ALBANY INTERNATIONAL CORP. Item 2.02. Results of Operations and Financial Condition.
The information contained in Item 7.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.02.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced onMarch 23, 2023 ,Robert Starr , former Chief Financial Officer of Fairbanks Morse Defense, has been named Chief Financial Officer and Treasurer ofAlbany International Corp. ("the Company") to succeedStephen Nolan , effectiveApril 10, 2023 . In connection with such CFO transition, Elisabeth Indriani, who joined the Company onMarch 31, 2021 , and served as Controller and chief accounting officer sinceMay 13, 2021 , is leaving the company. Ms. Indriani will remain with the Company untilMay 5, 2023 , through the first quarter earnings release and filing of the Quarterly Report on Form 10Q. The Company and Ms. Indriani have mutually agreed to enter into an executive separation agreement. Under the agreement, Ms. Indriani will continue to receive her current monthly salary for a period of twenty-four (24) months, will remain eligible for any bonus payable relating to 2023 performance, on a pro rata basis, and will receive compensation in an amount equal to one-half the value of any unvested performance phantom stock units forfeited as the result of her departure. Ms. Indriani's departure is not based on any disagreement with the Company's accounting principles, practices or financial statement disclosures. The Company has namedJohn ("Jay") J. Tedone , former Chief Accounting Officer of Eos Energy Enterprises, the Company's Vice President - Controller, and appointed him chief accounting officer, both effectiveMay 1, 2023 .Mr. Tedone (age 58) joins the Company with over 30 years of accounting experience, including strategic public accounting roles. He most recently served as Chief Accounting Officer for Eos Energy Enterprises, Inc., a start-up company that designs, manufactures and deploys sustainable battery storage solutions for the electricity industry.Mr. Tedone joined Eos Energy Enterprises inFebruary 2022 . FromMay 2020 toJanuary 2022 , he was the Vice Present, Finance and Chief Accounting Officer forLydall, Inc. a publicly traded designer and manufacturer of specialty filtration and advance material solutions. Prior to that,Mr. Tedone was employed by Kaman Corporation, a manufacturer serving the aerospace & defense, industrial and medical markets, as Vice President, Finance and Chief Accounting Officer fromApril 2007 toApril 2020 , and fromNovember 2004 toApril 2007 as Vice President, Internal Audit.
A summary of
Item 7.01. Regulation FD Disclosure.
The company is also reaffirming its initial financial guidance for the full-year
2023, as previously disclosed on
•Total company revenue between$1.01 and$1.05 billion ; •Effective income tax rate, including tax adjustments, between 28% and 30%; •Total company depreciation and amortization between$70 and$75 million ; •Capital expenditures in the range of$90 to$100 million ; •GAAP and Adjusted earnings per share between$3.10 and$3.60 ; •Total company Adjusted EBITDA between$225 to$255 million ; •Machine Clothing revenue between$590 to$610 million ; •Machine Clothing Adjusted EBITDA between$205 and$225 million ; •Albany Engineered Composites (AEC) revenue between$420 to$440 million ; and •Albany Engineered Composites Adjusted EBITDA between$80 to$90 million . --------------------------------------------------------------------------------
Reconciliation of non-GAAP measures to comparable GAAP measures
The tables below provide a reconciliation of initial outlook for the full-year 2023 Adjusted EBITDA and Adjusted EPS (non-GAAP measures) to the comparable GAAP measures: Initial Outlook Full Year 2023 Adjusted EBITDA Machine Clothing AEC (in millions) Low High Low High
Net income attributable to the Company (GAAP) (a)
205$ 32 $ 41 Income attributable to the noncontrolling interest - - (1) (1) Interest expense, net - - - - Income tax expense - - - - Depreciation and amortization 20 20 48 49 EBITDA (non-GAAP) 205 225 79 89 Restructuring expenses, net (a) - - - - Foreign currency revaluation (gains)/losses (a) - - - - Acquisition/integration costs (a) - - - -
Pre-tax (income)/loss attributable to non-controlling interest
- - 1 1
Adjusted EBITDA (non-GAAP) $ 205 $
225
Initial Outlook Full Year 2023 Adjusted EBITDA Total
Company
(in millions) Low
High
Net income attributable to the Company (GAAP) (a)
113
Income attributable to the noncontrolling interest (1) (1) Interest expense, net 17 18 Income tax expense 40 49 Depreciation and amortization 70 75 EBITDA (non-GAAP) 224 254 Restructuring expenses, net (b) -
-
Foreign currency revaluation (gains)/losses (b) -
-
Acquisition/integration costs (b) -
-
Pre-tax (income)/loss attributable to non-controlling interest 1 1 Adjusted EBITDA (non-GAAP)$ 225 $ 255 Total Company
Forecast of Full Year 2023 Earnings per share (basic) (c)
Low High
Net income attributable to the Company (GAAP) (a)
- -
Foreign currency revaluation (gains)/losses (b) -
-
Acquisition/integration costs (b) -
-
Adjusted Earnings per share (non-GAAP)$ 3.10 $
3.60
(b) Due to the uncertainty of these items, we are unable to forecast these items for 2023. (c) Calculations based on estimated shares outstanding of approximately 31.2 million.
The information contained in this Current Report on Form 8-K that is being furnished under Items 2.02, 7.01 and 9.01, and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. --------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished herewith:
99.1 Summary of Tedone compensation terms.
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