x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from ________ to _________
|
Delaware
|
|
52-1762325
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
One Technology Park Drive
|
|
|
Westford, Massachusetts
|
|
01886
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Class
|
|
Outstanding at May 1, 2015
|
Common Stock, $.01 par value
|
|
10,966,486
|
|
|
April 4,
2015 |
|
January 3,
2015 |
||||
(In thousands)
|
|
|
||||||
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
42,840
|
|
|
$
|
45,378
|
|
Restricted cash (Note 1)
|
|
371
|
|
|
415
|
|
||
Accounts receivable, less allowances of $2,215 and $2,198 (Note 1)
|
|
61,024
|
|
|
58,508
|
|
||
Inventories (Note 1)
|
|
60,644
|
|
|
55,223
|
|
||
Unbilled contract costs and fees
|
|
3,238
|
|
|
5,436
|
|
||
Other current assets
|
|
19,922
|
|
|
18,598
|
|
||
Assets of discontinued operation
|
|
110
|
|
|
116
|
|
||
Total Current Assets
|
|
188,149
|
|
|
183,674
|
|
||
|
|
|
|
|
||||
Property, Plant, and Equipment, at Cost
|
|
116,565
|
|
|
118,902
|
|
||
Less: accumulated depreciation and amortization
|
|
73,114
|
|
|
73,937
|
|
||
|
|
43,451
|
|
|
44,965
|
|
||
|
|
|
|
|
||||
Other Assets
|
|
10,818
|
|
|
10,272
|
|
||
|
|
|
|
|
||||
Intangible Assets, Net (Note 1)
|
|
43,256
|
|
|
46,954
|
|
||
|
|
|
|
|
||||
Goodwill
|
|
121,457
|
|
|
127,882
|
|
||
|
|
|
|
|
||||
Total Assets
|
|
$
|
407,131
|
|
|
$
|
413,747
|
|
|
|
April 4,
2015 |
|
January 3,
2015 |
||||
(In thousands, except share amounts)
|
|
|
||||||
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Short-term obligations (Note 5)
|
|
$
|
625
|
|
|
$
|
611
|
|
Accounts payable
|
|
26,484
|
|
|
27,233
|
|
||
Accrued payroll and employee benefits
|
|
13,742
|
|
|
19,943
|
|
||
Customer deposits
|
|
20,027
|
|
|
18,452
|
|
||
Other current liabilities
|
|
22,926
|
|
|
20,718
|
|
||
Liabilities of discontinued operation
|
|
100
|
|
|
213
|
|
||
Total Current Liabilities
|
|
83,904
|
|
|
87,170
|
|
||
|
|
|
|
|
||||
Other Long-Term Liabilities
|
|
34,835
|
|
|
35,868
|
|
||
|
|
|
|
|
||||
Long-Term Obligations (Note 5)
|
|
30,125
|
|
|
25,250
|
|
||
|
|
|
|
|
||||
Commitments and Contingencies (Note 12)
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
||||
Stockholders' Equity:
|
|
|
|
|
|
|
||
Preferred stock, $.01 par value, 5,000,000 shares authorized; none issued
|
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, 150,000,000 shares authorized; 14,624,159 shares issued
|
|
146
|
|
|
146
|
|
||
Capital in excess of par value
|
|
96,500
|
|
|
98,769
|
|
||
Retained earnings
|
|
275,282
|
|
|
270,249
|
|
||
Treasury stock at cost, 3,657,673 and 3,760,019 shares
|
|
(85,339
|
)
|
|
(87,727
|
)
|
||
Accumulated other comprehensive items (Note 8)
|
|
(29,451
|
)
|
|
(17,146
|
)
|
||
Total Kadant Stockholders' Equity
|
|
257,138
|
|
|
264,291
|
|
||
Noncontrolling interest
|
|
1,129
|
|
|
1,168
|
|
||
Total Stockholders' Equity
|
|
258,267
|
|
|
265,459
|
|
||
|
|
|
|
|
||||
Total Liabilities and Stockholders' Equity
|
|
$
|
407,131
|
|
|
$
|
413,747
|
|
|
|
Three Months Ended
|
||||||
|
|
April 4,
2015 |
|
March 29,
2014 |
||||
(In thousands, except per share amounts)
|
|
|
||||||
|
|
|
|
|
||||
Revenues
|
|
$
|
92,251
|
|
|
$
|
93,367
|
|
|
|
|
|
|
||||
Costs and Operating Expenses:
|
|
|
|
|
|
|
||
Cost of revenues
|
|
47,914
|
|
|
51,187
|
|
||
Selling, general, and administrative expenses
|
|
32,222
|
|
|
32,482
|
|
||
Research and development expenses
|
|
1,660
|
|
|
1,749
|
|
||
Restructuring costs (Note 2)
|
|
84
|
|
|
328
|
|
||
|
|
81,880
|
|
|
85,746
|
|
||
|
|
|
|
|
||||
Operating Income
|
|
10,371
|
|
|
7,621
|
|
||
|
|
|
|
|
||||
Interest Income
|
|
53
|
|
|
222
|
|
||
Interest Expense
|
|
(231
|
)
|
|
(306
|
)
|
||
|
|
|
|
|
||||
Income from Continuing Operations Before Provision for Income Taxes
|
|
10,193
|
|
|
7,537
|
|
||
Provision for Income Taxes (Note 4)
|
|
3,268
|
|
|
2,352
|
|
||
|
|
|
|
|
||||
Income from Continuing Operations
|
|
6,925
|
|
|
5,185
|
|
||
Income (Loss) from Discontinued Operation (net of income tax (provision) benefit of $(41) and $3)
|
|
65
|
|
|
(5
|
)
|
||
|
|
|
|
|
||||
Net Income
|
|
6,990
|
|
|
5,180
|
|
||
|
|
|
|
|
||||
Net Income Attributable to Noncontrolling Interest
|
|
(93
|
)
|
|
(127
|
)
|
||
|
|
|
|
|
||||
Net Income Attributable to Kadant
|
|
$
|
6,897
|
|
|
$
|
5,053
|
|
|
|
|
|
|
||||
Amounts Attributable to Kadant:
|
|
|
|
|
|
|
||
Income from Continuing Operations
|
|
$
|
6,832
|
|
|
$
|
5,058
|
|
Income (Loss) from Discontinued Operation
|
|
65
|
|
|
(5
|
)
|
||
Net Income Attributable to Kadant
|
|
$
|
6,897
|
|
|
$
|
5,053
|
|
|
|
|
|
|
||||
Earnings per Share from Continuing Operations Attributable to Kadant (Note 3):
|
|
|
|
|
|
|
||
Basic
|
|
$
|
0.63
|
|
|
$
|
0.45
|
|
Diluted
|
|
$
|
0.62
|
|
|
$
|
0.45
|
|
|
|
|
|
|
||||
Earnings per Share Attributable to Kadant (Note 3):
|
|
|
|
|
|
|
||
Basic
|
|
$
|
0.63
|
|
|
$
|
0.45
|
|
Diluted
|
|
$
|
0.62
|
|
|
$
|
0.45
|
|
|
|
|
|
|
||||
Weighted Average Shares (Note 3):
|
|
|
|
|
|
|
||
Basic
|
|
10,892
|
|
|
11,132
|
|
||
Diluted
|
|
11,086
|
|
|
11,314
|
|
||
|
|
|
|
|
||||
Cash Dividends Declared per Common Share
|
|
$
|
0.17
|
|
|
$
|
0.15
|
|
|
|
|
|
Three Months Ended
|
|
||||||
|
|
April 4,
2015 |
|
March 29,
2014 |
|
||||
(In thousands)
|
|
|
|
||||||
|
|
|
|
|
|
||||
Net Income
|
|
$
|
6,990
|
|
|
$
|
5,180
|
|
|
|
|
|
|
|
|
||||
Other Comprehensive Items:
|
|
|
|
|
|
|
|
||
Foreign Currency Translation Adjustment
|
|
(12,102
|
)
|
|
(757
|
)
|
|
||
Pension and Other Post-Retirement Liability Adjustments (net of tax provision of $92 and $43 in 2015 and 2014, respectively)
|
|
173
|
|
|
77
|
|
|
||
Deferred (Loss) Gain on Hedging Instruments (net of tax provision of $17 and $49 in 2015 and 2014, respectively)
|
|
(508
|
)
|
|
92
|
|
|
||
Other Comprehensive Items
|
|
(12,437
|
)
|
|
(588
|
)
|
|
||
Comprehensive (Loss) Income
|
|
(5,447
|
)
|
|
4,592
|
|
|
||
Comprehensive Loss (Income) Attributable to Noncontrolling Interest
|
|
39
|
|
|
(133
|
)
|
|
||
Comprehensive (Loss) Income Attributable to Kadant
|
|
$
|
(5,408
|
)
|
|
$
|
4,459
|
|
|
|
|
Three Months Ended
|
||||||
|
|
April 4,
2015 |
|
March 29,
2014 |
||||
(In thousands)
|
|
|
||||||
|
|
|
|
|
||||
Operating Activities:
|
|
|
|
|
||||
Net income attributable to Kadant
|
|
$
|
6,897
|
|
|
$
|
5,053
|
|
Net income attributable to noncontrolling interest
|
|
93
|
|
|
127
|
|
||
(Income) loss from discontinued operation
|
|
(65
|
)
|
|
5
|
|
||
Income from continuing operations
|
|
6,925
|
|
|
5,185
|
|
||
Adjustments to reconcile income from continuing operations to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
2,910
|
|
|
3,045
|
|
||
Stock-based compensation expense
|
|
1,588
|
|
|
1,395
|
|
||
Provision for losses on accounts receivable
|
|
185
|
|
|
85
|
|
||
Gain on the sale of property, plant, and equipment
|
|
—
|
|
|
(96
|
)
|
||
Other items, net
|
|
(1,523
|
)
|
|
(197
|
)
|
||
Contributions to pension plan
|
|
(270
|
)
|
|
(270
|
)
|
||
Changes in current assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
||
Accounts receivable
|
|
(5,247
|
)
|
|
1,187
|
|
||
Unbilled contract costs and fees
|
|
1,817
|
|
|
2,065
|
|
||
Inventories
|
|
(7,660
|
)
|
|
312
|
|
||
Other current assets
|
|
(1,908
|
)
|
|
(813
|
)
|
||
Accounts payable
|
|
375
|
|
|
(2,290
|
)
|
||
Other current liabilities
|
|
(1,715
|
)
|
|
(3,406
|
)
|
||
Net cash (used in) provided by continuing operations
|
|
(4,523
|
)
|
|
6,202
|
|
||
Net cash (used in) provided by discontinued operation
|
|
(41
|
)
|
|
1
|
|
||
Net cash (used in) provided by operating activities
|
|
(4,564
|
)
|
|
6,203
|
|
||
|
|
|
|
|
||||
Investing Activities:
|
|
|
|
|
|
|
||
Acquisitions, net of cash acquired
|
|
—
|
|
|
(2,035
|
)
|
||
Purchases of property, plant, and equipment
|
|
(1,216
|
)
|
|
(539
|
)
|
||
Proceeds from sale of property, plant, and equipment
|
|
5
|
|
|
139
|
|
||
Other, net
|
|
—
|
|
|
1
|
|
||
Net cash used in continuing operations for investing activities
|
|
(1,211
|
)
|
|
(2,434
|
)
|
||
|
|
|
|
|
||||
Financing Activities:
|
|
|
|
|
|
|
||
Proceeds from issuance of long-term obligations
|
|
10,000
|
|
|
5,354
|
|
||
Repayments of short-and long-term obligations
|
|
(5,111
|
)
|
|
(131
|
)
|
||
Purchases of Company common stock
|
|
—
|
|
|
(1,918
|
)
|
||
Dividends paid
|
|
(1,630
|
)
|
|
(1,389
|
)
|
||
Proceeds from issuance of Company common stock
|
|
148
|
|
|
514
|
|
||
Other, net
|
|
687
|
|
|
683
|
|
||
Net cash provided by continuing operations for financing activities
|
|
4,094
|
|
|
3,113
|
|
||
|
|
|
|
|
||||
Exchange Rate Effect on Cash and Cash Equivalents from Continuing Operations
|
|
(857
|
)
|
|
110
|
|
||
|
|
|
|
|
||||
(Decrease) Increase in Cash and Cash Equivalents from Continuing Operations
|
|
(2,538
|
)
|
|
6,992
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
|
45,378
|
|
|
50,032
|
|
||
Cash and Cash Equivalents at End of Period
|
|
$
|
42,840
|
|
|
$
|
57,024
|
|
(In thousands, except share amounts)
|
|
Common
Stock
|
|
Capital in
Excess of Par Value
|
|
Retained Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive Items
|
|
Noncontrolling Interest
|
|
Total
Stockholders' Equity
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at December 28, 2013
|
|
14,624,159
|
|
|
$
|
146
|
|
|
$
|
96,809
|
|
|
$
|
248,170
|
|
|
3,524,742
|
|
|
$
|
(76,339
|
)
|
|
$
|
710
|
|
|
$
|
925
|
|
|
$
|
270,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,053
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
|
5,180
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,676
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,676
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Activity under stock plans
|
|
—
|
|
|
—
|
|
|
(2,761
|
)
|
|
—
|
|
|
(125,166
|
)
|
|
2,713
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tax benefits related to employees' and directors' stock plans
|
|
—
|
|
|
—
|
|
|
683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
683
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Purchases of Company common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
(1,918
|
)
|
|
—
|
|
|
—
|
|
|
(1,918
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other comprehensive items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(594
|
)
|
|
6
|
|
|
(588
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at March 29, 2014
|
|
14,624,159
|
|
|
$
|
146
|
|
|
$
|
94,731
|
|
|
$
|
251,547
|
|
|
3,449,576
|
|
|
$
|
(75,544
|
)
|
|
$
|
116
|
|
|
$
|
1,058
|
|
|
$
|
272,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at January 3, 2015
|
|
14,624,159
|
|
|
$
|
146
|
|
|
$
|
98,769
|
|
|
$
|
270,249
|
|
|
3,760,019
|
|
|
$
|
(87,727
|
)
|
|
$
|
(17,146
|
)
|
|
$
|
1,168
|
|
|
$
|
265,459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,897
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|
6,990
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,864
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,864
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Activity under stock plans
|
|
—
|
|
|
—
|
|
|
(2,956
|
)
|
|
—
|
|
|
(102,346
|
)
|
|
2,388
|
|
|
—
|
|
|
—
|
|
|
(568
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tax benefits related to employees' and directors' stock plans
|
|
—
|
|
|
—
|
|
|
687
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
687
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other comprehensive items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,305
|
)
|
|
(132
|
)
|
|
(12,437
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at April 4, 2015
|
|
14,624,159
|
|
|
$
|
146
|
|
|
$
|
96,500
|
|
|
$
|
275,282
|
|
|
3,657,673
|
|
|
$
|
(85,339
|
)
|
|
$
|
(29,451
|
)
|
|
$
|
1,129
|
|
|
$
|
258,267
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
April 4,
2015 |
|
March 29,
2014 |
||||
|
|
|
|
|
||||
Non-Cash Investing Activities:
|
|
|
|
|
||||
Fair Value of Assets Acquired
|
|
$
|
—
|
|
|
$
|
5,610
|
|
Cash Paid for Acquired Businesses
|
|
—
|
|
|
(2,709
|
)
|
||
Liabilities Assumed of Acquired Businesses
|
|
$
|
—
|
|
|
$
|
2,901
|
|
Non-Cash Financing Activities:
|
|
|
|
|
|
|
||
Issuance of Company Common Stock
|
|
$
|
2,633
|
|
|
$
|
2,480
|
|
Dividends Declared but Unpaid
|
|
$
|
1,864
|
|
|
$
|
1,676
|
|
|
|
April 4,
2015 |
|
January 3,
2015 |
||||
(In thousands)
|
|
|
||||||
|
|
|
|
|
||||
Raw Materials and Supplies
|
|
$
|
22,436
|
|
|
$
|
24,403
|
|
Work in Process
|
|
15,977
|
|
|
11,259
|
|
||
Finished Goods
|
|
22,231
|
|
|
19,561
|
|
||
|
|
$
|
60,644
|
|
|
$
|
55,223
|
|
|
|
April 4,
2015 |
|
January 3,
2015 |
||||
(In thousands)
|
|
|
||||||
|
|
|
|
|
||||
Indefinite-Lived Intangible Asset
|
|
$
|
8,100
|
|
|
$
|
8,100
|
|
|
|
|
|
|
||||
Definite-Lived Intangible Assets, Gross
|
|
$
|
77,052
|
|
|
$
|
77,052
|
|
Accumulated Amortization
|
|
(37,340
|
)
|
|
(35,901
|
)
|
||
Currency Translation
|
|
(4,556
|
)
|
|
(2,297
|
)
|
||
Definite-Lived Intangible Assets, Net
|
|
$
|
35,156
|
|
|
$
|
38,854
|
|
|
|
|
|
|
||||
Total Intangible Assets, Net
|
|
$
|
43,256
|
|
|
$
|
46,954
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
April 4,
2015 |
|
March 29,
2014 |
||||
|
|
|
|
|
||||
Balance at beginning of period
|
|
$
|
3,875
|
|
|
$
|
4,571
|
|
Provision
|
|
408
|
|
|
559
|
|
||
Usage
|
|
(543
|
)
|
|
(697
|
)
|
||
Currency translation
|
|
(192
|
)
|
|
(9
|
)
|
||
Balance at end of period
|
|
$
|
3,548
|
|
|
$
|
4,424
|
|
(In thousands)
|
|
Severance
Costs
|
||
|
|
|
||
|
|
|
||
Balance at January 3, 2015
|
|
$
|
103
|
|
Provision
|
|
84
|
|
|
Usage
|
|
(54
|
)
|
|
Currency translation
|
|
(11
|
)
|
|
Balance at April 4, 2015
|
|
$
|
122
|
|
|
|
Three Months Ended
|
||||||
|
|
April 4,
2015 |
|
March 29,
2014 |
||||
(In thousands, except per share amounts)
|
|
|
||||||
|
|
|
|
|
||||
Amounts Attributable to Kadant:
|
|
|
|
|
||||
Income from Continuing Operations
|
|
$
|
6,832
|
|
|
$
|
5,058
|
|
Income (Loss) from Discontinued Operation
|
|
65
|
|
|
(5
|
)
|
||
Net Income
|
|
$
|
6,897
|
|
|
$
|
5,053
|
|
|
|
|
|
|
||||
Basic Weighted Average Shares
|
|
10,892
|
|
|
11,132
|
|
||
Effect of Stock Options, Restricted Stock Units and Employee Stock Purchase Plan
|
|
194
|
|
|
182
|
|
||
Diluted Weighted Average Shares
|
|
11,086
|
|
|
11,314
|
|
||
|
|
|
|
|
||||
Basic Earnings per Share:
|
|
|
|
|
|
|
||
Continuing Operations
|
|
$
|
0.63
|
|
|
$
|
0.45
|
|
Discontinued Operation
|
|
$
|
0.01
|
|
|
$
|
—
|
|
Net Income per Basic Share
|
|
$
|
0.63
|
|
|
$
|
0.45
|
|
|
|
|
|
|
||||
Diluted Earnings per Share:
|
|
|
|
|
|
|
||
Continuing Operations
|
|
$
|
0.62
|
|
|
$
|
0.45
|
|
Discontinued Operation
|
|
$
|
0.01
|
|
|
$
|
—
|
|
Net Income per Diluted Share
|
|
$
|
0.62
|
|
|
$
|
0.45
|
|
|
|
April 4,
2015 |
|
January 3,
2015 |
||||
(In thousands)
|
|
|
||||||
|
|
|
|
|
||||
Revolving Credit Facility, due 2018
|
|
$
|
25,000
|
|
|
$
|
20,000
|
|
Variable Rate Term Loan, due from 2015 to 2016
|
|
5,750
|
|
|
5,750
|
|
||
Borrowings Under Overdraft
|
|
—
|
|
|
111
|
|
||
Total Short- and Long-Term Obligations
|
|
30,750
|
|
|
25,861
|
|
||
Less: Short-Term Obligations
|
|
(625
|
)
|
|
(611
|
)
|
||
Long-Term Obligations
|
|
$
|
30,125
|
|
|
$
|
25,250
|
|
|
|
(In thousands)
|
|
Foreign
Currency
Translation
Adjustment
|
|
Unrecognized
Prior Service
Cost
|
|
Deferred Loss
on Pension and
Other Post-
Retirement
Plans
|
|
Deferred Loss
on Hedging
Instruments
|
|
Accumulated
Other
Comprehensive
Items
|
||||||||||
Balance at January 3, 2015
|
|
$
|
(7,371
|
)
|
|
$
|
(589
|
)
|
|
$
|
(8,394
|
)
|
|
$
|
(792
|
)
|
|
$
|
(17,146
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
(11,970
|
)
|
|
4
|
|
|
52
|
|
|
568
|
|
|
(11,346
|
)
|
|||||
Reclassifications from AOCI
|
|
—
|
|
|
23
|
|
|
94
|
|
|
(1,076
|
)
|
|
(959
|
)
|
|||||
Net current period other comprehensive (loss) income
|
|
(11,970
|
)
|
|
27
|
|
|
146
|
|
|
(508
|
)
|
|
(12,305
|
)
|
|||||
Balance at April 4, 2015
|
|
$
|
(19,341
|
)
|
|
$
|
(562
|
)
|
|
$
|
(8,248
|
)
|
|
$
|
(1,300
|
)
|
|
$
|
(29,451
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 28, 2013
|
|
$
|
8,919
|
|
|
$
|
(657
|
)
|
|
$
|
(6,919
|
)
|
|
$
|
(633
|
)
|
|
$
|
710
|
|
Other comprehensive (loss) income before reclassifications
|
|
(763
|
)
|
|
—
|
|
|
(3
|
)
|
|
38
|
|
|
(728
|
)
|
|||||
Reclassifications from AOCI
|
|
—
|
|
|
22
|
|
|
58
|
|
|
54
|
|
|
134
|
|
|||||
Net current period other comprehensive (loss) income
|
|
(763
|
)
|
|
22
|
|
|
55
|
|
|
92
|
|
|
(594
|
)
|
|||||
Balance at March 29, 2014
|
|
$
|
8,156
|
|
|
$
|
(635
|
)
|
|
$
|
(6,864
|
)
|
|
$
|
(541
|
)
|
|
$
|
116
|
|
|
|
Three Months Ended
|
|
Statement of Income
|
||||||
(In thousands)
|
|
April 4,
2015 |
|
March 29,
2014 |
|
Line Item
|
||||
Pension and Other Post-Retirement Plans: (1)
|
|
|
|
|
||||||
Amortization of prior service cost
|
|
$
|
(36
|
)
|
|
$
|
(35
|
)
|
|
SG&A expenses
|
Amortization of actuarial losses
|
|
(144
|
)
|
|
(88
|
)
|
|
SG&A expenses
|
||
Total expense before income taxes
|
|
(180
|
)
|
|
(123
|
)
|
|
|
||
Income tax benefit
|
|
63
|
|
|
43
|
|
|
Provision for income taxes
|
||
|
|
(117
|
)
|
|
(80
|
)
|
|
|
||
Cash Flow Hedges: (2)
|
|
|
|
|
|
|
|
|
||
Interest rate swap agreements
|
|
(104
|
)
|
|
(84
|
)
|
|
Interest expense
|
||
Forward currency-exchange contracts
|
|
1,318
|
|
|
—
|
|
|
SG&A expenses
|
||
Total income (expense) before income taxes
|
|
1,214
|
|
|
(84
|
)
|
|
|
||
(Provision) benefit for income taxes
|
|
(138
|
)
|
|
30
|
|
|
Provision for income taxes
|
||
|
|
1,076
|
|
|
(54
|
)
|
|
|
||
Total reclassifications
|
|
$
|
959
|
|
|
$
|
(134
|
)
|
|
|
(1)
|
Included in the computation of net periodic benefit costs. See Note 7 for additional information.
|
(2)
|
See Note 9 for additional information.
|
|
|
|
|
April 4, 2015
|
|
January 3, 2015
|
||||||||||||
|
|
Balance Sheet Location
|
|
Asset (Liability) (a)
|
|
Notional Amount (b)
|
|
Asset (Liability) (a)
|
|
Notional Amount
|
||||||||
(In thousands)
|
|
|
|
|
|
|||||||||||||
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives in an Asset Position:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Forward currency-exchange contracts
|
|
Other Current Assets
|
|
$
|
35
|
|
|
$
|
869
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward currency-exchange contracts
|
|
Other Assets
|
|
$
|
1,522
|
|
|
$
|
15,679
|
|
|
$
|
775
|
|
|
$
|
17,012
|
|
Derivatives in a Liability Position:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Forward currency-exchange contracts
|
|
Other Current Liabilities
|
|
$
|
(5
|
)
|
|
$
|
190
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
Other Long-Term Liabilities
|
|
$
|
(364
|
)
|
|
$
|
15,750
|
|
|
$
|
(377
|
)
|
|
$
|
5,750
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives in an Asset Position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward currency-exchange contract
|
|
Other Current Assets
|
|
$
|
1
|
|
|
$
|
399
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives in a Liability Position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward currency-exchange contracts
|
|
Other Current Liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
784
|
|
(a)
|
See Note 10 for the fair value measurements related to these financial instruments.
|
(b)
|
The total notional amount is indicative of the level of the Company's derivative activity during the first quarter of 2015.
|
(In thousands)
|
|
Interest Rate Swap
Agreements
|
|
Forward Currency-
Exchange
Contracts
|
|
Total
|
||||||
Unrealized loss, net of tax, at January 3, 2015
|
|
$
|
(366
|
)
|
|
$
|
(426
|
)
|
|
$
|
(792
|
)
|
Loss (gain) reclassified to earnings
|
|
67
|
|
|
(1,143
|
)
|
|
(1,076
|
)
|
|||
(Loss) gain recognized in AOCI
|
|
(59
|
)
|
|
627
|
|
|
568
|
|
|||
Unrealized loss, net of tax, at April 4, 2015
|
|
$
|
(358
|
)
|
|
$
|
(942
|
)
|
|
$
|
(1,300
|
)
|
•
|
Level 1—Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.
|
•
|
Level 3—Unobservable inputs based on the Company's own assumptions.
|
|
|
Fair Value as of April 4, 2015
|
||||||||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds and time deposits
|
|
$
|
7,388
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,388
|
|
Banker's acceptance drafts (a)
|
|
$
|
—
|
|
|
$
|
5,440
|
|
|
$
|
—
|
|
|
$
|
5,440
|
|
Forward currency-exchange contracts
|
|
$
|
—
|
|
|
$
|
1,558
|
|
|
$
|
—
|
|
|
$
|
1,558
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward currency-exchange contracts
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Interest rate swap agreements
|
|
$
|
—
|
|
|
$
|
364
|
|
|
$
|
—
|
|
|
$
|
364
|
|
Contingent consideration (b)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,030
|
|
|
$
|
1,030
|
|
|
|
Fair Value as of January 3, 2015
|
||||||||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds and time deposits
|
|
$
|
9,264
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,264
|
|
Banker's acceptance drafts (a)
|
|
$
|
—
|
|
|
$
|
6,334
|
|
|
$
|
—
|
|
|
$
|
6,334
|
|
Forward currency-exchange contracts
|
|
$
|
—
|
|
|
$
|
775
|
|
|
$
|
—
|
|
|
$
|
775
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward currency-exchange contracts
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Interest rate swap agreement
|
|
$
|
—
|
|
|
$
|
377
|
|
|
$
|
—
|
|
|
$
|
377
|
|
Contingent consideration (b)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,133
|
|
|
$
|
1,133
|
|
(a)
|
Included in accounts receivable in the accompanying condensed consolidated balance sheet.
|
(b)
|
Included in other current liabilities in the accompanying condensed consolidated balance sheet.
|
|
|
Three Months Ended
April 4, 2015 |
||
(In thousands)
|
|
|||
Balance at beginning of period
|
|
$
|
1,133
|
|
Current period expense
|
|
18
|
|
|
Currency translation
|
|
(121
|
)
|
|
Balance at end of period
|
|
$
|
1,030
|
|
|
|
April 4, 2015
|
|
January 3, 2015
|
||||||||||||
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
(In thousands)
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt obligations
|
|
$
|
30,125
|
|
|
$
|
30,125
|
|
|
$
|
25,250
|
|
|
$
|
25,250
|
|
|
|
Three Months Ended
|
||||||
|
|
April 4,
|
|
March 29,
|
||||
(In thousands)
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Revenues:
|
|
|
|
|
||||
Papermaking Systems
|
|
$
|
80,655
|
|
|
$
|
78,184
|
|
Wood Processing Systems
|
|
7,772
|
|
|
11,273
|
|
||
Fiber-based Products
|
|
3,824
|
|
|
3,910
|
|
||
|
|
$
|
92,251
|
|
|
$
|
93,367
|
|
|
|
|
|
|
||||
Income from Continuing Operations Before Provision for Income Taxes:
|
|
|
|
|
|
|
||
Papermaking Systems
|
|
$
|
12,283
|
|
|
$
|
9,410
|
|
Wood Processing Systems
|
|
2,245
|
|
|
1,354
|
|
||
Corporate and Fiber-based Products (a)
|
|
(4,157
|
)
|
|
(3,143
|
)
|
||
Total Operating Income
|
|
10,371
|
|
|
7,621
|
|
||
Interest Expense, Net
|
|
(178
|
)
|
|
(84
|
)
|
||
|
|
$
|
10,193
|
|
|
$
|
7,537
|
|
|
|
|
|
|
||||
Capital Expenditures:
|
|
|
|
|
|
|
||
Papermaking Systems
|
|
$
|
952
|
|
|
$
|
517
|
|
Other
|
|
264
|
|
|
22
|
|
||
|
|
$
|
1,216
|
|
|
$
|
539
|
|
|
-
|
Stock-Preparation: custom-engineered systems and equipment, as well as standard individual components, for pulping, de-inking, screening, cleaning, and refining primarily recycled fiber for preparation for entry into the paper machine; and recausticizing and evaporation equipment and systems used in the production of virgin pulp;
|
|
-
|
Fluid-Handling: rotary joints, precision unions, steam and condensate systems, components, and controls used primarily in the dryer section of the papermaking process and during the production of corrugated boxboard, metals, plastics, rubber, textiles, chemicals, and food; and
|
|
-
|
Doctoring, Cleaning, & Filtration: doctoring systems and related consumables that continuously clean rolls to keep paper machines running efficiently; doctor blades made of a variety of materials to perform functions including cleaning, creping, web removal, flaking, and the application of coatings; profiling systems that control moisture, web curl, and gloss during paper converting; and systems and equipment used to continuously clean paper machine fabrics and rolls, drain water from pulp mixtures, form the sheet or web, and filter the process water for reuse.
|
|
-
|
Stranders: disc and ring stranders and related parts and consumables that cut trees into strands for OSB production;
|
|
-
|
Rotary Debarkers: rotary debarkers and related parts and consumables that employ a combination of mechanical abrasion and log-to-log contact to efficiently remove bark from logs of all shapes and species; and
|
|
-
|
Chippers: disc, drum, and veneer chippers and related parts and consumables that are high quality, robust chipper systems for waste-wood and whole-log applications found in pulp woodrooms, chip plants, and sawmill and planer mill sites.
|
|
|
Three Months Ended
|
||||
|
|
April 4,
2015 |
|
March 29,
2014 |
||
|
|
|
|
|
||
Revenues
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
||
Costs and Operating Expenses:
|
|
|
|
|
|
|
Cost of revenues
|
|
52
|
|
|
55
|
|
Selling, general, and administrative expenses
|
|
35
|
|
|
35
|
|
Research and development expenses
|
|
2
|
|
|
2
|
|
Restructuring costs
|
|
—
|
|
|
—
|
|
|
|
89
|
|
|
92
|
|
Operating Income
|
|
11
|
|
|
8
|
|
Interest Income
|
|
—
|
|
|
—
|
|
Interest Expense
|
|
—
|
|
|
—
|
|
Income from Continuing Operations Before Provision for Income Taxes
|
|
11
|
|
|
8
|
|
Provision for Income Taxes
|
|
3
|
|
|
2
|
|
Income from Continuing Operations
|
|
8
|
%
|
|
6
|
%
|
|
|
Three Months Ended
|
||||||
|
|
April 4,
2015 |
|
March 29,
2014 |
||||
(In thousands)
|
|
|
||||||
Revenues:
|
|
|
|
|
||||
Papermaking Systems
|
|
$
|
80,655
|
|
|
$
|
78,184
|
|
Wood Processing Systems
|
|
7,772
|
|
|
11,273
|
|
||
Fiber-based Products
|
|
3,824
|
|
|
3,910
|
|
||
|
|
$
|
92,251
|
|
|
$
|
93,367
|
|
|
|
Three Months Ended
|
|
|
|
Increase (Decrease)
Excluding Effect of Currency Translation |
|
|||||||||
(In thousands) |
|
April 4, 2015
|
|
March 29, 2014
|
|
Increase (Decrease)
|
|
|||||||||
Papermaking Systems Segment Product Lines:
|
|
|
|
|
|
|
|
|
||||||||
Stock-Preparation
|
|
$
|
30,646
|
|
|
$
|
26,174
|
|
|
$
|
4,472
|
|
|
$
|
6,208
|
|
Doctoring, Cleaning, & Filtration
|
|
27,286
|
|
|
27,009
|
|
|
277
|
|
|
2,062
|
|
||||
Fluid-Handling
|
|
22,723
|
|
|
25,001
|
|
|
(2,278
|
)
|
|
(119
|
)
|
||||
|
|
$
|
80,655
|
|
|
$
|
78,184
|
|
|
$
|
2,471
|
|
|
$
|
8,151
|
|
|
|
Three Months Ended
|
||||
|
|
April 4,
2015 |
|
March 29,
2014 |
||
Gross Profit Margin:
|
|
|
|
|
||
Papermaking Systems
|
|
47.5
|
%
|
|
47.5
|
%
|
Wood Processing Systems
|
|
51.1
|
|
|
28.3
|
|
Fiber-based Products
|
|
54.3
|
|
|
46.7
|
|
|
|
48.1
|
%
|
|
45.2
|
%
|
|
KADANT INC.
|
|
|
|
/s/ Thomas M. O'Brien
|
|
Thomas M. O'Brien
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
Exhibit Number
|
|
|
|
Description of Exhibit
|
|
|
|
|
10.1*
|
|
Form of cash-settled restricted stock unit award agreement between the registrant and its non-employee directors dated March 9, 2015.
|
|
|
|
10.2
|
|
Swap Confirmation effective January 16, 2015.
|
|
|
|
31.1
|
|
Certification of the Principal Executive Officer of the Registrant Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
31.2
|
|
Certification of the Principal Financial Officer of the Registrant Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
32
|
|
Certification of the Chief Executive Officer and the Chief Financial Officer of the Registrant Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document.**
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.**
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document.**
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document.**
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document.**
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document.**
|
1.
|
Preamble.
On the date shown on the first page of this Award Agreement (“Award Date”), the Company granted to the Recipient named on the first page (“Recipient”) cash-settled restricted stock units (“RSUs”) with respect to the number of shares of common stock of the Company identified on the first page of this Award Agreement (“Award Shares”), subject to the terms, conditions and restrictions set forth in this Award Agreement and the provisions of the Company’s 2006 Equity Incentive Plan, as amended from time to time (“Plan”). Any consideration due to the Company on the vesting of Award Shares pursuant to this Award Agreement will be deemed to have been satisfied by services rendered by the Recipient to the Company during the vesting period.
|
2.
|
Vesting Date
. Subject to the terms, conditions and restrictions of this Award Agreement, including the Forfeiture provisions described in Section 5 below, the Recipient shall vest in the RSUs in accordance with the schedule set forth below (the “Vesting Date”).
|
10,000
|
Upon a “Change-in-Control” during the “Change-in-Control Period” as defined herein
|
3.
|
Settlement of RSUs
.
|
(a)
|
Upon the Vesting Date occurring on the consummation of a Change in Control as defined in Section 8.2(c) or 8.2(d) of the Plan , the Company shall deliver to the Recipient as settlement for the vested Award Shares an amount in cash (the “Cash Settlement”) equal to (i) the cash
|
(b)
|
Upon the Vesting Date occurring on a Change in Control as defined in Section 8.2(b) of the Plan, then the Company shall deliver to the Recipient as settlement for the vested Award Shares an amount in cash (the “Alternative Cash Settlement”) equal to (i) the fair market value per share of the Company’s common stock on the date of such Change in Control multiplied by (ii) the number of vested Award Shares. The Alternative Cash Settlement shall be paid no later than thirty (30) days of such Change in Control.
|
(c)
|
In no event will the Recipient be entitled to payment with respect to the Award under both Section 3(a) and Section 3 (b).
|
4.
|
Restrictions on Transfer
. Unless and until the Award Shares shall have vested and the RSUs are ultimately settled as provided in Section 3 above, the Recipient shall not sell, transfer, pledge, hypothecate, assign or otherwise dispose of, by operation of law or otherwise, any RSUs, or any interest therein.
|
5.
|
Forfeiture
.
|
(a)
|
Definitions
. For purposes of this Award Agreement, “Forfeiture” shall mean any forfeiture of RSUs pursuant to Sections 5(b) or 5(c) below.
|
(b)
|
Termination of Service as a Director
. In the event that the Recipient ceases to be a director of the Company prior to the Vesting Date set forth in Section 2 above for any reason or no reason, with or without cause, other than upon a Change in Control, then any of the Recipient’s RSUs that have not previously vested shall be automatically and immediately forfeited and returned to the Company.
|
(c)
|
Change in Control
. In the event that no Change in Control occurs during the Change in Control Period, then any of the Recipient’s RSUs that have not previously vested shall be automatically and immediately forfeited and returned to the Company as of end of the last day of the Change in Control Period.
|
6.
|
No Stockholder Rights.
Neither the Recipient nor any person claiming under or through the Recipient shall be, or have any rights or privileges of, a stockholder of the Company in respect of the Award Shares subject to the RSUs.
|
7.
|
Withholding Taxes.
The Company’s obligation to deliver the Cash Settlement to the Recipient upon the vesting of the RSUs shall be subject to the satisfaction of all income tax (including federal, state, local and foreign taxes), social insurance, payroll tax, payment on account or other tax-related withholding requirements of any applicable jurisdiction, based
|
8.
|
No Compensation Deferral.
Neither the Plan nor this Award Agreement is intended to provide for any deferral of compensation that would be subject to Section 409A (“Section 409A”) of the U.S. Internal Revenue Code of 1986, as amended. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Award Agreement to ensure that all awards (including, without limitation, the RSUs) are either exempt from or compliant with the requirements of Section 409A.
|
9.
|
Dilution and Other Adjustments
. In the event a stock dividend, stock split or combination of shares, or other distribution with respect to holders of common stock other than normal cash dividends, occurs while the Award is outstanding (after the Grant Date and before the Vesting Date), the committee appointed by the Company’s Board of Directors to administer the Plan (the “Committee”) shall in the manner determined in its sole discretion adjust the number of shares subject to the Award to reflect such event. In the event any recapitalization, merger or consolidationinvolving the Company , any transaction in which the Company becomes a subsidiary of another entity, any sale or other disposition of all or a substantial portion of the assets of the Company or any similar transaction as determined by the Committee, (any of the foregoing, a “covered transaction”) occurs while the Award is outstanding, the Committee in its discretion may (i) accelerate the vesting of the Award, (ii) adjust the terms of the Award, (iii) if there is a survivor or acquiror entity, provide for the assumption of the Award by such survivor or acquiror or an affiliate thereof or for the grant of one or more replacement awards by such survivor or acquiror or an affiliate thereof, in each case on such terms as the Committee may determine, (iv) terminate the Award (provided, that if the Committee terminates the Award, it shall, in connection therewith, either (A) accelerate the vesting of the Award prior to such termination, or (B) provide for a payment to the holder of the Award of cash in an amount reasonably determined by the Committee to approximate the value of the Award assuming it vested immediately prior to the transaction, or (C) if there is a survivor or acquiror entity, provide for the grant of one or more replacement awards pursuant to clause (iii) above), or (v) provide for none of, or any combination of, the foregoing. No fraction of a share or fractional shares shall be purchasable or deliverable under this Award Agreement.
|
10.
|
Administration.
The Compensation Committee of the Company’s Board of Directors or other committee designated in the Plan, shall have the authority to manage and control the operation and administration of this Award Agreement. Any interpretation of the Award Agreement by any of the entities specified in the preceding sentence and any decision made by any of them with respect to the Award Agreement is final and binding.
|
11.
|
Plan Definitions.
Notwithstanding anything in this Award Agreement to the contrary, the terms of this Award Agreement shall be subject to the terms of the Plan (as such terms are explicitly modified herein), a copy of which has already been provided to the Recipient.
|
12.
|
Miscellaneous
.
|
(a)
|
No Rights to Continue Service as a Director
. The Recipient acknowledges and agrees that the vesting of the RSUs pursuant to this Award Agreement is earned only in accordance with the terms hereof. The Recipient further acknowledges and agrees that the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as a director for the vesting period, for any period, or at all.
|
(b)
|
Unfunded Rights
. The right of the Recipient to receive the Cash Settlement pursuant to this Award Agreement is an unfunded and unsecured obligation of the Company. The Recipient shall have no rights under this Award Agreement other than those of an unsecured general creditor of the Company.
|
(c)
|
Severability
. The invalidity or unenforceability of any provision of this Award Agreement shall not affect the validity or enforceability of any other provision of this Award Agreement, and each other provision of this Award Agreement shall be severable and enforceable to the extent permitted by law.
|
(d)
|
Waiver
. Any provision for the benefit of the Company contained in this Award Agreement may be waived, either generally or in any particular instance, by the Compensation Committee of the Board of Directors of the Company.
|
(e)
|
Binding Effect
. This Award Agreement shall be binding upon and inure to the benefit of the Company and the Recipient and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in this Award Agreement.
|
(f)
|
Language
. The English version of this Award Agreement, the Plan and any other document delivered pursuant to either the Award Agreement or the Plan, will control over any translated version of any such document in the event such translated version is different from the English version.
|
(g)
|
Entire Agreement
. This Award Agreement and the Plan constitute the entire agreement between the parties, and supersedes all prior agreements and understandings, relating to the subject matter of this Award Agreement.
|
(h)
|
Governing Law
. This Award Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to any applicable conflicts of laws.
|
(i)
|
Amendment
.
This Award Agreement may be amended only by written agreement between the Recipient and the Company, without the consent of any other person.
|
|
|
|
Fixed Rate Payer
|
|
Counterparty
|
|
|
|
Fixed Rate Payer Payment Dates
|
|
Payment Dates as specified in the Notional Schedule
|
|
|
|
Fixed Rate
|
|
1.50 per cent
|
|
|
|
Fixed Rate Day Count Fraction
|
|
Actual/360
|
|
|
|
Business Days for Fixed Amounts
|
|
London and New York
|
|
|
|
Floating Amounts
|
|
|
|
|
|
Floating Rate Payer
|
|
Citizens Bank, National Association
|
|
|
|
Floating Rate Payer Payment Dates
|
|
Payment Dates as specified on the Notional Schedule
|
|
|
|
Floating Rate Option
|
|
USD-LIBOR-BBA
|
|
|
|
Designated Maturity
|
|
3 month
|
|
|
|
Floating Rate for the Initial Calculation Period
|
|
0.22934 pct
|
|
|
|
Spread
|
|
None
|
|
|
|
Floating Rate Day Count Fraction
|
|
Actual/360
|
|
|
|
Compounding
|
|
Inapplicable
|
|
|
|
Reset Dates
|
|
The first day of each Calculation Period
|
|
|
|
Business Days for Floating Amounts
|
|
London and New York
|
|
|
|
Calculation Agent
|
|
Citizens Bank, National Association
|
Payments to the Counterparty:
|
|
|
|
|
|
Bank Name:
|
|
Wells Fargo
|
|
|
|
Account Number:
|
|
4162079339
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Account Name:
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Kadant, Inc.
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ABA Number:
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121000248
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The Office of Citizens for the Transaction is
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Providence
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The Office of the Counterparty for the Transaction is
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Westford, MA
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Period
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16 January 2015 - 02 April 2015
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USD 10,000,000.00
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02 April 2015- 03 July 2015
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USD 10,000,000.00
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03 July 2015- 02 October 2015
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USD 10,000,000.00
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02 October 2015- 31 December 2015
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USD 10,000,000.00
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31 December 2015- 01 April 2016
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USD 10,000,000.00
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01 April 2016- 01 July 2016
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USD 10,000,000.00
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01 July 2016- 30 September 2016
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USD 10,000,000.00
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30 September 2016- 30 December 2016
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USD 10,000,000.00
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30 December 2016- 31 March 2017
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USD 10,000,000.00
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31 March 2017- 30 June 2017
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USD 10,000,000.00
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30 June 2017- 29 September 2017
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USD 10,000,000.00
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29 September 2017- 29 December 2017
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USD 10,000,000.00
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29 December 2017- 29 March 2018
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USD 10,000,000.00
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29 March 2018- 29 June 2018
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USD 10,000,000.00
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29 June 2018- 28 September 2018
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USD 10,000,000.00
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28 September 2018- 28 December 2018
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USD 10,000,000.00
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28 December 2018- 29 March 2019
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USD 10,000,000.00
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29 March 2019- 28 June 2019
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USD 10,000,000.00
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28 June 2019- 27 September 2019
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USD 10,000,000.00
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27 September 2019- 27 December 2019
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USD 10,000,000.00
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27 December 2019- 27 March 2020
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USD 10,000,000.00
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1.
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I have reviewed this Quarterly Report on Form 10-Q for the period ended
April 4, 2015
of Kadant Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: May 13, 2015
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/s/ Jonathan W. Painter
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Jonathan W. Painter
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Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q for the period ended
April 4, 2015
of Kadant Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: May 13, 2015
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/s/ Thomas M. O'Brien
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Thomas M. O'Brien
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Chief Financial Officer
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Dated: May 13, 2015
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/s/ Jonathan W. Painter
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Jonathan W. Painter
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Chief Executive Officer
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/s/ Thomas M. O'Brien
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Thomas M. O'Brien
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Chief Financial Officer
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