Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company, with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, has carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) as of December 31, 2021. Such disclosure controls and procedures are designed to ensure that information required to be disclosed in reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Based on and as of the date of this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of such date.
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control system is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Management, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, and oversight of the Board of Directors, conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 using the criteria set forth by the 2013 Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework.
Based on management’s assessment, we have concluded that our internal control over financial reporting was effective at December 31, 2021. Our independent registered accounting firm has issued a report on the effectiveness of our internal control over financial reporting which is included under Item 8.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our fourth fiscal quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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/s/ A. William Higgins /s/ Stephen M. Nolan /s/ Elisabeth Indriani
A. William Higgins
Stephen M. Nolan
Elisabeth Indriani
President and
Chief Executive Officer
and Director
Chief Financial Officer
and Treasurer
Vice President and
Controller
(Principal Executive Officer)
(Principal Financial Officer)
(Principal Accounting Officer)
Item 9B. OTHER INFORMATION
None.
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PART III
The information required by Items 10, 11, 12, 13, and 14 is set forth under the headings below and when applicable is incorporated herein by reference to the Company’s 2022 Proxy Statement (“Proxy Statement”) to be filed with the SEC within 120 days after December 31, 2021 in connection with the solicitation of proxies for the Company’s 2022 annual meeting of shareholders.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
a) Directors . The information set out in the section captioned “Election of Directors”, will be filed within the Proxy Statement.
b) Executive Officers . Information about the officers of the Company is set forth in Item 1 above.
c) Significant Employees . Same as Executive Officers.
d) Nature of any family relationship between any director, executive officer , person nominated or chosen to become a director or executive officer. The information set out in the section captioned “Certain Business Relationships and Related Person Transactions”, will be filed within in the Proxy Statement.
e) Business experience, during the past five years, of each director, executive officer, person nominated or chosen to become director or executive officer, and significant employees. Information about the officers of the Company is set forth in Item 1 above and the information set out in the section captioned “Election of Directors” in the Proxy Statement.
f) Involvement in certain legal proceedings by any director, person nominated to become a director or executive officer . The information set out in the section captioned “Election of Directors”, will be filed within the Proxy Statement.
g) Certain promoters and control persons . None.
h) Audit Committee Financial Expert. The information set out in the section captioned “Corporate Governance”, will be filed within the Proxy Statement.
i) Code of Ethics . The Company has adopted a Code of Ethics that applies to all of its employees, directors, and officers, including the Chief Executive Officer, Chief Financial Officer and Vice President- Controller. A copy of the Code of Ethics is filed as Exhibit 10(p) and is available at the Corporate Governance section of the Company’s website (www.albint.com), within the investor materials section. A copy of the Code of Ethics may be obtained, without charge, by writing to: Investor Relations Department, Albany International Corp., 216 Airport Drive, Rochester, New Hampshire 03867. Any amendment to the Code of Ethics will be disclosed by posting the amended Code of Ethics on the Company’s website. Any waiver of any provision of the Code of Ethics will be disclosed by the filing of a Form 8-K.
Item 11. EXECUTIVE COMPENSATION
The information required by this item is set forth in the sections of the Company’s 2022 Proxy Statement captioned “Executive Compensation Earned,” “Summary Compensation Table,” “CEO Pay Ratio,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards At Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Director Compensation,” “Compensation Committee Report,” “Compensation Discussion and Analysis,” and “Compensation Committee Interlocks and Insider Participation” is incorporated herein by reference.
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Index
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is set forth in the section captioned “Share Ownership” in the Company’s 2022 Proxy Statement is incorporated herein by reference.
Equity Compensation Plan Information
Plan Category
Number of securities to be issued upon
exercise of outstanding options, warrants,
and rights
Weighted average exercise price of
outstanding options, warrants, and rights
Number of securities remaining available
for future issuance under equity
compensation plans (excluding securities
reflected in column (a))
(a)
(b)
(c)
Equity compensation plans approved by security holders
834 (1) $ 20.63 1,070,820 (2),(3),(4),(5)
Equity compensation plans not approved by security holders
— — —
Total
834 (1) $ 20.63 1,070,820 (2),(3),(4),(5)
_______________________
(1) Does not include 20,306, 58,938, and 64,110 shares that may be issued pursuant to 2019, 2020 and 2021, respectively, performance incentive awards granted to certain executive officers pursuant to the 2017 Incentive Plan, nor 6,285 shares that may be awarded as performance retention bonus under the 2017 Incentive Plan. Such awards are not “exercisable,” but will be paid out to the recipients in accordance with their terms, subject to certain conditions.
(2) Reflects the number of shares that may be issued pursuant to future awards under the 2011 Incentive Plan and 2017 Incentive Plan. Additional shares of Class A Common Stock are available for issuance under the 2011 Incentive Plan (see note 3 below) as well as under the Directors’ Annual Retainer Plan (see note 5 below). No additional shares are available under any of the stock option plans pursuant to which outstanding options were granted.
(3) 102,542 shares available for future issuance under the 2011 Incentive Plan. The 2011 Incentive Plan allows the Board from time to time to increase the number of shares that may be issued pursuant to awards granted under that Plan, provided that the number of shares so added may not exceed 500,000 in any one calendar year, and provided further that the total number of shares then available for issuance under the Plan shall not exceed 1,000,000 at any time. Shares of Common Stock covered by awards granted under the 2011 Incentive Plan are only counted as used to the extent they are actually issued and delivered. Accordingly, if an award is settled for cash, or if shares are withheld to pay any exercise price or to satisfy any tax-withholding requirement, only shares issued (if any), net of shares withheld, will be deemed delivered for purposes of determining the number of shares available under the Plan. If shares are issued subject to conditions that may result in the forfeiture, cancellation, or return of such shares to the Company, any shares forfeited, canceled, or returned shall be treated as not issued. Assuming full exercise by the Board of its power to increase annually the number of shares available under the 2011 Incentive Plan, the maximum number of additional shares that could yet be issued pursuant to the Plan awards (including those set forth in column (c) above) would be 1,615,472. No new shares have been awarded under this plan during 2018 or 2019.
(4) 968,278 shares available for future issuance under the 2017 Incentive Plan. Shares of Common Stock covered by awards granted under the 2017 Incentive Plan are only counted as used to the extent they are actually issued and delivered, including shares withheld to satisfy tax requirement. Accordingly, if an award is settled for cash, or if shares are withheld to pay any exercise price, only shares issued (if any), net of shares withheld, will be deemed delivered for purposes of determining the number of shares available under the Plan. If shares are issued subject to conditions that may result in the forfeiture, cancellation, or return of such shares to the Company, any shares forfeited, canceled, or returned shall be treated as not issued. The Plan awards (including those set forth in column (c) above) would be 968,278.
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Index
(5) The Directors’ Annual Retainer Plan provides that the aggregate dollar amount of the annual retainer payable for service as a member of the Company’s Board of Directors is $180,000, $105,000 of which is required to be paid in shares of Class A Common Stock, the total number of shares to be paid to each Director each year shall be determined by the closing price of a share of such stock on the day of the Annual Meeting at which the election of directors for such year occurs ("the Valuation Price"), as such Valuation Price is reported for such day in the Wall Street Journal, rounded down to the nearest whole number. Directors are expected to hold shares with a value of $540,000 or three times the value of the annual retainer. Directors may elect to receive, in stock, all of the retainer payable in shares of Common Stock. A director and related persons, who owns shares of Common Stock with a value of at least $540,000 may elect to receive, in cash, all or any portion of the retainer otherwise payable in shares of Common Stock.
Item 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this item is set forth in the section captioned “Election of Directors” in the Company’s 2022 Proxy Statement is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm is KPMG LLP, Albany, NY, Auditor Firm ID: 185 .
The information required by this item is set forth in the section captioned “Independent Auditors” in the Company’s 2022 Proxy Statement is incorporated herein by reference.
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PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Incorporated by Reference
Exhibit Number
Exhibit Description
Filed Herewith
Form
Period Ending
Filing Date
3 (a)
Amended and Restated Certificate of Incorporation of Company
8-K
06/02/15
3 (b)
Bylaws of Company
8-K
02/23/11
4.1 Description of the Company's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
8-K 08/05/21
4 (a)
Article IV of Certificate of Incorporation of Company
8-K
06/02/15
4 (b)
Specimen Stock Certificate for Class A Common Stock
S-1, No. 33-16254
09/30/87
Credit Agreement
10(k)(xx) $700 Million Five-Year Revolving Credit Facility Agreement among Albany International Corp., the other Borrowers named therein, the Lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, dated as of October 27, 2020
8-K
10/29/20
Restricted Stock Units
10(l)(vi)
2003 Restricted Stock Unit Plan, as amended May 7, 2008
8-K
05/13/08
10(l)(viii)
2011 Performance Phantom Stock Plan as adopted on May 26, 2011
10-Q
6/30/11
08/09/11
10(l)(xi)
Form of Restricted Stock Unit Award for units granted on August 28, 2018
8-K
09/04/18
10(l)(xii)
Form of Restricted Stock Unit Award for units granted on April 1, 2019
10-Q
3/31/19
05/01/19
10(l)(xiii)
Form of Restricted Stock Unit Award for units granted on November 4, 2019
10-K
12/31/19
02/28/20
10(l)(xiv)
Form of 2011 Performance Stock Bonus agreement
10-K
12/31/19
02/28/20
10(l)(xv) Form of 2021 Restricted Stock Unit Award Agreement
8-K 02/25/21
Stock Options
10(m)(i)
1992 Stock Option Plan
8-K
01/18/93
10(m)(vii)
1998 Stock Option Plan, as amended and restated as of August 7, 2003
10-Q
9/30/03
11/06/03
Executive Compensation
10(m)(ix)
2011 Incentive Plan
8-K
06/01/11
10(m)(xvii)
Form of 2011 Annual Performance Bonus Agreement
8-K
03/29/11
10(m)(xviii)
Form of 2011 Multi-Year Performance Bonus Agreement
8-K
03/29/11
10(m)(xix) Form of 2021 Multi-year Performance Bonus Agreement
8-K 02/25/21
10(l)(viii) Form of Severance Agreement between the Company and certain corporate officers or key executives
8-K
01/04/16
10(n)(i)
Supplemental Executive Retirement Plan, adopted as of January 1, 1994, as amended and restated as of January 1, 2008
8-K
01/02/08
10(n)(ii)
2017 Incentive Plan
Def 14A
03/29/17
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Index
Incorporated by Reference
Exhibit Number
Exhibit Description
Filed Herewith
Form
Period Ending
Filing Date
10(n)(iii)
Form of Incentive Award, dated April 1, 2019, between the Company and Stephen M. Nolan
10-Q
3/31/19
05/01/19
10(n)(iv)
Form of Sign on Bonus Agreement, dated November 4,2019, between the Company and Greg Harwell
10-K
12/31/19
02/28/20
10(n)(v)
Form of Retention Bonus Agreement, dated January 21, 2020, between the Company and Stephen M. Nolan
8-K
01/23/20
10(n)(vi) Form of 2021 Annual Performance Bonus Agreement
8-K 02/25/21
10(o)(iv)
Directors’ Annual Retainer Plan, as amended and restated as of February 23, 2018
Def 14A
03/28/18
10(p)
Code of Ethics
10-K
12/31/03
03/11/04
10(q)
Directors Pension Plan, amendment dated as of January 12, 2005
8-K
01/13/05
10(t)
Form of Indemnification Agreement
8-K
04/12/06
10(u)(vii)
Employment agreement, dated January 21, 2020, between the Company and A. William Higgins
10-K
12/31/19
02/28/20
10(u)(viii) Transition bonus agreement, dated January 15, 2021, between the Company and David M. Pawlick
10-K
12/31/20 02/25/21
10.1 Fee side letter agreement between Albany International Corp. and Standish Family Holdings, LLC and J.S. Standish Company, dated May 28, 2019
8-K
05/28/19
10.1 Fee side letter agreement between Albany International Corp. and J.S. Standish Company, Christine L. Standish, John C. Standish, Standish Family Holdings, LLC and J. Spencer Standish Discretionary Trust for Christine L. Standish, dated August 5, 2021
8-K 08/05/21
10.2 Amended and restated LLC operating agreement by and between Albany Engineered Composites and Safran Aerospace Composites, Inc. 10% equity interest in ASC for $28 million
10-K
12/31/13
02/26/14
11 Statement of Computation of Earnings per share (provided in Footnote 8 to the Consolidated Financial Statements)
X
10-K
12/31/21 02/25/22
21 Subsidiaries of Company
X
10-K
12/31/21 02/25/22
23 Consent of Independent Registered Public Accounting Firms
X
10-K
12/31/21 02/25/22
24 Powers of Attorney
X
10-K
12/31/21 02/25/22
31(a)
Certification of A. William Higgins required pursuant to Rule 13a-14(a) or Rule 15d-14(a)
X
10-K
12/31/21 02/25/22
31(b)
Certification of Stephen M. Nolan required pursuant to Rule 13a-14(a) or Rule 15d-14(a)
X
10-K
12/31/21 02/25/22
32(a)
Certification of A. William Higgins and Stephen M. Nolan required pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code
X
10-K
12/31/21 02/25/22
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Index
The following information from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL (Extensive Business Reporting Language), filed herewith:
101(i)
Consolidated Statements of Income for the years ended December 31, 2021, 2020 and 2019
X
10-K 12/31/21 2/25/22
101(ii)
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020, and 2019
X
10-K 12/31/21 2/25/22
101(iii)
Consolidated Balance Sheets as of December 31, 2021 and 2020
X
10-K 12/31/21 2/25/22
101(iv)
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019
X
10-K 12/31/21 2/25/22
101(v)
Notes to Consolidated Financial Statements
X
10-K 12/31/21 2/25/22
101.INS
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover page formatted as Inline XBRL and contained in Exhibit 101
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 25th day of February, 2022.
ALBANY INTERNATIONAL CORP.
By
/s/ Stephen M. Nolan
Stephen M. Nolan
Chief Financial Officer and Treasurer
(Principal Financial Officer)
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Index
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Company and in the capacities and on the dates indicated.
Signature
Title
Date
*
President and Chief Executive Officer and Director
February 25, 2022
A. William Higgins
(Principal Executive Officer)
/s/ Stephen M. Nolan
Chief Financial Officer and Treasurer
February 25, 2022
Stephen M. Nolan
(Principal Financial Officer)
*
Vice President–Controller
February 25, 2022
Elisabeth Indriani (Principal Accounting Officer)
*
Chairman of the Board and Director
February 25, 2022
Erland E. Kailbourne
*
Director
February 25, 2022
Katharine Plourde
*
Director
February 25, 2022
Mark J. Murphy
*
Director
February 25, 2022
John R. Scannell
*
Director
February 25, 2022
Kenneth W. Krueger
*
Director
February 25, 2022
J. Michael McQuade
*
Director
February 25, 2022
Christina M. Alvord
*By /s/ Stephen M. Nolan
Stephen M. Nolan
Attorney-in-fact
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Index
SCHEDULE II
ALBANY INTERNATIONAL CORP. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
Column A
Column B
Column C
Column D
Column E
Description
Balance at beginning of period
Charge to expense
Other (a) Balance at end of the period
Allowance for doubtful accounts
Year ended December 31:
2021 $ 5,140 $ ( 1,299 ) $ ( 593 ) $ 3,248
2020 (b) 1,719 1,628 1,793 5,140
2019 7,337 309 ( 5,927 ) 1,719
Allowance for sales returns
Year ended December 31:
2021 $ 9,668 $ 6,022 $ ( 6,138 ) $ 9,552
2020 11,249 3,199 ( 4,780 ) 9,668
2019 11,343 7,278 ( 7,372 ) 11,249
Valuation allowance deferred tax assets
Year ended December 31:
2021 $ 10,270 $ 949 $ ( 560 ) $ 10,659
2020 9,102 391 777 10,270
2019 8,389 859 ( 146 ) 9,102
__________________________
(a) Amounts sold, written off, or recovered, and the effect of changes in currency translation rates, are included in Column D. 2020 includes $ 1.8 million transition adjustment related to the adoption of ASC 326.
(b) Beginning in 2020, Allowance for doubtful accounts includes valuation accounts established for contract assets and noncurrent receivables as a result of the adoption of ASC 326. See Notes 11 and 12 for details.
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Index
CORPORATE INFORMATION
Investor Relations
The Company's Investor Relations Department may be contacted at:
Investor Relations Department
Albany International Corp.
216 Airport Drive
Rochester, NH 03867
Telephone: (603) 330-5850
Fax: (603) 994-3974
E-mail: investor.relations@albint.com
Transfer Agent and Registrar
Computershare
P.O. Box 505000
Louisville, KY 40233-5000
Telephone (toll-free): 1-877-277-9931
Web: www.computershare.com/investor
Shareholder Services
As an Albany International shareholder, you are invited to take advantage of our convenient shareholder services.
Computershare maintains the records for our registered shareholders and can help you with a variety of shareholder-related services at no charge, including:
• Change of name and/or address
• Consolidation of accounts
• Duplicate mailings
• Dividend reinvestment enrollment
• Lost stock certificates
• Transfer of stock to another person
• Additional administrative services
Access your investor statements online 24 hours a day, 7 days a week at Investor Center. For more information, go to www.computershare.com/investor.
Notice of Annual Meeting
As part of our company-wide efforts to address the public health risks presented by the novel coronavirus pandemic, we will hold our Annual Meeting virtually this year. The Annual Meeting of the Company’s shareholders will be held virtually on Friday, May 20, 2022 at 9:00 a.m. EDT. Access details for the virtual meeting will be published in the Company’s 2022 Proxy filed with the Securities and Exchange Commission.
Equal Employment Opportunity
Albany International, as a matter of policy, does not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, national origin, age, physical or mental disability, or status as a disabled or Vietnam-era veteran. This policy of nondiscrimination is applicable to matters of hiring, upgrading, promotions, transfers, layoffs, terminations, rates of pay, selection for training, recruitment, and recruitment advertising. The Company maintains affirmative action programs to implement its EEO policy.
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Index
Trademarks and Trade Names
INLINE, KRAFTLINE, PRINTLINE, HYDROCROSS, SEAM HYDROCROSS, HYDROMAX, SEAMPLANE, SEAM KMX, SPRING, VENTABELT EVM, VENTABELT XTS, VENTABELT XTR, TRANSBELT GX, TRANSBELT GXM, SPIRALTOP, AEROPULSE, AEROPOINT, DURASPIRAL, TOPSTAT, SUPRASTAT, PROVANTAGE, PROVANTAGE LC, PACKLINE, PACKTEX, PROLUX, KRAFTEX, FIBRETEX, ULTRA XT, DYNATEX, AEROCLEAN, SPIRALRUN, X-COR, K-COR, NOVALACE, DEXWIN, TWINCONE, FILAWIN, AIRSTRUT, SOFTLINE, and CARBON-24 are all trade names of Albany International Corp.
Directors and Officers
Directors
Erland E. Kailbourne, Chairman 2,3
A. William Higgins
Retired – Chairman and Chief Executive Officer,
President and Chief Executive Officer
Fleet National Bank (New York Region)
Katharine L. Plourde 1,3
Kenneth Krueger 1,3
Retired – Principal and Analyst,
Chairman of the Board, Manitowoc Company Inc.
Donaldson, Lufkin & Jenrette, Inc.
Mark J. Murphy 1,3
John R. Scannell 2
Chief Financial Officer, Qorvo, Inc.
Chairman and Chief Executive Officer, Moog Inc.
J. Michael McQuade 2
Christina M. Alvord 2
Vice President for Research, Retired - President, Southern and Gulf Coast division,
Carnegie Mellon University Vulcan Materials Company
1 Member, Audit Committee
2 Member, Compensation Committee
3 Member, Governance Committee
Officers
A. William Higgins
Stephen M. Nolan
President and Chief Executive Officer
Chief Financial Officer and Treasurer
Daniel A. Halftermeyer
Greg Harwell
President – Machine Clothing
President – Engineered Composites
Alice McCarvill
Robert A. Hansen
Executive Vice President Human Resources
Senior Vice President and Chief Technology Officer
and Chief Human Resources Officer
Elisabeth Indriani Joseph M. Gaug
Vice President – Controller
Vice President – General Counsel and Secretary
112