ALBANY INTERNATIONAL CORP /DE/ 10-Q

ITEM 1. FINANCIAL STATEMENTS ALBANY INTERNATIONAL CORP. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share amounts) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net revenues $ 281,106 $ 260,563 $ 824,325 $ 766,101 Cost of goods sold 179,271 160,070 520,468 473,411 Gross profit 101,835 100,493 303,857 292,690 Selling, general, and administrative expenses 51,975 36,873 147,214 119,325 Technical and research expenses 9,708 9,934 30,303 29,984 Restructuring expenses, net 82 42 227 268 Operating income 40,070 53,644 126,113 143,113 Interest expense/(income), net 3,653 3,794 10,049 11,336 Pension settlement expense — 49,128 — 49,128 Other (income)/expense, net 56 ( 6,918 ) ( 4,910 ) ( 17,891 ) Income before income taxes 36,361 7,640 120,974 100,540 Income tax expense/(benefit) 9,207 ( 3,183 ) 39,908 22,273 Net income 27,154 10,823 81,066 78,267 Net income attributable to the noncontrolling interest 45 129 396 635 Net income attributable to the Company $ 27,109 $ 10,694 $ 80,670 $ 77,632 Earnings per share attributable to Company shareholders - Basic $ 0.87 $ 0.34 $ 2.59 $ 2.47 Earnings per share attributable to Company shareholders - Diluted $ 0.87 $ 0.34 $ 2.58 $ 2.46 Shares of the Company used in computing earnings per share: Basic 31,185 31,111 31,163 31,416 Diluted 31,283 31,223 31,256 31,518 Dividends declared per Class A share $ 0.25 $ 0.21 $ 0.75 $ 0.63 The accompanying notes are an integral part of the consolidated financial statements 1 Index ALBANY INTERNATIONAL CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) (in thousands) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income $ 27,154 $ 10,823 $ 81,066 $ 78,267 Other comprehensive income/(loss), before tax: Foreign currency translation ( 15,131 ) ( 38,971 ) ( 4,509 ) ( 79,841 ) Reclassification of loss on pension settlement — 42,657 — 42,657 Amortization of pension liability adjustments: Prior service credit ( 1,031 ) ( 1,123 ) ( 3,092 ) ( 3,368 ) Net actuarial loss 349 967 1,042 2,905 Payments and amortization related to interest rate swaps included in earnings ( 3,990 ) ( 106 ) ( 10,891 ) 2,758 Derivative valuation adjustment 996 8,492 4,533 23,529 Income taxes related to items of other comprehensive income/(loss): Reclassification of loss on pension settlement — ( 16,459 ) — ( 16,459 ) Amortization of prior service credit 315 344 946 1,031 Amortization of net actuarial loss ( 107 ) ( 296 ) ( 319 ) ( 889 ) Payments and amortization related to interest rate swaps included in earnings 1,009 ( 27 ) 2,755 ( 752 ) Derivative valuation adjustment ( 252 ) ( 2,151 ) ( 1,147 ) ( 5,960 ) Comprehensive income 9,312 4,150 70,384 43,878 Comprehensive income attributable to the noncontrolling interest ( 99 ) 73 669 544 Comprehensive income attributable to the Company $ 9,411 $ 4,077 $ 69,715 $ 43,334 The accompanying notes are an integral part of the consolidated financial statements 2 Index ALBANY INTERNATIONAL CORP. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) (unaudited) September 30, 2023 December 31, 2022 ASSETS Cash and cash equivalents $ 171,506 $ 291,776 Accounts receivable, net 270,487 200,018 Contract assets, net 165,833 148,695 Inventories 180,991 139,050 Income taxes prepaid and receivable 6,402 7,938 Prepaid expenses and other current assets 61,155 50,962 Total current assets 856,374 838,439 Property, plant and equipment, net 566,974 445,658 Intangibles, net 44,636 33,811 Goodwill 177,398 178,217 Deferred income taxes 15,284 15,196 Noncurrent receivables, net 25,300 27,913 Other assets 104,284 103,021 Total assets $ 1,790,250 $ 1,642,255 LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable $ 70,105 $ 69,707 Accrued liabilities 135,343 126,385 Current maturities of long-term debt 27,246 — Income taxes payable 10,103 15,224 Total current liabilities 242,797 211,316 Long-term debt 463,339 439,000 Other noncurrent liabilities 141,620 108,758 Deferred taxes and other liabilities 20,861 15,638 Total liabilities 868,617 774,712 COMMITMENTS AND CONTINGENCIES (Note 15) SHAREHOLDERS' EQUITY Preferred stock, par value $ 5.00 per share; authorized 2,000,000 shares; none issued — — Class A Common Stock, par value $ .001 per share; authorized 100,000,000 shares; 40,856,910 issued in 2023 and 40,785,434 in 2022 41 41 Additional paid in capital 446,470 441,540 Retained earnings 988,602 931,318 Accumulated items of other comprehensive income: Translation adjustments ( 151,177 ) ( 146,851 ) Pension and postretirement liability adjustments ( 17,389 ) ( 15,783 ) Derivative valuation adjustment 12,957 17,707 Treasury stock (Class A), at cost; 9,661,845 shares in 2023 and 9,674,542 in 2022 ( 364,665 ) ( 364,923 ) Total Company shareholders' equity 914,839 863,049 Noncontrolling interest 6,794 4,494 Total equity 921,633 867,543 Total liabilities and shareholders' equity $ 1,790,250 $ 1,642,255 The accompanying notes are an integral part of the consolidated financial statements 3 Index ALBANY INTERNATIONAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Nine Months Ended September 30, 2023 2022 OPERATING ACTIVITIES Net income $ 81,066 $ 78,267 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 50,164 46,864 Amortization 4,614 5,044 Change in deferred taxes and other liabilities ( 1,264 ) ( 15,582 ) Impairment of property, plant, equipment, and inventory 577 2,610 Non-cash interest expense 1,148 840 Non-cash portion of pension settlement expense — 42,657 Compensation and benefits paid or payable in Class A Common Stock 5,189 3,282 Provision for credit losses from uncollected receivables and contract assets 641 885 Foreign currency remeasurement (gain) on intercompany loans ( 4,704 ) ( 6,629 ) Fair value adjustment on foreign currency options 581 ( 409 ) Changes in operating assets and liabilities that provided/(used) cash, net of impact of business acquisition: Accounts receivable ( 18,172 ) ( 20,260 ) Contract assets ( 16,550 ) ( 37,201 ) Inventories ( 293 ) ( 24,895 ) Prepaid expenses and other current assets ( 3,030 ) ( 2,733 ) Income taxes prepaid and receivable 1,597 ( 2,179 ) Accounts payable ( 6,661 ) 5,081 Accrued liabilities ( 16,454 ) ( 12,624 ) Income taxes payable ( 5,810 ) 2,639 Noncurrent receivables 2,276 2,976 Other noncurrent liabilities ( 3,602 ) ( 5,960 ) Other, net 2,499 4,634 Net cash provided by operating activities 73,812 67,307 INVESTING ACTIVITIES Purchase of business, net of cash acquired ( 133,470 ) — Purchases of property, plant and equipment ( 48,850 ) ( 50,948 ) Purchased software ( 276 ) ( 1,884 ) Net cash used in investing activities ( 182,596 ) ( 52,832 ) FINANCING ACTIVITIES Proceeds from borrowings 71,249 145,000 Principal payments on debt ( 51,479 ) ( 48,000 ) Principal payments on finance lease liabilities — ( 654 ) Debt acquisition costs ( 4,108 ) — Purchase of Treasury shares — ( 84,780 ) Taxes paid in lieu of share issuance ( 3,136 ) ( 770 ) Proceeds from options exercised — 17 Dividends paid ( 23,365 ) ( 19,932 ) Net cash used in financing activities ( 10,839 ) ( 9,119 ) Effect of exchange rate changes on cash and cash equivalents ( 647 ) ( 30,910 ) Decrease in cash and cash equivalents ( 120,270 ) ( 25,554 ) Cash and cash equivalents at beginning of period 291,776 302,036 Cash and cash equivalents at end of period $ 171,506 $ 276,482 The accompanying notes are an integral part of the consolidated financial statements 4 Index ALBANY INTERNATIONAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Significant Accounting Policies Basis of Presentation In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary for a fair presentation of results for such periods. Albany International Corp. ("Albany", 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 the Company'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, 2022. 2. Reportable Segments and Revenue Recognition 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. Machine Clothing: 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. On August 31, 2023, the Company completed the acquisition of Heimbach GmbH (“Heimbach”), a privately-held manufacturer of paper machine clothing and technical textiles, as further described in Note 17. Business Combination . The financial results of the acquired company are included in the Machine Clothing reportable segment. Albany Engineered Composites: The Albany Engineered Composites (“AEC”) segment provides highly engineered, advanced composite structures to customers in the commercial and defense aerospace industries. The segment includes Albany Safran Composites, LLC (“ASC”), in which our customer, the SAFRAN Group (“SAFRAN”) owns a 10 percent noncontrolling interest. AEC, through ASC, is the exclusive supplier to the LEAP program of advanced composite fan blades and fan cases under a long-term supply contract, where revenue is determined by a cost-plus-fee agreement. The LEAP engine is used on the Airbus A320neo, Boeing 737 MAX, and COMAC 919 aircraft. AEC's largest aerospace customer is the SAFRAN Group and sales to SAFRAN (consisting primarily of fan blades and cases for CFM International's LEAP engine) accounted for approximately 16 percent of the Company's consolidated Net revenues in 2022. AEC net sales to SAFRAN were $ 140.8 million and $ 125.4 million in the first nine months of 2023 and 2022, respectively. The total of Accounts receivable, Contract assets and Noncurrent receivables due from SAFRAN amounted to $ 90.0 million and $ 80.8 million as of September 30, 2023 and December 31, 2022, respectively. Other significant programs by AEC include the Sikorsky CH-53K, F-35, JASSM, and Boeing 787 programs. AEC also supplies vacuum waste tanks for the Boeing 7-Series programs, and specialty components for the Rolls Royce lift fan on the F-35, as well as the fan case for the GE9X engine. For the year ended December 31, 2022, approximately 46 percent of AEC revenues were related to U.S. government contracts or programs. 5 Index The following tables show data by reportable segment, reconciled to consolidated totals included in the financial statements: Three months ended September 30, Nine months ended September 30, (in thousands) 2023 2022 2023 2022 Net revenues Machine Clothing $ 166,588 $ 153,389 $ 479,027 $ 459,121 Albany Engineered Composites 114,518 107,174 345,298 306,980 Consolidated revenues $ 281,106 $ 260,563 $ 824,325 $ 766,101 Operating income/(loss) Machine Clothing $ 50,710 $ 57,247 $ 153,400 $ 161,752 Albany Engineered Composites 9,374 9,958 27,460 20,688 Corporate expenses ( 20,014 ) ( 13,561 ) ( 54,747 ) ( 39,327 ) Consolidated Operating income $ 40,070 $ 53,644 $ 126,113 $ 143,113 Reconciling items: Interest income ( 1,826 ) ( 965 ) ( 4,770 ) ( 2,463 ) Interest expense 5,479 4,759 14,819 13,799 Pension settlement expense — 49,128 — 49,128 Other (income)/expense, net 56 ( 6,918 ) ( 4,910 ) ( 17,891 ) Income before income taxes $ 36,361 $ 7,640 $ 120,974 $ 100,540 Third quarter results include newly acquired Heimbach for the period of ownership, which began September 1, 2023. Heimbach's impact on third quarter results is described in Note 17. Business Combination . This acquisition impacted MC third quarter results by increasing Net revenues by $ 15.6 million and reducing Operating income by $( 0.5 ) million, which included depreciation expense on Property, plant, and equipment, net of $ 1.1 million, and amortization expense on Intangibles, net of $ 0.1 million. Revenue Recognition: Products and services provided under long-term contracts represent a significant portion of revenues in the Albany Engineered Composites segment and we account for these contracts over time, primarily 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. Changes in the estimated profitability of long-term contracts could be caused by increases or decreases in the contract value, revisions to customer delivery requirements, updated labor or overhead rates, factors affecting the supply chain, changes in the evaluation of contract risks and opportunities, or other factors . Changes in the estimated profitability of long-term contracts increased operating income by $ 0.9 million for the third quarter of 2023 and decreased operating income $ 4.1 million for the first nine months of 2023. Adjustments in the estimated profitability of long-term contracts increased operating income by $ 2.6 million and $ 2.0 million for the three and nine months ended September 30, 2022, respectively. 6 Index 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. The following table disaggregates revenue for each product group by timing of revenue recognition for the three months ended September 30, 2023: Three months ended September 30, 2023 (in thousands) Point in Time Revenue Recognition Over Time Revenue Recognition Total Machine Clothing $ 165,643 $ 945 $ 166,588 Albany Engineered Composites: ASC — 46,654 46,654 Other AEC 4,955 62,909 67,864 Total Albany Engineered Composites 4,955 109,563 114,518 Total revenues $ 170,598 $ 110,508 $ 281,106 The following table disaggregates revenue for each product group by timing of revenue recognition for the three months ended September 30, 2022: Three months ended September 30, 2022 (in thousands) Point in Time Revenue Recognition Over Time Revenue Recognition Total Machine Clothing $ 152,490 $ 899 $ 153,389 Albany Engineered Composites: ASC — 41,463 41,463 Other AEC 5,819 59,892 65,711 Total Albany Engineered Composites 5,819 101,355 107,174 Total revenues $ 158,309 $ 102,254 $ 260,563 The following table disaggregates revenue for each product group by timing of revenue recognition for the nine months ended September 30, 2023: Nine months ended September 30, 2023 (in thousands) Point in Time Revenue Recognition Over Time Revenue Recognition Total Machine Clothing $ 476,194 $ 2,833 $ 479,027 Albany Engineered Composites: ASC — 138,603 138,603 Other AEC 14,259 192,436 206,695 Total Albany Engineered Composites 14,259 331,039 345,298 Total revenues $ 490,453 $ 333,872 $ 824,325 7 Index The following table disaggregates revenue for each product group by timing of revenue recognition for the nine months ended September 30, 2022: Nine months ended September 30, 2022 (in thousands) Point in Time Revenue Recognition Over Time Revenue Recognition Total Machine Clothing $ 456,423 $ 2,698 $ 459,121 Albany Engineered Composites: ASC — 122,836 122,836 Other AEC 14,750 169,394 184,144 Total Albany Engineered Composites 14,750 292,230 306,980 Total revenues $ 471,173 $ 294,928 $ 766,101 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 September 30, Nine months ended September 30, (in thousands) 2023 2022 2023 2022 Americas PMC $ 84,405 $ 83,124 $ 261,937 $ 240,173 Eurasia PMC 64,493 49,828 164,771 157,751 Engineered Fabrics 17,690 20,437 52,319 61,197 Total Machine Clothing Net revenues $ 166,588 $ 153,389 $ 479,027 $ 459,121 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 and certain contracts in the AEC segment are relatively short duration firm-fixed-price orders. Remaining performance obligations on contracts that had an original duration of greater than one year totaled $ 759 million and $ 600 million as of September 30, 2023 and 2022, respectively, and related primarily to firm fixed price contracts in the AEC segment. Of the remaining performance obligations as of September 30, 2023, we expect to recognize as revenue approximately $ 38 million during 2023, $ 146 million during 2024, $ 146 million during 2025, and the remainder thereafter. 8 Index 3. Pensions and Other Postretirement Benefit Plans The Company has defined benefit pension plans covering certain U.S. and non-U.S. employees. The Company also provides certain postretirement benefits to retired employees in the U.S. and Canada. The Company accrues the cost of providing these benefits during the active service period of the employees. The composition of the net periodic benefit cost/ (income) for the nine months ended September 30, 2023 and 2022, was as follows: Pension plans Other postretirement benefits (in thousands) 2023 2022 2023 2022 Components of net periodic benefit cost/(income): Service cost $ 986 $ 1,061 $ 45 $ 86 Interest cost 3,447 4,235 1,405 916 Expected return on assets ( 3,063 ) ( 5,099 ) — — Amortization of prior service cost/(income) ( 24 ) ( 2 ) ( 3,068 ) ( 3,366 ) Amortization of net actuarial loss 421 1,493 621 1,412 Net periodic benefit cost/(credit) $ 1,767 $ 1,688 $ ( 997 ) $ ( 952 ) Settlement charge — 49,128 — — Net benefit cost/(credit) $ 1,767 $ 50,816 $ ( 997 ) $ ( 952 ) The amount of net benefit cost/(credit) 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 third quarter of 2022, we took actions to settle certain pension plan liabilities for a plan in the U.S., leading to charges totaling $ 49.1 million. No similar charges were incurred during the current year. The above reflects the acquisition of Heimbach, as further described in Note 17. Business Combination. Service cost for defined benefit pension and postretirement plans are reported in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. Other components of net periodic benefit cost are included in the line item Other (income)/expense, net in the Consolidated Statements of Income. 4. Other (Income)/Expense, net The components of Other (income)/expense, net are: Three months ended September 30, Nine months ended September 30, (in thousands) 2023 2022 2023 2022 Currency transaction (gains)/losses $ 511 $ ( 6,636 ) $ ( 3,622 ) $ ( 17,660 ) Bank fees and amortization of debt issuance costs 49 76 140 252 Components of net periodic pension and postretirement cost other than service cost ( 15 ) ( 138 ) ( 260 ) ( 411 ) Other ( 489 ) ( 220 ) ( 1,168 ) ( 72 ) Total other (income)/expense, net $ 56 $ ( 6,918 ) $ ( 4,910 ) $ ( 17,891 ) Other (income)/expense, net, included foreign currency related transactions which resulted in losses of $ 0.5 million and gains of $ 3.6 million in the three and nine months ended September 30, 2023, respectively, as compared to gains of $ 6.6 million and $ 17.7 million in the same period last year. During 2023, the Mexican Peso weakened during the third quarter, but was overall stronger during the nine months ended September 30, 2023, driving the foreign currency gain in the period. During 2022, the Euro remained weaker for the three and nine months ended September 30, 2022, resulting in a more significant foreign currency gain during those periods. 9 Index 5. Income Taxes The following table presents components of income tax expense for the three and nine months ended September 30, 2023 and 2022: Three months ended September 30, Nine months ended September 30, (in thousands, except percentages) 2023 2022 2023 2022 Income tax based on income from operations (1) $ 10,731 $ 2,208 $ 35,698 $ 28,315 Provision for change in estimated tax rate ( 119 ) 674 5 740 Income tax before discrete items 10,612 2,882 35,703 29,055 Discrete tax expense: Exercise of U.S. stock options — ( 9 ) — ( 17 ) Impact of amended tax returns — — — ( 98 ) Reconciliation of prior year estimated taxes ( 1,833 ) ( 1,185 ) ( 437 ) ( 1,693 ) Enacted tax legislation and rate change — — 313 — Provision for/resolution of tax audits and contingencies, net ( 602 ) 24 176 ( 116 ) Impact of long range tax planning — — ( 443 ) — Withholding tax related to internal restructuring — — 3,026 — US Pension Settlement - Release of Residual Tax Effect — ( 5,217 ) — ( 5,217 ) Impact of non-election of high tax exclusion under GILTI* 1,155 — 1,617 — Other ( 125 ) 322 ( 47 ) 359 Total income tax expense/(benefit) $ 9,207 $ ( 3,183 ) $ 39,908 $ 22,273 (1) Income tax is calculated at estimated annualized effective tax rate of 29.5 % and 28.9 % for the three and nine months ended September 30, 2023 and 2022, respectively. * Global Intangible Low-Taxed Income 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 calculation and their taxes will be recorded discretely in each quarter. The Company's policy for releasing income tax effects from accumulated other comprehensive income is the specific identification approach, whereas these items are released to income tax expense when the individual items are disposed of, terminated or extinguished. The Tax Cuts and Jobs Act lowered the U.S. corporate tax rate from 35% to 21% as of December 31, 2017, creating residual tax effects as a result of the remeasurement of deferred tax assets and liabilities originally established in other comprehensive income. As a result of the U.S. pension liability settlement (see Note 3, Pensions and Other Postretirement Benefit Plans ), and consistent with the Company's policy, in the third quarter of 2022, the Company recorded a net tax benefit of $ 5.2 million for the release of the residual tax effects within other comprehensive income related to the U.S. pension settlement. 10 Index 6. Earnings Per Share The amounts used in computing earnings per share and the weighted average number of shares of potentially dilutive securities are as follows: Three months ended September 30, Nine months ended September 30, (in thousands, except market price and earnings per share) 2023 2022 2023 2022 Net income attributable to the Company $ 27,109 $ 10,694 $ 80,670 $ 77,632 Weighted average number of shares: Weighted average number of shares used in calculating basic net income per share 31,185 31,111 31,163 31,416 Effect of dilutive stock-based compensation plans: Restricted stock units and multi-year awards 98 112 93 102 Weighted average number of shares used in calculating diluted net income per share 31,283 31,223 31,256 31,518 Net income attributable to the Company per share: Basic $ 0.87 $ 0.34 $ 2.59 $ 2.47 Diluted $ 0.87 $ 0.34 $ 2.58 $ 2.46 7. Accumulated Other Comprehensive Income ("AOCI") The table below presents changes in the components of AOCI for the period from December 31, 2022 to September 30, 2023: (in thousands) Translation adjustments Pension and postretirement liability adjustments Derivative valuation adjustment Total Other Comprehensive Income December 31, 2022 $ ( 146,851 ) $ ( 15,783 ) $ 17,707 $ ( 144,927 ) Other comprehensive income/(loss) before reclassifications, net of tax ( 4,326 ) ( 183 ) 3,386 ( 1,123 ) Interest (expense)/income related to swaps reclassified to the Consolidated Statements of Income, net of tax — — ( 8,136 ) ( 8,136 ) Pension and postretirement liability adjustments reclassified to Consolidated Statements of Income, net of tax — ( 1,423 ) — ( 1,423 ) Net current period other comprehensive income ( 4,326 ) ( 1,606 ) ( 4,750 ) ( 10,682 ) September 30, 2023 $ ( 151,177 ) $ ( 17,389 ) $ 12,957 $ ( 155,609 ) 11 Index The table below presents changes in the components of AOCI for the period from December 31, 2021 to September 30, 2022: (in thousands) Translation adjustments Pension and postretirement liability adjustments Derivative valuation adjustment Total Other Comprehensive Income December 31, 2021 $ ( 105,880 ) $ ( 38,490 ) $ ( 1,614 ) $ ( 145,984 ) Other comprehensive income/(loss) before reclassifications, net of tax ( 79,841 ) — 17,569 ( 62,272 ) Pension settlement expense, net of tax — 26,198 — 26,198 Interest (expense)/income related to swaps reclassified to the Consolidated Statements of Income, net of tax — — 2,006 2,006 Pension and postretirement liability adjustments reclassified to Consolidated Statements of Income, net of tax — ( 321 ) — ( 321 ) Net current period other comprehensive income ( 79,841 ) 25,877 19,575 ( 34,389 ) September 30, 2022 $ ( 185,721 ) $ ( 12,613 ) $ 17,961 $ ( 180,373 ) The components of AOCI that are reclassified to the Consolidated Statements of Income relate to our pension and postretirement plans and interest rate swaps. The table below presents the expense/(income) amounts reclassified from AOCI, and the line items of the Consolidated Statements of Income that were affected for the three and nine months ended September 30, 2023 and 2022: Three months ended September 30, Nine months ended September 30, (in thousands) 2023 2022 2023 2022 Pretax Derivative valuation reclassified from Accumulated Other Comprehensive Income: Other (income)/expense, net related to interest rate swaps included in Income before taxes $ ( 3,990 ) $ ( 106 ) $ ( 10,891 ) $ 2,758 Income tax effect 1,009 ( 27 ) 2,755 ( 752 ) Effect on net income due to items reclassified from Accumulated Other Comprehensive Income $ ( 2,981 ) $ ( 133 ) $ ( 8,136 ) $ 2,006 Pretax pension and postretirement liabilities reclassified from Accumulated Other Comprehensive Income: Pension settlement expense $ — $ 42,657 $ — $ 42,657 Amortization of prior service credit ( 1,031 ) ( 1,123 ) ( 3,092 ) ( 3,368 ) Amortization of net actuarial loss 349 967 1,042 2,905 Total pretax amount reclassified (a) ( 682 ) 42,501 ( 2,050 ) 42,194 Income tax effect 208 ( 16,411 ) 627 ( 16,317 ) Effect on net income due to items reclassified from Accumulated Other Comprehensive Income $ ( 474 ) $ 26,090 $ ( 1,423 ) $ 25,877 (a) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 3. Pensions and Other Postretirement Benefit Plans ). 12 Index 8. Noncontrolling Interests Effective October 31, 2013, Safran S.A. (Safran) acquired a 10 percent equity interest in a new Albany subsidiary, Albany Safran Composites, LLC ("ASC"). On August 31, 2023, the Company acquired all of the outstanding shares of Heimbach, a privately held manufacturer of paper machine clothing with headquarters in Düren, Germany. In July 2021, Heimbach acquired 85 % of Arcari, SRL (“Arcari”). Arcari is a manufacturer of textile and plastic industrial technical products and conveyor belts. On the date of the acquisition, the fair value of the noncontrolling interest in Arcari was $ 1.6 million. For the month ended September 30, 2023, the net income/(loss) attributable to Arcari’s noncontrolling interest was less than $ 0.1 million and the noncontrolling interest balance at September 30, 2023 was $ 1.6 million. The table below presents a reconciliation of income attributable to the noncontrolling interest and noncontrolling equity in the Company’s subsidiaries: ASC Noncontrolling Interest Nine months ended September 30, (in thousands, except percentages) 2023 2022 Net income of Albany Safran Composites (ASC) $ 4,929 $ 7,320 Less: Return attributable to the Company's preferred holding 974 974 Net income of ASC available for common ownership $ 3,955 $ 6,346 Ownership percentage of noncontrolling shareholder 10 % 10 % Net income attributable to the noncontrolling interest $ 396 $ 635 Noncontrolling interest, beginning of year $ 4,494 $ 3,638 Net income attributable to noncontrolling interest 396 635 Changes in other comprehensive income attributable to the noncontrolling interest 317 ( 91 ) ASC Noncontrolling interest, end of interim period $ 5,207 $ 4,182 Arcari Noncontrolling Interest Net income of Arcari available for common ownership $ 34 $ — Ownership percentage of noncontrolling shareholder 15 % — Net income attributable to the noncontrolling interest $ 5 $ — Noncontrolling interest, beginning of year $ — $ — Initial equity related to Noncontrolling interest in Arcari 1,632 — Net income attributable to noncontrolling interest 5 — Changes in other comprehensive income attributable to the noncontrolling interest ( 50 ) — Arcari Noncontrolling interest, end of interim period $ 1,587 $ — Total Noncontrolling interest, end of interim period $ 6,794 $ 4,182 13 Index 9. Accounts Receivable Accounts receivable, net includes Trade and other accounts receivable and Bank promissory notes, net of Allowance for expected credit losses. In connection with certain revenues 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 September 30, 2023 and December 31, 2022, Accounts receivable consisted of the following: (in thousands) September 30, 2023 December 31, 2022 Trade and other accounts receivable $ 256,852 $ 179,676 Bank promissory notes 19,286 23,439 Allowance for expected credit losses ( 5,651 ) ( 3,097 ) Accounts receivable, net $ 270,487 $ 200,018 On August 31, 2023, the Company acquired all of the outstanding shares of Heimbach, which resulted in an increase of $ 52.7 million to Accounts receivable, based on preliminary fair values at the date of acquisition. The Company has Noncurrent receivables in the AEC segment that represent revenue earned, which has extended payment terms. The Noncurrent receivables will be invoiced to the customer over a 10-year period, which began in 2020. As of September 30, 2023 and December 31, 2022, Noncurrent receivables consisted of the following: (in thousands) September 30, 2023 December 31, 2022 Noncurrent receivables $ 25,427 $ 28,053 Allowance for expected credit losses ( 127 ) ( 140 ) Noncurrent receivables, net $ 25,300 $ 27,913 10. Contract Assets and Liabilities Contract assets include unbilled amounts typically resulting from revenues 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 and the customer is invoiced. Contract liabilities include advance payments and billings in excess of revenue recognized. Contract liabilities are included in Accrued liabilities in the Consolidated Balance Sheets. Contract assets and Contract liabilities are reported on the Consolidated Balance Sheets in a net position on a contract-by-contract basis at the end of each reporting period. As of September 30, 2023 and December 31, 2022, Contract assets and Contract liabilities consisted of the following: (in thousands) September 30, 2023 December 31, 2022 Contract assets $ 166,666 $ 149,443 Allowance for expected credit losses ( 833 ) ( 748 ) Contract assets, net $ 165,833 $ 148,695 Contract liabilities $ 3,645 $ 15,176 Contract assets, net increased $ 17.1 million during the nine months ended September 30, 2023. 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 nine months ended September 30, 2023 and September 30, 2022. Contract liabilities decreased $ 11.5 million during the nine months ended September 30, 2023, primarily due to revenue recognized from satisfied performance obligations exceeding amounts invoiced to customers that were in a 14 Index contract liability position. Revenue recognized for the nine months ended September 30, 2023 and 2022 that was included in the Contract liability balance at the beginning of the year was $ 14.4 million and $ 5.0 million, respectively. 11. Inventories Costs included in inventories are raw materials, labor, supplies and allocable depreciation and overhead. Raw material inventories are valued on an average cost basis. Other inventory cost elements are valued at cost, using the first-in, first-out method. The Company writes down the inventories for estimated obsolescence and to lower of cost or net realizable value based upon assumptions about future demand and market conditions. If actual demand or market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Once established, the original cost of the inventory less the related write-down represents the new cost basis of such inventories. As of September 30, 2023 and December 31, 2022, Inventories consisted of the following: (in thousands) September 30, 2023 December 31, 2022 Raw materials $ 84,835 $ 74,631 Work in process 71,446 50,516 Finished goods 24,710 13,903 Total inventories $ 180,991 $ 139,050 On August 31, 2023, the Company acquired all of the outstanding shares of Heimbach, which resulted in an increase of $ 41.5 million to Inventories, based on preliminary fair values at the date of acquisition. 12. Goodwill and Other Intangible Assets 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. In the second quarter of 2023, management applied the qualitative assessment approach in performing its annual evaluation of goodwill for the Company's Machine Clothing reporting unit and two AEC reporting units and concluded 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 excess between the fair and carrying values. Accordingly, no impairment charges were recorded. When a quantitative assessment is performed, determining the fair value of a reporting unit requires the use of significant estimates and assumptions, including revenue growth rates, operating margins, discount rates, and future market conditions, among others. Goodwill and other long-lived assets are reviewed for impairment whenever events, such as significant changes in the business climate, plant closures, changes in product offerings, or other circumstances indicate that the carrying amount may not be recoverable. To determine fair value, we utilize two market-based approaches and an income approach. Under the market-based approaches, we utilize information regarding the Company, as well as publicly available industry information, to determine earnings multiples and revenue multiples. Under the income approach, we determine fair value based on the 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. On August 31, 2023, the Company acquired Heimbach. The assets acquired include intangible assets of $ 14.5 million consisting of the Heimbach trade name and developed technology. The preliminary fair value of the Heimbach trade name of $ 6.0 million is considered an indefinite-lived asset. The preliminary fair value of the developed technology of $ 8.5 million is being amortized over 9 years. There was no excess purchase price over the fair value and therefore, there was no goodwill reported as part of the acquisition. See Note 17. Business Combination for additional information. 15 Index 13. Financial Instruments Debt principally consists of a revolving credit agreement and foreign bank debt assumed in the acquisition of Heimbach. The following table represents the Company's outstanding debt: (in thousands, except interest rates) September 30, 2023 December 31, 2022 Borrowings under the Amended Credit Agreement(1) $ 461,000 $ 439,000 Foreign bank debt 29,585 — Total bank debt 490,585 439,000 Less: Current maturities of long-term debt 27,246 — Long-term debt $ 463,339 $ 439,000 (1) the credit facility matures in August 2028. At the end of the September 30, 2023 and December 31, 2022, the interest rate in effect was 3.60 % and 3.16 %, respectively, including the effect of interest rate hedging transactions, as described below. Amended Credit Agreement On August 16, 2023, we entered into a $ 800 million unsecured committed Five-Year Revolving Credit Facility Agreement (the “Amended Credit Agreement”), which amended and restated the prior $ 700 million committed Four-Year Revolving Credit Facility Agreement, entered into on October 27, 2020 (the “Prior Agreement”). The Amended Credit Agreement contains customary terms, as well as affirmative covenants, negative covenants and events of default that are substantially comparable to those in the Prior Agreement. The Borrowings are guaranteed by certain of the Company's subsidiaries, including all significant U.S. subsidiaries (subject to certain exceptions), as were borrowings under the Prior Agreement. On June 23, 2023, we entered into the first Amendment to the Prior Agreement to replace the LIBOR-based reference interest rate option with a reference interest rate option based on the Term Secured Overnight Financing Rate ("Term SOFR") plus an applicable credit spread adjustment (subject to a minimum floor of 0.00 %). The Amendment did not make any other material changes to the terms and conditions of the Prior Agreement, including the representations and warranties, events of default, affirmative and negative covenants. These amendments are also reflected in the Amended Credit Agreement. The applicable interest rate for borrowings under the Amended Credit Agreement is based on Term SOFR plus a spread, which is based on our leverage ratio (as defined in the Amended Credit Agreement) at the time of a borrowing as follows: Leverage Ratio Commitment Fee ABR Spread Term Benchmark/ Daily Simple SOFR Spread < 1.00 :1.00 0.275 % 0.500 % 1.500 % ≥ 1.00 :1.00 and < 2.00 :1.00 0.300 % 0.625 % 1.625 % ≥ 2.00 :1.00 and < 3.00 :1.00 0.325 % 0.750 % 1.750 % ≥ 3.00 :1.00 0.350 % 1.000 % 2.000 % As of September 30, 2023, the applicable interest rate for borrowings under the Amended Credit Agreement was based on one-month term SOFR plus the spread, which was 1.625 %. As of September 30, 2023, there was $ 461 million of borrowings outstanding under the Amended Credit Agreement. As of September 30, 2023, we had borrowings available of $ 339 million, based on our maximum leverage ratio and our Consolidated EBITDA (as defined in the Amended Credit Agreement). The Amended Credit Agreement contains customary terms including affirmative covenants, negative covenants and events of default. Under the Amended Credit Agreement, we are required to maintain a leverage ratio (as defined in the Credit Agreement) of not greater than 3.75 to 1.00, or 4.25 to 1.00 after a significant acquisition. We are also required to maintain a minimum interest coverage ratio (as defined in the Credit Agreement) of greater than 3.00 to 1.00. As of September 30, 2023, our leverage ratio was 1.48 to 1.00 (as defined in the Amended Credit Agreement) and our interest coverage ratio was 13.95 to 1.00. If our leverage ratio exceeds 3.50 to 1.00, then we are restricted in 16 Index paying dividends to a maximum amount of $ 40 million in a calendar year. As of September 30, 2023, we were in compliance with all applicable covenants. We anticipate continued compliance in each of the next four quarters while continuing to monitor future compliance based on current and future economic conditions. The borrowings are guaranteed by certain of the Company’s subsidiaries as defined in the Amended Credit Agreement. Our ability to borrow additional amounts under the Amended Credit Agreement is conditional upon the absence of any defaults, as well as the absence of any material adverse change (as defined in the Amended Credit Agreement). On June 14, 2021, we entered into interest rate swap agreements for the period October 17, 2022 through October 27, 2024. These transactions had the effect of fixing the LIBOR portion of the effective interest rate (before addition of the spread) on $ 350 million of indebtedness, drawn under the Prior Agreement at the rate of 0.838 % during the period. Under the terms of these transactions, we paid the fixed rate of 0.838 % and the counterparties paid a floating rate based on the one-month LIBOR rate at each monthly calculation date. On June 29, 2023, the Company amended each Swap agreement, in accordance with the practical expedients included in Accounting Standards Codification (“ASC”) 848, Reference Rate Reform, to replace the LIBOR Benchmark with a Term SOFR Benchmark. As a result of the amendments, we will pay a fixed blended rate of 0.7683 % (plus a credit spread adjustment as defined in the Swap Agreements) through October 27, 2024 on $ 350 million of borrowings under the Amended Credit Agreement and the counterparties will pay a floating rate based on the one-month term SOFR at each monthly calculation date, which on September 18, 2023 was 5.33 %. The effective date of the amended Swap agreements was July 17, 2023. As of September 18, 2023, the all-in-rate on the $ 350 M of debt was 2.51 %. On October 17, 2022, our interest rate swap agreements that were in effect from December 18, 2017 terminated. These transactions had the effect of fixing the LIBOR portion of the effective interest rate (before addition of the spread) on $ 350 million of indebtedness drawn under the Credit Agreement at the rate of 2.11 % during the period. Under the terms of those transactions, we paid the fixed rate of 2.11 % and the counterparties paid a floating rate based on the one-month LIBOR rate at each monthly calculation date. The all-in-rate on the $ 350 million of debt was 3.735 % at the time the swap agreements terminated. The interest rate swaps are accounted for as a hedge of future cash flows, as further described in Note 14. Fair-Value Measurements . No cash collateral was received or pledged in relation to the swap agreements. Indebtedness under the Amended Credit Agreement is ranked equally in right of payment to all unsecured senior debt. Assumed Foreign Bank Debt On August 31, 2023, the Company acquired Heimbach. The Company assumed Heimbach’s bank debt in the amount of $ 32.7 million. The bank debt is held by several European financial institutions, with fixed interest rates ranging from 0.9 % to 2.93 % and maturity dates ranging from September 25, 2023 to June 30, 2031. Certain bank agreements allowed for the repayment of the debt upon demand by certain financial institutions in the event of a change in control. Some or all of the assumed bank debt could become due upon notification by any of the financial institutions before the maturity date of the bank agreements. At September 30, 2023, the foreign debt assumed was $ 29.6 million, of which $ 27.2 million was classified as Current maturities on long-term debt. 14. Fair-Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data. • Level 3 - Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. We had no Level 3 financial assets or liabilities at September 30, 2023 or at December 31, 2022. 17 Index The following table presents the fair-value hierarchy for our Level 1 and Level 2 financial and non-financial assets and liabilities, which are measured at fair value on a recurring basis: September 30, 2023 December 31, 2022 Quoted prices in active markets Significant other observable inputs Quoted prices in active markets Significant other observable inputs (in thousands) (Level 1) (Level 2) (Level 1) (Level 2) Fair Value Assets: Cash equivalents $ 19,596 $ — $ 6,533 $ — Foreign currency option contracts — 1,465 — 1,788 Other Assets: Common stock of unaffiliated foreign public company (a) 623 — 602 — Interest rate swaps — 17,314 — 23,605 Liabilities Foreign currency forward contracts — ( 267 ) — — (a) Original cost basis $ 0.5 million. 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 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. Amounts determined to be due within one year are reclassified to Other current assets and/or Accrued liabilities in the Consolidated Balance Sheets. Unrealized gains and losses on the interest rate swaps flow through the caption Derivative valuation adjustment in the Shareholders’ equity section of the Consolidated Balance Sheets. On June 29, 2023, the Company amended each Swap agreement, in accordance with the practical expedients included in ASC 848, Reference Rate Reform, to replace the LIBOR Benchmark with a Term SOFR Benchmark (See Note 13. Financial Instruments for additional information). As of September 30, 2023, 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/(income), net when the related interest payments (that is, the hedged forecasted transactions), affect earnings. Interest expense/(income) related to payments under the active swap agreements totaled $( 10.9 ) million for the nine months ended September 30, 2023, and $ 2.8 million for the nine months ended September 30, 2022. 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 a 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. 18 Index (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 September 30, Nine months ended September 30, (in thousands) 2023 2022 2023 2022 Derivatives not designated as hedging instruments: Foreign currency options (gains)/losses $ 704 $ ( 28 ) $ 581 $ ( 409 ) 15. Commitments and Contingencies Asbestos Litigation Albany International Corp. is a defendant in suits brought in various courts in the United States by plaintiffs who allege that they have suffered personal injury as a result of exposure to asbestos-containing paper machine clothing synthetic dryer fabrics marketed during the period from 1967 to 1976 and used in certain paper mills. We were defending 3,604 claims as of September 30, 2023. 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: (in thousands, except number of claims) Opening Number of Claims Claims Dismissed, Settled, or Resolved New Claims Closing Number of Claims Amounts Paid to Settle or Resolve As of December 31, 2022 3,609 43 32 3,598 $ 125 As of September 30, 2023 3,598 11 17 3,604 $ 74 We anticipate that additional claims will be filed against the Company and related companies in the future but are unable to predict the number and timing of such future claims. Due to the fact that information sufficient to meaningfully estimate a range of possible loss of a particular claim is typically not available until late in the discovery process, we do not believe a meaningful estimate can be made regarding the range of possible loss with respect to pending or future claims and therefore are unable to estimate a range of reasonably possible loss in excess of amounts already accrued for pending or future claims. While we believe we have meritorious defenses to these claims, we have settled certain claims for amounts we consider reasonable given the facts and circumstances of each case. Our insurance carrier has defended each case and funded settlements under a standard reservation of rights. As of September 30, 2023, we had resolved, by means of settlement or dismissal, 38,035 claims at a total cost of $ 10.7 million. Of this amount, almost 100 % was paid by our insurance carrier, who has confirmed that we have approximately $ 140 million of remaining coverage under primary and excess policies that should be available with respect to current and future asbestos claims. The Company’s subsidiary, Brandon Drying Fabrics, Inc. (“Brandon”), is also a separate defendant in many of the asbestos cases in which Albany is named as a defendant, despite never having manufactured any fabrics containing asbestos. While Brandon was defending against 7,690 claims as of September 30, 2023, only twelve claims have been filed against Brandon since January 1, 2012, and only $ 15,000 in settlement costs have been incurred since 2001. Brandon was acquired by the Company in 1999 and has its own insurance policies covering periods prior to 1999. Since 2004, Brandon’s insurance carriers have covered 100 % of indemnification and defense costs, subject to policy limits and a standard reservation of rights. In some of these asbestos cases, the Company is named both as a direct defendant and as the “successor in interest” to Mount Vernon Mills (“Mount Vernon”). We acquired certain assets from Mount Vernon in 1993. Certain plaintiffs allege injury caused by asbestos-containing products alleged 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 19 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. 16. Changes in Shareholders’ Equity The following table summarizes changes in Shareholders’ Equity for the period December 31, 2022 to September 30, 2023: Class A Common Stock Additional paid-in capital Retained earnings Accumulated items of other comprehensive income Class A Treasury Stock Noncontrolling Interest Total Shareholders' Equity (in thousands) Shares Amount Shares Amount December 31, 2022 40,785 $ 41 $ 441,540 $ 931,318 $ ( 144,927 ) 9,675 $ ( 364,923 ) $ 4,494 $ 867,543 Net income — — — 26,889 — — — 197 27,086 Compensation and benefits paid or payable in shares 58 — 378 — — — — — 378 Dividends declared on Class A Common Stock, $ 0.25 per share — — — ( 7,792 ) — — — — ( 7,792 ) Cumulative translation adjustments — — — — 13,881 — — 238 14,119 Pension and postretirement liability adjustments — — — — ( 916 ) — — — ( 916 ) Derivative valuation adjustment — — — — ( 2,902 ) — — — ( 2,902 ) March 31, 2023 40,842 $ 41 $ 441,917 $ 950,415 $ ( 134,864 ) 9,675 $ ( 364,923 ) $ 4,929 $ 897,515 Net income — — — 26,672 — — — 154 26,826 Compensation and benefits paid or payable in shares — — 811 — — — — — 811 Shares issued to Directors' — — 828 — — ( 12 ) 258 — 1,086 Dividends declared on Class A Common Stock, $ 0.25 per share — — — ( 7,795 ) — — — — ( 7,795 ) Cumulative translation adjustments — — — — ( 2,568 ) — — 179 ( 2,389 ) Pension and postretirement liability adjustments — — — — ( 724 ) — — — ( 724 ) Derivative valuation adjustment — — — — 389 — — — 389 June 30, 2023 40,842 $ 41 $ 443,556 $ 969,292 $ ( 137,767 ) 9,663 $ ( 364,665 ) $ 5,262 $ 915,719 Net income — — — 27,109 — — — 45 27,154 Compensation and benefits paid or payable in shares 15 — 2,914 — — ( 1 ) — — 2,914 Dividends declared on Class A Common Stock, $ 0.25 per share — — — ( 7,799 ) — — — — ( 7,799 ) Initial equity related to Noncontrolling interest in Arcari — — — — — — — 1,632 1,632 Cumulative translation adjustments — — — — ( 15,639 ) — — ( 145 ) ( 15,784 ) Pension and postretirement liability adjustments — — — — 34 — — — 34 Derivative valuation adjustment — — — — ( 2,237 ) — — — ( 2,237 ) September 30, 2023 40,857 $ 41 $ 446,470 $ 988,602 $ ( 155,609 ) 9,662 $ ( 364,665 ) $ 6,794 $ 921,633 20 The following table summarizes changes in Shareholders’ Equity for the period December 31, 2021 to September 30, 2022: Class A Common Stock Additional paid-in capital Retained earnings Accumulated items of other comprehensive income Class A Treasury Stock Noncontrolling Interest Total Shareholders' Equity (in thousands) Shares Amount Shares Amount December 31, 2021 40,760 $ 41 $ 436,996 $ 863,057 $ ( 145,984 ) 8,665 $ ( 280,143 ) $ 3,638 $ 877,605 Net income — — — 27,737 — — — 338 28,075 Compensation and benefits paid or payable in shares 21 — 745 — — — — — 745 Options exercised — — 7 — — — — — 7 Purchase of Treasury shares (a) — — — — — 515 ( 43,937 ) — ( 43,937 ) Dividends declared on Class A Common Stock, $ 0.21 per share — — — ( 6,661 ) — — — — ( 6,661 ) Cumulative translation adjustments — — — — ( 1,730 ) — — 56 ( 1,674 ) Pension and postretirement liability adjustments — — — — 74 — — — 74 Derivative valuation adjustment — — — — 10,018 — — — 10,018 March 31, 2022 40,781 $ 41 $ 437,748 $ 884,133 $ ( 137,622 ) 9,180 $ ( 324,080 ) $ 4,032 $ 864,252 Net income — — — 39,201 — — — 168 39,369 Compensation and benefits paid or payable in shares 4 — 902 — — — — — 902 Shares issued to Directors' — — 800 — — ( 13 ) 285 — 1,085 Purchase of Treasury shares (a) — — — — — 508 ( 41,128 ) — ( 41,128 ) Dividends declared on Class A Common Stock, $ 0.21 per share — — — ( 6,529 ) — — — — ( 6,529 ) Cumulative translation adjustments — — — — ( 39,661 ) — — ( 91 ) ( 39,752 ) Pension and postretirement liability adjustments — — — — 234 — — — 234 Derivative valuation adjustment — — — — 3,349 — — — 3,349 June 30, 2022 40,785 $ 41 $ 439,450 $ 916,805 $ ( 173,700 ) 9,675 $ ( 364,923 ) $ 4,109 $ 821,782 Net income — — — 10,694 — — — 129 10,823 Compensation and benefits paid or payable in shares — — 835 — — — — — 835 Options exercised — — 10 — — — — — 10 Dividends declared on Class A Common Stock, $ 0.21 per share — — — ( 6,533 ) — — — — ( 6,533 ) Cumulative translation adjustments — — — — ( 38,450 ) — — ( 56 ) ( 38,506 ) Pension and postretirement liability adjustments — — — — ( 629 ) — — — ( 629 ) Settlement of certain pension liabilities — — — — 26,198 — — — 26,198 Derivative valuation adjustment — — — — 6,208 — — — 6,208 September 30, 2022 40,785 $ 41 $ 440,295 $ 920,966 $ ( 180,373 ) 9,675 $ ( 364,923 ) $ 4,182 $ 820,188 (a) In October 2021, the Company's Board of Directors authorized the Company to repurchase shares of up to $ 200 million through open market purchases, privately negotiated transactions or otherwise, and to determine the prices, times and amounts. During the nine months ended September 30, 2022, the Company repurchased 1,022,717 shares totaling $ 85.1 million. The Company did not repurchase shares during the nine months ended September 30, 2023. 21 17. Business Combination On August 31, 2023, the Company acquired all of the outstanding shares of Heimbach, a privately-held manufacturer of paper machine clothing with headquarters in Düren, Germany. Heimbach is a global supplier of paper machine clothing for the production of all grades of paper and cardboard on all machine types as well as high-tech textile products used in a variety of sectors, such as the food processing, chemicals, construction materials and automotive industries. Heimbach is now a division under the MC segment. The Paper Machine Clothing ("PMC") industry has attractive dynamics and the acquisition of Heimbach provides increased scale and complementary technology that further drives the Machine Clothing segment's differentiated manufacturing, sales and service network. The acquisition was funded using cash on-hand. The following table summarizes the total consideration paid, excluding debt assumed, for the acquisition of Heimbach: (in thousands) August 31, 2023 Cash consideration $ 145,816 Indemnity release ( 1,750 ) Total consideration paid $ 144,066 The acquisition was accounted for under the acquisition method in accordance with ASC 805, Business Combinations. The assets acquired and the liabilities assumed were recorded based on their preliminary fair values at the date of acquisition as follows: (in thousands) August 31, 2023 Assets acquired: Cash and cash equivalents $ 12,347 Accounts receivables 52,704 Inventories 41,538 Property, plant and equipment 126,057 Other intangible assets 14,464 Other current assets 7,452 Other noncurrent assets 6,694 Total assets acquired $ 261,256 Liabilities assumed: Assumed debt $ 32,700 Accounts payable 8,243 Accrued liabilities 27,257 Other noncurrent liabilities 36,313 Income taxes payable 288 Deferred tax liabilities 10,757 Total liabilities assumed $ 115,558 Net assets acquired $ 145,698 Noncontrolling interest $ ( 1,632 ) Total consideration $ 144,066 For the three and nine months ended September 30, 2023, the Company incurred acquisition related costs of $ 1.6 million and $ 2 million, respectively. These costs are included in Selling, general and administrative expenses in the Consolidated statements of income. The preliminary fair values of the property, plant and equipment of $ 126.1 million were determined using the cost-approach and a market-approach because the selected approaches were appropriate for the valuation analysis and 22 sufficient information was available for their use. The Company recorded $ 1.1 million of depreciation expense for the three and nine months ended September 30, 2023. The preliminary fair values of the identifiable intangible assets totaling $ 14.5 million, consisting of the Heimbach trade name and developed technology, was determined using the income approach, specifically, a relief from royalty method. The fair value of the trade name was $ 6.0 million and is considered an indefinite-lived asset because of Heimbach's rich brand heritage and customer service to the paper machine clothing industry dating back to 1811. The fair value of the developed technology was $ 8.5 million and includes intellectual property-related technologies as well as know-how developed by Heimbach; and is being amortized over its economic period of benefit, which is 9 years. This amortization period represents the estimated useful life of the asset. The Company recorded $ 0.1 million of intangible amortization for the three and nine months ended September 30, 2023. The preliminary fair values of the assets acquired includes $ 3.2 million and $ 0.1 million of operating and finance lease right-of-use assets, respectively. The preliminary fair values of the liabilities assumed includes $ 3.2 million and $ 0.1 million of operating and finance lease liabilities, respectively, of which, $ 1.1 million and $ 0.1 million of operating and finance lease liabilities, respectively, are current liabilities. Debt assumed included $ 32.7 million aggregate outstanding amount of bank debt with several European financial institutions with fixed interest rates ranging from 0.9 % to 2.93 % and maturity dates ranging from September 25, 2023 to June 30, 2031. Bank agreements allowed for the repayment of the debt upon demand by certain financial institutions in the event of a change in control. Some of the assumed bank debt may become due upon notification by those financial institutions before the maturity date of the bank agreements. At September 30, 2023, the foreign debt assumed was $ 29.6 million, of which $ 27.2 million was classified as Current maturities on long-term debt. The preliminary fair value of the liabilities assumed include $ 35.3 million of pension liabilities for various defined benefit plans. Heimbach's results of operations have been included in the Company's financial statements for the period subsequent to the completion of the acquisition on August 31, 2023. Heimbach contributed $ 15.6 million of revenue and a $( 0.5 ) million operating loss for the period ended September 30, 2023. 23