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10-Q - KAI FORM 10-Q 1Q 2012 - KADANT INCkaiform10q1q2012.pdf
EX-31.1 - KAI FORM 10-Q 1Q 2012 EXHIBIT 31.1 - KADANT INCkaiform10q1q2012exhibit311.htm
EX-31.1 - KAI FORM 10-Q 1Q 2012 EXHIBIT 31.1 - KADANT INCkaiform10q1q2012exhibit311.pdf
EX-31.2 - KAI FORM 10-Q 1Q 2012 EXHIBIT 31.2 - KADANT INCkaiform10q1q2012exhibit312.htm
EX-31.2 - KAI FORM 10-Q 1Q 2012 EXHIBIT 31.2 - KADANT INCkaiform10q1q2012exhibit312.pdf
EX-32 - KAI FORM 10-Q 1Q 2012 EXHIBIT 32 - KADANT INCkaiform10q1q2012exhibit32.htm
EX-32 - KAI FORM 10-Q 1Q 2012 EXHIBIT 32 - KADANT INCkaiform10q1q2012exhibit32.pdf
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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 March 31, 2012

 
OR

¨
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, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated Filer x
Non-accelerated filer o
Smaller reporting company o

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 April 27, 2012
 
 
Common Stock, $.01 par value
 
11,677,678
 
 
 
 
 

 
PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements

KADANT INC.

Condensed Consolidated Balance Sheet
(Unaudited)

Assets

   
March 31,
   
December 31,
 
(In thousands)
 
2012
   
2011
 
             
Current Assets:
           
Cash and cash equivalents
  $ 42,624     $ 46,950  
Restricted cash (Note 2)
    429       700  
Accounts receivable, less allowances of $2,013 and $2,308
    59,947       59,492  
Inventories (Note 4)
    51,931       50,527  
Unbilled contract costs and fees
    8,517       3,244  
Other current assets
    12,096       11,703  
Assets of discontinued operation
    1,668       1,675  
Total Current Assets
    177,212       174,291  
                 
Property, Plant, and Equipment, at Cost
    106,814       105,671  
Less: accumulated depreciation and amortization
    67,606       65,576  
      39,208       40,095  
                 
Other Assets
    37,914       38,053  
                 
Goodwill
    107,639       105,959  
                 
Total Assets
  $ 361,973     $ 358,398  























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

 
2

 

KADANT INC.

Condensed Consolidated Balance Sheet (continued)
(Unaudited)

Liabilities and Shareholders’ Investment

   
March 31,
   
December 31,
 
(In thousands, except share amounts)
 
2012
   
2011
 
             
Current Liabilities:
           
Short-term obligations and current maturities of long-term obligations
  $ 5,500     $ 500  
Accounts payable
    28,766       28,624  
Accrued payroll and employee benefits
    13,147       17,687  
Customer deposits
    19,934       18,627  
Other current liabilities
    22,938       26,722  
Liabilities of discontinued operation
    3,611       3,632  
Total Current Liabilities
    93,896       95,792  
                 
Other Long-Term Liabilities
    27,540       27,226  
                 
Long-Term Obligations (Note 6)
     6,625       11,750  
                 
Shareholders’ Investment:
               
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
    92,178       93,701  
Retained earnings
    205,759       198,706  
Treasury stock at cost, 2,948,742 and 2,983,717 shares
    (61,460 )     (62,118 )
Accumulated other comprehensive items
    (3,918 )     (7,955 )
Total Kadant Shareholders’ Investment
    232,705       222,480  
Noncontrolling interest
     1,207       1,150  
Total Shareholders’ Investment
    233,912       223,630  
                 
Total Liabilities and Shareholders’ Investment
  $ 361,973     $ 358,398  





















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

 
3

 

KADANT INC.

Condensed Consolidated Statement of Income
(Unaudited)

   
Three Months Ended
 
   
March 31,
   
April 2,
 
(In thousands, except per share amounts)
 
2012
   
2011
 
             
Revenues
  $ 84,113     $ 71,680  
                 
Costs and Operating Expenses:
               
Cost of revenues
    45,741       37,587  
Selling, general, and administrative expenses
    26,143       24,473  
Research and development expenses
    1,532       1,312  
Other expense (Note 8)
    307        
      73,723       63,372  
                 
Operating Income
    10,390       8,308  
                 
Interest Income
    94       99  
Interest Expense
    (209 )     (257 )
                 
Income from Continuing Operations Before Provision for Income Taxes
    10,275       8,150  
Provision for Income Taxes (Note 5)
    3,138       2,273  
                 
Income from Continuing Operations
    7,137       5,877  
Loss from Discontinued Operation (net of income tax benefit of $49 and $3)
    (61 )     (4 )
                 
Net Income
    7,076       5,873  
                 
Net Income Attributable to Noncontrolling Interest
    (23 )     (82 )
                 
Net Income Attributable to Kadant
  $ 7,053     $ 5,791  
                 
Amounts Attributable to Kadant:
               
Income from Continuing Operations
  $ 7,114     $ 5,795  
Loss from Discontinued Operation
    (61 )      (4 )
Net Income Attributable to Kadant
  $ 7,053     $ 5,791  
                 
Basic and Diluted Earnings per Share from Continuing Operations Attributable to Kadant (Note 3)
  $ .61     $ .47  
                 
 
Earnings per Share Attributable to Kadant (Note 3):
               
Basic
  $ .61     $ .47  
Diluted
  $ .60     $ .47  
                 
Weighted Average Shares (Note 3):
               
Basic
    11,653       12,267  
                 
Diluted
    11,729       12,408  
                 








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

 
4

 

KADANT INC.

Condensed Consolidated Statement of Comprehensive Income
(Unaudited)


   
Three Months Ended
 
   
March 31,
   
April 2,
 
(In thousands)
 
2012
   
2011
 
             
Net Income
  $ 7,076     $ 5,873  
                 
Other Comprehensive Items:
               
Foreign Currency Translation Adjustment
    3,802       6,150  
      Pension and Other Post-Retirement Liability Adjustments, net (net of tax of $68 and $44 in 2012 and 2011, respectively)
    105       (877 )
      Deferred Gain on Hedging Instruments (net of tax of $86 and $7 in 2012 and 2011, respectively)
     164        206  
       4,071        5,479  
Comprehensive Income
    11,147       11,352  
Comprehensive Income Attributable to Noncontrolling Interest
    (57 )     (173 )
Comprehensive Income Attributable to Kadant
  $ 11,090     $ 11,179  



































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

 
5

 

KADANT INC.

Condensed Consolidated Statement of Cash Flows
(Unaudited)

   
Three Months Ended
 
   
March 31,
   
April 2,
 
(In thousands)
 
2012
   
2011
 
             
Operating Activities:
           
Net income attributable to Kadant
  $ 7,053     $ 5,791  
Net income attributable to noncontrolling interest
    23       82  
Loss from discontinued operation
    61       4  
Income from continuing operations
    7,137       5,877  
Adjustments to reconcile income from continuing operations to net cash (used in) provided by operating activities:
               
Depreciation and amortization
    2,243       1,865  
Stock-based compensation expense
    1,074       824  
(Benefit) provision for losses on accounts receivable
    (319 )     194  
Gain on the sale of property, plant, and equipment
    (10 )     (5 )
Other items, net
    305       519  
Changes in current assets and liabilities, net of effects of acquisitions:
               
Accounts receivable
    797       (1,207 )
Unbilled contract costs and fees
    (5,160 )     (622 )
Inventories
    (558 )     (8,809 )
Other current assets
    (197 )     (2,357 )
Accounts payable
    (362 )     1,561  
Other current liabilities
    (8,736 )     2,752  
   Contributions to pension plan
    (240 )     (225 )
Net cash (used in) provided by continuing operations
    (4,026 )     367  
Net cash (used in) provided by discontinued operation
    (75 )     3  
Net cash (used in) provided by operating activities
     (4,101 )     370  
                 
Investing Activities:
               
Purchases of property, plant, and equipment
    (258 )     (1,164 )
Proceeds from sale of property, plant, and equipment
    113       7  
Acquisition consideration
    (25 )     (412 )
Other, net
          31  
Net cash used in continuing operations for investing activities
    (170 )     (1,538 )
                 
Financing Activities:
               
Purchases of Company common stock
    (1,281 )      
Change in restricted cash (Note 2)
    271       (2,687 )
Repayments of short- and long-term obligations
    (125 )     (5,125 )
Net proceeds from issuance of Company common stock
    106       149  
Other, net
    122       5  
Net cash used in continuing operations for financing activities
    (907 )     (7,658 )
                 
Exchange Rate Effect on Cash and Cash Equivalents from Continuing Operations
    852       1,984  
                 
Decrease in Cash and Cash Equivalents from Continuing Operations
    (4,326 )     (6,842 )
Cash and Cash Equivalents at Beginning of Period
    46,950       61,805  
Cash and Cash Equivalents at End of Period
  $ 42,624     $ 54,963  
                 
Non-cash Financing Activities:
               
Issuance of Company common stock
  $ 1,690     $ 657  
                 

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

 
6

 

KADANT INC.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

1.         General
 
The interim condensed consolidated financial statements and related notes presented have been prepared by Kadant Inc. (also referred to in this document as “we,” “Kadant,” “the Company,” or “the Registrant”), 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 March 31, 2012, and its results of operations and cash flows for the three-month periods ended March 31, 2012 and April 2, 2011. 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, 2011 has been derived from the consolidated financial statements that have been audited by the Company’s independent registered public accounting firm. The condensed consolidated financial statements and related notes are presented as permitted by 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, 2011, filed with the Securities and Exchange Commission.

2.
Restricted Cash
 
As of March 31, 2012 and December 31, 2011, the Company had restricted cash of $429,000 and $700,000, respectively. This cash serves as collateral for bank guarantees primarily associated with providing assurance to customers in China that the Company will fulfill certain customer obligations entered into in the normal course of business. All of the bank guarantees will expire by September 30, 2012.

3.         Earnings per Share
 
Basic and diluted earnings per share are calculated as follows:

   
Three Months Ended
 
   
March 31,
   
April 2,
 
(In thousands, except per share amounts)
 
2012
   
2011
 
             
Amounts Attributable to Kadant:
           
Income from Continuing Operations
  $ 7,114     $ 5,795  
Loss from Discontinued Operation
    (61 )     (4 )
Net Income
  $ 7,053     $ 5,791  
                 
Basic Weighted Average Shares
    11,653       12,267  
Effect of Stock Options, Restricted Stock Units and Employee Stock Purchase Plan
    76       141  
Diluted Weighted Average Shares
    11,729       12,408  
                 
Basic Earnings per Share:
               
Continuing Operations
  $ .61     $ .47  
Discontinued Operation
  $ (.01 )   $  
Net Income per Basic Share
  $ .61     $ .47  
                 
Diluted Earnings per Share:
               
Continuing Operations
  $ .61     $ .47  
Discontinued Operation
  $ (.01 )   $  
Net Income per Diluted Share
  $ .60     $ .47  

Options to purchase approximately 107,000 and 25,000 shares of common stock for the first quarters of 2012 and 2011, respectively, were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price for the common stock during the period and the effect of their inclusion would have been anti-dilutive. Unvested restricted stock units equivalent to approximately 112,000 and 136,000 shares of common stock for the first

 
7

 

KADANT INC.

Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
 
3.         Earnings per Share (continued)

quarters of 2012 and 2011, respectively, were not included in the computation of diluted earnings per share because either the effect of their inclusion would have been anti-dilutive, or for unvested performance-based restricted stock units granted in the first quarters of 2012 and 2011, the performance conditions had not been met as of the end of the reporting period.

4.         Inventories
 
The components of inventories are as follows:

   
March 31,
   
December 31,
 
(In thousands)
 
2012
   
2011
 
             
Raw Materials and Supplies
  $ 20,770     $ 20,218  
Work in Process
    10,709       9,383  
Finished Goods
    20,452       20,926  
    $ 51,931     $ 50,527  

5.         Income Taxes
 
The provision for income taxes was $3,138,000 and $2,273,000 in the first quarters of 2012 and 2011, respectively, and represented 31% and 28% of pre-tax income. The effective tax rates were lower than the Company’s statutory rates primarily due to the distribution of worldwide earnings and the expected utilization of foreign tax credits, that were fully reserved in prior periods, due to an increase in estimated current year income in the U.S.
 
The Company has established valuation allowances related to certain domestic and foreign deferred tax assets and tax credits. The valuation allowance as of December 31, 2011 was $21,014,000, consisting of $8,096,000 in the U.S. and $12,918,000 in foreign jurisdictions. Compliance with Accounting Standards Codification (ASC) 740 requires the Company to periodically evaluate the necessity of establishing or adjusting a valuation allowance for deferred tax assets depending on whether it is more likely than not that a related tax benefit will be recognized in future periods. When assessing the need for a valuation allowance in a tax jurisdiction, the Company evaluates the weight of all available evidence to determine whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. As part of this evaluation, the Company considers its cumulative three-year history of earnings before income taxes, taxable income in prior carryback years, future reversals of existing taxable temporary differences, prudent and feasible tax planning strategies, and expected future results of operations. As of March 31, 2012, the Company has maintained a valuation allowance in the U.S. primarily against certain of its foreign tax credits due to the uncertainty of income beyond 2012. The Company’s full valuation allowance in certain foreign jurisdictions was maintained as of March 31, 2012 as a result of certain foreign subsidiaries being in a three-year cumulative loss position and the uncertainty of future profitability.

6.         Short- and Long-Term Obligations
 
Short- and long-term obligations are as follows:

   
March 31,
   
December 31,
 
(In thousands)
 
2012
   
2011
 
             
Revolving Credit Facility, due 2013
  $ 5,000     $ 5,000  
Variable Rate Term Loan, due from 2012 to 2016
     7,125       7,250  
Total Short- and Long-Term Obligations
    12,125       12,250  
Less: Short-Term Obligations and Current Maturities
     (5,500 )      (500 )
Long-Term Obligations, less Current Maturities
  $ 6,625     $ 11,750  


 
8

 

KADANT INC.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

6.         Short- and Long-Term Obligations (continued)

The weighted average interest rate for the Company’s short- and long-term obligations was 5.30% as of March 31, 2012.

As of March 31, 2012, the Company had $69,011,000 of borrowing capacity available under the committed portion of its five-year unsecured revolving credit facility entered into on February 13, 2008 (2008 Credit Agreement). The amount the Company is able to borrow under the 2008 Credit Agreement is the total borrowing capacity less any outstanding borrowings, letters of credit and multi-currency borrowings issued under the 2008 Credit Agreement.

7.         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. 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.
 
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:

   
Three Months
Ended
 
(In thousands)
 
March 31, 2012
 
       
Balance at December 31, 2011
  $ 4,129  
Provision
    228  
Usage
    (528 )
Currency translation
    63  
Balance at March 31, 2012
  $ 3,892  
         
See Note 15 for warranty information related to the discontinued operation.

8.         Restructuring and Other Expense
 
Other Expense
 
In the first quarter of 2012, other expense consisted of accelerated depreciation of $307,000 associated with the anticipated disposal of equipment in China related to a facility consolidation.
 
2011 Restructuring Plan
 
The Company recorded total restructuring costs of $408,000 in the fourth quarter of 2011 in its Papermaking Systems segment consisting of severance and associated costs related to the reduction of 73 employees in China to adjust our cost structure and streamline the Company’s operations.
 
2008 Restructuring Plan
 
The Company recorded total restructuring costs of $4,515,000, including severance and associated costs of $4,130,000 and facility-related costs of $385,000, in prior periods associated with its 2008 Restructuring Plan. These restructuring costs related to the reduction of 329 employees in China, North America, Latin America, and Europe, all in its Papermaking Systems segment. These actions were taken to adjust the Company’s cost structure and streamline its operations in response to the weak economic environment at the time.

 
9

 

KADANT INC.

 
Notes to Condensed Consolidated Financial Statements
(Unaudited)

8.         Restructuring and Other Expense (continued)
 
A summary of the changes in accrued restructuring costs related to the Company’s 2008 and 2011 Restructuring Plans is as follows:
 
(In thousands)
 
Severance
Costs
 
       
2011 Restructuring Plan
     
Balance at December 31, 2011
  $ 408  
Payments
    (126 )
Currency translation
    2  
Balance at March 31, 2012
  $ 284  
         
2008 Restructuring Plan
       
Balance at December 31, 2011
  $ 354  
Payments
    (59 )
Currency translation
    2  
Balance at March 31, 2012
  $ 297  
         
 
The Company expects to pay the remaining accrued restructuring costs as follows: $138,000 in 2012 and $443,000 from 2013 to 2016.

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


   
Three Months Ended
 
   
March 31,
   
April 2,
 
(In thousands)
 
2012
   
2011
 
             
Revenues:
           
Papermaking Systems
  $ 80,150     $ 67,534  
Fiber-based Products
    3,963       4,146  
    $ 84,113     $ 71,680  
                 
Income from Continuing Operations Before Provision for Income Taxes:
               
Papermaking Systems
  $ 12,104     $ 10,697  
Corporate and Fiber-based Products (a)
    (1,714 )     (2,389 )
Total Operating Income
    10,390       8,308  
Interest Expense, Net
    (115 )     (158 )
    $ 10,275     $ 8,150  
                 
Capital Expenditures:
               
Papermaking Systems
  $ 258     $ 1,164  

 (a)         Corporate primarily includes general and administrative expenses.

 
10

 

KADANT INC.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

10.         Stock-Based Compensation
 
Stock-based compensation expense of $1,074,000 and $824,000 was recognized in the first quarters of 2012 and 2011, respectively, within selling, general, and administrative expenses in the accompanying condensed consolidated statement of income. Unrecognized compensation expense related to stock-based compensation totaled approximately $7,967,000 at March 31, 2012, and will be recognized over a weighted average period of 2.2 years.
 
Stock Options
 
On March 7, 2012, the Company granted stock options to purchase 82,717 shares of the Company’s common stock to executive officers of the Company. The stock options have a grant date fair value of $11.69 per share and will vest in three equal annual installments beginning on the first anniversary of the grant date, provided that the executive officer remains employed by the Company on the applicable vesting dates. Compensation expense associated with these stock options is recognized ratably over the vesting period based on the grant date fair value.
 
Non-Employee Director Restricted Stock Units
 
On March 8, 2012, the Company granted an aggregate of 25,000 restricted stock units (RSUs) to its non-employee directors with an aggregate fair value of $548,000, which will vest at a rate of 6,250 shares per quarter on the last day of each quarter in fiscal 2012, provided that the recipient is serving as a director on the applicable vesting date.
 
Performance-Based Restricted Stock Units
 
On March 7, 2012, the Company granted to executive officers of the Company performance-based RSUs, which represented, in aggregate, the right to receive 66,299 shares (the target RSU amount), subject to adjustment, with a grant date fair value of $21.91 per share. The RSUs are subject to adjustment based on the achievement of the performance measure selected for the 2012 fiscal year, which is a specified adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) target generated from continuing operations for the 2012 fiscal year. The RSUs are adjusted by comparing the actual adjusted EBITDA for the performance period to the target adjusted EBITDA. Actual adjusted EBITDA between 50% and 115% of the target adjusted EBITDA results in an adjustment of 50% to 150% of the RSU amount. If actual adjusted EBITDA is below 50% of the target adjusted EBITDA for the 2012 fiscal year, all RSUs will be forfeited. In the first quarter of 2012, the Company recognized compensation expense based on the probable number of RSUs expected to vest, which was 130% of the target RSU amount. Following the adjustment, the RSUs will be subject to additional time-based vesting, and will vest in three equal annual installments on March 10 of 2013,  2014, and 2015, provided that the officer is employed by the Company on the applicable vesting dates.

Each performance-based RSU represents the right to receive one share of the Company’s common stock upon vesting. The Company recognizes compensation expense associated with performance-based RSUs ratably over each vesting tranche based on the grant date fair value.
 
Time-Based Restricted Stock Units
 
On March 7, 2012, the Company granted 68,198 time-based RSUs to certain employees of the Company with a grant date fair value of $21.91 per share. The RSUs generally vest in three equal installments on March 10 of 2013, 2014, and 2015, provided the employee is employed by the Company on the applicable vesting date. Each time-based RSU represents the right to receive one share of the Company’s common stock upon vesting. The Company is recognizing compensation expense associated with these time-based RSUs ratably over the vesting period based on the grant date fair value.

 
11

 

KADANT INC.

 
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 

11.         Employee Benefit Plans
 
The Company sponsors a noncontributory defined benefit retirement plan for the benefit of eligible employees at its Kadant Solutions division and its corporate office (included in the table below in “Pension Benefits”). In addition, employees at certain of the Company’s U.S. and non-U.S. subsidiaries participate in defined benefit retirement and post-retirement welfare benefit plans (included in the table below in “Other Benefits”). The components of the net periodic benefit cost for the pension benefits and other benefits plans are as follows:

   
Three Months Ended
   
Three Months Ended
 
(In thousands)
 
March 31, 2012
   
April 2, 2011
 
   
Pension Benefits
   
Other
Benefits
   
Pension Benefits
   
Other
Benefits
 
                         
Components of Net Periodic Benefit Cost:
                   
Service cost
  $ 262     $ 39     $ 227     $ 38  
Interest cost
    320       58       327       52  
Expected return on plan assets
    (394 )           (353 )      
Recognized net actuarial loss
    154       9       112       7  
Amortization of prior service cost (income)
    14       5       14       (7 )
Net periodic benefit cost
  $ 356     $ 111     $ 327     $ 90  
                                 
The weighted average assumptions used to determine net periodic benefit cost are as follows:
 
                                 
Discount rate
    4.28 %     4.43 %     5.25 %     5.00 %
Expected long-term return on plan assets
    6.25 %           6.25 %      
Rate of compensation increase
    4.00 %     3.48 %     4.00 %     2.90 %

The Company made cash contributions of $240,000 to its Kadant Solutions division’s noncontributory defined benefit retirement plan in the first quarter of 2012 and expects to make cash contributions of $720,000 over the remainder of 2012. For the remaining pension and post-retirement welfare benefits plans, no cash contributions other than to fund current benefit payments are expected in 2012.

12.         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.

ASC 815, “Derivatives and Hedging,” requires that all derivatives be recognized on the 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 accumulated other comprehensive items. These deferred gains and losses are recognized 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 condensed consolidated statement of income.

 
12

 

KADANT INC.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

12.         Derivatives (continued)
 
Interest Rate Swaps
 
The Company entered into interest rate swap agreements in 2008 and 2006 to hedge its exposure to variable-rate debt and has designated these agreements as cash flow hedges. On February 13, 2008, the Company entered into a swap agreement (2008 Swap Agreement) to hedge the exposure to movements in the three-month LIBOR rate on future outstanding debt. The 2008 Swap Agreement has a five-year term and a $15,000,000 notional value, which decreased to $5,000,000 on December 30, 2011. Under the 2008 Swap Agreement, on a quarterly basis the Company receives a three-month LIBOR rate and pays a fixed rate of interest of 3.265% plus the applicable margin. The Company entered into a swap agreement in 2006 (the 2006 Swap Agreement) to convert a portion of the Company’s outstanding debt from a floating to a fixed rate of interest. The swap agreement has the same terms and quarterly payment dates as the corresponding debt, and reduces proportionately in line with the amortization of the debt. Under the 2006 Swap Agreement, the Company receives a three-month LIBOR rate and pays a fixed rate of interest of 5.63% plus an applicable margin. The fair values for these instruments as of March 31, 2012 are included in liabilities, with an offset to accumulated other comprehensive items (net of tax) in the accompanying condensed consolidated balance sheet. The Company has structured these interest rate swap agreements 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 swap agreements is remote based on the Company’s financial position and the creditworthiness of the financial institution issuing the swap agreements.

The counterparty to the swap agreement could demand an early termination of the swap agreement if the Company is in default under the 2008 Credit Agreement, or any agreement that amends or replaces the 2008 Credit Agreement in which the counterparty is a member, and the Company is unable to cure the default. An event of default under the 2008 Credit Agreement includes customary events of default and failure to comply with financial covenants, including a maximum consolidated leverage ratio of 3.5 and a minimum consolidated fixed charge coverage ratio of 1.2. As of March 31, 2012, the Company was in compliance with these covenants. The unrealized loss of $1,308,000 as of March 31, 2012 represents the estimated amount that the Company would pay to 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 currency exposures anticipated 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 values for these instruments are included in other current assets for unrecognized gains and in other current liabilities for unrecognized losses, with an offset in accumulated other comprehensive items (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 values of forward currency-exchange contracts that are not designated as hedges are recorded currently in earnings. The Company recognized losses of $2,000 and $3,000 in the first quarters of 2012 and 2011, respectively, included in selling, general, and administrative expenses associated with forward currency-exchange contracts that were not designated as hedges. 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.

 
13

 

KADANT INC.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

12.         Derivatives (continued)
 
The following table summarizes the fair value of the Company’s derivative instruments designated and not designated as hedging instruments, the notional values of the associated derivative contracts, and the location of these instruments in the condensed consolidated balance sheet:

     
March 31, 2012
   
December 31, 2011
 
 
Balance Sheet
 
Asset
   
Notional
   
Asset
   
Notional
 
(In thousands)
Location
 
(Liability) (a)
   
Amount (b)
   
(Liability) (a)
   
Amount
 
Derivatives Designated as Hedging Instruments:
 
Derivatives in an Asset Position:
                         
Forward currency-exchange contracts
Other Current Assets
  $ 34     $ 421     $ 22     $ 421  
Derivatives in a Liability Position:
                                 
Forward currency-exchange contracts
Other Current Liabilities
  $ (279 )   $ 6,196     $ (462 )   $ 6,635  
Interest rate swap agreements
Other Current Liabilities
  $ (123 )   $ 5,000              
Interest rate swap agreements
Other Long-Term Liabilities
  $ (1,185 )   $ 7,125     $ (1,401 )   $ 12,250  
                                   
Derivatives Not Designated as Hedging Instruments:
 
Derivatives in a Liability Position:
                                 
Forward currency-exchange contracts
Other Current Liabilities
  $ (2 )   $ 504     $ (82 )   $ 1,775  

(a)  
See Note 13 for the fair value measurements related to these financial instruments.
   (b)  
The total notional amount is indicative of the level of the Company’s derivative activity during the first quarter of 2012.
 
The following table summarizes the activity in accumulated other comprehensive items (OCI) associated with the Company’s derivative instruments designated as cash flow hedges as of and for the period ended March 31, 2012:

 
 
(In thousands)
 
Interest Rate Swap Agreements
   
Forward Currency-Exchange Contracts
   
 
Total
 
Unrealized loss, net of tax, at December 31, 2011
  $ 1,166     $ 267     $ 1,433  
Loss reclassified to earnings (a)
    (81 )           (81 )
Loss (gain) recognized in OCI
    21        (104 )      (83 )        
    Unrealized loss, net of tax, at March 31, 2012
  $ 1,106     $  163     $ 1,269  
                         
(a) Included in interest expense in the accompanying condensed consolidated statement of income.
 

As of March 31, 2012, $308,000 of the net unrealized loss included in OCI is expected to be reclassified to earnings over the next twelve months.

 
14

 

KADANT INC.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

13.         Fair Value Measurements
 
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 the 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 March 31, 2012
 
(In thousands)
 
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Assets:
                       
Money market funds and time deposits
  $ 17,273     $     $     $ 17,273  
Forward currency-exchange contracts
  $     $ 34     $     $ 34  
                                 
Liabilities:
                               
Forward currency-exchange contracts
  $     $ 281     $     $ 281  
Interest rate swap agreements
  $     $ 1,308     $     $ 1,308  
       
   
Fair Value as of December 31, 2011
 
(In thousands)
 
Level 1
   
Level 2
   
Level 3
   
Total
 
                                 
Assets:
                               
Money market funds and time deposits
  $ 13,983     $     $     $ 13,983  
Forward currency-exchange contracts
  $     $ 22     $     $ 22  
                                 
Liabilities:
                               
Forward currency-exchange contracts
  $     $ 544     $     $ 544  
Interest rate swap agreements
  $     $ 1,401     $     $ 1,401  
 
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 quarter of 2012. The Company’s financial assets and liabilities carried at fair value include cash equivalents 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 time deposits that are highly liquid and easily tradable. These investments are fair valued using inputs observable in active markets. The fair values of the Company’s interest rate swap agreements are 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. The forward currency-exchange contracts and interest rate swap agreements 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.

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

   
March 31, 2012
   
December 31, 2011
 
   
Carrying
   
Fair
   
Carrying
   
Fair
 
(In thousands)
 
Value
   
Value
   
Value
   
Value
 
                         
Long-term debt obligations
  $ 6,625     $ 6,625     $ 11,750     $ 11,750  
 
The carrying value of long-term debt obligations approximates fair value as the obligations bear variable rates of interest, which adjust quarterly based on prevailing market rates.

 
15

 

KADANT INC.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

14.         Recent Accounting Pronouncements

Comprehensive Income. In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of stockholders’ equity. Instead, the new rule requires an entity to present net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate but consecutive statements. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. In addition, in December 2011, the FASB issued an amendment to this accounting standard which defers the requirement to present certain components of reclassifications of other comprehensive income on the face of the income statement for all periods presented. During the deferral, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect prior to the issuance of this amendment. This new guidance is effective for interim and annual periods beginning after December 15, 2011. The Company adopted this ASU in the first quarter of 2012 and has revised its presentation of comprehensive income in the accompanying condensed consolidated financial statements.

Fair Value Measurements. In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRSs)". ASU No. 2011-04 establishes a number of new requirements for fair value  measurements. These include: (1) a prohibition on grouping financial instruments for purposes of determining fair value, except when an entity manages market and credit risks on the basis of the entity’s net exposure to the group; (2) an extension of the prohibition against the use of a blockage factor to all fair value measurements (that prohibition currently applies only to financial instruments with quoted prices in active markets); and (3) a requirement that for recurring Level 3 fair value measurements, entities disclose quantitative information about unobservable inputs, a description of the valuation process used and qualitative details about the sensitivity of the measurements. In addition, for items not carried at fair value but for which fair value is disclosed, entities will be required to disclose the level within the fair value hierarchy that applies to the fair value measurement disclosed. This ASU is effective for interim and annual periods beginning after December 15, 2011. The Company adopted this ASU in the first quarter of 2012, which did not have an impact on its condensed consolidated financial statements.

15.         Discontinued Operation
 
In 2005, the Company’s Kadant Composites LLC subsidiary (Composites LLC) sold substantially all of its assets to a third party. Through the sale date of October 21, 2005, Composites LLC offered a standard limited warranty to the owner of its decking and roofing products, limited to repair or replacement of the defective product or a refund of the original purchase price. Under the terms of the asset purchase agreement, Composites LLC retained certain liabilities associated with the operation of the business prior to the sale, including the warranty obligations associated with products manufactured prior to the sale date. Composites LLC retained all of the cash proceeds received from the asset sale and continued to administer and pay warranty claims from the sale proceeds into the third quarter of 2007. On September 30, 2007, Composites LLC announced that it no longer had sufficient funds to honor warranty claims, was unable to pay or process warranty claims, and ceased doing business. All activity related to this business is classified in the results of the discontinued operation in the accompanying condensed consolidated financial statements.

On October 24, 2011, the Company, Composites LLC, and other co-defendants entered into an agreement to settle a nationwide class action lawsuit related to allegedly defective composites decking building products manufactured by Composites LLC between April 2002 and October 2003, which was filed and approved in Connecticut state court. As of March 31, 2012, the Company has accrued $2,577,000 for the payment of claims under the settlement. If the actual claims submitted and approved under the settlement agreement exceed the amount of this reserve, the Company will reflect the amount of the additional claims in the results of the discontinued operation in future periods, up to a maximum of $5,000,000 as agreed in the settlement agreement.
 
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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 II, Item 1A, of this Report.

Overview

Company Background
 
We are a leading supplier of equipment used in the global papermaking and paper recycling industries and a manufacturer of granules made from papermaking byproducts. Our continuing operations are comprised of one reportable operating segment: Papermaking 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, and process industries. We have a large customer base that includes most of the world’s major paper manufacturers. We believe our large installed base provides us with a spare parts and consumables business that yields higher margins than our capital equipment business.

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.

Papermaking Systems Segment
 
Our Papermaking Systems segment consists of the following product lines: stock-preparation, fluid-handling, doctoring, and water-management.

 
-
Stock-preparation: custom-engineered systems and equipment, as well as standard individual components, for pulping, de-inking, screening, cleaning, and refining primarily recycled fiber for preparation for entry into the paper machine; recausticizing and evaporation equipment and systems used in the production of virgin pulp;

 
-
Fluid-handling: rotary joints, precision unions, steam and condensate systems, components, and controls used primarily in the dryer section of the papermaking process and during the production of corrugated boxboard, metals, plastics, rubber, textiles, chemicals, and food;

 
-
Doctoring: 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; and profiling systems that control moisture, web curl, and gloss during paper converting; and

 
-
Water-management: 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.

 
17

 

KADANT INC.

Overview (continued)

Fiber-based Products

We produce biodegradable, absorbent granules from papermaking byproducts 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.

Discontinued Operation
 
In 2005, our Kadant Composites LLC subsidiary (Composites LLC) sold substantially all of its assets to a third party. Under the terms of the asset purchase agreement, Composites LLC retained certain liabilities associated with the operation of the business prior to the sale, including the warranty obligations related to products manufactured prior to the sale date. All activity related to this business is classified in the results of the discontinued operation in the accompanying condensed consolidated financial statements.
 
On October 24, 2011, we, our Composites LLC subsidiary, and other co-defendants entered into an agreement to settle a nationwide class action lawsuit related to defective composites decking building products manufactured by Composites LLC between April 2002 and October 2003. For more information regarding litigation arising from these claims, see Part II, Item 1A, “Risk Factors.”

International Sales
 
During the first quarters of 2012 and 2011, approximately 60% and 56%, respectively, of our sales were to customers outside the United States, principally in Europe and China. 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. These contracts hedge transactions principally denominated in U.S. dollars.

Application of Critical Accounting Policies and Estimates
 
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. 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 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.

Critical accounting policies are defined as those that reflect 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 condition 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 I, Item 7, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Securities and Exchange Commission (SEC). There have been no material changes to these critical accounting policies since fiscal year-end 2011 that warrant disclosure.

Industry and Business Outlook
 
Our products are primarily sold to the global pulp and paper industry. In North America, mill operating rates for containerboard and some grades of printing and writing remained in the low to mid-90s and paper pricing was relatively stable in the first quarter of 2012. Overall, we believe that higher mill operating rates lead to increased demand for our spare parts and consumables products. In Europe, despite economic uncertainty in the region, we benefited in the first quarter of 2012 from increased demand for our capital products. Despite a projection of modest contraction in paper and board production in 2012 for Europe, we believe there are opportunities for potential new business in the region, particularly in our fluid-handling product line. In China, we believe the relatively weak market conditions in the region are due to the slowdown in the economy and the large amount of capacity that has come online over the past year. Some of our customers in China have delayed new projects or deferred shipments for orders in our backlog in response to these market conditions.

 
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KADANT INC.

 
Overview (continued)

For the second quarter of 2012, we expect to achieve diluted earnings per share (EPS) from continuing operations of $.50 to $.52, on revenues of $83 to $85 million. For the full year 2012, we expect to achieve diluted EPS from continuing operations of $2.10 to $2.20 on revenues of $335 to $345 million, revised from our previous EPS guidance from continuing operations of $1.95 to $2.05 on revenues of $330 to $340 million.

Results of Operations

First Quarter 2012 Compared With First Quarter 2011

The following table sets forth our unaudited condensed consolidated statement of income expressed as a percentage of total revenues from continuing operations for the first fiscal quarters of 2012 and 2011. The results of operations for the fiscal quarter ended March 31, 2012 are not necessarily indicative of the results to be expected for the full fiscal year.

   
Three Months Ended
 
   
      March 31,
   
April 2,
 
   
2012
   
2011
 
             
Revenues
    100 %     100 %
                 
Costs and Operating Expenses:
               
Cost of revenues
    55       52  
Selling, general, and administrative expenses
    31       34  
Research and development expenses
    2       2  
Other expense
     –        –  
       88        88  
                 
Operating Income
    12       12  
                 
Interest Income
           
Interest Expense
     –        (1 )
                 
Income from Continuing Operations Before Provision for Income Taxes
    12       11  
Provision for Income Taxes
     (4 )      (3 )
                 
Income from Continuing Operations
    8 %     8 %

Revenues
 
Revenues for the first quarters of 2012 and 2011 from our Papermaking Systems segment and Fiber-based Products business are as follows:

   
Three Months Ended
 
   
March 31,
   
April 2,
 
(In thousands)
 
2012
   
2011
 
             
Revenues:
           
Papermaking Systems
  $ 80,150     $ 67,534  
Fiber-based Products
    3,963       4,146  
    $ 84,113     $ 71,680  


 
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KADANT INC.

Results of Operations (continued)

Papermaking Systems Segment. Revenues increased $12.6 million, or 19%, to $80.1 million in the first quarter of 2012 from $67.5 million in the first quarter of 2011, including a $1.6 million increase from Kadant M-Clean, which we acquired in May 2011 and a $0.9 million decrease from the unfavorable effects of currency translation. Revenues in our stock-preparation product line increased $9.4 million, or 40%, and our water-management product line increased $4.0 million, or 59%, due to increased spending by our customers on large capital equipment. As a percentage of total revenues, our capital products increased to 44% in the first quarter of 2012 from 34% in the first quarter of 2011.
 
Fiber-based Products. Revenues decreased $0.2 million, or 4%, to $4.0 million in the first quarter of 2012 from $4.2 million in the first quarter of 2011 primarily due to decreased 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 quarters of 2012 and 2011, and the changes in revenues by product line between the first quarters of 2012 and 2011 excluding the effect of currency translation. The increase (decrease) in revenues excluding the effect of currency translation represents the increase (decrease) resulting from the conversion of first quarter of 2012 revenues in local currency into U.S. dollars at the first quarter of 2011 exchange rates, and then comparing this result to the actual revenues in the first quarter of 2011. The presentation of the changes in revenues by product line excluding the effect of currency translation is a non-GAAP (generally accepted accounting principles) measure. We believe this non-GAAP measure helps investors gain a better understanding of our underlying operations, consistent with how management measures and forecasts our 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
   
Increase
(Decrease)
Excluding
Effect of
 
 
(In millions)
 
March 31,
2012
   
April 2,
2011
   
Increase (Decrease)
   
Currency
Translation
 
                         
Papermaking Systems Product Lines:
                       
Stock-Preparation
  $ 32.7     $ 23.3     $ 9.4     $ 9.4  
Fluid-Handling
    22.4       22.6       (0.2 )     0.1  
Doctoring
    13.6       14.1       (0.5 )     (0.2 )
Water-Management
    10.8       6.8       4.0       4.2  
Other
    0.6       0.7        (0.1 )      –  
    $ 80.1     $ 67.5     $ 12.6     $ 13.5  
 
 
Revenues in our stock-preparation product line in the first quarter of 2012 increased $9.4 million, or 40%, compared to the first quarter of 2011, due to higher demand for our capital products at our North American operation, and to a lesser extent, our European and Chinese operations. Revenues from our water-management product line in the first quarter of 2012 increased $4.2 million, or 61%, excluding a $0.2 million unfavorable effect of currency translation, compared to the prior year period primarily due to a $1.6 million increase from Kadant M-Clean, acquired in May 2011, and an increase in demand for our capital products at our European and North American operations. Revenues from our doctoring product line in the first quarter of 2012 decreased $0.2 million, or 1%, excluding a $0.3 million unfavorable effect of currency translation, compared to the prior year period primarily due to decreased demand for our capital products in China. In our fluid-handling product line, revenues in the first quarter of 2012 increased $0.1 million, excluding a $0.3 million unfavorable effect of currency translation, compared to the prior year period primarily due to higher demand for our parts and consumables products.

 
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KADANT INC.

Results of Operations (continued)

Gross Profit Margin
 
         Gross profit margins for the first quarters of 2012 and 2011 are as follows:

   
Three Months Ended
 
   
March 31,
   
April 2,
 
   
2012
   
2011
 
             
Gross Profit Margin:
           
Papermaking Systems
    45.1 %     47.4 %
Fiber-based Products
    56.3       50.8  
      45.6 %     47.6 %

Papermaking Systems Segment. The gross profit margin in the Papermaking Systems segment decreased to 45.1% in the first quarter of 2012 from 47.4% in the first quarter of 2011. This decrease resulted from lower gross profit margins, primarily in our stock-preparation and water-management product lines, due to a shift in our product mix towards lower-margin capital products. Partially offsetting this decrease was an increase in gross profit margins due to improved efficiencies at certain of our manufacturing facilities.

Fiber-based Products. The gross profit margin in our Fiber-based Products business increased to 56.3% in the first quarter of 2012 from 50.8% in the first quarter of 2011 due to lower production costs.

Operating Expenses
 
Selling, general, and administrative expenses as a percentage of revenues were 31% and 34% in the first quarters of 2012 and 2011, respectively. Selling, general, and administrative expenses increased $1.6 million, or 7%, to $26.1 million in the first quarter of 2012 from $24.5 million in the first quarter of 2011, primarily due to a $1.1 million increase from Kadant M-Clean, acquired in May 2011.

Total stock-based compensation expense was $1.1 million and $0.8 million in the first quarters of 2012 and 2011, respectively, and is included in selling, general, and administrative expenses in the accompanying condensed consolidated statement of income. As of March 31, 2012, unrecognized compensation cost related to stock-based compensation was approximately $8.0 million, which will be recognized over a weighted average period of 2.2 years.

Research and development expenses increased $0.2 million to $1.5 million in the first quarter of 2012 compared to $1.3 million in the first quarter of 2011 and represented 2% of revenues in both periods.

Other Expense
 
We recorded accelerated depreciation of $0.3 million in the first quarter of 2012 due to the anticipated disposal of equipment in China related to a facility consolidation.

Interest Income
 
Interest income was $0.1 million in both the first quarters of 2012 and 2011.

Interest Expense
 
Interest expense decreased $0.1 million, or 19%, to $0.2 million in the first quarter of 2012 from $0.3 million in the first quarter of 2011 due to lower outstanding borrowings, offset in part by higher average interest rates in the first quarter of 2012 compared to the prior year period.

 
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KADANT INC.

 
Results of Operations (continued)

Provision for Income Taxes
 
Our provision for income taxes was $3.1 million and $2.3 million in the first quarters of 2012 and 2011, respectively, and represented 31% and 28% of pre-tax income. The effective tax rates were lower than the our statutory rate primarily due to the distribution of worldwide earnings and the expected utilization of foreign tax credits, that were fully reserved in prior periods, due to an increase in estimated current year income in the U.S.

We have established valuation allowances related to certain domestic and foreign deferred tax assets and tax credits. The valuation allowance as of December 31, 2011 was $21.0 million, consisting of $8.1 million in the U.S. and $12.9 million in foreign jurisdictions. Compliance with Accounting Standards Codification 740 requires us to periodically evaluate the necessity of establishing or adjusting a valuation allowance for deferred tax assets depending on whether it is more likely than not that a related tax benefit will be recognized in future periods. When assessing the need for a valuation allowance in a tax jurisdiction, we evaluate the weight of all available evidence to determine whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. As part of this evaluation, we consider our cumulative three-year history of earnings before income taxes, taxable income in prior carryback years, future reversals of existing taxable temporary differences, prudent and feasible tax planning strategies, and expected future results of operations. As of March 31, 2012, we have maintained a valuation allowance in the U.S. primarily against certain of its foreign tax credits due to the uncertainty of income beyond 2012. Our full valuation allowance in certain foreign jurisdictions was maintained as of March 31, 2012 as a result of certain foreign subsidiaries being in a three-year cumulative loss position and the uncertainty of future profitability.

Income from Continuing Operations
 
Income from continuing operations increased $1.2 million to $7.1 million in the first quarter of 2012 from $5.9 million in the first quarter of 2011. The increase in the 2012 period was primarily due to an increase in operating income of $2.1 million. (see Revenues and Gross Profit Margin discussed above). This increase was offset in part by a $0.8 million increase in our provision for income taxes primarily as a result of an increase in pre-tax income in the first quarter of 2012 compared to the prior year period.  
 
Loss from Discontinued Operation
 
Loss from the discontinued operation was $61 thousand and $4 thousand in the first quarters of 2012 and 2011, respectively.
 
Recent Accounting Pronouncements
 
    Comprehensive Income. In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of stockholders’ equity. Instead, the new rule requires an entity to present net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate but consecutive statements. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. In addition, in December 2011, the FASB issued an amendment to this accounting standard which defers the requirement to present certain components of reclassifications of other comprehensive income on the face of the income statement for all periods presented. During the deferral, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect prior to the issuance of this amendment. This new guidance is effective for interim and annual periods beginning after December 15, 2011. We adopted this ASU in the first quarter of 2012 and have revised our presentation of comprehensive income in the accompanying condensed consolidated financial statements.

 
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KADANT INC.

 
Results of Operations (continued)

Fair Value Measurements. In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRSs)". ASU No. 2011-04 establishes a number of new requirements for fair value  measurements. These include: (1) a prohibition on grouping financial instruments for purposes of determining fair value, except when an entity manages market and credit risks on the basis of the entity’s net exposure to the group; (2) an extension of the prohibition against the use of a blockage factor to all fair value measurements (that prohibition currently applies only to financial instruments with quoted prices in active markets); and (3) a requirement that for recurring Level 3 fair value measurements, entities disclose quantitative information about unobservable inputs, a description of the valuation process used and qualitative details about the sensitivity of the measurements. In addition, for items not carried at fair value but for which fair value is disclosed, entities will be required to disclose the level within the fair value hierarchy that applies to the fair value measurement disclosed. This ASU is effective for interim and annual periods beginning after December 15, 2011. We adopted this ASU in the first quarter of 2012, which did not have an impact on our condensed consolidated financial statements.

Liquidity and Capital Resources

Consolidated working capital, including the discontinued operation, was $83.3 million at March 31, 2012, compared with $78.5 million at December 31, 2011. Included in working capital are cash and cash equivalents of $42.6 million and restricted cash of $0.4 million at March 31, 2012, compared with cash and cash equivalents of $47.0 million and restricted cash of $0.7 million at December 31, 2011. At March 31, 2012, $36.6 million of cash and cash equivalents were held by our foreign subsidiaries.

First Quarter 2012
 
Our operating activities used cash of $4.1 million in the first quarter of 2012, primarily from our continuing operations. We used cash of $8.7 million in the first quarter of 2012 to settle other current liabilities, including a payment of $7.7 million associated with incentive payments. In addition, an increase in unbilled contract costs and fees used cash of $5.2 million in the first quarter of 2012. This increase was associated with revenue recognized under the percentage of completion method, which will be billed and collected in subsequent periods.

Our investing activities used cash of $0.2 million in the first quarter of 2012, including $0.3 million to purchase property, plant, and equipment, offset in part by $0.1 million of proceeds from the sale of property, plant, and equipment.

Our financing activities used cash of $0.9 million in the first quarter of 2012, including $1.3 million for the repurchase of our common stock on the open market and $0.1 million for principal payments on our debt obligations. These uses of cash were offset in part by a decrease of $0.3 million in restricted cash.
 

First Quarter 2011
 
Our operating activities provided cash of $0.4 million in the first quarter of 2011. We used cash of $8.8 million to increase our inventories primarily in connection with the manufacture of large stock-preparation systems scheduled for delivery later in the year. In addition, an increase in other current assets primarily due to prepayments to raw material suppliers in the first quarter of 2011 used cash of $2.4 million. Partially offsetting these uses of cash was an increase in other current liabilities associated primarily with the receipt of customer deposits, which provided cash of $2.8 million.

Our investing activities used cash of $1.5 million in the first quarter of 2011. We used cash of $1.2 million to purchase property, plant, and equipment and $0.4 million to pay additional consideration related to prior period acquisitions.

Our financing activities used cash of $7.7 million in the first quarter of 2011. We used cash of $5.1 million for principal payments on our debt obligations and designated $2.7 million of cash as restricted for use as collateral for bank guarantees.

 
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KADANT INC.

Liquidity and Capital Resources (continued)

Revolving Credit Facility
 
On February 13, 2008, we entered into a five-year unsecured revolving credit facility (2008 Credit Agreement) in the aggregate principal amount of up to $75 million. As of March 31, 2012, the outstanding balance borrowed under the 2008 Credit Agreement was $5.0 million. The principal on any borrowings made under the 2008 Credit Agreement is due on February 13, 2013. The amount we are able to borrow under the 2008 Credit Agreement is the total borrowing capacity less any outstanding borrowings, letters of credit and multi-currency borrowings issued under the 2008 Credit Agreement. As of March 31, 2012, we had $69.0 million of borrowing capacity available under the committed portion of the 2008 Credit Agreement.
 
Our obligations under the 2008 Credit Agreement may be accelerated upon the occurrence of an event of default under the 2008 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, uninsured judgments and the failure to pay certain indebtedness, and a change of control default.

The 2008 Credit Agreement contains negative covenants applicable to us and our subsidiaries, including financial covenants requiring us to comply with a maximum consolidated leverage ratio of 3.5 and a minimum consolidated fixed charge coverage ratio of 1.2, 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 the discontinued operation. As of March 31, 2012, we were in compliance with these covenants.

Commercial Real Estate Loan
 
On May 4, 2006, we borrowed $10 million under a promissory note (2006 Commercial Real Estate Loan). The 2006 Commercial Real Estate Loan is repayable in quarterly installments of $125 thousand over a ten-year period with the remaining principal balance of $5 million due upon maturity. As of March 31, 2012, the remaining balance on the 2006 Commercial Real Estate Loan was $7.1 million.

Our obligations under the 2006 Commercial Real Estate Loan may be accelerated upon the occurrence of an event of default under the 2006 Commercial Real Estate Loan and the mortgage and security agreements, which includes customary events of default including, without limitation, payment defaults, defaults in the performance of covenants and obligations, the inaccuracy of representations or warranties, bankruptcy- and insolvency-related defaults, liens on the properties or collateral and uninsured judgments. In addition, the occurrence of an event of default under the 2008 Credit Agreement or any successor credit facility would be an event of default under the 2006 Commercial Real Estate Loan.

Interest Rate Swap Agreements
 
To hedge the exposure to movements in the three-month LIBOR rate on outstanding debt, on February 13, 2008, we entered into a swap agreement (2008 Swap Agreement). The 2008 Swap Agreement has a five-year term and a $15 million notional value, which decreased to $5 million on December 30, 2011. Under the 2008 Swap Agreement, on a quarterly basis we receive a three-month LIBOR rate and pay a fixed rate of interest of 3.265%. We also entered into a swap agreement in 2006 (2006 Swap Agreement) to convert the 2006 Commercial Real Estate Loan from a floating to a fixed rate of interest. The 2006 Swap Agreement has the same terms and quarterly payment dates as the corresponding debt, and reduces proportionately in line with the amortization of the 2006 Commercial Real Estate Loan. Under the 2006 Swap Agreement, we receive a three-month LIBOR rate

 
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KADANT INC.

Liquidity and Capital Resources (continued)

and pay a fixed rate of interest of 5.63% plus an applicable margin. As of March 31, 2012, all of our outstanding debt was hedged through interest rate swap agreements, which had an unrealized loss of $1.3 million. Our management believes that any credit risk associated with the 2006 and 2008 Swap Agreements is remote based on our financial position and the creditworthiness of the financial institution issuing the swap agreements.

The counterparty to the swap agreement could demand an early termination of the swap agreement if we are in default under the 2008 Credit Agreement, or any agreement that amends or replaces the 2008 Credit Agreement in which the counterparty is a member, and we are unable to cure the default. An event of default under the 2008 Credit Agreement includes customary events of default and failure to comply with financial covenants, including a maximum consolidated leverage ratio of 3.5 and a minimum consolidated fixed charge coverage ratio of 1.2. The unrealized loss of $1.3 million as of March 31, 2012 represents the estimated amount that we would pay to the counterparty in the event of an early termination.
 
Additional Liquidity and Capital Resources
 
On October 26, 2011, our board of directors approved the repurchase by us of up to $30 million of our equity securities during the period from November 6, 2011 to November 6, 2012. As of March 31, 2012, we had repurchased 288,976 shares of our common stock for $6.1 million under this authorization.

It is our intention to reinvest indefinitely the earnings of our international subsidiaries in order to support the current and future capital needs of their operations. Through March 31, 2012, we have not provided for U.S. income taxes on approximately $118.6 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 $1.2 million.

As of March 31, 2012, we have accrued $2.6 million for the payment of claims under the settlement of the class action lawsuit related to our discontinued composites building products business. If the actual claims submitted and approved under the settlement agreement exceed the amount of this reserve, we will reflect the amount of the additional claims in the results of the discontinued operation in future periods, up to a maximum of $5.0 million as agreed to in the settlement agreement.

Although we currently have no material commitments for capital expenditures, we plan to make expenditures of approximately $6 to $7 million during the remainder of 2012 for property, plant, and equipment. In April 2012, we paid $0.7 million in legal fees and incentives as agreed to in the settlement agreement associated with the discontinued composites building products business. In addition, we expect to make cash contributions of $0.7 million to our Kadant Solutions division’s noncontributory defined benefit retirement plan during the remainder of 2012.

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, stock repurchases, claims related to the discontinued composites building products business, or additional acquisitions, if any. We believe that our existing resources, together with the cash available from our credit facilities and the cash we expect to generate from continuing operations, will be sufficient to meet the capital requirements of our current operations for the foreseeable future.

 
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KADANT INC.

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 year-end 2011 as disclosed in Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, 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 March 31, 2012. 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 March 31, 2012, our Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2012, 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 March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 
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KADANT INC.

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

 
Not applicable.

Item 1A – Risk Factors

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we wish to caution readers that the following important factors, among others, in some cases have affected, and in the future could affect, our actual results and could cause our actual results in 2012 and beyond to differ materially from those expressed in any forward-looking statements made by us, or on our behalf.
 
Our business is dependent on worldwide and local economic conditions as well as the condition of the pulp and paper industry.
 
We sell products worldwide primarily to the pulp and paper industry, which is a cyclical industry. Generally, the financial condition of the global pulp and paper industry corresponds to general worldwide economic conditions, as well as to a number of other factors, including pulp and paper production capacity relative to demand in the geographic markets in which we compete. Uncertainty about continuing economic stability and the potential for another recession became heightened in the second half of 2011 and continues into 2012. Uncertainty regarding the European economy due to the risk of sovereign debt defaults by certain European countries and the costs associated with resolving the sovereign debt crisis have negatively affected, and may in the future negatively affect, demand for our customers’ products, and as a consequence, our products and services as well. Our business and financial performance was adversely affected by the global economic crisis in 2008 and 2009 and would be negatively affected by a return of economic uncertainty, either globally or regionally. Uncertainty about global and regional economic conditions negatively affects demand for our customers’ products and for our products and services, especially our capital equipment products. Also, uncertainty regarding economic conditions has caused, and may in the future cause, liquidity and credit issues for many businesses, including our customers in the pulp and paper industry as well as other industries, and may result in their inability to fund projects, capacity expansion plans, and to some extent, routine operations and capital expenditures. These conditions have resulted, and may in the future result, in a number of structural changes in the pulp and paper industry, including decreased spending, mill closures, consolidations, and bankruptcies, all of which negatively affect our business, revenue, and profitability. Financial and economic turmoil affecting the worldwide economy or the banking system and financial markets, in particular, due to political or economic developments could cause the expectations for our business to differ materially in the future.
Our financial performance will be negatively impacted if there are delays in customers securing financing or our customers become unable to secure such financing, due to any number of factors including a tightening of monetary policy. The inability of our customers to obtain credit may affect our ability to recognize revenue and income, particularly on large capital equipment orders from new customers for which we may require letters of credit. We may also be unable to issue letters of credit to our customers, which are required in some cases to guarantee performance, during periods of economic uncertainty.
Paper producers have been, and may in the future be, negatively affected by higher operating costs. Paper companies curtail their capital and operating spending during periods of economic uncertainty and are cautious about resuming spending as market conditions improve. As paper companies consolidate operations in response to market weakness, they frequently reduce capacity, increase downtime, defer maintenance and upgrades, and postpone or even cancel capacity addition or expansion projects. It is difficult to accurately forecast our revenues and earnings per share during periods of economic uncertainty.
 
A significant portion of our international sales has, and may in the future, come from China and we operate several manufacturing facilities in China, which exposes us to political, economic, operational and other risks.
 
We have historically had significant revenues from China, operate significant manufacturing facilities in China, and manufacture and source equipment and components from China. As a result, we are exposed to increased risk in the event of economic slowdowns, changes in the policies of the Chinese government, political unrest, unstable economic conditions, or other developments in China or in U.S.-China relations that are adverse to trade, including enactment of protectionist legislation or trade or currency restrictions. Policies of the Chinese government to target slower economic growth to avoid inflation may negatively affect our business in China if customers are unable to expand capacity or obtain financing for expansion or improvement projects.
 Our bookings activity from China tends to be more variable than in other geographic regions, as the China pulp and paper industry historically has experienced, and in the future may experience, periods of significant capacity expansion to meet demand followed by a period of stagnant activity while overcapacity is absorbed. These cycles result in periods of significant bookings activity for our capital products and increased revenues followed by a significant decrease in bookings or potential delays in shipments and order placements by our customers as they attempt to balance supply and demand. As a consequence, our bookings and revenues in China tend to be uneven and difficult to predict. Paper companies in China have brought and are scheduled to bring online significant capacity additions; however, this capacity growth has been uneven and the larger paper producers have delayed, and may in the future delay, additional new capacity start-ups in reaction to softer market conditions. In general, as significant capacity additions come online and the economic growth rate slows, paper producers have deferred and could in the future defer further investments or the delivery of previously-ordered equipment until the market absorbs the new production. This has negatively affected our bookings and revenues in China in the last two fiscal quarters, and may in the future negatively affect our bookings and revenues in China.
In addition, orders from customers in China, particularly for large stock-preparation systems that have been tailored to a customer’s specific requirements, have credit risks higher than we generally incur elsewhere, and some orders are subject to the receipt of financing approvals from the Chinese government or can be impacted by the availability of credit and more restrictive monetary policies. For this reason, we generally do not record signed contracts from customers in China for large stock-preparation systems as orders until we receive the down payments for such contracts. The timing of the receipt of these orders and the down payments are uncertain and there is no assurance that we will be able to recognize revenue on these contracts. Delays in the receipt of payments and letters of credit affect when revenues can be recognized on these contracts, making it difficult to accurately forecast our future financial performance. We may experience a loss if a contract is cancelled prior to the receipt of a down payment in the event we commence engineering or other work associated with the contract. We currently have a larger inventory than usual awaiting shipment to customers. We could have excess and obsolete inventory if contracts are cancelled and we cannot re-sell the equipment. In addition, we may experience a loss if the contract is cancelled, or the customer does not fulfill its obligations under the contract, prior to the receipt of a letter of credit or final payments covering the remaining balance of the contract. In those instances in which a letter of credit is required, it may represent 80% or more of the total order.
We recognize revenue for certain capital orders in China using the completed contract method. In some cases, we will be unable to recognize any revenue on completed orders until after installation or acceptance of the equipment. Furthermore, customers in China often demand that deliveries of previously-ordered equipment be delayed to future periods for any number of reasons. These factors have caused, and will in the future cause, our revenues recognized in China to vary greatly from period to period and be difficult to predict.
 
We may be unable to adjust operating costs and manufacturing sufficiently in China to meet demand.
 
The demand for our products in China can vary significantly from period to period. For example, we experienced a large increase in demand for our stock-preparation products in China in late 2010 and early 2011, which was followed by lower bookings levels in the second half of 2011 and early 2012. In periods of increased demand we may hire additional workers and may shift some production to our other manufacturing plants outside China. If we are unable to meet increased demand we could be exposed to contractual penalties and our business and reputation could suffer. In addition, shifting to higher-cost production facilities outside China generally reduces our gross profit margins on these products. In periods of lower demand, we may seek to furlough or lay off workers or consolidate production in our manufacturing plants in China. We may be unable to adjust our operations to meet demand for a number of reasons, including our inability to obtain necessary government or labor union approvals. Our financial performance could suffer if we were unable to sufficiently adjust our operating costs or manufacturing to meet demand.
 
 
27

 
Commodity or component price increases and significant shortages of commodities and component products may adversely impact our financial results or our ability to meet commitments to customers.
 
We use steel, stainless steel, brass, bronze, and other commodities to manufacture our products. We also use natural gas in the production of our fiber-based granular products. As a result, unanticipated increases in the prices of such commodities could increase our costs more than expected, negatively impacting our business, results of operations and financial condition if we are unable to fully offset the effect of these increased costs through price increases, productivity improvements, or cost reduction programs.
We rely on suppliers to secure commodity and component products required for the manufacture of our products. A disruption in deliveries to or from suppliers or decreased availability of such components or commodities could have an adverse effect on our ability to meet our commitments to customers or increase our operating costs. We believe our sources of raw materials and component products will generally be sufficient for our needs in the foreseeable future. However, our business, results of operations or financial condition could be negatively impacted if supply is insufficient for our operations.
We are dependent on two paper mills for the fiber used in the manufacture of our fiber-based granular products. From time to time we have experienced, and may in the future experience, some difficulty obtaining sufficient raw material to operate at optimal production levels. We continue to work with the mills to ensure a stable supply of raw material. To date, we have been able to meet all of our customer delivery requirements, but there can be no assurance that we will be able to meet future delivery requirements. Although we believe our relationships with the mills are good, the mills could decide not to continue to supply sufficient papermaking byproducts, or may not agree to continue to supply such products on commercially reasonable terms. If the mills were unable or unwilling to supply us sufficient fiber, we would be forced to find one or more alternative sources of supply of this raw material. We may be unable to find alternative supplies on commercially reasonable terms or could incur excessive transportation costs if an alternative supplier were found, which would increase our manufacturing costs, and might prevent prices for our products from being competitive or require closure of this business.
 
Our business is subject to economic, currency, political, and other risks associated with international sales and operations.
 
During the first quarters of 2012 and 2011, approximately 60% and 56%, respectively, of our sales were to customers outside the United States, principally in Europe and China. In addition, we operate several manufacturing operations worldwide, including those in China, Europe, Mexico, and Brazil. International revenues and operations are subject to a number of risks, including the following:
 
agreements may be difficult to enforce and receivables difficult to collect through a foreign country’s legal system,
 
foreign customers may have longer payment cycles,
 
foreign countries may impose additional withholding taxes or otherwise tax our foreign income, impose tariffs, adopt other restrictions on foreign trade, impose currency restrictions or enact other protectionist or anti-trade measures,
 
worsening economic conditions may result in worker unrest, labor actions, and potential work stoppages,
 
political unrest, such as that currently occurring in North Africa and the Middle East, may disrupt commercial activities of ours or our customers,
 
it may be difficult to repatriate funds, due to unfavorable domestic and foreign tax consequences or other restrictions or limitations imposed by foreign governments, and
 
the protection of intellectual property in foreign countries may be more difficult to enforce.
 
Although we seek to charge our customers in the same currency in which our operating costs are incurred, fluctuations in currency exchange rates may affect product demand and adversely affect the profitability in U.S. dollars of products we provide in international markets. In addition, our inability to repatriate funds could adversely affect our ability to service our debt obligations. Any of these factors could have a material adverse impact on our business and results of operations. Furthermore, while some risks can be hedged using derivatives or other financial instruments, or may be insurable, such attempts to mitigate these risks may be costly and not always successful.
 
We are subject to intense competition in all our markets.
 
We believe that the principal competitive factors affecting the markets for our products include quality, price, service, technical expertise, and product performance and innovation. Our competitors include a number of large multinational corporations that may have substantially greater financial, marketing, and other resources than we do. As a result, they may be able to adapt more quickly to new or emerging technologies and changes in customer requirements, or to devote greater resources to the promotion and sale of their services and products. Competitors’ technologies may prove to be superior to ours. Our current products, those under development, and our ability to develop new technologies may not be sufficient to enable us to compete effectively. Competition, especially in China, has increased as new companies enter the market and existing competitors expand their product lines and manufacturing operations.
 
Adverse changes to the soundness of our suppliers and customers could affect our business and results of operations.
 
All of our businesses are exposed to risk associated with the creditworthiness of our key suppliers and customers, including pulp and paper manufacturers and other industrial customers, many of which may be adversely affected by volatile conditions in the financial markets, worldwide economic downturns, and difficult economic conditions. These conditions could result in financial instability, bankruptcy, or other adverse effects at any of our suppliers or customers. The consequences of such adverse effects could include the interruption of production at the facilities of our suppliers, the reduction, delay or cancellation of customer orders, delays in or the inability of customers to obtain financing to purchase our products, and bankruptcy of customers or other creditors. Any adverse changes to the soundness of our suppliers or customers may adversely affect our cash flow, profitability and financial condition.
 
Changes in our effective tax rate may impact our results of operations.
 
We derive a significant portion of our revenue and earnings from our international operations, and are subject to income and other taxes in the U.S. and numerous foreign jurisdictions. A number of factors may increase our effective tax rate, including: increases in tax rates in various jurisdictions; unanticipated decreases in the amount of profit in jurisdictions with low statutory tax rates; the resolution of issues arising from tax audits with various tax authorities; changes in the valuation of our deferred tax assets and liabilities; adjustments to income taxes upon finalization of various tax returns; increases in expenses not deductible for tax purposes, including impairments of goodwill in connection with acquisitions; changes in available tax credits or our ability to utilize foreign tax credits; and changes in tax laws or the interpretation of such tax laws. Any significant increase in our future effective tax rates would adversely impact our net income for future periods.
 
We may be required to reorganize our operations in response to changing conditions in the worldwide economy and the pulp and paper industry, and such actions may require significant expenditures and may not be successful.
 
We have undertaken various restructuring measures in the past in response to changing market conditions in the countries in which we operate and in the pulp and paper industry in general, which have affected our business. We may engage in additional cost reduction programs in the future. We may not recoup the costs of programs we have already initiated, or other programs in which we may decide to engage in the future, the costs of which may be significant. In connection with any future plant closures, delays or failures in the transition of production from existing facilities to our other facilities in other geographic regions could also adversely affect our results of operations. In addition, it is difficult to accurately forecast our financial performance in periods of economic uncertainty in a region or globally, and the efforts we have made or may make to align our cost structure may not be sufficient or able to keep pace with rapidly changing business conditions. Our profitability may decline if our restructuring efforts do not sufficiently reduce our future costs and position us to maintain or increase our sales.
 
 
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 Adverse changes to the soundness of financial institutions could affect us.
 
We have relationships with many financial institutions, including lenders under our credit facilities and insurance underwriters, and from time to time, we execute transactions with counterparties in the financial industry, such as our interest rate swap arrangements and other hedging transactions. As a consequence of volatility in the financial markets, these financial institutions or counterparties could be adversely affected and we may not be able to access credit facilities in the future, complete transactions as intended, or otherwise obtain the benefit of the arrangements we have entered into with such financial parties, which could adversely affect our business and results of operations.
 
Our debt may adversely affect our cash flow and may restrict our investment opportunities.
 
In 2008, we entered into a five-year unsecured revolving credit facility (2008 Credit Agreement) in the aggregate principal amount of up to $75 million. The 2008 Credit Agreement also includes an uncommitted unsecured incremental borrowing facility of up to an additional $75 million. We had $5 million outstanding under the 2008 Credit Agreement as of March 31, 2012 and we have also borrowed additional amounts under other agreements to fund our operations. We may also obtain additional long-term debt and working capital lines of credit to meet future financing needs, which would have the effect of increasing our total leverage. Our indebtedness could have negative consequences, including:
 
increasing our vulnerability to adverse economic and industry conditions,
 
limiting our ability to obtain additional financing,
 
limiting our ability to pay dividends on or to repurchase our capital stock,
 
limiting our ability to complete a merger or an acquisition,
 
limiting our ability to acquire new products and technologies through acquisitions or licensing agreements, and
 
limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete.
 
Our existing indebtedness bears interest at floating rates and as a result, our interest payment obligations on our indebtedness will increase if interest rates increase. As of March 31, 2012, all of our outstanding floating rate debt was hedged through interest rate swap agreements. The unrealized loss associated with these swap agreements was $1.3 million as of March 31, 2012. This unrealized loss represents the estimated amount for which the swap agreements could be settled. The counterparty to the swap agreements could demand an early termination of the swap agreements if we are in default under the 2008 Credit Agreement, or any agreement that amends or replaces the 2008 Credit Agreement in which the counterparty is a member, and we are unable to cure the default. If these swap agreements were terminated prior to the scheduled maturity date and if we were required to pay cash for the value of the swap, we would incur a loss, which would adversely affect our financial results.
 Our ability to satisfy our obligations and to reduce our total debt depends on our future operating performance and on economic, financial, competitive, and other factors beyond our control. Our business may not generate sufficient cash flows to meet these obligations or to successfully execute our business strategy. The 2008 Credit Agreement includes certain financial covenants, and our failure to comply with these covenants could result in an event of default under the 2008 Credit Agreement, the swap agreements, and our other credit facilities, and would have significant negative consequences for our current operations and our future ability to fund our operations and grow our business. If we are unable to service our debt and fund our business, we may be forced to reduce or delay capital expenditures or research and development expenditures, seek additional financing or equity capital, restructure or refinance our debt, or sell assets.
 
Restrictions in our 2008 Credit Agreement may limit our activities.
 
Our 2008 Credit Agreement contains, and future debt instruments to which we may become subject may contain, restrictive covenants that limit our ability to engage in activities that could otherwise benefit us, including restrictions on our ability and the ability of our subsidiaries to:
 
incur additional indebtedness,
 
pay dividends on, redeem, or repurchase our capital stock,
 
make investments,
 
create liens,
 
sell assets,
 
enter into transactions with affiliates, and
 
consolidate, merge, or transfer all or substantially all of our assets and the assets of our subsidiaries.
 
We are also required to meet specified financial covenants under the terms of our 2008 Credit Agreement. Our ability to comply with these financial restrictions and covenants is dependent on our future performance, which is subject to prevailing economic conditions and other factors, including factors that are beyond our control such as currency exchange rates, interest rates, changes in technology, and changes in the level of competition. Our failure to comply with any of these restrictions or covenants may result in an event of default under our 2008 Credit Agreement and other loan obligations, which could permit acceleration of the debt under those instruments and require us to repay the debt before its scheduled due date. If an event of default were to occur, we might not have sufficient funds available to make the payments required under our indebtedness. If we are unable to repay amounts owed under our debt agreements, those lenders may be entitled to foreclose on and sell the collateral that secures our borrowings under the agreements.
 
An increase in our reserve for claims to be paid in litigation involving our composites building products business could have a material adverse effect on our consolidated financial results.
 
In 2005, our Composites LLC subsidiary sold substantially all of its assets to a third party and retained certain liabilities associated with the operation of the business prior to the sale, including warranty obligations related to products manufactured prior to the sale date (Retained Liabilities). Composites LLC, jointly and severally with its parent company Kadant Inc., agreed to indemnify the original buyer and a subsequent purchaser of the business against losses arising from claims associated with the Retained Liabilities. This indemnification obligation is contractually limited to approximately $8.4 million. All activity related to this business is classified in the results of the discontinued operation in our consolidated financial statements.
In October 2011, we, our Composites LLC subsidiary, and other co-defendants entered into a nationwide class action settlement regarding allegedly defective composite building products manufactured by Composites LLC between April 2002 and October 2003, which was filed and approved in Connecticut state court. Under the settlement agreement, we have agreed to provide reimbursement up to a cap of $5.0 million in the aggregate to eligible settlement class members who submit a proof of claim, documenting, among other matters, original proof of purchase and degradation. In connection with the settlement agreement, we and the other co-defendants have not admitted any wrongdoing, any violation of any statute or law, or the truth of any claims or allegations of the plaintiffs.
As of March 31, 2012, we have accrued $2.6 million for the payment of claims under the settlement. If the actual claims submitted and approved under the settlement agreement exceed the amount of this reserve, we will reflect the amount of the additional claims paid in the results of the discontinued operation in future periods, up to a maximum of $5.0 million as agreed in the settlement agreement. Any increases in the amount of accrued claims beyond the amount of the reserve would adversely affect our consolidated financial results.
 
 
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Our inability to successfully identify and complete acquisitions or successfully integrate any new or previous acquisitions could have a material adverse effect on our business.
 
Our strategy includes the acquisition of technologies and businesses that complement or augment our existing products and services. Any such acquisition involves numerous risks that may adversely affect our future financial performance and cash flows. These risks include:
 
competition with other prospective buyers resulting in our inability to complete an acquisition or in us paying substantial premiums over the fair value of the net assets of the acquired business,
 
inability to obtain regulatory approval, including antitrust approvals,
 
difficulty in assimilating operations, technologies, products and the key employees of the acquired business,
 
inability to maintain existing customers or to sell the products and services of the acquired business to our existing customers,
 
diversion of management’s attention away from other business concerns,
 
inability to improve the revenues and profitability or realize the cost savings and synergies expected of the acquisition,
 
assumption of significant liabilities, some of which may be unknown at the time,
 
potential future impairment of the value of goodwill and intangible assets acquired, and
 
identification of internal control deficiencies of the acquired business.
 
In 2008, we recorded a $40.3 million impairment charge to write down the goodwill associated with the stock-preparation reporting unit within our Papermaking Systems segment. We may incur additional impairment charges to write down the value of our goodwill and acquired intangible assets in the future if the assets are not deemed recoverable, which could have a material adverse effect on our operating results.
 
Our inability to protect our intellectual property could have a material adverse effect on our business. In addition, third parties may claim that we infringe their intellectual property, and we could suffer significant litigation or licensing expense as a result.
 
We seek patent and trade secret protection for significant new technologies, products, and processes because of the length of time and expense associated with bringing new products through the development process and into the marketplace. We own numerous U.S. and foreign patents, and we intend to file additional applications, as appropriate, for patents covering our products. Patents may not be issued for any pending or future patent applications owned by or licensed to us, and the claims allowed under any issued patents may not be sufficiently broad to protect our technology. Any issued patents owned by or licensed to us may be challenged, invalidated, or circumvented, and the rights under these patents may not provide us with competitive advantages. In addition, competitors may design around our technology or develop competing technologies. Intellectual property rights may also be unavailable or limited in some foreign countries, which could make it easier for competitors to capture increased market share. We could incur substantial costs to defend ourselves in suits brought against us, including for alleged infringement of third party rights, or in suits in which we may assert our intellectual property rights against others. An unfavorable outcome of any such litigation could have a material adverse effect on our business and results of operations. In addition, as our patents expire, we rely on trade secrets and proprietary know-how to protect our products. We cannot be sure the steps we have taken or will take in the future will be adequate to deter misappropriation of our proprietary information and intellectual property. Of particular concern are developing countries, such as China, where the laws, courts, and administrative agencies may not protect our intellectual property rights as fully as in the United States or Europe.
We seek to protect trade secrets and proprietary know-how, in part, through confidentiality agreements with our collaborators, employees, and consultants. These agreements may be breached, we may not have adequate remedies for any breach, and our trade secrets may otherwise become known or be independently developed by our competitors, or our competitors may otherwise gain access to our intellectual property.
 
Failure of our information systems or breaches of data security could impact our business.
 
We operate a geographically dispersed business and rely on the electronic storage and transmission of proprietary and confidential information, including technical and financial information, among our operations, customers and suppliers. In addition, for some of our operations, we rely on information systems controlled by third parties. System failures, network disruptions and breaches of data security could limit our ability to conduct business as normal, including our ability to communicate and transact business with our customers and suppliers; result in the loss or misuse of this information, the loss of business or customers, or damage to our brand or reputation; or interrupt or delay reporting our financial results. Such system failures or unauthorized access could be caused by external theft or attack, misconduct by our employees, suppliers, or competitors, or natural disasters. In addition, the cost and operational consequences of implementing further data protection measures could be significant.
 
Our share price fluctuates and experiences price and volume volatility.
 
Stock markets in general and our common stock in particular experienced significant price and volume volatility in 2008 and 2009, have experienced significant volatility in the third and fourth quarters of 2011, and may experience significant price and volume volatility from time to time in the future. The market price and trading volume of our common stock may continue to be subject to significant fluctuations due not only to general stock market conditions but also to a change in sentiment in the market regarding our operations, business prospects, or future funding. Given the nature of the markets in which we participate and the impact of accounting standards related to revenue recognition, we may not be able to reliably predict future revenues and profitability, and unexpected changes may cause us to adjust our operations. A large proportion of our costs are fixed, due in part to our significant selling, research and development, and manufacturing costs. Thus, small declines in revenues could disproportionately affect our operating results. Other factors that could affect our share price and quarterly operating results include:
 
failure of our products to pass contractually agreed upon acceptance tests, which would delay or prohibit recognition of revenues under applicable accounting guidelines,
 
changes in the assumptions used for revenue recognized under the percentage-of-completion method of accounting,
 
fluctuations in revenues due to customer-initiated delays in product shipments,
 
failure of a customer, particularly in Asia, to comply with an order’s contractual obligations or inability of a customer to provide financial assurances of performance,
 
adverse changes in demand for and market acceptance of our products,
 
competitive pressures resulting in lower sales prices for our products,
 
adverse changes in the pulp and paper industry,
 
delays or problems in our introduction of new products,
 
delays or problems in the manufacture of our products,
 
our competitors’ announcements of new products, services, or technological innovations,
 
contractual liabilities incurred by us related to guarantees of our product performance,
 
increased costs of raw materials or supplies, including the cost of energy,
 
changes in the timing of product orders,
 
impact of new acquisition accounting, including the treatment of acquisition and restructuring costs as period costs,
 
fluctuations in our effective tax rate,
 
the operating and share price performance of companies that investors consider to be comparable to us, and
 
changes in global financial markets and global economies and general market conditions.
 
 
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Anti-takeover provisions in our charter documents and under Delaware law could prevent or delay transactions that our shareholders may favor.
 
Provisions of our charter and bylaws may discourage, delay, or prevent a merger or acquisition that our shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares. For example, these provisions:
 
authorize the issuance of “blank check” preferred stock without any need for action by shareholders,
 
provide for a classified board of directors with staggered three-year terms,
 
require supermajority shareholder voting to effect various amendments to our charter and bylaws,
 
eliminate the ability of our shareholders to call special meetings of shareholders,
  
prohibit shareholder action by written consent, and
–  
establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at shareholder meetings.
 
Prior to July 2011, we had a shareholder rights plan, which may have had anti-takeover effects under certain circumstances. This shareholder rights plan expired by its terms in July 2011 and was not renewed by our board of directors. However, our board of directors could adopt a new shareholder rights plan in the future that could have anti-takeover effects and might discourage, delay, or prevent a merger or acquisition that our board of directors does not believe is in our best interests and those of our shareholders, including transactions in which shareholders might otherwise receive a premium for their shares.
 
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about purchases by us of our common stock during the first quarter of 2012:

Issuer Purchases of Equity Securities
 
 
 
 
 
Period
 
 
 
Total Number of Shares
Purchased (1)
   
 
 
Average Price Paid
per Share
   
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans (1)
   
Approximate Dollar
Value of Shares that
May Yet Be
Purchased
Under the Plans
 
1/1/12 – 1/31/12
                    $ 25,199,815  
2/1/12 – 2/29/12
    25,632     $ 22.14       25,632     $ 24,632,341  
3/1/12 – 3/31/12
    32,467     $ 21.99       32,467     $ 23,918,440  
Total:
    58,099     $ 22.06       58,099          

  (1 )
On October 26, 2011, our board of directors authorized the repurchase by us of up to $30 million of our equity securities during the period from November 6, 2011 to November 6, 2012. Repurchases may be made in public or private transactions, including under Securities Exchange Act Rule 10b-5-1 trading plans. In the first quarter of 2012, we repurchased 58,099 shares of our common stock for $1.3 million under this authorization.

Item 6 – Exhibits

See Exhibit Index on the page immediately preceding the exhibits.

 
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KADANT INC.

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 May, 2012.


 
KADANT INC.
   
 
/s/ Thomas M. O’Brien
 
Thomas M. O’Brien
 
Executive Vice President and Chief Financial Officer
 
(Principal Financial Officer)






 
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KADANT INC.

EXHIBIT INDEX

 
 
Exhibit
   
Number
 
Description of Exhibit
     
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.*

* Submitted electronically herewith.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statement of Income for the three months ended March 31, 2012 and April 2, 2011, (ii) Condensed Consolidated Balance Sheet at March 31, 2012 and December 31, 2011, (iii) Condensed Consolidated Statement of Comprehensive Income for the three months ended March 31, 2012 and April 2, 2011, (iv) Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2012 and April 2, 2011, and (v) Notes to Condensed Consolidated Financial Statements.

In accordance with Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
 
 
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