KADANT INC (Form: 10-Q, Received: 08/09/2017 14:59:14)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 1, 2017



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ________ to _________

Commission file number 1-11406

KADANT INC.

(Exact name of registrant as specified in its charter)



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)

Registrant's telephone number, including area code: (978) 776-2000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer o		Accelerated filer x
Non-accelerated filer o		Smaller reporting company o
		Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.



Class		Outstanding at July 28, 2017
Common Stock, $.01 par value		11,004,321

Table of Contents

Kadant Inc.

Quarterly Report on Form 10-Q

for the Period Ended July 1, 2017

Table of Contents



		Page
PART I: Financial Information

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheet as of July 1, 2017 and December 31, 2016 (unaudited)	3

	Condensed Consolidated Statement of Income for the three- and six-month periods ended July 1, 2017 and July 2, 2016 (unaudited)	4

	Condensed Consolidated Statement of Comprehensive Income for the three- and six-month periods ended July 1, 2017 and July 2, 2016 (unaudited)	5

	Condensed Consolidated Statement of Cash Flows for the six-month periods ended July 1, 2017 and July 2, 2016 (unaudited)	6

	Condensed Consolidated Statement of Stockholders' Equity for the six-month periods ended July 1, 2017 and July 2, 2016 (unaudited)	7

	Notes to Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Controls and Procedures	38

PART II: Other Information

Item 1A.	Risk Factors	39

Item 6.	Exhibits	39

Table of Contents

PART 1 – FINANCIAL INFORMATION

Item 1 – Financial Statements

KADANT INC.

Condensed Consolidated Balance Sheet

(Unaudited)



	July 1, 2017			December 31, 2016
(In thousands, except share amounts)	July 1, 2017			December 31, 2016
Assets
Current Assets:
Cash and cash equivalents	$	85,840		$	71,487
Restricted cash (Note 1)	2,141			2,082
Accounts receivable, less allowances of $2,490 and $2,395 (Note 1)	68,994			65,963
Inventories (Note 1)	63,390			54,951
Unbilled contract costs and fees	6,421			3,068
Other current assets	14,377			9,799
Total Current Assets	241,163			207,350

Property, Plant, and Equipment, at Cost	130,518			124,424
Less: accumulated depreciation and amortization	80,535			76,720
	49,983			47,704

Other Assets	13,182			11,452
Intangible Assets, Net (Note 1)	51,659			52,730
Goodwill (Note 1)	158,827			151,455
Total Assets	$	514,814		$	470,691

Liabilities and Stockholders' Equity
Current Liabilities:
Current maturities of long-term obligations (Note 5)	$	696		$	643
Accounts payable	28,875			23,929
Customer deposits	29,073			21,168
Accrued payroll and employee benefits	19,010			20,508
Other current liabilities	27,703			22,665
Total Current Liabilities	105,357			88,913

Long-Term Deferred Income Taxes	15,011			14,631
Other Long-Term Liabilities	18,038			17,100
Long-Term Obligations (Note 5)	65,071			65,768
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	100,301			101,405
Retained earnings	333,476			321,050
Treasury stock at cost, 3,619,838 and 3,686,532 shares	(88,701		)	(90,335		)
Accumulated other comprehensive items (Note 8)	(35,916		)	(49,637		)
Total Kadant Stockholders' Equity	309,306			282,629
Noncontrolling interest	2,031			1,650
Total Stockholders' Equity	311,337			284,279
Total Liabilities and Stockholders' Equity	$	514,814		$	470,691

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KADANT INC.

Condensed Consolidated Statement of Income

(Unaudited)



	Three Months Ended						Six Months Ended
	July 1, 2017			July 2, 2016			July 1, 2017			July 2, 2016
(In thousands, except per share amounts)	July 1, 2017			July 2, 2016			July 1, 2017			July 2, 2016

Revenues (Note 11)	$	110,242		$	111,828		$	213,099		$	208,366

Costs and Operating Expenses:
Cost of revenues	57,418			61,567			111,283			114,129
Selling, general, and administrative expenses	39,159			36,072			73,958			68,568
Research and development expenses	2,222			1,945			4,369			3,649
Other income	—			—			—			(317		)
	98,799			99,584			189,610			186,029

Operating Income	11,443			12,244			23,489			22,337

Interest Income	102			66			206			121
Interest Expense	(392		)	(340		)	(740		)	(609		)

Income Before Provision for Income Taxes	11,153			11,970			22,955			21,849
Provision for Income Taxes (Note 4)	2,955			3,531			5,690			6,419

Net Income	8,198			8,439			17,265			15,430

Net Income Attributable to Noncontrolling Interest	(102		)	(128		)	(218		)	(243		)

Net Income Attributable to Kadant	$	8,096		$	8,311		$	17,047		$	15,187

Earnings per Share Attributable to Kadant (Note 3):
Basic	$	0.74		$	0.76		$	1.55		$	1.40
Diluted	$	0.72		$	0.75		$	1.52		$	1.37

Weighted Average Shares (Note 3):
Basic	11,001			10,870			10,976			10,831
Diluted	11,296			11,152			11,250			11,085

Cash Dividends Declared per Common Share	$	0.21		$	0.19		$	0.42		$	0.38

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KADANT INC.

Condensed Consolidated Statement of Comprehensive Income

(Unaudited)



	Three Months Ended						Six Months Ended
	July 1, 2017			July 2, 2016			July 1, 2017			July 2, 2016
(In thousands)	July 1, 2017			July 2, 2016			July 1, 2017			July 2, 2016

Net Income	$	8,198		$	8,439		$	17,265		$	15,430

Other Comprehensive Items:
Foreign currency translation adjustment	8,655			(5,194		)	13,687			736
Pension and other post-retirement liability adjustments (net of tax provision (benefit) of $11 and $60 in the three and six months ended July 1, 2017, respectively, and $77 and $(159) in the three and six months ended July 2, 2016, respectively)	81			147			163			(271		)
Deferred gain (loss) on hedging instruments (net of tax provision (benefit) of $1 and $16 in the three and six months ended July 1, 2017, respectively, and $(151) and $(223) in the three and six months ended July 2, 2016, respectively)	7			86			34			(40		)
Other Comprehensive Items	8,743			(4,961		)	13,884			425
Comprehensive Income	16,941			3,478			31,149			15,855
Comprehensive Income Attributable to Noncontrolling Interest	(219		)	(92		)	(381		)	(266		)
Comprehensive Income Attributable to Kadant	$	16,722		$	3,386		$	30,768		$	15,589

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KADANT INC.

Condensed Consolidated Statement of Cash Flows

(Unaudited)



	Six Months Ended
	July 1, 2017			July 2, 2016
(In thousands)	July 1, 2017			July 2, 2016

Operating Activities:
Net income attributable to Kadant	$	17,047		$	15,187
Net income attributable to noncontrolling interest	218			243
Net income	17,265			15,430
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	6,531			7,477
Stock-based compensation expense	2,736			2,596
Provision for losses on accounts receivable	84			320
Loss (gain) on the sale of property, plant, and equipment	30			(350		)
Other items, net	2,161			289
Contributions to U.S. pension plan	(540		)	(540		)
Changes in current assets and liabilities, net of effects of acquisition:
Accounts receivable	(476		)	3,699
Unbilled contract costs and fees	(2,968		)	818
Inventories	(6,147		)	(2,498		)
Other current assets	(2,652		)	459
Accounts payable	3,363			172
Other current liabilities	5,989			(8,663		)
Net cash provided by operating activities	25,376			19,209

Investing Activities:
Acquisition (Note 1)	(165		)	(56,617		)
Purchases of property, plant, and equipment	(3,435		)	(1,736		)
Proceeds from sale of property, plant, and equipment	50			399
Net cash used in investing activities	(3,550		)	(57,954		)

Financing Activities:
Proceeds from issuance of debt	8,000			46,046
Repayment of debt	(11,235		)	(12,250		)
Dividends paid	(4,388		)	(3,894		)
Tax withholding payments related to stock-based compensation	(2,206		)	(2,435		)
Payment of debt issuance costs (Note 5)	(1,147		)	—
Payment of contingent consideration	—			(1,091		)
Proceeds from issuance of Company common stock	—			1,374
Change in restricted cash	93			724
Other financing activities	(215		)	—
Net cash (used in) provided by financing activities	(11,098		)	28,474

Exchange Rate Effect on Cash and Cash Equivalents	3,625			(1,048		)

Increase (Decrease) in Cash and Cash Equivalents	14,353			(11,319		)
Cash and Cash Equivalents at Beginning of Period	71,487			65,530
Cash and Cash Equivalents at End of Period	$	85,840		$	54,211

See Note 1 for supplemental cash flow information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KADANT INC.

Condensed Consolidated Statement of Stockholders' Equity

(Unaudited)



(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
(In thousands, except share amounts)	Shares	Amount		Capital in Excess of Par Value			Retained Earnings			Shares		Amount			Accumulated Other Comprehensive Items			Noncontrolling Interest		Total Stockholders' Equity

Balance at January 2, 2016	14,624,159	$	146	$	100,536		$	297,258		3,850,779		$	(94,359	)	$	(36,972	)	$	1,336	$	267,945

Net income	—	—		—			15,187			—		—			—			243		15,430

Dividends declared	—	—		—			(4,133		)	—		—			—			—		(4,133		)

Activity under stock plans	—	—		(1,491		)	—			(123,872	)	3,035			—			—		1,544

Other comprehensive items	—	—		—			—			—		—			402			23		425

Balance at July 2, 2016	14,624,159	$	146	$	99,045		$	308,312		3,726,907		$	(91,324	)	$	(36,570	)	$	1,602	$	281,211

Balance at December 31, 2016	14,624,159	$	146	$	101,405		$	321,050		3,686,532		$	(90,335	)	$	(49,637	)	$	1,650	$	284,279

Net income	—	—		—			17,047			—		—			—			218		17,265

Dividends declared	—	—		—			(4,621		)	—		—			—			—		(4,621		)

Activity under stock plans	—	—		(1,104		)	—			(66,694	)	1,634			—			—		530

Other comprehensive items	—	—		—			—			—		—			13,721			163		13,884

Balance at July 1, 2017	14,624,159	$	146	$	100,301		$	333,476		3,619,838		$	(88,701	)	$	(35,916	)	$	2,031	$	311,337

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Kadant Inc. (collectively, "Kadant," "the Company," or "the Registrant") was incorporated in Delaware in November 1991 and currently trades on the New York Stock Exchange under the ticker symbol "KAI."

The Company and its subsidiaries' operations include two reportable operating segments, Papermaking Systems and Wood Processing Systems, and a separate product line, Fiber-based Products.

Through its Papermaking Systems segment, the Company develops, manufactures, and markets a range of equipment and products primarily for the global papermaking, paper recycling, recycling and waste management, and other process industries. The Company's principal products in this segment include custom-engineered stock-preparation systems and equipment for the preparation of wastepaper for conversion into recycled paper and balers and related equipment used in the processing of recyclable and waste materials; fluid-handling systems used primarily in the dryer section of the papermaking process and during the production of corrugated boxboard, metals, plastics, rubber, textiles, chemicals, and food; doctoring systems and equipment and related consumables important to the efficient operation of paper machines; and cleaning and filtration systems essential for draining, purifying, and recycling process water and cleaning paper machine fabrics and rolls.

Through its Wood Processing Systems segment, the Company develops, manufactures, and markets stranders and related equipment used in the production of oriented strand board (OSB), an engineered wood panel product used primarily in home construction. This segment also sells debarking and wood chipping equipment used in the forest products and the pulp and paper industries. Through this segment, the Company also provides refurbishment and repair of pulping equipment for the pulp and paper industry.

Through its Fiber-based Products business, the Company manufactures and sells granules derived from papermaking by-products primarily for use as agricultural carriers and for home lawn and garden applications, as well as for oil and grease absorption.

Interim Financial Statements

The interim condensed consolidated financial statements and related notes presented have been prepared by the Company, are unaudited, and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of the Company's financial position at July 1, 2017 and its results of operations and comprehensive income for the three- and six-month periods ended July 1, 2017 and July 2, 2016 , and its cash flows and stockholders' equity for the six -month periods ended July 1, 2017 and July 2, 2016 . Interim results are not necessarily indicative of results for a full year or for any other interim period.

The condensed consolidated balance sheet presented as of December 31, 2016 has been derived from the consolidated financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 . The condensed consolidated financial statements and related notes are presented as permitted by the Securities and Exchange Commission (SEC) rules and regulations for Form 10-Q and do not contain certain information included in the annual consolidated financial statements and related notes of the Company. The condensed consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , filed with the SEC.

Critical Accounting Policies

Critical accounting policies are defined as those that entail significant judgments and estimates, and could potentially result in materially different results under different assumptions and conditions. The Company believes that the most critical accounting policies upon which its financial position depends, and which involve the most complex or subjective decisions or assessments, concern revenue recognition and accounts receivable, warranty obligations, income taxes, the valuation of goodwill and intangible assets, inventories and pension obligations. A discussion of the application of these and other accounting policies is included in Notes 1 and 3 to the consolidated financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 .

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KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Nature of Operations and Summary of Significant Accounting Policies (continued)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Although the Company makes every effort to ensure the accuracy of the estimates and assumptions used in the preparation of its condensed consolidated financial statements or in the application of accounting policies, if business conditions were different, or if the Company were to use different estimates and assumptions, it is possible that materially different amounts could be reported in the Company's condensed consolidated financial statements.

Supplemental Cash Flow Information

The Company paid additional post-closing consideration of $ 165,000 in the first quarter of 2017 associated with the April 2016 acquisition of RT Holding GmbH, the parent corporation of a group of companies known as the PAALGROUP (PAAL).



	Six Months Ended
(In thousands)	July 1, 2017		July 2, 2016
Non-Cash Investing Activities:
Fair value of assets acquired	$	—	$	86,555
Cash paid for acquired business	—		(58,894		)
Liabilities assumed of acquired business	$	—	$	27,661
Non-Cash Financing Activities:
Issuance of Company common stock	$	2,814	$	3,057
Dividends declared but unpaid	$	2,311	$	2,070

Restricted Cash

As of July 1, 2017 and December 31, 2016 , the Company had restricted cash of $2,141,000 and $2,082,000 , respectively. This cash serves as collateral for bank guarantees primarily associated with providing assurance to customers that the Company will fulfill certain customer obligations entered into in the normal course of business. The majority of the bank guarantees will expire by the end of 2018.

Banker's Acceptance Drafts

The Company's Chinese subsidiaries may receive banker's acceptance drafts from customers as payment for their trade accounts receivable. The banker's acceptance drafts are non-interest bearing obligations of the issuing bank and mature within six months of the origination date. The Company can sell the drafts at a discount to a third-party financial institution or transfer the drafts to vendors in settlement of current accounts payable prior to the scheduled maturity date. These drafts, which totaled $10,181,000 and $7,852,000 at July 1, 2017 and December 31, 2016 , respectively, are included in accounts receivable in the accompanying condensed consolidated balance sheet until the subsidiary sells the drafts to a bank and receives a discounted amount, transfers the banker's acceptance drafts in settlement of current accounts payable prior to maturity, or obtains cash payment on the scheduled maturity date.

Inventories

The components of inventories are as follows:



	July 1, 2017		December 31, 2016
(In thousands)	July 1, 2017		December 31, 2016
Raw Materials and Supplies	$	27,555	$	21,086
Work in Process	14,418		12,293
Finished Goods	21,417		21,572
Total Inventories	$	63,390	$	54,951

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KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Nature of Operations and Summary of Significant Accounting Policies (continued)

Intangible Assets, Net

Intangible assets are as follows:



	July 1, 2017			December 31, 2016
(In thousands)	July 1, 2017			December 31, 2016
Indefinite-Lived	$	8,100		$	8,100

Definite-Lived, Gross	$	101,743		$	77,052
Acquisition	—			24,691
Accumulated amortization	(52,494		)	(49,040		)
Currency translation	(5,690		)	(8,073		)
Definite-Lived, Net	$	43,559		$	44,630

Total Intangible Assets, Net	$	51,659		$	52,730

Goodwill

The changes in the carrying amount of goodwill by segment are as follows:



(In thousands)	Papermaking Systems Segment			Wood Processing Systems Segment		Total
Balance at December 31, 2016
Gross balance	$	219,699		$	17,265	$	236,964
Accumulated impairment losses	(85,509		)	—		(85,509		)
Net balance	134,190			17,265		151,455
Currency Translation	6,704			668		7,372
Total 2017 Adjustments	6,704			668		7,372
Balance at July 1, 2017
Gross balance	226,403			17,933		244,336
Accumulated impairment losses	(85,509		)	—		(85,509		)
Net balance	$	140,894		$	17,933	$	158,827

Warranty Obligations

The Company provides for the estimated cost of product warranties at the time of sale based on the actual historical occurrence rates and repair costs, as well as knowledge of any specific warranty problems that indicate that projected warranty costs may vary from historical patterns. The Company typically negotiates the terms regarding warranty coverage and length of warranty depending on the products and applications. While the Company engages in extensive product quality programs and processes, the Company's warranty obligation is affected by product failure rates, repair costs, service delivery costs incurred in correcting a product failure, and supplier warranties on parts delivered to the Company. Should actual product failure rates,

repair costs, service delivery costs, or supplier warranties on parts differ from the Company's estimates, revisions to the estimated warranty liability would be required.

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KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Nature of Operations and Summary of Significant Accounting Policies (continued)

The changes in the carrying amount of accrued warranty costs included in other current liabilities in the accompanying condensed consolidated balance sheet are as follows:



	Six Months Ended
(In thousands)	July 1, 2017			July 2, 2016
Balance at Beginning of Year	$	3,843		$	3,670
Provision charged to income	1,209			1,524
Usage	(1,056		)	(1,623		)
Acquisition	—			991
Currency translation	224			(20		)
Balance at End of Period	$	4,220		$	4,542

Recent Accounting Pronouncements

Revenue from Contracts with Customers (Topic 606), Section A-Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs-Contracts with Customers (Subtopic 340-40). In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. In March 2016, the FASB issued ASU No. 2016-08, which further clarifies the guidance on the principal versus agent considerations within ASU No. 2014-09. In April 2016, the FASB issued ASU No. 2016-10 to expand the guidance on identifying performance obligations and licensing within ASU 2014-09. In May 2016, the FASB issued ASU No. 2016-11, which rescinds certain previously-issued guidance, including, among other items, guidance relating to accounting for shipping and handling fees and freight services effective upon adoption of ASU No. 2014-09. Also in May 2016, the FASB issued ASU No. 2016-12, which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition. In December 2016, the FASB issued ASU No. 2016-20, which clarifies narrow aspects of Topic 606 and corrects unintended application of the guidance. These new ASUs are effective for the Company beginning in fiscal 2018. Early adoption is permitted in fiscal 2017. The Company is continuing to assess the potential effects of these ASUs on its condensed consolidated financial statements, business processes, systems and controls. While the assessment process is ongoing, the Company currently anticipates adopting these ASUs using the modified retrospective transition approach. Under this approach, this guidance would apply to all new contracts initiated in fiscal 2018. For existing contracts that have remaining obligations as of the beginning of fiscal 2018, any difference between the recognition criteria in these ASUs and the Company’s current revenue recognition practices would be recognized using a cumulative effect adjustment to the opening balance of retained earnings. The Company is also in the process of developing and implementing appropriate changes to its business processes, systems and controls to support the recognition criteria and disclosure requirements of these ASUs.

Inventory (Topic 330), Simplifying the Measurement of Inventory . In July 2015, the FASB issued ASU No. 2015-11, which requires that an entity measure inventory within the scope of this ASU at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Substantial and unusual losses that result from subsequent measurement of inventory should be disclosed in the financial statements. The Company adopted this ASU at the beginning of fiscal 2017. Adoption of this ASU did not have a material effect on the Company's condensed consolidated financial statements.

Leases (Topic 842). In February 2016, the FASB issued ASU No. 2016-02, which requires a lessee to recognize a right-of-use asset and a lease liability for operating leases, initially measured at the present value of the future lease payments, in its balance sheet. This ASU also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. This new guidance is effective for the Company in fiscal 2019. Early adoption is permitted. As part of the implementation of this new standard, the Company is in the process of reviewing current accounting policies and assessing the practical expedients allowed under this new guidance. The Company expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon adoption, which is required using the modified retrospective transition method. The Company is currently evaluating the other effects that the adoption of this ASU will have on its condensed consolidated financial statements.

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KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Nature of Operations and Summary of Significant Accounting Policies (continued)

Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued ASU No. 2016-13, which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining lives. This new guidance is effective for the Company in fiscal 2020. Early adoption is permitted beginning in fiscal 2019. The Company is currently evaluating the effects that the adoption of this ASU will have on its condensed consolidated financial statements.

Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. In August 2016, the FASB issued ASU No. 2016-15, which simplifies the diversity in practice related to the presentation and classification of certain cash receipts and cash payments in the statement of cash flows under Topic 230. This ASU addresses the following eight specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance; distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. This new guidance is effective for the Company in fiscal 2018. Early adoption is permitted. The Company does not believe that adoption of this ASU will have a material impact on its condensed consolidated financial statements.

Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory. In October 2016, the FASB issued ASU No. 2016-16, which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs and eliminates the exception for an intra-entity transfer of an asset other than inventory. This new guidance is effective for the Company in fiscal 2018 with adoption required on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Early adoption is permitted. The Company is currently evaluating the effect that the adoption of this ASU will have on its condensed consolidated financial statements.

Statement of Cash Flows (Topic 230), Restricted Cash. In November 2016, the FASB issued ASU No. 2016-18, which requires inclusion of restricted cash and restricted cash equivalents within cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This new guidance is effective for the Company in fiscal 2018. Early adoption is permitted. As this ASU is presentation-related only, adoption of this ASU will not have a material impact on the Company's condensed consolidated financial statements.

Business Combinations (Topic 805), Clarifying the Definition of a Business. In January 2017, the FASB issued ASU No. 2017-01, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The revised definition of a business under this ASU will reduce the number of transactions that are accounted for as business combinations. This new guidance is effective on a prospective basis for the Company in fiscal 2018. Early adoption is allowed for certain transactions. The Company is currently evaluating the effects that the adoption of this ASU will have on its condensed consolidated financial statements.

Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU No. 2017-04, which eliminates Step 2 in goodwill impairment testing, which requires that goodwill impairment losses be measured as the difference between the implied value of a reporting unit’s goodwill and its carrying amount. This ASU will reduce the cost and complexity of impairment testing by requiring goodwill impairment losses to be measured as the excess of the reporting unit’s carrying amount, including goodwill and related goodwill tax effects, over its fair value. This new guidance is effective on a prospective basis for the Company in fiscal 2020. Early adoption is permitted. The Company does not believe that adoption of this ASU will have a material effect on its condensed consolidated financial statements.

Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-retirement Benefit Cost. In March 2017, the FASB issued ASU No. 2017-07, which requires employers to include only the service cost component of net periodic pension cost and net periodic post-retirement benefit cost in operating expenses in the same income statement line item as the related employees' compensation costs. The other components of net benefit cost, including interest costs, amortization of prior service costs and settlement and curtailment effects, are to be included in non-operating expenses. The ASU also stipulates that only the service cost component of net benefit cost is eligible for

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KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Nature of Operations and Summary of Significant Accounting Policies (continued)

capitalization. This new guidance is effective on a retrospective basis for the Company in fiscal 2018. Early adoption is permitted. The Company is currently evaluating the effects that adoption of this ASU will have on its condensed consolidated financial statements.

Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . In May 2017, the FASB issued ASU No. 2017-09, which provides clarity on which changes to the terms or conditions of share-based payment awards require entities to apply the modification accounting provisions required in Topic 718. This new guidance is effective on a prospective basis for the Company in fiscal 2018. Early adoption is permitted. The Company does not believe that adoption of this ASU will have a material effect on its condensed consolidated financial statements.

2. Other Income

In the first six months of 2016, other income consisted of a pre-tax gain of $317,000 from the sale of real estate in Sweden for cash proceeds of $368,000 .

3. Earnings per Share

Basic and diluted earnings per share (EPS) are calculated as follows:



	Three Months Ended				Six Months Ended
	July 1, 2017		July 2, 2016		July 1, 2017		July 2, 2016
(In thousands, except per share amounts)	July 1, 2017		July 2, 2016		July 1, 2017		July 2, 2016
Amounts Attributable to Kadant:
Net Income	$	8,096	$	8,311	$	17,047	$	15,187

Basic Weighted Average Shares	11,001		10,870		10,976		10,831
Effect of Stock Options, Restricted Stock Units and Employee Stock Purchase Plan Shares	295		282		274		254
Diluted Weighted Average Shares	11,296		11,152		11,250		11,085

Basic Earnings per Share	$	0.74	$	0.76	$	1.55	$	1.40

Diluted Earnings per Share	$	0.72	$	0.75	$	1.52	$	1.37

Unvested restricted stock units (RSUs) equivalent to approximately 19,000 and 26,000 shares of common stock in the second quarters of 2017 and 2016, respectively, and 29,000 and 87,000 shares of common stock in the first six months of 2017 and 2016, respectively, were not included in the computation of diluted EPS as the effect would have been antidilutive or, for unvested performance-based RSUs, the performance conditions had not been met as of the end of the reporting periods.

4. Provision for Income Taxes

The provision for income taxes was $5,690,000 and $6,419,000 in the first six months of 2017 and 2016 , respectively, and represented 25% and 29% of pre-tax income. The effective tax rate of 25% in the first six months of 2017 was lower than the Company's statutory tax rate primarily due to the distribution of the Company's worldwide earnings and the net excess income tax benefits from stock-based compensation arrangements, offset in part by an increase in tax related to non-deductible expenses and unrecognized tax benefits. The effective tax rate of 29% in the first six months of 2016 was lower than the Company's statutory tax rate primarily due to the distribution of the Company's worldwide earnings and the net excess income tax benefits from stock-based compensation arrangements. These items were offset in part by an increase in tax related to non-deductible expenses and state taxes.

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KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

5. Long-Term Obligations

Long-term obligations are as follows:



	July 1, 2017			December 31, 2016
(In thousands)	July 1, 2017			December 31, 2016
Revolving Credit Facility, due 2022	$	60,673		$	61,494
Obligations Under Capital Lease, due 2017 to 2022	4,557			4,309
Other Borrowings, due 2017 to 2023	537			608
Total	65,767			66,411
Less: Current Maturities of Long-Term Obligations	(696		)	(643		)
Long-Term Obligations	$	65,071		$	65,768

Revolving Credit Facility

On March 1, 2017, the Company entered into an Amended and Restated Credit Agreement (2017 Credit Agreement) which became effective on March 2, 2017. The 2017 Credit Agreement is a five -year unsecured multi-currency revolving credit facility in the aggregate principal amount of up to $200,000,000 . On May 24, 2017, the Company entered into a first amendment and limited consent (First Amendment) which increased the revolving loan commitment to $300,000,000 . The 2017 Credit Agreement also included an uncommitted unsecured incremental borrowing facility of up to an additional $100,000,000 . The principal on any borrowings made under the 2017 Credit Agreement is due on March 1, 2022. Borrowing may be denominated in U.S. dollars or certain foreign currencies, as defined in the 2017 Credit Agreement. Interest on any loans outstanding under the 2017 Credit Agreement accrues and generally is payable quarterly in arrears at one of the following rates selected by the Company: (i) the Base Rate, calculated as the highest of (a) the federal funds rate plus 0.50% , (b) the prime rate as published by Citizens Bank, and (c) the thirty-day London Inter-Bank Offered Rate (LIBOR) rate, as defined, plus 0.50% ; or (ii) the LIBOR rate (with a zero percent floor), as defined, plus an applicable margin of 1% to 2% . The applicable margin is determined based upon the ratio of the Company's total debt, net of certain cash, as defined, to earnings before interest, taxes, depreciation, and amortization (EBITDA), as defined in the 2017 Credit Agreement. For this purpose, total debt net of certain cash is defined as total debt less the sum of (i) unrestricted U.S. cash, and (ii) 65% of unrestricted cash outside of the United States, but no more than an aggregate amount of $30,000,000 . Contemporaneously with the execution of the 2017 Credit Agreement, the Company borrowed $ 42,000,000 and 26,300,000 euros under the 2017 Credit Agreement and applied the proceeds to pay off the previous credit facility.

The obligations of the Company under the 2017 Credit Agreement may be accelerated upon the occurrence of an event of default under the 2017 Credit Agreement, which includes customary events of default including, without limitation, payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or warranties, bankruptcy- and insolvency-related defaults, defaults relating to such matters as the Employment Retirement Income Security Act (ERISA), unsatisfied judgments, the failure to pay certain indebtedness, and a change of control default. In addition, the 2017 Credit Agreement contains negative covenants applicable to the Company and its subsidiaries, including financial covenants requiring the Company to comply with a maximum consolidated leverage ratio of 3.5 to 1, a minimum consolidated interest coverage ratio of 3 to 1, and restrictions on liens, indebtedness, fundamental changes, dispositions of property, making certain restricted payments (including dividends and stock repurchases), investments, transactions with affiliates, sale and leaseback transactions, swap agreements, changing its fiscal year, arrangements affecting subsidiary distributions, entering into new lines of business, and certain actions related to a discontinued operation. As of July 1, 2017 , the Company was in compliance with these covenants.

Loans under the 2017 Credit Agreement are guaranteed by certain domestic subsidiaries of the Company pursuant to an Amended and Restated Guarantee Agreement, dated as of March 1, 2017. In addition, one of the Company's foreign subsidiaries entered into a Guarantee Agreement limited to certain obligations of two foreign subsidiary borrowers pursuant to a Guarantee Agreement dated as of March 1, 2017.

As of July 1, 2017 , the outstanding balance under the 2017 Credit Agreement was $60,673,000 , of which $25,673,000 was euro-denominated. As of July 1, 2017 , the Company had $239,841,000 of borrowing capacity available under its 2017 Credit Agreement, which is calculated by translating its foreign-denominated borrowings using transaction date foreign exchange rates.

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KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

5. Long-Term Obligations (continued)

The weighted average interest rate for the borrowings under the 2017 Credit Agreement was 1.78% as of July 1, 2017 .

Subsequent to the end of the quarter, the Company borrowed an aggregate $170,018,000 under the 2017 Credit Agreement, of which $62,690,000 was Canadian dollar-denominated and $61,769,000 was euro-denominated, which was used to fund the acquisition of the forest products business of NII FPG Company (NII). See Note 13, Subsequent Event, for further details. Under the First Amendment, the lenders agreed to certain limited funding conditions under the 2017 Credit Agreement in connection with the closing of the acquisition.

Debt Issuance Costs

During the first six months of 2017, the Company incurred an additional $1,147,000 of debt issuance costs related to the 2017 Credit Agreement and First Amendment. Unamortized debt issuance costs were $1,325,000 as of July 1, 2017 , which are included in other assets in the accompanying condensed consolidated balance sheet and are being amortized to interest expense based on the straight-line method.

Obligations Under Capital Lease

In connection with the acquisition of PAAL, the Company assumed a sale-leaseback financing arrangement for PAAL's facility in Germany. Under this arrangement, the quarterly lease payment includes principal and interest based on an interest rate which is reset, from time to time, to prevailing short-term borrowing rates in Germany. The interest rate at July 1, 2017 was 1.70 %. The quarterly lease payment also includes a payment toward a corresponding loan receivable from the landlord. The loan receivable, which is included in other assets in the accompanying condensed consolidated balance sheet, was $357,000 at July 1, 2017 . The lease arrangement provides for a fixed price purchase option, net of the loan receivable, of $1,518,000 at the end of the lease term in 2022 . If the Company does not exercise the purchase option for the facility, the Company will receive cash from the landlord to settle the loan receivable. As of July 1, 2017 , $4,444,000 was outstanding under this capital lease obligation. The Company also assumed capital lease obligations for certain equipment as part of the PAAL acquisition. These capital lease obligations bear a weighted average interest rate of 3.43 % and have an average remaining term of 2.7 years. As of July 1, 2017 , $113,000 was outstanding under these capital lease obligations.

Other Borrowings

The Company's PAAL subsidiary sells certain equipment to an intermediary who leases the equipment to a third party. The revenue from the equipment sale is deferred due to risk of default and repurchase obligation provisions. Revenue is recognized and borrowings reduced over the corresponding lease term with the remaining residual value of the equipment recognized when the default provisions lapse.

6. Stock-Based Compensation

The Company recognized stock-based compensation expense of $1,441,000 and $1,273,000 in the second quarters of 2017 and 2016 , respectively, and $2,736,000 and $2,596,000 in the first six months of 2017 and 2016 , respectively, within selling, general, and administrative (SG&A) expenses in the accompanying condensed consolidated statement of income. The Company recognizes compensation expense for all stock-based awards granted to employees and directors based on the grant date estimate of fair value for those awards. The fair value of RSUs is based on the grant date trading price of the Company's common stock, reduced by the present value of estimated dividends foregone during the requisite service period. For time-based RSUs, compensation expense is recognized ratably over the requisite service period for the entire award net of forfeitures. For performance-based RSUs, compensation expense is recognized ratably over the requisite service period for each separately-vesting portion of the award net of forfeitures and remeasured at each reporting period until the total number of RSUs to be issued is known. During the first quarter of 2017, the Company granted stock-based compensation to executive officers and employees consisting of 39,229 shares of performance-based RSUs and 38,331 shares of time-based RSUs and granted 12,000 shares of time-based RSUs to its non-employee directors. Unrecognized compensation expense related to stock-based compensation totaled approximately $6,515,000 at July 1, 2017 , and will be recognized over a weighted average period of 1.8 years.

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KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

7. Employee Benefit Plans

The Company sponsors a noncontributory defined benefit pension plan for eligible employees at one of its U.S. divisions and its corporate office. Three of the Company’s non-U.S. subsidiaries also sponsor defined benefit pension plans covering certain employees at those subsidiaries. Funds for the U.S. pension plan and one of the non-U.S. pension plans are contributed to a trustee as necessary to provide for current service and for any unfunded projected benefit obligation over a reasonable period. The remaining two non-U.S. pension plans are unfunded as permitted under their plans and applicable laws. Benefits under the Company’s pension plans are based on years of service and employee compensation.

The Company also provides other post-retirement benefits under two plans in the United States and at one of its non-U.S. subsidiaries. In addition, the Company provides a restoration plan for certain executive officers which fully supplements benefits lost under the noncontributory defined benefit retirement plan as a consequence of applicable Internal Revenue Service limits and restores benefits for the limitation of years of service under the retirement plan.

The components of net periodic benefit cost for the Company's U.S. and non-U.S. pension plans and other post-retirement benefit plans are as follows:



	Three Months Ended July 1, 2017									Three Months Ended July 2, 2016
(In thousands, except percentages)	U.S. Pension Benefits			Non-U.S. Pension Benefits			Other Post-Retirement Benefits			U.S. Pension Benefits			Non-U.S. Pension Benefits			Other Post-Retirement Benefits
Components of Net Periodic Benefit Cost:
Service cost	$	147		33			$	53		$	181		27			$	33
Interest cost	302			26			45			318			26			38
Expected return on plan assets	(328		)	(9		)	—			(322		)	(7		)	—
Recognized net actuarial loss	108			9			27			124			10			12
Amortization of prior service cost	13			1			23			14			1			22
Net Periodic Benefit Cost	$	242		$	60		$	148		$	315		$	57		$	105

The weighted average assumptions used to determine net periodic benefit cost are as follows:

Discount Rate	4.03		%	3.47		%	4.11		%	4.22		%	3.88		%	4.30		%
Expected Long-Term Return on Plan Assets	5.00		%	7.72		%	7.72		%	5.00		%	6.90		%	6.90		%
Rate of Compensation Increase	3.00		%	3.44		%	3.06		%	3.00		%	2.98		%	3.03		%

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KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

7. Employee Benefit Plans (continued)



	Six Months Ended July 1, 2017									Six Months Ended July 2, 2016
(In thousands, except percentages)	U.S. Pension Benefits			Non-U.S. Pension Benefits			Other Post-Retirement Benefits			U.S. Pension Benefits			Non-U.S. Pension Benefits			Other Post-Retirement Benefits
Components of Net Periodic Benefit Cost:
Service cost	$	343		$	65		$	88		$	362		$	52		$	66
Interest cost	616			50			84			636			52			76
Expected return on plan assets	(663		)	(17		)	—			(644		)	(14		)	—
Recognized net actuarial loss	221			18			40			248			20			24
Amortization of prior service cost	26			2			44			28			2			45
Settlement loss	—			—			—			—			—			114
Net Periodic Benefit Cost	$	543		$	118		$	256		$	630		$	112		$	325

The weighted average assumptions used to determine net periodic benefit cost are as follows:

Discount Rate	4.03		%	3.43		%	4.12		%	4.22		%	3.89		%	4.27		%
Expected Long-Term Return on Plan Assets	5.00		%	7.72		%	7.72		%	5.00		%	6.90		%	6.90		%
Rate of Compensation Increase	3.00		%	3.42		%	3.07		%	3.00		%	2.99		%	3.02		%

The Company made cash contributions of $540,000 to its U.S. noncontributory defined benefit pension plan in the first six months of 2017 and expects to make cash contributions of $540,000 over the remainder of 2017 . For the remaining pension and post-retirement benefit plans, no cash contributions other than to fund current benefit payments are expected in 2017 .

8. Accumulated Other Comprehensive Items

Comprehensive income combines net income and other comprehensive items, which represent certain amounts that are reported as components of stockholders' equity in the accompanying condensed consolidated balance sheet, including foreign currency translation adjustments, unrecognized prior service cost and deferred losses associated with pension and other post-retirement benefit plans, and deferred gains (losses) on hedging instruments.

Changes in each component of accumulated other comprehensive items (AOCI), net of tax, in the accompanying condensed consolidated balance sheet are as follows:



(In thousands)	Foreign Currency Translation Adjustment			Unrecognized Prior Service Cost on Pension and Other Post- Retirement Benefit Plans			Deferred Loss on Pension and Other Post- Retirement Benefit Plans			Deferred Gain (Loss) on Hedging Instruments			Accumulated Other Comprehensive Items
Balance at December 31, 2016	$	(41,094	)	$	(397	)	$	(8,158	)	$	12		$	(49,637	)
Other comprehensive income (loss) before reclassifications	13,524			(3		)	(62		)	16			13,475
Reclassifications from AOCI	—			47			181			18			246
Net current period other comprehensive income	13,524			44			119			34			13,721
Balance at July 1, 2017	$	(27,570	)	$	(353	)	$	(8,039	)	$	46		$	(35,916	)

Balance at January 2, 2016	$	(27,932	)	$	(489	)	$	(8,322	)	$	(229	)	$	(36,972	)
Other comprehensive income (loss) before reclassifications	713			(1		)	(583		)	(317		)	(188		)
Reclassifications from AOCI	—			48			265			277			590
Net current period other comprehensive income (loss)	713			47			(318		)	(40		)	402
Balance at July 2, 2016	$	(27,219	)	$	(442	)	$	(8,640	)	$	(269	)	$	(36,570	)

KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

8. Accumulated Other Comprehensive Items (continued)

Amounts reclassified from AOCI are as follows:



	Three Months Ended						Six Months Ended
(In thousands)	July 1, 2017			July 2, 2016			July 1, 2017			July 2, 2016			Statement of Income Line Item
Pension and Other Post-Retirement Plans: (a)
Amortization of actuarial losses	$	(144	)	$	(146	)	$	(279	)	$	(406	)	SG&A expenses
Amortization of prior service costs	(37		)	(36		)	(72		)	(74		)	SG&A expenses
Total expense before income taxes	(181		)	(182		)	(351		)	(480		)
Income tax benefit	64			63			123			167			Provision for income taxes
	(117		)	(119		)	(228		)	(313		)
Cash Flow Hedges: (b)
Interest rate swap agreements	(6		)	(47		)	(18		)	(136		)	Interest expense
Forward currency-exchange contracts	—			37			—			(24		)	Revenues
Forward currency-exchange contracts	—			(46		)	(11		)	(69		)	Cost of revenues
Total expense before income taxes	(6		)	(56		)	(29		)	(229		)
Income tax benefit (provision)	3			(108		)	11			(48		)	Provision for income taxes
	(3		)	(164		)	(18		)	(277		)
Total Reclassifications	$	(120	)	$	(283	)	$	(246	)	$	(590	)


(a)	Included in the computation of net periodic benefit cost. See Note 7 for additional information.


(b)	See Note 9 for additional information.

9. Derivatives

The Company uses derivative instruments primarily to reduce its exposure to changes in currency exchange rates and interest rates. When the Company enters into a derivative contract, the Company makes a determination as to whether the transaction is deemed to be a hedge for accounting purposes. For a contract deemed to be a hedge, the Company formally documents the relationship between the derivative instrument and the risk being hedged. In this documentation, the Company specifically identifies the asset, liability, forecasted transaction, cash flow, or net investment that has been designated as the hedged item, and evaluates whether the derivative instrument is expected to reduce the risks associated with the hedged item. To the extent these criteria are not met, the Company does not use hedge accounting for the derivative. The changes in the fair value of a derivative not deemed to be a hedge are recorded currently in earnings. The Company does not hold or engage in transactions involving derivative instruments for purposes other than risk management.

Accounting Standards Codification (ASC) 815, Derivatives and Hedging , requires that all derivatives be recognized in the accompanying condensed consolidated balance sheet at fair value. For derivatives designated as cash flow hedges, the related gains or losses on these contracts are deferred as a component of AOCI. These deferred gains and losses are recognized in the accompanying condensed consolidated statement of income in the period in which the underlying anticipated transaction occurs. For derivatives designated as fair value hedges, the unrealized gains and losses resulting from the impact of currency exchange rate movements are recognized in earnings in the period in which the exchange rates change and offset the currency gains and losses on the underlying exposures being hedged. The Company performs an evaluation of the effectiveness of the hedge both at inception and on an ongoing basis. The ineffective portion of a hedge, if any, and changes in the fair value of a derivative not deemed to be a hedge are recorded in the accompanying condensed consolidated statement of income.

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KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

9. Derivatives (continued)

Interest Rate Swap Agreement

On January 16, 2015 , the Company entered into a swap agreement (2015 Swap Agreement) to hedge its exposure to movements in the three-month LIBOR rate on future outstanding debt and has designated the 2015 Swap Agreement as a cash flow hedge. The 2015 Swap Agreement expires on March 27, 2020 and has a $10,000,000 notional value. Under the 2015 Swap Agreement, on a quarterly basis, the Company receives a three-month LIBOR rate and pays a fixed rate of interest of 1.50% plus an applicable margin. The fair value of the 2015 Swap Agreement is included in other assets, with an offset to AOCI, net of tax, in the accompanying condensed consolidated balance sheet.

The Company has structured the 2015 Swap Agreement to be 100% effective and as a result there is no current impact to earnings resulting from hedge ineffectiveness. Management believes that any credit risk associated with the 2015 Swap Agreement is remote based on the Company's financial position and the creditworthiness of the financial institution that issued the 2015 Swap Agreement.

The counterparty to the 2015 Swap Agreement could demand an early termination of the 2015 Swap Agreement if the Company is in default under the 2017 Credit Agreement, or any agreement that amends or replaces the 2017 Credit Agreement in which the counterparty is a member, and the Company is unable to cure the default. An event of default under the 2017 Credit Agreement includes customary events of default and failure to comply with financial covenants, including a maximum consolidated leverage ratio of 3.5 to 1, a minimum consolidated interest coverage ratio of 3 to 1, and restrictions on liens, indebtedness, fundamental changes, dispositions of property, making certain restricted payments (including dividends and stock repurchases), investments, transactions with affiliates, sale and leaseback transactions, swap agreements, changing its fiscal year, arrangements affecting subsidiary distributions, entering into new lines of business, and certain actions related to a discontinued operation. As of July 1, 2017 , the Company was in compliance with these covenants. The unrealized gain associated with the 2015 Swap Agreement was $48,000 as of July 1, 2017 , which represents the estimated amount that the Company would receive from the counterparty in the event of an early termination.

Forward Currency-Exchange Contracts

The Company uses forward currency-exchange contracts primarily to hedge exposures resulting from fluctuations in currency exchange rates. Such exposures result primarily from portions of the Company's operations and assets and liabilities that are denominated in currencies other than the functional currencies of the businesses conducting the operations or holding the assets and liabilities. The Company typically manages its level of exposure to the risk of currency-exchange fluctuations by hedging a portion of its anticipated currency exposures over the ensuing 12 -month period, using forward currency-exchange contracts that have maturities of 12 months or less.

Forward currency-exchange contracts that hedge forecasted accounts receivable or accounts payable are designated as cash flow hedges. The fair value for these instruments is included in other current assets for unrecognized gains and in other current liabilities for unrecognized losses, with an offset in AOCI, net of tax. For forward currency-exchange contracts that are designated as fair value hedges, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item are recognized currently in earnings. The fair value of forward currency-exchange contracts that are not designated as hedges is recorded currently in earnings with gains reported in other current assets and losses reported in other current liabilities.

In the second quarter of 2017, the Company entered into forward currency-exchange contracts associated with the anticipated consideration to be paid for the acquisition of NII (see Note 13, Subsequent Event, for further details) and recognized a loss of $ 1,754,000 associated with these transactions. The Company recognized within SG&A expenses in the accompanying condensed consolidated statement of income losses of $ 1,846,000 and $ 225,000 in the second quarters of 2017 and 2016 , respectively, and losses of $ 1,493,000 and $ 436,000 in the first six months of 2017 and 2016 , respectively, associated with its forward currency-exchange contracts that were not designated as hedges, including the contracts related to the NII acquisition. Management believes that any credit risk associated with forward currency-exchange contracts is remote based on the Company's financial position and the creditworthiness of the financial institutions issuing the contracts.

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KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

9. Derivatives (continued)

The following table summarizes the fair value of the Company's derivative instruments designated and not designated as hedging instruments, the notional value of the associated derivative contracts, and the location of these instruments in the accompanying condensed consolidated balance sheet:



		July 1, 2017					December 31, 2016
	Balance Sheet Location	Asset (Liability) (a)			Notional Amount (b)		Asset (Liability) (a)			Notional Amount
(In thousands)	Balance Sheet Location	Asset (Liability) (a)			Notional Amount (b)		Asset (Liability) (a)			Notional Amount
Derivatives Designated as Hedging Instruments:
Derivatives in an Asset Position:
Forward currency-exchange contracts	Other Current Assets	$	58		$	950	$	—		$	—
Interest rate swap agreement	Other Long-Term Assets	$	48		$	10,000	$	62		$	10,000
Derivatives in a Liability Position:
Forward currency-exchange contracts	Other Current Liabilities	$	(37	)	$	863	$	(41	)	$	2,380

Derivatives Not Designated as Hedging Instruments:
Derivatives in an Asset Position:
Forward currency-exchange contracts	Other Current Assets	$	9		$	386	$	2		$	227
Derivatives in a Liability Position:
Forward currency-exchange contracts	Other Current Liabilities	$	(2,005	)	$	141,396	$	(237	)	$	17,185


(a)	See Note 10 for the fair value measurements relating to these financial instruments.

(b)

The total notional amount is indicative of the level of the Company's derivative activity during the first six months of 2017 , except for $124,459,000 for the one-time purchase of forward currency-exchange contracts entered into in anticipation of consideration to be paid for the acquisition of NII. These contracts are included in derivatives not designated as hedging instruments in a liability position in the table above.

The following table summarizes the activity in AOCI associated with the Company's derivative instruments designated as cash flow hedges as of and for the six months ended July 1, 2017 :



(In thousands)	Interest Rate Swap Agreement			Forward Currency- Exchange Contracts			Total
Unrealized Gain (Loss), Net of Tax, at December 31, 2016	$	40		$	(28	)	$	12
Loss reclassified to earnings (a)	11			7			18
(Loss) Gain recognized in AOCI	(21		)	37			16
Unrealized Gain, Net of Tax, at July 1, 2017	$	30		$	16		$	46

(a) See Note 8 for the income statement classification.

As of July 1, 2017 , the Company expects to reclassify $11,000 of the net unrealized gains included in AOCI to earnings over the next twelve months.

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KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

10. Fair Value Measurements and Fair Value of Financial Instruments

Fair value measurement is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:


•	Level 1—Quoted prices in active markets for identical assets or liabilities.


•	Level 2—Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.


•	Level 3—Unobservable inputs based on the Company's own assumptions.

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis:



	Fair Value as of July 1, 2017
(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds and time deposits	$	16,166	$	—	$	—	$	16,166
Forward currency-exchange contracts	$	—	$	67	$	—	$	67
Interest rate swap agreement	$	—	$	48	$	—	$	48
Banker's acceptance drafts (a)	$	—	$	10,181	$	—	$	10,181

Liabilities:
Forward currency-exchange contracts	$	—	$	2,042	$	—	$	2,042



	Fair Value as of December 31, 2016
(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds and time deposits	$	10,855	$	—	$	—	$	10,855
Forward currency-exchange contracts	$	—	$	2	$	—	$	2
Interest rate swap agreement	$	—	$	62	$	—	$	62
Banker's acceptance drafts (a)	$	—	$	7,852	$	—	$	7,852

Liabilities:
Forward currency-exchange contracts	$	—	$	278	$	—	$	278


(a)	Included in accounts receivable in the accompanying condensed consolidated balance sheet.

The Company uses the market approach technique to value its financial assets and liabilities, and there were no changes in valuation techniques during the first six months of 2017 . The Company's financial assets and liabilities carried at fair value are comprised of cash equivalents, banker's acceptance drafts, and derivative instruments used to hedge the Company's foreign currency and interest rate risks. The Company's cash equivalents are comprised of money market funds and bank deposits which are highly liquid and readily tradable. These cash equivalents are valued using inputs observable in active markets for identical securities. The carrying value of banker's acceptance drafts approximates their fair value due to the short-term nature of the negotiable instrument. The fair value of the Company's interest rate swap agreement is based on LIBOR yield curves at the reporting date. The fair values of the Company's forward currency-exchange contracts are based on quoted forward foreign exchange rates at the reporting date or acquisition date spot rates. The forward currency-exchange contracts and interest rate swap agreement are hedges of either recorded assets or liabilities or anticipated transactions. Changes in values of the underlying hedged assets and liabilities or anticipated transactions are not reflected in the table above.

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KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

10. Fair Value Measurements and Fair Value of Financial Instruments (continued)

The carrying value and fair value of the Company's long-term debt obligations are as follows:



	July 1, 2017				December 31, 2016
	Carrying Value		Fair Value		Carrying Value		Fair Value
(In thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Long-term Debt Obligations:
Revolving credit facility	$	60,673	$	60,673	$	61,494	$	61,494
Capital lease obligations	4,050		4,050		3,857		3,857
Other borrowings	348		348		417		417
	$	65,071	$	65,071	$	65,768	$	65,768

The carrying values of the Company's revolving credit facility and capital lease obligations approximate fair value as the obligations bear variable rates of interest, which adjust quarterly based on prevailing market rates.

11. Business Segment Information

The Company has combined its operating entities into two reportable operating segments, Papermaking Systems and Wood Processing Systems, and a separate product line, Fiber-based Products. In classifying operational entities into a particular segment, the Company has aggregated businesses with similar economic characteristics, products and services, production processes, customers, and methods of distribution.



	Three Months Ended						Six Months Ended
	July 1,			July 2,			July 1,			July 2,
(In thousands)	2017			2016			2017			2016
Revenues:
Papermaking Systems	$	95,731		$	100,331		$	184,281		$	184,358
Wood Processing Systems	11,393			8,768			21,336			17,475
Fiber-based Products	3,118			2,729			7,482			6,533
	$	110,242		$	111,828		$	213,099		$	208,366

Income Before Provision for Income Taxes:
Papermaking Systems	$	17,445		$	14,335		$	31,703		$	27,832
Wood Processing Systems (a)	(724		)	2,451			1,462			3,257
Corporate and Fiber-based Products (b)	(5,278		)	(4,542		)	(9,676		)	(8,752		)
Total operating income	11,443			12,244			23,489			22,337
Interest expense, net	(290		)	(274		)	(534		)	(488		)
	$	11,153		$	11,970		$	22,955		$	21,849

Capital Expenditures:
Papermaking Systems	$	1,293		$	1,140		$	2,777		$	1,658
Other	420			72			658			78
	$	1,713		$	1,212		$	3,435		$	1,736

(a) Includes $4,098,000 and $4,417,000 of acquisition-related expenses in the three- and six-month periods ended July 1, 2017, respectively.

(b) Corporate primarily includes general and administrative expenses.

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KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

12. Contingencies and Litigation

Right of Recourse

In the ordinary course of business, the Company's subsidiaries in China may receive banker's acceptance drafts from customers as payment for outstanding accounts receivable. These banker's acceptance drafts are non-interest bearing and mature within six months of the origination date. The Company's subsidiaries in China may use these banker's acceptance drafts prior to the scheduled maturity date to settle outstanding accounts payable with vendors. Banker's acceptance drafts transferred to vendors are subject to customary right of recourse provisions prior to their scheduled maturity dates. As of July 1, 2017 and December 31, 2016 , the Company had $9,210,000 and $4,824,000 , respectively, of banker's acceptance drafts subject to recourse, which were transferred to vendors and had not reached their scheduled maturity dates. Historically, the banker's acceptance drafts have settled upon maturity without any claim of recourse against the Company.

Litigation

From time to time, the Company is subject to various claims and legal proceedings covering a range of matters that arise in the ordinary course of business. Such litigation may include, but is not limited to, claims and counterclaims by and against the Company for breach of contract or warranty, canceled contracts, product liability, or bankruptcy-related claims. For legal proceedings in which a loss is probable and estimable, the Company accrues a loss based on the low end of the range of estimated loss when there is no better estimate within the range. If the Company were found to be liable for any of the claims or counterclaims against it, the Company would incur a charge against earnings for amounts in excess of legal accruals.

13. Subsequent Event

Acquisition

On July 5, 2017, the Company acquired the forest products business of NII pursuant to a Stock and Asset Purchase Agreement dated May 24, 2017, for approximately $173,000,000 , net of cash acquired, subject to a post-closing adjustment. In connection with the acquisition, the Company funded a portion of the purchase price with its existing cash and borrowed an aggregate $170,018,000 under its 2017 Credit Agreement in the third quarter of 2017, of which $62,690,000 was Canadian dollar-denominated and $61,769,000 was euro-denominated. NII is a global leader in the design and manufacture of equipment used by sawmills, veneer mills, and other manufacturers in the forest products industry. NII also designs and manufactures harvesting equipment used in cutting, gathering, and removing timber from forest plantations. This acquisition extends the Company's presence deeper into the forest products industry and complements its existing Wood Processing Systems segment. The Company expects several synergies in connection with this acquisition, including expansion of product sales at the Company's existing businesses by leveraging NII's geographic presence, as well as sourcing and manufacturing efficiencies. NII has two primary manufacturing facilities located in Canada and Finland and had approximately $81,000,000 in revenue for the twelve months ended December 31, 2016. The Company recognized acquisition-related costs of $4,417,000 in the first six months of 2017 within SG&A expenses in the accompanying condensed consolidated statement of income. The excess of the purchase price for the acquisition of NII over the net assets acquired will be recorded as goodwill in the Wood Processing Systems segment. The purchase price allocation for this acquisition is not presented as the preliminary valuation of NII has not been completed.

KADANT INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

13. Subsequent Event (continued)

Unaudited Supplemental Pro Forma Information

Had the acquisition of NII been completed as of the beginning of 2016, the Company’s pro forma results of operations for the six months ended July 1, 2017 and July 2, 2016 would have been as follows:



	Six Months Ended
(In thousands, except per share amounts)	July 1, 2017		July 2, 2016
Revenues	$	252,842	$	245,548

Net Income Attributable to Kadant	$	24,010	$	9,488

Earnings per Share Attributable to Kadant:
Basic	$	2.19	$	0.88
Diluted	$	2.13	$	0.86

Pro forma results include the following non-recurring pro forma adjustments that were directly attributable to the business combination:


•	Pre-tax charge to SG&A expenses of $ 4,417,000 in 2016 and reversal in 2017, for acquisition-related transaction costs.


•	Estimated pre-tax charge to cost of revenues of $ 5,822,000 in 2016, for the sale of NII inventory revalued at the date of acquisition.


•	Estimated pre-tax charge to SG&A expenses of $ 1,170,000 in 2016, for intangible amortization related to acquired backlog.


•	Reversal of pretax income of $ 852,000 in 2017, related to NII's gain on the sale of a building.

These pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisition of NII occurred as of the beginning of 2016, or that may result in the future.

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KADANT INC.

Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q includes forward-looking statements that are not statements of historical fact, and may include statements regarding possible or assumed future results of operations. Forward-looking statements are subject to risks and uncertainties and are based on the beliefs and assumptions of our management, using information currently available to our management. When we use words such as "believes," "expects," "anticipates," "intends," "plans," "estimates," "seeks," "should," "likely," "will," "would," "may," "continue," "could," or similar expressions, we are making forward-looking statements.

Forward-looking statements are not guarantees of performance. They involve risks, uncertainties, and assumptions. Our future results of operations may differ materially from those expressed in the forward-looking statements. Many of the important factors that will determine these results and values are beyond our ability to control or predict. You should not put undue reliance on any forward-looking statements. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. For a discussion of important factors that may cause our actual results to differ materially from those suggested by the forward-looking statements, you should read carefully the section captioned "Risk Factors" in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (fiscal 2016), as filed with the Securities and Exchange Commission (SEC) and subsequent filings with the SEC.

Overview

Company Background

We are a leading global supplier of equipment and critical components used in process industries worldwide. In addition, we manufacture granules made from papermaking by-products. We have a diverse and large customer base, including most of the world's major paper and oriented strand board (OSB) manufacturers, and our products, technologies, and services play an integral role in enhancing process efficiency, optimizing energy utilization, and maximizing productivity in resource-intensive industries. We believe our large installed base provides us with a spare parts and consumables business that yields higher margins than our capital equipment business. In the first six months of 2017 , approximately 66% of our revenue was from the sale of parts and consumables products.

On April 4, 2016, we acquired all the outstanding shares of RT Holding GmbH, the parent corporation of a group of companies known as the PAALGROUP (PAAL), for approximately 49.7 million euros, net of cash acquired, or approximately $56.6 million. We paid additional post-closing consideration of $0.2 million to the sellers in the first six months of 2017. PAAL manufactures balers and related equipment used in the processing of recyclable and waste materials. This acquisition, which is included in our Papermaking Systems segment's Stock-Preparation product line, broadened our product portfolio and extended our presence deeper into recycling and waste management. PAAL, headquartered in Germany, also has operations in the United Kingdom, France and Spain.

Our operations are comprised of two reportable operating segments: Papermaking Systems and Wood Processing Systems, and a separate product line, Fiber-based Products. Through our Papermaking Systems segment, we develop, manufacture, and market a range of equipment and products for the global papermaking, paper recycling, recycling and waste management, and other process industries. Through our Wood Processing Systems segment, we develop, manufacture, and market stranders and related equipment used in the production of OSB, and sell debarking and wood chipping equipment used in the forest products and the pulp and paper industries. Through this segment, we also provide refurbishment and repair of pulping equipment for the pulp and paper industry. Through our Fiber-based Products business, we manufacture and sell granules derived from pulp fiber for use as carriers for agricultural, home lawn and garden, and professional lawn, turf and ornamental applications, as well as for oil and grease absorption.

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KADANT INC.

Overview (continued)

Papermaking Systems Segment

Our Papermaking Systems segment consists of the following product lines:



	-	Stock-Preparation: custom-engineered systems and equipment, as well as standard individual components, for baling, pulping, de-inking, screening, cleaning, and refining primarily recyclable fibers; balers and related equipment used in the processing of recyclable and waste materials; and filtering, recausticizing, and evaporation equipment and systems used in the production of virgin pulp;
	-	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. Doctoring and cleaning systems are also used in other industries, such as carbon fiber, textiles and food processing; and
	-	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 packaging, metals, plastics, rubber, textiles, chemicals, and food.

Wood Processing Systems Segment

Our principal wood-processing products and services include:



	-	Stranders: disc and ring stranders and related parts and consumables that cut batch-fed logs 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;
	-	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; and
	-	Repair: refurbishment and repair of pulping equipment used in the pulp and paper industry.

Fiber-based Products

We produce and sell biodegradable, absorbent granules derived from papermaking by-products for use primarily as carriers for agricultural, home lawn and garden, and professional lawn, turf and ornamental applications, as well as for oil and grease absorption.

International Sales

During the first six months of 2017 and 2016 , approximately 61% and 57%, respectively, of our sales were to customers outside the United States, principally in Europe and Asia. The increase in the percentage of sales to customers outside the United States in 2017 was primarily due to the acquisition of PAAL at the beginning of the second quarter of 2016. We generally seek to charge our customers in the same currency in which our operating costs are incurred. However, our financial performance and competitive position can be affected by currency exchange rate fluctuations affecting the relationship between the U.S. dollar and foreign currencies. We seek to reduce our exposure to currency fluctuations through the use of forward currency exchange contracts. We may enter into forward contracts to hedge certain firm purchase and sale commitments denominated in currencies other than our subsidiaries' functional currencies.

Application of Critical Accounting Policies and Estimates

Management's discussion and analysis of financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities

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KADANT INC.

Overview (continued)

at the date of our condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Our actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are defined as those that entail significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. We believe that our most critical accounting policies, upon which our financial position depends and which involve the most complex or subjective decisions or assessments, are those described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the section captioned "Application of Critical Accounting Policies and Estimates" in Part II, Item 7, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , filed with the SEC. There have been no material changes to these critical accounting policies since fiscal year-end 2016 that warrant disclosure.

Industry and Business Outlook

Our products are primarily sold in global process industries and used to produce packaging, tissue, and engineered wood, among other products. In the second quarter of 2017, approximately 60% of our revenue was from the sale of products that support packaging, tissue, and other paper production, other than printing and writing and newsprint paper grades. Consumption of packaging, which is primarily comprised of containerboard and boxboard, is driven by many factors, including regional economic conditions, consumer spending on non-durable goods, demand for food and beverage packaging, and greater urbanization in developing regions. Consumption of tissue is fairly stable and in the developed world tends to grow with the population. For both tissue and packaging, growth rates in the developing world are expected to increase as per capita consumption of paper increases with rising standards of living. For balers and related equipment, demand is generally driven by rising standards of living and population growth, shortage and costs of landfilling, increasing recycling rates, and environmental regulation. In the second quarter of 2017, 13% of our revenue was related to products that support printing and writing paper grades as well as newsprint, which have been negatively affected by the development and increased use of digital media. While we expect the decline in the use of printing and writing and newsprint paper grades to continue due to the use of digital media, we expect global packaging and tissue production to be stable or to increase. In the second quarter of 2017, 10% of our revenue was from sales to OSB producers who manufacture engineered wood panels for the housing industry. The majority of OSB demand is in North America, as North American houses are more often constructed of wood compared to other parts of the world. Demand for OSB is tied to new home construction and remodeling. The remainder of our revenue was from sales to other process industries, which tend to grow with the overall economy. We expect revenues in our Wood Processing Systems segment to increase by approximately $44 to $46 million in the second half of 2017 due to the acquisition of NII FPG Company (NII).

Our bookings increased 23% to $120 million in the second quarter of 2017 compared to the second quarter of 2016, primarily due to strong orders for our stock preparation products in China and Europe, offset in part by a $3.5 million, or 4%, decrease from the unfavorable effects of foreign currency translation. Our revenue, bookings, and income tend to be variable as demand for our capital equipment is dependent on regional economic conditions and the level of capital spending by our customers, among other factors. Demand for our parts and consumables products tends to be more predictable. Bookings for our parts and consumables products were $68 million in the second quarter of 2017, or 57% of total bookings, compared to $65 million, or 66%, in the second quarter of 2016.

The largest and most impactful regional market for our products in the second quarter of 2017 was North America, and we expect this will continue to be the case for the remainder of 2017. The pulp and paper market in North America tends to be stable. The strength in the U.S. housing market has led to continued growth in our Wood Processing product line, which we recently expanded with our acquisition in early July of the forest product business of NII. Our bookings in North America were $48 million in the second quarter of 2017, up 4% compared to the second quarter of 2016 but down 15% sequentially. According to Resource Information Systems Inc. (RISI) reports, U.S. demand for corrugated boxes remained

relatively strong in 2017 with year-to-date shipments up 3%. As a result, containerboard production in the first half of 2017 increased 3.2% compared to the same period in 2016 and containerboard mill operating rates were robust at 97% through the first half of 2017. U.S. housing starts in June 2017 were at a seasonally adjusted annual rate of 1.215 million, or 2.1% above the June 2016 rate, according to the U.S. Census Bureau. Continued growth in housing starts is expected to have a positive impact on demand for structural wood panels, which includes OSB, and softwood lumber.

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KADANT INC.

Overview (continued)

We saw increased business activity in Europe in the second quarter of 2017 compared to the second quarter of 2016. We expect the overall economy to be stable in Europe for the remainder of 2017, and our markets have shown strength in the first half of the year. Our bookings in Europe were $39 million in the second quarter of 2017, up 27% compared to $31 million in the second quarter of 2016. Excluding a negative foreign currency translation effect of $2 million, our bookings in Europe were up 33%. Bookings in Europe included $5 million of orders from customers in Russia, reflecting a $4 million increase compared to the second quarter of 2016, due to increased demand for our products.

Our bookings in Asia were $27 million in the second quarter of 2017, up 114% compared to the second quarter of 2016, and included a $1 million decrease from the negative effect of foreign currency translation. The market in Asia continues to be quite strong for both our capital and parts and consumables products. We saw continued strength in project activity in containerboard grades during the second quarter of 2017, particularly in China, which followed strong bookings in the first quarter of 2017. The most recent RISI outlook for containerboard demand in China forecasts growth rates of approximately 2.4% to 3.0% per year for the next few years.

Our bookings in the rest of the world are primarily from South America, and decreased 27% to $6 million in the second quarter of 2017 compared to the second quarter of 2016. We expect that the ongoing economic recession and political uncertainty in Brazil will continue to have an adverse effect on revenues from this region.

We expect full year 2017 GAAP diluted earnings per share (EPS) of $3.18 to $3.26, revised from our previous guidance of $3.27 to $3.37. This guidance includes acquisition costs of $4.8 million, or $0.36 per diluted share, and amortization expense associated with acquired profit in inventory and backlog of $7.0 million, or $0.45 per diluted share. For 2017, we expect revenue of $488 to $494 million, revised from our previous guidance of $427 to $437 million. For the third quarter of 2017, we expect to achieve GAAP diluted EPS of $0.83 to $0.87 on revenue of $139 to $142 million, including $0.02 of acquisition costs and $0.27 of amortization expense associated with acquired profit in inventory and backlog.

Results of Operations

Second Quarter 2017 Compared With Second Quarter 2016

The following table sets forth our unaudited condensed consolidated statement of income expressed as a percentage of total revenues for the second fiscal quarters of 2017 and 2016 . The results of operations for the fiscal quarter ended July 1, 2017 are not necessarily indicative of the results to be expected for the full fiscal year.



	Three Months Ended
	July 1, 2017		July 2, 2016

Revenues	100	%	100	%

Costs and Operating Expenses:
Cost of revenues	52		55
Selling, general, and administrative expenses	36		32
Research and development expenses	2		2
	90		89
Operating Income	10		11
Interest (Expense) Income, Net	—		—
Income Before Provision for Income Taxes	10		11
Provision for Income Taxes	3		3
Net Income	7	%	8	%

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KADANT INC.

Results of Operations (continued)

Revenues

Revenues for the second quarters of 2017 and 2016 are as follows:



	Three Months Ended
	July 1, 2017		July 2, 2016
(In thousands)	July 1, 2017		July 2, 2016
Revenues:
Papermaking Systems	$	95,731	$	100,331
Wood Processing Systems	11,393		8,768
Fiber-based Products	3,118		2,729
	$	110,242	$	111,828

Papermaking Systems Segment. Revenues decreased $4.6 million, or 5%, to $95.7 million in the second quarter of 2017 from $100.3 million in the second quarter of 2016 , and included a $2.2 million decrease from the unfavorable effect of foreign currency translation. Excluding the unfavorable effect of foreign currency translation, revenues in our Papermaking Systems segment decreased $2.4 million, or 2%, in the second quarter of 2017 compared to the second quarter of 2016 due to decreases in demand for our capital equipment at our European, North American, and South American operations. These decreases were partially offset by an increase in demand for both our capital and parts and consumables products at our Chinese operations.

Wood Processing Systems Segment. Revenues increased $2.6 million, or 30%, to $11.4 million in the second quarter of 2017 from $8.8 million in the second quarter of 2016 , primarily due to increased demand for our products as a result of the strength of the U.S. housing industry. We expect revenues in this segment to increase significantly by approximately $44.0 to $46.0 million in the second half of 2017 due to the acquisition of NII.

Fiber-based Products. Revenues increased $0.4 million, or 14%, to $3.1 million in the second quarter of 2017 from $2.7 million in the second quarter of 2016 , primarily due to increased demand for our biodegradable granular products.

Papermaking Systems Segment by Product Line. The following table presents revenues for our Papermaking Systems segment by product line, the changes in revenues by product line between the second quarters of 2017 and 2016 , and the changes in revenues by product line between the second quarters of 2017 and 2016 excluding the effect of foreign currency translation. The (decrease) increase in revenues excluding the effect of foreign currency translation represents the (decrease) increase resulting from converting second quarter of 2017 revenues in local currency into U.S. dollars at second quarter of 2016 exchange rates, and then comparing this result to actual revenues in the second quarter of 2016 . The presentation of the changes in revenues by product line excluding the effect of foreign currency translation is a non-GAAP measure. We believe this non-GAAP measure helps investors gain an understanding of our underlying operations consistent with how management measures and forecasts its performance, especially when comparing such results to prior periods. This non-GAAP measure should not be considered superior to or a substitute for the corresponding GAAP measure.



	Three Months Ended							(Decrease) Increase Excluding Effect of Foreign Currency Translation
(In thousands)	July 1, 2017		July 2, 2016		Decrease
Papermaking Systems Product Lines:
Stock-Preparation	$	46,178	$	49,641	$	(3,463	)	$	(2,253	)
Doctoring, Cleaning, & Filtration	27,033		27,580		(547		)	54
Fluid-Handling	22,520		23,110		(590		)	(155		)
	$	95,731	$	100,331	$	(4,600	)	$	(2,354	)

Revenues from our Stock-Preparation product line in the second quarter of 2017 decreased $3.5 million, or 7%, compared to the second quarter of 2016 , and included a $1.2 million decrease from the unfavorable effect of foreign currency translation. Excluding the unfavorable effect of foreign currency translation, revenues in our Stock-Preparation product line decreased $2.3 million, or 5%, primarily due to a decrease in demand for both our parts and consumables products and capital

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KADANT INC.

Results of Operations (continued)

equipment at our North American operations as well as a decrease in demand for our capital equipment at our European operations. These decreases were partially offset by an increase in demand for both our capital and parts and consumables products at our Chinese operations.

Revenues from our Doctoring, Cleaning, & Filtration product line in the second quarter of 2017 decreased $0.5 million, or 2%, compared to the second quarter of 2016. Excluding an unfavorable effect of foreign currency translation of $0.6 million, revenues from our Doctoring, Cleaning & Filtration product line increased $0.1 million compared to the second quarter of 2016 , as an increase in demand for our parts and consumables products was largely offset by a decrease in demand for our capital equipment at our South American operations. Revenues from our Fluid-Handling product line in the second quarter of 2017 decreased $0.6 million, or 3%, compared to the second quarter of 2016 . Excluding an unfavorable effect of foreign currency translation of $0.4 million, revenues from our Fluid-Handling product line decreased $0.2 million compared to the second quarter of 2016.

Gross Profit Margin

Gross margins for the second quarters of 2017 and 2016 are as follows:



	Three Months Ended
	July 1, 2017		July 2, 2016
Gross Profit Margin:
Papermaking Systems	48.1	%	44.6	%
Wood Processing Systems	45.0		46.6
Fiber-based Products	52.3		54.0
	47.9	%	44.9	%

Papermaking Systems Segment . The gross profit margin in our Papermaking Systems segment increased to 48.1% in the second quarter of 2017 from 44.6% in the second quarter of 2016 due to higher gross profit margins on both our capital and parts and consumables products and, to a lesser extent, an increase in the proportion of higher-margin parts and consumables revenues. We expect our gross profit margin in this segment to decrease in the second half of 2017 due to an increase in the proportion of lower-margin capital revenues from a significant increase in the shipment of capital orders.

Wood Processing Systems Segment. The gross profit margin in our Wood Processing Systems segment decreased to 45.0% in the second quarter of 2017 from 46.6% in the second quarter of 2016 due to a change in product mix to an increased proportion of lower-margin capital revenues compared to the second quarter of 2016 . We expect our gross profit margin in this segment to decrease in the second half of 2017 due to the amortization of acquired profit in inventory related to the NII acquisition.

Fiber-based Products. The gross profit margin in our Fiber-based Products business decreased to 52.3% in the second quarter of 2017 from 54.0% in the second quarter of 2016 due to lower margins on our biodegradable granular products resulting from lower inventory absorption due to decreased inventory levels in the 2017 period.

Operating Expenses

Selling, general, and administrative (SG&A) expenses as a percentage of revenues were 36% in the second quarter of 2017 as compared with 32% in the second quarter of 2016. SG&A expenses increased $3.1 million, or 9%, to $39.2 million in the second quarter of 2017 from $36.1 million in the second quarter of 2016 , primarily due to $3.8 million of incremental acquisition-related expenses in 2017, offset in part by a $0.7 million decrease from the favorable effect of foreign currency translation.

Total stock-based compensation expense was $1.4 million and $1.3 million in the second quarters of 2017 and 2016 , respectively, and is included in SG&A expenses in the accompanying condensed consolidated statement of income.

Research and development (R&D) expenses were $2.2 million and $1.9 million in the second quarters of 2017 and 2016 , respectively, and represented 2% of revenues in both periods.

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KADANT INC.

Results of Operations (continued)

Interest Expense

Interest expense was $0.4 million and $0.3 million in the second quarters of 2017 and 2016 , respectively. We expect interest expense to increase significantly in the second half of 2017 due to an additional $170.0 million in borrowings related to the acquisition of NII.

Provision for Income Taxes

Our provision for income taxes was $3.0 million and $3.5 million in the second quarters of 2017 and 2016 , respectively, and represented 26% and 29% of pre-tax income. The effective tax rate of 26% in the second quarter of 2017 was lower than our statutory tax rate primarily due to the distribution of our worldwide earnings, offset in part by an increase in tax related to non-deductible expenses, unrecognized tax benefits, and the U.S. tax cost of foreign operations. The effective tax rate of 29% in the second quarter of 2016 was lower than our statutory tax rate primarily due to the distribution of our worldwide earnings, offset in part by an increase in tax related to non-deductible expenses and state taxes.

Net Income

Net income decreased $0.2 million to $8.2 million in the second quarter of 2017 from $8.4 million in the second quarter of 2016 due to a $0.8 million decrease in operating income that was partially offset by a $0.6 million decrease in income taxes (see Revenues, Gross Profit Margin, Operating Expenses, and Provision for Income Taxes discussed above).

First Six Months 2017 Compared With First Six Months 2016

The following table sets forth our unaudited condensed consolidated statement of income expressed as a percentage of total revenues for the first six months of 2017 and 2016 . The results of operations for the first six months of 2017 are not necessarily indicative of the results to be expected for the full fiscal year.



	Six Months Ended
	July 1, 2017		July 2, 2016

Revenues	100	%	100	%

Costs and Operating Expenses:
Cost of revenues	52		55
Selling, general, and administrative expenses	35		33
Research and development expenses	2		2
Other income	—		—
	89		90
Operating Income	11		10
Interest (Expense) Income, Net	—		—
Income Before Provision for Income Taxes	11		10
Provision for Income Taxes	3		3
Net Income	8	%	7	%

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Results of Operations (continued)

Revenues

Revenues for the first six months of 2017 and 2016 are as follows:



	Six Months Ended
	July 1, 2017		July 2, 2016
(In thousands)	July 1, 2017		July 2, 2016
Revenues:
Papermaking Systems	$	184,281	$	184,358
Wood Processing Systems	21,336		17,475
Fiber-based Products	7,482		6,533
	$	213,099	$	208,366

Papermaking Systems Segment. Revenues decreased $0.1 million to $184.3 million in the first six months of 2017 from $184.4 million in the first six months of 2016 , including an incremental $13.3 million in first quarter 2017 revenues from PAAL, which was acquired in April 2016, that were offset in part by a $3.6 million decrease from the unfavorable effect of foreign currency translation. Excluding the incremental PAAL revenues and unfavorable foreign currency translation effect, revenues in our Papermaking Systems segment decreased $9.8 million, or 5%, primarily due to decreased demand for both our capital and parts and consumables products at our North American operations, which was partially offset by increased demand for our parts and consumables products at our Chinese operations.

Wood Processing Systems Segment. Revenues increased $3.8 million, or 22%, to $21.3 million in the first six months of 2017 from $17.5 million in the first six months of 2016 , including a decrease of $0.2 million from the unfavorable effect of foreign currency translation. Excluding the unfavorable effect of foreign currency translation, revenues in our Wood Processing Systems segment increased $4.0 million, or 23%, primarily due to increased demand for our parts and consumables products due to continued strength in the U.S. housing industry. We expect revenues in this segment to increase by approximately $44.0 to $46.0 million in the second half of 2017 due to the acquisition of NII.

Fiber-based Products. Revenues increased $1.0 million, or 15%, to $7.5 million in the first six months of 2017 from $6.5 million in the first six months of 2016 , primarily due to increased demand for our biodegradable granular products.

Papermaking Systems Segment by Product Line. The following table presents revenues for our Papermaking Systems segment by product line, the changes in revenues by product line between the first six months of 2017 and 2016 , and the changes in revenues by product line between the first six months of 2017 and 2016 excluding the effect of foreign currency translation. The increase in revenues excluding the effect of foreign currency translation represents the increase resulting from converting the first six months of 2017 revenues in local currency into U.S. dollars at the first six months of 2016 exchange rates, and then comparing this result to actual revenues in the first six months of 2016 . The presentation of the changes in revenues by product line excluding the effect of foreign currency translation and an acquisition is a non-GAAP measure. We believe this non-GAAP measure helps investors gain an understanding of our underlying operations consistent with how management measures and forecasts its performance, especially when comparing such results to prior periods. This non-GAAP measure should not be considered superior to or a substitute for the corresponding GAAP measure.



	Six Months Ended							Increase Excluding Effect of Foreign Currency Translation
(In thousands)	July 1, 2017		July 2, 2016		(Decrease) Increase			Increase Excluding Effect of Foreign Currency Translation
Papermaking Systems Product Lines:
Stock-Preparation	$	87,331	$	88,059	$	(728	)	$	1,008
Doctoring, Cleaning, & Filtration	52,383		51,419		964			2,167
Fluid-Handling	44,567		44,880		(313		)	357
	$	184,281	$	184,358	$	(77	)	$	3,532

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Results of Operations (continued)

Revenues from our Stock-Preparation product line in the first six months of 2017 decreased $0.7 million, or 1%, compared to the first six months of 2016, including an incremental $13.3 million in first quarter 2017 revenues from PAAL, which was acquired in April 2016, that were offset in part by a $1.7 million decrease from the unfavorable effect of foreign currency translation. Excluding the incremental PAAL revenues and unfavorable effect of foreign currency translation, revenues from our Stock-Preparation product line decreased $12.3 million, or 14%, compared to the first six months of 2016 , primarily due to decreases in demand for both our capital and parts and consumables products at our North American operations and our capital equipment at our European operations. These decreases were partially offset by an increase in demand for both our capital and parts and consumables products at our Chinese operations. Revenues from our Doctoring, Cleaning, & Filtration product line in the first six months of 2017 increased $1.0 million, or 2%, including a $1.2 million decrease from the unfavorable effect of foreign currency translation. Excluding the unfavorable effect of foreign currency translation, revenues from our Doctoring, Cleaning, & Filtration product line increased $2.2 million, or 4%, compared to the first six months of 2016 due to increased demand for our products at our European and North American operations, offset in part by decreased demand for our products at our South American and Chinese operations. Revenues from our Fluid-Handling product line in the first six months of 2017 decreased $0.3 million, or 1%, compared to the first six months of 2016, including a $0.7 million decrease from the unfavorable effect of foreign currency translation. Excluding the unfavorable effect of foreign currency translation, revenues from our Fluid-Handling product line increased $0.4 million.

Gross Profit Margin

Gross profit margins for the first six months of 2017 and 2016 are as follows:



	Six Months Ended
	July 1, 2017		July 2, 2016
Gross Profit Margin:
Papermaking Systems	48.0	%	45.5	%
Wood Processing Systems	43.6		39.8
Fiber-based Products	53.9		52.6
	47.8	%	45.2	%

Papermaking Systems Segment . The gross profit margin in our Papermaking Systems segment increased to 48.0% in the first six months of 2017 from 45.5% in the first six months of 2016 . This increase was primarily due to higher gross profit margins on our parts and consumables products and an increase in the proportion of higher-margin parts and consumables revenues. We expect our gross profit margin in this segment to decrease in the second half of 2017 due to an increase in the proportion of lower-margin capital revenues from a significant increase in the shipment of capital orders.

Wood Processing Systems Segment. The gross profit margin in our Wood Processing Systems segment increased to 43.6% in the first six months of 2017 from 39.8% in the first six months of 2016 primarily due to higher gross profit margins on our capital equipment. We expect our gross profit margin in this segment to decrease in the second half of 2017 primarily due to the amortization of acquired profit in inventory related to the NII acquisition.

Fiber-based Products. The gross profit margin in our Fiber-based Products business increased to 53.9% in the first six months of 2017 from 52.6% in the first six months of 2016 , primarily due to increased manufacturing efficiency related to higher production and sales volumes.

Operating Expenses

SG&A expenses as a percentage of revenues were 35% and 33% in the first six months of 2017 and 2016 , respectively. SG&A expenses increased $5.4 million, or 8%, to $74.0 million in the first six months of 2017 from $68.6 million in the first six months of 2016 , principally due to an incremental $3.1 million of first quarter 2017 SG&A expenses from PAAL, which was acquired in April 2016, and $2.8 million of incremental acquisition-related expenses. These increases were offset in part by a $1.2 million decrease from the favorable effect of foreign currency translation.

Total stock-based compensation expense was $2.7 million and $2.6 million in the first six months of 2017 and 2016 , respectively, and is included in SG&A expenses in the accompanying condensed consolidated statement of income.

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Results of Operations (continued)

Research and development expenses were $4.4 million and $3.6 million in the first six months of 2017 and 2016 , respectively, and represented 2% of revenues in both periods.

Other Income

Other income in the first six months of 2016 represents a pre-tax gain of $0.3 million related to the sale of real estate in Sweden for cash proceeds of $0.4 million.

Interest Income

Interest income increased $0.1 million to $0.2 million in the first six months of 2017 from $0.1 million in the first six months of 2016 due to higher average invested balances in the first six months of 2017.

Interest Expense

Interest expense was $0.7 million and $0.6 million in the first six months of 2017 and the first six months of 2016 , respectively. We expect interest expense to increase significantly in the second half of 2017 due to an additional $170.0 million in borrowings related to the acquisition of NII.

Provision for Income Taxes

Our provision for income taxes was $5.7 million and $6.4 million in the first six months of 2017 and 2016 , respectively, and represented 25% and 29% of pre-tax income. The effective tax rate of 25% in the first six months of 2017 was lower than our statutory tax rate primarily due to the distribution of our worldwide earnings and the net excess income tax benefits from stock-based compensation arrangements, offset in part by an increase in tax related to non-deductible expenses and unrecognized tax benefits. The effective tax rate of 29% in the first six months of 2016 was lower than our statutory tax rate primarily due to the distribution of our worldwide earnings and the net excess income tax benefits from stock-based compensation arrangements. These items were offset in part by an increase in tax related to non-deductible expenses and state taxes.

Net Income

Net income increased $1.9 million to $17.3 million in the first six months of 2017 compared to $15.4 million in the first six months of 2016 due to a $1.2 million increase in our operating income and a $0.7 million decrease in our provision for income taxes (see Revenues, Gross Profit Margin, Operating Expenses , and Provision for Income Taxes discussed above).

Recent Accounting Pronouncements

We are continuing to assess the potential effects of these ASUs on our condensed consolidated financial statements, business processes, systems and controls. We are analyzing our current contracts and comparing our current accounting policies and practices pertaining to revenue recognition to those required under the new ASUs to identify potential differences. Based on procedures performed to date, we have identified certain contracts that would likely be impacted by applying the new revenue

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Results of Operations (continued)

standard. These include contracts that are currently accounted for under the completed-contract method of accounting and contracts for products that are specific to the customer's requirements. We recognize revenue for long-term contracts under the completed-contract method of accounting when the contract is substantially complete, the product is delivered and, if applicable, customer acceptance criteria is met. Contracts that contain customer-specific components and do not meet the requirements for percentage of completion method of accounting are accounted for when the risks and rewards of ownership have transferred, provided all other revenue recognition criteria are met. Under the new guidance, revenue related to such contracts will be accelerated if the "over time" criteria are met.

We are still in the process of evaluating these contracts and other types of contracts and quantifying the expected impact that the standard will have on our financial statements and related disclosures. While the assessment process is ongoing, we currently anticipate adopting these ASUs using the modified retrospective transition approach. Under this approach, this guidance would apply to all new contracts initiated in fiscal 2018. For existing contracts that have remaining obligations as of the beginning of fiscal 2018, any difference between the recognition criteria in these ASUs and our current revenue recognition practices would be recognized using a cumulative effect adjustment to the opening balance of retained earnings. The amount of this adjustment is yet to be determined and will be impacted by many factors including the number and value of contracts in

progress at the transition date, the nature and composition of contracts in progress at the transition date, the terms of the respective contracts in progress at the transition date and the relevant accounting conclusions on each of these contracts in progress at the transition date. We are also in the process of developing and implementing appropriate changes to our business processes, systems and controls to support the recognition criteria and disclosure requirements of these ASUs.

See Note 1, under the heading “Recent Accounting Pronouncements,” to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on recently implemented and issued accounting standards.

Liquidity and Capital Resources

Consolidated working capital was $135.8 million at July 1, 2017 , compared with $118.4 million at December 31, 2016 . Included in working capital were cash and cash equivalents of $85.8 million at July 1, 2017, compared with $71.5 million at December 31, 2016 . At July 1, 2017 , $82.0 million of cash and cash equivalents was held by our foreign subsidiaries.

First Six Months of 2017

Our operating activities provided cash of $25.4 million in the first six months of 2017 . Working capital used cash of $6.1 million for inventories primarily related to purchases associated with the expected shipment of Stock-Preparation capital orders in the second half of 2017 and $3.0 million in unbilled costs and fees primarily in our Stock-Preparation product line. To a lesser extent, cash of $2.7 million was used to fund increases in other current assets largely related to prepayments for raw material and an increase in refundable income taxes. Partially offsetting these uses of cash were increases of $6.0 million in other current liabilities primarily related to an increase in customer deposits connected with large orders in our Stock-Preparation and Wood Processing product lines and $3.4 million in accounts payable related in part to purchases of inventory.

Our investing activities used cash of $3.6 million in the first six months of 2017 , primarily related to purchases of property, plant, and equipment.

Our financing activities used cash of $11.1 million in the first six months of 2017. We received cash proceeds of $8.0 million from borrowings under our unsecured revolving credit facility (2017 Credit Agreement), which were more than offset by $11.2 million used for principal payments on our outstanding debt obligations, $4.4 million used for cash dividends paid to stockholders, $2.2 million used for tax withholding payments related to stock-based compensation, and $1.1 million used for the payment of debt issuance costs.

First Six Months of 2016

Our operating activities provided cash of $19.2 million in the first six months of 2016. Working capital used cash of $8.7 million for other current liabilities primarily related to incentive compensation and income tax payments and $2.5 million for inventory related to orders shipped in the latter part of 2016. These uses of cash were offset in part by $3.7 million of cash provided by a decrease in accounts receivable.

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Liquidity and Capital Resources (continued)

Our investing activities used cash of $58.0 million in the first six months of 2016 primarily related to the acquisition of PAAL for approximately $56.6 million in cash, net of cash acquired. In addition, we used $1.7 million for purchases of property, plant and equipment in the first six months of 2016.

Our financing activities provided cash of $28.5 million in the first six months of 2016. We received cash proceeds of $46.0 million from borrowings under our previous unsecured revolving credit facility, of which $29.9 million was used to fund the PAAL acquisition, and $1.4 million from the issuance of our common stock. These sources of cash were offset in part by $12.3 million used for principal payments on our outstanding debt obligations, of which $5.3 million was used to repay the remaining principal balance on our commercial real estate loan, $3.9 million used for cash dividends paid to stockholders and $2.4 million used for tax withholding payments related to stock-based compensation. In addition, we paid $1.1 million of contingent consideration in the first six months of 2016 related to a prior period acquisition .

Additional Liquidity and Capital Resources

On May 18, 2016, our board of directors approved the repurchase by us of up to $20 million of our equity securities during the period from May 18, 2016 to May 18, 2017. On May 17, 2017, our board of directors approved the repurchase by us of up to an additional $20 million of our equity securities during the period from May 17, 2017 to May 17, 2018. We did not purchase any shares of our common stock under either of these authorizations in the first six months of 2017 .

We paid quarterly cash dividends totaling $4.4 million in the first six months of 2017 . On May 17, 2017, we declared a quarterly cash dividend of $0.21 per outstanding share of our common stock, which will be paid on August 10, 2017. Future declarations of dividends are subject to our board of directors' approval and may be adjusted as business needs or market conditions change. The declaration of cash dividends is subject to our compliance with the consolidated leverage ratio contained in our 2017 Credit Agreement.

It is our intent to reinvest indefinitely the earnings of our international subsidiaries in order to support the current and future capital needs of their operations. We do not anticipate the need to repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business. Through July 1, 2017 , we have not provided for U.S. income taxes on approximately $211.0 million of unremitted foreign earnings. The U.S. tax cost has not been determined due to the fact that it is not practicable to estimate at this time. The related foreign tax withholding, which would be required if we were to remit the foreign earnings to the U.S., would be approximately $4.5 million.

On July 5, 2017, we acquired the forest products business of NII pursuant to a Stock and Asset Purchase Agreement dated May 24, 2017, for approximately $173.0 million, net of cash acquired, subject to a post-closing adjustment. NII is a global leader in the design and manufacture of equipment used by sawmills, veneer mills, and other manufacturers in the forest products industry. NII also designs and manufactures harvesting equipment used in cutting, gathering, and removing timber from forest plantations. This acquisition extends our presence deeper into the forest products industry and complements our existing Wood Processing Systems segment.

We plan to make expenditures of approximately $16.0 to $17.0 million during the remainder of 2017 for property, plant, and equipment, which includes approximately $11.0 million related to a facility project. We anticipate funding this project through borrowings available under our 2017 Credit Agreement.

In the future, our liquidity position will be primarily affected by the level of cash flows from operations, cash paid to satisfy debt repayments, capital projects, dividends, stock repurchases, or acquisitions. We believe that our existing resources, together with the cash available from our credit facilities and the cash we expect to generate from operations, will be sufficient to meet the capital requirements of our current operations for the foreseeable future.

Revolving Credit Facility

On March 1, 2017, we entered into the 2017 Credit Agreement, which became effective on March 2, 2017. The 2017 Credit Agreement is a five-year unsecured multi-currency revolving credit facility in the aggregate principal amount of up to $200 million. On May 24, 2017, we entered into a first amendment and limited consent (First Amendment) which increased the revolving loan commitment to $300 million. The 2017 Credit Agreement also included an uncommitted unsecured incremental borrowing facility of up to an additional $100 million. The principal on any borrowings made under the 2017 Credit Agreement is due on March 1, 2022. Borrowing may be denominated in U.S. dollars or certain foreign currencies, as defined in the 2017

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KADANT INC.

Liquidity and Capital Resources (continued)

Credit Agreement. Interest on any loans outstanding under the 2017 Credit Agreement accrues and generally is payable quarterly in arrears at one of the following rates selected by us: (i) the Base Rate, calculated as the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate as published by Citizens Bank, and (c) the thirty-day London Inter-Bank Offered Rate (LIBOR) rate, as defined, plus 0.50%; or (ii) the LIBOR rate (with a zero percent floor), as defined, plus an applicable margin of 1% to 2%. The applicable margin is determined based upon the ratio of our total debt, net of certain cash, as defined, to earnings before interest, taxes, depreciation, and amortization (EBITDA), as defined in the 2017 Credit Agreement. For this purpose, total debt net of certain cash is defined as total debt less the sum of (i) unrestricted U.S. cash, and (ii) 65% of unrestricted cash outside of the United States, but no more than an aggregate amount of $30 million. Contemporaneously with the execution of the 2017 Credit Agreement, we borrowed $42.0 million and 26.3 million euros under the 2017 Credit Agreement and applied the proceeds to pay off the previous credit facility.

As of July 1, 2017 , the outstanding balance under the 2017 Credit Agreement was $60.7 million, of which $25.7 million was a euro-denominated borrowing used to fund the PAAL acquisition. We had $239.8 million of borrowing capacity available under the committed portion of the 2017 Credit Agreement, which is calculated by translating our foreign-denominated borrowings using transaction date foreign exchange rates.

Subsequent to the end of the quarter, we borrowed an aggregate $170.0 million under the 2017 Credit Agreement, of which $62.7 million was Canadian dollar-denominated and $61.8 million was euro-denominated, which was used to fund the acquisition of NII. Under the First Amendment, the lenders agreed to certain limited funding conditions under the 2017 Credit Agreement in connection with the closing of the NII acquisition.

Our obligations under the 2017 Credit Agreement may be accelerated upon the occurrence of an event of default under the 2017 Credit Agreement, which includes customary events of default including, without limitation, payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or warranties, bankruptcy- and insolvency-related defaults, defaults relating to such matters as the Employment Retirement Income Security Act (ERISA), unsatisfied judgments, the failure to pay certain indebtedness, and a change of control default. In addition, the 2017 Credit Agreement contains negative covenants applicable to us, including financial covenants requiring us to comply with a maximum consolidated leverage ratio of 3.5 to 1, a minimum consolidated interest coverage ratio of 3 to 1, and restrictions on liens, indebtedness, fundamental changes, dispositions of property, making certain restricted payments (including dividends and stock repurchases), investments, transactions with affiliates, sale and leaseback transactions, swap agreements, changing our fiscal year, arrangements affecting subsidiary distributions, entering into new lines of business, and certain actions related to a discontinued operation. As of July 1, 2017 , we were in compliance with these covenants.

Loans under the 2017 Credit Agreement are guaranteed by certain of our domestic subsidiaries pursuant to an Amended and Restated Guarantee Agreement, dated as of March 1, 2017. In addition, one of our foreign subsidiaries entered into a Guarantee Agreement limited to certain obligations of two foreign subsidiary borrowers pursuant to a Guarantee Agreement, dated as of March 1, 2017.

Obligations Under Capital Lease

In connection with the acquisition of PAAL, we assumed a sale and leaseback financing arrangement for PAAL's facility in Germany. Under this arrangement, the quarterly lease payment includes principal and interest based on an interest rate which is reset, from time to time, to prevailing short-term borrowing rates in Germany. The interest rate at July 1, 2017 was 1.70%. The lease arrangement includes a net fixed price purchase option of $1.5 million at the end of the lease term in 2022. At July 1, 2017, $4.4 million was outstanding under this capital lease obligation.

Interest Rate Swap Agreement

On January 16, 2015, we entered into a swap agreement (2015 Swap Agreement) to hedge our exposure to movements in the three-month LIBOR rate on future outstanding debt. The 2015 Swap Agreement expires on March 27, 2020, and has a $10 million notional value. Under the 2015 Swap Agreement, on a quarterly basis we receive a three-month LIBOR rate and pay a fixed rate of interest of 1.50% plus an applicable margin.

As of July 1, 2017 , the 2015 Swap Agreement had an unrealized gain of $48,000. We believe that any credit risk associated with the swap agreement is remote based on our financial position and the creditworthiness of the financial institution that issued the 2015 Swap Agreement.

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Liquidity and Capital Resources (continued)

The counterparty to the 2015 Swap Agreement could demand an early termination of the 2015 Swap Agreement if we are in default under the 2017 Credit Agreement, or any agreement that amends or replaces the 2017 Credit Agreement in which the counterparty is a member, and we are unable to cure the default. An event of default under the 2017 Credit Agreement includes customary events of default and failure to comply with financial covenants, including a maximum consolidated leverage ratio of 3.5 to 1 and a minimum consolidated interest coverage ratio of 3 to 1. The unrealized gain of $48,000 associated with the 2015 Swap Agreement as of July 1, 2017 represents the estimated amount that we would receive from the counterparty in the event of an early termination.

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk from changes in interest rates and foreign currency exchange rates has not changed materially from our exposure at fiscal year-end 2016 as disclosed in Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , filed with the SEC.

Item 4 – Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of July 1, 2017 . The term "disclosure controls and procedures," as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon the evaluation of our disclosure controls and procedures as of July 1, 2017 , our Chief Executive Officer and Chief Financial Officer concluded that as of July 1, 2017 , our disclosure controls and procedures were effective at the reasonable assurance level.

(b) Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter ended July 1, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1A – Risk Factors

Except for the risk factor shown below, there have no material changes from the risk factors disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC.

Our recent acquisition of the forest products business of NII FPG Company increases the risk that our results of operations may be adversely affected by changes in governmental regulations and policies, including restraints on international trade, particularly as to Russia.

We have previously disclosed that operating globally subjects us to changes in government regulations and policies in multiple jurisdictions around the world, including those related to tariffs and trade barriers, taxation, exchange controls and political risks. Changes in governmental policies, political unrest, economic sanctions, trade embargoes, or other adverse trade regulations can negatively impact our business. Our sales to customers in Russia and other parts of Europe will increase as a result of our recent acquisition of NII. In August 2017, the United States imposed new trade sanctions against certain persons in Russia, in addition to those previously imposed in 2014. In response, Russia may impose trade sanctions that could affect U.S.-owned businesses. The imposition of trade sanctions may make it generally more difficult to do business in Russia and cause delays or prevent shipment of products or services performed by our personnel, or to receive payment for products or services. Our recent acquisition subjects us to additional risk that such restrictions could have a material adverse impact on our business and operating results going forward.

Item 6 – Exhibits

See Exhibit Index on the page immediately preceding the exhibits.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized as of the 9th day of August, 2017.



	KADANT INC.

	/s/ Michael J. McKenney
	Michael J. McKenney
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)

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EXHIBIT INDEX



Exhibit Number
Exhibit Number		Description of Exhibit

2.1		Stock and Asset Purchase Agreement by and among the Registrant, Kadant Northern U.S. LLC, Kadant Canada Corp., Kadant Northern UK Co. Ltd., Kadant Johnson Europe B.V., NII FPG Company, Nicholson Intellectual Property, Inc., Cascade Natural Resources, Inc. and Northern Industrial, Inc. dated as of May 24, 2017.

10.1		First Amendment and Limited Consent to the Amended and Restated Credit Agreement dated as of May 24, 2017, among Kadant Inc., the Foreign Subsidiary Borrowers from time to time parties thereto, the several banks and other financial institutions or entities from time to time parties thereto, RBS Citizens, N.A., as Administrative Agent and Multi-currency Administrative Agent.

10.2		Cash Incentive Plan of the Registrant effective as of May 17, 2017.

10.3		Amended and Restated 2006 Equity Incentive Plan of the Registrant effective as of May 17, 2017.

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.*

* Submitted electronically herewith.

(1) The schedules to this document have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any of the schedules to the U.S. Securities and Exchange Commission upon request.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheet at July 1, 2017 and December 31, 2016 , (ii) Condensed Consolidated Statement of Income for the three and six months ended July 1, 2017 and July 2, 2016 , (iii) Condensed Consolidated Statement of Comprehensive Income for the three and six months ended July 1, 2017 and July 2, 2016 , (iv) Condensed Consolidated Statement of Cash Flows for the six months ended July 1, 2017 and July 2, 2016 , (v) Condensed Consolidated Statement of Stockholders' Equity for the six months ended July 1, 2017 and July 2, 2016 , and (vi) Notes to Condensed Consolidated Financial Statements.



		Page

6.13	Employee Benefit Plans	39
6.14	Insurance	41
6.15	Tax Matters	42
6.16	Brokerage	44
6.17	Affiliated Transactions	44
6.18	Properties	44
6.19	Customers and Suppliers	46
6.20	Inventory; Accounts Receivable	46
6.21	Certain Payments	46
6.22	Products and Service Warranties	47
6.23	Business of the Company Group	47
6.24	Ownership and Location of Assets	47
6.25	Books and Records	47
6.26	Bank Accounts	48
6.27	Guarantees	48
6.28	Computer Systems	48
6.29	Privacy	48
6.30	Foreign Bank Account	48

ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE BUYERS
7.1	Capacity, Organization and Power	49
7.2	Authorization and Enforceability	49
7.3	No Violation	49
7.4	Governmental Authorities and Consents	49
7.5	Litigation	49
7.6	Financial Capability	49
7.7	Solvency	50
7.8	Purchase for Investment	50

ARTICLE VIII TERMINATION		50
8.1	Termination	50
8.2	Effect of Termination	51

ARTICLE IX ADDITIONAL AGREEMENTS AND COVENANTS		51
9.1	Acknowledgement by the Buyers	52
9.2	Further Assurances	52
9.3	Employees and Employee Benefits	52
9.4	Director and Officer Liability and Indemnification	53
9.5	Certain Access Provisions	54
9.6	Notification	54
9.7	Consents	55
9.8	Tax Matters	55
9.9	Confidentiality	58
9.10	Kadant Parent Guarantee.	58
9.11	Seller Guarantors Guarantee	59
9.12	Use of “Nicholson” Name	59
9.13	Cooperation	59



		Page

ARTICLE X INDEMNIFICATION		59
10.1	Indemnification of the Buyer Indemnified Parties	59
10.2	Exclusive Remedy	61
10.3	Indemnification of the Seller Indemnified Parties	62
10.4	Termination of Indemnification	62
10.5	Procedures Relating to Indemnification	62
10.6	Losses Net of Tax Benefits and Insurance	64
10.7	Survival	64
10.8	Manner of Payment	65

ARTICLE XI MISCELLANEOUS		65
11.1	Press Releases and Communications	65
11.2	Expenses	65
11.3	Amendment and Waiver	66
11.4	Notices	66
11.5	Successors and Assigns	67
11.6	Non-Recourse	67
11.7	Severability	67
11.8	Construction	67
11.9	No Third-Party Beneficiaries	68
11.10	Complete Agreement	69
11.11	Electronic Delivery; Counterparts	69
11.12	Governing Law; WAIVER OF JURY TRIAL	69
11.13	Specific Performance	70
11.14	Prevailing Party	70
11.15	Acknowledgement	70
11.16	No Right of Set-Off	70
11.17	Relationship of the Parties	70



Exhibit A	Escrow Agreement
Exhibit B	Non-Competition and Non-Solicitation Agreement
Exhibit C	Rules of Engagement for Accounting Firm
Exhibit D	Seller Release
Exhibit E	Patent Assignment Agreement
Exhibit F	Transition Services Agreement
Exhibit G	Consent to Assignment and Amendment of Lease



Schedule I	Variable Flare Reducer Patent Assets
Schedule II	Buyers and Sellers of Shares and VFR Patent Assets
Schedule III	Target Net Working Capital and Accounting Methods



Term	Section
“Accounts Receivable”	6.20(b)
“Accounting Firm”	2.3(e)
“Accounting Methods”	2.3(c)
“Aggregate Purchase Price”	2.2(c)
“Agreement”	Preamble
“Business”	6.23
“Business Product”	6.22
“Buyer”	Preamble
“Buyers”	Preamble
“Buyer Indemnified Parties”	10.1(a)
“Cap”	10.1(b)(iii)
“Cascade”	Preamble
“Closing”	2.2(a)
“Closing Balance Sheet”	2.3(b)
“Closing Statement”	2.3(b)
“Confidential Information”	9.9(a)
“Customs Laws”	6.16(o)(i)
“Deductible”	10.1(b)(ii)
“Disclosure Schedules”	Article V
“Electronic Delivery”	11.11
“End Date”	8.1(d)
“Estimated Closing Cash Proceeds”	2.3(a)
“Exclusivity Period”	4.5(a)
“GST/HST”	6.15(g)
“Indemnified Party”	10.5(a)
“Indemnifying Party”	10.5(a)
“IPCo”	Preamble
“Kadant Canada”	Preamble
“Kadant Europe”	Preamble
“Kadant Parent”	Preamble
“Kadant UK”	Preamble
“Kadant US”	Preamble
“Law Firm”	11.15
“Latest Balance Sheet”	6.5(a)
“Leased Real Property”	6.18(b)



		Page

ARTICLE I CERTAIN DEFINITIONS		2
1.1	Definitions	2
1.2	Other Definitional Provisions	12

ARTICLE II PURCHASE AND SALE OF THE SHARES AND VFR PATENT ASSETS		13
2.1	Basic Transaction	13
2.2	Closing Transactions	13
2.3	Closing Cash Proceeds Adjustment	16

ARTICLE III CONDITIONS TO CLOSING		19
3.1	Conditions to the Obligations of the Buyers and the Sellers	19
3.2	Conditions to the Obligations of the Buyers	20
3.3	Conditions to the Obligations of the Sellers	21
3.4	Frustration of Conditions	22

ARTICLE IV COVENANTS OF THE PARTIES		22
4.1	Reasonable Best Efforts	22
4.2	Maintenance of Business	23
4.3	Operation of Business	23
4.4	Access	25
4.5	Exclusivity; Acquisition Proposals	25
4.6	Cooperation	26

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLERS WITH RESPECT TO THE SELLERS		26
5.1	Capacity, Organization and Power	26
5.2	Title	26
5.3	Authority; Noncontravention	27
5.4	VFR Patent Assets	27
5.5	Litigation	27
5.6	Brokerage	27
5.7	Tax Status	28
5.8	Tax Liabilities	28

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE SELLERS WITH RESPECT TO THE COMPANY GROUP		28
6.1	Capacity, Organization and Corporate Power	28
6.2	Capitalization	28
6.3	Authorization; Noncontravention	28
6.4	Subsidiaries	29
6.5	Financial Statements	30
6.6	Absence of Certain Developments	30
6.7	Contracts and Commitments	31
6.8	Intellectual Property Rights	34
6.9	Litigation	35
6.10	Compliance with Laws; Licenses and Permits	35
6.11	Environmental Matters	36
6.12	Employees	38



Term	Section
“Losses”	10.1(a)
“NI”	Preamble
“NII”	Preamble
“NMC”	Preamble
“NMC Shares”	Preamble
“NML”	Preamble
“NML Shares”	Preamble
“Objection Notice”	2.3(e)
“OSSS”	5.7
“Owned Real Property”	6.18(c)
“Party” or “Parties”	Preamble
“Per Claim Threshold”	10.1(b)(i)
“Pre-Closing Tax Refund”	9.8(a)
“Purchase Price Escrow Deficiency Amount”	2.3(h)(ii)
“Purchase Price Shortfall”	2.3(h)(ii)
“QSub Price”	9.8(g)
“Real Property”	6.18(c)
“Representatives”	4.5(a)
“Restricted Transaction”	4.5(a)
“Retained Employee”	9.3(a)
“Securities Act”	7.8
“Seller”	Preamble
“Seller Guarantors”	Preamble
“Sellers”	Preamble
“Seller Indemnified Parties”	10.3
“Shares”	Preamble
“Third Party”	10.5(d)
“Third Party Claim”	10.5(a)
“Transfer Taxes”	9.8(f)
“VFR Patent Assets”	Preamble
“VKNA”	Preamble
“VKNA Shares”	Preamble
“VKOY”	Preamble
“VKOY Shares”	Preamble
“VNB”	Preamble
“VNB Shares”	Preamble



Notices to the Sellers or the Seller Guarantors :

c/o Northern Industrial, Inc.
200 S. Orcas Street
Seattle, Washington 98108
Attention:	Scott Howell
Facsimile:	1-206-224-0287
Email:	howellrs@nmwa.com


with a mandatory copy to (which shall not constitute notice to the Sellers or the Seller Guarantors) :

K&L Gates LLP
925 Fourth Avenue, Suite 2900
Seattle, Washington 98104
Attention:	Stephan H. Coonrod
Facsimile:	1-206-370-6037
E-mail:	stephan.coonrod@klgates.com



Notices to the Buyers or Kadant Parent :

c/o Kadant Inc.
One Technology Park Drive
Westford, Massachusetts 01866
Attention:	General Counsel
Facsimile:	1-978-635-1593
E-mail:	sandra.lambert@kadant.com

with a mandatory copy to (which shall not constitute notice to the Buyers or Kadant Parent) :

McCarthy Tétrault LLP
1000 De La Gauchetière Street West, Suite 2500
Montreal, Quebec H3B 0A2
Canada
Attention:	Patrick M. Shea
Facsimile:	1-514-875-6246
E-mail:	pshea@mccarthy.ca



KADANT PARENT :

KADANT INC.

By: /s/ Jonathan W. Painter
	Name: Jonathan W. Painter
	Title: President & Chief Executive Officer

KADANT US :

KADANT NORTHERN U.S. LLC

	By: KADANT INC., its sole member

	By: /s/ Jeffrey L. Powell
		Name: Jeffrey L. Powell
		Title: Executive Vice President

KADANT CANADA :

KADANT CANADA CORP.

By: /s/ Michael J. McKenney
	Name: Michael J. McKenney
	Title: Senior Vice President & CFO

KADANT UK :

KADANT NORTHERN UK CO. LTD.

By: /s/ Jeffrey L. Powell
	Name: Jeffrey L. Powell
	Title: Director



	KADANT EUROPE :

	KADANT JOHNSON EUROPE B.V.

	By: /s/ Jonathan W. Painter
		Name: Jonathan W. Painter
		Title: Managing Director



	NII:

	NII FPG COMPANY

	By: /s/ R. Scott Howell
		Name: R. Scott Howell
		Title: Chief Executive Officer

	IPCO :

	NICHOLSON INTELLECTUAL PROPERTY, INC.

	By: /s/ R. Scott Howell
		Name: R. Scott Howell
		Title:Chief Executive Officer

	CASCADE :

	CASCADE NATURAL RESOURCES, INC.

	By: /s/ R. Scott Howell
		Name:R. Scott Howell
		Title:Chief Executive Officer

	NI :

	NORTHERN INDUSTRIAL, INC.

	By: /s/ R. Scott Howell
		Name:R. Scott Howell
		Title:Chief Executive Officer



	ATTN:	General Counsel
		c/o Kadant Inc.
	Address:	One Technology Park Drive
		Westford, Massachusetts 01866
	Telephone:	1-978-776-2013
	Facsimile:	1-978-635-1593
	E-mail:	sandra.lambert@kadant.com

	and to:

	ATTN:	Patrick M. Shea
		McCarthy Tétrault LLP
	Address:	1000 de la Gauchetière Street West, Suite 2500
		Montreal, Quebec H3B 0A2
		Canada
	Telephone:	1-514-397-4246



	ATTN:	Scott Kjar
		Global Corporate Trust Services
	Address:	1420 5 ^th Avenue
		7 ^th Floor
		Seattle, WA 98101
	Telephone:	206-344-4686
	Facsimile:	206-344-4630
	E-mail:	scott.kjar@usbank.com

	and to:

	U.S. Bank National Association
	ATTN:	Ryan Awes
		Trust Finance Management
		60 Livingston Avenue
		Saint Paul, MN 55107
	Telephone:	651-466-6094
	Facsimile:	651-312-2599
	E-mail:	ryan.awes@usbank.com



	KADANT NORTHERN U.S. LLC
		By: KADANT INC., its sole member

		By:
		Name:
		Title:

	KADANT CANADA CORP.

		By:
		Name:
		Title:

	KADANT NORTHERN UK CO. LTD.

		By:
		Name:
		Title:

	KADANT JOHNSON EUROPE B.V.

		By:
		Name:
		Title:

	NII FPG COMPANY

		By:
		Name:
		Title:

	NICHOLSON INTELLECTUAL PROPERTY, INC.

		By:
		Name:
		Title:



01010	Acceptance Fee The acceptance fee includes the administrative review of documents, initial set-up of the account, and other reasonably required services up to and including the closing. This is a one-time fee, payable at closing. U.S. Bank Corporate Trust Services reserves the right to refer any or all escrow documents for legal review before execution. Legal fees (billed on an hourly basis) and expenses for this service will be billed to, and paid by, the customer. If appropriate and upon request by the customer, U.S. Bank Corporate Trust Services will provide advance estimates of these legal fees.		$500.00

04480 I	Escrow Agent, Annual fee for the standard escrow agent services associated with the administration of the account. Administration fees are payable in advance.	$2,500.00



	Reimbursement of expenses associated with the performance of our duties, including but not limited to publications, legal counsel after the initial close, travel expenses and filing fees.	At Cost



	Extraordinary services are duties or responsibilities of an unusual nature, including termination, but not provided for in the governing documents or otherwise set forth in this schedule. A reasonable charge will be assessed based on the nature of the service and the responsibility involved. At our option, these charges will be billed at a flat fee or at our hourly rate then in effect.




Name	Specimen signature	Telephone No.

Name	Specimen signature	Telephone No.

Name	Specimen signature	Telephone No.



	SCOTT W. NICHOLSON

	KADANT NORTHERN U.S. LLC By: KADANT INC., its sole member

	By:
	Name:
	Title:

	KADANT CANADA CORP.

	By:
		Name:
		Title:

	KADANT NORTHERN UK CO. LTD.

	By:
		Name:
		Title:

	KADANT JOHNSON EUROPE B.V.

	By:
		Name:
		Title:


•	Within 14 days after retaining the Accounting Firm, the Buyers and the Sellers shall submit to the Accounting Firm five copies of a memorandum (which may include supporting exhibits) setting forth their respective positions of all unresolved disputed items in accordance with Section 2.3(e) (the “ Initial Report ”).


•	Within one Business Day after receipt of both the Buyers’ and the Sellers’ Initial Reports, the Accounting Firm will distribute a copy of each Initial Report to the other party.


•	At any time before or within 14 days after the submission of the Initial Reports or any Rebuttal Reports by the Buyers and the Sellers, the Accounting Firm may submit written questions to either party following the procedures set forth below in the Section titled “Submission of Questions by the Accounting Firm.”


•	Unless requested by the Accounting Firm in writing pursuant to the terms of the Section titled “Submission of Questions by the Accounting Firm”, neither the Buyers nor the Sellers may present any additional information or arguments to the Accounting Firm, either orally or in writing.


•	The Accounting Firm shall render its decision without conducting a hearing.



	[INSERT NAME OF SELLER/SELLER GUARANTOR/SCOTT NICHOLSON]

	By:
		Name:
		Title:

	KADANT INC.

	By:
		Name:
		Title:

	KADANT NORTHERN U.S. LLC By: KADANT INC., its sole member

		By:
		Name:
		Title:

	KADANT CANADA CORP.

	By:
		Name:
		Title:

	KADANT NORTHERN UK CO. LTD.

	By:
		Name:
		Title:

	KADANT JOHNSON EUROPE B.V.

	By:
		Name:
		Title:


(a)	this Agreement may be terminated upon the written mutual consent of the Customer and the Service Provider;


(b)	the Customer may terminate this Agreement by sending a 30 - day prior written notice to the Service Provider;


(c)	each party hereto may terminate this Agreement in the event of a material default by the other party hereto in the performance of its obligations hereunder, which material default remains uncured for a period of 30 days following notice to that effect from the other party hereto; or


1.	Recitals; Capitalized Terms . The foregoing recitals are hereby incorporated by reference. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them as set forth in the Lease.


2.	Consent . Subject to the terms and conditions of this Consent, Landlord hereby consents to the Change in Control.


3.	Amendment to Lease . As of the Amendment Effective Date, the following amendments shall be made to the Lease:


(1)	Section 7.3.2 of the Lease is hereby deleted in its entirety and replaced with the following:


(2)	In Section 7.3.3 of the Lease, the words to “Section 7.2.1” are hereby replaced by “Section 7.1”.


(3)	Section 7.3.4 of the Lease is hereby deleted in its entirety and replaced with the following: