10-K 1 e57527_10k.htm ANNUAL REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended: December 31, 2013
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
incorporation or organization) Identification No.)
216 Airport Drive, Rochester, New Hampshire 03867
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 603-330-5850

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

Title of each class Name of each exchange on which registered
Class A Common Stock ($0.001 par value) New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
  (Title of Class)

 

1
 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No _

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes _ No X

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

Indicate by check mark 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 X No _

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.

Large accelerated filer X Accelerated filer _
Non-accelerated filer_ Smaller reporting company _

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

The aggregate market value of the Common Stock held by non-affiliates of the registrant on June 28, 2013, the last business day of the registrant’s most recently completed second quarter, computed by reference to the price at which Common Stock was last sold on such a date, was $926.3 million.

The registrant had 28.5 million shares of Class A Common Stock and 3.2 million shares of Class B Common Stock outstanding as of January 31, 2014.

DOCUMENTS INCORPORATED BY REFERENCE PART
Portions of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders
to be held on May 16, 2014
III

 

2
 

 

TABLE OF CONTENTS

PART I

 

Item 1. Business 5
Item 1A. Risk Factors 10
Item 1B. Unresolved Staff Comments 17
Item 2. Properties 18
Item 3. Legal Proceedings 18
Item 4. Mine Safety Disclosures 18

 

PART II

 

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities  
19
Item 6. Selected Financial Data 19
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 41
Item 8. Financial Statements and Supplementary Data 43
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 92
Item 9A. Controls and Procedures 92
Item 9B. Other Information 93

 

PART III  

 

Item 10. Directors, Executive Officers and Corporate Governance 94
Item 11. Executive Compensation 94
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 95
Item 13. Certain Relationships, Related Transactions and Director Independence 96
Item 14. Principal Accountant Fees and Services 96

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules 97

 

3
 

Forward-Looking Statements

This annual report and the documents incorporated or deemed to be incorporated by reference in this annual report contain statements concerning 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,” “plan,” “project,” “may,” “will,” “should,” and variations of such words or similar expressions are intended, but are not the exclusive means, to identify forward-looking statements. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the 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 segment competes, including the paper industry, along with general risks associated with economic downturns;
Failure to remain competitive in the industries in which our Machine Clothing segment competes;
Failure to have achieve or maintain anticipated profitable growth in our Engineered Composites segment; 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 Item 1A - “Risk Factors”, as well as in the “Business Environment and Trends” sections in the business segment discussions in Item 7 of this annual report. Statements expressing our assessments of the growth potential of the 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 aircraft and for LEAP aircraft engines. Such assumptions could prove incorrect. Although we believe the expectations reflected in our 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 annual report are made on the basis of our assumptions and analyses, as of the time the 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 obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained or incorporated by reference in this annual 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.

4
 

PART I

Item 1. Business

Albany International Corp. (the Registrant, the Company, we, us, or our) and its subsidiaries are engaged in two business segments.

The Machine Clothing (MC) segment includes paper machine clothing - engineered fabrics and belts used in the manufacture of paper and paperboard – as well as engineered fabrics and belts used in many other industrial applications.

We design, manufacture, and market paper machine clothing for each section of the paper machine. We manufacture and sell more paper machine clothing worldwide than any other company. Paper machine clothing consists of large permeable and non-permeable continuous belts of custom-designed and custom-manufactured engineered fabrics that are installed on paper machines and carry the paper stock through each stage of the paper production process. Paper machine clothing products are consumable products of technologically sophisticated design that utilize polymeric materials in a complex structure. The design and material composition of paper machine clothing can have a considerable effect on the quality of paper products produced and the efficiency of the paper machines on which it is used. Principal products in the paper machine clothing segment include forming, pressing, and dryer fabrics, and process belts. A forming fabric assists in paper sheet formation and conveys the very wet sheet (more than 75% water) through the forming section. Press fabrics are designed to carry the sheet through the press section, where water is pressed from the sheet as it passes through the press nip. In the dryer section, dryer fabrics manage air movement and hold the sheet against heated cylinders to enhance drying. Process belts are used in the press section to increase dryness and enhance sheet properties, as well as in other sections of the machine to improve runnability and enhance sheet qualities.

The Machine Clothing segment also supplies consumable fabrics used to process paper pulp, as well as engineered fabrics used in a range of industries other than papermaking. These other products include belts used to make nonwovens, fiber cement building products, roofing shingles, and corrugated sheets used in boxboard, as well as belts used in tannery and textile applications.

We sell our Machine Clothing products directly to customer end-users, which include paper industry companies, nonwovens manufacturers, and building products companies, some of which operate in multiple regions of the world. Our products, manufacturing processes, and distribution channels for Machine Clothing are substantially the same in each region of the world in which we operate. The sales of forming, pressing, and dryer fabrics, individually and in the aggregate, accounted for more than 10% of our consolidated net sales during one or more of the last three years.

The Albany Engineered Composites segment (AEC), including Albany Safran Composites, LLC (ASC), in which our customer SAFRAN Group owns a 10% noncontrolling interest, provides custom-designed advanced composite structures based on proprietary technology to customers in the aerospace and defense industries. AEC’s largest current development program relates to the LEAP engine being developed by CFM International. Under this program, AEC through ASC, is developing a family of composite parts, including fan blades, to be incorporated into the LEAP engine under a long-term supply contract. In 2013, approximately 10% of this segment’s sales were related to U.S. government contracts or programs.

See “Business Environment and Trends” under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for a discussion of general segment developments in recent years.

Following is a table of net sales by segment for 2013, 2012, and 2011.

5
 

 (in thousands)   2013 2012 2011
 Machine Clothing $674,747 $693,176 $739,211
 Engineered Composites       82,667        67,765      48,076
 Consolidated total   $757,414 $760,941 $787,287

The table setting forth certain sales, operating income, and balance sheet data that appears in Note 4, “Reportable Segments and Geographic Data,” of the Consolidated Financial Statements, included under Item 8 of this Form 10-K, is incorporated herein.

International Operations

We maintain manufacturing facilities in Brazil, Canada, China, France, Germany, Italy, Mexico, South Korea, Sweden, the United Kingdom, and the United States. We also have a 50% interest in a company in Russia (see Note 1 of Notes to Consolidated Financial Statements).

Our geographically diversified operations allow us to serve our markets efficiently and to provide extensive technical services to our customers. We benefit from the transfer of research and development and product innovations between geographic regions. The worldwide scope of our manufacturing and marketing efforts helps to mitigate the impact of economic downturns that are limited to a geographic region.

Our global presence subjects us to certain risks, including controls on foreign exchange and the repatriation of funds. We have a cash repatriation strategy that targets a certain amount of foreign current year earnings that are not permanently reinvested. To date, we have been able to make such repatriations without substantial governmental restrictions and do not foresee any material changes in our ability to continue to do so in the future. In addition, we believe that the risks associated with our operations outside the United States are no greater than those normally associated with doing business in those locations.

Technology, Working Capital, Customers, Seasonality, and Backlog

Machine Clothing is custom-designed for each user, depending on the type, size, and speed of the machine, and the products being produced. Product design is also a function of the machine section, the grade of product being produced, and the quality of the stock used. Technical expertise, judgment, and experience are critical in designing the appropriate clothing for machine, position, and application. As a result, we employ highly skilled sales and technical service personnel who work directly with each customer’s plant operating management. Our technical service programs give our service engineers field access to the measurement and analysis equipment needed for troubleshooting and application engineering in many areas. Sales, service, and technical expenses are major cost components of the Company. Many employees in sales and technical functions have engineering degrees, paper mill experience, or other manufacturing experience in the markets in which they operate. Our market leadership position reflects our commitment to technological innovation.

Payment terms granted to paper industry and other machine clothing customers reflect general competitive practices. Terms vary with product, competitive conditions, and the country of operation. In some markets, customer agreements require us to maintain significant amounts of finished goods inventories to assure continuous availability of our products.

In addition to supplying paper companies, the Machine Clothing segment is a leading supplier to the nonwovens industry (which includes the manufacture of products such as diapers, personal care and household wipes, and fiberglass-reinforced roofing shingles), the wood and cement-based building products industry, and the pulp industry. These non-paper industries have a wide range of customers, with markets that vary from industrial applications to consumer use.

6
 

Albany Engineered Composites primarily serves customers in commercial and military aircraft engine and airframe markets. Sales and Accounts receivable rose sharply in the last couple years. Additionally, we anticipate intensive growth in the future which could lead to further increases in working capital levels.

In the Machine Clothing segment, the summer months and the end of the year are common periods of downtime for our customers, which can lead to weak sales periods for the Company. In recent years, broad industry ramp-ups or slowdowns have resulted in sales being distributed unevenly throughout the year. These combined factors make seasonal trends less predictable. Seasonality is not a significant factor in the Engineered Composites segment.

Backlog in the Machine Clothing segment was $225.6 million at December 31, 2013, compared to $266.8 million at December 31, 2012. The decrease reflects a trend toward shorter order-to-delivery times. Backlog in the Engineered Composites segment was $21.7 million at December 31, 2013 compared to $33.2 million at December 31, 2012. The backlog is generally expected to be invoiced during the next 12 months.

Research and Development

We invest in research, new product development, and technical analysis with the objective of maintaining our technological leadership in each business segment. While much research activity supports existing products, we also engage in research for new products and product enhancements. New product research has focused primarily on more sophisticated paper machine clothing and engineered fabrics and has resulted in a stream of new products and enhancements such as forming fabric INLINE; press fabrics HYDROCROSS, SPRING, SEAM HYDROCROSS, SEAMPLANE and Seam KMX; shoe press belts VENTABELT EVM and VENTABELT XTS; TRANSBELT GX; dryer fabric AEROPULSE; corrugator belt DURASPIRAL; and for the Nonwovens Industry NEOSTAT and SUPRASTAT.

Product engineering and research and development expenses totaled $31.1 million in 2013, $28.5 million in 2012, and $31.1 million in 2011. In 2013, these costs were 4.1% of total Company net sales, including $9.4 million or 11.3% of net sales spent in our AEC segment.

We conduct our major research and development in Halmstad, Sweden; Manchester, England; Kaukauna, Wisconsin and Rochester, New Hampshire. Additionally, we conduct process and product design development activities at locations in Quebec, Canada; Kaukauna, Wisconsin; and St. Stephen, South Carolina.

We have developed, and continue to develop, proprietary intellectual property germane to the industries we serve. Our intellectual property takes many forms, including patents, trademarks and domains, and trade secrets. Our trade secrets include, among other things, manufacturing know-how and unique processes and equipment. Because intellectual property in the form of patents is published, we often forgo patent protection and preserve the intellectual property as trade secrets. We aggressively protect our proprietary intellectual property, pursuing patent protection when appropriate. Our active portfolio currently contains well over 2,100 patents, and more than 250 new patents are typically granted each year. While we consider our total portfolio of intellectual property, including our patents, to be an important competitive advantage, we do not believe that any single patent is critical to the continuation of our business. All brand names and product names are trade names of Albany International Corp. or its subsidiaries. We have from time to time licensed some of our patents and/or know-how to one or more competitors, and have been licensed under some competitors’ patents, in each case mainly to enhance customer acceptance of new products. The revenue from such licenses is less than 1% of consolidated net sales.

The Engineered Composites segment participates in both Company-sponsored and customer-funded research and development. Some customer-funded research and development may be on a cost-sharing basis, in which case amounts charged to the customer are credited against research and development expense. Expenses

7
 

were reduced by $1.4 million in 2013 and $0.8 million in 2012 as a result of such arrangements. For customer-funded research and development in which we anticipate funding to exceed expenses, we include amounts charged to the customer in net sales.

Raw Materials

Primary raw materials for our Machine Clothing products are polymer monofilaments and fibers, which have generally been available from a number of suppliers. Therefore, we have not needed to maintain raw material inventories in excess of our current needs to assure availability. In addition, we manufacture polymer monofilaments, a basic raw material for all types of Machine Clothing, at our facility in Homer, New York, which supplies approximately 50% of our worldwide monofilament requirements. This manufacturing enhances our ability to develop proprietary products and helps balance the total supply requirements for monofilaments. Polymer monofilaments are petroleum-based products and are therefore sensitive to changes in the price of petroleum and petroleum intermediates. While carbon fiber and other raw materials used by AEC are available from a number of suppliers, the use of certain suppliers may be mandated by customer agreements and alternative suppliers would be subject to material qualification or other requirements.

Competition

The industries in which our Machine Clothing segment competes include several companies that compete in all global markets, along with other companies that compete primarily on a regional basis. In the paper machine clothing market, we believe that we had a worldwide market share of approximately 30% in 2013, while the two largest competitors each had a market share of approximately half of ours.

While some competitors in the Machine Clothing segment tend to compete more on the basis of price, and others attempt to compete more on the basis of technology, both are significant competitive factors in this industry. Some of the Company’s paper machine clothing competitors also supply paper machines and papermaking equipment, and endeavor to compete by bundling clothing and equipment sales. We, like our competitors, provide technical support to customers through our sales and technical service personnel, including (1) consulting on performance of the machine, (2) consulting on machine configurations, both new and rebuilt, (3) selection and custom manufacture of the appropriate machine clothing, and (4) storing fabrics for delivery to the user. Revenues earned from these services are reflected in the prices charged for our products.

The primary competitive factor in the markets in which our Albany Engineered Composites segment competes is product performance. Achieving lower weight without sacrificing strength is the key to improving fuel efficiency, and is a critical performance requirement in the aerospace industry. Our unique, proprietary capabilities in composites enable us to offer customers the opportunity to displace metal components and, in some cases, conventional composites with lower-weight, high-strength, and potentially high-temperature composites. The dominant competitive factor is how the customer weighs these performance benefits, which include fuel savings due to lower weight, against the possible cost advantage of more traditional metal and composite components.

Employees

We employ approximately 4,100 persons, of whom 67% are engaged in manufacturing our products. Wages and benefits are competitive with those of other manufacturers in the geographic areas in which our facilities are located. In general, we consider our relations with employees to be excellent.

A number of hourly employees outside of the United States are members of various unions.

8
 

Executive Officers of the Registrant

The following table sets forth certain information with respect to the executive officers of the Company as of February 26, 2014:

Joseph G. Morone, 60, President and Chief Executive Officer, joined the Company in 2005. He has served the Company as President and Chief Executive Officer since January 1, 2006, and President since August 1, 2005. He has been a director of the Company since 1996. From 1997 to July 2005, he served as President of Bentley University in Waltham, Massachusetts. Prior to joining Bentley, he served as the Dean of the Lally School of Management and Technology at Rensselaer Polytechnic Institute, where he also held the Andersen Consulting Professorship of Management. He currently serves as the Presiding Director of Transworld Entertainment Corporation.

John B. Cozzolino, 47, Chief Financial Officer and Treasurer, joined the Company in 1994. He has served the Company as Chief Financial Officer and Treasurer since February 2011. From September 2010 to February 2011, he served as Vice President – Corporate Treasurer and Strategic Planning/Acting Chief Financial Officer, from February 2009 to September 2010, he served as Vice President – Corporate Treasurer and Strategic Planning, and from 2007 to February 2009, he served the Company as Vice President – Strategic Planning. From 2000 until 2007 he served as Director – Strategic Planning, and from 1994 to 2000 he served as Manager – Corporate Accounting.

Ralph M. Polumbo, 62, President Albany Engineered Composites, joined the Company in 2006. He has served the Company as President – Albany Engineered Composites since November 2013. Prior to that, he served as Chief Operating Officer, Albany Engineered Composites, from December 2010 to November 2013. He previously served the Company as Chief Administrative Officer from September 2008 to December 2010, and as Senior Vice President – Human Resources from 2006 to 2008. From 2004 to April 2006 he served as Head of Human Capital for Deephaven Capital Management. From 1999 to 2004 he served as Vice President – Human Resources and Business Integration for MedSource Technologies. Prior to MedSource, he held the positions of Vice President – Integration and Vice President – Human Resources for Rubbermaid. From 1974 to 1994, he held various management and executive positions for The Stanley Works.

Daniel A. Halftermeyer, 52, President Machine Clothing, joined the Company in 1987. He has served the Company as President – Machine Clothing since February 2012. He previously served the Company as President – Paper Machine Clothing and Engineered Fabrics from August 2011 to February 2012, as President – Paper Machine Clothing from January 2010 until August 2011, Group Vice President – Paper Machine Clothing Europe from 2005 to August 2008, Vice President and General Manager – North American Dryer Fabrics from 1997 to March 2005, and Technical Director – Dryer Fabrics from 1993 to 1997. He held various technical and management positions in St. Stephen, South Carolina, and Sélestat, France, from 1987 to 1993.

Robert A. Hansen, 56, Senior Vice President and Chief Technology Officer, joined the Company in 1981. He has served the Company as Senior Vice President and Chief Technology Officer since January 2010, Vice President – Corporate Research and Development from April 2006 to January 2010, and Director of Technical and Marketing – Europe Press Fabrics from 2004 to April 2006. From 2000 to 2004, he served as Technical Director – Press Fabrics, Göppingen, Germany. Previously he had the position of Technical Director in Dieren, The Netherlands, and had also held technical management and research and development positions in the Company’s Järvenpää, Finland, and Albany, New York facilities.

David M. Pawlick, 52, Vice President Controller, joined the Company in 2000. He has served the Company as Vice President – Controller since March 2008, and as Director of Corporate Accounting from 2000 to

9
 

2008. From 1994 to 2000 he served as Director of Finance and Controller for Ahlstrom Machinery, Inc. in Glens Falls, New York. Prior to 1994, he was employed as an Audit Manager for Coopers & Lybrand.

Charles J. Silva Jr., 54, Vice President General Counsel and Secretary, joined the Company in 1994. He has served the Company as Vice President – General Counsel and Secretary since 2002. He served as Assistant General Counsel from 1994 until 2002. Prior to 1994, he was an associate with Cleary, Gottlieb, Steen and Hamilton, an international law firm with headquarters in New York City.

Dawne H. Wimbrow, 56, Vice President Global Information Services and Chief Information Officer, joined the Company in 1993. She has served the Company as Vice President – Global Information Services and Chief Information Officer since September 2005. She previously served the Company in various management positions in the Global Information Systems organization. From 1980 to 1993, she worked as a consultant supporting the design, development, and implementation of computer systems for various textile, real estate, insurance, and law firms.

Joseph M. Gaug, 50, Associate General Counsel and Assistant Secretary, joined the Company in 2004. He has served the Company as Associate General Counsel since 2004 and as Assistant Secretary since 2006. Prior to 2004, he was a principal with McNamee, Lochner, Titus & Williams, P.C., a law firm located in Albany, New York.

We are incorporated under the laws of the State of Delaware and are the successor to a New York corporation originally incorporated in 1895, which was merged into the Company in August 1987 solely for the purpose of changing the domicile of the corporation. References to the Company that relate to any time prior to the August 1987 merger should be understood to refer to the predecessor New York corporation.

Our Corporate Governance Guidelines, Business Ethics Policy, and Code of Ethics for the Chief Executive Officer, Chief Financial Officer, and Controller, and the charters of the Audit, Compensation, and Governance Committees of the Board of Directors are available at the Corporate Governance section of our website (www.albint.com).

Our current reports on Form 8-K, quarterly reports on Form 10-Q, and annual reports on Form 10-K are electronically filed with the Securities and Exchange Commission (SEC), and all such reports and amendments to such reports filed subsequent to November 15, 2002, have been and will be made available, free of charge, through our website (www.albint.com) as soon as reasonably practicable after such filing. The public may read and copy any materials filed by the Company with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, D.C. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC0330. The SEC maintains a website (www.sec.gov) that contains reports, proxy, information statements, and other information regarding issuers that file electronically with the SEC.

Item 1A. RISK FACTORS

The Company’s business, operations, and financial condition are subject to various risks. Some of these risks are described below and in the documents incorporated by reference, and investors should take these risks into account in evaluating any investment decision involving the Company. This section does not describe all risks applicable to the Company, its industry or business, and it is intended only as a summary of certain material factors.

A number of factors have had, and in future periods could have, an adverse impact on sales, profitability and cash flow in the Company’s Machine Clothing segment

10
 

Significant consolidation and rationalization in the paper industry in recent years has reduced global consumption of paper machine clothing in certain markets. Developments in digital media have adversely affected demand for newsprint and for printing and writing grades of paper in North America and Europe, which has had, and could continue to have, an adverse effect on demand for paper machine clothing in those markets. At the same time, technological advances in papermaking, including in paper machine clothing, while contributing to the papermaking efficiency of customers, have in some cases lengthened the useful life of our products and reduced the number of pieces required to produce the same volume of paper. These factors have had, and in future are likely to have, an adverse effect on paper machine clothing sales.

The market for paper machine clothing in recent years has been characterized by increased price competition, especially in Europe, which has negatively affected our net sales and operating results. We expect price competition to remain intense in all paper machine clothing markets, especially during periods of customer consolidation, plant closures, or when major contracts are being renegotiated.

AEC is subject to significant execution risk related to the LEAP program in the short and medium-term

The expected size and steep growth rate of the market for LEAP engines continues to put significant pressure on AEC to execute in the short and medium-term. In the short term, AEC must continue to fulfill critical product and process design and test milestones, continue to ramp production in the first LEAP plant in Rochester, New Hampshire, meet certain production readiness milestones, and continue the construction, equipping and staffing of the second LEAP plant in Commercy, France. In the medium-term, AEC will be required to continue to ramp up these new operations to full production. AEC’s ability to realize the full growth potential of the LEAP program will depend on how effectively it accomplishes these goals. Failure to accomplish these goals could have a material adverse impact on the amount and timing of anticipated LEAP program revenues, income, and cash flows, which could in turn have a material adverse impact on our consolidated financial results.

The long-term growth prospects of AEC are subject to a number of risks

Future growth and long-term success of AEC beyond the LEAP program will depend, in part, on the success of new commercial and military aircraft programs. AEC is currently working with customers on projects to develop components for a number of commercial, general aviation, and military aircraft programs. These development projects may or may not result in supply opportunities. In the event that AEC succeeds in developing products and securing contracts to manufacture and supply them, it will face the same industrialization and manufacturing ramp-up risks that it currently faces in the LEAP program, and may or may not be successful in meeting its obligations under these contracts.

In addition to dealing with these development and manufacturing execution risks, future AEC growth will likely require increasingly larger amounts of cash to fund the investments likely to be required in equipment, capital, and development efforts required to achieve this growth. While AEC is starting to generate increasing amounts of cash, it is likely to be some time before AEC generates sufficient cash to fund, or to obtain financing to fund, this growth. Until that time, it will remain dependent on the Machine Clothing segment’s ability to generate cash, and a significant decline in Machine Clothing sales, operating income or cash flows could therefore have a material adverse impact on AEC’s growth.

Some of the Company’s competitors in the Machine Clothing segment have the capability to make and sell paper machines and papermaking equipment as well as other engineered fabrics

Although customers historically have tended to view the purchase of paper machine clothing and the purchase of paper machines as separate purchasing decisions, the ability to coordinate research and development efforts, and to market machines and fabrics together, could provide a competitive advantage. This

11
 

underscores the importance of our ability to maintain the technological competitiveness and value of our products, and a failure to do so could have a material adverse effect on our business, financial condition, and results of operations.

Moreover, we cannot predict how the nature of competition in this segment may continue to evolve as a result of future consolidation among our competitors, or consolidation involving our competitors and other suppliers to our customers.

Fixed-price contracts, contract or program terminations, reductions, cancellations, delays or other changes could result in losses or material write-offs in the Engineered Composites segment

AEC has a number of long-term or life-of-program fixed price contracts, and is likely to enter into similar contracts in future. While such contracts enable AEC to enjoy increased profits as the result of cost reductions and efficiencies, estimations of contract costs and profitability over a long period of time are subject to many variables, and may prove to be inaccurate. Additionally, many of the parts AEC agrees to develop and produce have highly complex designs, and technical or quality issues may arise during development or production that result in higher costs or an inability to achieve required technical specifications. If actual production and/or development costs should prove higher, or revenues prove lower, than AEC’s estimates, our expected profits may be reduced, or if such costs should exceed contract prices, we may be required to recognize losses for future periods, and potentially for the remaining life of the program, which could significantly affect our reported results.

 

In addition, the reduction or delay of orders by AEC’s customers under these contracts, or the termination of such contracts or orders, including those relating to the LEAP program, could also have a material adverse effect on AEC revenues and earnings in any period. Such events could also result in the write-off of deferred charges that have been accumulated in anticipation of future revenue streams.

The Standish family has a significant influence on our Company and could prevent transactions that might be in the best interests of our other stockholders

As of December 31, 2013, J. Spencer Standish and related persons (including Christine L. Standish and John C. Standish, both directors of the Company) held in the aggregate shares entitling them to cast approximately 53% of the combined votes entitled to be cast by all stockholders of the Company. The Standish family has significant influence over the management and affairs of the Company and matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. The Standish family currently has, in the aggregate, sufficient voting power to elect all of our directors and determine the outcome of any shareholder action requiring a majority vote. This could have the effect of delaying or preventing a change in control or a merger, consolidation, or other business combination at a premium price, even though it might be in the best interest of our other stockholders.

Deterioration of current global economic conditions could have an adverse impact on the Company’s business and results of operations

The Company identifies in this section a number of risks, the effects of which may be exacerbated by an unfavorable economic climate. For example, unfavorable global economic and paper industry conditions may lead to greater consolidation and rationalization within the paper industry, further reducing global consumption of paper machine clothing. Reduced consumption of paper machine clothing could in turn increase the risk of greater price competition within the paper machine clothing industry, and greater efforts by competitors to gain market share at the expense of the Company. Sales of the Company’s other Machine Clothing products, as well as in the Company’s AEC business segment, may also be adversely affected by unfavorable economic conditions.

12
 

Weak or unstable economic conditions also increase the risk that one or more of our customers could be unable to pay outstanding accounts receivable, whether as the result of bankruptcy or an inability to obtain working capital financing from banks or other lenders. In such a case, we could be forced to write off such accounts, which could have a material adverse effect on our operating results, financial condition, and/or liquidity. Furthermore, many of our businesses design and manufacture products that are custom-designed for a specific customer application, at a specific location. In the event of a customer liquidity issue, the Company could also be required to write off amounts that are included in inventories.

The Company may experience supply constraints due to a limited number of suppliers of certain raw materials and equipment

There are a limited number of suppliers of polymer fiber and monofilaments, key raw materials used in the manufacture of Machine Clothing, and of carbon fiber and carbon resin, key raw materials used by AEC. In addition, there are a limited number of suppliers of some of the equipment used by AEC. While we have always been able to meet our raw material and equipment needs, the limited number of suppliers of these items creates the potential for disruptions in supply. AEC currently relies on single suppliers to meet the carbon fiber and carbon resin requirements for the LEAP program. Lack of supply, delivery delays, or quality problems relating to supplied raw materials for our key manufacturing equipment could harm our production capacity, and could require the Company to attempt to qualify one or more additional suppliers, which could be a lengthy and uncertain process. Such disruptions could make it difficult to supply our customers with products on time, which could have a negative impact on our business, financial condition, and results of operations.

Conditions in the paper industry have required, and could further require, the Company to reorganize its operations, which could result in significant expense and could pose risks to the Company’s operations

During the last several years, we have engaged in significant restructuring that included the closing of a number of manufacturing operations in North America, Europe, and Australia. These restructuring activities were intended to match manufacturing capacity to shifting global demand, and also to improve the efficiency of manufacturing and administrative processes. Future shifting of customer demand, the need to reduce costs, or other factors could cause us to determine in the future that additional restructuring steps are required. Restructuring involves risks such as employee work stoppages, slowdowns, or strikes, which can threaten uninterrupted production, maintenance of high product quality, meeting of customers’ delivery deadlines, and maintenance of administrative processes. Increases in output in remaining manufacturing operations can likewise impose stress on these remaining facilities as they undertake the manufacture of greater volume and, in some cases, a greater variety of products. Competitors can be quick to attempt to exploit these situations. Although we consider these risks, we plan each step of the process carefully, and work to reassure customers who could be affected by any such matters that their requirements will continue to be met, we could lose customers and associated revenues if we fail to plan properly, or if the foregoing tactics are ineffective.

We are a “controlled company” within the meaning of the Corporate Governance Rules of the New York Stock Exchange (the “NYSE”) and qualify for, and rely on, certain exemptions from corporate governance requirements applicable to other listed companies

As a result of the greater than 50% voting power of the Standish family described above, we are a “controlled company” within the meaning of the rules of the NYSE. Therefore, we are not required to comply with certain corporate governance rules that would otherwise apply to us as a listed company on the NYSE, including the requirement that the Compensation and Governance Committees be composed entirely of “independent” directors (as defined by the NYSE rules). In addition, although we believe that a majority of our current directors may be deemed independent under the NYSE rules, as a controlled company our Board of Directors is not required to include a majority of “independent” directors. Should the interests of the Standish family differ from

13
 

those of other stockholders, the other stockholders might not be afforded such protections as might exist if our Board of Directors, or these Committees, were required to have a majority, or be composed exclusively, of directors who were independent of the Standish family or our management.

Inflation as a result of changes in prices of commodities and labor costs may adversely impact our financial results of operations

The Company is a significant user of petroleum-based products required for the manufacture of our products. The Company also relies on the labor market in many regions of the world to meet our operational requirements. Increases in the prices of such commodities or in labor costs, particularly in regions that are experiencing higher-levels of inflation, could increase our costs, and we may not be able to fully offset the effects through price increases, productivity improvements, and cost-reduction programs.

Fluctuations in currency exchange rates could adversely affect the Company’s business, financial condition, and results of operations

We operate our business in many regions of the world, and currency rate movements can have a significant effect on operating results. Changes in exchange rates can result in revaluation gains and losses that are recorded in Selling, Technical, General and Research expenses or Other income/expense, net. Revaluation gains and losses occur when our business units have cash, intercompany or third-party trade 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 income statement 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 Company may fail to adequately protect its proprietary technology, which would allow competitors or others to take advantage of its research and development efforts

Proprietary trade secrets are a source of competitive advantage in each of our segments. If our trade secrets were to become available to competitors, it could have a negative impact on our competitive strength. We employ measures to maintain the confidential nature of these secrets, including maintaining employment and confidentiality agreements; maintaining clear policies intended to protect such trade secrets; educating our employees about such policies; clearly identifying proprietary information subject to such agreements and policies; and vigorously enforcing such agreements and policies. Despite such measures, our employees, consultants, and third parties to whom such information may be disclosed in the ordinary course of our business may breach their obligations not to reveal such information, and any legal remedies available to us may be insufficient to compensate our damages.

At December 31, 2013, the Company had outstanding short-term debt of $3.8 million and long-term debt of $300.1 million. The Company may not be able to repay its outstanding debt in the event that default provisions are triggered due to a breach of loan covenants

Existing borrowing agreements contain a number of covenants and financial ratios that the Company is required to satisfy. The most restrictive of these covenants pertain to prescribed leverage and interest coverage ratios and asset dispositions. Any breach of any such covenants or restrictions would result in a default under such agreements that would permit the lenders to declare all borrowings under such agreements to be immediately due and payable and, through cross-default provisions, could entitle other lenders to accelerate their loans. In such an event, the Company would need to modify or restructure all or a portion of such indebtedness. Depending on prevailing economic conditions at the time, the Company might find it difficult to modify or restructure on attractive terms, or at all.

14
 

We may incur a substantial amount of additional indebtedness in the future. As of December 31, 2013, we had borrowed $200 million under our $330 million revolving credit facility. Incurrence of additional indebtedness could increase the risks associated with higher leverage. These risks include limiting our ability to make acquisitions or capital expenditures to grow our business, limiting our ability to withstand business and economic downturns, limiting our ability to invest operating cash flow in our business, and limiting our ability to pay dividends. In addition, any such indebtedness could contain terms that are more restrictive than our current facilities.

The Company is increasingly dependent on information technology and our systems and infrastructure face certain risks, including cyber security and data leakage risks.

We are increasingly dependent on information technology systems and infrastructure. Any significant breakdown, invasion, destruction or interruption of these systems by employees, others with authorized access to our systems, or unauthorized persons could negatively impact operations. There is also a risk that we could experience a business interruption, theft of information, or reputational damage as a result of a cyber-attack, such as an infiltration of a data center, or data leakage of confidential information either internally or at our third-party providers. While we have invested heavily in the protection of our data and information technology to reduce these risks, there can be no assurance that our efforts will prevent breakdowns or breaches. If we experience such a breach or breakdown, it could have a material adverse effect on our business, financial position and results of operations.

The Company is subject to legal proceedings and legal compliance risks, and has been named as defendant in a large number of suits relating to the actual or alleged exposure to asbestos-containing products

We are subject to a variety of legal proceedings. Pending proceedings that the Company determines are material are disclosed in Note 17 to the Consolidated Financial Statements in Item 8, which is incorporated herein by reference. Litigation is an inherently unpredictable process and unanticipated negative outcomes are always possible. An adverse outcome in any period could have an adverse impact on the Company’s operating results for that period.

We are also subject to a variety of legal compliance risks. While we believe that we have adopted appropriate risk management and compliance programs, the global and diverse nature of our operations means that legal compliance risks will continue to exist and related legal proceedings and other contingencies, the outcome of which cannot be predicted with certainty, are likely to arise from time to time. Failure to resolve successfully any legal proceedings related to compliance matters could have an adverse impact on our results in any period.

Changes in actuarial assumptions and differences between actual experience and assumptions could adversely affect our pension and postretirement benefit costs and liabilities

Although we were able to reduce pension liabilities by a significant amount during 2012, as of December 31, 2013, remaining net liabilities under our defined benefit pension plans exceeded plan assets by $35.9 million ($11.4 million for the U.S. plan, $24.5 million for non-U.S. plans). Additionally, the liability for unfunded postretirement welfare benefits, principally in the United States, totaled $61.1 million. Annual expense associated with these plans, as well as annual cash contributions, are subject to a number of variables, including discount rates, return on plan assets, mortality, and differences between actuarial assumptions and actual experience. In 2012, we settled certain pension obligations in the United States, Canada and Sweden, which led to charges

15
 

totaling $119.7 million. If we were to take actions to settle additional pension or postretirement plan liabilities in the future, we could incur significant additional charges in the periods in which such actions were taken.

Although the Company has taken actions to hedge certain pension plan assets to the pension liabilities, weakness in investment returns on plan assets, changes in discount rates or actuarial assumptions, and actual future experience could result in higher benefit plan expense and the need to increase pension plan contributions in future years, which could have a material effect on our financial condition and results of operations in future periods.

The Company is exposed to the risk of increased expense in health-care related costs

We are largely self-insured for some employee and business risks, including health care and workers’ compensation programs in the United States. Losses under all of these programs are accrued based upon estimates of the ultimate liability for claims reported and an estimate of claims incurred but not reported, with assistance from third-party actuaries and service providers. However, these liabilities are difficult to assess and estimate due to unknown factors, including the severity of an illness or injury and the number of incidents not reported. The accruals are based upon known facts and historical trends, and management believes such accruals to be adequate. The Company also maintains stop-loss insurance policies to protect against catastrophic claims above certain limits. If actual results significantly differ from estimates, our financial condition, results of operations, and cash flows could be materially impacted by losses under these programs, as well as higher stop-loss premiums in future periods.

Changes in or interpretations of tax rules, structures, country profitability mix, and regulations may adversely affect our effective tax rates

We are a United States-based multinational company subject to tax in the United States and foreign tax jurisdictions. Unanticipated changes in our tax rates, or tax policies of the countries in which we operate, could affect our future results of operations. Our future effective tax rates could be unfavorably affected by changes in or interpretation of tax rules and regulations in the jurisdictions in which we do business, by structural changes in the Company’s businesses, by unanticipated decreases in the amount of revenue or earnings in countries with low statutory tax rates, or by changes in the valuation of our deferred tax assets and liabilities.

The Company has substantial deferred tax assets that could become impaired and result in a charge to earnings

The Company has deferred tax assets in several tax jurisdictions, including a U.S. asset of approximately $73.2 million at December 31, 2013. Realization of this and other deferred tax assets is dependent upon many factors, including generation of future income in specific countries. Lower than expected operating results, organizational changes, or changes in tax laws could result in those deferred tax assets becoming impaired, thus resulting in a charge to earnings.

Our business could be adversely affected by adverse outcomes of pending tax matters

The Company is currently under audit in a non-U.S. taxing jurisdiction, and the Company’s position on certain tax matters are being contested by tax authorities in this country. (This is discussed in Note 8 to the Consolidated Financial Statements in Item 8, which is incorporated herein by reference.) While the Company believes that its position is correct and that it has reserved adequately for such matter, a final adverse outcome with respect to this matter could have a material adverse impact on the Company’s results in any period in which it occurs.

16
 

The Company’s insurance coverage may be inadequate to cover other significant risk exposures

In addition to asbestos-related claims, the Company may be exposed to other liabilities related to the products and services we provide. AEC is engaged in designing, developing, and manufacturing components for commercial jet aircraft and defense and technology systems and products. We expect this portion of the business to grow in future periods. Although we maintain insurance for the risks associated with this business, there can be no assurance that the amount of our insurance coverage will be adequate to cover all claims or liabilities. In addition, there can be no assurance that insurance coverage will continue to be available to us in the future at a cost that is acceptable. Any material liability not covered by insurance could have a material adverse effect on our business, financial condition, and results of operations.

In addition to the general risks that the Company already faces outside the U.S., the Company now conducts more of its manufacturing operations in emerging markets than it did in the past, which could involve many uncertainties

We currently have manufacturing facilities outside the U.S. In 2013, 55.3% of consolidated net sales were generated by our non-U.S. subsidiaries. Operations outside of the U.S. are subject to a number of risks and uncertainties, including: governments may impose limitations on our ability to repatriate funds; governments may impose withholding or other taxes on remittances and other payments from our non-U.S. operations, or the amount of any such taxes may increase; an outbreak or escalation of any insurrection or armed conflict may occur; governments may seek to nationalize our assets; or governments may impose or increase investment barriers or other restrictions affecting our business. In addition, emerging markets pose other uncertainties, including the protection of our intellectual property, pressure on the pricing of our products, and risks of political instability. The occurrence of any of these conditions could disrupt our business or prevent us from conducting business in particular countries or regions of the world.

Our global presence subjects us to certain risks, including controls on foreign exchange and the repatriation of funds. However, we have been able to repatriate current earnings in excess of working capital requirements from certain countries in which we operate without substantial governmental restrictions and do not foresee any material changes in our ability to continue to do so in the future. In addition, we believe that the risks associated with our operations outside the United States are no greater than those normally associated with doing business in those locations.

The Company is subject to laws and regulations worldwide, changes to which could increase our costs and have a material adverse effect on our financial condition or results of operations

The Company is subject to laws and regulations relating to employment practices and benefits, taxes, import and export matters, corruption, foreign-exchange controls, competition, workplace health and safety, intellectual property, health-care, the environment and other areas. These laws and regulations have a significant impact on our domestic and international operations.

We incur significant expenses to comply with laws and regulations. Changes or additions to laws and regulations, including those related to climate change, could increase these expenses, which could have an adverse impact on our financial condition and results of operations. Such changes could also have an adverse impact on our customers and suppliers, which in turn could adversely impact the Company.

While we have implemented policies and training programs designed to ensure compliance, there can be no assurance that our employees or agents will not violate such laws, regulations or policies, which could have a material adverse impact on our financial condition or results of operations.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

17
 

Item 2. PROPERTIES

Our principal manufacturing facilities are located in Brazil, Canada, China, France, Germany, Italy, Mexico, South Korea, Sweden, the United Kingdom, and the United States. The aggregate square footage of our operating facilities in the United States and Canada is approximately 2.0 million square feet, of which 1.6 million square feet are owned and 0.4 million square feet are leased. Our facilities located outside the United States and Canada comprise approximately 2.6 million square feet, of which 2.4 million square feet are owned and 0.2 million square feet are leased. We consider these facilities to be in good condition and suitable for our purpose. The capacity associated with these facilities is adequate to meet production levels required and anticipated through 2014.

Item 3. LEGAL PROCEEDINGS

The information set forth above under Note 17 to the Consolidated Financial Statements in Item 8, which is incorporated herein by reference.

 

Item 4. MINE SAFETY DISCLOSURES

None.

18
 

PART II

Item 5.MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

We have two classes of Common Stock, Class A Common Stock and Class B Common Stock, each with a par value of $0.001 and equal liquidation rights. Our Class A Common Stock is principally traded on the New York Stock Exchange under the symbol AIN. As of December 31, 2013, there were approximately 6,200 beneficial owners of our Class A Common Stock, including employees owning shares through our 401(k) defined contribution plan. Our Class B Common Stock does not trade publicly. As of December 31, 2013, there were 17 holders of Class B Common Stock. Dividends are paid equally on shares of each class. Our cash dividends, and the high and low prices per share of our Class A Common Stock, were as follows for the periods presented:

 Quarter Ended    March 31   June 30   September 30   December 31 
2013        
Cash dividends per share $0.14 $0.15 $0.15 $0.15
 Class A Common Stock prices:         
 High  $29.87 $33.90 $36.53 $37.25
 Low $23.21 $27.48 $32.27 $33.81
         
2012        
Cash dividends per share $0.13 $0.14 $0.14 $0.14
 Class A Common Stock prices:         
 High  $25.90 $24.70 $22.78 $22.68
 Low $22.35 $17.15 $17.66 $20.11
         

Restrictions on dividends and other distributions are described in Note 14 of the Consolidated Financial Statements in Item 8, which is incorporated herein by reference.

Disclosures of securities authorized for issuance under equity compensation plans and the performance graph are included under Item 12 of this Form 10-K.

In August 2006, we announced that the Board of Directors authorized management to purchase up to 2 million additional shares of our Class A Common Stock. The Board’s action authorized management to purchase shares from time to time, in the open market or otherwise, whenever it believes such purchase to be advantageous to our shareholders, and it is otherwise legally permitted to do so. Management has made no share purchases under that authorization.

Item 6. SELECTED FINANCIAL DATA

The following selected historical financial data have been derived from our Consolidated Financial Statements in Item 8, which is incorporated herein by reference. The data should be read in conjunction with those financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7, which is incorporated herein by reference.

19
 

 (in thousands, except per share amounts)   2013 2012 2011 2010 2009
 Summary of Operations                      
 Net sales (1)   $757,414  $760,941  $787,287  $742,887  $718,629 
 Cost of goods sold (1) (3)   466,860   455,545   473,121   460,914   474,196 
 Restructuring and other (3)   25,108   7,061   9,317   3,747   68,113 
 Pension settlement charges (2)  -   119,735   -   -   - 
 Operating income/(loss) (1)   52,091   (44,136)  74,608   64,709   (39,720)
 Interest expense, net  13,759   16,601   18,121   17,240   20,627 
 Income/(loss) from continuing operations (4) (6)  17,704   (40,843)  21,266   27,423   (23,532)
 Income/(loss) from discontinued operations (1) (5)   (46)  71,820   13,672   10,213   (9,926)
 Net income attributable to the Company  17,517   30,977   34,938   37,636   (33,458)
 Basic income/(loss) from continuing operations per share   0.55   (1.30)  0.68   0.88   (0.77)
 Diluted income/(loss) from continuing operations per share   0.55   (1.30)  0.67   0.88   (0.77)
 Dividends declared per share    0.59   0.55   0.51   0.48   0.48 
 Weighted average number of shares outstanding - basic    31,649   31,356   31,262   31,072   30,612 
 Capital expenditures, including software  64,457   37,207   27,428   30,957   41,827 
 Financial position                      
 Cash   $222,666  $190,718  $118,909  $117,925  $94,139 
 Property, plant and equipment, net    418,830   420,154   438,953   480,711   505,833 
 Total assets (1) (4)   1,166,888   1,156,697   1,230,928   1,278,293   1,345,149 
 Current liabilities   158,508   235,788   170,711   165,856   188,164 
 Long-term debt    300,111   235,877   373,125   423,634   483,894 
 Total noncurrent liabilities (4)   460,601   427,398   644,367   686,178   734,372 
 Total liabilities (1) (4)   619,109   663,186   815,078   852,034   922,536 
 Shareholders’ equity (4) (7)  547,779   493,511   415,850   426,259   422,613 
                     
(1)In 2012, we sold our Albany Door Systems and PrimaLoft Products business resulting in a pre-tax gain of $92.3 million. Previously reported data for net sales, cost of sales, operating income and liabilities for years prior to 2012 have been adjusted to reflect only the activity from continuing operations.
(2)In 2012, we took action to settle certain pension plan liabilities in the United States, Canada, and Sweden which led to charges totaling $119.7 million.
(3)During the period 2009 through 2013, we recorded restructuring and other charges related to cost reduction initiatives.
(4)In 2009, we adopted new accounting guidance for convertible debt instruments that may be settled in cash upon conversion, we entered into agreements to exchange a portion of these convertible debt instruments for cash plus an equivalent amount of our Senior Notes (“New Notes”). In each case, we simultaneously entered into additional agreements to purchase the New Notes, which resulted in $52.0 million of pretax gains on early retirement of debt.
20
 
(5)In 2009, we recorded expenses and paid $10.0 million for a purchase price adjustment related to the 2008 sale of the Filtration business.
(6)Income tax expense in 2011 includes a favorable adjustment of $3.5 million to correct errors from periods prior to 2006. The Company does not believe that the corrected item is or was material to 2011 or any previously reported quarterly or annual financial statements. As a result, the Company has not restated its previously issued annual or quarterly financial statements.
(7)In 2013, Safran S.A. obtained a 10% noncontrolling equity interest in Albany Safran Composites, LLC (ASC) resulting in an $18.9 million increase in shareholders’ equity.
21
 

 

ITEM 7. 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.

Overview

Our reportable segments: Machine Clothing (MC) and Engineered Composites (AEC) draw on many of 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. As a result, technology and manufacturing advances in one tend to benefit the other.

Machine Clothing is the Company’s long-established core business and primary generator of cash. While the paper and paperboard industry in our traditional geographic markets has suffered from well-documented overcapacity in publication grades, especially newsprint, the industry is still expected to grow 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 these 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, and manufacturing technology. Although we consider the market for Machine Clothing as having flat growth potential, the business 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, and competing vigorously by using our differentiated products and services to reduce our customers’ total cost of operation and improve their paper quality.

We believe that AEC provides the greatest growth potential, both near and long term, for our Company. Our strategy is to grow organically by focusing our proprietary technology on high-value aerospace and defense applications that cannot be served effectively by conventional composites. AEC (including Albany Safran Composites, LLC (“ASC”), in which our customer SAFRAN Group owns a 10% noncontrolling interest) supplies a number of customers in the aerospace industry. AEC’s largest aerospace customer is the SAFRAN Group. Through ASC, AEC develops and sells 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 and otherwise) is also developing other new and potentially significant composite products for aerospace (engine and airframe) applications.

Consolidated Results of Operations

Net sales

The following table summarizes our net sales by business segment:

   (in thousands, except percentages)
          
Years ended December 31,   2013    2012    2011 
Machine Clothing  $674,747   $693,176   $739,211 
Engineered Composites  82,667    67,765    48,076 
Total  $757,414   $760,941   $787,287 
% change   -0.5%   -3.3%     

 

22
 

2013 vs. 2012

·Changes in currency translation rates had the effect of increasing net sales by $1.6 million during 2013 as compared to 2012.
·Excluding the effect of changes in currency translation rates:
§Net sales were down 0.7% compared to 2012.
§Net sales in MC decreased 2.9%.
§Net sales in Engineered Composites increased 22.0%.

 

·2012 included a change in contract terms with a North American MC customer that increased sales by $8.0 million.

 

2012 vs. 2011

·Changes in currency translation rates had the effect of decreasing net sales by $15.4 million during 2012 as compared to 2011.
·Excluding the effect of changes in currency translation rates:
§Net sales decreased 1.4% as compared to 2011.
§Net sales in MC decreased 4.1%.
§Net sales in Engineered Composites increased 41.0%.

 

·Compared to 2011, 2012 MC sales in Western Europe declined approximately 15% due to economic weakness and customer overcapacity.

Backlog

Backlog in the Machine Clothing segment was $225.6 million at December 31, 2013, compared to $266.8 million at December 31, 2012. The decrease reflects a trend toward shorter order-to-delivery times. Backlog in the Engineered Composites segment was $21.7 million at December 31, 2013 compared to $33.2 million at December 31, 2012. The backlog is generally expected to be invoiced during the next 12 months.

Gross Profit

The following table summarizes gross profit by business segment:

  (in thousands, except percentages)
 
Years ended December 31, 2013  2012  2011 
Machine Clothing $289,100  $303,801  $317,984 
Engineered Composites 4,799  5,627  507 
Unallocated expenses (3,345) (4,032) (4,325)
Total $290,554  $305,396  $314,166 
% of Net Sales 38.4% 40.1% 39.9%

The decrease in gross profit during 2013 was principally due to the net effect of the following:

·$8.1 million decrease due to lower sales in North America for MC, principally due to the 2012 change in contract terms with a key customer.
23
 
·$6.8 million decrease due to lower gross profit margin in MC resulting from lower sales volume.

 

·AEC 2013 gross margin was negatively affected by inventory write-offs and profitability adjustments associated with legacy programs at the Company’s Boerne, Texas, facility that resulted in gross profit losses of $2.3 million in 2013.

The decrease in gross profit during 2012 was principally due to the net effect of the following:

·$5.9 million increase due to higher gross profit margin in MC resulting from high plant utilization in the Americas, favorable geographic sales mix, and the cumulative effect of restructuring initiatives.
·$19.8 million decrease due to lower sales in MC, principally in Western Europe.
·An increase of $5.1 million in Engineered Composites, principally due to higher sales related to the LEAP program.

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

The following table summarizes STG&R by business segment:

  (in thousands, except percentages)
 
Years ended December 31, 2013  2012  2011 
Machine Clothing $127,835  $132,542  $135,545 
Engineered Composites 7,233  6,467  4,654 
Research 30,220  27,616  29,007 
Unallocated expenses 48,067  56,111  61,035 
Total $213,355  $222,736  $230,241 
% of Net Sales 28.2% 29.3% 29.2%

STG&R expenses for 2013 decreased $9.4 million in comparison with 2012, principally due to the net effect of the following:

·A gain on the sale of a former manufacturing facility in Australia reduced 2013 expenses by $3.8 million.

 

·Revaluation of nonfunctional currency assets and liabilities resulted in losses of $0.3 million during 2013 and losses of $1.6 million in 2012.

 

·U.S. pension expense decreased by $1.7 million principally due to the settlement in 2012 of certain pension plan liabilities.

 

STG&R expenses for 2012 decreased $7.5 million in comparison with 2011, principally due to the net effect of the following:

·Currency translation decreased STG&R by $7.1 million as compared to 2011.
·Revaluation of nonfunctional currency assets and liabilities resulted in losses of $1.6 million in 2012 and gains of $2.7 million in 2011.
·Pension expense decreased by $3.4 million as a result of settlement of certain pension plan liabilities.
24
 
·We completed our global SAP implementation in 2011. Implementation charges in 2011 were $2.9 million. No similar expense was incurred in 2012.

Pension Plan

In 2012, we took actions to settle certain pension plan liabilities in the U.S., Canada, and Sweden leading to charges totaling $119.7 million, which were included in Unallocated Expenses. In the first quarter of 2012, we recorded a settlement charge of $9.2 million related to the extinguishment of our pension plan liability in Sweden. In the second quarter of 2012, we recorded settlement charges totaling $110.6 million related to settling a majority of the defined benefit pension plan liabilities in the United States and Canada. No similar charges were incurred in 2013 or 2011.

Restructuring

In addition to the items discussed above affecting gross profit, STG&R, and pension settlement charges, operating income/(loss) was affected by restructuring costs of $25.1 million in 2013, $7.1 million in 2012, and $1.3 million in 2011.

The following table summarizes restructuring expense by business segment:

   (in thousands)
      
Years ended December 31,  2013   2012   2011 
Machine Clothing  $24,568   $7,386   $5,680 
Engineered Composites  540   -   57 
Unallocated expenses  -   (325)  3,580 
Total  $25,108   $7,061   $9,317 

During the second quarter of 2013, the Company commenced a program to restructure operations at the Company’s Machine Clothing production facilities in France. The restructuring, when completed, will have reduced employment by approximately 200 positions at these locations. As of December 31, 2013, approximately 150 positions had been eliminated.

 

Under the terms of the restructuring plan, the Company provides training, outplacement and other benefits, the costs of which are recorded as restructuring when they are incurred. In 2013, the Company recorded a curtailment gain of $1.1 million related to the elimination of pension accruals, which reduced net restructuring expense as reflected in the above table. Such curtailment gains are recorded as employees terminate employment and, accordingly, we expect to record additional curtailment gains in 2014. The total amount of such gains has not yet been determined, but will be less than the 2013 gain. Remaining costs for this program, net of curtailment gains, are expected to be between $3 to $5 million, most of which we expect to be incurred in 2014. We expect the annual cost savings associated with this restructuring to be approximately $10 million. Whereas most of the affected employees were involved in the production process, the full effect of the cost savings associated with this restructuring program will not be full realized until mid-2014.

 

During 2013, the Company incurred some restructuring costs in the Engineered Composites segment that were related to organizational changes and exiting certain aerospace programs.

 

25
 

Restructuring expenses in 2012 were principally due to a reduction in workforce in Sweden and curtailment of manufacturing in New York and Wisconsin, driven by lower demand for paper machine clothing. Those costs were partially offset by a reduction in accruals related to the Company’s headquarters.

Restructuring expenses for 2011 were the result of restructuring and performance improvement plans affecting each of our reportable segments, and included actions to reduce costs and to create process efficiencies within administrative functions.

Restructuring actions taken in 2011, 2012 and 2013 have resulted in cost reductions in line with Company expectations, and have helped to maintain or improve gross profit margins, or reduce STG&R expenses. For more information on our restructuring charges, see Note 6 to the Consolidated Financial Statements in Item 8, which is incorporated herein by reference.

Operating Income/(loss)

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

   (in thousands)
      
Years ended December 31,  2013   2012   2011 
Machine Clothing  $136,698   $163,873   $176,759 
Engineered Composites  (2,974)  (840)  (4,204)
Research expenses  (30,220)  (27,616)  (23,000)
Unallocated expenses-pension settlement  -   (119,735)  - 
Unallocated expenses-other  (51,413)  (60,818)  (74,947)
Total  $52,091   ($45,136)  $74,608 

Other Earnings Items

   (in thousands)
      
Years ended December 31,  2013   2012   2011 
Interest expense, net  $13,759   $16,601   $18,121 
Other expense/(income), net  7,256   7,629   2,639 
Income tax expense/(benefit)  13,372   (27,523)  32,582 
(Loss)/income from discontinued operations, net of tax  (46)  71,820   13,672 
Net income attributable to the noncontrolling interest  141   -   - 

 

Interest Expense, net

Interest expense, net, decreased $2.8 million in 2013, of which $2.0 million was due to lower interest rates, and the remainder due to lower average debt. Interest expense, net declined $1.5 million in 2012 principally due to a decline in net debt. See the Capital Resources section below for further discussion of borrowings and interest rates.

26
 

Other Expense/(income), net

Other expense/(income), net included the following:

·Foreign currency revaluations of cash and intercompany balances resulted in losses of $5.2 million in 2013, $5.7 million in 2012, and gains of $0.1 million in 2011. The revaluation effects were principally due to the euro’s relative strength against the U.S. dollar, Canadian dollar, Australian dollar, and Japanese yen.
·Bank fees and amortization of debt issuance costs were $1.5 million, $2.4 million, and $1.8 million in 2013, 2012, and 2011, respectively.
·Fees for a letter-of-credit (LOC) were $0.0 million, $1.0 million, and $1.5 million in 2013, 2012, and 2011, respectively. The fees were associated with an LOC required by the Canadian government for tax contingencies that were resolved in 2012.
·In July 2013, the Company’s manufacturing facility in Germany was damaged by severe weather. The Company expensed the remaining book value of the damaged property, but that value was minimal. We have filed an insurance claim, but the final amount that the Company will recover has not been determined. We expect to record a gain for this involuntary conversion when the insurance claim is settled, but the amount of the gain cannot presently be determined.

Income Taxes

The Company has operations which constitute a taxable presence in 19 countries outside of the United States. All of these countries except one had income tax rates that were lower than the United States federal tax rate of 35% during the periods reported. The jurisdictional location of earnings is a significant component of our effective tax rate each year, and therefore on our overall income tax expense.

The Company’s effective tax rate for fiscal years 2013, 2012, and 2011 was 43.0%, 40.3%, and 60.5%, 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 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 given year but are not consistent from year to year.

Significant items that impacted the 2013 tax rate included the following (percentages reflect the effect of each item as a percentage of income before income taxes):

A discrete charge of $1.8 million (5.7%) related to the settlement of a competent authority claim with U.S. and France.

 

A discrete tax benefit of $3.7 million (12.0%) related to the release of a valuation allowance on deferred tax assets.

 

A $0.1 million (0.6%) net tax benefit related to other discrete items.

 

A net tax rate increase of 0.2% was recognized in 2013 from rate differences between non-U.S. and U.S. jurisdictions. Lesser earnings in jurisdictions where tax rates differ substantially from the U.S. tax rate coupled with lower tax benefits on non-U.S. restructuring charges contributed to the net tax rate increase.

 

The income tax rate on continuing operations, excluding discrete items, was 49%.
27
 

Significant items that impacted the 2012 tax rate included the following:

·A $39.5 million (57.7%) discrete income tax benefit related to pension settlements in the U.S., Canada and Sweden.
·A discrete tax benefit of $7.1 million (10.3%) related to the settlement of a tax audit in Canada.
·A $0.8 million (1.1%) net tax benefit related to other discrete items.
·A net tax rate reduction of 1.7% was recognized in 2012 from rate differences between non-U.S. and U.S. jurisdictions. The tax rate benefit from earnings in Switzerland and Brazil that are taxed at lower rates was offset by pension settlement and restructuring charges recognized outside the U.S. that resulted in a lower tax benefit, as compared to the benefit calculated using the U.S. notional tax rate of 35%.
·The income tax rate on continuing operations, excluding discrete items, was 39%.

Significant items that impacted the 2011 tax rate included the following:

·$22.8 million (42.1%) of expense for valuation allowances, principally in Germany, that resulted from the Company’s sale of Albany Door Systems.
·A favorable tax adjustment of $3.5 million (6.4%) to correct errors from periods prior to 2006. (The Company does not believe that the corrected item was material to 2011 or any of the previously reported quarterly or annual financial statements. As a result, the Company has not restated its previously issued financial statements.)
·A $3.3 million (6.2%) reduction in expense resulting from a change in the applicable tax regime in Mexico.
·A $1.2 million (2.2%) net tax benefit related to the settlement of certain audits and other discrete tax matters.
·A net tax rate reduction of 14.3% was recognized from rate differences between non-U.S. and U.S. jurisdictions. Earnings in Switzerland and Brazil, where tax rates are lower than the U.S. notional rate of 35%, contributed to the majority of the reduction noted. U.S. tax costs on foreign earnings and foreign withholdings offset the tax rate benefits gained from operating in low tax jurisdictions by 12.8%.
·The income tax rate on continuing operations, excluding discrete items, was 33%.

Income from Discontinued Operations

In October, 2011 we entered into a contract to sell the assets and liabilities of our Albany Door Systems (ADS) business to Assa Abloy AB for $130 million. Closing on the transaction occurred on January 11, 2012 Under the terms of the contract, Assa Abloy AB acquired our equity ownership of Albany Doors Systems GmbH in Germany, Albany Door Systems AB in Sweden, and other ADS affiliates in Germany, France, the Netherlands, Turkey, Poland, Belgium, New Zealand, and other countries, as well as the remaining ADS business assets, most of which were located in the United States, Australia, China, and Italy. In January 2012, the Company completed the sale of Albany Door Systems, and in March 2012, we finalized certain post-closing adjustments that increased the sale price by $5 million. As of December 31, 2012, $122 million of the total $135 million sale price had been received, with the remainder received in July 2013.

28
 

In May 2012, we announced an agreement to sell our PrimaLoft Products business and that transaction closed on June 29, 2012. Under the terms of the agreement, the purchaser acquired all of the assets of that business, which were located in the United States, Italy and Germany. The purchase price of $38.0 million included $3.8 million held in escrow accounts, and which was received in 2013. The Company recorded a pre-tax gain of $34.9 million as result of that sale.

We provided customary representations and warranties in the sale of both of these businesses, but we do not expect any material negative financial consequence will result from these arrangements. In accordance with the applicable accounting guidance for discontinued businesses, the associated results of operations and financial position are reported separately in the accompanying Consolidated Statements of Income and Balance Sheets. Cash flows of the discontinued operation were combined with cash flows from continuing operations in the Consolidated Statements of Cash Flows.

Segment Results of Operations

Machine Clothing Segment

Business Environment and Trends

 

Machine Clothing is our primary business segment and accounted for 89% of our consolidated revenues during 2013. Machine clothing is 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% over the next five years, driven primarily by secular demand increases in Asia and South America, with stabilization in the mature markets of Europe and North America.

Shifting demand for paper, across different paper grades as well as across geographical regions, continues to drive the elimination of papermaking capacity in areas with significant established capacity, primarily in the mature markets of Europe and North America. At the same time, the newest, most efficient machines were being installed in areas of growing demand, including Asia and South America generally, as well as tissue and towel paper grades in all regions. 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 Machine Clothing manufacturing capacity in the United States, Canada, Germany, Finland, France, the Netherlands, Sweden, and Australia.

29
 

Review of Operations

  (in thousands, except percentages)
 
Years ended December 31, 2013  2012  2011 
Net sales $674,747  $693,176  $739,211 
% change from prior year -2.7% -6.2% 5.4%
Gross profit 289,100  303,801  317,984 
% of net sales 42.8% 43.8% 43.0%
Operating income 136,698  163,873  176,759 

Net Sales

2013 vs. 2012

·Changes in currency translation rates had the effect of increasing net sales by $1.6 million during 2013 as compared to 2012.
·Excluding the effect of changes in currency translation rates, 2013 sales decreased 2.9% as compared to 2012. The decrease principally resulted from a change in contract terms with a North American MC customer that increased 2012 sales by $8.0 million, and from lower 2013 sales in Asia resulting from very strong sales in the first half of 2012.

 

2012 vs. 2011

·Changes in currency translation rates had the effect of decreasing 2012 sales by $15.4 million.
·Excluding the effect of changes in currency translation rates, 2012 sales decreased 4.1% as compared to 2011.
·The decrease in 2012 sales was principally due to a decline of approximately 15% in Western Europe due to economic weakness and customer overcapacity.
·Sales remained relatively stable in the Americas and China.

Gross Profit

The decrease in 2013 gross profit was principally due to the net effect of the following:

·$8.1 million decrease due to lower sales.
·$6.8 million decrease due to lower gross profit margin, resulting from lower sales volume.

The decrease in 2012 gross profit was principally due to the net effect of the following:

·$5.9 million increase due to higher gross profit margin, resulting from high plant utilization in the Americas, favorable geographic sales mix, and the cumulative effect of restructuring initiatives.
·$19.8 million decrease due to lower sales, principally in Western Europe.
30
 

Operating Income/(loss)

The decrease in 2013 operating income was principally due to the net effect of the following:

·Restructuring charges of $24.6 million in 2013 compared to $7.4 million in 2012.

 

·Lower gross profit, as described above.

 

·Revaluation of nonfunctional currency assets and liabilities resulted in losses of $0.3 million in 2013 compared to $1.6 million in 2012.

The decrease in 2012 operating income was principally due to the net effect of the following:

·Lower gross profit, as described above.
·Revaluation of nonfunctional currency assets and liabilities resulted in losses of $1.6 million in 2012 compared to gains of $1.7 million in 2011.

 

Engineered Composites Segment

Business Environment and Trends

 

The Albany Engineered Composites segment (AEC), including Albany Safran Composites, LLC (ASC), in which our customer SAFRAN Group owns a 10 percent noncontrolling interest, provides custom-designed advanced composite structures based on proprietary technology to customers in the aerospace and defense industries. AEC’s largest current development program relates to the LEAP engine being developed by CFM International. Under this program, AEC, through ASC, is developing a family of composite parts, including fan blades, to be incorporated into the LEAP engine. In 2013, approximately 10 percent of this segment’s sales were related to U.S. government contracts or programs.

Review of Operations

  (in thousands, except percentages)
 
Years ended December 31, 2013  2012  2011 
Net sales $82,667  $67,765  $48,076 
% change from prior year 22.0% 41.0% 14.8%
Gross profit 4,799  5,627  507 
% of net sales 5.8% 8.3% 1.1%
Operating income/(loss) (2,974) (840) (4,204)

Net Sales

·The increase in 2013 sales over 2012 was principally due to LEAP program activities. The majority of revenue recognized for the LEAP program was earned under a cost plus fixed fee arrangement.
·The increase in 2012 sales over 2011 was principally due to LEAP program activities.
·AEC uses the percentage of completion method for long-term fixed price contracts. Revenue recognized for these contracts amounted to $10.4 million in 2013, $19.6 million in 2012, and $22.2 million in 2011. The decrease in 2013 reflects a lower amount of LEAP program revenue generated by fixed price contracts.
31
 

Gross Profit

2013 vs. 2012

·AEC gross profit for 2013 was negatively affected by inventory write-offs and lower profitability associated with legacy programs at the Company’s Boerne, Texas facility that resulted in gross profit losses of $2.3 million in 2013. Those losses were partially offset by increased revenue associated with the LEAP program.

2012 vs. 2011

The increase in 2012 gross profit included the following:

·A $4.2 million increase due to higher sales related to the LEAP program.
·Ongoing improvements in the manufacturing processes also contributed to an increase in gross profit.

Long-term contracts

In the accounting for long-term fixed price 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. The table below provides a summary of long-term contracts that were in process at the end of each year.

  (in thousands)
    
            
As of December 31,  2013   2012   2011  
Total value of contracts in process  $9,690  $37,937   $37,127  
Revenue recognized to date   7,776     26,319     18,456  
Revenue to be recognized in future periods   1,914     11,618     18,671  

Operating Income/(loss)

2013 operating income/(loss) decreased principally due to the decrease in gross profit as described above.

2012 operating income/(loss) improved principally due to the increase in gross profit as described above.

 

32
 

Liquidity and Capital Resources

Cash Flow Summary

   (in thousands)
For the years ended December 31,  2013  2012  2011
Net income  $17,658   $30,977   $34,938 
 Depreciation and amortization  63,789   63,235   66,385 
 Changes in working capital  (1,511)  34,085   (1,086)
 Gain on disposition of assets  (3,763)  (92,457)  (1,022)
 Changes in long-term liabilities, deferred taxes and other credits  (12,261)  (123,887)  237 
 Write-off of pension liability adjustment  -   118,350   - 
 Other operating items  (1,281)  4,204   5,817 
Net cash provided by operating activities  62,631   34,507   105,269 
Net cash provided by/(used in) investing activities  (41,392)  113,447   (25,820)
Net cash provided by/(used in) financing activities  3,865   (76,064)  (65,923)
Effect of exchange rate changes on cash flows  6,844   (81)  (3,373)
Increase in cash and cash equivalents  31,948   71,809   10,153 
Change in cash balances of discontinued operations  -   -   (9,169)
Cash and cash equivalents at beginning of year  190,718   118,909   117,925 
Cash and cash equivalents at end of year  $222,666   $190,718   $118,909 

Operating activities

Cash provided by operating activities was $62.6 million in 2013 compared to $34.5 million for 2012. Cash flow in 2012 was heavily influenced by contributions to pension plans, which is included in changes in long-term liabilities, deferred taxes and other credits in the above table. As part of the Company’s plan to fund or settle part of our pension liabilities in the U.S., Canada, and Sweden, $30 million of cash was used to settle Swedish pension liabilities and we contributed $68 million to pension plans in the United States and Canada as part of settling more than half of those pension liabilities. As a result of the settlement activities, we recorded total settlement expense of $119.7 million in 2012, which included the write-off of $118.4 million of deferred pension

charges that were previously recorded in Other comprehensive income. Changes in working capital used cash flow of $1.5 million in 2013, compared to cash flow generation of $34.1 million in 2012, principally resulting from higher payments for income taxes offset by a decrease in Accounts receivable of $8.9 million and an increase in Inventories of $5.7 million. Cash paid for income taxes was $29.4 million, $15.1 million, and $13.7 million in 2013, 2012 and 2011, respectively. Cash paid for restructuring was $22.4 million, $9.7 million, and $2.7 million in 2013, 2012 and 2011, respectively.

At December 31, 2013, the Company had $222.7 million of cash and cash equivalents, of which $177.7 million was held by subsidiaries outside of the United States. As disclosed in Note 8 of the Notes to Consolidated Financial Statements in Item 8, which is incorporated herein by reference, we determined that all but $11.8 million of this amount (which represents the amount of cumulative earnings expected to be repatriated to the United States at some point in the future) is intended to be utilized by these non-U.S. operations for an indefinite period of time. 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 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.

33
 

Investing Activities

Total capital expenditures for continuing operations, including purchased software, were $64.4 million in 2013, compared to $37.2 million in 2012, and $27.4 million in 2011, respectively. The increase in 2013 reflects investments in the Engineered Composites segment, for which capital expenditures were $36.9 million in 2013, compared to $19.0 million in 2012, and $9.7 million in 2011, respectively. We currently expect average annual capital spending, for the entire Company, to be $60-$75 million in 2014, an average of $55-$65 million in 2015-2016, then growing to an average of $70 million for the balance of the decade. During 2013, the Company completed the sale of its production facility in Gosford, Australia, resulting in net proceeds of $6.3 million.

In January 2012, the Company completed the sale of Albany Door Systems, and in March 2012, we finalized certain post-closing adjustments that increased the sale price by $5 million. As of December 31, 2012, $122 million of the total $135 million sale price had been received, and the remaining $13.0 million was received in July 2013. During Q2 2012, the Company completed the sale of PrimaLoft Products business. Of the $38 million sale price, $34 million was received in June, with the remainder received in December 2013.

Financing Activities

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 remains free to 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. AEC contributed to ASC its existing assets and operations currently dedicated to the development and production of LEAP components, and Safran contributed $28 million in cash.

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. The dividend declared in the fourth quarter of 2012 was also paid during that quarter which resulted in five dividend payments during 2012 and three dividend payments in 2013. Cash dividends paid were $13.9 million, $21.3 million, and $15.6 million, in 2013, 2012, and 2011, respectively. 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 December 31, 2013 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 December 31, 2013.

On March 26, 2013, we entered into a $330 million, unsecured Five-Year Revolving Credit Facility Agreement (“Credit Agreement”), under which $200 million of borrowings were outstanding as of December 31, 2013. The Credit Agreement replaced the previous $390 million five-year Credit Agreement made in 2010. The applicable interest rate for borrowings under the Credit Agreement, as well as under the former agreement, is LIBOR plus a spread, based on our leverage ratio at the time of borrowing. At the time of the last borrowing on December 23, 2013, the spread was 1.375%. The spread is based on a pricing grid, which ranges from 1.25% to 1.875%, based on our leverage ratio. The Company also amended its note agreement with Prudential to

34
 

substantially conform the financial and other covenants to the Credit Agreement. The total cost for the amendments was $1.6 million. For more information on our borrowings, see Note 14 to the Consolidated Financial Statements in Item 8, which is incorporated herein by reference.

On July 16, 2010, we entered into interest rate hedging transactions that have the effect of fixing the LIBOR portion of the effective interest rate (before addition of the spread) on $105 million of the indebtedness drawn under the Credit Agreement at the rate of 2.04% until July 16, 2015. Under the terms of these transactions, we pay the fixed rate of 2.04% and the counterparties pay a floating rate based on the three-month LIBOR rate at each quarterly calculation date, which on October 16, 2013 was 0.25%. The net effect is to fix the effective interest rate on $105 million of indebtedness at 2.04%, plus the applicable spread, until these swap agreements expire. On December 31, 2013, the all-in rate on the $105 million of debt was 3.415%.

On May 20, 2013, we entered into interest rate hedging transactions for the period July 16, 2015 through March 16, 2018. These transactions have the effect of fixing the LIBOR portion of the effective interest rate (before addition of the spread) on $110 million of indebtedness drawn under the Credit Agreement at the rate of 1.414% during this period. Under the terms of these transactions, we pay the fixed rate of 1.414% and the counterparties pay a floating rate based on the one-month LIBOR rate at each monthly calculation date, which on December 31, 2013 was 0.17%. The net effect is to fix the effective interest rate on $110 million of indebtedness at 1.414%, plus the applicable spread, during the swap period. As of December 31, 2013, our leverage ratio was 1.78 to 1.00 and our interest coverage ratio was 8.85 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 the acquisition.

These interest rate swaps are accounted for as hedges of future cash flows. For more information on our interest rate swaps, see Note 14 to the Consolidated Financial Statements in item 8, which is incorporated herein by reference.

Off-Balance Sheet Arrangements

As of December 31, 2013, we have no off-balance sheet arrangements required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.

Contractual Obligations

As of December 31, 2013, we have the following cash flow obligations:

     Payments Due by Period
     Less than    One to three    Three to    After  
 (in millions)    Total    one year    years    five years    five years  
 Total debt   $304.5 $4.5 $50.0 $250.0 $-
 Interest payments (a)    39.5  12.1  19.0  8.4  -
 Pension plan contributions (b)    6.4  6.4  -  -  -
 Other postretirement benefits (c)    61.1  5.1  9.5  8.8  37.7
 Restructuring accruals    9.7  9.7  -  -  -
 Other noncurrent liabilities (d)    -  -  -  -  -
 Operating leases    10.5  4.4  4.1  0.6  1.4
 Totals $431.7 $42.2 $82.6 $267.8 $39.1

35
 

(a)The terms of variable-rate debt arrangements, including interest rates and maturities, are included in Note 14 of Notes to Consolidated Financial Statements. The interest payments are based on the assumption that we maintain $200.0 million of variable rate debt until the March 2013 credit agreement matures on March 26, 2018, and the rate as of December 31, 2013 (2.53%) continues until July 16, 2015, then continues at 2.23% until maturity. Both rates include the effects of interest rate hedging transactions.
(b)We estimate that our 2014 contributions to defined benefit pension plans and pension benefits to be paid directly by the company to be $6.4 million. However, that estimate is subject to revision based on many factors. The amount of contributions after 2014 is subject to many variables, including return of pension plan assets, interest rates, and tax and employee benefit laws. Therefore, contributions beyond 2014 are not included in this schedule.
(c)Estimated cash outflow for other postretirement benefits is consistent with the expected benefit payments as presented in Note 5 of Notes to Consolidated Financial Statements in Item 8.
(d)Estimated payments for deferred compensation, taxes, and other noncurrent liabilities are not included in this table due to the uncertain timing of the ultimate cash settlement. Also, this table does not reflect unrecognized tax benefits of $12.5 million, the timing of which is uncertain. Refer to Note 8 of the Consolidated Financial Statements in Item 8, which is incorporated herein by reference, for additional discussion on unrecognized tax benefits.

The foregoing table should not be deemed to represent all of our future cash requirements, which will vary based on our future needs. While the cash required to satisfy the obligations set forth in the table is reasonably determinable in advance, many other cash needs, such as raw materials costs, payroll, and taxes, are dependent on future events and are harder to predict. In addition, while the contingencies described in Note 17 of Notes to Consolidated Financial Statements are not currently anticipated to have a material adverse effect on our Company, there can be no assurance that this may not change. Subject to the foregoing, we currently expect that cash from operations and the other sources of liquidity described above will be sufficient to enable us to meet the foregoing cash obligations, as well as to meet our other cash requirements.

Recent Accounting Pronouncements

The information set forth above may be found under Item 8. Financial Statements and Supplementary Data, Note 1, which is incorporated herein by reference.

Critical Accounting Estimates

For the discussion on our accounting policies, see Item 8. Financial Statements and Supplementary Data, Note 1, which is incorporated herein by reference. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make assumptions and estimates that directly affect the amounts reported in the Consolidated Financial Statements. Each of these assumptions is subject to uncertainties and changes in those assumptions or judgments can affect our results of operations. In addition to the accounting policies stated in Item 8. Financial Statements and Supplementary Data, Note 1, financial statement amounts and disclosures are significantly influenced by market factors, judgments and estimates as described below.

Revenue Recognition

A significant portion of AEC’s revenue is derived from fixed price contracts that are accounted for using the percentage of completion method. For these 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, depending on the type of contract. Changes in estimated contract profitability will affect revenue and gross profit when

36
 

the change occurs, which could have a significant favorable or unfavorable effect on revenue and gross profit in any reporting period. The Engineered Composites segment has some long-term aerospace contracts under which there are two phases: a phase during which the production part is designed and tested, and a phase of supplying production parts. Certain costs are capitalized during the first phase, such as costs for engineering, equipment, and inventory, where recovery is probable. Revenue will be recognized during the second phase using a percentage of completion method. Accumulated capitalized costs are written-off when those costs are determined to be unrecoverable. Also, refer to information under Long-term Contracts in Item 7 Management’s Discussion and Analysis of this Form 10-K, which is incorporated herein by reference.

Health Care Liabilities

The Company is self-insured for some employee and business risks, including health care and workers’ compensation programs in the United States. Losses under all of these programs are accrued based on estimates of the ultimate liability for claims reported and an estimate of claims incurred but not reported, with assistance from third-party actuaries and service providers. However, these liabilities are difficult to assess and estimate due to unknown factors, including the severity of an illness or injury and the number of incidents not reported. The accruals are based upon known facts and historical trends, and management believes such accruals to be adequate. If actual results significantly differ from estimates used to calculate the liability, the Company’s financial condition, results of operations and cash flows could be materially impacted by losses under these programs, as well as higher stop-loss premiums in future periods.

Pension and Postretirement Liabilities

The Company has pension and postretirement benefit costs and liabilities that are developed from actuarial valuations. Inherent in these valuations are key assumptions, including discount rates and expected return on plan assets, which are updated on an annual basis. As of December 31, 2013, net liabilities under our defined benefit pension plans exceeded plan assets by $35.9 million, of which $24.5 million was for plans outside of the U.S. Additionally, at December 31, 2013 postretirement liabilities totaled $61.1 million, substantially all of which related to our U.S plan. As of December 31, 2013, we have unrecognized net losses of $74.8 million for pension plans, and an unrecognized net gain of $3.2 million for postretirement benefit plans that will be amortized in future periods. The unrecognized net loss in pension plans is primarily attributable to past changes in interest rates and unfavorable investment returns in 2008.

We are required to consider current market conditions, including changes in interest rates, in making these assumptions. We anticipate 2014 employer contributions and direct employment payments of $6.4 million for pension plans and $5.1 million for postretirement benefit plans. Changes in the related pension and postretirement benefit costs or credits may occur in the future due to changes in the assumptions. The amount of annual pension plan funding and annual expense is subject to many variables, including the investment return on pension plan assets and interest rates, and actual contributions could vary significantly. Assumptions used for determining pension plan liabilities and expenses are evaluated and updated at least annually.

Contingencies

We have contingent liabilities for litigation, claims, and assessments that result from the ordinary course of business. These matters are more fully described in Note 17 of the Consolidated Financial Statements in Item 8.

37
 

Financial Assets and Liabilities

We have certain financial assets and liabilities that are measured at fair value on a recurring basis, in accordance with the applicable accounting guidance. Fair values are based on assumptions that market participants would use in pricing an asset or liability, which include review of observable inputs, market quotes, and assumptions of expected cash flows. In certain cases this determination of value may require some level of valuation analysis, interpretation of information, and judgment. As these key observable inputs and assumptions change in future periods, the Company will update its valuation to reflect market conditions.

We may enter into hedging transactions from time to time in order to mitigate volatility in cash flows, which can be caused by changes in currency exchange rates. To qualify for hedge accounting under the applicable accounting guidance, the hedging relationship between the hedging instrument and the hedged item must be effective in achieving the offset of changes that are attributable to the hedged risk, both at the inception of the hedge and on a continuing basis until maturity or settlement of the hedging instrument. Hedge effectiveness, which would be tested by the Company periodically, is dependent upon market factors and changes in currency exchange rates, which are unpredictable. In the event that the hedged item falls below the hedging instrument, any gains or losses related to the ineffective portion of the hedge will be recognized in the current period in earnings.

Non-GAAP Measures

This Form 10-K contains certain items, such as earnings before interest, taxes, depreciation and amortization (EBITDA), Adjusted EBITDA, sales excluding currency effects, income tax rate exclusive of income tax adjustments, net debt, and certain income and expense items on a per share basis that could be considered non-GAAP financial measures. Such items are provided because management believes that, when presented together with the GAAP items to which they relate, they provide additional useful information to investors regarding the Company’s operational performance. Presenting increases or decreases in sales, after currency effects are excluded, can give management and investors insight into underlying sales trends. An understanding of the impact in a particular quarter of specific restructuring costs, or other gains and losses, on operating income or EBITDA can give management and investors additional insight into quarterly performance, especially when compared to quarters in which such items had a greater or lesser effect, or no effect. All non-GAAP financial measures in this release relate to the Company’s continuing operations.

The effect of changes in currency translation rates is calculated by converting amounts reported in local currencies into U.S. dollars at the exchange rate of a prior period. That amount is then compared to the U.S. dollar amount reported in the current period. The Company calculates Income tax adjustments by adding discrete tax items to the effect of a change in tax rate for the reporting period. The Company calculates its Income tax rate, exclusive of Income tax adjustments, by removing Income tax adjustments from total Income tax expense, then dividing that result by Income before tax. The Company calculates EBITDA by removing the following from Net income: Interest expense net, Income taxes, Depreciation and Amortization, and Income or loss from Discontinued Operations. Adjusted EBITDA is calculated by adding to EBITDA, costs associated with restructuring and pension settlement charges, adding or subtracting revaluation losses or gains, subtracting building sale gains, and subtracting Income attributable to the noncontrolling interest. The Company believes that EBITDA and Adjusted EBITDA provide useful information to investors because they provide an indication of the strength and performance of the Company’s ongoing business operations, including its ability to fund discretionary spending such as capital expenditures and strategic investments, as well as its ability to incur and service debt. While depreciation and amortization are operating costs under GAAP, they are non-cash expenses equal to current period allocation of costs associated with capital and other long-lived investments made in prior periods. While restructuring expenses, foreign currency revaluation losses or gains, pension settlement charges, and building sale gains have an impact on the Company’s net income, removing

38
 

them from EBITDA can provide, in the opinion of the Company, a better measure of operating performance. EBITDA is also a calculation commonly used by investors and analysts to evaluate and compare the periodic and future operating performance and value of companies. EBITDA, as defined by the Company, may not be similar to EBITDA measures of other companies. Such EBITDA measures may not be 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.

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

  (in thousands)
 
Years ended December 31, 2013  2012  2011 
Net income $17,658  $30,977  $34,938 
Loss/(income) from discontinued operations 46  (71,820) (13,672)
Interest expense, net 13,759  16,601  18,121 
Income tax expense/(benefit) 13,372  (27,523) 32,582 
Depreciation and amortization 63,789  63,067  63,812 
EBITDA 108,624  11,302  135,781 
Restructuring and other, net 25,108  7,061  9,317 
Foreign currency revaluation losses/(gains) 5,567  7,350  (2,761)
Gain on sale of former manufacturing facilities (3,763) -  (1,008)
Pension settlement expense    119,735  - 
Income attibutable to noncontrolling interest in ASC (141) -  - 
Adjusted EBITDA $135,395  $145,448  $141,329 

  (in thousands)
 
Year ended December 31, 2013 Machine Clothing  AEC  Research and Unallocated  Total Company 
Net income $136,698  ($2,974) ($116,066) $17,658 
Loss from discontinued operations -  -  46  46 
Interest expense, net -  -  13,759  13,759 
Income tax expense -  -  13,372  13,372 
Depreciation and amortization 45,237  7,640  10,912  63,789 
EBITDA 181,935  4,666  (77,977) 108,624 
Restructuring and other, net 24,568  540  -  25,108 
Foreign currency revaluation losses 295  41  5,231  5,567 
Gain on sale of former manufacturing facilities -  -  (3,763) (3,763)
Income attributable to noncontrolling interest in ASC -  (141) -  (141)
Adjusted EBITDA $206,798  $5,106  ($76,509) $135,395 

39
 

  (in thousands)
 
Year ended December 31, 2012 Machine Clothing  AEC  Research and Unallocated  Total Company 
Net income $163,873  ($840) ($132,056) $30,977 
Income from discontinued operations       (71,820) (71,820)
Interest expense, net -  -  16,601  16,601 
Income tax benefit -  -  (27,523) (27,523)
Depreciation and amortization 46,843  5,920  10,304  63,067 
EBITDA 210,716  5,080  (204,494) 11,302 
Restructuring and other, net 7,386  -  (325) 7,061 
Foreign currency revaluation losses 1,633  2  5,715  7,350 
Pension plan settlement charges -  -  119,735  119,735 
Income attributable to noncontrolling interest in ASC -  -  -  - 
Adjusted EBITDA $219,735  $5,082  ($79,369) $145,448 

  (in thousands)
 
Year ended December 31, 2011 Machine Clothing  AEC  Research and Unallocated  Total Company 
Net income $176,759  ($4,204) ($137,617) $34,938 
Income from discontinued operations       (13,672) (13,672)
Interest expense, net -  -  18,121  18,121 
Income tax expense -  -  32,582  32,582 
Depreciation and amortization 48,181  4,959  10,672  63,812 
EBITDA 224,940  755  (89,914) 135,781 
Restructuring and other, net 5,680  57  3,580  9,317 
Foreign currency revaluation gains (2,685) 1  (77) (2,761)
Gain on sale of former manufacturing facilities -  -  (1,008) (1,008)
Income attributable to noncontrolling interest in ASC -  -  -  - 
Adjusted EBITDA $227,935  $813  ($87,419) $141,329 

We disclose certain income and expense items on a per share basis. We believe that such disclosures provide important insight into the underlying earnings and are financial performance metrics commonly used by investors. We calculate the per share amount for items included in continuing operations by using the effective tax rate utilized during the applicable reporting period and the weighted average number of shares outstanding for the period.

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

  (in thousands, except per share amounts)
  Pre tax Tax After tax Shares Per Share
Year ended December 31, 2013 Amounts Effect Effect Outstanding Effect
Restructuring and other, net $25,108 $12,253 $12,855  31,649 $0.41
Foreign currency revaluation losses  5,567  2,717  2,850  31,649  0.09
Gain on sale of former manufacturing facility  3,763  1,836  1,927  31,649  0.06
Net favorable discrete tax adjustments  -  1,800  1,800  31,649  0.06
           

40
 

  (in thousands, except per share amounts)
  Pre tax Tax After tax Shares Per Share
Year ended December 31, 2012 Amounts Effect Effect Outstanding Effect
Restructuring and other, net $7,061 $2,718 $4,343  31,356 $0.14
Foreign currency revaluation losses  7,350  2,830  4,520  31,356  0.14
Pension plan settlement charges  119,735  39,460  80,275  31,356  2.56
Net favorable discrete tax adjustments  -  7,833  7,833  31,356  0.25
           

  (in thousands, except per share amounts)
  Pre tax Tax After tax Shares Per Share
Year ended December 31, 2011 Amounts Effect Effect Outstanding Effect
Restructuring and other, net $9,317 $3,084 $6,233  31,262 $0.20
Foreign currency revaluation gains  2,761  914  1,847  31,262  0.06
Gain on sale of buildings  1,008  334  674  31,262  0.02
Net unfavorable discrete tax adjustments  -  14,768  14,768  31,262  0.47
           

The following table contains the calculation of net debt:

(in thousands) December 31,
2013
December 31,
2012
Notes and loans payable  $625   $586 
Current maturities of long-term debt  3,764   83,276 
Long-term debt  300,111   235,877 
Total debt  304,500   319,739 
Cash  222,666   190,718 
Net debt  $81,834   $129,021 

Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have market risk with respect to foreign currency exchange rates and interest rates. The market risk is the potential loss arising from adverse changes in these rates as discussed below.

Foreign Currency Exchange Rate Risk

We have manufacturing plants and sales transactions worldwide and therefore are subject to foreign currency risk. This risk is composed of both potential losses from the translation of foreign currency financial statements and the remeasurement of foreign currency transactions. To manage this risk, we periodically enter into forward exchange contracts either to hedge the net assets of a foreign investment or to provide an economic hedge against future cash flows. The total net assets of non-U.S. operations and long-term intercompany loans denominated in nonfunctional currencies subject to potential loss amount to approximately $589.7 million. The potential loss in fair value resulting from a hypothetical 10% adverse change in quoted foreign currency exchange rates amounts to $59.0 million. Furthermore, related to foreign currency transactions, we have exposure to various nonfunctional currency balances totaling $121.6 million. This amount includes, on an absolute basis, exposures to assets and liabilities held in currencies other than our local entity’s functional currency. On a net basis, we had $52.9 million of foreign currency liabilities as of December 31, 2013. As currency rates change, these nonfunctional currency balances are revalued, and the corresponding adjustment is recorded in the income statement. A hypothetical change of 10% in currency rates could result in an adjustment to the income statement of approximately $5.3 million. Actual results may differ.

41
 

Interest Rate Risk

We are exposed to interest rate fluctuations with respect to our variable rate debt, depending on general economic conditions.

On December 31, 2013, we had the following variable rate debt:

       
(in thousands, except interest rates)      
       
Short-term debt      
       
Notes payable, end of period interest rate of 1.16%     $625
       
Long-term debt      
       
Credit agreement with borrowings outstanding, net of $110 million fixed rate portion, at an end of period interest rate of 1.55% in 2013, due in 2018      95,000
       
Various notes and mortgages relative to operations principally outside the United States, at an average end of period rate of 3.02% in 2013, due in varying amounts through 2014       3,750
       
Total     $99,375

Assuming borrowings were outstanding for an entire year, an increase/decrease of one percentage point in weighted average interest rates would increase/decrease interest expense by $1.0 million. To manage interest rate risk, we may periodically enter into interest rate swap agreements to effectively fix the interest rates on variable debt to a specific rate for a period of time.

42
 

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Income for the years ended

December 31, 2013, 2012, and 2011

Consolidated Statements of Comprehensive Income for the years ended

December 31, 2013, 2012, and 2011

Consolidated Balance Sheets as of December 31, 2013 and 2012

Consolidated Statements of Cash Flows for the years ended

December 31, 2013, 2012, and 2011

Notes to Consolidated Financial Statements

43
 

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Albany International Corp.:

In our opinion, the accompanying consolidated balance sheets and consolidated statements of income, comprehensive income and cash flows present fairly, in all material respects, the financial position of Albany International Corp. and its subsidiaries at December 31, 2013 and December 31, 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index under item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
Albany, New York
February 26, 2014

44
 

Albany International Corp.
Consolidated Statements of Income
For the years ended December 31,
(in thousands, except per share amounts)
     2013  2012  2011
                 
Net sales      $757,414   $760,941   $787,287 
Cost of goods sold      466,860   455,545   473,121 
Gross profit      290,554   305,396   314,166 
                 
Selling, general and administrative expenses      157,688   169,774   174,395 
Technical, product engineering, and research expenses      55,667   52,962   55,846 
Restructuring and other, net      25,108   7,061   9,317 
Pension settlement expense      -   119,735   - 
 Operating income/(loss)      52,091   (44,136)  74,608 
                 
Interest income      (1,468)  (1,517)  (2,027)
Interest expense      15,227   18,118   20,148 
Other expense/(income), net      7,256   7,629   2,639 
 Income/(loss) before income taxes      31,076   (68,366)  53,848 
                 
Income tax expense/(benefit)      13,372   (27,523)  32,582 
 Income/(loss) from continuing operations      17,704   (40,843)  21,266 
                 
                 
(Loss)/income from operations of discontinued businesses      (75)  4,776   24,101 
Gain/(loss) on sale of discontinued businesses      -   92,296   - 
Income tax (benefit)/expense on discontinued operations      (29)  25,252   10,429 
(Loss)/income from discontinued operations      (46)  71,820   13,672 
                 
Net income      17,658   30,977   34,938 
Net income attributable to the noncontrolling interest      141   -   - 
Net income attributable to the Company      $17,517   $30,977   $34,938 
                 
                 
Earnings per share attributable to Company shareholders - Basic            
Income/(loss) from continuing operations      $0.55   ($1.30)  $0.68 
Discontinued operations      0.00   2.29   0.44 
Net Income attributable to Company shareholders      $0.55   $0.99   $1.12 
                 
Earnings per share attributable to Company shareholders - Diluted            
Income/(loss) from continuing operations     $0.55   ($1.30)  $0.67 
Discontinued operations      0.00   2.27   0.44 
Net Income attributable to Company shareholders      $0.55   $0.97   $1.11 
                 
Dividends declared per share      $0.59   $0.55   $0.51 

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

45
 

Albany International Corp.
       
 Consolidated Statements of Comprehensive Income 
 For the years ended December 31,
 (in thousands) 
   2013  2012  2011
Net income  $17,658   $30,977   $34,938 
 Other comprehensive income/(loss), before tax:            
 Foreign currency translation adjustments  8,135   11,865   (13,070)
 Pension and postretirement settlements and curtailments  46   118,350   327 
 Pension and postretirement plan remeasurement  20,500   (48,233)  (28,375)
 Pension and postretirement plan amendments  7,361   -   - 
 Amortization of pension liability adjustments:            
 Transition obligation  70   79   83 
 Prior service (credit)/cost  (3,905)  (3,631)  (3,629)
 Net actuarial loss  6,512   7,438   8,694 
 Payments related to derivatives included in earnings  1,900   1,700   1,900 
 Derivative valuation adjustment, net of payments  1,216   (2,167)  (5,699)
             
Income taxes related to items of other comprehensive income:        
 Pension and postretirement settlements and curtailments  (18)  (39,146)  (72)
 Pension and postretirement plan remeasurement  (6,757)  14,711   6,382 
 Pension and postretirement plan amendments  (2,871)  -   - 
 Amortization of pension liability adjustment  (451)  (1,360)  (1,159)
 Payments related to derivatives included in earnings  (741)  (663)  (741)
 Derivative valuation adjustment  (474)  845   2,222 
Comprehensive income  48,181   90,765   1,801 
 Comprehensive income attributable to the noncontrolling interest  -   -   - 
Comprehensive income attributable to the Company  $48,181   $90,765   $1,801 
The accompanying notes are an integral part of the consolidated financial statements.

46
 

Albany International Corp.
Consolidated Balance Sheets
At December 31,
(in thousands, except share and per share data)
   2013  2012
    
Assets        
Current assets:        
Cash and cash equivalents  $222,666   $190,718 
Accounts receivable, net  163,547   171,535 
Inventories  112,739   119,183 
Deferred income taxes  13,873   20,594 
Prepaid expenses and other current assets  9,659   10,435 
Total current assets  522,484   512,465 
         
Property, plant and equipment, net  418,830   420,154 
Intangibles  616   848 
Goodwill  78,890   76,522 
Income taxes receivable and deferred  119,612   123,886 
Other assets  26,456   22,822 
Total assets  $1,166,888   $1,156,697 
         
Liabilities        
Current liabilities:        
Notes and loans payable  $625   $586 
Accounts payable  36,397   35,117 
Accrued liabilities  112,331   103,257 
Current maturities of long-term debt  3,764   83,276 
Income taxes payable and deferred  5,391   13,552 
 Total current liabilities  158,508   235,788 
         
Long-term debt  300,111   235,877 
Other noncurrent liabilities  106,014   136,012 
Deferred taxes and other credits  54,476   55,509 
 Total liabilities  619,109   663,186 
         
Commitments and Contingencies  -   - 
         
Shareholders' Equity        
 Preferred stock, par value $5.00 per share; authorized 2,000,000 shares; none issued  -   - 
 Class A Common Stock, par value $.001 per share; authorized 100,000,000 shares; issued 36,996,227 in 2013 and 36,642,204 in 2012  37   37 
 Class B Common Stock, par value $.001 per share; authorized 25,000,000 shares; issued and outstanding 3,236,098 in 2013 and 2012  3   3 
Additional paid-in capital  416,728   395,381 
Retained earnings  434,598   435,775 
Accumulated items of other comprehensive income:        
 Translation adjustments  (138)  (7,659)
 Pension and postretirement liability adjustments  (48,383)  (69,484)
 Derivative valuation adjustment  (977)  (2,878)
Treasury stock (Class A), at cost; 8,463,635 shares in 2013 and 8,467,873 shares in 2012  (257,571)  (257,664)
 Total Company shareholders' equity  544,297   493,511 
Noncontrolling interest  3,482   - 
Total Equity  547,779   493,511 
 Total liabilities and shareholders' equity  $1,166,888   $1,156,697 
The accompanying notes are an integral part of the consolidated financial statements.

47
 

Albany International Corp.
Consolidated Statements of Cash Flows
For the years ended December 31,
(in thousands)
   2013  2012  2011
      
Operating Activities            
             
Net income  $17,658   $30,977   $34,938 
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:            
 Depreciation  57,182   56,769   57,502 
 Amortization  6,607   6,466   8,883 
 Noncash interest expense  -   1,027   753 
 Change in long-term liabilities, deferred taxes and other credits  (12,261)  (123,887)  237 
 Provision for write-off of property, plant and equipment  619   427   2,345 
 Write-off of pension liability adjustment due to settlement  -   118,350   - 
 Loss/(gain) on disposition of assets  (3,763)  (92,457)  (1,022)
 Excess tax benefit of options exercised  (1,134)  (40)  (93)
 Compensation and benefits paid or payable in Class A Common Stock  (766)  2,790   2,812 
Changes in operating assets and liabilities, net of business divestitures:            
 Accounts receivable  (8,878)  (4,990)  (12,082)
 Inventories  5,739   11,565   7,105 
 Prepaid expenses and other current assets  545   592   314 
 Income taxes prepaid and receivable  5,731   9,472   (3,747)
 Accounts payable  955   3,298   (1,677)
 Accrued liabilities  4,628   7,616   6,124 
 Income taxes payable  (7,348)  7,308   2,422 
 Other, net  (2,883)  (776)  455 
 Net cash provided by operating activities  62,631   34,507   105,269 
             
Investing Activities            
 Purchases of property, plant and equipment  (61,844)  (37,046)  (24,988)
 Purchased software  (2,613)  (161)  (3,692)
 Proceeds from sale of assets  6,268   -   2,860 
 Proceeds from sale of discontinued operations, net of expenses  16,797   150,654   - 
 Net cash (used in)/provided by investing activities  (41,392)  113,447   (25,820)
             
Financing Activities            
 Proceeds from borrowings  117,452   46,028   14,386 
 Principal payments on debt  (132,691)  (102,128)  (65,575)
 Cash received for noncontrolling interest in Albany Safran Composites  28,000   -   - 
 Proceeds from options exercised  5,538   1,311   789 
 Excess tax benefit of options exercised  1,134   40   93 
 Debt acquisition costs  (1,639)  -   - 
 Dividends paid  (13,929)  (21,315)  (15,616)
 Net cash provided by/(used in) financing activities  3,865   (76,064)  (65,923)
Effect of exchange rate changes on cash and cash equivalents  6,844   (81)  (3,373)
Increase in cash and cash equivalents  31,948   71,809   10,153 
Change in cash balances of discontinued operations  -   -   (9,169)
Cash and cash equivalents at beginning of year  190,718   118,909   117,925 
Cash and cash equivalents at end of year  $222,666   $190,718   $118,909 
The accompanying notes are an integral part of the consolidated financial statements.

48
 

1. Accounting Policies

Basis of Consolidation

The consolidated financial statements include the accounts of Albany International Corp. and its subsidiaries (the Company, we, us, or our) after elimination of intercompany transactions. We have a 50% interest in an entity in Russia. The consolidated financial statements include our original investment in the entity, plus our share of undistributed earnings or losses, in the account “Other Assets.”

The Company owns 90 percent of the common equity of Albany Safran Composites (ASC). Additional information regarding that entity is included in Note 3, which is incorporated herein by reference.

Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used in accounting for, among other things, revenue recognition, allowances for doubtful accounts, rebates and sales allowances, inventory allowances, pension benefits, goodwill and intangible assets, contingencies and other accruals. Our estimates are based on historical experience and on various other assumptions, which are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of any revisions are reflected in the consolidated financial statements in the period they are determined to be necessary.

Revenue Recognition

We record sales when persuasive evidence of an arrangement exists, delivery has occurred, title has been transferred, the selling price is fixed, and collectability is reasonably assured. We include in revenue any amounts invoiced for shipping and handling. The timing of revenue recognition is dependent upon the contractual arrangement with customers. These arrangements, which may include provisions for transfer of title and guarantees of workmanship, are specific to each customer. Some of these contracts provide for a transfer of title upon delivery, or upon reaching a specific date, while other contracts provide for title transfer to occur upon consumption of the product.

Products and services provided under long-term contracts represent a significant portion of sales in the Engineered Composites segment. We have a contract with a major customer for which revenue is recognized under a cost plus fixed fee arrangement. We use the percentage of completion (actual cost to estimated cost) method for accounting for other long-term contracts. That method requires significant judgment and estimation, which could be considerably different if the underlying circumstances were to change. When adjustments in estimated contract revenues or costs are required, any changes from prior estimates are included in earnings in the period the change occurs.

The Engineered Composites segment also has long-term aerospace contracts under which there are two phases: a phase during which the production part is designed and tested, and a phase of supplying production parts. Certain costs are capitalized during the first phase, such as costs for engineering, equipment, and inventory, where recovery is probable. Revenue will be recognized during the second phase using a percentage of completion method. Accumulated capitalized costs are written off when those costs are determined to be unrecoverable. Depending on the type of contract, we determine our percentage of completion using either the cost-to-cost method, or the units of delivery method. Included in Others assets is capitalized cost of $4.1 million as of December 31, 2013 and $2.5 million as of December 31, 2012, principally for engineering services, that will be amortized into expense as deliveries are made in the future. Capitalized costs as of December 31, 2013

49
 

included $3.9 million for a contract that is expected to go into production in 2014, and $0.2 million for a contract that is already in the delivery phase.

We limit the concentration of credit risk in receivables by closely monitoring credit and collection policies. We record allowances for sales returns as a deduction in the computation of net sales. Such provisions are recorded on the basis of written communication with customers and/or historical experience. Any value added taxes that are imposed on sales transactions are excluded from net sales.

Cost of Goods Sold

Cost of goods sold includes the cost of materials, provisions for obsolete inventories, labor and supplies, shipping and handling costs, depreciation of manufacturing facilities and equipment, purchasing, receiving, warehousing, and other expenses.

Selling, General, Administrative, Technical, Product Engineering, and Research Expenses

Selling, general, administrative, technical, and product engineering expenses are primarily comprised of wages, benefits, travel, professional fees, revaluation of trade foreign currency balances, and other costs, and are expensed as incurred. Provisions for bad debts are included in selling expense. Research expenses are charged to operations as incurred and consist primarily of compensation, supplies, and professional fees incurred in connection with intellectual property.

The Engineered Composites segment participates in both Company-sponsored, and customer-funded research and development. Some customer-funded research and development may be on a cost-sharing basis, in which case amounts charged to the customer are credited against research and development expense. Expenses were reduced by $1.4 million in 2013 and $0.8 million in 2012 as a result of such arrangements. For customer funded research and development in which we anticipate funding to exceed expenses, we include amounts charged to the customer in net sales. Total Company research expense was $30.2 million in 2013, $27.6 million in 2012, and $29.0 million in 2011.

Restructuring Expense

We may incur expenses related to restructuring of our operations, which could include employee termination costs, costs to consolidate or close facilities, or costs to terminate contractual relationships. Employee termination costs include the severance pay and social costs for periods after employee service is completed. Termination costs related to an ongoing benefit arrangement are recognized when the amount becomes probable and estimable. Termination costs related to a one-time benefit arrangement are recognized at the communication date to employees. Costs related to contract termination, relocation of employees, outplacement and the consolidation or the closure of facilities, are recognized when incurred.

Income Taxes

Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable for future years to differences between financial statement and tax bases of existing assets and liabilities. The effect of tax rate changes on deferred taxes is recognized in the income tax provision in the period that includes the enactment date. A tax valuation allowance is established, as needed, to reduce net deferred tax assets to the amount expected to be realized. In the event it becomes more likely than not that some or all of the deferred tax asset allowances will not be needed, the valuation allowance will be adjusted.

In the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have determined the amount

50
 

of the tax benefit to be recognized by estimating the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Where applicable, associated interest and penalties has also been recognized. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Discontinued Operations

The income/(loss) from discontinued operations includes operating income and expenses previously attributed to businesses that were sold in 2012 and, additionally, amounts previously reported as Unallocated expenses, and Other income/expense that were directly related to the divested businesses. Unallocated expenses attributed to the discontinued business include expenses related to global information systems. Interest expense is attributed to the discontinued business only when such expense results from direct third-party borrowings.

Earnings Per Share

Net income or loss per share is computed using the weighted average number of shares of Class A Common Stock and Class B Common Stock outstanding during each year. Diluted net income per share includes the effect of all potentially dilutive securities. If we report a net loss from continuing operations, the diluted loss is equal to the basic earnings per share calculation.

Translation of Financial Statements

Assets and liabilities of non-U.S. operations are translated at year-end rates of exchange, and the income statements are translated at the average rates of exchange for the year. Gains or losses resulting from translating non-U.S. currency financial statements are recorded in other comprehensive income and accumulated in shareholders’ equity in the caption Translation adjustments.

Gains or losses resulting from cash and short-term intercompany loans and balances denominated in a currency other than the entity’s local currency, forward exchange contracts that are not designated as hedges for accounting purposes, and futures contracts are generally included in income in Other expense/(income), net. Gains and losses on long-term intercompany loans not intended to be repaid in the foreseeable future are recorded in other comprehensive income. Gains and losses resulting from other balances denominated in a currency other than the entity’s local currency are recorded in Selling, general, and administrative expenses.

The following table summarizes foreign currency transaction gains and losses recognized in the income statement:

       
 (in thousands)   2013 2012 2011
 Losses/(gains) included in:        
    Selling, general, and administrative expenses   $341 $1,642 ($2,677)
    Other expense/(income), net    5,227  5,708  (84)
 Total transaction losses/(gains)   $5,568 $7,350 ($2,761)

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid short-term investments with original maturities of three months or less.

51
 

Accounts Receivable

Accounts receivable includes trade receivables and revenue in excess of progress billings on long-term contracts in the Engineered Composites business. The Company 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 December 31, 2013 and 2012, Accounts receivable consisted of the following:

 (in thousands)   2013 2012
Trade accounts receivable $154,296  $149,737 
Revenue in excess of progress billings 20,525  17,105 
Receivables related to the sale of discontinued businesses -  16,555 
Less: allowance for doubtful accounts (11,274) (11,862)
Total Accounts receivable $163,547  $171,535 

Inventories

Inventories are stated at the lower of cost or market, and are valued at average cost, net of reserves. The Company maintains reserves for possible impairment in the value of inventories. Such reserves can be specific to certain inventory, or general based on judgments about the overall condition of the inventory. General reserves are established based on percentage write-downs applied to aged inventories, or for inventories that are slow-moving. If actual results differ from estimates, additional inventory write-downs may be necessary. These general reserves for aged inventory are relieved through income only when the inventory is sold.

As of December 31, 2013 and 2012, inventories consisted of the following:

     
 (in thousands)   2013 2012
Raw materials $25,754 $25,082
Work in process 45,998 44,866
Finished goods  40,987  49,235
Total inventories $112,739 $119,183

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets for financial reporting purposes; in some cases, accelerated methods are used for income tax purposes. Significant additions or improvements extending assets’ useful lives are capitalized; normal maintenance and repair costs are expensed as incurred. The cost of fully depreciated assets remaining in use is included in the respective asset and accumulated depreciation accounts. When items are sold or retired, related gains or losses are included in net income.

Computer software purchased for internal use, at cost, is amortized on a straight-line basis over five to eight years, depending on the nature of the asset, after being placed into service, and is included in property, plant, and equipment. We capitalize internal and external costs incurred related to the software development stage. Capitalized salaries, travel, and consulting costs related to the software development amounted to $1.1 million in 2013 and $0.4 million in 2012.

52
 

We review the carrying value of property, plant and equipment and other long-lived assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.

Goodwill, Intangibles, and Other 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 reporting units are consistent with our operating segments. See additional information set forth above under Note 12.

We have an investment in a company in Russia that is accounted for under the equity method of accounting and is included in Other assets. We perform regular reviews of the financial condition of the investee to determine if our investment is other than temporarily impaired. If the financial condition of the investee were to no longer support their valuation, we would record an impairment provision.

Stock-Based Compensation

We have stock-based compensation plans for key employees. Stock options are accounted for in accordance with applicable guidance for the modified prospective transition method of share-based payments. No options have been granted since 2002. See additional information set forth under Note 19.

Derivatives

We use derivatives from time to time to reduce potentially large adverse effects from changes in currency exchange rates and interest rates. We monitor our exposure to these risks and evaluate, on an ongoing basis, the risk of potentially large adverse effects versus the costs associated with hedging such risks.

We use interest rate swaps in the management of interest rate exposures and foreign currency derivatives in the management of foreign currency exposure related to assets and liabilities (including net investments in subsidiaries located outside the U.S.) denominated in foreign currencies. When we enter into a derivative contract, we make a determination whether the transaction is deemed to be a hedge for accounting purposes. For those contracts deemed to be a hedge, we formally document the relationship between the derivative instrument and the risk being hedged. In this documentation, we specifically identify the asset, liability, forecasted transaction, cash flow, or net investment that has been designated as the hedged item, and evaluate whether the derivative instrument is expected to reduce the risks associated with the hedged item. To the extent these criteria are not met, we do not use hedge accounting for the derivative.

All derivative contracts are recorded in the balance sheet at fair value. For transactions that are designated as hedges, we perform an evaluation of the effectiveness of the hedge. To the extent that the hedge is effective, changes in the fair value of the hedge are recorded, net of tax, in other comprehensive income. We measure the effectiveness of hedging relationships both at inception and on an ongoing basis. The ineffective portion of a hedge, if any, and changes in the fair value of a derivative not deemed to be a hedge, are recorded in Other expense/(income), net.

For derivatives that are designated and qualify as hedges of net investments in subsidiaries located outside the United States, changes in the fair value of derivatives are reported in other comprehensive income as part of the Cumulative translation adjustment.

53
 

Pension and Postretirement Benefit Plans

As described in Note 5, we have pension and postretirement benefit plans covering substantially all employees. Our defined benefit pension plan in the United States was closed to new participants as of October 1998 and, as of February 2009, benefits accrued under this plan were frozen. We have liabilities for postretirement benefits in the U.S. and Canada. Substantially all of the liability relates to the U.S. plan. Effective January 2005, our postretirement benefit plan was closed to new participants, except for certain life insurance benefits. In September 2008, we changed the cost sharing arrangement under this program such that increases in health care costs are the responsibility of plan participants and, in August 2013, we reduced the life insurance benefit for retirees and eliminated that benefit for active employees.

The pension plans are generally trusteed or insured, and accrued amounts are funded as required in accordance with governing laws and regulations. The annual expense and liabilities recognized for defined benefit pension plans and postretirement benefit plans are developed from actuarial valuations. Inherent in these valuations are key assumptions, including discount rates and expected return on plan assets, which are updated on an annual basis at the beginning of each fiscal year. We consider current market conditions, including changes in interest rates, in making these assumptions. Discount rate assumptions are based on the population of plan participants and a mixture of high-quality fixed-income investments for which the average maturity approximates the average remaining service period of plan participants. The assumption for expected return on plan assets is based on historical and expected returns on various categories of plan assets.

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 reportable segments, which are described in more detail in Note 4, are Machine Clothing and Engineered Composites. In the determination of segment operating income, we exclude expenses for Research and Development, and Unallocated expenses, which consist primarily of corporate headquarters and global information systems costs.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued ASU 2013-02 which requires enhanced disclosures about changes in Accumulated Other Comprehensive Income. We adopted these provisions in the first quarter of 2013 by adding a Note to the Consolidated Financial Statements that provides the additional disclosures.

In the first quarter of 2013, the Company adopted the provisions of ASU 2013-01 which requires enhanced disclosures of the effect or potential effect of netting arrangements on an entity’s financial position. This includes the effect or potential effect of rights of setoff associated with an entity’s recognized assets and recognized liabilities within the scope of this Update. The Company has interest rate swap agreements that are within the scope of this Update and we have added additional disclosure in the Notes to Consolidated Financial Statements about the offsetting asset and liability components of that agreement.

In July 2013, amended accounting guidance was issued regarding the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. This guidance is effective prospectively for annual and interim reporting periods beginning after December 15, 2013. The adoption of this standard is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

54
 

2. Discontinued Operations

In October 2011 we entered into a contract to sell the assets and liabilities of our Albany Door Systems (ADS) business to Assa Abloy AB for $130 million. Closing on the transaction occurred on January 11, 2012. Under the terms of the contract, Assa Abloy AB acquired our equity ownership of Albany Doors Systems GmbH in Germany, Albany Door Systems AB in Sweden, and other ADS affiliates in Germany, France, the Netherlands, Turkey, Poland, Belgium, New Zealand, and other countries, as well as the remaining ADS business assets, most of which were located in the United States, Australia, China, and Italy. In January 2012, the Company completed the sale of Albany Door Systems, and in March 2012, we finalized certain post-closing adjustments that increased the sale price by $5 million. As of December 31, 2012, $122 million of the total $135 million sale price had been received, with the remainder received in July 2013.

In May 2012, we announced an agreement to sell our PrimaLoft Products business and that transaction closed on June 29, 2012. Under the terms of the agreement, the purchaser acquired all of the assets of that business, which were located in the United States, Italy and Germany. The purchase price of $38.0 million included $3.8 million held in escrow accounts, which was received in 2013. The Company recorded a pre-tax gain of $34.9 million as result of that sale.

We provided customary representations and warranties in the sale of both of these businesses but we do not expect any material negative financial consequence will result from these arrangements. In accordance with the applicable accounting guidance for discontinued businesses, the associated results of operations and financial position are reported separately in the accompanying Consolidated Statements of Income and Balance Sheets. Cash flows of the discontinued operation were combined with cash flows from continuing operations in the Consolidated Statements of Cash Flows.

The table below summarizes operating results of the discontinued operations:

          
          
(in thousands)  2013  2012  2011
                
Net sales   $-    $19,774    $211,551 
                
(Loss)/income from operations of discontinued business   (75)   4,776    24,101 
                
Gain on disposition of discontinued operations   -    92,296    - 
                
Income tax (benefit)/expense   (29)   25,252    10,429 

Income tax expense includes a charge of $5.4 million in 2012 and $2.6 million in 2011 pertaining to cash repatriations that occurred in 2012 as a result of the sale of the Albany Doors Systems.

3. Noncontrolling Interest

Effective October 31, 2013, Safran S.A. (Safran) acquired a 10 percent equity interest in a new Albany subsidiary, Albany Safran Composites, LLC (ASC). Under the terms of the transaction agreements, ASC will be the exclusive supplier to Safran of advanced 3D-woven composite parts for use in aircraft and rocket engines, thrust reversers and nacelles, and aircraft landing and braking systems (the “Safran Applications). AEC will remain free to 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.

Albany contributed to ASC its existing assets and operations currently dedicated to the development and production of LEAP components, and Safran contributed $28 million in cash. We recorded a $15.5 million increase to Additional paid-in capital related to the excess of Safran’s contribution over the initial book value of

55
 

their equity interest. 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% 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.

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

(in thousands) 2013
Net income of ASC  $1,569 
Less: Return attributable to the Company's preferred holding  164 
Net income of ASC available for common ownership  1,405 
Ownership percentage of noncontrolling shareholder  10%
Net income attributable to noncontrolling interest, year ended December 31, 2013  $141 
     
ASC Net assets contributed by Albany  $33,414 
Ownership percentage of noncontrolling shareholder  10%
Noncontrolling interest at time of investment  3,341 
Net income attributable to noncontrolling interest  141 
Changes in other comprehensive income attributable to noncontrolling interest  - 
Noncontrolling interest as of December 31, 2013  $3,482 

4. Reportable Segments and Geographic Data

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 accounting policies of the segments are the same as those described in Note 1. We have not allocated research costs and other Unallocated expenses to the segments because the decision-making for the majority of these expenses did not reside within the segments. Unallocated expenses include wages and benefits for Corporate headquarters personnel, costs related to information systems development and support, and professional fees related to legal, audit, and other activities.

Machine Clothing:

The Machine Clothing segment includes paper machine clothing – engineered fabrics and belts used in the manufacture of paper and paperboard – as well as engineered fabrics and belts used in many other industrial applications. We sell our Machine Clothing products directly to customer end-users, which include paper industry companies, nonwovens manufacturers, and building products companies, some of which operate in multiple regions of the world. Our products, manufacturing processes, and distribution channels for Machine Clothing are substantially the same in each region of the world in which we operate.

 

We design, manufacture, and market paper machine clothing for each section of the paper machine. We manufacture and sell more paper machine clothing worldwide than any other company. Paper machine clothing consists of large permeable and non-permeable continuous belts of custom-designed and custom-manufactured

56
 

engineered fabrics that are installed on paper machines and carry the paper stock through each stage of the paper production process. Paper machine clothing products are consumable products of technologically sophisticated design that utilize polymeric materials in a complex structure.

 

The Machine Clothing segment also supplies consumable fabrics used to process paper pulp, as well as engineered fabrics used in a range of industries other than papermaking. These other products include belts used to make nonwovens, fiber cement building products, roofing shingles, and corrugated sheets used in boxboard, as well as belts used in tannery and textile applications.

 

Engineered Composites:

The Engineered Composites segment (AEC) provides custom-designed advanced composite structures based on proprietary technology to customers in the aerospace and defense industries. AEC’s largest current development program relates to the LEAP engine being developed by CFM International. Under this program, AEC is developing a family of composite parts, including fan blades, to be incorporated into the LEAP engine under a long-term supply contract.

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

(in thousands) 2013 2012 2011
Net sales         
Machine Clothing $674,747  $693,176  $739,211 
Engineered Composites 82,667  67,765  48,076 
Consolidated total $757,414  $760,941  $787,287 
Depreciation and amortization         
Machine Clothing $45,237  $46,843  $48,181 
Engineered Composites 7,640  5,920  4,959 
Research expense 2,104  1,252  1,314 
Unallocated expenses 8,808  9,052  9,358 
Consolidated total $63,789  $63,067  $63,812 
Operating income/(loss)         
Machine Clothing $136,698  $163,873  $176,759 
Engineered Composites (2,974) (840) (4,204)
Research expense (30,220) (27,616) (29,007)
Unallocated expenses (51,413) (179,553) (68,940)
Operating income/(loss) before reconciling items 52,091  (44,136) 74,608 
Reconciling items:         
 Interest income (1,468) (1,517) (2,027)
 Interest expense 15,227  18,118  20,148 
 Other expense/ (income), net 7,256  7,629  2,639 
Income/(loss) from continuing operations before income taxes $31,076  ($68,366) $53,848 

57
 

The table below presents pension settlement and restructuring costs by reportable segment (also see Note 6):

(in thousands) 2013 2012 2011
Pension settlement
Unallocated expenses $ -  $119,735  $ - 
          
Restructuring expense         
Machine Clothing $24,568  $7,386  $5,680 
Engineered Composites 540  -  57 
Unallocated expenses -  (325) 3,580 
Consolidated total $25,108  $7,061  $9,317 

In the measurement of assets utilized by each reportable segment, we include accounts receivable, inventories, net property, plant and equipment, intangibles and goodwill. Excluded from segment assets are cash, tax related assets, prepaid and other current assets, other assets, and assets from discontinued businesses. The following table presents assets and capital expenditures by reportable segment:

(in thousands)  2013 2012 2011
Segment assets      
Machine Clothing $624,388 $660,595 $713,142
Engineered Composites  147,104  109,717  80,916
Reconciling items:      
Cash  222,666  190,718  118,909
Income taxes receivable and deferred  133,485  144,480  164,654
Other assets  39,245  51,187  34,670
Assets of discontinued operations  -  -  118,637
Consolidated total assets $1,166,888 $1,156,697 $1,230,928
Capital expenditures and purchased software       
Machine Clothing $14,881 $14,717 $11,141
Engineered Composites  36,928  18,979  9,684
Research expenses  8,011  1,493  2,052
Unallocated expenses  4,637  2,018  4,551
Consolidated total $64,457 $37,207 $27,428

The decrease in Other assets in the above table includes $16.6 million of receivables related to the sale of discontinued operations which were received during 2013. Capital expenditures in the discontinued operations were $1.3 million in 2011.

58
 

The following table shows data by geographic area. Net sales are based on the location of the operation recording the final sale to the customer.

       
 (in thousands)   2013 2012 2011
 Net sales        
 United States   $338,729 $324,764 $306,371
 Switzerland    190,035  203,478  245,562
 Brazil  62,076  58,755  61,493
 China  43,265  39,929  34,977
 Canada    31,167  36,182  40,422
 Other countries    92,142  97,833  98,462
 Consolidated total   $757,414 $760,941 $787,287
 Property, plant and equipment, at cost, net      
 United States  $162,380 $137,405 $133,651
 China    103,109  114,037  126,072
 Korea    35,542  38,266  34,102
 United Kingdom  25,246  26,269  27,196
 Canada   22,434  27,396  29,650
 Sweden    19,508  23,397  26,210
 Other countries    50,611  53,384  62,072
 Consolidated total   $418,830 $420,154 $438,953

 

5. 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. 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 U.S. pension plan accounts for 44 percent of consolidated pension plan assets, and 32 percent of consolidated pension plan obligations. The eligibility, benefit formulas, and contribution requirements for plans outside of the U.S. vary by location.

Other Postretirement Benefits

In addition to providing pension benefits, the Company provides various medical, dental, and life insurance benefits for certain retired United States employees. U.S. employees hired prior to 2005 may become eligible for these benefits if they reach normal retirement age while working for the Company. Benefits provided under this plan are subject to change. Retirees share in the cost of these benefits. Effective January 2005, any new employees who wish to be covered under this plan will be responsible for the full cost of such benefits. In September 2008, we changed the cost sharing arrangement under this program such that increases in health care costs are the responsibility of plan participants. In August 2013, we reduced the life insurance benefit for retirees and eliminated the benefit for active employees.

The Company also provides certain postretirement life insurance benefits to retired employees in Canada. As of December 31, 2013, the accrued postretirement liability was $60.2 million in the U.S. and $0.9 million in Canada. The Company accrues the cost of providing postretirement benefits during the active service period of the employees. The Company currently funds the plan as claims are paid.

Accounting guidance requires the recognition of the funded status of each defined benefit and other postretirement benefit plan. Each overfunded plan is recognized as an asset and each underfunded plan is

59
 

recognized as a liability. Company pension plan data for U.S. and non-U.S. plans has been combined for both 2013 and 2012, except where indicated below.

The Company’s pension and postretirement benefit costs and benefit obligations are based on actuarial valuations that are affected by many assumptions, the most significant of which are the assumed discount rate, expected rate of return on pension plan assets, and mortality. Each of the assumptions is reviewed and updated annually, as appropriate. The assumed rates of return for pension plan assets are determined for each major asset category based on historical rates of return for assets in that category and expectations of future rates of return based, in part, on simulated future capital market performance. The assumed discount rate is based on yields from a portfolio of currently available high-quality fixed-income investments with durations matching the expected future payments, based on the demographics of the plan participants and the plan provisions.

The benefit obligation for the U.S. plans as of December 31, 2013 was calculated using the IRS 2014 mortality table. The benefit obligation as of December 31, 2012, as well as pension expense for 2013, was calculated using the IRS 2013 mortality table. For U.S. pension funding purposes, the Company uses the plan’s IRS-basis current liability as its funding target, which is determined based on mandated assumptions. Weak investment returns and low interest rates could result in higher than expected contributions to pension plans in future years.

Gains and losses arise from changes in the assumptions used to measure the benefit obligations, and experience different from what had been assumed, including asset returns different than what had been expected. The Company amortizes gains and losses in excess of a “corridor” over the average future service of the plan’s current participants. The corridor is defined as 10 percent of the greater of the plan’s projected benefit obligation or market-related value of plan assets. The market-related value of plan assets is also used to determine the expected return on plan assets component of net periodic cost. The Company’s market-related value for its U.S. plan is measured by first determining the absolute difference between the actual and the expected return on the plan assets. The absolute difference in excess of 5 percent of the expected return is added to the market-related value over two years; the remainder is added to the market-related value immediately.

To the extent the Company’s unrecognized net losses and unrecognized prior service costs, including the amount recognized through accumulated other comprehensive income, are not reduced by future favorable plan experience, they will be recognized as a component of the net periodic cost in future years. The Company’s unrecognized net loss in its pension plans is primarily attributable to unfavorable investment returns in 2008.

60
 

The following table sets forth the plan benefit obligations:

   As of December 31, 2013  As of December 31, 2012
(in thousands)  Pension
plans
  Other postretirement benefits  Pension
plans
  Other postretirement benefits
        
Benefit obligation, beginning of year  $218,538   $84,368   $405,880   $79,009 
 Service cost  3,662   875   3,486   1,071 
 Interest cost  8,852   3,080   12,180   3,691 
 Plan participants' contributions  331   -   344   - 
 Actuarial loss/(gain)  (17,461)  (13,396)  49,582   6,343 
 Benefits paid  (5,999)  (5,773)  (14,909)  (5,778)
 Settlements and curtailments  (2,950)  -   (249,709)  - 
 Plan Amendments and Other  613   (7,974)  571   - 
 Foreign currency changes  (1,252)  (72)  11,113   32 
Benefit obligation, end of year  $204,334   $61,108   $218,538   $84,368 
                 
Accumulated benefit obligation  $190,561   $-   $202,917   $- 
                 
Weighted average assumptions used to                
determine benefit obligations, end of year:                
 Discount rate - U.S. plan  5.22%  4.68%  4.28%  3.93%
 Discount rate - non-U.S. plans  4.50%  4.75%  4.09%  4.00%
 Compensation increase - U.S. plan  -   -   -   3.00%
 Compensation increase - non-U.S. plans  3.39%  3.00%  3.26%  3.00%

The following sets forth information about plan assets:

        
   As of December 31, 2013  As of December 31, 2012
(in thousands)  Pension
plans
  Other postretirement benefits  Pension
plans
  Other postretirement benefits
        
Fair value of plan assets, beginning of year  $173,434   $-   $304,658   $- 
 Actual return on plan assets, net of expenses  (2,292)  -   19,493   - 
 Employer contributions  6,777   4,438   110,172   4,961 
 Plan participants' contributions  331   1,335   344   817 
 Benefits paid  (5,999)  (5,773)  (14,909)  (5,778)
 Settlements  (1,650)  -   (249,709)  - 
 Foreign currency changes  (2,211)  -   3,385   - 
Fair value of plan assets, end of year  $168,390   $-   $173,434   $- 

61
 

The funded status of the plans was as follows:

   As of December 31, 2013  As of December 31, 2012
(in thousands)  Pension
plans
  Other postretirement benefits  Pension
plans
  Other postretirement benefits
             
Fair value of plan assets   $168,390    $-    $173,434    $- 
Benefit obligation   204,334    61,108    218,538    84,368 
Funded status   (35,944)   ($61,108)   ($45,104)   ($84,368)
                     
Accrued benefit cost, end of year   (35,944)   ($61,108)   ($45,104)   ($84,368)
                     
Amounts recognized in the statement of financial position consist of the following:                    
Noncurrent asset  $7,358    $-    7,034    $- 
Current liability   (2,321)   (5,056)   (2,318)   (5,547)
Noncurrent liability   (40,981)   (56,052)   (49,820)   (78,821)
Net amount recognized   ($35,944)   ($61,108)   ($45,104)   ($84,368)
                     
Amounts recognized in accumulated other comprehensive income consist of:                    
Net actuarial loss   $73,908    $41,175    $84,784    $57,966 
Prior service cost/(credit)   866    (44,364)   405    (40,329)
Transition obligation   -         70    - 
Net amount recognized   $74,774    ($3,189)   $85,259    $17,637 

62
 

The composition of the net periodic benefit plan cost for the years ended December 31, 2013, 2012 and 2011, was as follows:

  Pension plans  Other postretirement benefits 
(in thousands) 2013  2012  2011  2013  2012  2011 
                   
Components of net periodic benefit cost:                  
Service cost $3,662  $3,486  $3,117  $875  $1,071  $931 
Interest cost 8,852  12,180  19,958  3,080  3,691  3,869 
Other adjustments -  -  -  -  -  945 
Expected return on assets (8,677) (11,799) (15,858) -  -  - 
Amortization of prior service cost/(credit) 35  35  37  (3,940) (3,666) (3,666)
Amortization of transition obligation 70  79  83  -  -  - 
Amortization of net actuarial loss 3,117  4,223  5,672  3,395  3,215  3,022 
Settlement 502  119,986  327  -  -  - 
Curtailment (gain)/loss (1,143) -  -  -  -  - 
Special / contractual termination benefits -  -  233  -  -  - 
Net periodic benefit cost $6,418  $128,190  $13,569  $3,410  $4,311  $5,101 
                   
Weighted average assumptions used to
determine net cost:
                 
Discount rate - U.S. plan 4.28% 4.82% 5.59% 3.93% 4.86% 5.55%
Discount rate - non-U.S. plan 4.09% 4.48% 5.29% 4.00% 4.20% - 
Expected return on plan assets - U.S. plan 4.61% 4.82% 5.80% -  -  - 
Expected return on plan assets - non-U.S. plans 5.53% 6.26% 6.80% -  -  - 
Rate of compensation increase - U.S. plan -  -  -  3.00% 3.00% 3.00%
Rate of compensation increase - non-U.S. plans 3.26% 3.19% 3.47% 3.00% 3.00% - 
Health care cost trend rate (U.S. and non-U.S. plans):                  
Initial rate -  -  -  -  -  - 
Ultimate rate -  -  -  -  -  - 
Years to ultimate -  -  -  -  -  - 

Other changes in plan assets and benefit obligations recognized in other comprehensive income during 2013 were as follows:

    
     Other
   Pension  postretirement
(in thousands)  plan  benefits
         
Settlements/curtailments  ($46)  $- 
Asset/liabilty loss (gain)  (6,492)  (21,370)
Amortization of actuarial (loss)  (3,117)  (3,395)
Amortization of prior service (cost)/credit  (35)  3,940 
Amortization of transition (obligation)  (70)  - 
Currency impact  (726)  (285)
Total recognized in other comprehensive income  ($10,486)  ($21,110)
         
Total recognized in net periodic benefit cost and other comprehensive income  ($4,068)  ($17,700)

63
 

The estimated amounts that will be amortized from accumulated other comprehensive income into net periodic benefit cost in 2014 are as follows:

  Total
  Total postretirement
(in thousands) pension benefits
Actuarial loss $2,456  $2,908 
Prior service cost/(benefit) 55  (4,488)
Total $2,511  ($1,580)

Investment Strategy

Our investment strategy for pension assets differs for the various countries in which we have defined benefit pension plans. Some of our defined benefit plans do not require funded trusts and, in those arrangements, the Company funds the plans on a “pay as you go” basis. The largest of the funded defined benefit plans is the United States plan.

United States plan:

During 2009, we changed our investment strategy for the United States pension plan by adopting a liability-driven investment strategy. Under this arrangement, the Company seeks to invest in assets that track closely to the discount rate that is used to measure the plan liabilities. Accordingly, the plan assets are primarily debt securities. The change in investment strategy is reflective of the Company’s 2008 decision to freeze benefit accruals under the plan.

Non-United States plans:

For the countries in which the Company has funded pension trusts, the investment strategy is to achieve a competitive, total investment return, achieving diversification between and within asset classes and managing other risks. Investment objectives for each asset class are determined based on specific risks and investment opportunities identified. Actual allocations to each asset class vary from target allocations due to periodic investment strategy changes, market value fluctuations, the length of time it takes to fully implement investment allocation positions, and the timing of benefit payments and contributions.

Fair-Value Measurements

The following tables present plan assets as of December 31, 2013 and 2012, using the fair-value hierarchy, which has three levels based on the reliability of inputs used, as described in Note 15:

    Total fair   Quoted prices   Significant other   Significant 
    value at   in active markets   observable inputs   unobservable inputs
(in thousands)   December 31, 2013   (Level 1)   (Level 2)   (Level 3)
Common stocks   $33,685   $33,685     $          -     $        -
Debt securities    122,699    -    122,699    -
Insurance contracts    2,875    -    -    2,875
Limited partnerships    7,034    -    -    7,034
Hedge funds    392    -    -    392
Cash and short-term investments    1,705    1,705    -    -
Total plan assets   $168,390   $35,390   $122,699   $10,301

64
 

   Total fair  Quoted prices  Significant other  Significant
   value at  in active markets  observable inputs  unobservable inputs
(in thousands)  December 31, 2012  (Level 1)  (Level 2)  (Level 3)
Common stocks   $46,625    $46,625    $-   $-
Debt securities   114,136    -    114,136   -
Insurance contracts   2,542    -    -   2,542
Limited partnerships   7,556    -    -   7,556
Hedge funds   536    -    -   536
Cash and short-term investments   2,039    2,039    -   -
Total plan assets   $173,434    $48,664    $114,136   $10,634

The following tables present a reconciliation of Level 3 assets held during the years ended December 31, 2013 and 2012:

(in thousands)  December  31, 2012  Net realized 
gains/(losses)
  Net
unrealized gains/(losses)
  Net purchases, issuances
and settlements
  Net transfers (out of)
Level 3
  December 31, 2013
Insurance contracts   $2,542    $-    $41    $292    $-    $2,875 
Limited partnerships   7,556    94    533    (1,149)   -    7,034 
Hedge funds   536    -    15    (159)   -    392 
Total   $10,634    $94    $589    ($1,016)   $-    $10,301 

 

(in thousands)  December 31, 2011  Net realized 
gains/(losses)
  Net unrealized gains/(losses)  Net purchases, issuances and settlements  Net transfers (out of)
Level 3
  December 31, 2012
Insurance contracts   $2,361    $-    $39    $142    $-     $2,542 
Limited partnerships   8,676    -    521    (1,641)   -    7,556 
Hedge funds   557    -    32    (53)   -    536 
Total   $11,594    $-    $592    ($1,552)   $-    $10,634 

65
 

The asset allocation for the Company’s U.S. and non-U.S. pension plans for 2013 and 2012, and the target allocation for 2014, by asset category, are as follows:

 

                         
    United States Plan   Non-U.S. Plans
    Target   Percentage of plan assets   Target   Percentage of plan assets
    Allocation   at plan measurement date   Allocation   at plan measurement date
Asset category   2014   2013   2012   2014   2013   2012
                         
Equity securities    -   5%   5%   36%   36%   50%
Debt securities   100%   88%   88%   56%   57%   43%
Real estate    -   5%   4%   5%   4%   3%
Other (1)    -   2%   3%   3%   3%   4%
    100%   100%   100%   100%   100%   100%

 

(1) Other includes hedged equity and absolute return strategies, and private equity. The Company has procedures to closely monitor the performance of these investments and compares asset valuations to audited financial statements of the funds.

The targeted plan asset allocation is based on an analysis of the actuarial liabilities, a review of viable asset classes, and an analysis of the expected rate of return, risk, and other investment characteristics of various investment asset classes.

At the end of 2013 and 2012, the projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for pension plans with projected benefit obligation and an accumulated benefit obligation in excess of plan assets were as follows:

  Plans with projected benefit obligation
   in excess of plan assets
(in thousands) 2013 2012
Projected benefit obligation $123,749 $183,765
Accumulated benefit obligation 120,287 169,396
Fair value of plan assets 80,447 131,626
     
     
  Plans with accumulated benefit obligation
   in excess of plan assets
(in thousands) 2013 2012
Projected benefit obligation $123,749 $136,329
Accumulated benefit obligation 120,287 132,396
Fair value of plan assets 80,447 86,835

66
 

Information about expected cash flows for the pension and other benefit obligations are as follows:

(in thousands) Pension plans Other postretirement benefits
Expected employer contributions in the next fiscal year $4,068 $5,773
     
Expected benefit payments    
2014 $5,910 $5,056
2015 6,148 4,826
2016 6,585 4,639
2017 7,054 4,476
2018 7,663 4,325
2019-2022 47,269 20,088

6. Restructuring

During the second quarter of 2013, the Company commenced a program to restructure operations at the Company’s Machine Clothing production facilities in France. The restructuring, when completed, will have reduced employment by approximately 200 positions at these locations. As of December 31, 2013, approximately 150 positions had been eliminated.

 

Under the terms of the restructuring plan, the Company provides training, outplacement and other benefits, the costs of which are recorded as restructuring when they are incurred. In 2013, the Company recorded a curtailment gain of $1.1 million related to the elimination of pension accruals, which reduced net restructuring expense as reflected in the above table. Such curtailment gains are recorded as employees terminate employment and, accordingly, we expect to record additional curtailment gains in 2014. The total amount of such gains has not yet been determined, but will be less than the 2013 gain. Remaining costs for this program, net of curtailment gains, are expected to be between $3 to $5 million, most of which we expect to be incurred in 2014. We expect the annual cost savings associated with this restructuring to be approximately $10 million. Whereas most of the affected employees were involved in the production process, the full effect of the cost savings associated with this restructuring program will not be full realized until mid-2014.

 

During 2013, the Company incurred some restructuring costs in the Engineered Composites segment that were related to organizational changes and exiting certain aerospace programs.

 

Restructuring expenses in 2012 were principally due to a reduction in workforce in Sweden and curtailment of manufacturing in New York and Wisconsin, driven by lower demand for paper machine clothing. Those costs were partially offset by a reduction in accruals related to the Company’s headquarters.

Restructuring expenses for 2011 were the result of restructuring and performance improvement plans affecting each of our reportable segments. The restructuring activities were driven by the need for us to balance our manufacturing capacity with anticipated demand, to improve efficiency in all aspects of our business, and to strengthen our competitive position. We also took actions to reduce costs and to create process efficiencies within administrative functions.

 

67
 

The following table summarizes charges reported in the Statements of Income under “Restructuring and other”:

 

 Year ended December 31, 2013 Total
restructuring costs incurred
 Termination
and other costs
Impairment of plant and equipment  Benefit plan curtailment/
settlement
(in thousands)
 Machine Clothing   $24,568 $25,838 $ - ($1,270)
 Engineered Composites    540  452  88  -
 Unallocated expenses  -  -  -  -
 Total   $25,108 $26,290 $88 ($1,270)

 

 Year ended December 31, 2012 Total
restructuring costs incurred
 Termination
and other costs
Impairment of plant and equipment  Benefit plan curtailment/
settlement
(in thousands)
 Machine Clothing   $7,386 $7,386  $ -  $ -
 Engineered Composites    -  -  -  -
 Unallocated expenses  (325)  380  (705)  -
 Total   $7,061 $7,766 ($705)  $ -

 

 Year ended December 31, 2011 Total
restructuring costs incurred
 Termination
and other costs
Impairment of plant and equipment  Benefit plan curtailment/
settlement
(in thousands)
 Machine Clothing   $5,680 $5,484  $ - $196
 Engineered Composites    57  57  -  -
 Unallocated expenses  3,580  1,830  1,750  -
 Total   $9,317 $7,371 $1,750 $196

 

We expect that substantially all accruals for restructuring liabilities will be paid within one year. The table below presents the changes in restructuring liabilities:

  December 31, Restructuring   Currency December 31,
(in thousands) 2012 charges accrued Payments translation/other 2013
           
Termination costs $4,947 $26,408 ($22,478) $779 $9,656
           
Total $4,947 $26,408 ($22,478) $779 $9,656

           
  December 31, Restructuring   Currency December 31,
(in thousands) 2011 charges accrued Payments translation/other 2012
           
Termination costs $6,979 $7,617 ($9,672) $23 $4,947
           
Total $6,979 $7,617 ($9,672) $23 $4,947

68
 

7. Other Expense/(Income), net

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

 (in thousands)   2013 2012 2011
 Currency transactions  $5,227  $5,708  ($84)
 Bank fees and amortization of debt issuance costs 1,542  2,385  1,837 
 Letter of credit fees -  963  1,479 
 Other   487  (1,427) (593)
 Total   $7,256  $7,629  $2,639 

In July 2013, the Company’s manufacturing facility in Germany was damaged by severe weather. The Company expensed the remaining book value of the damaged property, but that value was minimal. We have filed an insurance claim, but the final amount that the Company will recover has not been determined.  We expect to record a gain for this involuntary conversion when the insurance claim is settled, but the amount of the gain cannot presently be determined.

8. Income Taxes

The following tables present components of income tax expense/(benefit) and income/(loss) before income taxes on continuing operations:

(in thousands) 2013 2012 2011
          
Income tax based on income from continuing operations, at estimated tax rates of 49%, 39%, and 33%, respectively $15,172  $19,769  $17,814 
Pension plan settlements -  (39,460) - 
Income tax before discrete items 15,172  (19,691) 17,814 
          
Discrete tax (benefit)/expense:         
 Provision for/adjustment to beginning of year valuation allowances (3,741) (2,442) 22,798 
 Provision for/resolution of tax audits and contingencies, net 2,643  (2,747) 289 
 Adjustments to prior period tax liabilities (942) (1,471) (1,624)
 Repatriation of non-U.S. prior years' earnings 618  -  - 
 Enacted tax legislation (282) (973) 115 
 Change in tax status -  -  (3,344)
 Adjustment to correct a prior year error -  -  (3,553)
 Other discrete tax adjustments, net (96) (199) 87 
Total income tax expense/(benefit) $13,372  ($27,523) $32,582 

 

Income tax expense in 2011 includes a favorable adjustment of $3.5 million to correct errors from periods prior to 2006. The Company does not believe that the corrected item is or was material to 2011 or any previously reported quarterly or annual financial statements. As a result, the Company has not restated its previously issued annual or quarterly financial statements.

69
 

(in thousands) 2013 2012 2011
Income/(loss) before income taxes:         
 U.S. $14,395  ($84,624) ($9,748)
 Non-U.S. 16,681  16,258  63,596 
  $31,076  ($68,366) $53,848 
          
Income tax provision:         
          
 Current:         
 Federal $3,508  ($20,123) ($9,288)
 State 2,301  (1,212) 120 
 Non-U.S. 14,957  12,413  17,879 
  $20,766  ($8,922) $8,711 
          
 Deferred:         
 Federal $1,723  ($12,851) $3,519 
 State (180) (1,538) 113 
 Non-U.S. (8,937) (4,212) 20,239 
  ($7,394) ($18,601) $23,871 
          
Total provision for income taxes $13,372  ($27,523) $32,582 

 

The significant components of deferred income tax (benefit)/expense are as follows:

 

(in thousands) 2013 2012 2011
Net effect of temporary differences ($334) ($7,557) $1,593 
Foreign tax credits 2,378  9,468  (5,668)
Postretirement benefits 1,482  (18,337) 5,119 
Net impact to operating loss carryforwards (6,897) 1,240  3,258 
Enacted changes in tax laws and rates (282) (973) 115 
Adjustments to beginning-of-the-year valuation         
 allowance balance for changes in circumstances (3,741) (2,442) 22,798 
Changes in tax status -  -  (3,344)
Total ($7,394) ($18,601) $23,871 

 

A reconciliation of the U.S. federal statutory tax rate to the Company’s effective income tax rate is as follows:

   2013  2012  2011
U.S. federal statutory tax rate  35.0%  35.0%  35.0%
State taxes, net of federal benefit  4.9   3.5   0.3 
Non-U.S. local income taxes  8.7   0.5   0.4 
Foreign rate differential  0.2   (1.7)  (14.3)
U.S. tax on non-U.S. earnings and foreign withholdings  5.3   (1.2)  12.8 
Provision for/resolution of tax audit and contingencies, net  8.5   4.0   0.5 
Provision for/adustment to beginning of year valuation allowances  (12.0)  (3.7)  42.1 
Research and development and other tax credits  (3.8)  0.9   (2.2)
Change in tax status  -   -   (6.2)
Adjustment to correct prior year error  -   -   (6.4)
Other  (3.8)  3.0   (1.5)
Effective income tax rate  43.0%  40.3%  60.5%

The Company has operations which constitute a taxable presence in 19 countries outside of the United States. All of these countries except one had income tax rates that were lower than the United States federal tax rate 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. The foreign income tax rate differential that is included above in the reconciliation of the effective tax rate includes the difference between tax expense

70
 

calculated at the U.S. federal statutory tax rate of 35% and the expense accrued based on lower statutory tax rates that apply in the jurisdictions where the income or loss is earned.

During the periods reported, income or loss outside of the U.S. was heavily concentrated within Switzerland (8% tax rate) and Brazil (25% tax rate) and as a result, the foreign income tax rate differential was primarily attributable to these tax rate differences. Also, in 2013 and 2012 the income tax rate differential was significantly reduced by the pension settlement and restructuring charges outside of the U.S. that resulted in a lower tax rate benefit, as compared to the benefit calculated using the higher U.S. tax rate.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of certain assets and liabilities for financial reporting and the amounts used for income tax expense purposes.

71
 

Significant components of the Company’s deferred tax assets and liabilities are as follows:

             
   U.S.  Non-U.S.
   2013  2012  2013  2012
(in thousands)            
Current deferred tax assets:                    
 Accounts receivable   $1,526    $1,733    $2,397    $2,437 
 Inventories   1,432    1,589    2,411    2,052 
 Tax credit carryforwards   1,000    3,000    -    - 
 Other   2,867    3,413    3,058    6,370 
Current deferred tax assets                    
 before valuation allowance   $6,825    $9,735    $7,866    $10,859 
                     
Less: valuation allowance   -    -    (818)   - 
Total current deferred tax assets   $6,825    $9,735    $7,048    $10,859 
                     
Noncurrent deferred tax assets:                    
 Deferred compensation   5,794    5,668    -    - 
 Depreciation and amortization   4,289    5,004    3,505    2,958 
 Postretirement benefits   28,038    38,632    4,540    4,480 
 Tax loss carryforwards   1,457    1,032    76,026    78,968 
 Tax credit carryforwards   23,992    24,504    1,508    1,561 
 Other   2,834    4,119    371    557 
Noncurrent deferred tax assets                    
 before valuation allowance   66,404    78,959    85,950    88,524 
                     
Less: valuation allowance   -    -    (49,169)   (60,348)
Total noncurrent deferred tax assets   66,404    78,959    36,781    28,176 
                     
Total deferred tax assets   $73,229    $88,694    $43,829    $39,035 
                     
Current deferred tax liabilities:                    
 Unrepatriated foreign earnings    $667    $1,521    $-    $- 
 Inventories   -    -    1,366    1,383 
 Other   -    -    1,822    12 
Total current deferred tax liabilities   667    1,521    3,188    1,395 
                     
Noncurrent deferred tax liabilities:                    
 Depreciation and amortization   13,169    15,296    8,357    10,106 
 Postretirement benefits   -    -    1,377    4,726 
 Deferred gain   9,013    -    -    - 
 Branch losses subject to recapture   -    -    12,380    12,959 
 Other   -    68    2,394    2,473 
Total noncurrent deferred tax liabilities   22,182    15,364    24,508    30,264 
Total deferred tax liabilities   22,849    16,885    27,696    31,659 
                     
Net deferred tax asset   $50,380    $71,809    $16,133    $7,376 

Deferred income tax assets, net of valuation allowances, are expected to be realized through the reversal of existing taxable temporary differences and future taxable income. In 2013, the Company recorded a net decrease in its valuation allowance of $10.4 million. The reduction in deferred tax valuation allowances in 2013 was principally due to the utilization of net deferred tax assets and changes in circumstances surrounding the future utilization of net operating loss carryforwards.

At December 31, 2013, the Company had available approximately $605.0 million of net operating loss carryforwards, for which we have a deferred tax asset of $77.5 million, with expiration dates ranging from one year to indefinite that may be applied against future taxable income. We believe that it is more likely than not that certain benefits from these net operating loss carryforwards will not be realized and, accordingly, we have recorded a valuation allowance of $49.8 million as of December 31, 2013. Included in the net operating loss carryforwards is approximately $31.0 million of state net operating loss carryforwards that are subject to various business apportionment factors and multiple jurisdictional requirements when utilized. In addition, the Company

72
 

had available a foreign tax credit carryforward of $16.8 million that will begin to expire in 2020, research and development credit carryforwards of $6.9 million that will begin to expire in 2024, and alternative minimum tax credit carryforwards of $1.2 million with no expiration date.

The Company reported a U.S. net deferred tax asset of $50.4 million at December 31, 2013, which contained $26.4 million of tax attributes with limited lives. Although the Company is in a cumulative book income position over the evaluation period (three-year period ending December 31, 2013), management has evaluated its ability to utilize these tax attributes during the carryforward period. The Company’s future profits from operations coupled with the repatriation of non-U.S. earnings will generate income of sufficient character to utilize the remaining tax attributes. Accordingly, no valuation allowance has been established for the remaining U.S. net deferred tax assets.

The Company records the residual U.S. and foreign taxes on certain amounts of current foreign earnings that have been targeted for repatriation to the U.S. As a result, such amounts are not considered to be permanently reinvested, and the Company accrued for the residual taxes on these earnings to the extent they cannot be repatriated in a tax-free manner.

At December 31, 2013 the Company reported a deferred tax liability of $0.7 million on $11.8 million of non-U.S. earnings that have been targeted for future repatriation to the U.S. Included in these amounts are $0.4 million of tax expense on approximately $7.4 million of foreign earnings that were generated in 2013.

The accumulated undistributed earnings of the Company’s foreign operations were approximately $369.0 million, and are intended to remain permanently invested in foreign operations. Accordingly, no taxes have been provided on these earnings at December 31, 2013. If these earnings were distributed, the Company would be subject to both foreign withholding taxes and U.S. income taxes that may not be fully offset by foreign tax credits. A reasonable estimate of the deferred tax liability on these earnings is not practicable at this time.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, in accordance with applicable accounting guidance, is as follows:

          
(in thousands)  2013  2012  2011
                
Unrecognized tax benefits balance at January 1   $24,386    $27,053    $23,467 
                
Increase in gross amounts of tax positions related to prior years   2,121    9,454    8,040 
                
Decrease in gross amounts of tax positions related to prior years   -    -    (37)
                
Increase in gross amounts of tax positions related to current year   2,622    381    1,005 
                
Decrease due to settlements with tax authorities   (16,721)   (13,099)   (4,576)
                
Decrease due to lapse in statute of limitations   -    (20)   - 
                
Currency translation   130    617    (846)
                
Unrecognized tax benefits balance at December 31   $12,538    $24,386    $27,053 

At December 31, 2013, we had gross tax-effected unrecognized tax benefits of $12.5 million, all of which, if recognized, would impact the effective tax rate.

The Company recognizes interest and penalties related to unrecognized tax benefits within its global operations as a component of income tax expense. The Company recognized interest and penalties of ($1.3) million, ($6.4) million and $1.1 million in the Statements of Income and Retained Earnings in 2013, 2012 and

73
 

2011, respectively. The 2013 and 2012 negative amounts include the reversal of $1.4 million and $7.4 million of interest and penalties related to the settlement of audits, respectively. As of December 31, 2013 and 2012, the Company had approximately $0.1 million and $1.4 million, respectively, of accrued interest and penalties related to uncertain tax positions.

We conduct business globally and, as a result, the Company or one or more of our subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business we are subject to examination by taxing authorities throughout the world, including major jurisdictions such as the United States, Brazil, Canada, China, France, Germany, Italy, Mexico, and Switzerland. Open tax years in these jurisdictions range from 2000 to 2013. We are currently under audit in the U.S. and in other non-U.S. tax jurisdictions, including but not limited to Canada and Germany. 

It is reasonably possible that over the next twelve months the amount of unrecognized tax benefits may change within a range of a net increase of $0 million to a net decrease of $5.7 million, from the reevaluation of uncertain tax positions arising in examinations, in appeals, or in the courts, or from the closure of tax statutes. Not included in the range is $23.9 million of tax benefits in Germany related to a 1999 reorganization that have been challenged by the German tax authorities in the course of an audit, of which $15.5 million would have a direct impact on our statement of income if resolved unfavorably. In 2008 the German Federal Tax Court (FTC) denied tax benefits to other taxpayers in a case involving German tax laws relevant to our reorganization. One of these cases involved a non-German party, and in the ruling in that case, the FTC acknowledged that the German law in question may be violative of European Union (EU) principles and referred the issue to the European Court of Justice (ECJ) for its determination on this issue. In September 2009, the ECJ issued an opinion in this case that is generally favorable to the other taxpayer and referred the case back to the FTC for further consideration. In May 2010 the FTC released its decision, in which it resolved certain tax issues that may be relevant to our audit and remanded the case to a lower court for further development. In 2012, the lower court decided in favor of the taxpayer and the government appealed the findings to the FTC. Although we were required to pay approximately $16.4 million to the German tax authorities in order to continue to pursue the position, when taking into consideration the ECJ decision, the latest FTC decision and the lower court decision, we believe that it is more likely than not that the relevant German law is violative of EU principles and, accordingly, we have not accrued tax expense on this matter. As we continue to monitor developments, it may become necessary for us to accrue tax expense and related interest.

As of December 31, 2013 and 2012, noncurrent taxes receivable and deferred consisted of the following:

(in thousands)   2013 2012
Income taxes receivable $16,427 $16,751
Deferred income taxes  103,185  107,135
Total noncurrent deferred taxes and taxes receivable $119,612 $123,886

 

As of December 31, 2013 and 2012, current taxes payable and deferred consisted of the following:

 (in thousands)   2013 2012
Taxes payable  $1,536 $10,636
Deferred income taxes  3,855  2,916
Total current income taxes payable and deferred $5,391 $13,552

Taxes paid, net of refunds, amounted to $29.4 million in 2013, $15.1 million in 2012, and $13.7 million in 2011.

74
 

9. Earnings Per Share

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

(in thousands, except market price data)   2013   2012   2011
             
Net income attributable to the Company   $17,517   $30,977   $34,938
             
Weighted average number of shares:            
             
 Weighted average number of shares used in            
 calculating basic net income/(loss) per share    31,649    31,356    31,262
             
Effect of dilutive stock-based compensation plans:            
             
 Stock options    129    57    104
             
 Long-term incentive plan    156    223    144
             
Weighted average number of shares used in            
calculating diluted net income per share    31,934    31,636    31,510
             
Effect of stock-based compensation plans            
that were not included in the computation of             
diluted earnings per share because             
to do so would have been antidilutive    -    -    -
             
Average market price of common stock used            
for calculation of dilutive shares   $31.85   $21.51   $23.44
             
Net income per share:            
             
 Basic   $0.55   $0.99   $1.12
             
 Diluted   $0.55   $0.97 * $1.11
             
As of December 31, 2013, 2012, and 2011, there was no dilution resulting from the convertible debt instrument, purchased call option, and warrant that are described in Note 14.
             
* Due to a loss from continuing operations in 2012, the calculation of diluted income per share     
cannot be calculated by dividing net income by the diluted shares in the table above. See Statement    
of Income.            

Shares outstanding, net of treasury shares, were 31.8 million as of December 31, 2013, 31.4 million as of December 31, 2012, and 31.3 million as of December 31, 2011.

10. Accumulated Other Comprehensive Income

The Company adopted the provisions of Accounting Standards Update 2013-02 in the first quarter of 2013, which requires enhanced disclosures of Accumulated Other Comprehensive Income (AOCI).

In the third quarter of 2013, the Company modified certain provisions of its U.S. postretirement plan. The change in plan benefits decreased pretax liabilities by $8.0 million, resulting in a $4.9 million increase to AOCI.

75
 

The table below presents changes in the components of AOCI for the period December 31, 2012 to December 31,2013:

(in thousands)  Translation adjustments  Pension and postretirement liability adjustments  Derivative valuation adjustment  Total Other Comprehensive Income
        
Balance, December 31, 2012  ($7,659)  ($69,484)  ($2,878)  ($80,021)
                 
Other comprehensive income before reclassifications  7,521   614   742   8,877 
Postretirement plan change in benefits      4,864       4,864 
Pension/postretirement plan remeasurement      13,771       13,771 
Pension plan change in benefits      (374)      (374)
Interest expense related to swaps reclassified to the Statement of Income, net of tax          1,159   1,159 
Pension and postretirement liability adjustments reclassified to Statement of Income, net of tax      2,226       2,226 
Net current period other comprehensive income  7,521   21,101   1,901   30,523 
                 
Balance, December 31, 2013  ($138)  ($48,383)  ($977)  ($49,498)

 

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. The table below presents the amounts reclassified, and the line items of the Statement of Income that were affected.

Expense/(income)
(in thousands)
  Twelve months ended December 31, 2013
Pretax Derivative valuation reclassified from Accumulated Other Comprehensive Income:    
 Swap interest expense  $1,900 
 Income tax effect  (741)
Effect on net income due to items reclassified from Accumulated Other Comprehensive Income  $1,159 
     
Pretax pension and postretirement liabilities reclassified from Accumulated Other Comprehensive Income:    
 Amortization of prior service cost/(credit)  ($3,905)
 Amortization of transition obligation  70 
 Amortization of net actuarial loss  6,512 
Total pretax amount reclassified(a)  2,677 
     
Income tax effect  (451)
Effect on net income due to items reclassified from Accumulated Other Comprehensive Income  $2,226 
(a)These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 5).

 

76
 

 

11. Property, Plant and Equipment

The components of property, plant and equipment are summarized below:

(in thousands)  2013  2012  Estimated useful life
            
Land and land improvements  $27,081   $26,985   25 years for improvements
            
Buildings  240,849   244,104   25 to 40 years
            
Machinery and equipment  903,037   863,811   10 years
            
Furniture and fixtures  6,818   7,249   5 years
            
Computer and other equipment  12,843   11,946   3 to 10 years
            
Software  50,246   47,576   5 to 8 years
            
Property, plant and equipment, gross  1,240,874   1,201,671    
            
Accumulated depreciation  (822,044)  (781,517)   
            
Property, plant and equipment, net  $418,830   $420,154    

 

Expenditures for maintenance and repairs are charged to income as incurred and amounted to $17.5 million in 2013, $17.0 million in 2012, and $20.0 million in 2011.

Depreciation expense was $57.0 million in 2013, $56.6 million in 2012, $56.1 million in 2011. Software amortization is recorded in Selling, general, and administrative expense and was $6.0 million in 2013, $5.8 million in 2012 and 2011. Capital expenditures, including capitalized software, were $64.5 million in 2013, $37.2 million in 2012, and $27.4 million in 2011. Unamortized software cost was $19.2 million and $22.4 million as of December 31, 2013 and 2012, respectively.

12. 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 reporting units 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.

77
 

The entire balance of goodwill on our books is attributable to the Machine Clothing business. In the second quarter of 2013, the Company applied the quantitative assessment approach in performing its annual evaluation of goodwill and concluded that no impairment provision was required. In addition, there were no amounts at risk due to the large spread between the fair and carrying values.

We are continuing to amortize certain patents, trade names, customer contracts and technology assets that have finite lives. The changes in intangible assets and goodwill from December 31, 2011 to December 31, 2013, were as follows:

(in thousands) Balance at
December 31, 2012
Amortization Currency
Translation 
Balance at
December 31,
2013
         
Amortized intangible assets:        
 AEC trade names $38 ($5)  $- $33
 AEC customer contracts  606  (202)  -  404
 AEC technology  204  (25)  -  179
Total amortized intangible assets $848 ($232)  $- $616
         
Unamortized intangible assets:        
 Goodwill $76,522  $ - $2,368 $78,890

 

(in thousands) Balance at
December 31, 2011
Amortization Currency
Translation 
Balance at
December 31,
2012
         
Amortized intangible assets:        
 AEC trade names $43 ($5)  $ - $38
 AEC customer contracts  808  (202)  -  606
 AEC technology  228  (24)  -  204
Total amortized intangible assets $1,079 ($231)  $ - $848
         
Unamortized intangible assets:        
 Goodwill $75,469  $ - $1,053 $76,522

 

Estimated amortization expense of intangibles for the years ending December 31, 2014 through 2018, is as follows:

    Annual amortization
Year   (in thousands)
2014    231
2015    231
2016    29
2017    29
2018    29

 

78
 

13. Accrued Liabilities

Accrued liabilities consist of:

(in thousands)   2013 2012
Salaries and wages   $18,177 $18,562
Accrual for compensated absences    12,886 12,985
Employee benefits    9,960 9,627
Pension liability - current portion    2,321 2,318
Postretirement medical benefits - current portion    5,056 5,547
Returns and allowances    22,428 19,536
Interest    2,131 3,062
Restructuring costs    9,656 4,947
Dividends    4,765  -
Workers' compensation    2,582 2,924
Billings in excess of revenue recognized     7,081 4,920
Professional fees    2,486 3,173
Utilities    1,175 1,073
Other    11,627 14,583
Total   $112,331 $103,257

 

14. Financial Instruments

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

(in thousands, except interest rates) 2013  2012 
       
Private placement with a fixed interest rate of 6.84%, $50,000 paid in October 2013, remaining due 2015 through 2017 $100,000  $150,000 
       
Credit agreement with borrowings outstanding at an end of period interest rate of 2.53% in 2013 and 3.92% in 2012 (including the effect of interest rate hedging transactions, as described below), due in 2018 200,000  132,000 
       
Convertible notes, par value $28,437, issued in March 2006 with fixed contractual interest rates of 2.25%, due in 2026, redeemed March 2013 -  28,261 
       
Various notes and mortgages relative to operations principally outside the United States, at an average end of period rate of 3.10% in 2013 and 3.06% in 2012, due in varying amounts through 2021 3,875  8,892 
       
Long-term debt 303,875  319,153 
       
Less: current portion (3,764) (83,276)
       
Long-term debt, net of current portion $300,111  $235,877 

 

79
 

Principal payments due on long-term debt are: 2014, $3.8 million; 2015, $50.0 million; 2017, $50.0 million and 2018, $200.0 million. Total principal payments in 2016, 2019 and thereafter total $0.0 million. Cash payments of interest amounted to $16.1 million in 2013, $18.4 million in 2012, and $20.2 million in 2011.

A note agreement and guaranty (“Prudential agreement”) was entered into in October 2005, and was amended and restated as September 17, 2010 and March 26, 2013, with the Prudential Insurance Company of America, and certain other purchasers, in an aggregate principal amount of $150 million, with interest at 6.84% and a maturity date of October 25, 2017. The Prudential Agreement provides for mandatory payments of $50 million on each of October 25, 2013, and October 25, 2015, of which the first payment was made on schedule. At the noteholders’ election, certain prepayments may also be required in connection with certain asset dispositions or financings. The notes may not otherwise be prepaid without a premium, under certain market conditions. The Prudential Agreement contains customary terms, as well as affirmative covenants, negative covenants, and events of default comparable to those in our current principal credit facility (as described below). For disclosure purposes, we are required to measure the fair value of outstanding debt on a recurring basis. As of December 31, 2013, the fair value of the Prudential Agreement was approximately $114.5 million, which was measured using active market interest rates, which would be considered Level 2 for fair value measurement purposes.

On March 26, 2013, we entered into a $330 million, unsecured Five-Year Revolving Credit Facility Agreement (“Credit Agreement”), under which $200 million of borrowings were outstanding as of December 31, 2013. The Credit Agreement replaces the previous $390 million five-year Credit Agreement made in 2010. The applicable interest rate for borrowings under the Credit Agreement, as well as under the former agreement, is LIBOR plus a spread, based on our leverage ratio at the time of borrowing. At the time of the last borrowing on December 23, 2013, the spread was 1.375%. The spread is based on a pricing grid, which ranges from 1.25% to 1.875%, based on our leverage ratio.

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. Based on our maximum leverage ratio and our consolidated EBITDA (as defined in the Credit Agreement), and without modification to any other credit agreements, as of December 31, 2013, we would have been able to borrow an additional $130 million under our agreement.

On July 16, 2010, we entered into interest rate hedging transactions that have the effect of fixing the LIBOR portion of the effective interest rate (before addition of the spread) on $105 million of the indebtedness drawn under the Credit Agreement at the rate of 2.04% until July 16, 2015. Under the terms of these transactions, we pay the fixed rate of 2.04% and the counterparties pay a floating rate based on the three-month LIBOR rate at each quarterly calculation date, which on October 16, 2013 was 0.25%. The net effect is to fix the effective interest rate on $105 million of indebtedness at 2.04%, plus the applicable spread, until these swap agreements expire. On December 31, 2013, the all-in rate on the $105 million of debt was 3.415%.

On May 20, 2013, we entered into interest rate hedging transactions for the period July 16, 2015 through March 16, 2018. These transactions have the effect of fixing the LIBOR portion of the effective interest rate (before addition of the spread) on $110 million of indebtedness drawn under the Credit Agreement at the rate of 1.414% during this period. Under the terms of these transactions, we pay the fixed rate of 1.414% and the counterparties pay a floating rate based on the one-month LIBOR rate at each monthly calculation date, which on December 31, 2013 was 0.17%. The net effect is to fix the effective interest rate on $110 million of indebtedness at 1.414%, plus the applicable spread, during the swap period.

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. No cash collateral was received or pledged in relation to the swap agreements.

80
 

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

As of December 31, 2013, our leverage ratio was 1.78 to 1.00 and our interest coverage ratio was 8.85 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 the acquisition.

On March 15, 2013, the Company redeemed, at 100 percent of par, all remaining 2.25% Convertible Senior Notes due 2026 (the “Notes”). The cash payments of $28.4 million were funded by borrowings under the Credit Agreement.

In connection with the original sale of the Notes in 2006, we entered into hedge and warrant transactions with respect to our Class A common stock. These transactions were intended to reduce the potential dilution upon conversion of the Notes by providing us with the option, subject to certain exceptions, to acquire shares in an amount equal to the number of shares that we would be required to deliver upon conversion of the Notes. These transactions had the economic effect to the Company of increasing the conversion price of the Notes to $52.25 per share. These transactions had a net cost of $14.7 million. The hedge transactions expired on March 15, 2013 and all warrants were expired by September 10, 2013.

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 December 31, 2013.

15. Fair-Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting principles establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Level 3 inputs are unobservable data points for the asset or liability, and include situations in which there is little, if any, market activity for the asset or liability. As of December 31, 2013 and 2012, we have no Level 3 financial assets or liabilities.

81
 

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

 

    December 31, 2013   December 31, 2012  
    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   $25,073   $ -    $ 33,171   $ -  
 Prepaid expenses and other current assets:                  
 Foreign currency instruments    -    -    -    -  
 Other Assets:                  
 Common stock of foreign public company    952    -    562    -  
 Interest rate swap    -    1,517  (a)   -    -  
Liabilities:                  
 Other noncurrent liabilities                  
 Interest rate swap    -     (3,119)  (b)   -    (4,718)  (c) 

(a)Net of $5.6 million receivable floating leg and $4.1 million liability fixed leg
(b)Net of $0.7 million receivable floating leg and $3.8 million liability fixed leg
(c)Net of $1.2 million receivable floating leg and $5.9 million liability fixed leg

During 2013 and 2012 there were no transfers between levels 1, 2, and 3.

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 a 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 recorded in the Shareholders’ Equity section of the Consolidated Balance Sheets rather than 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.

Foreign currency instruments are entered into periodically, and consist of foreign currency option contracts and forward contracts that are valued using quoted prices in active markets obtained from independent pricing sources. These instruments are measured using market foreign exchange prices and are recorded in the Consolidated Balance Sheets as Other current assets and Accounts payable, as applicable. Changes in fair value of these instruments are recorded as gains or losses within Other expense/ (income), net. Losses totaled $0.1 million during 2013, and gains totaled $0.0 million during 2012.

When exercised, the foreign currency instruments are net settled with the same financial institution that bought or sold them. For all positions, whether options or forward contracts, there is risk from the possible inability of the financial institution to meet the terms of the contracts and the risk of unfavorable changes in interest and currency rates, which may reduce the value of the instruments. We seek to control 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.

82
 

We operate our business in many regions of the world, and currency rate movements can have a significant effect on operating results.

Changes in exchange rates can result in revaluation gains and losses that are recorded in Selling, General and Administrative expenses or Other expense/ (income), net. Revaluation gains and losses occur when our business units have cash, intercompany (recorded in Other expense/ (income), net) or third-party trade receivable or payable balances (recorded in Selling, General and Administrative expenses) 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 income statement 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 Other noncurrent liabilities in the Consolidated Balance Sheets. Unrealized gains and losses on the swaps will 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. As of December 31, 2013, these interest rate swaps were determined to be 100% effective hedges of interest rate cash flow risk. 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) affect earnings. Interest expense related to the swaps totaled $1.9 million for 2013, $1.7 million for 2012, and $1.9 million for 2011.

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

  Years ended December 31,
(in thousands) 2013   2012
       
Derivatives not designated as hedging instruments      
 Forward exchange options  $(107)    $33

 

16. Other Noncurrent Liabilities

As of December 31 of each year, Other noncurrent liabilities consists of:

       
(in thousands) 2013   2012
       
Pension liabilities $40,981   $49,820
Postretirement benefits other than pensions  56,052    78,821
Interest rate swap agreement  3,119    4,718
Incentive and deferred compensation  4,960    2,087
Other  902    566
Total $106,014   $136,012

 

83
 

17. Commitments and Contingencies

Principal leases are for machinery and equipment, vehicles, and real property. Certain leases contain renewal and purchase option provisions at fair values. There were no significant capital leases entered into during 2013. Total rental expense amounted to $4.6 million in 2013, $5.8 million in both 2012 and 2011.

Future rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year, as of December 31, 2013 are: 2014, $4.4 million; 2015, $2.7 million; 2016, $1.4 million; 2017, $0.4 million, and 2018 and thereafter, $1.6 million.

Asbestos Litigation

Albany International Corp. is a defendant in suits brought in various courts in the United States by plaintiffs who allege that they have suffered personal injury as a result of exposure to asbestos-containing products that we previously manufactured. We produced asbestos-containing paper machine clothing synthetic dryer fabrics marketed during the period from 1967 to 1976 and used in certain paper mills. Such fabrics generally had a useful life of three to twelve months.

We were defending 4,315 claims as of January 31, 2014.

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

Year ended December 31, Opening
Number of
Claims
Claims Dismissed,
Settled, or Resolved
New Claims Closing
Number of Claims
Amounts Paid (thousands) to
Settle or Resolve
2005  29,411  6,257  1,297  24,451  $504
2006  24,451  6,841  1,806  19,416  3,879
2007  19,416  808  190  18,798  15
2008  18,798  523  110  18,385  52
2009  18,385  9,482  42  8,945  88
2010  8,945  3,963  188  5,170  159
2011  5,170  789  65  4,446  1,111
2012  4,446  90  107  4,463  530
2013 as of
January 31, 2014
4,463 233 85 4,315  $ 82

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.

Exposure and disease information sufficient to meaningfully estimate a range of possible loss of a particular claim is typically not available until late in the discovery process, and often not until a trial date is imminent and a settlement demand has been received. For these reasons, we do not believe a meaningful estimate can be made regarding the range of possible loss with respect to 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 insurer, Liberty Mutual, has defended each case and funded settlements under a standard reservation of rights. As of January 31, 2014, we had resolved, by means of settlement or dismissal, 36,603 claims. The total cost of resolving all claims was $8.7 million. Of this amount, almost 100% was paid by our insurance carrier. The Company has over $125 million in confirmed insurance coverage that should be available with respect to current and future asbestos claims, as well as additional insurance coverage that we should be able to access.

84
 

Brandon Drying Fabrics, Inc. (“Brandon”), a subsidiary of Geschmay Corp., which is a subsidiary of the Company, is also a separate defendant in many of the asbestos cases in which Albany is named as a defendant. Brandon was defending against 7,815 claims as of January 31, 2014.

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

Year ended
December 31,
Opening
Number of
Claims
Claims Dismissed,
Settled, or Resolved
New Claims Closing
Number of Claims
Amounts
Paid
(thousands)
to Settle or Resolve
2005  9,985  642  223  9,566  $ - 
2006  9,566  1,182  730  9,114  - 
2007  9,114  462  88  8,740  - 
2008  8,740  86  10  8,664  - 
2009  8,664  760  3  7,907  - 
2010  7,907  47  9  7,869  - 
2011  7,869  3  11  7,877  - 
2012  7,877  12  2  7,867  - 
2013 as of
January 31, 2014
 7,867  55  3  7,815  $ - 

 

We acquired Geschmay Corp., formerly known as Wangner Systems Corporation, in 1999. Brandon is a wholly owned subsidiary of Geschmay Corp. In 1978, Brandon acquired certain assets from Abney Mills (“Abney”), a South Carolina textile manufacturer. Among the assets acquired by Brandon from Abney were assets of Abney’s wholly owned subsidiary, Brandon Sales, Inc. which had sold, among other things, dryer fabrics containing asbestos made by its parent, Abney. Although Brandon manufactured and sold dryer fabrics under its own name subsequent to the asset purchase, none of such fabrics contained asbestos. Because Brandon did not manufacture asbestos-containing products, and because it does not believe that it was the legal successor to, or otherwise responsible for obligations of Abney with respect to products manufactured by Abney, it believes it has strong defenses to the claims that have been asserted against it. As of January 31, 2014, Brandon has resolved, by means of settlement or dismissal, 9,788 claims for a total of $0.2 million. Brandon’s insurance carriers initially agreed to pay 88.2% of the total indemnification and defense costs related to these proceedings, subject to the standard reservation of rights. The remaining 11.8% of the costs had been borne directly by Brandon. During 2004, Brandon’s insurance carriers agreed to cover 100% of indemnification and defense costs, subject to policy limits and the standard reservation of rights, and to reimburse Brandon for all indemnity and defense costs paid directly by Brandon related to these proceedings.

For the same reasons set forth above with respect to Albany’s claims, as well as the fact that no amounts have been paid to resolve any Brandon claims since 2001, we do not believe a meaningful estimate can be made regarding the range of possible loss with respect to these remaining claims.

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

85
 

Although we do not believe, based on currently available information and for the reasons stated above, that a meaningful estimate of a range of possible loss can be made with respect to such claims, based on our understanding of the insurance policies available, how settlement amounts have been allocated to various policies, our settlement experience, the absence of any judgments against the Company or Brandon, the ratio of paper mill claims to total claims filed, and the defenses available, we currently do not anticipate any material liability relating to the resolution of the aforementioned pending proceedings in excess of existing insurance limits.

Consequently, 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 and the trends in claims against us to date, we do not anticipate that additional claims likely to be filed against us in the future will have a material adverse effect on our financial position, results of operations, or cash flows. We are aware that litigation is inherently uncertain, especially when the outcome is dependent primarily on determinations of factual matters to be made by juries.

18. Translation Adjustments

The Consolidated Statements of Cash Flows were affected by translation as follows:

(in thousands)  2013  2012  2011
             
Change in cumulative translation adjustments  $7,521   $18,287   ($13,070)
Accounts receivable  69   (1,119)  4,284 
Inventories  705   (779)  2,756 
Property, plant and equipment, net  (625)  (7,859)  2,789 
Goodwill and intangibles  (2,368)  (1,053)  2,449 
Deferred taxes  (116)  (7,895)  1,204 
Other noncurrent liabilities  952   1,352   (1,209)
Other  706   (1,015)  (2,576)
Effect of exchange rate changes  $6,844   ($81)  ($3,373)

The change in cumulative translation adjustments includes the following:

(in thousands)  2013  2012  2011
             
Translation of non-U.S. subsidiaries  $25,573   $16,589   ($17,061)
Gain/(loss) on long-term intercompany loans  (18,052)  1,698   3,991 
Effect of exchange rate changes  $7,521   $18,287   ($13,070)

 

19. Stock Options and Incentive Plans

We recognized no stock option expense during 2013, 2012 or 2011 and there are currently no remaining unvested options for which stock-option compensation costs will be recognized in future periods.

There have been no stock options granted since November 2002 and we have no stock option plan under which options may be granted. Options issued under previous plans and still outstanding were exercisable in five cumulative annual amounts beginning twelve months after date of grant. Option exercise prices were normally equal to and were not permitted to be less than the market value on the date of grant. Unexercised options generally terminate twenty years after the date of grant for all plans, and must be exercised within ten years of retirement.

86
 

Activity with respect to these plans is as follows:

  2013 2012 2011
Shares under option January 1  507,313  597,313  639,163
Options canceled  -  23,300  400
Options exercised  278,780  66,700  41,450
Shares under option at December 31  228,533  507,313  597,313
Options exercisable at December 31  228,533  507,313  597,313

 

The weighted average exercise price is as follows:

  2013 2012 2011
Shares under option January 1 $19.45 $19.54 $19.51
Options granted  -  -  -
Options canceled  -  21.23  20.54
Options exercised  19.87  19.65  19.03
Shares under option December 31  18.94  19.45  19.54
Options exercisable December 31  18.94  19.45  19.54

 

As of December 31, 2013, the aggregate intrinsic value of vested options was $3.9 million. The aggregate intrinsic value of options exercised was $3.1 million in 2013, $0.2 million in 2012, and $0.3 million in 2011.

Executive Management share-based compensation:

In 2011, shareholders approved the Albany International 2011 Incentive Plan, replacing the similar 2005 Incentive Plan approved by shareholders in 2005. Awards granted to date under these plans provide key members of management with incentive compensation based on achieving certain performance targets over a three year period. Such awards are paid out partly in cash and partly in shares of Class A Common Stock. In March 2013 we issued 40,255 shares and made cash payments totaling $1.1 million. In March 2012 we issued 6,727 shares and made cash payments totaling $0.2 million, and in March 2011, we issued 32,177 shares and made cash payments totaling $0.8 million. Shares that are expected to be paid out are included in the calculation of diluted earnings per share. If a person terminates employment prior to the award becoming fully vested, the person may forfeit all or a portion of the incentive compensation award. Expense associated with these awards is recognized over the vesting period, which includes the year for which performance targets are measured and may, if payment is made over three years, include the two subsequent years. In connection with this plan, we recognized expense of $2.4 million per year in 2013, 2012 and 2011.

In 2011, the Board of Directors modified the annual incentive plan for executive management whereby 40 percent of the earned incentive compensation is payable in the form of shares of Class A Common Stock. In March 2013, the Company issued 34,988 shares and made cash payments totaling $2.0 million as a result of performance in 2012. In March 2012, the Company issued 27,768 shares and made cash payments totaling $1.5 million as a result of performance in 2011. Expense recorded for this plan was $2.3 million in 2013, $3.4 million in 2012, and $2.7 million in 2011.

The grant date share price is determined when the awards are approved each year and that price is used for measuring the cost for the share-based portion of the award. Shares payable under these plans generally vest immediately prior to payment. Participants may elect to receive shares net of applicable income taxes, which is taken into consideration for the calculation of diluted earnings per share. As of December 31, 2013, there were 339,050 shares of Company stock authorized for the payment of awards under these plans. Information with respect to these plans is presented below:

  Number of shares Weighted
average grant
date value
per share
Year-end intrinsic value (000's)
Shares potentially payable at January 1, 2011 90,871  $22.40  $2,153 
Forfeitures -  -    
Payments (34,268) $22.40    
Shares accrued based on 2011 performance 104,677  $24.62    
Shares potentially payable at December 31, 2011 161,280  $23.74  $3,729 
Forfeitures -  -    
Payments (44,347) $24.62    
Shares accrued based on 2012 performance 112,428  $27.15    
Shares potentially payable at December 31, 2012 229,361  $24.13  $5,202 
Forfeitures -  -    
Payments (118,364) $23.05    
Shares accrued based on 2013 performance 74,567  $31.62    
Shares potentially payable at December 31, 2013 185,564  $27.51  $6,667 

 

Other Management share-based compensation:

In 2003, the Company adopted a Restricted Stock Program under which certain key employees are awarded restricted stock units. Such units vest over a five-year period and are paid annually in cash based on current market prices of the Company’s stock. The amount of compensation expense is subject to changes in the market price of the Company’s stock. The amount of compensation cost attributable to such units is recorded in Selling, general and administrative expenses and was $2.5 million in 2013, $1.9 million in 2012, and $2.5 million in 2011. The Company has not awarded new restricted stock units since November 2010. However, awards up to that time will continue to vest until 2015.

87
 

In 2012, the Company adopted a Phantom Stock Plan that replaces the Restricted Stock Program. Awards under this program also vest over a five-year period and are paid annually in cash based on current market prices of the Company’s stock. Under this program, employees may earn more or less than the target award based on the Company’s results in the year of the award. Expense recognized for this plan amounted to $1.5 million in 2013 and $0.5 million in 2012.

In 2008, the Company granted restricted stock units to certain executives. Upon vesting, each restricted stock unit is payable in cash. These grants vested in 2011 and 2012. Expense recognized for these grants was $0.5 million in 2012 and $1.3 million in 2011. In 2012, the Company granted additional restricted stock units to two executives. The amount of compensation expense is subject to changes in the market price of the Company’s stock and is recorded in Selling, general, and administrative expenses. These grants will vest various periods from 2015 to 2017. Expense recognized for these grants was $1.0 million in 2013 and $0.4 million in 2012.

The determination of compensation expense for other management share-based compensation plans is based on the number of outstanding share units, the end-of-period share price, and company performance. Share units payable under these plans generally vest immediately prior to payment. Information with respect to these plans is presented below:

Number of
shares
Weighted average
value per share
Cash paid for share based
liabilities(000's)
Share units potentially payable at January 1, 2011  643,232       
Grants  13,037       
Payments  (265,574) $21.57  $5,727 
Forfeitures  (29,276)      
Share units potentially payable at December 31, 2011  361,419       
Grants  220,090       
Payments  (196,360) $21.43  $4,206 
Forfeitures  (34,389)      
Share units potentially payable at December 31, 2012  350,760       
Grants  104,554       
Payments  (85,902) $32.71  $2,810 
Forfeitures  (8,223)      
Share units potentially payable at December 31, 2013  361,189       

The Company maintains a voluntary savings plan covering substantially all employees in the United States. The Plan, known as the ProsperityPlus Savings Plan, is a qualified plan under section 401(k) of the U.S. Internal Revenue Code. Under the plan, employees may make contributions of 1% to 15% of their wages, subject to contribution limitations specified in the Internal Revenue Code. The Company matches between 50% and 100% of each dollar contributed by employees up to a maximum of 5% of pretax income. Prior to February 2011, the Company match was in the form of Class A Common Stock, but the Company has made matching contributions in cash since that date. The investment of employee contributions to the plan is self-directed. The Company’s cost of the plan amounted to $4.1 million in 2013, $3.8 million for 2012, and $3.7 million for 2011.

The Company’s profit-sharing plan covers substantially all employees in the United States. After the close of each year, the Board of Directors determines the amount of the profit-sharing contribution. Company contributions to the plan are in the form of cash. The expense recorded for this plan was $1.6 million in 2013, $1.8 million in 2012, and $2.3 million in 2011.

 

20. Shareholders’ Equity

We have two classes of Common Stock, Class A Common Stock and Class B Common Stock, each with a par value of $0.001 and equal liquidation rights. Each share of our Class A Common Stock is entitled to one vote on all matters submitted to shareholders, and each share of Class B Common Stock is entitled to ten votes. Class A and Class B Common Stock will receive equal dividends as the Board of Directors may determine from time to time. The Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time. At December 31, 2013, 3.5 million shares of Class A Common Stock were reserved for the conversion of Class B Common Stock and the exercise of stock options.

In August 2006, we announced that the Board of Directors authorized management to purchase up to 2.0 million additional shares of our Class A Common Stock. The Board’s action authorizes management to purchase shares from time to time, in the open market or otherwise, whenever it believes such purchase to be advantageous to our shareholders, and it is otherwise legally permitted to do so. We have made no share purchases under the August 2006 authorization. Activity in shareholders’ equity for 2011, 2012, and 2013 is presented below:

88
 

 

  Class A Class B Additional paid-in capital Amount Retained earnings Amount Accumulated items of other comprehensive income Amount Treasury Stock  
  Common Stock Common Stock Class A Noncontrolling 
(in thousands) Shares Amount Shares Amount Shares Amount Interest
                     
Balance: January 1, 2011  36,442 $36  3,236 $3 $387,876 $403,048 ($106,672)  8,485 ($258,031) $-
                     
Compensation and benefits paid or payable in shares  57  1 - -  2,712 - - - - -
Options exercised  42  - - -  883  -  - -   -
Shares issued to Directors - - - -  24  -  - (5) 111 -
Net income  -  -  -  -  -  34,938  -  -  - -
Dividends declared  -  -  -  -  -  (15,942)  -  -  - -
Cumulative translation adjustments  -  -  -  -  -  -  (13,070)  -  - -
Pension and postretirement liability adjustments  -  -  -  -  -  -  (17,749)  -  - -
Derivative valuation adjustment  -  -  -  -  -  -  (2,318)  -  - -
Balance: December 31, 2011  36,541 $37  3,236 $3 $391,495 $422,044 ($139,809)  8,480 ($257,920) $-
Compensation and benefits paid or payable in shares  34  - - -  2,573 - - - - -
Options exercised  67  - - -  1,352  -  - -   -
Shares issued to Directors  - - - -  (39)  -  - (12) 256 -
Net income  -  -  -  -  -  30,977  -  -  - -
Dividends declared  -  -  -  -  -  (17,246)  -  -  - -
Cumulative translation adjustments  -  -  -  -  -