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8-K - 8-K - KAPSTONE PAPER & PACKAGING CORPa13-17285_18k.htm
EX-99.2 - EX-99.2 - KAPSTONE PAPER & PACKAGING CORPa13-17285_1ex99d2.htm

Exhibit 99.1

 

 

 

FOR FURTHER INFORMATION:

 

FOR IMMEDIATE RELEASE

Andrea K. Tarbox

 

Wednesday, July 31, 2013

Vice President and Chief Financial Officer

 

 

847.239.8812

 

 

 

KAPSTONE REPORTS RECORD SECOND QUARTER RESULTS

NET INCOME SURGES 14 PERCENT

 

NORTHBROOK, IL — July 31, 2013 — KapStone Paper and Packaging Corporation (NYSE:KS) today reported record results for the second quarter ended June 30, 2013.

 

·                  Net sales of $326 million up $20 million, or 7 percent, versus prior year

·                  Net income of $21 million up 14 percent versus 2012

·                  Adjusted EBITDA of $56 million up $6 million, or 11 percent, versus prior year

·                  Diluted EPS of $0.44 up $0.05 per share, or 13 percent, versus 2012

·                  Adjusted diluted EPS of $0.48 up $0.06 per share, or 14 percent, versus prior year

 

Roger W. Stone, Chairman and Chief Executive Officer, stated, “Our mills produced a record 390,000 tons for the quarter. All-time record net sales and adjusted EBITDA were achieved despite the loss of approximately 9,400 production tons and $5.0 million of expense due to our Charleston mill’s tri-annual planned maintenance outage. The increases in net sales and adjusted EBITDA were driven by our all-time record average selling prices for all mill products of $664 per ton which increased by $41 per ton compared to a year ago and $11 per ton compared to the first quarter of 2013, reflecting the impact of the 2012 and April 2013 containerboard price increases.  The April price increase was fully implemented by June and partially realized in the second quarter of 2013.

 

“In addition to our legacy operations performing very well in the second quarter, we were equally delighted with the performance of Longview which we acquired on July 18, 2013.  Together, KapStone and Longview create an even stronger and more diversified company.”

 

Second Quarter Operating Highlights

 

Consolidated net sales of $326 million in the second quarter of 2013 increased by $20 million, or 7 percent, compared to $306 million for the 2012 second quarter. The increase is primarily due to higher average selling prices as the $50 per ton 2012 containerboard price increase was fully realized and the April 2013 $50 per ton containerboard price increase was fully implemented by June. The average mill selling price increased by $41 per ton compared to the second quarter of 2012.

 

1



 

In 2013’s second quarter, 418,000 tons were sold compared to 423,000 tons a year earlier.

 

Operating income of $35 million for the 2013 second quarter increased by $2 million, or 7 percent, compared to the 2012 second quarter. The improved financial performance primarily reflects benefits from higher selling prices partially offset by the tri-annual Charleston mill outage, inflation on input costs, lower volume, Longview acquisition related charges and the new Aurora manufacturing plant.

 

Interest expense, net, was $1.9 million for the second quarter of 2013, down $0.4 million from a year ago as a result of lower debt balances and lower interest rates. At June 30, 2013, the interest rate on the majority of the Company’s debt was 1.95 percent.

 

The effective income tax rate for the 2013 second quarter was 34.5 percent compared to 36.0 percent for the 2012 second quarter. The lower effective income tax rate is due to a higher expected benefit from the domestic manufacturing deduction and lower state income taxes.

 

Cash Flow and Working Capital

 

Cash and cash equivalents increased by $0.8 million in the quarter ended June 30, 2013, to $8.4 million reflecting $55.0 million of net cash provided by operating activities, $15.9 million of cash used by investing activities and $38.4 million of cash used by financing activities.

 

Capital expenditures for the second quarter of 2013 totaled $15.9 million. The Company estimates $93.0 million of capital expenditures for the year.

 

At June 30, 2013, the Company had approximately $125.0 million of working capital and $133.6 million of revolver borrowing capacity.

 

Longview Acquisition

 

In conjunction with our consummation of the Longview acquisition on July 18, 2013, we entered into an Amended and Restated credit agreement with Bank of America, Wells Fargo and Barclays Bank. As we previously reported, the new credit agreement includes an $805.0 million five-year term loan, a $470.0 million seven-year term loan and a $400.0 million revolving credit facility. At closing, we retired our remaining $305.3 million term loan and $13.7 million of revolver borrowings due under our old credit agreement and paid $19.7 million in bank fees.

 

Conclusion

 

In summary, Stone commented, “Our legacy KapStone operations are performing very well, and we are now thoroughly engaged in welcoming and integrating Longview into the KapStone family.”

 

2



 

Conference Call

 

KapStone will host a conference call at 11 a.m. EDT, Thursday, August 1, 2013, to discuss the Company’s financial results for the 2013 second quarter. All interested parties are invited to listen and may do so by either accessing a simultaneous broadcast webcast on KapStone’s website, http://www.kapstonepaper.com, or for those unable to access the webcast, the following dial-in numbers are available:

 

Domestic: 866.730.5771

International: 857.350.1595

Participant Passcode: 87287078

 

A presentation to be viewed in conjunction with the call will also be available on our website, http://www.kapstonepaper.com, in the “Investors” section.

 

Replay of the webcast will be available for 30 days on the Company’s website following the call.

 

About the Company

 

Headquartered in Northbrook, IL, KapStone Paper and Packaging Corporation is a leading North American producer of containerboard, unbleached kraft paper products, and corrugated products.   The Company operates four paper mills and 22 converting plants located throughout the United States.  The business employs approximately 4,500 people.

 

Non-GAAP Financial Measures

 

This press release includes certain non-GAAP financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted Net Income”, and “Adjusted Diluted EPS” to measure our operating performance. Management uses these measures to focus on the on-going operations, and believes it is useful to investors because they enable them to perform meaningful comparisons of past and present operating results. The Company believes that EBITDA and Adjusted EBITDA provide useful information to investors because they improve the comparability of the financial results between periods and provide for greater transparency to key measures used to evaluate the performance and liquidity of the Company. Management uses EBITDA and Adjusted EBITDA for evaluating the Company’s performance against competitors and as a primary measure for employees’ incentive programs. Reconciliations of Net Income to EBITDA, EBITDA to Adjusted EBITDA, Net Income to Adjusted Net Income, Basic EPS to Adjusted Basic EPS, and Diluted EPS to Adjusted Diluted EPS are included in the financial schedules contained in this press release. However, these measures should not be construed as an alternative to any other measure of performance determined in accordance with GAAP.

 

3



 

Forward-Looking Statements

 

Statements in this news release that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can often be identified by words such as “may,” “will,” “should,” “would,’ “expect,” “project,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “outlook,” or “continue,” the negative of these terms or other similar expressions. These statements reflect management’s current views and are subject to risks, uncertainties and assumptions, many of which are beyond the Company’s control that could cause actual results to differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ materially include, but are not limited to: (1) industry conditions, including changes in cost, competition, changes in the Company’s product mix and demand and pricing for the Company’s products; (2) market and economic factors, including changes in raw material and healthcare costs, exchange rates and interest rates; (3) results of legal proceedings and compliance costs, including unanticipated expenditures related to the cost of compliance with environmental and other governmental regulations; (4) the ability to achieve and effectively manage growth; (5) the ability to pay the Company’s debt obligations; (6) the ability to carry out the Company’s strategic initiatives and manage associated costs and (7) the integration of the Longview acquisition. Further information on these and other risks and uncertainties is provided under Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and elsewhere in reports that the Company files with the SEC. These filings can be found on KapStone’s Web site at http://www.kapstonepaper.com and the SEC’s Web site at www.sec.gov. Forward-looking statements included herein speak only as of the date hereof and the Company disclaims any obligation to revise or update such statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or circumstances.

 

4



 

KapStone Paper and Packaging Corporation

Consolidated Statements of Income

(In thousands, except share and per share amounts)

(unaudited)

 

 

 

 

 

 

 

Fav / (Unfav)

 

 

 

 

 

Fav / (Unfav)

 

 

 

Quarter Ended June 30,

 

Variance

 

Six Months Ended June 30,

 

Variance

 

 

 

2013

 

2012

 

%

 

2013

 

2012

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

326,321

 

$

306,259

 

6.6

%

$

646,134

 

$

606,102

 

6.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales, excluding depreciation and amortization

 

225,753

 

213,335

 

-5.8

%

450,699

 

427,409

 

-5.4

%

Depreciation and amortization

 

17,253

 

15,327

 

-12.6

%

34,477

 

30,503

 

-13.0

%

Freight and distribution expenses

 

27,849

 

27,936

 

0.3

%

55,769

 

53,679

 

-3.9

%

Selling, general and administrative expenses

 

21,072

 

17,436

 

-20.9

%

40,200

 

35,008

 

-14.8

%

Other operating income

 

196

 

230

 

-14.8

%

398

 

428

 

-7.0

%

Operating income

 

34,590

 

32,455

 

6.6

%

65,387

 

59,931

 

9.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange gain / (loss)

 

89

 

(508

)

117.5

%

(222

)

(388

)

42.8

%

Interest expense, net

 

1,909

 

2,296

 

16.9

%

3,784

 

4,669

 

19.0

%

Amortization of debt issuance costs

 

727

 

897

 

19.0

%

1,453

 

1,803

 

19.4

%

Income before provision for income taxes

 

32,043

 

28,754

 

11.4

%

59,928

 

53,071

 

12.9

%

Provision for income taxes

 

11,052

 

10,350

 

-6.8

%

20,478

 

19,104

 

-7.2

%

Net income

 

$

20,991

 

$

18,404

 

14.1

%

$

39,450

 

$

33,967

 

16.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.44

 

$

0.39

 

 

 

$

0.83

 

$

0.73

 

 

 

Diluted

 

$

0.44

 

$

0.39

 

 

 

$

0.82

 

$

0.71

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

47,550,426

 

46,620,354

 

 

 

47,516,218

 

46,555,990

 

 

 

Diluted

 

48,217,835

 

47,744,589

 

 

 

48,222,022

 

47,792,980

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective income tax rate

 

34.5

%

36.0

%

 

 

34.2

%

36.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (GAAP) to EBITDA (Non-GAAP) to Adjusted EBITDA (Non-GAAP):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (GAAP)

 

$

20,991

 

$

18,404

 

14.1

%

$

39,450

 

$

33,967

 

16.1

%

Interest expense, net

 

1,909

 

2,296

 

16.9

%

3,784

 

4,669

 

19.0

%

Amortization of debt issuance costs

 

727

 

897

 

19.0

%

1,453

 

1,803

 

19.4

%

Provision for income taxes

 

11,052

 

10,350

 

-6.8

%

20,478

 

19,104

 

-7.2

%

Depreciation and amortization

 

17,253

 

15,327

 

-12.6

%

34,477

 

30,503

 

-13.0

%

EBITDA (Non-GAAP)

 

$

51,932

 

$

47,274

 

9.9

%

$

99,642

 

$

90,046

 

10.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition, start up and other expenses

 

2,673

 

1,382

 

-93.4

%

3,284

 

2,605

 

-26.1

%

Stock-based compensation expense

 

954

 

1,264

 

24.5

%

3,299

 

3,577

 

7.8

%

Adjusted EBITDA (Non-GAAP)

 

$

55,559

 

$

49,920

 

11.3

%

$

106,225

 

$

96,228

 

10.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (GAAP) to Adjusted Net Income (Non-GAAP):

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (GAAP)

 

$

20,991

 

$

18,404

 

 

 

$

39,450

 

$

33,967

 

 

 

Acquisition, start up and other expenses

 

1,751

 

885

 

 

 

2,151

 

1,667

 

 

 

Stock-based compensation expense

 

625

 

809

 

 

 

2,161

 

2,289

 

 

 

Adjusted Net Income (Non-GAAP)

 

$

23,367

 

$

20,098

 

 

 

$

43,762

 

$

37,923

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic EPS (GAAP) to Adjusted Basic EPS (Non-GAAP):

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic EPS (GAAP)

 

$

0.44

 

$

0.39

 

 

 

$

0.83

 

$

0.73

 

 

 

Acquisition, start up and other expenses

 

0.04

 

0.02

 

 

 

0.04

 

0.04

 

 

 

Stock-based compensation expense

 

0.01

 

0.02

 

 

 

0.05

 

0.05

 

 

 

Adjusted Basic EPS (Non-GAAP)

 

$

0.49

 

$

0.43

 

 

 

$

0.92

 

$

0.82

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS (GAAP) to Adjusted Diluted EPS (Non-GAAP):

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share (GAAP)

 

$

0.44

 

$

0.39

 

 

 

$

0.82

 

$

0.71

 

 

 

Acquisition, start up and other expenses

 

0.03

 

0.02

 

 

 

0.04

 

0.03

 

 

 

Stock-based compensation expense

 

0.01

 

0.01

 

 

 

0.05

 

0.05

 

 

 

Adjusted Diluted EPS (Non-GAAP)

 

$

0.48

 

$

0.42

 

 

 

$

0.91

 

$

0.79

 

 

 

 

5



 

KapStone Paper and Packaging Corporation

Consolidated Balance Sheets

(In thousands)

 

 

 

June 30,

 

December 31,

 

 

 

2013

 

2012

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

8,404

 

$

16,488

 

Trade accounts receivable, net of allowances

 

139,272

 

111,592

 

Other receivables

 

6,189

 

10,061

 

Inventories

 

114,065

 

113,511

 

Prepaid expenses and other current assets

 

7,361

 

9,808

 

Deferred income taxes

 

5,732

 

5,864

 

Total current assets

 

281,023

 

267,324

 

 

 

 

 

 

 

Plant, property and equipment, net

 

577,718

 

576,115

 

Other assets

 

4,450

 

4,412

 

Intangible assets, net

 

52,741

 

57,027

 

Goodwill

 

226,289

 

226,289

 

Total assets

 

$

1,142,221

 

$

1,131,167

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

5,313

 

$

 

Short-term borrowings

 

13,700

 

63,500

 

Other current borrowings

 

1,703

 

 

Accounts payable

 

81,470

 

89,638

 

Accrued expenses

 

31,179

 

25,032

 

Accrued compensation costs

 

20,874

 

20,421

 

Accrued income taxes

 

1,812

 

 

Total current liabilities

 

156,051

 

198,591

 

 

 

 

 

 

 

Long-term debt, net of current portion

 

290,323

 

294,310

 

Pension and post-retirement benefits

 

13,820

 

13,193

 

Deferred income taxes

 

108,068

 

96,459

 

Other liabilities

 

11,134

 

10,666

 

Total other liabilities

 

423,345

 

414,628

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock $0.0001 par value

 

5

 

5

 

Additional paid-in capital

 

241,386

 

236,034

 

Retained earnings

 

324,461

 

285,011

 

Accumulated other comprehensive loss

 

(3,027

)

(3,102

)

Total stockholders’ equity

 

562,825

 

517,948

 

Total liabilities and stockholders’ equity

 

$

1,142,221

 

$

1,131,167

 

 

6



 

KapStone Paper and Packaging Corporation

Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

 

 

 

Quarter Ended June 30,

 

Six Months Ended June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

20,991

 

$

18,404

 

$

39,450

 

$

33,967

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

17,253

 

15,327

 

34,477

 

30,503

 

Stock-based compensation expense

 

954

 

1,264

 

3,299

 

3,577

 

Excess tax benefits from stock-based compensation

 

(1,344

)

(1,051

)

(1,730

)

(1,496

)

Amortization of debt issuance costs

 

727

 

897

 

1,453

 

1,803

 

Loss on disposal of fixed assets

 

124

 

523

 

142

 

591

 

Deferred income taxes

 

8,520

 

8,526

 

13,426

 

14,728

 

Changes in operating assets and liabilities

 

7,810

 

13,319

 

(19,845

)

(6,673

)

Net cash provided by operating activities

 

$

55,035

 

$

57,209

 

$

70,672

 

$

77,000

 

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

USC acquisition

 

 

 

 

(314

)

Capital expenditures

 

(15,881

)

(16,549

)

(32,713

)

(27,454

)

Net cash used in investing activities

 

$

(15,881

)

$

(16,549

)

$

(32,713

)

$

(27,768

)

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

Proceeds from revolving credit facility

 

$

41,900

 

$

1,400

 

$

91,400

 

$

39,400

 

Repayments on revolving credit facility

 

(80,400

)

(1,400

)

(141,200

)

(39,400

)

Repayments of long-term debt

 

 

(50,000

)

 

(50,000

)

Proceeds from other current borrowings

 

 

 

3,731

 

3,398

 

Repayments of other current borrowings

 

(1,016

)

(925

)

(2,028

)

(1,846

)

Payment of withholding taxes on stock awards

 

(848

)

(1,179

)

(860

)

(1,179

)

Proceeds from exercises of stock options

 

652

 

55

 

1,014

 

475

 

Excess tax benefits from stock-based compensation

 

1,344

 

1,051

 

1,730

 

1,496

 

Proceeds from issuance of shares to ESPP

 

 

 

170

 

90

 

Loan amendment costs

 

 

(45

)

 

(45

)

Net cash provided by (used in) financing activities

 

$

(38,368

)

$

(51,043

)

$

(46,043

)

$

(47,611

)

 

 

 

 

 

 

 

 

 

 

Net increase / (decrease) in cash and cash equivalents

 

786

 

(10,383

)

(8,084

)

1,621

 

Cash and cash equivalents-beginning of period

 

7,618

 

20,066

 

16,488

 

8,062

 

Cash and cash equivalents-end of period

 

$

8,404

 

$

9,683

 

$

8,404

 

$

9,683

 

 

7