13,042 $9,610 
Other expense/(income), net(1,155)242 980 (2,103)
Income tax expense3,809 7,488 12,138 20,613 
Net income/(loss) attributable to the noncontrolling interest(49)340 202 (111)

 Three months ended
March 31,
(in thousands)20192018
Interest expense, net$4,417$4,288
Other (income)/expense, net  (1,208)   1,452
Income tax expense   7,476  3,365
Net income attributable to the noncontrolling interest  218  237

 

Interest Expense, net

 

Interest expense, net, increased $3.4 million in the first nine months of 20172019, principally due to borrowingsan increase in average debt outstanding. The higher debt balances related to fundfunding expansion of the 2016 acquisition, and the interest associated with the capital lease obligation assumed in the acquisition.AEC business. See the Capital Resources section for further discussion of borrowings and interest rates.

35

 

Other Expense/Income,(income)/expense, net

 

The changedecrease in Other expense/(income),/expense, net included the following individually significant items:

 

Three month comparison

 

·For the thirdfirst quarter of each year, foreignrevaluation of nonfunctional currency revaluations of cash and intercompany balances resulted in losses of $0.3 million in 2017, and gains of $0.3 million in 2016.
·In the third quarter of 2017, the Company recorded an insurance recoverya gain of $2.0 million related to the theft in Japan that was reported in the fourth quarter2019 and a loss of 2016.

Nine month comparison

·For the first nine months of each year, foreign currency revaluations of cash and intercompany balances resulted in losses of $2.3$0.7 million in 2017, and gains of $2.4 million in 2016.2018.

38

·In the third quarter of 2017, the Company recorded an insurance recovery gain of $2.0 million related to the theft in Japan that was reported in the fourth quarter of 2016.

Income Tax

 

The Company has operations which constitute a taxable presence in 18 countries outside of the United States. AllThe majority of these countries had income tax rates that were beloware above the United States’States federal tax rate of 35%21% during the periods reported. The jurisdictional location of earnings is a significant component of our effective tax rate each year. The rate impact of this component is influenced by the specific location of non-U.S. earnings and the level of our total earnings. From period to period, the jurisdictional mix of earnings can vary as a result of operating fluctuations in the normal course of business, as well as the extent and location of other income and expense items, such as pension settlement and restructuring charges.

 

Three month comparison

 

The Company’s effective tax raterates for the thirdfirst quarter of 20172019 and 20162018 were 20.0%20.3% and 35.8%29.9%, respectively. The tax rate is affected by recurring items, such as the income tax rate in the U.S. and in non-U.S. jurisdictions and the mix of income earned in those jurisdictions. The tax rate is also affected by U.S. tax costs on foreign earnings, that have been or will be repatriated to the U.S., and by discrete items that may occur in any given year but are not consistent from year to year.

Significant items that impacted the tax rate in the third quarter of 2017 included the following (percentages reflect the effect of each item as a percentage of Income before income taxes):

·The income tax rate on continuing operations, excluding discrete items, was 36.4%.
·A $0.1 million [-0.4%] tax benefit due to changes of uncertain tax positions.
·A $3.8 million [-19.9%] tax benefit related to the release of valuation allowances.
·A $0.8 million [3.9%] net tax expense related to a change in the estimated tax rate for the year.

Significant items that impacted the tax rate in the third quarter of 2016 included the following:

·The income tax rate on continuing operations, excluding discrete items, was 37.5%.

36

·A $0.4 million [-2.0%] net tax benefit related to a change in the estimated tax rate for the year.
·A $0.1 million [0.3%] net tax expense related to other discrete items.

Nine month comparison

The Company’s2019 effective tax rates for the first nine-month periods of 2017 and 2016 were 30.7% and 35.9% respectively. The tax rate is affected by recurring items, such as the income tax rate in the U.S. and in non-U.S. jurisdictions and the mix of income earned in those jurisdictions. The tax rate is also affected by U.S. tax costs on foreign earnings that have been or will be repatriated to the U.S., and discrete items that may occur in any year but are not consistent from year to year.

Significant items that impacted the 2017 tax rate included the following (percentages reflect the effect of each item as a percentage of income before income taxes):

·The income tax rate on continuing operations, excluding discrete items, was 36.4%29.4%.
·A $0.4$2.2 million [1.1%[-6.1%] tax expensebenefit due to changes of uncertain tax positions.
·A $1.3 million [-3.6%] tax benefit from an adjustment related to a prior period change in a valuation allowance.
·A $0.2 million [0.5%[0.6%] tax expense related tofor other tax adjustments.

Significant items that impacted the true-upfirst quarter of prior years’ estimated taxes.2018 tax rate included the following:

·A $1.0 million [2.4%] tax expense related to provisions for and settlements of income tax audits.
·A $3.8 million [-9.5%] tax benefit related to the release of valuation allowances.
·A $0.1 million [-0.2%] tax benefit related to the exercise of stock options.

Significant items that impacted the 2016 tax rate included the following (percentages reflect the effect of each item as a percentage of income excluding the building insurance gain and before income taxes):

·The income tax rate on continuing operations, excluding discrete items, was 37.5%32.5%.
·A $0.8$0.1 million [-1.4%[-1.1%] discrete income tax benefit related to provisions for and settlementsthe exercise of income tax audits.U.S. stock options.
·A $0.3$0.2 million [-0.4%[-1.5%] net tax benefit due to changes in/establishment of uncertain tax positions.
·A $0.1 million [0.2%] net tax expense related to other discrete items.

 

Segment Results of Operations

 

Machine Clothing Segment

Business Environment and Trends

MCMachine Clothing is our primary business segment and accounted for 77%57% of our consolidated revenues during the first ninethree months of 2017.2019. MC products are purchased primarily by manufacturers of paper and paperboard.

 

According to RISI, Inc., global production of paper and paperboard is expected to grow at an annual rate of approximately 2%1 percent over the next five years, driven primarily by secular demand increasesglobal growth in Asiapackaging and South America, with stabilizationtissue, which is expected to be greater than expected declines in the mature markets of Europe and North America.publication grades.

 

Shifting demand for paper, across different paper grades as well as across geographical regions, continues to driveWhile the elimination of papermaking capacity in areas with significant established capacity, primarilyMC business has suffered from well-documented declines in publication grades in the Company’s traditional markets, the paper and paperboard industry is still expected to grow slightly on a global basis, driven by demand for packaging and tissue grades. We feel we are now

39

well-positioned in these markets, with high-quality, low-cost production in growth markets, substantially lower fixed costs in mature markets, of Europe and North America. At the same time, the newest, most efficient machines are being installedcontinued strength in areas of growing demand,

37

including Asianew product development, technical product support, and South America generally, as well as tissue and towel paper grades in all regions.manufacturing technology. Recent technological advances in paper machine clothing, while contributing to the papermaking efficiency of customers, have lengthened the useful life of many of our products and had an adverse impact on overall paper machine clothing demand.

 

The Company’s manufacturing and product platforms position us well to meet these shifting demands across product grades and geographic regions. Our strategy for meeting these challenges continues to be to grow share in all markets, with new products and technology, and to maintain our manufacturing footprint to align with global demand, while we offset the effects of inflation through continuous productivity improvement.

 

We have incurred significant restructuring charges in recent periods as we reduced MC manufacturing capacity and administrative positions in the United States Germany, France, Canada, and Sweden.France.

 

MC Review of Operations

 

 Three months ended
September 30,
Nine months ended
September 30,
(in thousands, except percentages)2017201620172016
Net sales$150,694 $143,248 $440,093 437,445 
Gross profit73,028 68,104 213,081 208,628 
% of net sales48.5%47.5%48.4%47.7%
STG&R expenses30,258 28,276 92,716 90,125 
Operating income42,674 40,039 119,352 112,583 

 Three months ended
March 31,
(in thousands, except percentages)20192018
Net sales$144,334$141,773
Gross profit  74,528  66,312
% of Net sales51.6%46.8%
STG&R expenses  29,886  31,018
Operating income  44,243  26,942

 

Net Sales

 

Three month comparison

·Net sales increased by 5.2%.
·Changes in currency translation rates had the effect of increasing 2017 sales by $1.8 million. Excluding that effect, net sales increased 4.0%.
·The increase in MC net sales was principally due to strong performance in the tissue, packaging and pulp grades, which more than offset continuing declines in the publication grades.

 

Nine month comparison

·Net salessale’s increased by 0.6%1.8%.
·Changes in currency translation rates had the effect of decreasing 2017first-quarter 2019 sales by $1.3 million. Excluding that$4.2 million compared to the same period in 2018. That currency translation effect net sales increased 0.9%.was principally due to the weakening of the euro and Chinese renminbi in the first quarter of 2019, compared to the first quarter of 2018.

·The increaseExcluding the effect of changes in currency translation rates, Net sales in MC net sales wasincreased 4.8% principally due to strong performancegrowth in sales for the tissue and packaging grades, and in the tissue, packaging and pulp grades, which more than offset continuing declines in the publicationNorth America market across all major grades.

3840

Gross Profit

 

Three month comparison

 

·The increase in MC grossGross profit was principally due to higher sales and strongimproved labor productivity.

Nine month comparison

 

·The increaseChanges in MC grosscurrency translation rates did not have a significant effect on Gross profit was principally due to higher sales and strong productivity.for the first quarter of 2019.

 

Operating Income

 

Three month comparison

 

·The increase in operating income was principally due to higher gross profit, as described above.

Nine month comparisonThe increase in operating income was principally due to the net effect of the following individually significant items:

 

·The increase in operating income wasGross profit increased $8.2 million due to increased sales and improved labor productivity.

·STG&R expenses decreased $1.1 million principally due to higher gross profitrevaluation of nonfunctional currency assets and liabilities and resulted in 2017, and a $4.9first-quarter losses of $1.5 million reduction in restructuring expenses2018, while the effect in 2017.2019 was nil.

 

·Restructuring charges were $0.4 million in the first-quarter of 2019, compared to $8.4 million in the same period in 2018.

Albany Engineered Composites Segment

Business Environment and Trends

 

The Albany Engineered Composites (AEC)AEC segment, including Albany Safran Composites, LLC (ASC), in which our customer, the SAFRAN Group, owns a 10 percent noncontrolling interest, provides highly engineered advanced composite structures to customers primarily in the aerospace (both commercial and defense industries.defense) industry. AEC’s largest program relates to CFM International’s LEAP engine. AEC, through ASC, is the exclusive supplier of advanced composite fan blades and cases for this program under a long-term supply contract. LEAP engines are currently used on the Boeing 737 Max, Airbus A320neo and COMAC aircraft. Other significant AEC programs include components for the F-35, Joint Strike Fighter, fuselage frameframes for the Boeing 787, components for the Boeing 787,CH53-K helicopter, and the fan case for the GE9X engine. The AEC segment also includes

A number of countries, including theUnited States, have recently issued orders grounding Boeing 737 Max 8 and/or Max 9 aircraft. If these recentgroundings cause a decrease in demand for, or production of, this aircraft, it could have an adverse impact ondemand for LEAP engines, which could in turn have an adverse impact on demand for our LEAP engineparts. Based on recent communications by Boeing and the Company’s April 2016 acquisition of Harris Corporation’s composite aerostructures business for cash of $187 million, plus the assumption of certain liabilities.SAFRAN Group, we are currently not projecting any change to our production forecast.

41

AEC Review of Operations

 

 Three months ended
September 30,
Nine months ended
September 30,
(in thousands, except percentages)2017201620172016
Net sales$71,447 $48,024 $196,896 $129,348 
Gross profit/(loss)6,638 4,556 5,872 15,329 
% of net sales9.3%9.5%3.0%11.9%
STG&R expenses10,532 8,445 28,907 27,624 
Operating loss(9,301)(4,529)(32,242)(14,083)

39

 Three months ended
March 31,
(in thousands, except percentages)20192018
Net sales$107,039$81,830
Gross profit  17,243  11,524
% of Net sales16.1%14.1%
STG&R expenses   7,637  9,028
Operating income/(loss)9,5222,275

 

Net Sales

 

Three month comparison

 

·AEC sales increased $23.4 million, principally due to growth

The increase in the LEAP, 787 fuselage frames and CH-53K programs.

Nine month comparison

Net sales increased $67.5 million in 2017,was principally due to the net effect of the following individually significant items:

 

·The acquired business in Salt Lake City hadNet sales of $20.2 million in the first quarter of 2017.increased by 30.8%.
·The remainderExcluding the effect of the increase was principally due tochanges in currency translation rates, Net sales increased 33.1% primarily driven by growth in the LEAP 787 fuselage frames and CH-53K programs.

 

Gross Profit

 

Three month comparison

 

·AEC gross profit increased $2.1 million due to the net effect of the following:
·The 2017 write-off of Bear Claw® inventory which reduced gross profit by $3.2 million.
·An increase in net sales, as described above, and higher productivity.

Nine month comparison

·AEC gross profit decreased $9.5 million due to the net effect of the following:
·In the second quarter of 2017, the Company recorded a charge to Cost of goods sold of $15.8 million associated with revisions in the estimated profitability of two AEC contracts. The charge was principally due to second-quarter 2017 downward revisions of estimated customer demand for the components manufactured by AEC related to the two contracts.
·The write-off of Bear Claw ® inventory in the third quarter of 2017 for $3.2 million.
·Inclusion of nine months of results for the acquired SLC business (compared to six months for 2016), which generated $2.2 million of gross profit in the first quarter of 2017.
·An increase in net sales, as described above, and higher productivity.

The increase in gross profit of $5.7 million was principally due to the increase in Net sales, as described above, improved labor productivity, and the effect of changes in the estimated profitability of long-term contracts which increased Gross profit by $0.6 million in the first quarter of 2019, compared to a reduction of $0.7 million in 2018.

 

Long-term contracts

AEC has contracts with certain customers, including its contract for the LEAP program, where revenue is determined by cost, plus a defined profit margin.cost-plus fee agreement. Revenue earned under these arrangements accounted for approximately 43 and 4150 percent of segment revenue for each of the first ninethree months of 20172019 and 2016, respectively.2018.

 

In addition, AEC has long-term contracts in which the total contractselling price is fixed. In accounting for those contracts, we estimate the profit margin expected at the completion of the contract and recognize a pro-rata share of that profit during the course of the contract using a cost-to-cost or units of delivery approach. Changes in estimated contract profitability will affect revenue and gross profit when the change occurs, which could have a significant favorable or unfavorable effect on revenue and gross profit in any reporting period.

 

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In the second quarterChanges in contract estimates resulted in an increase to gross profit of 2017, the Company recorded a charge of approximately $15.8 million associated with revisions in the estimated profitability of two AEC contracts. The charge was principally due to second-quarter 2017 downward revisions of estimated customer demand for the components manufactured by AEC related to the two contracts.

AEC has a contract for the manufacture of composite components for the Rolls-Royce BR 725 engine, which powers Gulfstream’s G-650 business jet. The contract obligates AEC to supply these components for the life of the BR 725 program. During the second quarter of 2017, the Company revised its estimate of the profitability of this contract and determined that a charge of $10.2 million should be recorded as a provision for anticipated losses through the end of the program. The charge is driven primarily by a reduction in the estimated future demand for these components. The Company previously recorded a charge of $14 million in the second quarter of 2015 for this program, including $11$0.6 million for the write-off of development costs for nonrecurring engineering and tooling, and $3 million for anticipated future losses.

AEC’s subsidiary, Albany Aerospace Composites LLC, has a contract for the manufacture of composite struts for the Airbus A380, under which it is obligated to supply composite wing box struts through 2020 and floor beam struts through 2023. During the secondfirst quarter of 2017, the Company revised its estimate of the profitability of this2019. Changes in other contract and determined that a charge of $5.6 million should be recorded as a provision for anticipated losses through contract completion. The revision is driven by a decrease in estimated demand for these components during the contract term, as well as by program inefficiencies.

Other than the charges noted above, changes in contract estimates increased gross profit by $0.3 million in the first nine monthsquarter of 2017, and decreased2018 resulted in a decrease to gross profit by $1.2 million for the same period of 2016.$0.7 million.

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The value of fixed price contracts increased significantly due to the acquisition. The table below provides a summary of long-term fixed price contracts that were in process at the end of each period.

   
(in thousands)

September 30,

2017

 

December 31,

2016

Revenue earned year-to-date on incomplete long-term contracts$76,671$77,190
   
Contracts in process as of period end:  
Total value of contracts                           562,487                       351,779
Revenue recognized to date                           131,707                         55,091
Revenue to be recognized in future periods                           430,780                       296,688

Operating LossIncome/(Loss)

 

Three month comparison

·The operating loss increased by $4.8 million, compared to the third quarter of 2016, principally due to a $4.8 million increase in restructuring charges, and the Bear Claw® inventory write-off of $3.2 million.

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·The effect of those charges was partially offset by higher sales and strong productivity, as described above.

 

Nine month comparisonThe increase in operating income of $7.3 million in the first quarter of 2019 was principally due to the net effect of the following individually significant items:

·The operating loss increased by $18.2A $5.7 million compared to the first nine months of 2016, principally due to the net effect of the following:increase in Gross profit, as described above.
·The $67.5A $1.4 million increasedecrease in net salesSTG&R expenses, due to lower compensation and professional fees in 2017.2019.
·The $15.8 million charge associated with the revision of contract estimates.
·An increase of $7.4 million in restructuring charges.
·The inventory write-off of $3.2 million for Bear Claw®.
·Operating expenses in 2016 included $5.4 million of acquisition expenses.

 

Liquidity and Capital Resources

 

Cash Flow Summary

 

Three months ended

March 31,

(in thousands)20192018
Net income$29,408$7,899
   Depreciation and amortization  17,956  20,948
   Changes in working capital (a)  (7,017)   (37,264)
   Changes in other noncurrent liabilities and deferred taxes  (2,744)  (2,405)
   Other operating items  (13,037)  (8,125)
Net cash provided by/(used in) operating activities  24,566  (18,947)
Net cash used in investing activities  (20,820)  (15,800)
Net cash used in financing activities  (15,139)  (2,458)
Effect of exchange rate changes on cash and cash equivalents  1,023  4,904
Decrease in cash and cash equivalents  (10,370)  (32,301)
Cash and cash equivalents at beginning of year  197,755   183,727
Cash and cash equivalents at end of period$187,385$151,426

 

 

Nine months ended

September 30,

(in thousands)20172016
Net income$27,427 $36,826 
Depreciation and amortization53,256 51,224 
Changes in working capital(54,390)(32,476)
Changes in other noncurrent liabilities and deferred taxes(13,142)(5,650)
Other operating items8,564 3,291 
Net cash provided by operating activities21,715 53,215 
Net cash used in investing activities(62,262)(231,869)
Net cash provided by financing activities3,395 184,982 
Effect of exchange rate changes on cash and cash equivalents8,875 4,729 
(Decrease)/increase in cash and cash equivalents(28,277)11,057 
Cash and cash equivalents at beginning of year181,742 185,113 
Cash and cash equivalents at end of period$153,465 $196,170 

(a)Includes Accounts receivable, Contract assets, Inventories, and Accounts payable.

 

Operating activities

 

Cash flow fromprovided by operating activities was $21.7$24.6 million for the first ninethree months of 2017, compared to $53.22019, cash flow used by operating activities was $18.9 million for the first three months of 2018. The net increase in cash provided by operating activities for the same period of 2016. The decrease in 20172019 was principally due to higher levelsincreased profitability in both MC and AEC, and improved management of Accounts receivable and Inventories in the AEC segment, reflecting growth in key programs. working capital that resulted from a number of improvement initiatives.

Cash paid for income taxes was $21.7$8.0 million and $18.2$8.2 million for the first ninethree months of 20172019 and 2016,2018, respectively.

At September 30, 2017,March 31, 2019, we had $153.5$187.4 million of cash and cash equivalents, of which $140.8$157.7 million was held by subsidiaries outside of the United States. The Company records the residual U.S. and foreign taxes on certain amounts of foreign earnings that have been targeted for repatriation to the U.S. These amounts are not considered to be permanently reinvested, and the Company accrued for the tax cost on these earnings to the extent they cannot be repatriated in a tax-free manner. At September 30, 2017, the Company calculated a deferred tax liability of $3.7 million on $62.8 million of non-U.S. earnings that have been targeted for future repatriation to the U.S. Our current plans do not anticipate that we will need funds generated from foreign operations to fund our domestic operations or satisfy debt obligations in the United States. In the event that such funds were to be needed to fund

42

operations in the U.S., and if associated accruals for U.S. tax have not already been provided, we would be required to accrue and pay additional U.S. taxes to repatriate these funds.

Investing and Financing Activities

 

Capital expenditures for the first ninethree months were $62.3$20.8 million in 20172019 and $51.3$15.8 million in 2016. The increase in 2017 was primarily related to the ramp in AEC programs.2018.

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On April 8, 2016, the Company acquired the outstanding shares of Harris Corporation’s composite aerostructures business for cash of $187 million, plus the assumption of certain liabilities. The Company funded the cash payable at closing by utilizing proceeds from a $550 million, unsecured credit facility agreement that was completed April 8, 2016.

Dividends have been declared each quarter since the fourth quarter of 2001. Decisions with respect to whether a dividend will be paid, and the amount of the dividend, are made by the Board of Directors each quarter. To the extent the Board declares cash dividends in the future, we expect to pay such dividends out of operating cash flows. Future cash dividends will also depend on debt covenants and on the Board’s assessment of our ability to generate sufficient cash flows.

 

Capital Resources

 

We finance our business activities primarily with cash generated from operations and borrowings, largely through our revolving credit agreement as discussed below. Our 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. Substantially all of our cash balance at September 30, 2017March 31, 2019 was held by non-U.S. subsidiaries. Based on cash on hand and credit facilities, we anticipate that the Company has sufficient capital resources to operate for the foreseeable future. We were in compliance with all debt covenants as of September 30, 2017.March 31, 2019.

On April 8, 2016,November 7, 2017, we entered into a $550$685 million unsecured Five-Year Revolving Credit Facility Agreement (the “Credit Agreement”) which amended and restated the Prior $400prior $550 million Agreement, entered into on June 18, 2015April 8, 2016 (the “Prior Agreement”). Under the Credit Agreement, $440$491 million of borrowings were outstanding as of September 30, 2017.March 31, 2019. The applicable interest rate for borrowings was LIBOR plus a spread, based on our leverage ratio at the time of borrowing. At the time of the last borrowing on September 25, 2017,March 18, 2019, the spread was 1.500%1.375%. The spread was based on a pricing grid, which ranged from 1.250% to 1.750%, based on our leverage ratio. Based on our maximum leverage ratio and our Consolidated EBITDA, and without modification to any other credit agreements, as of September 30, 2017,March 31, 2019, we would have been able to borrow an additional $110$194 million under the Agreement.

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

On May 9, 2016, we entered into interest rate hedges for the period May 16, 2016 through March 16, 2021. These transactions have the effect of fixing the LIBOR portion of the effective interest rate (before addition of the spread) on $300 million of indebtedness drawn under the Credit Agreement at the rate of 1.245% during the period. Under the terms of these transactions, we pay the fixed rate of 1.245% and the counterparties pay a floating rate based on the one-month LIBOR rate at each monthly

43

calculation date, which on September 18, 2017 was 1.245%, plus the applicable spread, during the swap period. On September 18, 2017, the all-in-rate on the $300 million of debt was 2.745%.

As of September 30, 2017, our leverage ratio was 2.55 to 1.00 and our interest coverage ratio was 9.38 to 1.00. We may purchase our Common Stock or pay dividends to the extent our leverage ratio remains at or below 3.50 to 1.00, and may make acquisitions with cash provided our leverage ratio would not exceed 3.50 to 1.00 after giving pro forma effect to any such acquisition.

For more information, see Note 1415 to the Consolidated Financial Statements in Item 1, which is incorporated herein by reference.

 

Off-Balance Sheet Arrangements

 

As of September 30, 2017,March 31, 2019, we have no off-balance sheet arrangements required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

 

Recent Accounting Pronouncements

 

The information set forth under Note 1819 contained in Item 1, “Notes to Consolidated Financial Statements”, which is incorporated herein by reference.

 

Non-GAAP Measures

 

This Form 10-Q contains certain non-GAAP metrics,measures, including: net sales, and percent change in net sales, excluding the impact of currency ratetranslation effects (for each segment and the Company ason a whole)consolidated basis); EBITDA and Adjusted EBITDA (for each segment and the Companyon a consolidated basis represented in dollars or as a whole)percentage of net sales); net debt;Net debt and net incomechanges in Net debt excluding reductions due to the effect of changes to the treatment of leases due to the adoption of ASC 842; and Adjusted earnings per share attributable to the Company, excluding adjustments.(or Adjusted EPS). Such items are provided because management believes that when reconciled from the GAAP items to which they relate, they provide additional useful information to investors regarding the Company’s operational performance.

44

Presenting Net sales and increases or decreases in Net sales, after currency effects are excluded, can give management and investors insight into underlying sales trends. Net sales, or percent changes in net sales, excluding currency rate effects, are calculated by converting amounts reported in local currencies into U.S. dollars at the exchange rate of a prior period. These amounts are then compared to the U.S. dollar amount as reported in the current period.

EBITDA, Adjusted EBITDA and Adjusted EPS are performance measures that relate to the Company’s continuing operations. EBITDA, or net income with interest, taxes, depreciation, and amortization added back, is a common indicator of financial performance used, among other things, to analyze and compare core profitability between companies and industries because it eliminates effects due to differences in financing, asset bases and taxes. The Company calculates EBITDA by removing the following from Net income: Interest expense net, Income tax expense, Depreciation and amortization. Adjusted EBITDA is calculated by: adding to EBITDA costs associated with restructuring, and inventory write-offs associated with discontinued businesses; charges and credits related to pension plan settlements; adding (or subtracting) revaluation losses (or gains); subtracting (or adding) gains (or losses) from the sale of buildings or investments; subtracting insurance recovery gains in excess of previously recorded losses; and subtracting (or adding) Income (or loss) attributable to the non-controlling interest in Albany Safran Composites (ASC). Adjusted EBITDA may also be presented as a percentage of net sales by dividing it by net sales. An understanding of the impact in a particular quarter of specific restructuring costs, acquisition expenses, currency revaluation, inventory write-offs associated with discontinued businesses, or other gains and losses, on net income (absolute as well as on a per-share basis), operating income or EBITDA can give management and investors additional insight into core financial performance, especially when compared to quarters in which such items had a greater or lesser effect, or no effect. Restructuring expenses in the MC segment, while frequent in recent years, are reflective of significant reductions in manufacturing capacity and associated headcount in response to shifting markets, and not of the profitability of the business going forward as restructured. Net debt is, in the opinion of the Company, helpful to investors wishing to understand what the Company’s debt position would be if all available cash were applied to pay down indebtedness. EBITDA, Adjusted EBITDA and net incomeearnings per share excluding adjustments, are performance measures that relate to the Company’s continuing operations.

Percent changes in net sales, excluding currency rate effects, are 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. The Company calculates EBITDA by removing the following from Net income: Interest expense net, Income tax

44

expense, Depreciation and amortization. Adjusted EBITDA is calculated by: adding to EBITDA costs associated with restructuring, inventory write-offs associated with discontinued businesses and pension settlement charges; adding (or subtracting) revaluation losses (or gains); subtracting (or adding) gains (or losses) from the sale of buildings or investments; subtracting insurance recovery gains in excess of previously recorded losses; subtracting (or adding) Income (or loss) attributable to the non-controlling interest in Albany Safran Composites (ASC); and adding expenses related to the Company’s acquisition of Harris Corporation’s composite aerostructures division. Adjusted EBITDA may also be presented as a percentage of net sales by dividing it by net sales. Net income per share attributable to the Company, excluding adjustments,(Adjusted EPS) is calculated by adding to (or subtracting from) net income attributable to the Company per share, on an after-tax basis: restructuring charges; charges and credits related to pension plan settlements and curtailments; inventory write-offs associated with discontinued businesses; discrete tax charges (or gains) and the effect of changes in the income tax rate; foreign currency revaluation losses (or gains); acquisition expenses; and losses (or gains) from the sale of investments.

 

EBITDA, Adjusted EBITDA, and net income per share attributable to the Company, excluding adjustments,Adjusted EPS, as defined by the Company, may not be similar to similarly named measures of other companies. Such measures are not considered measurements under GAAP, and should be considered in addition to, but not as substitutes for, the information contained in the Company’s statements of income.

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The following tables show the calculation of EBITDA and Adjusted EBITDA:

 

Three months ended March 31, 2019    
(in thousands)Machine ClothingAlbany Engineered CompositesCorporate expenses and otherTotal Company
Operating income/(loss) (GAAP)$44,243$9,522($13,672)$40,093
Interest, taxes, other income/(expense)   -    -    (10,685)  (10,685)
Net income/(loss) (GAAP)  44,243  9,522 (24,357)  29,408
Interest expense, net   -   -   4,417  4,417
Income tax expense   -   -  7,476  7,476
Depreciation and amortization expense   5,919  10,902  1,135  17,956
EBITDA (non-GAAP)50,16220,424(11,329)  59,257
Restructuring expenses, net   401  83    -  484
Foreign currency revaluation (gains)/losses   (32)   235  (2,036)  (1,833)
Pretax income attributable to the noncontrolling interest in ASC   -   (290)    -  (290)
Adjusted EBITDA (non-GAAP)$50,531$20,452($13,365)$57,618

Three months ended March 31, 2018    
(in thousands)Machine ClothingAlbany Engineered CompositesCorporate expenses and otherTotal Company
Operating income/(loss) (GAAP)$26,942$2,275($12,213)$17,004
Interest, taxes, other income/(expense)   -    -   (9,105)  (9,105)
Net income/(loss)  (GAAP)  26,942  2,275  (21,318)  7,899
Interest expense, net   -    -    4,288  4,288
Income tax expense   -    -    3,365  3,365
Depreciation and amortization expense  8,362    11,156  1,430  20,948
EBITDA (non-GAAP)35,30413,431(12,235)36,500
Restructuring expenses, net  8,352   221  -  8,573
Foreign currency revaluation (gains)/losses  1,517   186  687  2,390
Pretax income attributable to the noncontrolling interest in ASC   -   (343)  -   (343)
Adjusted EBITDA (non-GAAP)$45,173$13,495($11,548)$47,120

 

Three months ended September 30, 2017
(in thousands)Machine ClothingAlbany Engineered CompositesCorporate expenses and otherTotal Company
Operating income/(loss) (GAAP)$42,674 ($9,301)($11,070)$22,303 
Interest, taxes, other income/expense- - (7,083)(7,083)
Net income/(loss) (GAAP)42,674 (9,301)(18,153)15,220 
Interest expense, net- - 4,429 4,429 
Income tax expense- - 3,809 3,809 
Depreciation and amortization8,380 8,591 1,159 18,130 
EBITDA (non-GAAP)51,054 (710)(8,756)41,588 
Restructuring expenses, net96 5,407 - 5,503 
Foreign currency revaluation losses1,114 137 266 1,517 
Write-off of inventory in a discontinued product line- 3,155 - 3,155 
Pretax loss attributable to the noncontrolling interest in ASC- 136 - 136 
Adjusted EBITDA (non-GAAP)$52,264 $8,125 ($8,490)$51,899 

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Three months ended September 30, 2016
(in thousands)Machine ClothingAlbany Engineered CompositesCorporate expenses and otherTotal Company
Operating income/(loss) (GAAP)$40,039 ($4,529)($10,690)$24,820 
Interest, taxes, other income/expense- - (11,411)(11,411)
Net income/(loss)  (GAAP)40,039 (4,529)(22,101)13,409 
Interest expense, net- - 3,681 3,681 
Income tax expense- - 7,488 7,488 
Depreciation and amortization9,032 8,027 1,386 18,445 
EBITDA (non-GAAP)49,071 3,498 (9,546)43,023 
Restructuring expenses, net(212)640 (102)326 
Foreign currency revaluation (gains)/losses86 - (308)(222)
Pretax income attributable to the noncontrolling interest in ASC- (428)- (428)
Adjusted EBITDA (non-GAAP)$48,945 $3,710 ($9,956)$42,699 

Nine months ended September 30, 2017
(in thousands)Machine ClothingAlbany Engineered Composites*Corporate expenses and otherTotal Company
Operating income/(loss) (GAAP)$119,352 ($32,242)($33,523)$53,587 
Interest, taxes, other income/expense- - (26,160)(26,160)
Net income/(loss) (GAAP)119,352 (32,242)(59,683)27,427 
Interest expense, net- - 13,042 13,042 
Income tax expense- - 12,138 12,138 
Depreciation and amortization25,098 24,613 3,545 53,256 
EBITDA (non-GAAP)144,450 (7,629)(30,958)105,863 
Restructuring expenses, net1,012 9,208 - 10,220 
Foreign currency revaluation losses4,427 171 2,318 6,916 
Write-off of inventory in a discontinued product line- 3,155 - 3,155 
Pretax income attributable to the noncontrolling interest in ASC- (178)- (178)
Adjusted EBITDA(non-GAAP)$149,889 $4,727 ($28,640)$125,976 

* Includes charge of $15.8 million related to revisions in the estimated profitability of two long-term contracts.

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Nine months ended September 30, 2016
(in thousands)Machine ClothingAlbany Engineered CompositesCorporate expenses
and other
Total Company
Operating income/(loss) (GAAP)$112,583 ($14,083)($33,554)$64,946 
Interest, taxes, other income/expense- - (28,120)(28,120)
Net income/(loss) (GAAP)112,583 (14,083)(61,674)36,826 
Interest expense, net- - 9,610 9,610 
Income tax expense- - 20,613 20,613 
Depreciation and amortization27,845 17,778 5,601 51,224 
EBITDA (non-GAAP)140,428 3,695 (25,850)118,273 
Restructuring expenses, net5,921 1,787 (55)7,653 
Foreign currency revaluation (gains)/losses1,646 5 (2,355)(704)
Acquisition expenses- 5,367 - 5,367 
Pretax loss attributable to the noncontrolling interest in ASC- 36 - 36 
Adjusted EBITDA (non-GAAP)$147,995 $10,890 ($28,260)$130,625 

The Company discloses certain income and expense items on a per-share basis. The Company believes that such disclosures provide important insight into underlying quarterly earnings and are financial performance metrics commonly used by investors. The Company calculates the quarterly per-share amount for items included in continuing operations by using the income tax rate based on income from continuing operations and the weighted-average number of shares outstanding for each period. Year-to-date earnings per-share effects are determined by adding the amounts calculated at each reporting period. Beginning in 2019, the Company no longer includes discrete tax adjustments or the effect of changes in income tax rates in its calculation of Adjusted EPS. Prior year results have been revised to conform to this calculation.

 

The following tables show the earnings per share effect of certain income and expense items:

 

Three months ended September 30, 2017Pre taxTaxAfter taxPer Share
(in thousands, except per share amounts)AmountsEffectEffectEffect
Restructuring expenses, net$5,503$2,003$3,500$0.11
Foreign currency revaluation losses            1,517               552           965              0.03
Write-off of inventory in a discontinued product line            3,155            1,167        1,988              0.06
Unfavorable effect of change in income tax rate                     -               741           741              0.02
Net discrete income tax benefit                     -            3,866        3,866              0.12
Three months ended March 31, 2019Pre taxTaxAfter taxPer share
(in thousands, except per share amounts)AmountsEffectEffectEffect
Restructuring expenses, net$484$142$342$0.01
Foreign currency revaluation (gains)/losses   (1,833)   (539)  (1,294)  (0.04)

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Three months ended March 31, 2018Pre taxTaxAfter taxPer share
(in thousands, except per share amounts)AmountsEffectEffectEffect
Restructuring expenses, net$8,573$2,786$5,787$0.18
Foreign currency revaluation (gains)/losses   2,390  7771,6130.05

 

Three months ended September 30, 2016Pre taxTaxAfter taxPer Share
(in thousands, except per share amounts)AmountsEffectEffectEffect
Restructuring expenses, net$326$122$204$0.01
Foreign currency revaluation gains               222                 83          1390.00
Favorable effect of change in income tax rate                     -               425          425              0.01
Net discrete income tax charge                     -                 74             740.00

Nine months ended September 30, 2017Pre taxTaxAfter taxPer Share
(in thousands, except per share amounts)AmountsEffectEffectEffect
Restructuring expenses, net$10,220$3,721$6,499$0.20
Foreign currency revaluation losses            6,916            2,516       4,400              0.14
Write-off of inventory in a discontinued product line            3,155            1,167       1,988              0.06
Net discrete income tax benefit                    -            2,281       2,281              0.07
Charge for revision to estimated profitability of AEC contracts         15,821            5,854       9,967              0.31

Nine months ended September 30, 2016Pre taxTaxAfter taxPer Share
(in thousands, except per share amounts)AmountsEffectEffectEffect
Restructuring expenses, net$7,653$2,965$4,688$0.15
Foreign currency revaluation gains               704               256           448              0.01
Acquisition expenses            5,367            1,933        3,434              0.11
Net discrete income tax benefit                    -               932           932              0.03

The following table contains the calculation of net income per share attributable to the Company, excluding adjustments:

 Three months ended
September 30,
Nine months ended
September 30,
Per share amounts (Basic)201720162017*2016
Net income attributable to the Company  (GAAP)$0.47 $0.41 $0.85 $1.15 
Adjustments:        
Restructuring expenses, net0.11 0.01 0.20 0.15 
Discrete tax adjustments and effect of change in income tax rate(0.10)(0.01)(0.07)(0.03)
Foreign currency revaluation losses/(gains)0.03 - 0.14 (0.01)
Write-off of inventory in a discontinued product line0.06 - 0.06 - 
Acquisition expenses- - - 0.11 
Net income attributable to the Company, excluding adjustments  (non-GAAP)$0.57 $0.41 $1.18 $1.37 

* Includes charge of $0.31 per share for revisions in estimated profitability of two AEC contracts.

The following table contains the calculation of AEC Adjusted EBITDA margin:EPS:

 Three months ended  March 31,
Per share amounts (Basic)20192018
Earnings per share (GAAP)$0.90$0.24
Adjustments:  
Restructuring expenses, net (after-tax)  0.01  0.18
Foreign currency revaluation (gains)/losses (after-tax)  (0.04)  0.05
Adjusted Earnings per share$0.87$0.47

 

                 For the three month periods ending:
(in thousands, except percentages)

September 30,

2017

June 30,
2017*

March 31,
2017

September 30,

2016

AEC Adjusted EBITDA (non-GAAP)$8,125 ($8,586)$5,188 $3,710 
AEC Net sales (GAAP)71,447 68,999 56,450 48,024 
AEC Adjusted EBITDA margin (non-GAAP)11.4%-12.4%9.2%7.7%

* Includes chargeNet debt is, in the opinion of $15.8 million in Q2 2017 for revisions in estimated profitabilitythe Company, helpful to investors wishing to understand what the Company’s debt position would be if all available cash were applied to pay down indebtedness. The Company calculates Net debt by subtracting Cash and cash equivalents from Total debt. Total debt is calculated by adding Long-term debt, Current maturities of two AEC contracts.long-term debt, and Notes and loans payable, if any.

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The following table contains the calculation of net debt:

 

(in thousands)September 30,
2017
June 30,
2017
March 31,
2017
December 31,
2016
March 31,  2019December 31,  2018March 31,  2018December 31, 2017
Notes and loans payable$186$249$274$312 $ -$226$262
Current maturities of long-term debt             51,765        51,732          51,699           51,666  19   1,224    1,821  1,799
Long-term debt           453,578      444,030        428,477         432,918   491,022  523,707  518,656  514,120
Total debt           505,529      496,011$480,450         484,896  491,041  524,931   520,703  516,181
Cash and cash equivalents           153,465      138,792        143,333         181,742   187,385  197,755  151,426   183,727
Net debt$352,064$357,219$337,117$303,154$303,656$327,176$369,277$332,454
First-quarter increase/(decrease)  (23,520)   -  36,823  -
Effect of ASC 842 adoption  (25,886)    -   -
Increase excluding effect of ASC 842 adoption$2,366 $ -$36,823 $ -

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The following table contains the reconciliation of forecasted full-year 2019 Adjusted EBITDA and Adjusted EPS (non-GAAP measures) to comparable GAAP measures:

 Total CompanyMachine Clothing

Forecast of full year 2019 Adjusted EBITDA

(in millions)

LowHighLowHigh
Net income attributable to the Company (GAAP)$99$109$173$181
Interest expense, net    17  16  -   -
Income tax expense   40  41  -   -
Depreciation and amortization   70  75    22   24
EBITDA (non-GAAP)   226  241   195    205
Restructuring expenses (a)   1   1  -   -
Foreign currency revaluation gains/(losses) (a)   (2)   (2)  -   -
Pretax income attributable to the noncontrolling interest   -   -  -   -
Adjusted EBITDA (non-GAAP)$225$240$195$205

 Total Company  
Forecast of full year 2019 Adjusted Earnings Per Share (b)    
Per share amounts- Basic (b)LowHigh  
Earnings per share (GAAP)$3.08$3.38  
Restructuring expenses, net (a)   0.01  0.01  
Foreign currency revaluation gains/(losses) (a)  (0.04)   (0.04)  
Adjusted Earnings per share (non-GAAP)$3.05$3.35  

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For discussion of our exposure to market risk, refer to “Quantitative and Qualitative Disclosures about Market Risk”, which is included as an exhibit to this Form 10-Q.

Item 4. Controls and Procedures

 

a) 

Disclosure controls and procedures.

The principal executive officer and principal financial officer, based on their evaluation of disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q, have concluded that the Company’s disclosure controls and procedures were notare effective for ensuring that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in filed or submitted reports is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

Remediation Plans for Material Weaknesses in Internal Control over Financial Reporting

In the fourth quarter of 2016,2018, and as previously reported in our Annual Report on Form 10-K for the year ended December 31, 2016,2018, we identified a material weaknessesweakness in our internal control over financial reporting as described below:

The Company did not establishconduct an effective reporting lines, appropriate authorities, responsibilitiesrisk assessment process over the design and monitoring activities forimplementation of the systems development plan affecting the financial reporting processes and internal controls, as well as the assignment of banking signatory authorities, limits and responsibilities, at its subsidiary in Japan and certain other foreign locations. As a result, the Company lacked effective written entityprocess and process level controls over initiation, authorization, processing and recordingimpacted by the adoption of ASC 606,Revenue from contracts with customers, for certain revenue transactions and safeguarding of assets managed byin the Company’s Machine Clothing business that are recognized at a third party service provider at the Japan location.point-in-time. In addition, the Company did not have effective management reviewreconciliation controls over the assessment of a potential reserve for a loss contract dueunbilled accounts receivable and inventory accounts related to a failure to understand and document the design requirements and operation of an effective management review control.those point-in-time transactions.

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Beginning inDuring the fourth quarter of 2016,2018, we immediately commenced active steps towards remediating the material weaknesses.weakness. These efforts include:

(a)a review of financial reporting processes relating to the subsidiary in Japan, and enhancements and additions to the internal controls for that entity;

(a) Improving our risk assessment process related to pre-production and post-implementation testing and documentation of conclusions for significant systems development changes affecting financial reporting and internal controls; and,

(b)increasing senior financial and accounting management monitoring of financial reporting at smaller Company locations, establishing effective reporting lines, and appropriate authorities, and responsibilities and monitoring for financial reporting activities, and assignment of banking signatory authorities, limits and responsibilities at such locations;

(b)Revising our financial reporting processes and related reconciliation controls over the unbilled accounts receivable and inventory accounts related to those point-in-time transactions.

(c)Enhancing management review controls and procedures for the assessment of potential reserves for loss contracts and additional training regarding the required documentation of design and operating effectiveness of internal control over financial reporting.

We are working to remediate the material weaknessesweakness as quickly and efficiently as possible and believe that such efforts will effectively remediate the reported material weaknessesweakness by the end of 2017.2019. However, the material weaknessesweakness will not be considered remediated until the remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Notwithstanding the material weaknessesweakness described above, our management has concluded that the financial statements included elsewhere in this quarterly report on Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with generally accepted accounting principles.

(b) 

Changes in internal control over financial reporting.

 

There wereIn the first quarter of 2019, the Company implemented additional controls related to accounting for leases and the Company’s adoption of ASC 842, Leases.

Other than the items noted above, no changes occurred in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the last fiscal quarter ended September 30, 2017 that has materially affected, or areis reasonably likely to materially affect, ourthe Company’s internal control over financial reporting.

 

PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The information set forth above under Note 1617 in Item 1, “Notes to Consolidated Financial Statements” is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes in risks since December 31, 2016.2018. For discussion of risk factors, refer to Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016.2018.

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

We made no share purchases during the thirdfirst quarter of 2017.2019. We remain authorized by the Board of Directors to purchase up to 2 million shares of our Class A Common Stock.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

 

Exhibit No.Description

 

31.1 10 (u)(ii)Second amendment, dated March 15, 2019, to amend the employment agreement between the Company and Olivier Jarrault.

10 (l)(xii)Form of Restricted Stock Unit Award for units granted on April 1, 2019.

10 (n)(iii)Form of Incentive Award granted April 1, 2019.

31.1Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.

 

31.2 31.2Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.

 

32.1 32.1

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).

 

99.1 99.1Quantitative and qualitative disclosures about market risks as reported at September 30, 2017. March 31, 2019.

 

101 101

The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017,March 31, 2019, formatted in extensible Business Reporting Language (XBRL), filed herewith:

 

(i)Consolidated Statements of Income for the three and nine months ended September 30, 2017March 31, 2019 and 2016.2018.

 

(ii)Consolidated Statements of Comprehensive Income/(Loss) for the three and nine months ended September 30, 2017March 31, 2019 and 2016.2018.

 

(iii)Consolidated Balance Sheets at September 30, 2017as of March 31, 2019 and December 31, 2016.2018.

 

(iv)Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2017March 31, 2019 and 2016.2018.

 

(v)Notes to Consolidated Financial Statements.

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As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Sections 11 and 12 of the Securities Act and Section 18 of the Securities Exchange Act or otherwise subject to liability under those sections. 

The following exhibit list was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. However, certain hyperlinks in that filing were nonfunctioning.  Accordingly, in accordance with Instruction 2 to Rule 105(d) of Regulation S-T, we have included below that exhibit list the appropriate [corrected] hyperlinks.

51

Incorporated by Reference
Exhibit
Number
Exhibit DescriptionFiled HerewithFormPeriod EndingFiling Date
3 (a)Amended and Restated Certificate of Incorporation of Company8-K6/2/15
3 (b)Bylaws of Company8-K2/23/11
4 (a)Article IV of Certificate of Incorporation of Company8-K6/2/15
4 (b)Specimen Stock Certificate for Class A Common StockS-1, No. 33-162549/30/87
Credit Agreement
10(k)(xix)

$685 Million Five-Year Revolving Credit Facility Agreement among Albany International Corp., the other Borrowers named therein, the Lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, dated as of November 7, 2017

8-K11/7/17
Restricted Stock Units
10(l)(viii)2011 Performance Phantom Stock Plan as adopted on May 26, 2011 (42)10-Q6/30/118/9/11
10(l)(i)2003 Restricted Stock Unit Plan, as adopted November 13, 200310-K3/11/04
10(l)(x)Form of Restricted Stock Unit Award for units granted on March 2, 20188-K3/6/18
10(l)(xi)Form of Restricted Stock Unit Award for units granted on August 28, 20188-K9/4/18
Stock Options
10(m)(i)1992 Stock Option Plan8-K1/18/93
10(m)(ii)1997 Executive Stock Option Agreement10-K12/31/973/13/98
10(m)(iii)2011 Incentive Plan8-K6/1/11
10(m)(iv)Form of 2011 Annual Performance Bonus Agreement8-K3/29/11
10(m)(v)Form of 2011 Multi-Year Performance Bonus Agreement8-K3/29/11
Executive Compensation
10(n)(i)Supplemental Executive Retirement Plan, adopted as of January 1, 1994, as amended and restated as of January 1, 20088-K1/2/08
10(n)(ii)Annual Bonus Program, as amended and restated as of March 29, 2017Def 14A3/29/17
10(o)(iv)Directors’ Annual Retainer Plan, as amended and restated as of February 23, 20188-K5/16/18
10(o)(viii)Form of Severance Agreement between Albany International Corp. and certain corporate officers or key executives8-K1/4/16
10(p)Code of Ethics10-K12/31/033/11/04
10(q)Directors Pension Plan, amendment dated as of January 12, 20058-K1/13/05
10(r)Employment agreement, dated May 12, 2005, between the Company and Joseph G. Morone8-K5/18/05
10(s)Form of Indemnification Agreement8-K4/12/06
10(u)Employment agreement, dated March 2, 2018, between the Company and Olivier M. Jarrault10-Q5/08/18
10(u)(i)First Amendment, dated July 9, 2018, to amend employment agreement between the Company and Olivier M. Jarrault10-Q8/07/18

52

Incorporated by Reference
Exhibit NumberExhibit DescriptionFiled HerewithFormPeriod EndingFiling Date
10.2Amended and restated LLC operating agreement by and between Albany Engineered Composites and Safran Aerospace Composites, Inc. 10% equity interest in ASC for $28 million10-K12/31/132/26/14
2.1Stock Purchase Agreement by and between Albany International Corp. and Harris Corporation, dated as of February 27, 20168-K3/1/16
11Statement of Computation of Earnings per share (provided in Footnote 8 to the Consolidated Financial Statements)10-K12/31/183/14/19
21Subsidiaries of Company10-K12/31/183/14/19
23Consent of Independent Registered Public Accounting Firms10-K12/31/183/14/19
24Powers of Attorney10-K12/31/183/14/19
31(a)Certification of Olivier M. Jarrault required pursuant to Rule 13a-14(a) or Rule 15d-14(a)10-K12/31/183/14/19
31(b)Certification of John B. Cozzolino required pursuant to Rule 13a-14(a) or Rule 15d-14(a)10-K12/31/183/14/19
32(a)Certification of Olivier M. Jarrault and John B. Cozzolino 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 Code10-K12/31/183/14/19
The following information from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in eXtensible Business Reporting Language (XBRL), filed herewith:
101(i)Consolidated Statements of Income for the years ended December 31, 2018, 2017 and 201610-K12/31/183/14/19
101(ii)Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017, and 201610-K12/31/183/14/19
101(iii)Consolidated Balance Sheets as of December 31, 2018 and 201710-K12/31/183/14/19
101(iv)Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017, and 201610-K12/31/183/14/19
101(v)Notes to Consolidated Financial Statements10-K12/31/183/14/19
* As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Sections 11 and 12 of the Securities Act and Section 18 of the Securities Exchange Act or otherwise subject to liability under those sections.

53

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ALBANY INTERNATIONAL CORP.
(Registrant)

ALBANY INTERNATIONAL CORP.
(Registrant)

Date: October 31, 2017May 1, 2019

 By/s/ John B. CozzolinoStephen M. Nolan
  John B. CozzolinoStephen M. Nolan
  Chief Financial Officer and Treasurer
  (Principal Financial Officer)

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