Form 8-K KAPSTONE PAPER & PACKAGI For: May 04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 4, 2015
Date of Report (Date of earliest event reported)
KapStone Paper and Packaging Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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001-33494 |
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20-2699372 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
1101 Skokie Boulevard, Suite 300
Northbrook, Illinois 60062
(Address of principal executive offices)
(847) 239-8800
(Registrants telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On May 4, 2015, KapStone Paper and Packaging Corporation (KapStone) issued a press release announcing first quarter 2015 financial results. A copy of the press release is attached hereto as Exhibit 99.1. In addition, a copy of KapStones First Quarter 2015 Financial Review which will be used for the conference call on May 5, 2015 is attached hereto as Exhibit 99.2.
The information is being furnished under Item 2.02 Results of Operations and Financial Condition of Form 8-K. Such information, including the Exhibits attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure
On May 5, 2015, the management of KapStone will participate in a conference call discussing KapStones financial results for the quarter ended March 31, 2015.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description |
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Exhibit 99.1 |
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Press release dated May 4, 2015, announcing first quarter 2015 financial results |
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Exhibit 99.2 |
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First Quarter 2015 Financial Review of KapStone Paper and Packaging Corporation, dated May 4, 2015 |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: May 4, 2015 |
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KAPSTONE PAPER AND PACKAGING CORPORATION | |
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By: |
/s/ Andrea K. Tarbox |
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Name: |
Andrea K. Tarbox |
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Title: |
Vice President and Chief Financial Officer |
Exhibit 99.1

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FOR FURTHER INFORMATION: |
FOR IMMEDIATE RELEASE |
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Andrea K. Tarbox |
Monday, May 4, 2015 |
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Vice President and Chief Financial Officer |
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847.239.8812 |
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KAPSTONE REPORTS FIRST QUARTER RESULTS
KAPSTONE INVESTOR CALL AT 11:30 A.M. ET, MAY 5
NORTHBROOK, IL May 4, 2015 KapStone Paper and Packaging Corporation (NYSE: KS) today reported results for the first quarter ended March 31, 2015. As compared to 2014s first quarter, results for 2015s first quarter are below:
· Net sales of $546 million down $3 million, or 1 percent
· Net income of $26 million down $6 million, or 19 percent
· Adjusted net income of $29 million down $6 million, or 17 percent
· Adjusted EBITDA of $87 million down $9 million, or 9 percent
· Adjusted EBITDA margin of 15.8 percent, down from 17.4 percent
· Diluted EPS of $0.27 down $0.06 per share, or 18 percent
· Adjusted diluted EPS of $0.30 down $0.06 per share, or 17 percent
Roger W. Stone, Chairman and Chief Executive Officer, stated, KapStone delivered lower first quarter earnings as our mills struggled with some temporary operational issues. Fiber costs were higher, particularly in the Pacific Northwest, and the stronger dollar compared to the euro negatively impacted our sales in Europe and exports. Once again, the weather affected our operations with almost the same intensity as last years Polar Vortex as only the timing and geographic locations impacted changed from last year. On the positive side, our corrugated products performed very well and shipments were up 6.5 percent on an average weekly basis over the first quarter of 2014.
First Quarter Operating Highlights
Consolidated net sales of $546 million in the first quarter of 2015 decreased by $3 million, or 1 percent compared to $549 million for the 2014 first quarter. The decrease is primarily due to $3 million reflecting a stronger U.S. dollar compared to the Euro which impacted sales in Europe and exports, and lower sales volume. The Company sold 661,000 tons of paper during the first quarter of 2015 compared to 673,000 tons a year earlier. The Companys average mill selling price of $683 per ton in the first quarter of 2015 decreased by $2 per ton compared to the first
quarter of 2014 due to the stronger U.S. dollar and lower export prices partially offset by higher kraft paper prices.
Operating income of $47 million for the 2015 first quarter decreased by $11 million, or 19 percent, compared to the 2014 first quarter. The lower operating earnings primarily reflects lower productivity, 12,000 tons of lower sales volume, higher fiber costs and compensation costs and the stronger U.S. dollar which impacted prices in Europe and for exports, partially offset by lower planned outage costs.
Interest expense, net, was $6 million for the first quarter of 2015, down $3 million from a year ago as a result of a lower borrowings and interest rates. Our weighted average interest rate as of March 31, 2015 is 1.8 percent compared to 2.0 percent as of March 31, 2014.
The effective income tax rate for the 2015 first quarter was 34.8 percent compared to 34.3 percent for the 2014 first quarter.
Cash Flow and Working Capital
Cash and cash equivalents decreased by $18 million in the quarter ended March 31, 2015, from December 31, 2014 to $11 million. Operating activities used $4 million during the first quarter while financing activities generated $15 million. Capital expenditures in the first quarter were $29 million.
At March 31, 2015, the Company had approximately $270 million of working capital and $386 million of revolver borrowing capacity.
Conclusion
In summary, Stone commented, I expect to see our operations perform better in the second quarter.
Conference Call
KapStone will host a conference call at 11:30 a.m. ET, Tuesday, May 5, 2015, to discuss the Companys financial results for the 2015 first quarter. All interested parties are invited to listen and may do so by either accessing a simultaneous broadcast webcast on KapStones website, http://www.kapstonepaper.com, or for those unable to access the webcast, the following dial-in numbers are available:
Domestic: 866-515-2910
International: 617-399-5124
Participant Passcode: 51290081
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 Companys website following the call.
About the Company
Headquartered in Northbrook, IL, KapStone Paper and Packaging Corporation is the fifth largest producer of containerboard and corrugated packaging products and is the largest kraft paper producer in the United States. The Company is the parent company of KapStone Kraft Paper Corporation and KapStone Container Corporation which includes four paper mills and 21 converting plants, respectively, across the US. The business employs approximately 4,600 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 Companys 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.
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 managements current views and are subject to risks, uncertainties and assumptions, many of which are beyond the Companys 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 Companys product mix and demand and pricing for the Companys 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 Companys debt obligations; (6) the ability to carry out the Companys 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 Companys Annual Report on Form 10-K for the year ended December 31, 2014 and elsewhere in reports that the Company files with the SEC. These filings can be found on KapStones Web site at http://www.kapstonepaper.com and the SECs 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.
KapStone Paper and Packaging Corporation
Consolidated Statements of Income
(In thousands, except share and per share amounts)
(unaudited)
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Fav / (Unfav) |
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Quarter Ended March 31, |
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Variance |
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2015 |
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2014 |
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% |
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Net sales |
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$ |
546,289 |
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$ |
548,952 |
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-0.5 |
% |
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Cost and expenses: |
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Cost of sales, excluding depreciation and amortization |
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382,198 |
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383,248 |
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0.3 |
% | ||
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Depreciation and amortization |
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35,121 |
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32,709 |
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-7.4 |
% | ||
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Freight and distribution expenses |
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43,427 |
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40,732 |
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-6.6 |
% | ||
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Selling, general and administrative expenses |
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38,194 |
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34,145 |
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-11.9 |
% | ||
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Operating income |
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47,349 |
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58,118 |
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-18.5 |
% | ||
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Foreign exchange loss |
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885 |
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24 |
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-3587.5 |
% | ||
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Interest expense, net |
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6,413 |
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9,229 |
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30.5 |
% | ||
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Income before provision for income taxes |
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40,051 |
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48,865 |
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-18.0 |
% | ||
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Provision for income taxes |
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13,951 |
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16,766 |
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16.8 |
% | ||
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Net income |
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$ |
26,100 |
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$ |
32,099 |
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-18.7 |
% |
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Net income per share: |
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Basic |
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$ |
0.27 |
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$ |
0.34 |
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Diluted |
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$ |
0.27 |
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$ |
0.33 |
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Weighted-average number of shares outstanding: |
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Basic |
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96,123,351 |
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95,720,328 |
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Diluted |
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97,662,608 |
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97,315,766 |
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Effective income tax rate |
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34.8 |
% |
34.3 |
% |
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Supplemental Information
GAAP to Non-GAAP Reconciliations
($ in thousands, except share and per share amounts)
(unaudited)
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Quarter Ended March 31, |
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2015 |
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2014 |
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Net Income (GAAP) to EBITDA (Non-GAAP) to Adjusted EBITDA (Non-GAAP): |
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Net income (GAAP) |
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$ |
26,100 |
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$ |
32,099 |
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Interest expense, net |
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6,413 |
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9,229 |
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Provision for income taxes |
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13,951 |
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16,766 |
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Depreciation and amortization |
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35,121 |
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32,709 |
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EBITDA (Non-GAAP) |
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$ |
81,585 |
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$ |
90,803 |
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Acquisition, start up and other expenses |
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1,207 |
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1,814 |
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Stock-based compensation expense |
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3,780 |
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2,918 |
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Adjusted EBITDA (Non-GAAP) |
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$ |
86,572 |
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$ |
95,535 |
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Net Income (GAAP) to Adjusted Net Income (Non-GAAP): |
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Net income (GAAP) |
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$ |
26,100 |
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$ |
32,099 |
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Acquisition, start up and other expenses |
|
794 |
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1,188 |
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Stock-based compensation expense |
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2,485 |
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1,911 |
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Adjusted Net Income (Non-GAAP) |
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$ |
29,379 |
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$ |
35,198 |
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Basic EPS (GAAP) to Adjusted Basic EPS (Non-GAAP): |
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Basic EPS (GAAP) |
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$ |
0.27 |
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$ |
0.34 |
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Acquisition, start up and other expenses |
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0.01 |
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0.01 |
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Stock-based compensation expense |
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0.03 |
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0.02 |
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Adjusted Basic EPS (Non-GAAP) |
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$ |
0.31 |
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$ |
0.37 |
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Diluted EPS (GAAP) to Adjusted Diluted EPS (Non-GAAP): |
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Diluted earnings per share (GAAP) |
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$ |
0.27 |
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$ |
0.33 |
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Acquisition, start up and other expenses |
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0.01 |
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0.01 |
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Stock-based compensation expense |
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0.02 |
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0.02 |
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Adjusted Diluted EPS (Non-GAAP) |
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$ |
0.30 |
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$ |
0.36 |
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KapStone Paper and Packaging Corporation
Consolidated Balance Sheets
(In thousands)
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March 31, |
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December 31, |
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2015 |
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2014 |
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(unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
10,545 |
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$ |
28,467 |
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Trade accounts receivable, net of allowances |
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255,435 |
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228,740 |
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Other receivables |
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13,779 |
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12,833 |
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Inventories |
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255,507 |
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238,329 |
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Prepaid expenses and other current assets |
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16,814 |
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7,172 |
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Total current assets |
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552,080 |
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515,541 |
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Plant, property and equipment, net |
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1,384,786 |
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1,386,670 |
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Other assets |
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10,296 |
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10,135 |
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Intangible assets, net |
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106,662 |
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110,077 |
| ||
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Goodwill |
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533,851 |
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533,851 |
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Total assets |
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$ |
2,587,675 |
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$ |
2,556,274 |
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Liabilities and Stockholders Equity |
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Current liabilities: |
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Short-term borrowings |
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$ |
10,000 |
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$ |
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Other current borrowings |
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6,615 |
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Dividend payable |
|
9,721 |
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9,911 |
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Accounts payable |
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150,788 |
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149,600 |
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Accrued expenses |
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46,972 |
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48,340 |
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Accrued compensation costs |
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46,012 |
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62,491 |
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Accrued income taxes |
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9,668 |
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6,477 |
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Deferred income taxes |
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1,804 |
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1,990 |
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Total current liabilities |
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281,580 |
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278,809 |
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Long-term debt, net of current portion |
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1,055,014 |
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1,046,063 |
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Pension and post-retirement benefits |
|
29,582 |
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32,800 |
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Deferred income taxes |
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415,067 |
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412,293 |
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Other liabilities |
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7,895 |
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8,182 |
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Total other liabilities |
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1,507,558 |
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1,499,338 |
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Stockholders equity: |
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Common stock $0.0001 par value |
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10 |
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10 |
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Additional paid-in capital |
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259,260 |
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255,505 |
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Retained earnings |
|
591,053 |
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574,601 |
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Accumulated other comprehensive (loss) income |
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(51,786 |
) |
(51,989 |
) | ||
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Total stockholders equity |
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798,537 |
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778,127 |
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Total liabilities and stockholders equity |
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$ |
2,587,675 |
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$ |
2,556,274 |
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KapStone Paper and Packaging Corporation
Consolidated Statement of Cash Flows
(In thousands)
(unaudited)
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Quarter Ended March 31, |
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2015 |
|
2014 |
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Operating activities: |
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|
|
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Net income |
|
$ |
26,100 |
|
$ |
32,099 |
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|
Adjustments to reconcile net income to net cash provided by operating activities: |
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|
|
|
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Depreciation and amortization |
|
35,121 |
|
32,709 |
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Stock-based compensation expense |
|
3,780 |
|
2,918 |
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Pension and postretirement |
|
(2,892 |
) |
(4,080 |
) | ||
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Excess tax benefit for stock-based compensation |
|
(1,391 |
) |
(2,221 |
) | ||
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Amortization of debt issuance costs |
|
1,007 |
|
1,452 |
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Loss on disposal of fixed assets |
|
178 |
|
979 |
| ||
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Deferred income taxes |
|
1,864 |
|
3,323 |
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Changes in operating assets and liabilities |
|
(67,679 |
) |
(28,228 |
) | ||
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Net cash (used in) provided by operating activities |
|
$ |
(3,912 |
) |
$ |
38,951 |
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|
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Investing activities: |
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|
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Capital expenditures |
|
(28,762 |
) |
(32,420 |
) | ||
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Net cash used in investing activities |
|
$ |
(28,762 |
) |
$ |
(32,420 |
) |
|
|
|
|
|
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Financing activities: |
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|
|
|
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Proceeds from revolving credit facility |
|
$ |
86,400 |
|
$ |
56,500 |
|
|
Repayments on revolving credit facility |
|
(76,400 |
) |
(56,500 |
) | ||
|
Proceeds from receivables credit facility |
|
12,962 |
|
|
| ||
|
Repayments on receivables credit facility |
|
(4,962 |
) |
|
| ||
|
Payments on long-term debt |
|
|
|
(1,175 |
) | ||
|
Proceeds from other current borrowings |
|
6,615 |
|
6,300 |
| ||
|
Repayments on other current borrowings |
|
|
|
(1,673 |
) | ||
|
Cash dividend paid |
|
(9,838 |
) |
|
| ||
|
Payment of withholding taxes on vested stock awards |
|
(2,322 |
) |
(1,641 |
) | ||
|
Proceeds from exercises of stock options |
|
491 |
|
214 |
| ||
|
Proceeds from issuance of shares to ESPP |
|
415 |
|
205 |
| ||
|
Excess tax benefit from stock-based compensation |
|
1,391 |
|
2,221 |
| ||
|
Net cash provided by (used in) financing activities |
|
$ |
14,752 |
|
$ |
4,451 |
|
|
|
|
|
|
|
| ||
|
Net (decrease) / increase in cash and cash equivalents |
|
(17,922 |
) |
10,982 |
| ||
|
Cash and cash equivalents-beginning of period |
|
28,467 |
|
12,967 |
| ||
|
Cash and cash equivalents-end of period |
|
$ |
10,545 |
|
$ |
23,949 |
|
Exhibit 99.2
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1 2015 First Quarter Review Roger W. Stone Chairman and Chief Executive Officer Andrea K. Tarbox Vice President and Chief Financial Officer May 4, 2015 |
|
|
Forward Looking Statements The information in this presentation and statements made during this presentation may contain certain forward-looking statements within the meaning of federal securities laws. These statements reflect expectations regarding future events and operating performance. These forward-looking statements involve a number of risks and uncertainties. A list of the factors that could cause actual results to differ materially from those expressed in, or underlying, any forward-looking statements can be found in the filings with the Securities and Exchange Commission, such as its annual and quarterly reports. The Company disclaims any obligation to revise or update such statements to reflect the occurrence of events after the date of this presentation. This presentation refers to non-U.S. GAAP financial information. A reconciliation of non-U.S. GAAP to U.S. GAAP financial measures is available on the website at KapStonepaper.com under Investors. Forward-Looking Statements 2 Risk Factors Non-GAAP Financial Measures |
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($ in Millions, except per share) Q1 2015 Q1 2014 Inc/(Dec) (1) Inc/(Dec) (1) Net Sales $ 546 $ 549 ($3) ( 1%) EBITDA $ 82 $ 91 ($9) ( 10%) Adj. EBITDA(2) $ 87 $ 96 ($9) ( 9%) Net Income $ 26 $ 32 ($6) ( 19%) Adj. Net Income(3) $ 29 $ 35 ($6) ( 17%) Diluted EPS $ 0.27 $ 0.33 ($0.06) ( 18%) Adj. Diluted EPS(3) $ 0.30 $ 0.36 ($0.06) ( 17%) First Quarter Financial Results 3 (1) Percentage change calculations made using unrounded source financials (2) Adjusted to exclude non-cash stock compensation and acquisition, start up and other costs (3) Adjusted to exclude items above net of tax |
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$96 $1 $4 $3 $6 $9 $87 $ in Millions Adjusted EBITDA $549 $1 $3 $546 Net Sales Lower Productivity and FX Drive Down Results Compared to 2014 4 Q1 2015 Compared to Q1 2014 Price changes include: Higher kraft paper prices (2014 $50 per ton increase went into effect in late Q2 2014) offset by lower export and medium prices FX reflects weaker Euro impact on specialty product (Durasorb) and export containerboard sales (1.37x in 2014 compared to 1.12x in 2015) Sales volume/mix flat reflecting lower specialty paper volume offset by higher corrugated products, up 6.5% Inflation unfavorable by $3 million due to $8 million increase in virgin fiber and $5 million for compensation and benefit costs, offset by $6 million of lower OCC costs Productivity includes lower mill production (13,000 tons) and $3 million of higher freight costs due to port issues and mix changes $ in Millions $1 |
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De-Levering Debt and Reducing Interest Rate Cash Flows, Debt and Liquidity 5 Debt to EBITDA leverage ratio (1) 3.80 times - July 18, 2013 (2) 2.38 times - December 31, 2014 2.53 times - March 31, 2015 Net debt at March 31, 2015 - $1,076 million $11 million in cash $664 million term loan A-1 at 1.92% $231 million term loan A-2 at 2.17% $175 million receivables securitization facility at 0.92% $17 million of short-term borrowings at 1.90% Available revolver balance is $386 million in addition to $300 million accordion Cash flow from operations down $4 million from year end 2014 (higher receivables and inventories, payment of 2014 incentives) Adjusted free cash flow was ($33 million) for Q1 2015, down $39 million compared to Q1 2014. ($0.33) per diluted share Capex for Q1 2015 was $29 million. Full year estimate is $135 million (1) Calculated per bank agreement (2) Closing date of Longview acquisition |
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Summary of Key Assumptions for Q2 2015 6 .FX trending to negatively impact results by $4 million compared to Q2 2014 .Kraft paper price increase of $50 per ton .Full benefit expected in Q2 2015 compared to partial benefit in Q2 2014 .Continued seasonal improvement of product mix from Q1 2015 .Production and shipping .Resolution of west coast port slowdown .One more mill production calendar day .Production in Q2 2015 should benefit from improved mill operations .Reduction of Longviews Q1 2015 seasonal inventory build .Planned outage maintenance expense approximately $2 million higher than Q1 2015 due to timing change of Roanoke Rapids mill annual outage (moved from October). Loss of 10,400 production tons .Continued higher fiber costs as seen in Q1 2015. OCC costs expected to increase after hitting recent lows in Q1 2015 .CAPEX is expected to be $ 35 million for Q2 2015, and $135 million for the full year |
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Appendix |
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385 658 657 420 673 661 Q1 2013 Q1 2014 Q1 2015 Tons (000) Tons Produced and Sold (2) Produced Sold Components of Quarterly Net Sales $653 $685 $683 Q1 2013 Q1 2014 Q1 2015 Avg Revenue per Mill Ton (1) (1) Average price per external ton sold from mills excludes corrugated sales (2) Tons Produced represents saleable tons produced from four paper mills; Tons Sold is external sales from paper mills and corrugated container plants (3) Mix is based on a percentage of total external tons sold from paper mills and corrugated container plants 33% 24% 24% 9% 9% 7% 23% 30% 31% Q1 2013 Q1 2014 Q1 2015 Q1 2013 Q1 2014 Q1 2015 Q1 2013 Q1 2014 Q1 2015 Domestic Containerboard Export Containerboard Corrugated Product Mix (3) 13% 24% 23% 6% 4% 5% 16% 9% 10% Q1 2013 Q1 2014 Q1 2015 Q1 2013 Q1 2014 Q1 2015 Q1 2013 Q1 2014 Q1 2015 Kraft Paper KraftPak Durasorb 8 |
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Financial Impact ($ in Millions) Q1 Q2 Q3 Q4 Year 2014 Actual $ 14.8 $ 5.2 $ 5.2 $ 10.9 $36.1 2015 Expected $ 8.6 $ 10.6 $ 6.9 $ 5.4 $31.5 Maintenance Outage Expense & Production Impact 9 Production Impact (Tons) Q1 Q2 Q3 Q4 Year 2014 Actual 14,300* 5,400 - 14,500 34,200 2015 Expected 1,700 10,400** 2,500 1,700 16,300 * The 14,300 ton impact is due to the paper machine #3 upgrade in Charleston ** The 10,400 ton impact is due to the Roanoke Rapids mill annual outage. In 2014 this outage occurred in Q4 |
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