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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 2020
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 001-11406
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, including zip code)
(978) 776-2000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $.01 par value KAI New York Stock Exchange

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     No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
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As of October 23, 2020, the registrant had 11,509,560 shares of common stock outstanding.


Kadant Inc.
Quarterly Report on Form 10-Q
for the Period Ended September 26, 2020
Table of Contents
    Page
PART I: Financial Information
     
3
4
5
6
7
8
 
PART II: Other Information
     


PART 1 – FINANCIAL INFORMATION

Item 1 – Financial Statements

KADANT INC.
Condensed Consolidated Balance Sheet
(Unaudited)
September 26,
2020
December 28,
2019
(In thousands, except share and per share amounts)
Assets
Current Assets:
Cash and cash equivalents $ 53,554  $ 66,786 
Restricted cash 2,650  1,487 
   Accounts receivable, net of allowances of $3,113 and $2,698
94,145  95,740 
Inventories 108,715  102,715 
Unbilled revenue 9,095  13,162 
Other current assets 15,382  17,686 
Total Current Assets 283,541  297,576 
Property, Plant, and Equipment, net of accumulated depreciation of $103,664 and $95,309
82,427  86,032 
Other Assets 40,565  45,851 
Intangible Assets, Net (Note 1) 164,359  173,896 
Goodwill (Note 1) 342,999  336,032 
Total Assets $ 913,891  $ 939,387 
Liabilities and Stockholders' Equity
Current Liabilities:
Current maturities of long-term obligations (Note 6) $ 1,538  $ 2,851 
Accounts payable 32,588  45,852 
Accrued payroll and employee benefits 27,946  31,968 
Customer deposits 25,834  24,012 
Advanced billings 4,520  11,280 
Other current liabilities 35,436  30,206 
Total Current Liabilities 127,862  146,169 
Long-Term Obligations (Note 6) 259,049  298,174 
Other Long-Term Liabilities 64,735  67,965 
Commitments and Contingencies (Note 13)
Stockholders' Equity:    
Preferred stock, $.01 par value, 5,000,000 shares authorized; none issued
—  — 
Common stock, $.01 par value, 150,000,000 shares authorized; 14,624,159 shares issued
146  146 
Capital in excess of par value 108,384  106,698 
Retained earnings 465,963  435,249 
Treasury stock at cost, 3,114,599 and 3,214,888 shares
(76,320) (78,778)
Accumulated other comprehensive items (Note 9) (37,232) (37,620)
Total Kadant Stockholders' Equity 460,941  425,695 
Noncontrolling interest 1,304  1,384 
Total Stockholders' Equity 462,245  427,079 
Total Liabilities and Stockholders' Equity $ 913,891  $ 939,387 
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 Nine Months Ended
September 26,
2020
September 28,
2019
September 26,
2020
September 28,
2019
(In thousands, except per share amounts)
Revenue (Notes 1 and 12) $ 154,610  $ 173,504  $ 466,597  $ 521,985 
Costs and Operating Expenses:    
Cost of revenue 86,294  99,257  263,510  302,852 
Selling, general, and administrative expenses 43,853  47,097  134,518  144,883 
Research and development expenses 2,658  2,597  8,532  7,980 
Restructuring costs (Note 3) 470  —  926  — 
  133,275  148,951  407,486  455,715 
Operating Income 21,335  24,553  59,111  66,270 
Interest Income 52  43  140  158 
Interest Expense (1,670) (3,066) (6,060) (10,143)
Other Expense, Net (32) (98) (95) (296)
Income Before Provision for Income Taxes 19,685  21,432  53,096  55,989 
Provision for Income Taxes (Note 5) 4,705  5,219  13,738  12,310 
Net Income 14,980  16,213  39,358  43,679 
Net Income Attributable to Noncontrolling Interest (129) (98) (369) (360)
Net Income Attributable to Kadant $ 14,851  $ 16,115  $ 38,989  $ 43,319 
Earnings per Share Attributable to Kadant (Note 4)    
Basic $ 1.29  $ 1.43  $ 3.40  $ 3.87 
Diluted $ 1.28  $ 1.41  $ 3.38  $ 3.79 
Weighted Average Shares (Note 4)    
Basic 11,504  11,267  11,472  11,198 
Diluted 11,589  11,469  11,550  11,434 

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 Nine Months Ended
September 26,
2020
September 28,
2019
September 26,
2020
September 28,
2019
(In thousands)
Net Income $ 14,980  $ 16,213  $ 39,358  $ 43,679 
Other Comprehensive Items:        
Foreign currency translation adjustment 8,656  (9,091) 824  (7,603)
Pension and other post-retirement liability adjustments, net (net of tax (benefit) provision of $(6), $12, $14 and $22)
(14) 31  34  59 
Effect of other post-retirement plan settlement —  —  (119) — 
Deferred gain (loss) on cash flow hedges (net of tax provision (benefit) of $19, $(47), $(103) and $(190))
51  (123) (275) (524)
Total other comprehensive items 8,693  (9,183) 464  (8,068)
Comprehensive Income 23,673  7,030  39,822  35,611 
Comprehensive Income Attributable to Noncontrolling Interest
(191) (24) (445) (276)
Comprehensive Income Attributable to Kadant $ 23,482  $ 7,006  $ 39,377  $ 35,335 

The accompanying notes are an integral part of these condensed consolidated financial statements.
5

KADANT INC.
Condensed Consolidated Statement of Cash Flows
(Unaudited)
  Nine Months Ended
September 26,
2020
September 28,
2019
(In thousands)
Operating Activities
Net income attributable to Kadant $ 38,989  $ 43,319 
Net income attributable to noncontrolling interest 369  360 
Net income 39,358  43,679 
Adjustments to reconcile net income to net cash provided by operating activities:
   
Depreciation and amortization 23,260  24,304 
Stock-based compensation expense 5,126  5,125 
Provision for losses on accounts receivable 505  170 
Gain on sale of property, plant, and equipment (4) (139)
Other items, net (250) 954 
Changes in current assets and liabilities, net of effects of acquisitions:    
Accounts receivable 1,306  (1,124)
Unbilled revenue 4,332  1,957 
Inventories (6,229) (10,294)
Other current assets 2,840  (4,093)
Accounts payable (13,183) 2,798 
Other current liabilities (4,460) (5,171)
Net cash provided by operating activities 52,601  58,166 
Investing Activities    
Acquisitions, net of cash acquired (Note 2) (7,095) (177,058)
Purchases of property, plant, and equipment (5,419) (6,236)
Proceeds from sale of property, plant, and equipment 55  527 
Net cash used in investing activities (12,459) (182,767)
Financing Activities    
Repayment of short- and long-term obligations (69,034) (108,272)
Proceeds from issuance of short- and long-term obligations 26,000  247,090 
Dividends paid (8,141) (7,604)
Tax withholding payments related to stock-based compensation (2,596) (2,670)
Proceeds from issuance of Company common stock 1,614  2,006 
Dividend paid to noncontrolling interest (525) — 
Other financing activities (189) (52)
Net cash (used in) provided by financing activities (52,871) 130,498 
Exchange Rate Effect on Cash, Cash Equivalents, and Restricted Cash 660  (2,043)
(Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash (12,069) 3,854 
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 68,273  46,117 
Cash, Cash Equivalents, and Restricted Cash at End of Period $ 56,204  $ 49,971 

See Note 1, under the heading Supplemental Cash Flow Information for further details.

The accompanying notes are an integral part of these condensed consolidated financial statements.
6

KADANT INC.
Condensed Consolidated Statement of Stockholders' Equity
(Unaudited)
Three Months Ended September 26, 2020
(In thousands, except share and per share amounts) Common
Stock
Capital in
Excess of Par Value
Retained Earnings Treasury
Stock
Accumulated
Other
Comprehensive Items
Noncontrolling Interest Total
Stockholders' Equity
Shares Amount Shares Amount
Balance at June 27, 2020 14,624,159  $ 146  $ 107,202  $ 453,874  3,127,565  $ (76,638) $ (45,863) $ 1,638  $ 440,359 
  Net income —  —  —  14,851  —  —  —  129  14,980 
Dividend declared – Common Stock, $0.24 per share
—  —  —  (2,762) —  —  —  —  (2,762)
Dividend paid to noncontrolling interest —  —  —  —  —  —  —  (525) (525)
  Activity under stock plans —  —  1,182  —  (12,966) 318  —  —  1,500 
  Other comprehensive items —  —  —  —  —  —  8,631  62  8,693 
Balance at September 26, 2020 14,624,159  $ 146  $ 108,384  $ 465,963  3,114,599  $ (76,320) $ (37,232) $ 1,304  $ 462,245 
Nine Months Ended September 26, 2020
(In thousands, except share and per share amounts) Common
Stock
Capital in
Excess of Par Value
Retained Earnings Treasury
Stock
Accumulated
Other
Comprehensive Items
Noncontrolling Interest Total
Stockholders' Equity
Shares Amount Shares Amount
Balance at December 28, 2019 14,624,159  $ 146  $ 106,698  $ 435,249  3,214,888  $ (78,778) $ (37,620) $ 1,384  $ 427,079 
  Net income —  —  —  38,989  —  —  —  369  39,358 
Dividends declared – Common Stock, $0.72 per share
—  —  —  (8,275) —  —  —  —  (8,275)
Dividend paid to noncontrolling interest —  —  —  —  —  —  —  (525) (525)
Activity under stock plans —  —  1,686  —  (100,289) 2,458  —  —  4,144 
  Other comprehensive items —  —  —  —  —  —  388  76  464 
Balance at September 26, 2020 14,624,159  $ 146  $ 108,384  $ 465,963  3,114,599  $ (76,320) $ (37,232) $ 1,304  $ 462,245 

Three Months Ended September 28, 2019
(In thousands, except share and per share amounts) Common
Stock
Capital in
Excess of Par Value
Retained Earnings Treasury
Stock
Accumulated
Other
Comprehensive Items
Noncontrolling Interest Total
Stockholders' Equity
Shares Amount Shares Amount
Balance at June 29, 2019 14,624,159  $ 146  $ 103,767  $ 415,605  3,369,304  $ (82,562) $ (38,251) $ 1,855  $ 400,560 
  Net income —  —  —  16,115  —  —  —  98  16,213 
Dividend declared – Common Stock, $0.23 per share
—  —  —  (2,593) —  —  —  —  (2,593)
  Activity under stock plans —  —  1,452  —  (17,270) 424  —  —  1,876 
  Other comprehensive items —  —  —  —  —  —  (9,109) (74) (9,183)
Balance at September 28, 2019 14,624,159  $ 146  $ 105,219  $ 429,127  3,352,034  $ (82,138) $ (47,360) $ 1,879  $ 406,873 
Nine Months Ended September 28, 2019
(In thousands, except share and per share amounts) Common
Stock
Capital in
Excess of Par Value
Retained Earnings Treasury
Stock
Accumulated
Other
Comprehensive Items
Noncontrolling Interest Total
Stockholders' Equity
Shares Amount Shares Amount
Balance at December 29, 2018 14,624,159  $ 146  $ 104,731  $ 393,578  3,514,163  $ (86,111) $ (39,376) $ 1,603  $ 374,571 
  Net income —  —  —  43,319  —  —  —  360  43,679 
Adoption of ASU No. 2016-02, Leases
—  —  —  (17) —  —  —  —  (17)
Dividends declared – Common Stock, $0.69 per share
—  —  —  (7,753) —  —  —  —  (7,753)
  Activity under stock plans —  —  488  —  (162,129) 3,973  —  —  4,461 
  Other comprehensive items —  —  —  —  —  —  (7,984) (84) (8,068)
Balance at September 28, 2019 14,624,159  $ 146  $ 105,219  $ 429,127  3,352,034  $ (82,138) $ (47,360) $ 1,879  $ 406,873 

The accompanying notes are an integral part of these condensed consolidated financial statements.
7

KADANT INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

1.    Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations
Kadant Inc. was incorporated in Delaware in November 1991 and trades on the New York Stock Exchange under the ticker symbol "KAI."
Kadant Inc. (together with its subsidiaries, the Company) is a global supplier of high-value, critical components and engineered systems used in process industries worldwide. Its products, technologies, and services play an integral role in enhancing process efficiency, optimizing energy utilization, and maximizing productivity in resource-intensive industries.
    
COVID-19
On March 11, 2020, the World Health Organization designated the novel coronavirus (COVID-19) a global pandemic, and a national emergency was subsequently declared by the U.S. government. The pandemic has negatively affected the global economy, disrupted global supply chains, and resulted in significant travel and transport restrictions, which have adversely affected the Company’s bookings and financial results. The impact of the COVID-19 pandemic, including the resulting economic impact, continues to evolve and the Company is closely monitoring its impact on all aspects of its business.

Interim Financial Statements
The interim condensed consolidated financial statements and related notes presented have been prepared by the Company, are unaudited, and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of the Company's financial position at September 26, 2020, its results of operations, comprehensive income, and stockholders' equity for the three- and nine-month periods ended September 26, 2020 and September 28, 2019, and its cash flows for the nine-month periods ended September 26, 2020 and September 28, 2019. 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 28, 2019 has been derived from the consolidated financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2019. The condensed consolidated financial statements and related notes are presented as permitted by the rules and regulations of the Securities and Exchange Commission (SEC) for Form 10-Q and do not contain certain information included in the annual consolidated financial statements and related notes of the Company. The condensed consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2019, filed with the SEC.

Financial Statement Presentation
In the first quarter of 2020, the Company realigned its business segments into three new reportable operating segments: Flow Control, Industrial Processing, and Material Handling. The Company previously reported its financial results by combining its operating entities into three reportable operating segments: Papermaking Systems, Wood Processing Systems, and Material Handling Systems, and a separate product line, Fiber-based Products. Financial information for 2019 has been recast to conform to the new segment presentation. See Note 12, Business Segment Information, for further detail regarding the Company's segments.

Use of Estimates and Critical Accounting Policies
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Although the Company makes every effort to ensure the accuracy of the estimates and assumptions used in the preparation of its condensed consolidated financial statements or in the application of accounting policies, if business conditions were different, or if the Company were to use different estimates and assumptions, it is possible that materially different amounts could be reported in the Company's condensed consolidated financial statements.
8

KADANT INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Notes 1 and 3 to the consolidated financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2019 describe the significant accounting estimates and policies used in preparation of the consolidated financial statements. There have been no material changes in the Company’s significant accounting policies during the nine months ended September 26, 2020, except that the Company no longer considers its policy with respect to accounting for pension benefits to be a critical accounting policy due to the settlement of its U.S. pension plan in December 2019.

Supplemental Cash Flow Information
  Nine Months Ended
(In thousands) September 26,
2020
September 28,
2019
Cash Paid for Interest $ 5,518  $ 9,711 
Cash Paid for Income Taxes, Net of Refunds $ 9,953  $ 18,037 
Non-Cash Investing Activities:
Fair value of assets acquired $ 9,295  $ 208,558 
Cash paid for acquired businesses (7,565) (179,489)
Liabilities Assumed of Acquired Businesses $ 1,730  $ 29,069 
Non-cash additions to property, plant, and equipment $ 101  $ 304 
Non-Cash Financing Activities:    
Issuance of Company common stock upon vesting of restricted stock units $ 4,557  $ 3,908 
Dividends declared but unpaid $ 2,762  $ 2,593 

Restricted Cash
The Company's restricted cash serves as collateral for certain banker's acceptance drafts issued to vendors and for bank guarantees associated with providing assurance to customers that the Company will fulfill certain customer obligations entered into in the normal course of business. The majority of the bank guarantees will expire over the next twelve months.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Company's condensed consolidated balance sheet that are shown in aggregate in the accompanying condensed consolidated statement of cash flows:
(In thousands) September 26,
2020
September 28,
2019
December 28,
2019
December 29,
2018
Cash and cash equivalents $ 53,554  $ 48,650  $ 66,786  $ 45,830 
Restricted cash 2,650  1,321  1,487  287 
Total Cash, Cash Equivalents, and Restricted Cash $ 56,204  $ 49,971  $ 68,273  $ 46,117 

Inventories
The components of inventories are as follows:
  September 26,
2020
December 28,
2019
(In thousands)
Raw Materials $ 47,918  $ 49,332 
Work in Process 17,089  15,344 
Finished Goods 43,708  38,039 
$ 108,715  $ 102,715 
9

KADANT INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Intangible Assets, Net
Acquired intangible assets by major asset class are as follows:
(In thousands) Gross Accumulated
Amortization
Currency
Translation
Net
September 26, 2020
Definite-Lived
Customer relationships $ 174,423  $ (62,018) $ (3,741) $ 108,664 
Product technology 56,568  (30,674) (1,520) 24,374 
Tradenames 6,753  (2,811) (362) 3,580 
Other 18,248  (14,036) (565) 3,647 
  255,992  (109,539) (6,188) 140,265 
Indefinite-Lived
Tradenames 24,100  —  (6) 24,094 
Acquired Intangible Assets $ 280,092  $ (109,539) $ (6,194) $ 164,359 
December 28, 2019      
Definite-Lived
Customer relationships $ 171,583  $ (51,798) $ (4,141) $ 115,644 
Product technology 56,011  (27,819) (1,709) 26,483 
Tradenames 6,527  (2,421) (427) 3,679 
Other 17,964  (13,295) (593) 4,076 
  252,085  (95,333) (6,870) 149,882 
Indefinite-Lived
Tradenames 24,100  —  (86) 24,014 
Acquired Intangible Assets $ 276,185  $ (95,333) $ (6,956) $ 173,896 
    
Gross intangible assets include $3,907,000 for acquired intangible assets from acquisitions that occurred in the second quarter of 2020. See Note 2, Acquisitions, for further details.
Intangible assets are initially recorded at fair value at the date of acquisition. Subsequent impairment charges are reflected as a reduction in the gross balance, as applicable. Definite-lived intangible assets are stated net of accumulated amortization and currency translation in the accompanying condensed consolidated balance sheet. The Company amortizes definite-lived intangible assets over lives that have been determined based on the anticipated cash flow benefits of the intangible asset.

Goodwill
The changes in the carrying amount of goodwill by segment are as follows:
(In thousands) Flow Control Industrial Processing Material Handling Total
Balance at December 28, 2019 (a)      
Gross balance $ 97,680  $ 207,536  $ 116,325  $ 421,541 
Accumulated impairment losses —  (85,509) —  (85,509)
Net balance 97,680  122,027  116,325  336,032 
2020 Adjustments
Acquisition (Note 2)
—  3,985  —  3,985 
   Currency translation 804  493  1,685  2,982 
   Total 2020 adjustments 804  4,478  1,685  6,967 
Balance at September 26, 2020      
Gross balance 98,484  212,014  118,010  428,508 
Accumulated impairment losses —  (85,509) —  (85,509)
Net balance $ 98,484  $ 126,505  $ 118,010  $ 342,999 

(a) Goodwill balances as of December 28, 2019 have been recast to conform to the current period presentation. See Note 12, Business Segment Information, for further details regarding the Company's change in reportable operating segments.
10

KADANT INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Impairment of Indefinite-Lived Assets
The Company evaluates the recoverability of goodwill and indefinite-lived intangible assets as of the end of each fiscal year or more frequently if events or changes in circumstances indicate that it is more likely than not that the carrying value of an asset might be impaired. Potential impairment indicators include a significant decline in sales, earnings, or cash flows, material adverse changes in the business climate, and a significant decline in the Company's market capitalization due to a sustained decrease in its stock price.
In March 2020, the Company experienced a significant decrease in market capitalization due to a decline in the Company’s stock price. During that time, the overall U.S. stock market also declined significantly amid market volatility driven by the uncertainty surrounding the COVID-19 pandemic. Based on these occurrences, the Company concluded that a triggering event had occurred related to the indefinite-lived assets within its material handling reporting unit. As a result, the Company prepared a quantitative impairment analysis (Step 1) for its material handling reporting unit, which indicated that its fair value exceeded its carrying value and the indefinite-lived assets were not impaired. In the second and third quarters of 2020, the Company’s market capitalization and the overall stock market, which are potential impairment indicators, recovered from their decreased levels that existed at the end of the first quarter of 2020. No other events that would trigger an impairment analysis were identified during the second and third quarters of 2020. The Company will continue to monitor for impairment indicators and will conduct its annual period impairment analysis as of the end of the fiscal year.

Warranty Obligations
The Company's contracts covering the sale of its products include warranty provisions that provide assurance to its customers that the products will comply with agreed-upon specifications during a defined period of time. The Company negotiates the terms regarding warranty coverage and length of warranty depending on the products and applications.
The Company's liability for warranties is included in other current liabilities in the accompanying condensed consolidated balance sheet. The changes in the carrying amount of product warranty obligations are as follows:
  Nine Months Ended
(In thousands) September 26,
2020
September 28,
2019
Balance at Beginning of Year $ 6,467  $ 5,726 
Provision charged to expense 3,960  3,332 
Usage (3,809) (2,778)
Acquisition —  303 
Currency translation 114  (175)
Balance at End of Period $ 6,732  $ 6,408 

Revenue Recognition
The Company recognizes revenue under Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers. Most of the Company’s revenue is recognized at a point in time for each performance obligation under the contract when the customer obtains control of the goods or service. Most of the Company’s parts and consumables products and its capital products with minimal customization are accounted for at a point in time. The Company has made a policy election to not treat the obligation to ship as a separate performance obligation under the contract and, as a result, the associated shipping costs are reflected in cost of revenue when revenue is recognized.
The remaining portion of the Company’s revenue is recognized on an over time basis based on an input method that compares the costs incurred to date to the total expected costs required to satisfy the performance obligation. Contracts are accounted for on an over time basis when they include products which have no alternative use and an enforceable right to payment over time. Most of the contracts recognized on an over time basis are for large capital projects. These projects are highly customized for the customer and, as a result, would include a significant cost to rework in the event of cancellation.

11

KADANT INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The following table presents revenue by revenue recognition method:
Three Months Ended Nine Months Ended
September 26, September 28, September 26, September 28,
(In thousands) 2020 2019 2020 2019
Point in Time $ 137,679  $ 151,101  $ 403,568  $ 457,093 
Over Time 16,931  22,403  63,029  64,892 
$ 154,610  $ 173,504  $ 466,597  $ 521,985 

The transaction price includes estimated variable consideration where applicable. Such variable consideration relates to certain performance guarantees and rights to return the product. The Company estimates variable consideration as the most likely amount to which it expects to be entitled based on the terms of the contracts with customers and historical experience, where relevant. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation based on the relative stand-alone selling price.
The Company disaggregates its revenue from contracts with customers by reportable operating segment, product type and geography as this best depicts how its revenue is affected by economic factors.
The following table presents the disaggregation of revenue by product type and geography:
Three Months Ended Nine Months Ended
September 26, September 28, September 26, September 28,
(In thousands) 2020 2019 2020 2019
Revenue by Product Type:
       
Parts and Consumables $ 102,729  $ 105,513  $ 305,087  $ 330,280 
Capital 51,881  67,991  161,510  191,705 
$ 154,610  $ 173,504  $ 466,597  $ 521,985 
Revenue by Geography (based on customer location):        
North America $ 87,366  $ 92,041  269,907  291,584 
Europe 38,951  49,146  112,881  131,944 
Asia 18,847  20,971  50,992  61,745 
Rest of World 9,446  11,346  32,817  36,712 
$ 154,610  $ 173,504  $ 466,597  $ 521,985 

See Note 12, Business Segment Information, for information on the disaggregation of revenue by reportable operating segment.
The following table presents contract balances from contracts with customers:
  September 26,
2020
December 28,
2019
(In thousands)
Accounts Receivable $ 94,145  $ 95,740 
Contract Assets $ 9,095  $ 13,162 
Contract Liabilities $ 31,847  $ 37,216 

Contract assets represent unbilled revenue associated with revenue recognized on contracts accounted for on an over time basis, which will be billed in future periods based on the contract terms. Contract liabilities consist of customer deposits, advanced billings, and deferred revenue. Deferred revenue is included in other current liabilities in the accompanying condensed consolidated balance sheet. Contract liabilities will be recognized as revenue in future periods once the revenue recognition criteria are met. The majority of the contract liabilities relate to advance payments on contracts accounted for at a point in time. These advance payments will be recognized as revenue when the Company's performance obligations have been satisfied, which typically occurs when the product has shipped and control of the asset has transferred to the customer. The Company recognized revenue of $1,656,000 in the third quarter of 2020, $4,780,000 in the third quarter of 2019, $28,522,000 in the first nine months of 2020, and $28,302,000 in the first nine months of 2019 that was included in the contract liabilities balance at the beginning of 2020 and 2019, respectively. The majority of the Company's contracts for capital equipment have an original expected duration of one year or less. For contracts with an original expected duration of over one year, the aggregate amount of the transaction price allocated to the remaining partially unsatisfied performance obligations as of September 26,
12

KADANT INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

2020 was $5,295,000. The Company will recognize revenue for these performance obligations as they are satisfied, all of which is expected to be recognized within the next twelve months.
Customers in China will often settle their accounts receivable with banker's acceptance drafts, in which case cash settlement will be delayed until the drafts mature or are settled prior to maturity. For customers outside of China, final payment for the majority of the Company's products is received in the quarter following the product shipment. Certain of the Company's contracts include a longer period before final payment is due, which is typically within one year of final shipment or transfer of control to the customer.
The Company includes in revenue amounts invoiced for shipping and handling with the corresponding costs reflected in cost of revenue. Provisions for discounts, warranties, returns and other adjustments are provided for in the period in which the related sale was recorded. Sales taxes, value-added taxes, and certain excise taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenue.

Accounts Receivable and Allowance for Credit Losses
The Company's accounts receivable arise from sales on credit to customers, are recorded at the invoiced amount, and do not bear interest. The Company establishes an allowance for credit losses to reduce accounts receivable to the net amount expected to be collected. The Company exercises judgment in determining its allowance for credit losses, which is based on its historical collection and write-off experience, adjusted for current macroeconomic trends and conditions, credit policies, specific customer collection issues, and accounts receivable aging. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and each customer's current creditworthiness. The Company continuously monitors collections and payments from its customers. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. In some instances, the Company utilizes letters of credit to mitigate its credit exposure.
The changes in the allowance for credit losses are as follows:
Nine Months Ended
(In thousands) September 26,
2020
September 28,
2019
Balance at Beginning of Period $ 2,698  $ 2,897 
Provision charged to expense 505  170 
Accounts written off (133) (138)
Currency translation 43  (103)
Balance at End of Period $ 3,113  $ 2,826 

Banker's Acceptance Drafts included in Accounts Receivable
The Company's Chinese subsidiaries may receive banker's acceptance drafts from customers as payment for their trade accounts receivable. The drafts are noninterest-bearing obligations of the issuing bank and mature within six months of the origination date. The Company's Chinese subsidiaries may sell the drafts at a discount to a third-party financial institution or transfer the drafts to vendors in settlement of current accounts payable prior to the scheduled maturity date. These drafts, which totaled $4,423,000 at September 26, 2020 and $5,230,000 at December 28, 2019, are included in accounts receivable in the accompanying condensed consolidated balance sheet until the subsidiary sells the drafts to a bank and receives a discounted amount, transfers the banker's acceptance drafts in settlement of current accounts payable prior to maturity, or obtains cash payment on the scheduled maturity date.

Recently Adopted Accounting Pronouncements
Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, which changes the way entities recognize impairment of financial assets, such as accounts receivable, by requiring immediate recognition of estimated credit losses expected to occur over their remaining lives. During 2018 and 2019, the FASB issued additional guidance and clarification. The Company adopted this ASU using a modified retrospective method at the beginning of fiscal 2020 and its adoption did not have a material impact on the condensed consolidated financial statements. See Accounts Receivable and Allowance for Credit Losses in this section for information on the Company's allowance for credit losses.
13

KADANT INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Recent Accounting Pronouncements Not Yet Adopted
Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In March 2020, the FASB issued ASU No. 2020-04, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of reference rates, such as the London Interbank Offered Rate (LIBOR), if certain criteria are met. Generally, contract modifications related to reference rate reform may be considered an event that does not require remeasurement or reassessment of a previous accounting determination at the modification date. The guidance in this ASU is applicable to the Company's existing contracts and hedging relationships that reference LIBOR and may be adopted prospectively through December 31, 2022. The Company is currently evaluating the effects that the adoption of this ASU will have on its consolidated financial statements.
Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued ASU No. 2019-12, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by clarifying and amending existing guidance, including the recognition of franchise tax, the treatment of a step up in the tax basis of goodwill, and the timing for recognition of enacted changes in tax laws or rates in the interim period annual effective tax rate computation. This new guidance is effective in fiscal 2021, with early adoption permitted. The Company is currently evaluating the effects that the adoption of this ASU will have on its consolidated financial statements.
    
2.    Acquisitions
The Company’s acquisitions have been accounted for using the purchase method of accounting and the results of the acquired businesses are included in its condensed consolidated financial statements from the date of acquisition. Historically, acquisitions have been made at prices above the fair value of identifiable net assets, resulting in goodwill. Acquisition costs are included in selling, general, and administrative (SG&A) expenses in the accompanying condensed consolidated statement of income as incurred. The Company recorded acquisition costs of $485,000 in the first nine months of 2020 and $843,000 in the first nine months of 2019.
On June 1, 2020, the Company’s Industrial Processing segment acquired Cogent Industrial Technologies Ltd. (Cogent) for approximately $6,866,000, net of cash acquired. The Company funded the acquisition through borrowings under its revolving credit facility. Intangible assets acquired totaled $3,350,000 and are primarily related to customer relationships. Cogent, based in British Columbia, Canada, is an industrial automation and controls solution provider that offers expertise in process technology integration, industrial automation and controls, industrial safety, project management, and operational performance management systems.
In the second quarter of 2020, the Company’s Industrial Processing segment also acquired certain intellectual property from a company in Austria for $416,000, of which $229,000 was paid in the second quarter of 2020. The Company expects to pay the remaining amount no later than the first quarter of 2022.
        
3.    Restructuring Costs
The Company recorded restructuring costs of $470,000, consisting of $276,000 in its Flow Control segment and $194,000 in its Industrial Processing segment, in the third quarter of 2020 for severance associated with headcount reductions of four employees within its Flow Control segment and 20 employees in its Industrial Processing segment. The Company took these additional cost-containment actions to reduce future payroll-related overhead and operating costs in response to the slowdown in the global economy, largely driven by the COVID-19 pandemic.
The Company recorded total restructuring costs of $926,000, consisting of $732,000 in its Flow Control segment and $194,000 in its Industrial Processing segment, in the first nine months of 2020 for severance associated with headcount reductions of 34 employees within its Flow Control segment and 20 employees in its Industrial Processing segment. The Company also reduced its workforce by 21 employees within its Industrial Processing segment with no associated severance costs.
A summary of the changes in accrued restructuring costs related to the 2020 restructuring plan included in other accrued expenses in the accompanying condensed consolidated balance sheet are as follows:
(In thousands)  Severance
Provision $ 926 
Usage (430)
Currency translation (11)
Balance at September 26, 2020 $ 485 
The Company expects to pay the remaining accrued restructuring costs primarily in the fourth quarter of 2020.
14

KADANT INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

4.    Earnings per Share

Basic and diluted earnings per share (EPS) are calculated as follows:
  Three Months Ended Nine Months Ended
  September 26,
2020
September 28,
2019
September 26,
2020
September 28,
2019
(In thousands, except per share amounts)
Net Income Attributable to Kadant $ 14,851  $ 16,115  $ 38,989  $ 43,319 
Basic Weighted Average Shares 11,504  11,267  11,472  11,198 
Effect of Stock Options, Restricted Stock Units and Employee Stock Purchase Plan Shares
85  202  78  236 
Diluted Weighted Average Shares 11,589  11,469  11,550  11,434 
Basic Earnings per Share $ 1.29  $ 1.43  $ 3.40  $ 3.87 
Diluted Earnings per Share $ 1.28  $ 1.41  $ 3.38  $ 3.79 

The effect of outstanding and unvested restricted stock units (RSUs) of the Company's common stock totaling 11,000 shares in the third quarter of 2020, 8,000 shares in the third quarter of 2019, 30,000 shares in the first nine months of 2020, and 32,000 shares in the first nine months of 2019 was not included in the computation of diluted EPS for the respective periods as the effect would have been antidilutive or, for unvested performance-based RSUs, the performance conditions had not been met as of the end of the reporting periods.

5.    Provision for Income Taxes

The provision for income taxes was $13,738,000 in the first nine months of 2020 and $12,310,000 in the first nine months of 2019. The effective tax rate of 26% in the first nine months of 2020 was higher than the Company's statutory rate of 21% primarily due to nondeductible expenses, the distribution of worldwide earnings, and state taxes. This incremental tax expense was offset in part by a decrease in tax related to the net excess income tax benefits from stock-based compensation arrangements. The effective tax rate of 22% in the first nine months of 2019 was higher than the Company's statutory rate of 21% primarily due to the distribution of the Company’s worldwide earnings, nondeductible expenses, tax expense associated with the Global Intangible Low-Taxed Income (GILTI) provisions of the Tax Cuts and Jobs Act of 2017, state taxes, and the cost of repatriating the earnings of certain foreign subsidiaries. This incremental tax expense was offset in part by a decrease in tax related to the net excess income tax benefits from stock-based compensation arrangements, a net tax benefit associated with foreign exchange losses and tax costs recognized upon the Company’s repatriation of certain previously taxed foreign earnings, and the reversal of tax reserves associated with uncertain tax positions.

6.    Long-Term Obligations

Long-term obligations are as follows:
  September 26,
2020
December 28,
2019
(In thousands)
Revolving Credit Facility, due 2023 $ 245,010  $ 265,419 
Commercial Real Estate Loan —  19,425 
Senior Promissory Notes, due 2023 to 2028 10,000  10,000 
Finance Leases, due 2020 to 2025 1,775  2,308 
Other Borrowings, due 2020 to 2023 3,802  4,000 
Unamortized Debt Issuance Costs —  (127)
Total 260,587  301,025 
Less: Current Maturities of Long-Term Obligations (1,538) (2,851)
Long-Term Obligations $ 259,049  $ 298,174 

See Note 10, Derivatives, for the fair value information related to the Company's long-term obligations.
15

KADANT INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Revolving Credit Facility
The Company entered into a five-year, unsecured multi-currency revolving credit facility, dated as of March 1, 2017 (as amended and restated to date, the Credit Agreement). Pursuant to the Credit Agreement, the Company has a borrowing capacity of $400,000,000, with an uncommitted, unsecured incremental borrowing facility of $150,000,000, and a maturity date of December 14, 2023. Interest on borrowings outstanding accrues and is payable in arrears calculated at one of the following rates selected by the Company: (i) the Base Rate, plus an applicable margin of 0% to 1.25%, or (ii) LIBOR (with a zero percent floor), as defined, plus an applicable margin of 1% to 2.25%. The Base Rate is calculated as the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate as published by Citizens Bank, N.A. (Citizens) and (c) thirty-day U.S. dollar LIBOR (USD LIBOR), as defined, plus 0.50%. The applicable margin is determined based upon the ratio of the Company's total debt, net of unrestricted cash up to $30,000,000 and certain debt obligations, to earnings before interest, taxes, depreciation, and amortization as defined in the Credit Agreement.
Obligations under the Credit Agreement may be accelerated upon the occurrence of an event of default, which includes customary events of default under such financing arrangements. In addition, the Credit Agreement contains negative covenants applicable to the Company and its subsidiaries, including financial covenants requiring the Company to maintain a maximum consolidated leverage ratio of 3.75 to 1.00, or for the quarter during which a material acquisition occurs and for the three fiscal quarters thereafter, 4.00 to 1.00, and limitations on making certain restricted payments (including dividends and stock repurchases).
Loans under the Credit Agreement are guaranteed by certain domestic subsidiaries of the Company. In addition, one of the Company’s foreign subsidiaries entered into a separate guarantee agreement limited to certain obligations of two foreign subsidiary borrowers. As of September 26, 2020, the outstanding balance under the Credit Agreement was $245,010,000, and included $50,656,000 of euro-denominated borrowings and $14,354,000 of Canadian dollar-denominated borrowings. As of September 26, 2020, the Company had $154,790,000 of borrowing capacity available under the Credit Agreement, which was calculated by translating its foreign-denominated borrowings using borrowing date foreign exchange rates.
See Note 10, Derivatives, under the heading Interest Rate Swap Agreements, for information relating to the swap agreements used to hedge the Company’s exposure to movements in the three-month USD LIBOR on its U.S. dollar-denominated debt borrowed under the Credit Agreement.
The weighted average interest rate for the outstanding balance under the Credit Agreement was 1.82% as of September 26, 2020.

Commercial Real Estate Loan
In 2018, the Company and certain domestic subsidiaries borrowed $21,000,000 under a ten-year promissory note (Real Estate Loan), which was repayable in quarterly principal installments of $262,500 with the remaining principal balance of $10,500,000 due July 6, 2028. Interest accrued and was payable quarterly in arrears at a fixed rate of 4.45% per annum.
In July 2020, the Company prepaid the outstanding principal balance on the Real Estate Loan of $18,900,000, together with accrued interest and a prepayment fee of 1.00% of the outstanding principal balance, resulting in a loss on the extinguishment of debt of $189,000, which is included in selling, general, and administrative expenses in the accompanying condensed consolidated statement of income. To prepay the Real Estate Loan, the Company used $19,000,000 of borrowings available under the Credit Agreement.

Senior Promissory Notes
In 2018, the Company entered into an uncommitted, unsecured Multi-Currency Note Purchase and Private Shelf Agreement (Note Purchase Agreement). Simultaneous with the execution of the Note Purchase Agreement, the Company issued senior promissory notes (Initial Notes) in an aggregate principal amount of $10,000,000, with a per annum interest rate of 4.90% payable semiannually, and a maturity date of December 14, 2028. The Company is required to prepay a portion of the principal of the Initial Notes beginning on December 14, 2023 and each year thereafter, and may optionally prepay the principal on the Initial Notes, together with any prepayment premium, at any time (in a minimum amount of $1,000,000, or the foreign currency equivalent thereof, if applicable) in accordance with the Note Purchase Agreement. The obligations of the Initial Notes may be accelerated upon an event of default as defined in the Note Purchase Agreement, which includes customary events of default under such financing arrangements.

16

KADANT INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

In accordance with the Note Purchase Agreement, the Company may also issue additional senior promissory notes (together with the Initial Notes, the Senior Promissory Notes) up to an additional $115,000,000 until the earlier of December 14, 2021 or the thirtieth day after written notice to terminate the issuance and sale of additional notes pursuant to the Note Purchase Agreement. The Senior Promissory Notes are pari passu with the Company’s indebtedness under the Credit Agreement, and any other senior debt, subject to certain specified exceptions, and participate in a sharing agreement with respect to the obligations of the Company and its subsidiaries under the Credit Agreement. The Senior Promissory Notes are guaranteed by certain of the Company’s domestic subsidiaries.

Debt Compliance
As of September 26, 2020, the Company was in compliance with the covenants related to its debt obligations.

Finance Leases
The Company's finance leases primarily relate to contracts for its vehicles.

Other Borrowings
Other borrowings include a sale-leaseback financing arrangement for a manufacturing facility in Germany. Under this arrangement, the quarterly lease payment includes principal, interest, and a payment to the landlord toward a loan receivable. The interest rate on the outstanding obligation is 1.79%. The secured loan receivable, which is included in other assets in the accompanying condensed consolidated balance sheet, was $1,127,000 at September 26, 2020. The lease arrangement provides for a fixed price purchase option, net of the projected loan receivable, of $1,549,000 at the end of the lease term in 2022. If the Company does not exercise the purchase option for the facility, it will receive cash from the landlord to settle the loan receivable. As of September 26, 2020, $3,704,000 was outstanding under this obligation.

7.    Stock-Based Compensation

The Company recognized stock-based compensation expense of $1,610,000 in the third quarter of 2020, $1,658,000 in the third quarter of 2019, $5,126,000 in the first nine months of 2020, and $5,125,000 in the first nine months of 2019 within SG&A expenses in the accompanying condensed consolidated statement of income. The Company recognizes compensation expense for all stock-based awards granted to employees and directors based on the grant date estimate of fair value for those awards. The fair value of RSUs is based on the grant date price of the Company's common stock, reduced by the present value of estimated dividends foregone during the requisite service period. For time-based RSUs, compensation expense is recognized ratably over the requisite service period for the entire award based on the grant date fair value, and net of actual forfeitures recorded when they occur. For performance-based RSUs, compensation expense is recognized ratably over the requisite service period for each separately vesting portion of the award based on the grant date fair value, net of actual forfeitures recorded when they occur, and remeasured each reporting period until the total number of RSUs to be issued is known. Unrecognized compensation expense related to stock-based compensation totaled approximately $6,913,000 at September 26, 2020 and will be recognized over a weighted average period of 1.7 years.


17

KADANT INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
8.    Retirement Benefit Plans

The Company includes the service cost component of net periodic benefit cost in operating income and all other components are included in other expense, net in the accompanying condensed consolidated statement of income.
In 2018, the Company's board of directors and its compensation committee approved amendments to freeze and terminate its U.S. pension plan (Retirement Plan) and its restoration plan (Restoration Plan). In the fourth quarter of 2019, the Company settled its Retirement Plan obligation. In the first quarter of 2020, the Company settled its Restoration Plan obligation of $2,427,000 by paying a lump sum to its plan participants. No benefit costs were incurred related to these plans in 2020.
The components of net periodic benefit cost are as follows:
Three Months Ended
September 26, 2020
Three Months Ended
September 28, 2019
(In thousands, except percentages) Non-U.S. Pension Other Post-Retirement U.S. Pension Non-U.S. Pension Other Post-Retirement
Service Cost $ 45  $ $ —  $ 43  $
Interest Cost 22  283  27  37 
Expected Return on Plan Assets (14) (1) (248) (16) (1)
Recognized Net Actuarial Loss 10 
Amortization of Prior Service Cost —  —  —  — 
$ 65  $ 14  $ 43  $ 59  $ 40 
The weighted average assumptions used to determine net periodic benefit cost are as follows:  
Discount Rate 2.05  % 3.80  % 4.10  % 2.82  % 4.44  %
Expected Long-Term Return on Plan Assets 7.21  % 7.21  % 4.10  % 9.22  % 9.22  %
Rate of Compensation Increase 3.14  % 5.57  % —  % 2.99  % 5.57  %

Nine Months Ended
September 26, 2020
Nine Months Ended
September 28, 2019
(In thousands, except percentages) Non-U.S. Pension Other Post-Retirement U.S. Pension Non-U.S. Pension Other Post-Retirement
Service Cost $ 131  $ $ —  $ 129  $
Interest Cost 66  29  850  84  112 
Expected Return on Plan Assets (45) (3) (745) (50) (3)
Recognized Net Actuarial Loss 31  12  24  15 
Amortization of Prior Service Cost —  —  —  — 
  $ 188  $ 43  $ 129  $ 178  $ 121 
The weighted average assumptions used to determine net periodic benefit cost are as follows:  
Discount Rate 2.12  % 3.83  % 4.10  % 2.81  % 4.44  %
Expected Long-Term Return on Plan Assets 7.21  % 7.21  % 4.10  % 9.22  % 9.22  %
Rate of Compensation Increase 3.17  % 5.57  % —  % 2.99  % 5.57  %
    
Other than the payment made for the settlement of the Restoration Plan obligation in January 2020, the Company does not plan to make any material cash contributions to its other pension and post-retirement plans in 2020.


18

KADANT INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
9.    Accumulated Other Comprehensive Items

Comprehensive income combines net income and other comprehensive items, which represent certain amounts that are reported as components of stockholders' equity in the accompanying condensed consolidated balance sheet.
Changes in each component of accumulated other comprehensive items (AOCI), net of tax, are as follows:
(In thousands) Foreign
Currency
Translation
Adjustment
Pension and Other Post-Retirement Benefit Liability Adjustments Deferred Loss on Cash Flow Hedges Total
Balance at December 28, 2019 $ (36,145) $ (831) $ (644) $ (37,620)
Other comprehensive income (loss) before reclassifications 748  (1) (420) 327 
Reclassifications from AOCI —  (84) 145  61 
Net current period other comprehensive items
748  (85) (275) 388 
Balance at September 26, 2020 $ (35,397) $ (916) $ (919) $ (37,232)
 
Amounts reclassified from AOCI are as follows:
  Three Months Ended Nine Months Ended
(In thousands) September 26,
2020
September 28,
2019
September 26,
2020
September 28,
2019
Statement of Income
Line Item
Retirement Benefit Plans (a)       
Recognized net actuarial loss
$ (14) $ (16) $ (43) $ (48) Other expense, net
Amortization of prior service cost
(2) —  (5) —  Other expense, net
Total expense before income taxes
(16) (16) (48) (48)  
Income tax benefit 132  12  Provision for income taxes
  (12) (12) 84  (36)  
Cash Flow Hedges (b)               
Interest rate swap agreements
(109) (10) (215) 17  Interest expense
Forward currency-exchange contracts
47  —  24  (129) Cost of revenue
Total expense before income taxes
(62) (10) (191) (112)  
Income tax benefit
15  46  35  Provision for income taxes
  (47) (8) (145) (77)  
Total Reclassifications $ (59) $ (20) $ (61) $ (113)  

(a)Included in the computation of net periodic benefit cost. See Note 8, Retirement Benefit Plans, for additional information.
(b)See Note 10, Derivatives, for additional information.

10.    Derivatives

Interest Rate Swap Agreements
The Company has entered into interest rate swap agreements to hedge its exposure to movements in USD LIBOR on its U.S. dollar-denominated debt. In 2018, the Company entered into an interest rate swap agreement (2018 Swap Agreement) with Citizens, which has a $15,000,000 notional value and expires on June 30, 2023. On a quarterly basis, the Company receives three-month USD LIBOR, which is subject to a zero percent floor, and pays a fixed rate of interest of 3.15% plus an applicable margin as defined in the Credit Agreement. In 2015, the Company entered into an interest rate swap agreement (2015 Swap Agreement) with Citizens which had a $10,000,000 notional value and expired on March 27, 2020. Under the 2015 Swap
19

KADANT INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Agreement, the Company received three-month USD LIBOR and paid a fixed rate of interest of 1.5% plus an applicable margin as defined in the Credit Agreement.
The interest rate swap agreements have been designated as cash flow hedges and are structured to be 100% effective. Unrealized gains and losses related to the fair values of the swap agreements are recorded to AOCI, net of tax. In the event of early termination of the 2018 Swap Agreement, the Company will receive from or pay to the counterparty the fair value of the interest rate swap agreement, and the unrealized gain or loss outstanding will be recognized in earnings.
The counterparty to the 2018 Swap Agreement could demand an early termination of that agreement if the Company were to be in default under the Credit Agreement, or any agreement that amends or replaces the Credit Agreement in which the counterparty is a member, and if it were to be unable to cure the default. See Note 6, Long-Term Obligations, for further details.

Forward Currency-Exchange Contracts
The Company uses forward currency-exchange contracts that have maturities of twelve months or less to hedge exposures resulting from fluctuations in currency exchange rates. Such exposures result from assets and liabilities that are denominated in currencies other than the functional currencies.
Forward currency-exchange contracts that hedge forecasted accounts receivable or accounts payable are designated as cash flow hedges and unrecognized gains and losses are recorded to AOCI, net of tax. Deferred gains and losses are recognized in the statement of income in the period in which the underlying transaction occurs. The fair values of forward currency-exchange contracts that are designated as fair value hedges and forward currency-exchange contracts that are not designated as hedges are recognized currently in earnings.
The Company recognized within SG&A expenses in the accompanying condensed consolidated statement of income gains of $27,000 in the third quarter of 2020, losses of $14,000 in the third quarter of 2019, losses of $1,000 in the first nine months of 2020, and losses of $46,000 in the first nine months of 2019 associated with forward currency-exchange contracts that were not designated as hedges.
The following table summarizes the fair value of derivative instruments in the accompanying condensed consolidated balance sheet:
    September 26, 2020 December 28, 2019
Balance Sheet Location Asset (Liability) (a) Notional Amount (b) Asset (Liability) (a) Notional Amount
(In thousands)
Derivatives Designated as Hedging Instruments:
Derivatives in an Asset Position:  
Forward currency-exchange contract Other Current Assets $ $ 1,311  $ —  $ — 
2015 Swap Agreement Other Current Assets $ —  $ —  $ 11  $ 10,000 
Derivatives in a Liability Position:
Forward currency-exchange contracts Other Current Liabilities $ (14) $ 842  $ (75) $ 4,825 
2018 Swap Agreement Other Long-Term Liabilities $ (1,202) $ 15,000  $ (770) $ 15,000 
Derivatives Not Designated as Hedging Instruments:        
Derivatives in an Asset Position:          
Forward currency-exchange contracts Other Current Assets $ 25  $ 713  $ $ 387 
Derivatives in a Liability Position:
Forward currency-exchange contracts Other Current Liabilities $ (5) $ 686  $ (43) $ 2,545 

(a) See Note 11, Fair Value Measurements and Fair Value of Financial Instruments, for the fair value measurements relating to these financial instruments.
(b) The total 2020 notional amounts are indicative of the level of the Company's recurring derivative activity.

20

KADANT INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table summarizes the activity in AOCI associated with derivative instruments designated as cash flow hedges as of and for the nine months ended September 26, 2020:
(In thousands) Interest Rate Swap
Agreements
Forward Currency-
Exchange
Contracts
Total
Unrealized Loss, Net of Tax, at December 28, 2019 $ (589) $ (55) $ (644)
Loss (gain) reclassified to earnings (a) 163  (18) 145 
(Loss) gain recognized in AOCI (487) 67  (420)
Unrealized Loss, Net of Tax, at September 26, 2020 $ (913) $ (6) $ (919)
    
(a) See Note 9, Accumulated Other Comprehensive Items, for the income statement classification.

As of September 26, 2020, the Company expects to reclassify losses of $351,000 from AOCI to earnings over the next twelve months based on the estimated cash flows of the 2018 Swap Agreement and the maturity dates of the forward currency-exchange contracts.

11.    Fair Value Measurements and Fair Value of Financial Instruments

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

Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
Level 3—Unobservable inputs based on the Company's own assumptions.

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis:
Fair Value as of September 26, 2020
(In thousands) Level 1 Level 2 Level 3 Total
Assets:
Money market funds and time deposits $ 10,561  $ —  $ —  $ 10,561 
Banker's acceptance drafts (a) $ —  $ 4,423  $ —  $ 4,423 
Forward currency-exchange contracts $ —  $ 29  $ —  $ 29 
Liabilities:        
2018 Swap Agreement $ —  $ 1,202  $ —  $ 1,202 
Forward currency-exchange contracts $ —  $ 19  $ —  $ 19 
Fair Value as of December 28, 2019
(In thousands) Level 1 Level 2 Level 3 Total
Assets:
Money market funds and time deposits $ 9,920  $ —  $ —  $ 9,920 
Banker's acceptance drafts (a) $ —  $ 5,230  $ —  $ 5,230 
2015 Swap Agreement $ —  $ 11  $ —  $ 11 
Forward currency-exchange contracts $ —  $ $ —  $
Liabilities:        
2018 Swap Agreement $ —  $ 770  $ —  $ 770 
Forward currency-exchange contracts $ —  $ 118  $ —  $ 118 

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


21

KADANT INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
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 nine months of 2020. Banker's acceptance drafts are carried at face value which approximates their fair value due to the short-term nature of the negotiable instrument. The fair values of forward currency-exchange contracts are based on quoted forward foreign exchange rates at the reporting date. The fair values of interest rate swap agreements are based on LIBOR yield curves 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 and represent the estimated amount the Company would receive or pay upon liquidation of the contracts. 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 debt obligations, excluding lease obligations and other borrowings, are as follows:
  September 26, 2020 December 28, 2019
  Carrying Value Fair Value Carrying Value Fair Value
(In thousands)
Debt Obligations:
Revolving credit facility $ 245,010  $ 245,010  $ 265,419  $ 265,419 
Commercial real estate loan —  —  19,425  20,541 
Senior promissory notes 10,000  10,916  10,000  10,803 
$ 255,010  $ 255,926  $ 294,844  $ 296,763 

The carrying value of the Company's revolving credit facility approximates the fair value as the obligation bears variable rates of interest, which adjust frequently, based on prevailing market rates. The fair values of the commercial real estate loan, which was repaid in July 2020, and senior promissory notes are primarily calculated based on quoted market rates plus an applicable margin available to the Company at the respective period ends, which represent Level 2 measurements.

12.    Business Segment Information

The Company previously reported its financial results by combining its operating entities into three reportable operating segments: Papermaking Systems, Wood Processing Systems, and Material Handling Systems, and a separate product line, Fiber-based Products. During the first quarter of 2020, the Company changed its reportable operating segments to better align with its strategic initiatives to grow both organically and through acquisitions. Such growth and diversification resulted in a change in the internal organization of the Company and how its chief operating decision maker makes operating decisions, assesses the performance of the business, and allocates resources. Accordingly, the Company's financial results are reported in three new reportable operating segments: Flow Control, Industrial Processing, and Material Handling. The Flow Control segment consists of the Company’s fluid-handling and doctoring, cleaning, & filtration product lines; the Industrial Processing segment consists of the Company’s wood processing and stock-preparation product lines (excluding baling products); and the Material Handling segment consists of the Company’s conveying and screening, baling, and fiber-based product lines. Financial information for 2019 has been recast to conform to the new segment presentation. A description of each segment follows.
    
Flow Control – Custom-engineered products, systems, and technologies that control the flow of fluids used in industrial and commercial applications to keep critical processes running efficiently in the packaging, tissue, food, metals, and other industrial sectors. The Company's products include rotary sealing devices, steam systems, expansion joints, doctor systems, roll and fabric cleaning devices, and filtration and fiber recovery systems.
Industrial Processing – Equipment, machinery, and technologies used to recycle paper and paperboard and process timber for use in the packaging, tissue, wood products and alternative fuel industries, among others. The Company's primary products include stock-preparation systems and recycling equipment, chemical pulping equipment, debarkers, stranders, chippers, and logging machinery. In addition, the Company provides industrial automation and digitization solutions to process industries.
Material Handling – Products and engineered systems used to handle bulk and discrete materials for secondary processing or transport in the aggregates, mining, food, and waste management industries, among others. The Company's primary products include conveying and vibratory equipment and balers. In addition, the Company manufactures and sells biodegradable, absorbent granules used as carriers in agricultural applications and for oil and grease absorption.


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Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table presents financial information for the Company's reportable operating segments:
Three Months Ended Nine Months Ended
September 26, September 28, September 26, September 28,
(In thousands) 2020 2019 2020 2019
Revenue
Flow Control $ 56,815  $ 62,375  $ 165,329  $ 188,792 
Industrial Processing 62,086  74,229  192,468  222,899 
Material Handling 35,709  36,900  108,800  110,294 
$ 154,610  $ 173,504  $ 466,597  $ 521,985 
Income Before Provision for Income Taxes
       
Flow Control (a) $ 13,770  $ 15,103  $ 37,360  $ 43,220 
Industrial Processing (b) 12,072  13,107  32,147  38,830 
Material Handling (c) 2,614  3,525  10,341  5,515 
Corporate (d) (7,121) (7,182) (20,737) (21,295)
Total operating income 21,335  24,553  59,111  66,270 
Interest expense, net (e) (1,618) (3,023) (5,920) (9,985)
Other expense, net (e) (32) (98) (95) (296)
$ 19,685  $ 21,432  $ 53,096  $ 55,989 
Capital Expenditures        
Flow Control $ 509  $ 636  $ 1,667  $ 1,814 
Industrial Processing 785  1,053  2,460  3,223 
Material Handling 486  397  1,167  1,145 
Corporate 42  125  54 
$ 1,822  $ 2,093  $ 5,419  $ 6,236 

(a) Includes restructuring costs of $265,000 in the three-month period ended September 26, 2020 and $721,000 in the nine-month period ended September 26, 2020.
(b) Includes restructuring costs of $205,000 in the three- and nine-month periods ended September 26, 2020. Includes acquisition-related expenses of $161,000 in the three-month period ended September 26, 2020 and $596,000 in the nine-month period ended September 26, 2020. Acquisition-related expenses include amortization expense associated with backlog and acquisition costs.
(c) Includes acquisition-related expenses of $248,000 in the three-month period ended September 26, 2020 and $256,000 in the nine-month period ended September 26, 2020. Includes acquisition-related expenses of $21,000 in the three-month period ended September 28, 2019 and $5,695,000 in the nine-month period ended September 28, 2019. Acquisition-related expenses include amortization expense associated with acquired profit in inventory and backlog, and acquisition costs.
(d) Corporate primarily includes general and administrative expenses.
(e) The Company does not allocate interest and other expense, net to its segments.

13.    Commitments and Contingencies

Right of Recourse
In the ordinary course of business, the Company's subsidiaries in China may receive banker's acceptance drafts from customers as payment for their trade accounts receivable. The drafts are noninterest-bearing obligations of the issuing bank and mature within six months of the origination date. The Company's subsidiaries in China may use these banker's acceptance drafts prior to the scheduled maturity date to settle outstanding accounts payable with vendors. Banker's acceptance drafts transferred to vendors are subject to customary right of recourse provisions prior to their scheduled maturity dates. The Company had $7,702,000 at September 26, 2020 and $7,003,000 at December 28, 2019 of banker's acceptance drafts subject to recourse, which were transferred to vendors and had not reached their scheduled maturity dates. Historically, the banker's acceptance drafts have settled upon maturity without any claim of recourse against the Company.

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

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

When we use the terms “we,” “us,” “our,” and the “Company,” we mean Kadant Inc., a Delaware corporation, and its consolidated subsidiaries, taken as a whole, unless the context otherwise indicates.
This Quarterly Report on Form 10-Q and the documents we incorporate by reference in this report include forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), and Section 27A of the Securities Act of 1933, as amended. These forward-looking statements 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 Risk Factors included in Part II, Item 1A, within this report and the section captioned Risk Factors, in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 28, 2019, as filed with the Securities and Exchange Commission (SEC) and as may be further amended and/or restated in subsequent filings with the SEC.

Overview

Company Background
We are a global supplier of high-value, critical components and engineered systems used in process industries worldwide. Our products, technologies, and services play an integral role in enhancing process efficiency, optimizing energy utilization, and maximizing productivity in resource-intensive industries.
We previously reported our financial results by combining operating entities into three reportable operating segments: Papermaking Systems, Wood Processing Systems, and Material Handling Systems, and a separate product line, Fiber-based Products. During the first quarter of 2020, we changed our reportable operating segments to better align with our strategic initiatives to grow both organically and through acquisitions. See Note 12, Business Segment Information, in the accompanying condensed consolidated financial statements for further detail regarding our segments. Accordingly, our financial results are reported in three new reportable operating segments: Flow Control, Industrial Processing, and Material Handling. The Flow Control segment consists of our fluid-handling and doctoring, cleaning, & filtration product lines; the Industrial Processing
segment consists of our wood processing and stock-preparation product lines (excluding our baling products); and the Material Handling segment consists of our conveying and screening, baling, and fiber-based product lines. Financial information for 2019 has been recast to conform to the new segment presentation. A description of each segment is as follows:
Flow Control – Custom-engineered products, systems, and technologies that control the flow of fluids used in industrial and commercial applications to keep critical processes running efficiently in the packaging, tissue, food, metals, and other industrial sectors. Our products include rotary sealing devices, steam systems, expansion joints, doctor systems, roll and fabric cleaning devices, and filtration and fiber recovery systems.
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Overview (continued)
Industrial Processing – Equipment, machinery, and technologies used to recycle paper and paperboard and process timber for use in the packaging, tissue, wood products, and alternative fuel industries, among others. Our products include stock-preparation systems and recycling equipment, chemical pulping equipment, debarkers, stranders, chippers, and logging machinery. In addition, we provide industrial automation and digitization solutions to process industries.
Material Handling – Products and engineered systems used to handle bulk and discrete materials for secondary processing or transport in the aggregates, mining, food, and waste management industries, among others. Our products include conveying and vibratory equipment and balers. In addition, we manufacture and sell biodegradable, absorbent granules used as carriers in agricultural applications and for oil and grease absorption.

Business Outlook and COVID-19 Update
In March 2020, the World Health Organization designated the novel coronavirus as a global pandemic (COVID-19). In response to the ongoing COVID-19 pandemic, we continue to focus our efforts on:
protecting the health and safety of our employees though precautionary measures, including working remotely when employees are not required to be physically present, social distancing, wearing face coverings, adding safety and hygiene protocols within our facilities, restricting travel and other safeguards;
as a critical infrastructure company, serving the needs and expectations of our customers;
working closely with our supply chain to minimize potential disruptions; and
preserving our liquidity position.

The COVID-19 pandemic has resulted in significant worldwide economic disruption and adversely affected our bookings and results of operations primarily due to delayed or reduced spending by our customers, as well as customer-requested delays on certain capital projects and service work. While our businesses continue to be impacted by COVID-19, we experienced an 8% sequential increase in bookings in the third quarter of 2020 compared to the second quarter of 2020, mainly attributable to improved capital equipment bookings at our Industrial Processing segment's wood processing business. For the fourth quarter of 2020, we expect a sequential increase in capital equipment bookings, and our parts and consumables bookings to remain stable as our customers perform year-end maintenance on their equipment.
Consolidated bookings decreased 16% to $143.3 million in the third quarter of 2020 compared to $170.9 million in the third quarter of 2019, offset by a 1% increase from the favorable effect of foreign currency translation and an acquisition. Our business outlook by segment, including an update on the impact of COVID-19, is as follows:

Flow Control – Bookings decreased 16% in the third quarter of 2020 compared with the third quarter of 2019. Bookings for capital equipment at our North American and European operations continue to be negatively impacted by delayed or reduced capital spending by our customers. Bookings for parts and consumables products at our North American and European operations declined slightly as a result of decreased demand from industrial customers due to production downtime, shutdowns and visitation restrictions at customer facilities related to COVID-19, while demand from our packaging, food processing, and tissue customers remained relatively stable.
Industrial Processing – Bookings decreased 20% in the third quarter of 2020 compared with the third quarter of 2019. Bookings at our stock-preparation business declined primarily due to delays or reductions in capital equipment spending by our customers as a result of COVID-19 and uncertainty in the Asian market surrounding the response to China's recovered paper import restrictions. The decline at our stock-preparation business was partially offset by increased capital equipment bookings at our wood processing business due to a robust U.S. housing market and a rebound in lumber, oriented strand board and plywood prices, which has driven increased capital investment by our customers. Our wood processing business continues to experience steady bookings for parts and consumables products due to an improved U.S. housing market and higher demand for wood-based products, which have increased mill run rates resulting in higher parts consumption by our customers.
Material Handling – Bookings decreased 9% in the third quarter of 2020 compared with the third quarter of 2019. Demand for our conveying and vibratory equipment continues to be negatively impacted by reduced customer spending primarily as a result of COVID-19 shutdowns and visitation restrictions. Despite a slight decline in bookings in the third quarter of 2020 compared to a strong third quarter of 2019, orders at our baler business improved significantly from the first two quarters of 2020 as a result of increased economic activity and eased COVID-19 restrictions in Europe in the third quarter, in addition to orders from new markets.
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Overview (continued)    

To mitigate the adverse effects of the pandemic on our business, we continue to manage discretionary spending in such areas as capital expenditures and travel-related costs, utilize government employee retention assistance programs, and execute restructuring actions to reduce payroll-related costs at certain of our operations. During the third quarter of 2020, we received benefits from government employee retention assistance programs of $2.8 million. We expect the benefits received from these programs to decrease in the fourth quarter of 2020.
Our liquidity position as of September 26, 2020 consisted of over $53 million of cash and cash equivalents, $155 million of available borrowing capacity, and $265 million of uncommitted borrowing capacity. We do not have any mandatory principal payments on our long-term debt obligations until 2023.
We continue to evaluate the impact of COVID-19 on our business and will take actions that are in the best interests of our employees, customers, and stakeholders or as mandated by governmental authorities. While our global presence and the diversity of our products have provided some stability during the COVID-19 pandemic, there is continued uncertainty surrounding the trajectory of the pandemic which has been impacted by a recent resurgence of infections in many regions of the world, the timing of recovery in the markets in which we operate, and the resulting impact on our results of operations, financial condition and cash flows. Accordingly, we cannot predict the extent of the impact that COVID-19 may have on our business for the remainder of fiscal 2020.
For more information on risks related to health epidemics to our business, including COVID-19, please see Part I, Item 1A. Risk Factors, included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019, as further amended in subsequent filings with the SEC.

Global Trade
In 2018, the United States began imposing tariffs on certain imports from China, which has and will continue to increase the cost of some of the equipment that we import. Although we are working to mitigate the impact of tariffs through pricing and sourcing strategies, we cannot be sure how our customers and competitors will react to certain actions we take. For more information on risks associated with our global operations, including tariffs, please see Part I, Item 1A. Risk Factors, included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019, as further amended in subsequent filings with the SEC.

International Sales and Foreign Currency
Slightly more than half of our sales are to customers outside the United States, mainly in Europe, Asia, and Canada. As a result, our financial performance can be materially affected by currency exchange rate fluctuations between the U.S. dollar and foreign currencies. To mitigate the impact of currency rate fluctuations, we generally seek to charge our customers in the same currency in which our operating