ALBANY INTERNATIONAL CORP DE
For the period ended Dec 31, 2023. Filed Feb 26, 2024.
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FY2023 · Filed Feb 26, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) FINANCIAL STATEMENTS
| See Item 8 of this Form 10-K setting forth the Report of the Independent Registered Public Accounting Firm (PCAOB ID 185) and our Consolidated Financial Statements. | 52 |
|---|
(a)(2) FINANCIAL STATEMENT SCHEDULES
ALBANY INTERNATIONAL CORP. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(Amounts in thousands)
| Column A | Column B | Column C | Column D | Column E |
|---|---|---|---|---|
| Description | Balance at beginning of period | Charge to expense | Other (a) | Balance at end of the period |
| Allowance for doubtful accounts | ||||
| Year ended December 31: | ||||
| 2023 | $3,984 | $640 | $1,566 | $6,190 |
| 2022 | 3,248 | 1,408 | (672) | 3,984 |
| 2021 | 5,140 | (1,299) | (593) | 3,248 |
| Allowance for sales returns | ||||
| Year ended December 31: | ||||
| 2023 | $9,070 | $5,499 | $(4,337) | $10,232 |
| 2022 | 9,552 | 6,130 | (6,612) | 9,070 |
| 2021 | 9,668 | 6,022 | (6,138) | 9,552 |
| Valuation allowance deferred tax assets | ||||
| Year ended December 31: | ||||
| 2023 | $9,786 | $(1,381) | $1,443 | $9,848 |
| 2022 | 10,659 | $(839) | $(34) | 9,786 |
| 2021 | 10,270 | 949 | (560) | 10,659 |
(a) Amounts acquired, sold, written off, or recovered, and the effect of changes in currency translation rates, are included in Column D.
Index
| Incorporated by Reference | |||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Filing Date |
| 3 (a) | Amended and Restated Certificate of Incorporation of Company | 8-K | 05/18/23 | ||
| 3 (b) | Bylaws of Company | 8-K | 02/23/11 | ||
| 4.1 | Description of the Company's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. | 8-K | 08/05/21 | ||
| 4 (a) | Article IV of Certificate of Incorporation of Company | 8-K | 05/18/23 | ||
| 4 (b) | Specimen Stock Certificate for Class A Common Stock | S-1, No. 33-16254 | 09/30/87 | ||
| Credit Agreements | |||||
|---|---|---|---|---|---|
| 10.1 | Amendment, dated as of June 23, 2023, to the Amended and Restated Credit Agreement, dated as of October 27, 2020, by and among Albany International Corp., Albany International Holding (Switzerland) AG, Albany International Europe GMBH, Albany International Canada Corp., the other borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | 8-K | 06/23/23 | ||
| 10(k)(xx) | $800 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 August 16, 2023. | 8-K | 08/16/23 | ||
| 10(k)(xx) | $700 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 October 27, 2020 | 8-K | 10/29/20 | ||
| Restricted Stock Units | |||||
| 10(l)(vi) | 2003 Restricted Stock Unit Plan, as amended May 7, 2008 | 8-K | 05/13/08 | ||
| 10(l)(viii) | 2011 Performance Phantom Stock Plan as adopted on May 26, 2011 | 10-Q | 6/30/11 | 08/09/11 | |
| 10(l)(xi) | Form of Restricted Stock Unit Award for units granted on August 28, 2018 | 8-K | 09/04/18 | ||
| 10(l)(xii) | Form of Restricted Stock Unit Award for units granted on April 1, 2019 | 10-Q | 3/31/19 | 05/01/19 | |
| 10(l)(xiii) | Form of Restricted Stock Unit Award for units granted on November 4, 2019 | 10-K | 12/31/19 | 02/28/20 | |
| 10(l)(xiv) | Form of 2011 Performance Stock Bonus agreement | 10-K | 12/31/19 | 02/28/20 | |
| 10(l)(xv) | Form of 2021 Restricted Stock Unit Award Agreement | 8-K | 02/25/21 | ||
| Stock Options | |||||
| 10(m)(i) | 1992 Stock Option Plan | 8-K | 01/18/93 | ||
| 10(m)(vii) | 1998 Stock Option Plan, as amended and restated as of August 7, 2003 | 10-Q | 9/30/03 | 11/06/03 | |
| Executive Compensation | |||||
| 10(m)(ix) | 2011 Incentive Plan | 8-K | 06/01/11 | ||
| 10(m)(xvii) | Form of 2011 Annual Performance Bonus Agreement | 8-K | 03/29/11 | ||
| 10(m)(xviii) | Form of 2011 Multi-Year Performance Bonus Agreement | 8-K | 03/29/11 | ||
Index
| Incorporated by Reference | |||||
| Exhibit Number | Exhibit Description | Filed Herewith | Form | Period Ending | Filing Date |
| 10(m)(xix) | Form of 2021 Multi-year Performance Bonus Agreement | 8-K | 02/25/21 | ||
| 10(m)(xx) | Form of Special Incentive Award Agreement | 8-K | 06/14/23 | ||
| 10(l)(viii) | Form of Severance Agreement between the Company and certain corporate officers or key executives | 8-K | 01/04/16 | ||
| 10(n)(i) | Supplemental Executive Retirement Plan, adopted as of January 1, 1994, as amended and restated as of January 1, 2008 | 8-K | 01/02/08 | ||
| 10(n)(ii) | 2017 Incentive Plan | Def 14A | 03/29/17 | ||
| 10(n)(v) | Form of Retention Bonus Agreement, dated January 21, 2020, between the Company and Stephen M. Nolan | 8-K | 01/23/20 | ||
| 10(n)(vi) | Form of 2021 Annual Performance Bonus Agreement | 8-K | 02/25/21 | ||
| 10(n)(vii) | 2023 Long Term Incentive Plan | Def 14A | 03/30/23 | ||
| 10(o)(iv) | Directors’ Annual Retainer Plan, as amended and restated as of February 23, 2018 | Def 14A | 03/28/18 | ||
| 10(p) | Code of Ethics | 10-K | 12/31/03 | 03/11/04 | |
| 10(q) | Directors Pension Plan, amendment dated as of January 12, 2005 | 8-K | 01/13/05 | ||
| 10(t) | Form of Indemnification Agreement | 8-K | 04/12/06 | ||
| 10(u)(vii) | Employment agreement, dated January 21, 2020, between the Company and A. William Higgins | 10-K | 12/31/19 | 02/28/20 | |
| 10.2 | Amended and restated LLC operating agreement by and between Albany Engineered Composites and Safran Aerospace Composites, Inc. 10% equity interest in ASC for $28 million | 10-K | 12/31/13 | 02/26/14 | |
| 10.3 | Employment agreement, dated September 1, 2023, between the Company and Gunnar Kleveland | 8-K | 08/21/23 | ||
| 10.4 | Form of Special Incentive Award Agreement | 8-K | 08/21/23 | ||
| 11 | Statement of Computation of Earnings per share (provided in Note 8 to the Consolidated Financial Statements) | X | 10-K | 12/31/23 | 02/26/24 |
| 21 | Subsidiaries of Company | X | 10-K | 12/31/23 | 02/26/24 |
| 23 | Consent of Independent Registered Public Accounting Firms | X | 10-K | 12/31/23 | 02/26/24 |
| 24 | Powers of Attorney | X | 10-K | 12/31/23 | 02/26/24 |
| 31(a) | Certification of Gunnar Kleveland required pursuant to Rule 13a-14(a) or Rule 15d-14(a) | X | 10-K | 12/31/23 | 02/26/24 |
| 31(b) | Certification of Robert D. Starr required pursuant to Rule 13a-14(a) or Rule 15d-14(a) | X | 10-K | 12/31/23 | 02/26/24 |
| 32(a) | Certification of Gunnar Kleveland and Robert D. Starr required pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code | X | 10-K | 12/31/23 | 02/26/24 |
| 97 | Incentive Compensation Recovery Policy | X | 10-K | 12/31/23 | 02/26/24 |
Index
The following information from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (Extensive Business Reporting Language), filed herewith:
| 101(i) | Consolidated Statements of Income for the years ended December 31, 2023, 2022, and 2021 | X | 10-K | 12/31/23 | 2/26/24 |
| 101(ii) | Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021 | X | 10-K | 12/31/23 | 2/26/24 |
| 101(iii) | Consolidated Balance Sheets as of December 31, 2023 and 2022 | X | 10-K | 12/31/23 | 2/26/24 |
| 101(iv) | Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 | X | 10-K | 12/31/23 | 2/26/24 |
| 101(v) | Notes to Consolidated Financial Statements | X | 10-K | 12/31/23 | 2/26/24 |
| 101.INS | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101 | ||||
Index
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 26th day of February, 2024.
| ALBANY INTERNATIONAL CORP. | |
| By | /s/ Robert D. Starr |
| Robert D. Starr | |
| Executive Vice President and Chief Financial Officer | |
| (Principal Financial Officer) |
Index
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Company and in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| * | President and Chief Executive Officer and Director | February 26, 2024 |
| Gunnar Kleveland | (Principal Executive Officer) | |
| /s/ Robert D. Starr | Executive Vice President and Chief Financial Officer | February 26, 2024 |
| Robert D. Starr | (Principal Financial Officer) | |
| * | Vice President - Controller and Chief Accounting Officer | February 26, 2024 |
| John J. Tedone | (Principal Accounting Officer) | |
| * | Chairman of the Board and Director | February 26, 2024 |
| Erland E. Kailbourne | ||
| * | Director | February 26, 2024 |
| Katharine L. Plourde | ||
| * | Director | February 26, 2024 |
| Mark J. Murphy | ||
| * | Director | February 26, 2024 |
| John R. Scannell | ||
| * | Director | February 26, 2024 |
| Kenneth W. Krueger | ||
| * | Director | February 26, 2024 |
| J. Michael McQuade | ||
| * | Director | February 26, 2024 |
| Christina M. Alvord | ||
| * | Director | February 26, 2024 |
| Russell E. Toney | ||
| * | Director | February 26, 2024 |
| A. William Higgins | ||
| *By /s/ Robert D. Starr | ||
| Robert D. Starr | ||
| Attorney-in-fact | ||
Index
CORPORATE INFORMATION
Investor Relations
The Company's Investor Relations Department may be contacted at:
Investor Relations Department
216 Airport Drive
Rochester, NH 03867
Telephone: (603) 330-5800
Fax: (603) 994-3974
E-mail: investor.relations@albint.com
Transfer Agent and Registrar
Computershare
PO box 43078
Providence, RI 02940-3078
Telephone (toll-free): 1-877-277-9931
Web: www.computershare.com/investor
Shareholder Services
As an Albany International shareholder, you are invited to take advantage of our convenient shareholder services.
Computershare maintains the records for our registered shareholders and can help you with a variety of shareholder-related services at no charge, including:
Change of name and/or address
Consolidation of accounts
Duplicate mailings
Dividend reinvestment enrollment
Lost stock certificates
Transfer of stock to another person
Additional administrative services
Access your investor statements online 24 hours a day, 7 days a week at Investor Center. For more information, go to www.computershare.com/investor.
Notice of Annual Meeting
We will again hold our Annual Meeting virtually this year. The Annual Meeting of the Company’s shareholders will be held virtually on Friday, May 10, 2024 at 9:00 a.m. EDT. Access details for the virtual meeting will be published in the Company’s 2024 Proxy filed with the Securities and Exchange Commission.
Equal Employment Opportunity
Albany International, as a matter of policy, does not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, national origin, age, physical or mental disability, or status as a disabled or Vietnam-era veteran. This policy of nondiscrimination is applicable to matters of hiring, upgrading, promotions, transfers, layoffs, terminations, rates of pay, selection for training, recruitment, and recruitment advertising. The Company maintains affirmative action programs to implement its EEO policy.
Index
Trademarks and Trade Names
AEROCLEAN, AEROPOINT, AEROPULSE, AIRSTRUT, ATROBELT, ATROBOND, ATROCROSS, ATROFORTE, ATROJET, ATROLINK, ATROMAXX, ATRONET, ATROPLAN, ATROSPEED, ATROTOP, CARBON-24, DEXWIN, DURAFIX, DURASPIRAL, DYNATEX, FIBRETEX, FILAWIN, HYDROCROSS, HYDROMAX, INLINE, K-COR, KRAFTEX, KRAFTLINE, NOVALACE, PACKLINE, PACKTEX, PRIMOBOND, PRIMOCROSS, PRIMOFLEX, PRIMOPLAN, PRIMOSELECT, PRINTLINE, PROLUX, PROVANTAGE, SEAMPLANE, SECOGLAZE, SECOLINK, SECOPLAN, SOFTLINE, SPIRALRUN, SPIRALTOP, SPRING, SUPRASTAT, TOPSTAT, TRANSBELT, TWINCONE, VENTABELT, WEBDOC, WEBMOVER, and X-COR are all trade names of Albany International Corp.
| Directors and Officers | |
|---|---|
| Directors | |
| Erland E. Kailbourne, Chairman | Gunnar Kleveland |
| Retired – Chairman and Chief Executive Officer, | President and Chief Executive Officer |
| Fleet National Bank (New York Region) | |
| Katharine L. Plourde1,3 | Kenneth W. Krueger1,3 |
| Former Principal and Analyst, | Former Interim President and Chief Executive Officer |
| Donaldson, Lufkin & Jenrette, Inc. | Manitowoc Company Inc. |
| Mark J. Murphy1,3 | John R. Scannell2 |
| Chief Financial Officer, | Retired Chief Executive Officer, |
| Micron Technology | Moog Inc. |
| J. Michael McQuade2,3 | Christina M. Alvord1,2 |
| Strategic Advisor to the President, | Former President, Central Division, |
| Carnegie Mellon University | Vulcan Materials Company |
| Russell E. Toney1,2 | A. William Higgins |
| President, | Retired Chief Executive Officer |
| Nortek Air Solutions | Albany International Corp. |
| 1 Member, Audit Committee2 Member, Compensation Committee3 Member, Governance Committee | |
| Officers | |
| Gunnar Kleveland | Robert D. Starr |
| President and Chief Executive Officer | Executive Vice President and Chief Financial Officer |
| Daniel A. Halftermeyer | Greg Harwell |
| President – Machine Clothing | President – Albany Engineered Composites |
| Alice McCarvill | Robert A. Hansen |
| Executive Vice President - Human Resources | Senior Vice President and Chief Technology Officer |
| and Chief Human Resources Officer | |
| John J. Tedone | Joseph M. Gaug |
| Vice President – Controller and Chief Accounting Officer | Vice President – General Counsel and Secretary |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.