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(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
i216 Airport Drive, iRochester, iNew
Hampshire
(Address of principal executive offices)
i14-0462060
(IRS Employer Identification No.)
i03867
(Zip Code)
i603-i330-5850
(Registrant’s
telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iClass A Common Stock, $0.001
par value per share
iAIN
The New York Stock Exchange (NYSE)
iClass B Common Stock, $0.001 par value per share
iAIN
The
New York Stock Exchange (NYSE)
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. iYes☒
No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). iYes☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
iLarge
accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging
growth company
i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i☐ No ☒
The registrant had i30.7
million shares of Class A Common Stock and i1.6 million shares of Class B Common Stock outstanding as of July 21, 2020.
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary for a fair presentation of results for such periods. Albany International Corp. (Albany, the Registrant, the Company, we, us, or our) consolidates the financial results of its subsidiaries
for all periods presented. The results for any interim period are not necessarily indicative of results for the full year.
The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in Albany International Corp.’s Consolidated Financial Statements and accompanying Notes. Actual results could differ materially from those estimates.
The information included in this Quarterly Report on Form 10-Q should be read in conjunction with Albany International Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019.
Effective January 1, 2020, we adopted the provisions of ASC
326, Current Expected Credit Losses (CECL), using the effective date (or modified retrospective) approach for transition. Under this transition method, periods prior to 2020 were not restated. The pre-tax cumulative effect of initially applying the new standard was an increase in credit loss reserves of $i1.8 million, primarily for Accounts receivable and Contract assets.
Including tax effects, Retained earnings was reduced by $i1.4 million as a result of transitioning to the new standard. The effect of the application of CECL during the first quarter of 2020 is further described in Notes 11 and 12.
/
2.
iReportable 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 Machine Clothing (“MC”) segment supplies permeable and impermeable belts used in the manufacture of paper, paperboard, tissue and towel, nonwovens, fiber cement and several other industrial applications.
We sell our MC products directly to customer end-users in countries across the globe. Our products, manufacturing processes, and distribution channels for MC are substantially the same in each region of the world in which we operate.
We design, manufacture, and market paper machine clothing (used in the manufacturing of paper, paperboard, tissue and towel) for each section of the paper machine and for every grade of paper. Paper machine clothing products are customized, consumable products of technologically sophisticated design that utilize polymeric materials in a complex structure.
The Albany Engineered Composites (“AEC”) segment, including Albany Safran Composites, LLC (“ASC”), in which our customer SAFRAN Group (“Safran”) owns a 10 percent noncontrolling interest, provides highly engineered, advanced composite structures to customers in the commercial and
defense aerospace industries. AEC’s largest program relates to CFM International’s LEAP engine. Under this program, AEC through ASC, is the exclusive supplier of advanced composite fan blades and cases under a long-term supply contract. The manufacturing spaces used for the production of parts under the long-term supply agreement are owned by Safran, and leased to the Company at either a market rent or a minimal cost. All lease expense is reimbursable by Safran to the Company due to the cost-plus nature of the supply agreement. In the fourth quarter of 2019, Safran leased manufacturing space from AEC for the GE9X program. Rent paid by Safran under this lease amounted to $i0.5 million
for the first six months of 2020. AEC net sales to Safran, substantially all of which were through ASC, were $i57.0 million and $i116.3
million in the first six months of 2020 and 2019, respectively.
The total of Accounts receivable, Contract assets and Noncurrent receivables due from Safran amounted to $i105.4 million and $i114.5
million as of June 30, 2020 and December 31, 2019, respectively. Other significant programs by AEC include the F-35, Boeing 787, Sikorsky CH-53K and JASSM, as well as the fan case for the GE9X engine. In 2019, approximately 25 percent of AEC sales were related to U.S. government contracts or programs.
The
following tables show data by reportable segment, reconciled to consolidated totals included in the financial statements:
Three months ended June 30,
Six months ended June 30,
(in thousands)
2020
2019
2020
2019
Net
sales
Machine Clothing
$
i153,433
$
i155,016
$
i290,035
$
i299,349
Albany
Engineered Composites
i72,557
i118,933
i171,719
i225,972
Consolidated
total
$
i225,990
$
i273,949
$
i461,754
$
i525,321
Operating
income/(loss)
Machine Clothing
$
i56,543
$
i49,538
$
i103,718
$
i93,781
Albany
Engineered Composites
i8,299
i17,732
i15,922
i27,254
Corporate
expenses
(i12,115)
(i13,045)
(i27,319)
(i26,717)
Operating
income
$
i52,727
$
i54,225
$
i92,321
$
i94,318
Reconciling
items:
Interest income
(i348)
(i587)
(i795)
(i1,186)
Interest
expense
i4,171
i5,218
i8,595
i10,234
Other
expense/(income), net
i1,091
i930
i16,660
(i278)
Income
before income taxes
$
i47,813
$
i48,664
$
i67,861
$
i85,548
/
There
were no material changes in the total assets of the reportable segments in the first six months of 2020.
i
The table below presents restructuring costs by reportable segment (also see Note 5):
Three
months ended June 30,
Six months ended June 30,
(in thousands)
2020
2019
2020
2019
Machine Clothing
$
i388
$
i935
$
i1,030
$
i1,336
Albany
Engineered Composites
i2,248
(i32)
i2,248
i51
Corporate
expenses
i201
(i4)
i201
(i4)
Total
$
i2,837
$
i899
$
i3,479
$
i1,383
/
Products
and services provided under long-term contracts represent a significant portion of sales in the Albany Engineered Composites segment and we account for these contracts using the percentage of completion (actual cost to estimated cost) method. 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. In 2020, net adjustments to the estimated profitability of long-term contracts
increased gross profit by $i7.4 million and $i6.4 million for the three and six month periods,respectively, ended June 30, 2020. In 2019, net adjustments to the estimated profitability
of long-term contracts increased gross profit by $i5.0 million and $i5.6 million for the three and six month periods, respectively,
ended June 30, 2019.
We disaggregate revenue earned from contracts with customers for each of our business segments and product groups based on the timing of revenue recognition, and groupings used for internal review purposes.
i
The
following table disaggregates revenue for each product group by timing of revenue recognition:
The
following table disaggregates MC segment revenue by significant product groupings (paper machine clothing (PMC) and engineered fabrics), and, for PMC, the geographical region to which the paper machine clothing was sold:
Three months ended June 30,
Six months ended June 30,
(in thousands)
2020
2019
2020
2019
Americas
PMC
$
i81,225
$
i81,583
$
i154,902
$
i156,923
Eurasia
PMC
i54,166
i54,081
i99,297
i105,519
Engineered
Fabrics
i18,042
i19,352
i35,836
i36,907
Total
Machine Clothing Net sales
$
i153,433
$
i155,016
$
i290,035
$
i299,349
/
In
accordance with ASC 606, we do not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Contracts in the MC segment are generally for periods of less than a year. Most contracts in the AEC segment are short duration firm-fixed-price orders representing performance obligations with an original maturity of less than one year. Remaining performance obligations on contracts that had an original duration of greater than one year totaled $i85
million and $i112 million as of June 30, 2020 and 2019, respectively, and related primarily to firm contracts in the AEC segment. Of the remaining performance obligations as of June 30, 2020, we expect to recognize as revenue approximately $i52
million during 2020 and the remainder during 2021.
3. iBusiness Acquisition
On November 20, 2019, the Company acquired CirComp GmbH, a privately-held developer and manufacturer of high-performance
composite components located in Kaiserslautern, Germany for $i32.4 million. The Company also agreed to pay approximately $i5.5
millionthat will become due as certain post-closing obligations are performed. Expense related to that agreement will be recognized over the ifive years performance period. The Company funded the acquisition using a combination of cash on hand and funds drawn on its revolving credit facility. In March 2020, the Company purchased, in cash, the primary operating facility in Germany for $i5.8
million, which resulted in the recording of land and building assets, and the removal of the Right of use assets and associated lease liabilities included in the acquisition-date balance sheet.
The seller provided representations, warranties and indemnities customary for acquisition transactions, including indemnities for certain customer claims identified, before closing. The acquired entity is part of the AEC segment. CirComp specializes in designing and manufacturing customized engineered composite components for aerospace and other demanding industrial applications.
iThe
following table summarizes the allocation of the purchase price to the fair value of the assets and liabilities acquired:
During the first six months of 2020, management identified adjustments to the provisional value of assets and liabilities acquired reported in the Form 10-K for the year ended December 31, 2019, which
resulted in a decrease to Contract assets of $i0.3 million, an increase to Accrued liabilities of $i0.5
million, an increase to Amortizable intangible assets of $i0.3 million, a decrease to Deferred income tax liabilities of $i0.2
million, and an increase to Goodwill of $i0.3 million. Management's review of the purchase price allocation has been completed.
Acquired Goodwill of $i17.7 million
reflects the Company’s belief that the acquisition complements and expands Albany’s portfolio of proprietary, advanced manufacturing technologies for composite components, increases the Company’s position as a leading innovator in advanced materials processing and automation, and opens a geographic footprint in Europe to better serve our global customer base. The acquisition significantly increases the Company’s opportunities for future growth. The goodwill is non-deductible for tax purposes.
4.
iPensions 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 benefits accrued under this plan have been frozen since February 2009. As a result of the freeze,
employees covered by the pension plan will receive, at retirement, benefits already accrued through February 2009 but no new benefits accrue after that date. Benefit accruals under the U.S. Supplemental Executive Retirement Plan ("SERP") were similarly frozen. The eligibility, benefit formulas, and contribution requirements for plans outside of the U.S. vary by location.
Other Postretirement Benefits
The Company also provides certain postretirement benefits to retired employees in the U.S. and Canada. The Company accrues the cost of providing postretirement benefits during the active service period of the employees. The Company
currently funds the plans as claims are paid.
i
The composition of the net periodic benefit cost for the six months ended June 30, 2020 and 2019, was as follows:
Pension
plans
Other postretirement benefits
(in thousands)
2020
2019
2020
2019
Components of net periodic benefit cost:
Service cost
$
i1,148
$
i1,261
$
i100
$
i95
Interest
cost
i3,071
i3,578
i857
i1,057
Expected
return on assets
(i3,415)
(i4,102)
i—
i—
Settlement
cost
i145
i—
i—
i—
Curtailment
cost
i233
i—
i—
i—
Amortization
of prior service cost/(credit)
i16
i34
(i2,244)
(i2,244)
Amortization
of net actuarial loss
i1,180
i1,125
i1,296
i1,114
Net
periodic benefit cost
$
i2,378
$
i1,896
$
i9
$
i22
/
The
amount of net periodic pension cost is determined at the beginning of each year and generally only varies from quarter to quarter when a significant event occurs, such as a curtailment or a settlement. In the second quarter of 2020, the Company recorded expense of $i0.4 million related to curtailments and settlements.
Service
cost for defined benefit pension and postretirement plans are reported in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. Other components of net periodic benefit cost are presented in the income statement separately from the service cost component and outside a subtotal of income from operations, in the line item Other (income)/expense, net in the Consolidated Statements of Income.
5. iRestructuring
In
the second quarter of 2020, AEC reduced its workforce at various locations, principally in the United States, leading to restructuring charges of $i2.2 million.
Machine Clothing restructuring charges for the first six months of 2020 and 2019 were principally related to discontinued operations at its MC production facility in Sélestat, France that was announced in 2017. Since 2017, we have recorded $i13.1
million of restructuring charges related to this action.
We
expect that approximately $i3.7 million of Accrued liabilities for restructuring at June 30, 2020 will be paid within one year and approximately $i0.4
million will be paid the following year. The table below presents the year-to-date changes in restructuring liabilities for 2020 and 2019, all of which are related to termination costs:
The components of Other (Income)/Expense, net are:
Three
months ended June 30,
Six months ended June 30,
(in thousands)
2020
2019
2020
2019
Currency transaction (gains)/losses
$
i17
$
i342
$
i14,851
$
(i1,696)
Bank
fees and amortization of debt issuance costs
i93
i72
i168
i181
Components
of net periodic pension and postretirement cost other than service
i754
i281
i1,139
i562
Other
i227
i235
i502
i675
Total
$
i1,091
$
i930
$
i16,660
$
(i278)
/
Other
(Income)/Expense, net for the first three months of 2020 includes losses related to the revaluation of nonfunctional-currency balances of $i14.8 million, which principally resulted from an intercompany demand loan payable by a Mexican subsidiary combined with the effects of a much weaker peso in 2020. As a result of changes in
business
conditions that occurred in the first quarter of 2020, certain loan repayments are no longer expected in the foreseeable future and, beginning April 1, 2020, the revaluation effects for those loans are being recorded in Other comprehensive income. This resulted in gains of $i0.6 million being recorded in Other comprehensive income in the second quarter of 2020. Other (income)/expense, net, for the first six months of 2019 included gains related to the revaluation of nonfunctional-currency balances of $i1.7
million.
7. iIncome Taxes
i
The
following table presents components of income tax expense for the three and six months ended June 30, 2020 and 2019:
Three months ended June 30,
Six months ended June 30,
(in thousands, except percentages)
2020
2019
2020
2019
Income
tax based on income from continuing operations, at estimated tax rates of 34.0% and 28.4%, respectively
$
i16,262
$
i13,821
$
i23,571
$
i24,668
Provision
for change in estimated tax rate
(i490)
(i382)
(i490)
(i382)
Income
tax before discrete items
i15,772
i13,439
i23,081
i24,286
Discrete
tax expense:
Exercise of U.S. stock options
i—
(i6)
i—
(i56)
Adjustments
to prior period tax liabilities
i879
i—
i767
i—
Provision
for/resolution of tax audits and contingencies, net
(i1,489)
i153
(i1,733)
i347
Out-of-period
adjustments to deferred tax assets
i—
i5
i1,830
(i2,227)
Changes
in opening valuation allowance
(i13)
i—
i3,656
(i1,346)
Changes
in valuation allowance
i222
i841
i222
i841
Other
(i7)
(i27)
(i5)
i36
Total
income tax expense
$
i15,364
$
i14,405
$
i27,818
$
i21,881
/
The
second quarter estimated annual effective tax rate on continuing operations was i34.0 percent in 2020, compared to i28.4
percent for the same period in 2019.
Income tax expense for the quarter was computed in accordance with ASC 740-270, Income Taxes – Interim Reporting. Under this method, loss jurisdictions, which cannot recognize a tax benefit with regard to their generated losses, are excluded from the annual effective tax rate (AETR) calculation and their taxes will be recorded discretely in each quarter.
The Company’s tax rate is affected by recurring items such as the income tax rate in the U.S. and in non-U.S. jurisdictions and the mix of income earned in those jurisdictions, including changes in losses and income from excluded loss jurisdictions, and the impact of discrete items in the respective quarter. The higher estimated second quarter 2020 income tax rate is primarily driven by an increase in losses in
a foreign jurisdiction that is excluded in calculating the quarterly income tax provision.
The Company records the residual U.S. and foreign taxes on certain amounts of foreign earnings that have been targeted for repatriation to the U.S. These amounts are not considered to be indefinitely reinvested, and the Company accrued for the tax cost on these earnings to the extent they cannot be repatriated in a tax-free manner. The Company has targeted for repatriation $i143.0
million of current year and prior year earnings of the Company’s foreign operations. If these earnings were distributed, the Company would be subject to foreign withholding taxes of $i2.3 million and state income taxes of $i2.4
million which have already been recorded.
The Company conducts business globally and, as a result, files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business the Company is subject to examination by taxing authorities throughout the world, including major jurisdictions such as the United States, Brazil, Canada, France, Germany, Italy, Mexico, and Switzerland. The open tax years in these jurisdictions range from i2007 to i2020.
The Company is currently under audit in U.S and non-U.S. tax jurisdictions, including but not limited to Canada and Italy. In the first quarter of 2020, the Company recorded a $i1.8 million out-of-period immaterial charge related to developments in ongoing tax audits, which resulted in a corresponding decrease in deferred tax assets.In the second
quarter
of 2020, the US state tax audit was settled. As a result of the audit settlement, the Company recorded a net tax benefit of $i1.5 million.
The Company recorded a net deferred tax expense of $i1.0 million
due to an adjustment of net operating losses related to settled audits. Additionally, the Company also recorded a $i0.2 million valuation allowance on the net deferred tax assets of one of its foreign subsidiaries in the second quarter of 2020.
The
Company’s subsidiary in Mexico has an intercompany loan payable in U.S. dollars. As a result of the weaker Mexican peso, the Company recorded a revaluation loss of $i12.7 million in the first quarter of 2020. That foreign currency loss is not deductible under Mexican tax law, which had a $i3.7
million discrete tax impact in the first quarter of 2020. This intercompany loan was designated as a long-term loan as of April 1, 2020 and, as such, the foreign currency impacts are not recorded in the income statement.
8. iEarnings Per Share
i
The
amounts used in computing earnings per share and the weighted average number of shares of potentially dilutive securities are as follows:
Three months ended June 30,
Six months ended June 30,
(in thousands, except market price and earnings per share)
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.
iThe table below presents the expense/(income) amounts reclassified, and the line items of the Statement of Income that were affected for the three and six months ended June 30, 2020 and 2019:
Pretax Derivative valuation reclassified from Accumulated Other Comprehensive Income:
Expense/(income)
related to interest rate swaps included in Income before taxes (a)
$
i1,116
$
(i420)
$
i1,523
$
(i872)
Income
tax effect
(i286)
i108
(i390)
i223
Effect
on net income due to items reclassified from Accumulated Other Comprehensive Income
$
i830
$
(i312)
$
i1,133
$
(i649)
Pretax
pension and postretirement liabilities reclassified from Accumulated Other Comprehensive Income:
Pension/postretirement curtailment
$
i378
$
i—
$
i378
$
i—
Amortization
of prior service credit
(i1,114)
(i1,105)
(i2,228)
(i2,210)
Amortization
of net actuarial loss
i1,232
i1,118
i2,476
i2,239
Total
pretax amount reclassified (b)
i496
i13
i626
i29
Income
tax effect
(i143)
(i4)
(i175)
(i9)
Effect
on net income due to items reclassified from Accumulated Other Comprehensive Income
$
i353
$
i9
$
i451
$
i20
(a)Included
in Interest expense, net are payments related to the interest rate swap agreements and amortization of swap buyouts (see Notes 15 and 16).
(b)These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 4).
10. iNoncontrolling Interest
i
The
table below presents a reconciliation of income attributable to the noncontrolling interest and noncontrolling equity in the Company’s subsidiary Albany Safran Composites, LLC:
Six months ended June 30,
(in thousands, except percentages)
2020
2019
Net (loss)/income of Albany Safran Composites (ASC)
$
(i13,612)
$
i4,884
Less:
Return attributable to the Company's preferred holding
i587
i652
Net
(loss)/income of ASC available for common ownership
$
(i14,199)
$
i4,232
Ownership
percentage of noncontrolling shareholder
i10
%
i10
%
Net
(loss)/income attributable to noncontrolling interest
$
(i1,420)
$
i423
Noncontrolling
interest, beginning of year
$
i4,006
$
i3,031
Net
(loss)/income attributable to noncontrolling interest
(i1,420)
i423
Changes
in other comprehensive income attributable to noncontrolling interest
i261
(i6)
Noncontrolling
interest, end of interim period
$
i2,847
$
i3,448
/
11.
iAccounts Receivable
i
Accounts receivable includes trade receivables. In connection with certain
sales in Asia, the Company accepts a bank promissory note as customer payment. The notes may be presented for payment at maturity, which is less than one year. As of June 30, 2020 and December 31, 2019, Accounts receivable consisted of the following:
The
Company has Noncurrent receivables in the AEC segment that represent revenue earned, which has extended payment terms. The Noncurrent receivables are invoiced to the customer, with i2% interest, iover
a 10-year period that began in 2020. iAs of June 30, 2020 and December 31, 2019, Noncurrent receivables consisted of the following:
As
described in Note 1, effective January 1, 2020, the Company adopted the provisions of ASC 326, Current Expected Credit Losses (CECL). The overarching purpose of the new standard is to provide greater transparency and understanding of the Company’s credit risk. The CECL accounting update replaces the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Under the new standard, the Company recognizes an allowance for expected
credit losses on financial assets measured at amortized cost, such as Accounts receivable, Contract assets and Noncurrent receivables. The allowance is determined using a CECL model that is based on an historical average three-year loss rate and is measured by financial asset type on a collective (pool) basis when similar risk characteristics exist, at an amount equal to lifetime expected credit losses. The estimate reflects the risk of loss due to credit default, even when the risk is remote, and considers available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable expected future economic conditions.
While an expected credit loss allowance is recorded at the same time the financial asset is recorded, the
Company monitors financial assets for credit impairment events to assess whether there has been a significant increase in credit risk since initial recognition, and considers both quantitative and qualitative information. The risk of loss due to credit default increases when one or more events occur that can have a detrimental impact on estimated future cash flows of that financial asset. Evidence that a financial asset is subject to greater credit risk include observable data about significant financial difficulty of the customer, a breach of contract, such as a default or past due event, or it becomes probable that the customer will enter bankruptcy or other financial reorganization, among other factors. It may not be possible to identify a single discrete event, but rather, the combined effect of several events may cause an increase in risk of loss.
The
probability of default is driven by the relative financial health of our customer base and that of the industries in which we do business, as well as the broader macro-economic environment. A changing economic environment or forecasted economic scenario can lead to a different probability of default and can suggest that credit risk has changed. Such is the case with the global COVID-19 pandemic, which has increased uncertainty and poses a significant challenge to the macro-economic environment. Management believes this has increased the probability of credit default, causing the Company to increase the allowance for expected credit losses during the current year.
At each reporting period, the Company will recognize the amount of change in current expected credit
losses as an allowance gain or loss in Selling, general, and administrative expenses in the Consolidated Statements of Income.
Financial assets are written-off when the Company has no reasonable expectation of recovering the financial asset, either in its entirety, or a portion thereof. This is the case when the Company determines that the customer does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.
i
The
following table presents the year-to-date (increases)/decreases in the allowance for credit losses for Accounts receivable:
Contract assets includes unbilled amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilized, and revenue recognized exceeds the amount billed to the customer. Contract
assets are transferred to Accounts receivable, net when the entitlement to pay becomes unconditional. Contract liabilities include advance payments and billings in excess of revenue recognized. Contract liabilities are included in Accrued liabilities in the Consolidated Balance Sheets.
Contract assets and Contract liabilities are reported on the Consolidated Balance Sheets in a net position on a contract-by-contract
basis at the end of each reporting period.
Contract
assets increased $i17.0 million during the six-month period ended June 30, 2020. The increase was primarily due to an increase in unbilled revenue related to the satisfaction of performance obligations, in excess of the amounts billed to customers for contracts that were in a contract asset position. There were no impairment losses
related to our Contract assets during the six month periods ended June 30, 2020 and 2019.
As described in Notes 1 and 11, effective January 1, 2020, the Company adopted the provisions of ASC 326, Current Expected Credit Losses (CECL).
i
The
following table presents the year-to-date (increases)/ decreases in the allowance for credit losses for Contract assets:
Contract
liabilities increased $i3.1 million during the six-month period ended June 30, 2020, primarily due to increased billings in excess of revenue recognized from satisfied performance obligations for contracts that were in a contract liability position. Revenue recognized for the six-month periods
ended June 30, 2020 and 2019 that was included in the Contract liability balance at the beginning of the year was $i2.1 million and $i5.2
million, respectively.
13. iInventories
Costs included in inventories are raw materials, labor, supplies and allocable depreciation and overhead. Raw material inventories are valued on an average cost basis. Other inventory cost elements are valued at cost, using the first-in, first-out method. The
Company writes down the inventories for estimated obsolescence, and to lower of cost or net realizable value based upon assumptions about future demand and market conditions. If actual demand or market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Once established, the original cost of the inventory less the related write-down represents the new cost basis of such inventories.
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. Goodwill and intangible assets with indefinite useful lives are not amortized, but are tested for impairment at least annually at the reporting unit level. Impairment is the condition that exists when the carrying amount of a reporting unit, including goodwill,
exceeds its fair value. Our reportable segments are consistent with our operating segments.
Determining the fair value of a reporting unit requires the use of significant estimates and assumptions, including revenue growth rates, operating margins, discount rates, and future market conditions, among others. Goodwill and other long-lived assets are reviewed for impairment whenever events, such as significant changes in the business climate, plant closures, changes in product offerings, or other circumstances indicate that the carrying amount may not be recoverable.
To determine fair value, we utilize market-based approaches and an income approach. Under the market-based approaches, we utilize information regarding the Company, as well as publicly available industry information, to determine earnings
multiples and sales multiples. Under the income approach, we determine fair value based on estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn.
In the second quarter of 2020, management applied the quantitative assessment approach in performing its annual evaluation of goodwill and concluded that no impairment provision was required. As part of this evaluation, the Company considered projected cash flows and market multiples for the Company’s Machine Clothing reporting unit and three AEC reporting units. Management performed assessments as to whether the fair value
of each reporting unit was less than its carrying value as of June 30, 2020 and concluded that it was more likely than not that each reporting unit’s fair value continued to exceed its carrying value. In addition, there were no amounts at risk due to the estimated spread between the fair and carrying values. Accordingly, no impairment charges have been recorded during the six months ended June 30, 2020.
iWe
are continuing to amortize certain patents, trade names, customer relationships, customer contracts and technology assets that have finite lives. The gross carrying value, accumulated amortization and net values of intangible assets and goodwill as of June 30, 2020 and December 31, 2019, were as follows:
Revolving credit agreement with borrowings outstanding at an end of period interest rate of 3.11% in 2020 and 3.43% in 2019 (including the effect of interest rate hedging transactions, as described below), due in 2022
$
i435,000
$
i424,000
Other
debt, at an average end of period rate of 5.50% in both 2020 and 2019, due in varying amounts through 2021
i17
i29
Long-term
debt
i435,017
i424,029
Less:
current portion
(i17)
(i20)
Long-term
debt, net of current portion
$
i435,000
$
i424,009
/
On
November 7, 2017, we entered into a $i685 million unsecured Five-Year Revolving Credit Facility Agreement (the “Credit Agreement”) which amended and restated the prior $i550
million Agreement, entered into on April 8, 2016 (the “Prior Agreement”). Under the Credit Agreement, $i435 million of borrowings were outstanding as of June 30, 2020. The applicable interest rate for borrowings was LIBOR plus a spread, based on our leverage ratio at the time of borrowing. At the time of the last borrowing on June 26, 2020, the spread was i1.375%.
The spread was based on a pricing grid, which ranged from i1.250% to i1.750%, based on our leverage ratio. Based on our maximum leverage ratio and
our Consolidated EBITDA, and without modification to any other credit agreements, as of June 30, 2020, we would have been able to borrow an additional $i250 million under the Agreement.
The Credit Agreement contains customary terms, as well as affirmative covenants, negative covenants and events of default that are comparable to those in the Prior Agreement. The Borrowings are guaranteed by certain of the
Company’s subsidiaries.
Our ability to borrow additional amounts under the Credit Agreement is conditional upon the absence of any defaults, as well as the absence of any material adverse change (as defined in the Credit Agreement).
On November 27, 2017, we terminated our interest rate swap agreements, originally entered into on May 9, 2016, that had effectively fixed the interest rate on $i300
million of revolving credit borrowings, in order to enter into a new interest rate swap with a greater notional amount, and the same maturity as the Credit Agreement. We received $i6.3 million when the swap agreements were terminated and that payment will be amortized into interest expense through March 2021.
On May 6, 2016, we terminated other interest rate swap agreements that had effectively fixed the interest rate on $i120
million of revolving credit borrowings, in order to enter into a new interest rate swap with a greater notional amount, and the same maturity as the Credit Agreement. We paid $i5.2 million to terminate the swap agreements, which was fully amortized into interest expense through June 2020.
On November 28, 2017, we entered into interest rate swap agreements for the period December 18, 2017 through October
17, 2022. These transactions have the effect of fixing the LIBOR portion of the effective interest rate (before addition of the spread) on $i350 million of indebtedness drawn under the Credit Agreement at the rate of i2.11%
during the period. Under the terms of these transactions, we pay the fixed rate of 2.11% and the counterparties pay a floating rate based on the one-month LIBOR rate at each monthly calculation date, which on June 16, 2020 was .i20%, during the swap period. On June 16, 2020, the all-in-rate on the $i350
million of debt was i3.485%.
These interest rate swaps are accounted for as a hedge of future cash flows, as further described in Note 16. No cash collateral was received or pledged in relation to the swap agreements.
Under the Credit Agreement, we are currently required to maintain a leverage ratio (as defined in the agreement) of not greater than 3.50 to 1.00 and minimum interest coverage (as defined) of i3.00 to
1.00.
As of June 30, 2020, our leverage ratio was i1.48 to 1.00 and our interest coverage ratio was i14.51 to 1.00. We may purchase our Common Stock or pay dividends to the extent our leverage ratio remains
at or below i3.50 to 1.00, and may make acquisitions with cash, provided our leverage ratio does not exceed the limits noted above.
Indebtedness under 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 June 30, 2020.
16.
iFair-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. We had no Level 3 financial assets or liabilities at June 30, 2020, or at December 31, 2019.
iThe following table presents the fair-value hierarchy for our Level
1 and Level 2 financial and non-financial assets and liabilities, which are measured at fair value on a recurring basis:
Common stock of unaffiliated foreign public company (a)
i708
i—
i839
i—
Interest
rate swaps
i—
i—
i—
i—
Liabilities:
Other
noncurrent liabilities:
Interest rate swaps
i—
(i15,701)
ᵇ
i—
(i5,518)
ᶜ
(a)Original
cost basis $ii0.5/ million.
(b)Net
of $i1.7 million receivable floating leg and $i17.4 million liability fixed leg.
(c)Net
of $i15.2 million receivable floating leg and $i20.7 million liability fixed leg.
Cash
equivalents include short-term securities that are considered to be highly liquid and easily tradable. These securities are valued using inputs observable in active markets for identical securities.
The common stock of the unaffiliated foreign public company is traded in an active market exchange. The shares are measured at fair value using closing stock prices and are recorded in the Consolidated Balance Sheets as Other assets. Changes in the fair value of the investment are reported in the Consolidated Statements of Income.
We operate our business in many regions of the world, and currency rate movements can have a significant effect on operating results. Foreign currency instruments are entered into periodically, and consist of foreign currency option contracts and forward contracts
that are valued using quoted prices in active markets obtained from independent pricing sources. These instruments are measured using market foreign exchange prices and are recorded in the Consolidated Balance 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 (income)/expense, net.
When exercised, the foreign currency instruments are net settled with the same financial institution that bought or sold them. For all positions, whether options or forward contracts, there is risk from the possible inability of the financial institution to meet the terms of the contracts and the risk of unfavorable changes in interest and currency rates, which may
reduce the value of the instruments. We seek to mitigate risk by evaluating the creditworthiness of counterparties and by monitoring the currency exchange and interest rate markets while reviewing the hedging risks and contracts to ensure compliance with our internal guidelines and policies.
Changes in exchange rates can result in revaluation gains and losses that are recorded in Selling, general and administrative expenses or Other (income)/expense, net. Revaluation gains and losses occur when our business units have cash, intercompany (recorded in Other (income)/expense, net) or third-party trade (recorded in selling, general and administrative expenses) receivable or payable balances in a currency other than their local reporting (or functional) currency.
Operating results can also be affected
by the translation of sales and costs, for each non-U.S. subsidiary, from the local functional currency to the U.S. dollar. The translation effect on the Consolidated Statements of Income is dependent on our net income or expense position in each non-U.S. currency in which we do business. A net income position exists when sales realized in a particular currency exceed expenses paid in that currency; a net expense position exists if the opposite is true.
The interest rate swaps are accounted for as hedges of future cash flows. The fair value of our interest rate swaps are derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve, and is included in Other assets and/or Other noncurrent liabilities in the Consolidated Balance Sheets. Unrealized gains and losses on the swaps flow through the
caption Derivative valuation adjustment in the Shareholders’ equity section of the Consolidated Balance Sheets. As of June 30, 2020, these interest rate swaps were determined to be highly effective hedges of interest rate cash flow risk. Amounts accumulated in Other comprehensive income are reclassified as Interest expense, net when the related interest payments (that is, the hedged forecasted transactions), and
amortization related to the swap buyouts, affect earnings. Interest (income)/expense related to payments under the active swap agreements totaled $i1.9
million for the six month period ended June 30, 2020, and $(i0.6) million for the six month period ended June 30, 2019. Additionally, non-cash interest income related to the amortization of swap buyouts totaled $i0.4
million for the six month period ended June 30, 2020 and $i0.2 million for the six month period ended June 30, 2019.
i
Gains/(losses)
related to changes in fair value of derivative instruments that were recognized in Other (income)/expense, net in the Consolidated Statements of Income were as follows:
Three months ended June 30,
Six
months ended June 30,
(in thousands)
2020
2019
2020
2019
Derivatives not designated as hedging instruments
Foreign
currency options gains/(losses)
$
i—
$
i—
$
i64
$
i—
/
17.
iContingencies
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 paper machine clothing synthetic dryer fabrics marketed during the period from 1967 to 1976 and used in certain paper mills.
We were defending i3,693
claims as of June 30, 2020.
i
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
2015
i3,821
i116
i86
i3,791
$
i164
2016
i3,791
i148
i102
i3,745
i758
2017
i3,745
i105
i90
i3,730
i55
2018
i3,730
i152
i106
i3,684
i100
2019
i3,684
i51
i75
i3,708
i25
2020
(As of June 30)
i3,708
i38
i23
i3,693
$
i47
/
We
anticipate that additional claims will be filed against the Company and related companies in the future, but are unable to predict the number and timing of such future claims. Due to the fact that information sufficient to meaningfully estimate a range of possible loss of a particular claim is typically not available until late in the discovery process, we do not believe a meaningful estimate can be made regarding the range of possible loss with respect to pending or future claims and therefore are unable to estimate a range of reasonably possible loss in excess of amounts already accrued for pending or future claims.
While we believe we have meritorious defenses to these claims, we have settled certain claims for amounts we consider reasonable given the facts and circumstances of each case. Our insurance carrier has defended each case and
funded settlements under a standard reservation of rights. As of June 30, 2020, we had resolved, by means of settlement or dismissal, i37,835 claims. The total cost of resolving all claims was $i10.4
million. Of this amount, almost i100% was paid by our insurance carrier, who has confirmed that we have approximately $i140 million of remaining coverage under primary and excess policies that should
be available with respect to current and future asbestos claims.
The Company’s subsidiary, Brandon Drying Fabrics, Inc. (“Brandon”), is also a separate defendant in many of the asbestos cases in which Albany is named as a defendant, despite never having manufactured any fabrics containing asbestos. While Brandon was defending against i7,710 claims as of June 30,
2020, only twelve claims have been filed against Brandon since January 1, 2012, and no settlement costs have been incurred since 2001. Brandon was acquired by the Company in 1999, and has its own insurance policies covering periods prior to 1999. Since 2004, Brandon’s insurance carriers have covered i100% of indemnification and defense costs, subject to policy limits and a standard reservation of rights.
In
some of these asbestos cases, the Company is named both as a direct defendant and as the “successor in interest” to Mount Vernon Mills (“Mount Vernon”). We acquired certain assets from Mount Vernon in 1993. Certain plaintiffs allege injury caused by asbestos-containing products alleged to have been sold by Mount Vernon many years prior to this acquisition. Mount Vernon is contractually obligated to indemnify the Company against any liability arising out of such products. We deny any liability for products sold by Mount Vernon prior to the acquisition of the Mount Vernon assets. Pursuant to its contractual indemnification obligations, Mount Vernon has assumed the defense of these claims. On this basis, we have successfully moved for dismissal in a number of actions.
We
currently do not anticipate, based on currently available information, that the ultimate resolution of the aforementioned proceedings will have a material adverse effect on the financial position, results of operations, or cash flows of the Company. Although we cannot predict the number and timing of future claims, based on the foregoing factors, the trends in claims filed against us, and available insurance, we also do not currently anticipate that potential future claims will have a material adverse effect on our financial position, results of operations, or cash flows.
(a)As
described in Note 1, the Company adopted the provisions of ASC 326, Current Expected Credit Losses (CECL) effective January 1, 2020, which resulted in a decrease to Retained earnings of $i1.4 million.
(b)The Company adopted ASC 842, Leases effective
January 1, 2019, which resulted in an increase to Retained earnings of less than $i0.1 million.
19. iRecent
Accounting Pronouncements
In August 2018, an accounting update was issued which aims to improve the overall usefulness of disclosures to financial statement users and reduce unnecessary costs to companies when preparing defined benefit plan disclosures. We plan to adopt the new standard effective January 1, 2021. We do not expect the adoption of this update to significantly impact our financial statements.
In December 2019, an accounting update was issued which removes certain exceptions for recognizing deferred taxes for investments and performing intra-period tax allocations. The update also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. We plan to adopt the new standard as of January
1, 2021 and we are assessing the potential impact on our financial statements.
In March 2020, an accounting update was issued which provides optional guidance for a limited time to ease the potential accounting burden associated with transitioning away from reference rates such as LIBOR. The expedients and exceptions provided by this update will not be available after December 31, 2022, other than for certain hedging relationships entered into prior. We are currently assessing the potential impact on our financial statements.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations and financial condition of the Company. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes.
Forward-looking statements
This quarterly report and the documents incorporated or deemed to be incorporated by reference in this quarterly report contain statements concerning our future results
and performance and other matters that are “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,”“expect,”“anticipate,”“intend,”“estimate,”“project,””look for,”“will,”“should,”“guidance,”“guide” and similar expressions identify forward-looking statements, which generally are not historical in nature. Because forward-looking statements are subject to certain risks and uncertainties, (including, without limitation, those set forth in the Company’s most recent Annual Report on Form 10-K or prior Quarterly Reports on Form 10-Q) actual results may differ materially from those expressed or implied by such forward-looking statements.
There
are a number of risks, uncertainties, and other important factors that could cause actual results to differ materially from the forward-looking statements, including, but not limited to:
•Conditions in the industries in which our Machine Clothing and Albany Engineered Composites segments compete, along with the general risks associated with macroeconomic conditions;
•In the Machine Clothing segment, greater than anticipated declines in the demand for publication grades of paper, or lower than anticipated growth in other paper grades; and continuation of coronavirus effects for an extended period;
•In the Albany Engineered Composites segment, extended weakness in commercial aerospace activity, further delays in the Boeing 737 MAX return to service, or unanticipated reductions
in demand, delays, technical difficulties, or delays/cancellations in other aerospace programs;
•Failure to achieve or maintain anticipated profitable growth in our Albany 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 “Business Environment Overview and Trends” sections of this quarterly report, as well as in Item 1A-“Risk Factors” section of our most recent Annual Report on Form 10-K. Although we believe the expectations reflected in our other forward-looking statements are based on reasonable assumptions, it is not possible to foresee or identify all factors that could
have a material and negative impact on our future performance. The forward-looking statements included or incorporated by reference in this report are made on the basis of our assumptions and analyses, as of the time the statements are made, in light of our experience and perception of historical conditions, expected future developments, and other factors believed to be appropriate under the circumstances.
Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained or incorporated by reference in this report to reflect any change in our expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based.
Business
Environment Overview and Trends
Our reportable segments, Machine Clothing (“MC”) and Albany Engineered Composites (“AEC”), draw on the same advanced textiles and materials processing capabilities, and compete on the basis of product-based advantage that is grounded in those core capabilities.
The MC segment is the Company’s long-established core business and primary generator of cash. While it has suffered from well-documented declines in publication grades in the Company’s traditional markets, the paper and paperboard industry has stabilized in recent years, 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 key markets, with high-quality, low-cost production in growth markets, substantially lower fixed costs in mature markets, and continued strength in new product development, technical product support, and manufacturing
technology. Because of pricing pressures and industry overcapacity, the machine clothing and paper industries will continue to face top line pressure. Despite continued market pressure on revenue, the business retains the potential for maintaining stable earnings in the future. It 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 continuous focus on cost reduction initiatives, and competing vigorously by using our differentiated and technically superior products to reduce our customers’ total cost of operation and improve their paper quality.
The AEC segment provides long-term growth potential for our Company. Our strategy is to grow by focusing our proprietary 3D-woven technology, as well as our non-3D technology capabilities, on high-value aerospace (both commercial and defense) applications, while at the same time performing successfully on our portfolio of growth programs. AEC (including Albany Safran Composites, LLC (“ASC”), in which our customer SAFRAN Group owns a 10 percent noncontrolling interest) supplies a number of customers in the aerospace industry. AEC’s largest aerospace customer is the SAFRAN Group and sales to SAFRAN, through
ASC, (consisting primarily of fan blades and cases for CFM’s LEAP engine) accounted for approximately 22 percent of the Company’s consolidated Net sales in 2019. AEC, through ASC, also supplies 3D-woven composite fan cases for the GE9X engine. AEC’s current portfolio of non-3D programs includes components for the F-35, fuselage components for the Boeing 787, components for the CH-53K helicopter, vacuum waste tanks for Boeing 7-Series aircraft, and missile bodies for Lockheed Martin’s JASSM air-to-surface missiles. AEC is actively engaged in research to develop new applications in both commercial and defense aircraft engine and airframe markets. In 2019, approximately 25 percent of AEC sales were related to U.S. government contracts or programs.
A number
of countries, including the United States, have issued orders grounding Boeing 737 MAX aircraft. If these groundings cause a further decrease in demand in production for this aircraft, it could have an adverse impact on demand for LEAP engines, which, in turn, could have an adverse impact on demand for our LEAP engine parts. The Company is continuing to monitor developments with our customer. Considerable uncertainty exists with respect to the return-to-service of the 737-MAX and the subsequent ramp-up in our production of LEAP-1B components, which may lead to additional impacts to our revenues from LEAP-1B components in 2020 and future periods. The nature of our cost-plus fee arrangement, however, should somewhat mitigate the impact of such factors on gross margin rate in such future periods. In April 2020, the
Company announced the temporary closure of all three of its LEAP production facilities, resulting from depressed demand, due to the ongoing Boeing 737 MAX situation and a pause in production of the Airbus A320neo family. The resumption of operations at these facilities will be undertaken in coordination with our customer and in compliance with all local, state/provincial, and national guidelines or directives. As a result, the year-over-year comparisons for LEAP revenue in the third quarter are expected to be very unfavorable. While management expects to see some recovery in the later part of the year, management expects that full-year LEAP program revenue will be less than half of that generated in 2019.
The following table summarizes our Net sales by business segment:
Three months ended June 30,
Six months ended June 30,
(in
thousands, except percentages)
2020
2019
% Change
2020
2019
% Change
Machine Clothing
$
153,433
$
155,016
(1.0)
%
$
290,035
$
299,349
(3.1)
%
Albany
Engineered Composites
72,557
118,933
(39.0)
%
171,719
225,972
(24.0)
%
Consolidated total
$
225,990
$
273,949
(17.5)
%
$
461,754
$
525,321
(12.1)
%
The
following tables provide a comparison of 2020 Net sales, excluding the impact of currency translation effects, to 2019 Net sales:
(in thousands, except percentages)
Net sales as reported, Q2 2020
Decrease due to changes in currency translation rates
Q2 2020 sales on same basis as Q2 2019 currency translation rates
Net sales as reported,
Q2 2019
% Change compared to Q2 2019, excluding currency rate effects
Machine Clothing
$
153,433
$
1,559
$
154,992
$
155,016
—
%
Albany Engineered Composites
72,557
26
72,583
118,933
(39.0)
%
Consolidated
total
$
225,990
$
1,585
$
227,575
$
273,949
(16.9)
%
(in
thousands, except percentages)
Net sales as reported, YTD 2020
Decrease due to changes in currency translation rates
YTD 2020 sales on same basis as 2019 currency translation rates
Net sales as reported, YTD 2019
% Change compared to 2019, excluding currency rate effects
Machine Clothing
$
290,035
$
3,124
$
293,159
$
299,349
(2.1)
%
Albany
Engineered Composites
171,719
486
172,205
225,972
(23.8)
%
Consolidated total
$
461,754
$
3,610
$
465,364
$
525,321
(11.4)
%
Three
month comparison
•Changes in currency translation rates had the effect of decreasing Net sales by $1.6 million during the second quarter of 2020, as compared to 2019, principally due to the weaker euro and Chinese renminbi in 2020.
•Excluding the effect of changes in currency translation rates:
•Net sales decreased 16.9% compared to the same period in 2019.
•Net sales in MC were flat compared to the second quarter of 2019, as growth in sales for tissue, pulp, and packaging grades were almost completely offset by declines in publications grades and in engineered fabrics.
•Net sales in AEC decreased 39% primarily driven by decline in
LEAP program sales.
Six month comparison
•Changes in currency translation rates had the effect of decreasing Net sales by $3.6 million during the first six months of 2020, as compared to 2019, principally due to the weaker euro and Chinese renminbi in 2020.
•Excluding the effect of changes in currency translation rates:
•Net sales decreased 11.4% compared to the same period in 2019.
•Net sales in MC decreased 2.1% compared to the first six months of 2019. A decline in sales for the publication and pulp grades sales was partially offset by an increase in packaging grades.
•Net
sales in AEC decreased 23.8% primarily driven by decline in LEAP program sales.
Gross Profit
The following table summarizes Gross profit by business segment:
Three months ended June 30,
Six months ended June 30,
(in thousands,
except percentages)
2020
2019
2020
2019
Machine Clothing
$
83,612
$
80,287
$
156,264
$
154,815
Albany Engineered Composites
19,368
24,895
36,188
42,138
Consolidated
total
$
102,980
$
105,182
$
192,452
$
196,953
% of Net sales
45.6
%
38.4
%
41.7
%
37.5
%
Three
month comparison
The decrease in 2020 Gross profit, as compared to the same period in 2019, was principally due to the effect of lower Net sales in AEC, partially offset by an increase in gross profit as a percentage of sales. Gross profit as a percentage of sales:
•Increased from 51.8% in 2019 to 54.5% in 2020 in Machine Clothing, principally due to favorable foreign currency movements (a weaker Brazilian real and Mexican peso), efficiency gains, and reduced depreciation expense.
•Increased from 20.9% in 2019 to 26.7% in 2020 in AEC, driven by a favorable shift in the mix of program revenue and an increase in favorable adjustments to the estimated profitability of long-term contracts, which increased
second quarter 2020 Gross profit over $7 million, compared to $5 million in the second quarter of 2019.
Six month comparison
The decrease in 2020 Gross profit, as compared to the same period in 2019, was principally due to the effect of lower Net sales in AEC, partially offset by an increase in gross profit as a percentage of sales. Gross profit as a percentage of sales:
•Increased from 51.7% in 2019 to 53.9% in 2020 in Machine Clothing, principally due to lower depreciation expense. The gross profit margin in 2020 was also favorably impacted by a weaker Brazilian real and Mexican peso.
•Increased from 18.6% in 2019 to 21.1% in 2020 in AEC, principally due to a favorable shift in the mix of program revenue.
Selling,
Technical, General, and Research (STG&R)
Selling, Technical, General and Research (STG&R) expenses include; selling, general, administrative, technical and research expenses.
The following table summarizes STG&R expenses by business segment:
The overall decrease in STG&R expenses in the second quarter of 2020, compared to the same period in 2019, was principally
due to the net effect of the following individually significant items:
•In MC, revaluation of nonfunctional currency assets and liabilities resulted in second-quarter losses of $1.1 million in 2020, compared to losses of $0.3 million in 2019. Travel expenses were significantly lower in 2020, as a result of the COVID-19 pandemic.
•In AEC, STG&R expenses increased $1.6 million, principally due STG&R costs of CirComp, which the Company acquired in November 2019.
Six month comparison
The overall decrease in STG&R expenses in the first six months of 2020, compared to the same
period in 2019, was principally due to the net effect of the following individually significant items:
•In MC, revaluation of nonfunctional currency assets and liabilities resulted in a gain of $2.6 million in the first six months of 2020, compared to a loss of $0.3 million in 2019. Travel expenses were significantly lower in 2020, as a result of the COVID-19 pandemic. The factors above were partially offset by a charge of $1.0 million in the first quarter of 2020 for additional estimated credit losses recognized in accordance with ASC 326.
•In AEC, STG&R expenses increased due to expenses at CirComp, which the Company acquired in November 2019, and a charge of $0.5 million in the first
quarter of 2020 for additional estimated credit losses recognized in accordance with ASC 326.
•Corporate STG&R expenses increased principally due to former CEO termination costs, partially offset by lower professional fees and travel expenses.
Restructuring Expense
In addition to the items discussed above affecting Gross profit, and STG&R expenses, operating income was affected by restructuring costs of $3.5 million in the first six months of 2020, and $1.4 million for the same period in 2019.
The following table summarizes restructuring expenses by business segment:
Three
months ended June 30,
Six months ended June 30,
(in thousands)
2020
2019
2020
2019
Machine Clothing
$
388
$
935
$
1,030
$
1,336
Albany
Engineered Composites
2,248
(32)
2,248
51
Corporate expenses
201
(4)
201
(4)
Consolidated
total
$
2,837
$
899
$
3,479
$
1,383
In the second quarter of 2020, AEC reduced its workforce at various locations, principally in the United States, leading to restructuring charges of $2.2 million. As a result of these actions, annual cost savings associated with this action will principally lower Cost of goods sold and Selling, general, and administrative
expenses in 2020.
Machine Clothing restructuring charges include expenses for the first six months of 2020 and 2019 principally related to discontinued operations at its production facility in Sélestat, France announced in 2017. The restructuring program was driven by the Company’s need to balance manufacturing capacity with demand. Since 2017, we have recorded $13.1 million of restructuring charges related to this action. Annual cost savings associated with this action has resulted in lower cost of goods sold.
For more information on our restructuring charges, see Note 5 to the Consolidated Financial Statements in Item 1, which is incorporated herein by reference.
The following table summarizes operating income/(loss) by business segment:
Three months ended June 30,
Six months ended June 30,
(in thousands)
2020
2019
2020
2019
Machine
Clothing
$
56,543
$
49,538
$
103,718
$
93,781
Albany Engineered Composites
8,299
17,732
15,922
27,254
Corporate
expenses
(12,115)
(13,045)
(27,319)
(26,717)
Consolidated total
$
52,727
$
54,225
$
92,321
$
94,318
Other
Earnings Items
Three months ended June 30,
Six months ended June 30,
(in thousands)
2020
2019
2020
2019
Interest
expense, net
$
3,823
$
4,631
$
7,800
$
9,048
Other expense/(income), net
1,091
930
16,660
(278)
Income
tax expense
15,364
14,405
27,818
21,881
Net income/(loss) attributable to the noncontrolling interest
95
205
(1,420)
423
Interest
Expense, net
Year-to-date 2020 Interest expense, net, was lower as compared to 2019 due to lower average debt and lower interest rates. See the Capital Resources section for further discussion of borrowings and interest rates.
Other (income)/expense, net
Three and six month comparison
The increase in Other (income)/expense, net included the following individually significant items:
•The revaluation of nonfunctional currency cash and intercompany balances resulted in a loss of $0.3 million in the second quarter of 2019 and a negligible effect in the same period of 2020. In the second quarter of 2020, we recorded a charge of $0.4 million related to a
pension settlement/curtailment, while no similar item occurred in the same period of 2019.
•For the first six months of 2020, revaluation of nonfunctional currency cash and intercompany balances resulted in a loss of $14.9 million, compared to a net gain of $1.7 million in 2019. The loss in 2020 principally resulted from an intercompany demand loan payable by a Mexican subsidiary, combined with the effects of a much weaker peso in 2020.
Income Tax
The Company has operations which constitute a taxable presence in 18 countries outside of the United States. The majority of these countries had income tax rates that are above the United States federal tax rate of 21% during
the periods reported. The jurisdictional location of earnings is a significant component of our effective tax rate each year. The rate impact of this component is influenced by the specific location of non-U.S. earnings and the level of our total earnings. From period to period, the jurisdictional mix of earnings can vary as a result of operating fluctuations in the normal course of business, as well as the extent and location of other income and expense items, such as pension settlement and restructuring charges.
Three and six month comparison
The Company’s effective tax rates for the second quarter of 2020 and 2019 were 32.1% and 29.6%, respectively, and for the first half of 2020 and 2019, were 41.0% and 25.6%, respectively. The tax rate
is affected by recurring items, such as the income tax rate in the U.S. and in non-U.S. jurisdictions and the mix of income earned in those
jurisdictions. The tax rate is also affected by U.S. tax costs on foreign earnings, and by discrete items that may occur in any given year but are not consistent from year to year.
Significant items that impacted the effective tax rate in the second quarter of 2020 and 2019 included the following (percentages reflect the effect of each item as a percentage of income before income taxes):
Impact of Mexico foreign currency revaluation losses
(13)
—
%
—
—
%
3,656
5.4
%
—
—
%
Changes
in opening valuation allowance
—
—
%
—
—
%
—
—
%
(1,346)
(1.6)
%
Changes in valuation allowance
222
0.5
%
841
1.7
%
222
0.3
%
841
1.0
%
Other
tax adjustments
382
0.7
%
(262)
(0.5)
%
762
1.2
%
327
0.4
%
Effective Tax Rate
$
15,364
32.1
%
$
14,405
29.6
%
$
27,818
41.0
%
$
21,881
25.6
%
For
more information on income tax, see Note 7 to the Consolidated Financial Statements in Item 1, which is incorporated herein by reference.
Segment Results of Operations
Machine Clothing Segment
Machine Clothing is our primary business segment and accounted for 63% of our consolidated revenues during the first six months of 2020. MC products are purchased primarily by manufacturers of paper and paperboard.
While the MC business has suffered from well-documented declines in publication grades in the
Company’s traditional markets, the paper and paperboard industry is still expected to grow slightly on a global basis, driven by demand for packaging and tissue grades as well as the expansion of paper consumption and production in Asia and South America. We feel we are 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, technical product support, and manufacturing technology. Recent technological advances in paper machine clothing, while contributing to the papermaking efficiency of customers, have lengthened the useful life of many of our products and had an adverse impact on overall paper machine clothing demand.
The Company’s manufacturing and product platforms position
us well to meet these shifting demands across product grades and geographic regions. Our strategy for meeting these challenges continues to be to grow share in all markets, with new products and technology, and to maintain our manufacturing footprint to align with global demand, while we offset the effects of inflation through continuous productivity improvement.
We have incurred significant restructuring charges in recent periods as we reduced MC manufacturing capacity and administrative positions in various countries.
•Changes in currency translation rates had the effect of decreasing second-quarter 2020 sales by $1.6 million compared to the same period in 2019. That currency translation effect was principally due to the weaker euro and Chinese renminbi in the second quarter of 2020, compared to 2019.
•Excluding the effect of changes in currency translation rates, Net sales in MC were flat compared to the second quarter of 2019.
Six month comparison
•Net
sales decreased by 3.1%.
•Changes in currency translation rates had the effect of decreasing sales for the first six months of 2020 by $3.1 million compared to the same period in 2019. That currency translation effect was principally due to the weaker euro and Chinese renminbi in the first six months of 2020, compared to 2019.
•Excluding the effect of changes in currency translation rates, Net sales in MC decreased 2.1% compared to the first six months of 2019. A decline in sales for the publication and pulp grades was partially offset by an increase in packaging grades.
Gross Profit
Three and Six
month comparison
•The increase in second-quarter MC Gross profit was principally due to favorable foreign currency movements (a weaker Brazilian real and Mexican peso), efficiency gains, and reduced depreciation expense.
•The increase in year-to-date MC gross profit was principally due to lower depreciation expense. Gross profit was also favorably impacted by a weaker Brazilian real and Mexican peso in 2020.
Operating Income
Three month comparison
The increase in operating income was principally due to the net effect of the following individually significant
items:
•The increase in second-quarter gross profit was principally due to higher gross profit and lower STG&R expenses, as described above.
•Restructuring activities resulted in expense of $0.4 million in the second quarter of 2020, compared to expense of $0.9 million in the same period in 2019.
Six month comparison
The increase in operating income was principally
due to the net effect of the following individually significant items:
•The increase in year to date gross profit was principally due to higher gross profit and lower STG&R expenses, as described above.
•Restructuring activities resulted in expense of $1.0 million in the first six months of 2020, compared to expense of $1.3 million in the same period in 2019.
Albany Engineered Composites Segment
The Albany Engineered Composites (AEC) segment, including Albany Safran Composites, LLC (ASC), in which our customer SAFRAN Group owns a 10 percent noncontrolling interest, provides highly engineered advanced composite structures to customers primarily in the aerospace
(both commercial and defense) industry. AEC’s largest program relates to CFM International’s LEAP engine. AEC, through ASC, is the exclusive supplier of advanced composite fan blades and cases for this program under a long-term supply contract. The LEAP engine is used on the Airbus A320neo and Boeing 737 MAX family of jets, the latter of which is currently under a grounding order, as described above. Other significant AEC programs include components for the F-35, fuselage frames for the Boeing 787, components for the CH53-K helicopter, and the fan case for the GE9X engine.
Review of Operations
Three
months ended June 30,
Six months ended June 30,
(in thousands, except percentages)
2020
2019
2020
2019
Net sales
$
72,557
$
118,933
$
171,719
$
225,972
Gross
profit
19,368
24,895
36,188
42,138
% of Net sales
26.7
%
20.9
%
21.1
%
18.6
%
STG&R
expenses
8,821
7,195
18,018
14,832
Operating income
8,299
17,732
15,922
27,254
Net
Sales
Three and six month comparison
The decrease in Net sales was principally due to lower sales in the LEAP program, which is consistent with the outlook for this program provided by the Company in its last quarterly report.
Gross Profit
Three and six month comparison
The decrease in Gross profit was principally due to the decrease in Net sales, partially offset by an increase in gross profit percentage, which was partially due to a favorable shift in the mix of program revenue and an increase in favorable adjustments to the estimated profitability of long-term contracts.
AEC has contracts with certain customers, including its contract for the LEAP program, where revenue is determined by a cost-plus-fee agreement. Revenue earned under these arrangements accounted for approximately 31 percent of segment revenue for each of the first six months of 2020 and 49 percent in 2019. LEAP engines are currently used on the Boeing 737 MAX, Airbus A320neo and COMAC aircraft.
A number of countries, including the United States, have issued orders grounding Boeing 737 MAX aircraft. If these groundings cause a continued reduction in production of this aircraft, this would have an adverse impact on demand for our LEAP engine parts. Such a decrease could, in turn, trigger an increase in demand for A320neo aircraft, which could somewhat offset this negative impact.
In addition, AEC has long-term contracts in which the selling price is fixed. In accounting for those contracts, we estimate the profit margin expected at the completion of the contract and recognize a pro-rata share
of that profit during the course of the contract using a cost-to-cost 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. For contracts with anticipated losses, a provision for the entire amount of the estimated remaining loss is charged against income in the period in which the loss becomes known. Contract losses are determined considering all direct and indirect contract
costs, exclusive of any selling, general or administrative cost allocations, which are treated as period expenses. Expected losses on projects include losses on contract options that are probable of exercise, excluding profitable options that often follow.
The sum of net adjustments to the estimated profitability of long-term contracts increased AEC operating income by $6.4 million in the first six months of 2020, compared to an increase of $5.6 million for the first six months of 2019.
Operating Income
Three month comparison
The
decrease in operating income of $9.4 million in the second quarter of 2020 was principally due to the net effect of the following individually significant items:
•A $46.4 million decrease in Net sales, as described above.
Six month comparison
The decrease in operating income of $11.3 million in the first six months of 2020 was principally due to the net effect of the following individually significant items:
•A $54.3 million decrease in Net sales, as described above.
Cash flow provided by operating activities was $44.0 million and $83.1 million in the first six months of 2020 and 2019. The decrease of cash generated in 2020 was primarily due to the decrease of profitability in AECin the LEAP program, which is consistent with the outlook for this program provided by the Company in its last quarterly report.
Cash paid for income taxes was $16.5 million and $17.4 million for the first six
months of 2020 and 2019, respectively. The decrease is primarily due to a decrease in corporate income tax payments in Mexico due to decreased pre-tax income in that jurisdiction and decreased withholding payments in Switzerland due to decreased dividend income.
At June 30, 2020, we had $204 million of cash and cash equivalents, of which $160.2 million was held by subsidiaries outside of the United States.
Investing and Financing Activities
Capital expenditures for the first six months were $22.0 million in 2020 and $35.5 million in 2019.
In March 2020, the
Company purchased, in cash, the primary CirComp GmbH operating facility in Germany for $5.8 million. This resulted in the recording of land and building assets, and the removal of the Right of use assets and associated lease liabilities that were included in the acquisition-date balance sheet, and is reflected as Principal payments on finance lease liabilities in Financing activities in the Consolidated Statements of Cash Flow.
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. 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. The majority of our cash balance at June 30, 2020 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 June 30,
2020.
On November 7, 2017, we entered into a $685 million unsecured Five-Year Revolving Credit Facility Agreement (the “Credit Agreement”) which amended and restated the prior $550 million Agreement, entered into on April 8, 2016 (the “Prior Agreement”). Under the Credit Agreement, $435 million of borrowings were outstanding as of June 30, 2020. The applicable interest rate for borrowings was LIBOR plus a spread, based on our leverage ratio at the time of borrowing. At the time of the last borrowing on
March 30, 2020, the spread was 1.375%. The spread was based on a pricing grid, which ranged from 1.250% to 1.750%, based on our leverage ratio. Based on our maximum leverage ratio and our Consolidated EBITDA, and without modification to any other credit agreements, as of June 30, 2020, we would have been able to borrow an additional $250 million under the Agreement.
For more information, see Note 15 to the Consolidated Financial Statements in Item 1, which is incorporated herein by reference.
Off-Balance Sheet Arrangements
As of June 30,
2020, we have no off-balance sheet arrangements required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K.
Recent Accounting Pronouncements
The information set forth under Note 19 contained in Item 1, “Notes to Consolidated Financial Statements”, which is incorporated herein by reference.
Non-GAAP Measures
This Form 10-Q contains certain non-GAAP measures, including:
net sales, and percent change in net sales, excluding the impact of currency translation effects (for each segment and on a consolidated basis); EBITDA and Adjusted EBITDA (for each segment and on a consolidated basis, represented in dollars or as a percentage of net sales); Net debt; and Adjusted earnings per share (or Adjusted EPS). Such items are provided because management believes that they provide additional useful information to investors regarding the Company’s operational performance.
Presenting sales and increases or decreases in Net sales, after currency effects are excluded, can give management and investors insight into underlying sales trends. EBITDA, Adjusted EBITDA and Adjusted EPS are performance measures that relate to the
Company’s continuing operations. EBITDA, or net income with interest, taxes, depreciation, and amortization added back, is a common indicator of financial performance used, among other things, to analyze and compare core profitability between companies and industries because it eliminates effects due to differences in financing, asset bases and taxes. An understanding of the impact in a particular quarter of specific restructuring costs, acquisition and related retention agreement expenses, former CEO severance costs, integration expenses, currency revaluation, pension settlement/curtailment charges, inventory write-offs associated with discontinued businesses, or other gains and losses, on net income (absolute as well as on a per-share basis), operating income or EBITDA can give management and investors additional insight into core financial performance, especially when compared to quarters in which such items had a greater or lesser effect, or no effect. Restructuring
expenses in the MC segment, while frequent in recent years, are reflective of significant reductions in manufacturing capacity and associated headcount in response to shifting markets, and not of the profitability of the business going forward as restructured.
Net sales, or percent changes in net sales, excluding currency rate effects, are calculated by converting amounts reported in local currencies into U.S. dollars at the exchange rate of a prior period. These amounts are then compared to the U.S. dollar amount as reported in the current period. The Company calculates EBITDA by removing the following from Net income: Interest expense net, Income tax expense, and Depreciation and amortization expense. Adjusted EBITDA is calculated by: adding to EBITDA costs associated with restructuring, former CEO severance
costs, inventory write-offs associated with discontinued businesses; adding charges and credits related to pension plan settlements and curtailments; adding (or subtracting) revaluation losses (or gains); subtracting (or adding) gains (or losses) from the sale of buildings or investments; subtracting insurance recovery gains in excess of previously recorded losses; adding acquisition and related retention agreement expenses; adding integration expenses and subtracting (or adding) Income (or loss) attributable to the non-controlling interest in Albany Safran Composites (ASC). Adjusted earnings per share is calculated by adding to (or subtracting from) net income attributable to the Company per share, on an after-tax basis: restructuring charges; inventory write-offs associated
with
discontinued businesses; pension settlement/curtailments; the effect of changes in the income tax rate; foreign currency revaluation losses (or gains); acquisition-related expenses; and losses (or gains) from the sale of investments.
EBITDA, Adjusted EBITDA, and Adjusted earnings per share as defined by the Company may not be similar to similarly named measures of other companies. Such measures are not considered measurements under GAAP, and should be considered in addition to, but not as substitutes for, the information contained in the Company’s statements of income.
The following tables show the calculation of EBITDA and Adjusted EBITDA:
Pre-tax
(income) attributable to noncontrolling interest
—
(561)
—
(561)
Adjusted EBITDA (non-GAAP)
$
106,928
$
49,031
$
(25,922)
$
130,037
The
Company discloses certain income and expense items on a per-share basis. The Company believes that such disclosures provide important insight into underlying quarterly earnings and are financial performance metrics commonly used by investors. The Company calculates the quarterly per-share amount for items included in continuing operations by using an income tax rate based on either the tax rates in specific countries or the estimated tax rate applied to total company results. The after-tax amount is then divided by the weighted-average number of shares outstanding for each period. Year-to-date earnings per-share effects are determined by adding the amounts calculated at each reporting period.
The following tables show the earnings per share effect of certain
income and expense items:
Three months ended June 30, 2020 (in thousands, except per share amounts)
Pre tax Amounts
Tax Effect
After
tax Effect
Per share Effect
Restructuring expenses
$
2,837
$
953
$
1,884
$
0.06
Foreign currency revaluation (gains)/losses
1,023
536
487
0.02
Acquisition/integration
costs
278
83
195
0.01
Three months ended June 30, 2019 (in thousands, except
per share amounts)
Pre tax Amounts
Tax Effect
After tax Effect
Per share Effect
Restructuring expenses
$
899
$
255
$
644
$
0.02
Foreign
currency revaluation (gains)/losses
741
210
531
0.02
Six months ended June 30, 2020 (in
thousands, except per share amounts)
Pre tax Amounts
Tax Effect
After tax Effect
Per share Effect
Restructuring expenses
$
3,479
$
1,145
$
2,334
$
0.07
Foreign
currency revaluation (gains)/losses(a)
12,889
(1,009)
13,898
0.44
Former CEO termination costs
2,742
713
2,029
0.06
Acquisition/integration
costs
576
172
404
0.02
Six months ended June 30, 2019 (in thousands, except
per share amounts)
Pre tax Amounts
Tax Effect
After tax Effect
Per share Effect
Restructuring expenses
$
1,383
$
397
$
986
$
0.03
Foreign
currency revaluation (gains)/losses
(1,091)
(329)
(762)
(0.02)
(a)In Q1 2020, the company recorded losses of approximately $17 million in jurisdictions where it cannot record a tax benefit from the losses, which results in an unusual relationship between the pre-tax and after-tax amounts.
The following table contains the calculation
of Adjusted Earnings per share:
Three months ended June 30,
Six months ended June 30,
Per share amounts (Basic)
2020
2019
2020
2019
Earnings
per share (GAAP)
$
1.00
$
1.05
$
1.28
$
1.96
Adjustments, after tax:
Restructuring expenses
0.06
0.02
0.07
0.03
Foreign
currency revaluation (gains)/losses
0.02
0.02
0.44
(0.02)
Former CEO termination costs
—
—
0.06
—
Acquisition/integration
costs
0.01
—
0.02
—
Adjusted Earnings per share
$
1.09
$
1.09
$
1.87
$
1.97
Net
debt is, in the opinion of the Company, helpful to investors wishing to understand what the Company’s debt position would be if all available cash were applied to pay down indebtedness. The Company calculates Net debt by subtracting Cash and cash equivalents from Total debt. Total debt is calculated by adding Long-term debt, Current maturities of long-term debt, and Notes and loans payable, if any.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For discussion of our exposure to market risk, refer to “Quantitative and Qualitative Disclosures about Market Risk”, which is included as an exhibit to this Form 10-Q.
Item
4. Controls and Procedures
a) Disclosure controls and procedures.
The principal executive officer and principal financial officer, based on their evaluation of disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q, have concluded that the Company’s disclosure controls and procedures are effective for ensuring that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
in filed or submitted reports is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
(b) Changes in internal control over financial reporting.
There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
We continue the process of implementing our internal control over financial reporting structure over the CirComp acquisition and expect that this effort will be completed in 2020.
PART II – OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The information set forth above under Note 17 in Item 1, “Notes to Consolidated Financial Statements” is incorporated herein by reference.
Item 1A. Risk
Factors
In addition to the items below, for discussion of risk factors, refer to Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019.
The COVID-19 pandemic has had, and we expect will continue to have, certain negative impacts on our business, and such impacts may have a material adverse effect on our results of operations, financial condition and cash flows
The public health crisis caused by the COVID-19 pandemic and the measures being taken by governments, businesses, and the public at large to limit COVID-19's spread has had, and are expected to continue to have, certain negative effects on the markets we serve. These effects include deteriorating general economic conditions in many regions of the world, increased unemployment, decreases in disposable income,
decline in consumer confidence, and changes in consumer spending habits. Certain adverse impacts specific to the Company include, without limitation:
•We have experienced larger-than-anticipated declines in demand for MC fabrics used to make certain paper grades, specifically publication paper grades, that could be COVID-19 related. The above effects are likely to continue to have an adverse impact on demand for publication paper grades, and perhaps other grades of paper, including without limitation packaging paper grades, as well as on demand for non-woven fabrics and fiber cement products used in the construction industry; such impacts would in turn adversely impact demand
for
the MC products used to manufacture such paper grades or building products. A decline in revenues would lead to lower gross profit on those products and the possibility of unabsorbed fixed manufacturing costs.
•The Albany Engineered Composites segment generates a significant portion of its revenue from commercial aerospace programs and contracts for the U.S. Department of Defense (DOD). The COVID-19 pandemic has significantly impacted passenger air travel which, in turn, has impacted and is likely to continue to impact the commercial aerospace programs that provide a source of revenue for the Company. Such programs could be delayed or canceled which, in addition to a loss of revenue and gross profit, could lead to write-offs for
Company investments for those programs. The pandemic has resulted in significant costs for the U.S. government, which could lead to program delays or cancellations, and a corresponding decrease in our revenues. The U.S. Presidential election later in 2020 could increase the uncertainties associated with DOD programs.
•Disruptions in supply chains may place constraints on our ability to source key raw materials and services which could impact our ability to deliver products to customers as scheduled, or could increase manufacturing or delivery costs.
•We have experienced, and may continue to experience, adverse fluctuations in foreign currency exchange rates, particularly an increase in the value of the U.S. dollar against certain key foreign currencies, which negatively affected results in the first quarter of 2020, and could continue
to negatively affect, our results of operations and financial condition.
•During periods of economic weakness, the Company may be exposed to greater risk for credit risk. Additionally, we could be required to record significant impairment charges with respect to noncurrent assets, including goodwill and other intangible assets, whose fair values may be negatively affected by the effects of the COVID-19 pandemic on our operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We made no share purchases during the second quarter of 2020. We remain authorized by the Board of Directors to purchase
up to 2 million shares of our Class A Common Stock.
XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Sections 11 and 12 of the Securities Act and Section 18 of the Securities Exchange Act or otherwise subject to liability under
those sections.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
