UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 27, 2004
KADANT INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11406 52-1762325
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
One Acton Place
Acton, Massachusetts 01720
(Address of Principal Executive Offices) (Zip Code)
(978) 776-2000
Registrant's telephone number, including area code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
KADANT INC.
Item 2.02 Results of Operations and Financial Condition.
On October 27, 2004, Kadant Inc. (the "Company") announced its
financial results for the fiscal quarter ended October 2, 2004. The full text of
the press release issued in connection with the announcement is furnished as
Exhibit 99 to this Current Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99) shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 2.05 Costs Associated with Exit or Disposal Activities.
On October 27, 2004, the Board of Directors of the Company approved a
plan to sell the Company's composites building products business (the
"composites business") which is part of the Company's Composite and Fiber-based
Products segment. The Company decided to sell the composites business after a
determination that the business does not align with the Company's other business
lines and long-term strategies. The Company intends to sell the composites
business as a going concern and is presently evaluating potential buyers for the
composites business as well as the costs that may be incurred in selling the
business. Further, as described in Item 2.06 below, the Company is also
evaluating whether any impairment charge related to the composites business is
required in the quarter ending January 1, 2005, as a result of the decision to
discontinue the composites business for accounting purposes.
Item 2.06 Material Impairments.
In connection with the decision to discontinue the operations of the
composites business, as described under Item 2.05 above, the Company may incur
an impairment charge in the fourth quarter of 2004. At the present time, the
Company is not able to estimate the amount of the impairment charge, if any,
that may be required.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibit
The following exhibit relating to Item 2.02 shall be deemed to be
furnished and not filed.
Exhibit
No. Description of Exhibit
------- ----------------------
99 Press Release issued by the Company on October 27, 2004.
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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 hereunto duly authorized.
KADANT INC.
Date: October 27, 2004 By: /s/ Thomas M. O'Brien
--------------------------------------------------
Thomas M. O'Brien
Executive Vice President, Chief Financial Officer,
and Treasurer
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Exhibit 99
[LOGO]
NEWS
KADANT
AN ACCENT ON INNOVATION
One Acton Place, Suite 202
Acton, MA 01720
Investor contact: Thomas M. O'Brien, 978-776-2000
Media contact: GreatPoint Communications, 978-392-6866
Kadant Reports 2004 Third Quarter Results
and Announces Intent to Sell Composites Business
ACTON, Mass., October 27, 2004 - For the third quarter of 2004, Kadant Inc.
(NYSE:KAI) reported that revenues increased to $53.3 million (including $1.3
million from the favorable effect of currency translation), compared with $45.9
million in the third quarter of 2003. GAAP net loss was $0.5 million, or $.04
per diluted share, in the 2004 quarter, due primarily to a $5.7 million
operating loss in the company's composite building products business, compared
with GAAP net income of $2.7 million, or $.19 per diluted share, in the 2003
quarter.
"After reporting solid performance in the first half of the year, we
were set back by a large loss in the composites business that lowered our EPS by
$.26," said William A. Rainville, chairman and chief executive officer of
Kadant. "Without this disappointing loss, we would have exceeded our earnings
guidance for the quarter.
"Most of the composites loss was due to $4.6 million of warranty
expense primarily related to a new problem concerning excessive oxidation that
affects the integrity of the plastic used in some of our decking products.
During the third quarter, we experienced a substantial number of claims related
to this issue, and are exchanging product held by our distributors for new
material. While we saw strong demand for our decking products, as evidenced by
high bookings and revenues again this quarter, we believe this business will
offer greater value in a company dedicated to serving the building or plastics
industries. Therefore, we have decided to sell the composites business, and are
in the process of evaluating potential buyers.
"In our core papermaking equipment business, the industry environment
in North America and parts of Europe is improving as major paper manufacturers
report profitability gains, yet capital spending increases by our customers
continue to lag the recovery. We have positioned Kadant for an upturn by
developing technologies that improve papermaking productivity and quality and
focusing on sales of aftermarket parts and services. At our largest subsidiary
in Europe, we have appointed a new president and are reviewing alternatives,
including restructuring, for returning this operation to profitability.
"In China, demand for our stock-preparation products remains strong.
Just after quarter-end, we received an order for nearly $4 million from a long-
time customer for equipment to be used in the production of recycled packaging
materials. We have additional contracts from China totaling approximately $9
million, but are waiting to receive letters of credit or deposits before we
record them as bookings. Assuming the financing of these contracts isn't further
delayed, we should be off to a good start in China in the first quarter of 2005.
"As a result of our decision to sell the composites business, we will
treat this business as a discontinued operation for accounting purposes going
forward. Factoring in the loss in our European operation and timing issues in
China, we expect to report, for continuing operations, GAAP diluted EPS of $.06
to $.08 for the fourth quarter of 2004, on revenues of $40 million to $42
million. For the full year, for continuing operations, this leads to a revised
GAAP diluted EPS estimate of $.79 to $.81, on revenues of $189 million to $191
million.
"No question, we have a lot of work ahead to put Kadant back on track
for earnings growth," Mr. Rainville added. "However, ongoing investment in our
core business leaves us well-positioned for paper industry recovery in some
parts of the world, and to take advantage of growth opportunities in others.
With a cash balance of $77 million at quarter-end, and no debt, we are
positioned to improve shareholder value through a variety of actions, including
internal investment, stock buybacks, and strategic acquisitions."
-more-
Financial Highlights (unaudited)
(In thousands, except per share amounts and percentages)
Three Months Ended Nine Months Ended
-------------------------------- --------------------------------
Condensed Consolidated Statement of Operations October 2, 2004 Sept. 27, 2003 October 2, 2004 Sept. 27, 2003
- -----------------------------------------------------------------------------------------------------------------------------
Revenues $ 53,277 $ 45,906 $ 162,786 $ 153,065
Costs and Operating Expenses:
Cost of revenues 38,671 27,768 107,288 95,062
Selling, general and administrative expenses 15,254 12,775 45,688 39,669
Research and development expenses 922 1,149 2,633 3,502
Gain on sale of subsidiary (149) - (149) -
Restructuring and unusual items - 157 - (23)
--------------- -------------- --------------- --------------
54,698 41,849 155,460 138,210
--------------- -------------- --------------- --------------
Operating Income (Loss) (1,421) 4,057 7,326 14,855
Interest Income 356 243 1,003 693
Interest Expense (2) (11) (14) (39)
--------------- -------------- --------------- --------------
Income (Loss) Before Income Taxes
and Minority Interest (1,067) 4,289 8,315 15,509
Provision (Benefit) for Income Taxes (568) 1,630 2,329 5,894
Minority Interest Expense (Income) (6) (4) 8 68
--------------- -------------- --------------- --------------
Net Income (Loss) $ (493) $ 2,663 $ 5,978 $ 9,547
=============== ============== =============== ==============
Earnings (Loss) per Share
Basic $ (.04) $ .20 $ .42 $ .70
=============== ============== =============== ==============
Diluted $ (.04) $ .19 $ .41 $ .69
=============== ============== =============== ==============
Weighted Average Shares
Basic 13,977 13,632 14,139 13,602
=============== ============== =============== ==============
Diluted 13,977 14,041 14,480 13,905
=============== ============== =============== ==============
Three Months Ended Nine Months Ended
-------------------------------- --------------------------------
Adjusted Diluted Earnings (Loss) per Share (a) October 2, 2004 Sept. 27, 2003 October 2, 2004 Sept. 27, 2003
- -----------------------------------------------------------------------------------------------------------------------------
GAAP Diluted Earnings (Loss) per Share $ (.04) $ .19 $ .41 $ .69
Gain on Sale of Subsidiary (.01) - (.01) -
Restructuring and Unusual Items - .01 - -
Income Taxes (b) (.01) - (.04) -
--------------- -------------- --------------- --------------
$ (.06) $ .20 $ .36 $ .69
=============== ============== =============== ==============
Three Months Ended Nine Months Ended
-------------------------------- --------------------------------
Business Segment Information October 2, 2004 Sept. 27, 2003 October 2, 2004 Sept. 27, 2003
- -----------------------------------------------------------------------------------------------------------------------------
Revenues:
Pulp and Papermaking Equipment and Systems $ 47,669 $ 42,023 $ 144,166 $ 138,254
Composite and Fiber-based Products 5,608 3,883 18,620 14,811
--------------- -------------- --------------- --------------
$ 53,277 $ 45,906 $ 162,786 $ 153,065
=============== ============== =============== ==============
Gross Profit Margin:
Pulp and Papermaking Equipment and Systems 39% 42% 39% 39%
Composite and Fiber-based Products (75%) 11% (9%) 28%
--------------- -------------- --------------- --------------
27% 40% 34% 38%
=============== ============== =============== ==============
Operating Income (Loss):
Pulp and Papermaking Equipment and Systems $ 5,595 $ 5,702 $ 18,090 $ 17,633
Composite and Fiber-based Products (c) (5,611) (669) (6,143) 314
Corporate (1,405) (976) (4,621) (3,092)
--------------- -------------- --------------- --------------
$ (1,421) $ 4,057 $ 7,326 $ 14,855
=============== ============== =============== ==============
Adjusted Operating Income (Loss)(Excludes
Restructuring and Unusual Items and Gain
on Sale of Subsidiary) (a):
Pulp and Papermaking Equipment and Systems (d) $ 5,446 $ 5,859 $ 17,941 $ 17,610
Composite and Fiber-based Products (5,611) (669) (6,143) 314
Corporate (1,405) (976) (4,621) (3,092)
--------------- -------------- --------------- --------------
$ (1,570) $ 4,214 $ 7,177 $ 14,832
=============== ============== =============== ==============
-more-
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Three Months Ended Nine Months Ended
-------------------------------- --------------------------------
Business Segment Information (continued) October 2, 2004 Sept. 27, 2003 October 2, 2004 Sept. 27, 2003
- -----------------------------------------------------------------------------------------------------------------------------
Bookings:
Pulp and Papermaking Equipment and Systems $ 40,392 $ 44,559 $ 140,432 $ 141,203
Composite and Fiber-based Products 5,222 2,638 17,325 10,463
--------------- -------------- --------------- --------------
$ 45,614 $ 47,197 $ 157,757 $ 151,666
=============== ============== =============== ==============
Capital Expenditures:
Pulp and Papermaking Equipment and Systems $ 291 $ 537 $ 1,126 $ 1,098
Composite and Fiber-based Products 179 585 479 1,461
Corporate 5 - 16 11
--------------- -------------- --------------- --------------
$ 475 $ 1,122 $ 1,621 $ 2,570
=============== ============== =============== ==============
Three Months Ended Nine Months Ended
-------------------------------- --------------------------------
Cash Flow and Other Data October 2, 2004 Sept. 27, 2003 October 2, 2004 Sept. 27, 2003
- -----------------------------------------------------------------------------------------------------------------------------
Cash Provided by Operations $ 388 $ 16,953 $ 9,265 $ 20,011
Depreciation and Amortization Expense 1,194 1,248 3,613 3,855
Balance Sheet Data October 2, 2004 January 3, 2004
- -----------------------------------------------------------------------------------------------------------------------------
Cash and Short-term Investments $ 77,101 $ 74,451
Short-term Debt - 598
Shareholders' Investment 211,875 211,758
(a) In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use the
non-GAAP financial measures of adjusted diluted EPS and adjusted operating income, which exclude restructuring and other non-
recurring items. We exclude these items because they are outside our normal operations. We believe that providing such non-GAAP
measures helps investors to gain a more meaningful understanding of our operating results from period to period, and is
consistent with how we measure our performance. The non-GAAP financial measures included in this press release are not meant to
be considered superior to or a substitute for results of operations prepared in accordance with GAAP. In addition, the non-GAAP
financial measures included in this press release may be different from, and therefore may not be comparable to, similar
measures used by other companies.
(b) Represents effect of reduction in tax reserves of $195 and $581 in the three- and nine-month periods ended October 2, 2004,
respectively.
(c) Includes operating losses of $5,689 and $6,991 in the three- and nine-month periods ended October 2, 2004, respectively, and
$771 and $661 in the three- and nine-month periods ended September 27, 2003, respectively, from the composite building products
business.
(d) Excludes gain on sale of subsidiary of $149 in the three- and nine-month periods ended October 2, 2004, respectively, and
restructuring and unusual items of $157 and $(23) in the three- and nine-month periods ended September 27, 2003, respectively.
Kadant will hold its earnings conference call on Thursday,
October 28, 2004, at 11 a.m. Eastern time. To listen, call 800-709-2159 within
the U.S., or 973-582-2810 outside the U.S. You can also listen to the call live
on the Web by visiting www.kadant.com and clicking on "Investors." An audio
archive of the call will be available on our Web site until November 26, 2004.
Kadant Inc. is a leading supplier of a range of products for the global
papermaking and paper recycling industries, including stock-preparation
equipment, water-management systems, and paper machine accessories. We also
develop and manufacture composite building materials produced from recycled
fiber and plastic. Kadant, based in Acton, Massachusetts, had approximately
$204 million in revenues in 2003 and 1,000 employees worldwide. For more
information, please visit www.kadant.com.
The following constitutes a "Safe Harbor" statement under the Private
Securities Litigation Reform Act of 1995: This press release contains forward-
looking statements that involve a number of risks and uncertainties, including
forward-looking statements regarding the potential improvement or recovery of
the paper industry, our projected operations, the future performance of our
businesses, opportunities to improve shareholder value, the potential warranty
issues associated with our composite building products business and the possible
sale of that business, and orders from China. Important factors that could cause
actual results to differ materially from those indicated by such statements are
set forth under the heading "Risk Factors" in Kadant's quarterly report on Form
10-Q for the period ended July 3, 2004. These include risks and uncertainties
relating to our dependence on the pulp and paper industry; international sales
and operations; competition; ability to manufacture and distribute composite
building products, and the seasonality in sales and the long-term performance oF
such products; availability of raw materials and exposure to commodity price
fluctuations related to the manufacture of composite and fiber-based products;
acquisition strategy; protection of patents and proprietary rights; fluctuations
in quarterly operating results; and anti-takeover provisions. We undertake no
obligation to publicly update any forward-looking statement, whether as a result
of new information, future events, or otherwise.
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