Subsequent Event

Acquisition

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

Unaudited Supplemental Pro Forma Information

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



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

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

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

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


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


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


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


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

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