UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 6, 2015
(Date of report)
June 1, 2015
(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
(Registrant’s 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))
Explanatory Note
On June 3, 2015, KapStone Paper and Packaging Corporation (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) in connection with the completion on June 1, 2015 of the acquisition of Victory Packaging, L.P. (“Victory”). This Current Report on Form 8-K/A amends Item 9.01 of the Original Form 8-K to present certain historical financial statements of Victory and certain unaudited pro forma financial information in connection with the acquisition of Victory required under Item 9.01(a) and (b) of Form 8-K, which historical financial statements and unaudited pro forma information are filed as exhibits hereto. Except as set forth herein, the Original Form 8-K remains unchanged.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of the business acquired.
1. The audited consolidated balance sheets of Victory as of December 31, 2014 and December 31, 2013 and related consolidated statements of earnings and comprehensive income, partners’ capital and cash flows for each of the two years in the period ended December 31, 2014 and related notes to the financial statements, are attached hereto as Exhibit 99.1.
2. The unaudited condensed consolidated balance sheets of Victory as of March 31, 2015 and December 31, 2014, and related unaudited condensed consolidated statements of earnings and comprehensive income and cash flows for the three month periods ended March 31, 2015 and 2014, and related notes to the financial statements, are attached hereto as Exhibit 99.2.
(b) Pro forma financial information.
1. The unaudited pro forma condensed combined balance sheet of the Company and Victory at March 31, 2015 and the unaudited pro forma condensed combined statements of income for the year ended December 31, 2014 and for the three months ended March 31, 2015, and related notes, are attached hereto as Exhibit 99.3.
(d) Exhibits.
23.1 Consent of Weinstein Spira & Company P.C., independent auditors for Victory.
99.1 Audited consolidated balance sheets of Victory as of December 31, 2014 and December 31, 2013 and related statements of earnings and comprehensive income, partners’ capital and cash flows for each of the two years in the period ended December 31, 2014, and related notes to the financial statements.
99.2 Unaudited condensed consolidated balance sheets of Victory as of March 30, 2015 and December 31, 2014 and related unaudited condensed consolidated statements of earnings and comprehensive income and cash flows for the three month periods ended March 31, 2015 and 2014, and related notes.
99.3 Unaudited pro forma combined condensed balance sheet of the Company and Victory at March 31, 2015 and the unaudited pro forma condensed combined statements of income for the year ended December 31, 2014 and for the three months ended March 31, 2015 and related notes to the financial statements.
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: August 6, 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 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statement No. 333-124601 on Form S-3 and in Registration Statement Nos. 333-141916, 333-167181, 333-163667 and 333-196330 on Form S-8 of KapStone Paper and Packaging Corporation of our report dated February 24, 2015, relating to the financial statements of Victory Packaging, L.P. as of December 31, 2014 and 2013, and for each of the two years in the period ended December 31, 2014, appearing in this Current Report on Form 8-K/A of KapStone Paper and Packaging Corporation dated August 6, 2015.
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/s/ WEINSTEIN SPIRA & COMPANY, P.C. |
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Houston, Texas |
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August 6, 2015 |
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Exhibit 99.1
Victory Packaging, L.P.
Annual Financial Report
Houston, Texas
December 31, 2014
TABLE OF CONTENTS
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Page Number |
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Independent Auditors’ Report |
1 |
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Consolidated Balance Sheets |
3 |
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Consolidated Statements of Earnings and Comprehensive Income |
5 |
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Consolidated Statements of Partners’ Capital |
6 |
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Consolidated Statements of Cash Flows |
7 |
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Notes to Consolidated Financial Statements |
9 |
Independent Auditors’ Report
February 24, 2015
To the Partners
Victory Packaging, L.P.
Houston, Texas
We have audited the accompanying consolidated balance sheets of Victory Packaging, L.P. as of December 31, 2014 and 2013, and the related consolidated statements of earnings and comprehensive income, partners’ capital and cash flows for the years then ended, and the related notes to the consolidated financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatements, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
February 24, 2015
Victory Packaging, L.P.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Victory Packaging, L.P. as of December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for the years then ended, in accordance with accounting principles generally accepted in the United States of America.
/s/ WEINSTEIN SPIRA & COMPANY, P.C.
Houston, Texas
VICTORY PACKAGING, L.P.
CONSOLIDATED BALANCE SHEETS
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December 31, |
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2014 |
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2013 |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
1,986,163 |
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$ |
2,946,959 |
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Accounts receivable: |
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Trade, net |
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128,428,128 |
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117,629,153 |
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Related parties and employees |
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1,492,078 |
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450,729 |
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Rebates, taxes and other |
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7,873,882 |
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9,083,641 |
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Inventory, net |
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83,645,164 |
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83,462,455 |
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Prepaid expenses and other current assets |
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4,000,480 |
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3,778,461 |
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Total Current Assets |
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227,425,895 |
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217,351,398 |
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Property and Equipment |
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Office equipment |
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3,098,231 |
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2,695,375 |
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Warehouse equipment |
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10,077,149 |
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8,768,083 |
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Transportation equipment |
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1,868,057 |
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2,419,457 |
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Leasehold improvements |
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4,124,997 |
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3,551,658 |
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Computer hardware and software |
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16,633,875 |
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12,579,989 |
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35,802,309 |
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30,014,562 |
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Less: Accumulated depreciation and amortization |
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22,169,584 |
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21,116,928 |
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13,632,725 |
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8,897,634 |
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Other Assets |
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Goodwill |
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14,000,713 |
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12,082,083 |
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Other intangible assets, net of accumulated amortization of $494,466 in 2014 and $0 in 2013 |
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10,025,894 |
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726,863 |
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Loan costs, net of accumulated amortization of $680,214 in 2014 and $499,822 in 2013 |
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611,356 |
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779,692 |
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Other assets, net of current portion |
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2,955,917 |
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1,919,331 |
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27,593,880 |
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15,507,969 |
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$ |
268,652,500 |
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$ |
241,757,001 |
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See independent auditors’ report and accompanying notes to consolidated financial statements.
VICTORY PACKAGING, L.P.
CONSOLIDATED BALANCE SHEETS (Continued)
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December 31, |
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2014 |
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2013 |
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LIABILITIES |
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Current Liabilities |
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Accounts payable |
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$ |
45,201,099 |
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$ |
46,325,719 |
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Accrued rebates to customers |
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2,017,086 |
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3,823,868 |
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Accrued compensation and employee costs |
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12,260,141 |
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10,957,739 |
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Other accrued expenses |
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7,947,173 |
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9,367,429 |
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Current portion of derivative liabilities |
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537,530 |
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9,927 |
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Total Current Liabilities |
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67,963,029 |
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70,484,682 |
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Line-of-Credit |
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109,600,000 |
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78,300,000 |
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Subordinated Debt due to Related Party |
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2,000,000 |
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5,000,000 |
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Derivative Liabilities, net of current portion |
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176,070 |
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32,262 |
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179,739,099 |
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153,816,944 |
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PARTNERS’ CAPITAL |
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General Partner |
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889,385 |
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872,623 |
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Limited Partner |
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88,737,616 |
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87,078,179 |
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Accumulated Other Comprehensive Loss |
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(713,600 |
) |
(10,745 |
) | ||
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88,913,401 |
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87,940,057 |
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|
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$ |
268,652,500 |
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$ |
241,757,001 |
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See independent auditors’ report and accompanying notes to consolidated financial statements.
VICTORY PACKAGING, L.P.
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
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For the Year Ended |
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December 31, |
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2014 |
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2013 |
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Sales, net |
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$ |
952,933,731 |
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$ |
835,498,123 |
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Cost of Sales |
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688,666,679 |
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596,695,572 |
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Gross Margin |
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264,267,052 |
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238,802,551 |
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Operating Expenses |
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Selling |
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49,451,681 |
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42,467,426 |
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Delivery |
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40,567,587 |
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38,230,028 |
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Warehouse |
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59,874,695 |
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54,412,440 |
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General and administrative |
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60,243,850 |
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57,582,808 |
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Incentive compensation agreement |
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17,753,750 |
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Depreciation and amortization |
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3,678,207 |
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2,118,086 |
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|
|
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231,569,770 |
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194,810,788 |
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Earnings From Operations |
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32,697,282 |
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43,991,763 |
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Other Income (Expense) |
|
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Interest expense |
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(2,965,434 |
) |
(2,431,833 |
) | ||
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Sublease rent income |
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634,890 |
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861,382 |
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Other |
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147,716 |
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69,096 |
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|
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(2,182,828 |
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(1,501,355 |
) | ||
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Earnings Before Income Taxes |
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30,514,454 |
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42,490,408 |
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Income Tax Expense |
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1,283,322 |
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1,187,672 |
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Net Earnings |
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29,231,132 |
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41,302,736 |
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Other Comprehensive Income (Loss) |
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|
|
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Net change in fair value of cash flow hedges |
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(702,855 |
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523,232 |
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Comprehensive Income |
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$ |
28,528,277 |
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$ |
41,825,968 |
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See independent auditors’ report and accompanying notes to consolidated financial statements.
VICTORY PACKAGING, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
For the Years Ended December 31, 2014 and 2013
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Accumulated |
|
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Other |
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Total |
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General |
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Limited |
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Comprehensive |
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Partners’ |
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Partner |
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Partner |
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Income (Loss) |
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Capital |
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Balance - December 31, 2012 |
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$ |
668,578 |
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$ |
66,877,662 |
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$ |
(533,977 |
) |
$ |
67,012,263 |
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Distributions paid |
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(208,982 |
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(20,689,192 |
) |
|
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(20,898,174 |
) | ||||
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Net change in fair value of cash flow hedges |
|
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523,232 |
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523,232 |
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Net earnings |
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413,027 |
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40,889,709 |
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41,302,736 |
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|
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Balance - December 31, 2013 |
|
872,623 |
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87,078,179 |
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(10,745 |
) |
87,940,057 |
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Distributions paid |
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(275,549 |
) |
(27,279,384 |
) |
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(27,554,933 |
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Net change in fair value of cash flow hedges |
|
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|
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(702,855 |
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(702,855 |
) | ||||
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|
|
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|
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Net earnings |
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292,311 |
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28,938,821 |
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|
29,231,132 |
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|
|
|
|
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Balance - December 31, 2014 |
|
$ |
889,385 |
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$ |
88,737,616 |
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$ |
(713,600 |
) |
$ |
88,913,401 |
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See independent auditors’ report and accompanying notes to consolidated financial statements.
VICTORY PACKAGING, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
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For the Year Ended |
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December 31, |
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2014 |
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2013 |
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|
|
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|
|
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Cash Flows From Operating Activities |
|
|
|
|
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Net earnings |
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$ |
29,231,132 |
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$ |
41,302,736 |
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|
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
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Depreciation and amortization: |
|
|
|
|
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Property and equipment |
|
3,183,741 |
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2,118,086 |
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Loan costs |
|
180,392 |
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184,518 |
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Deferred contract set-up costs |
|
188,698 |
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111,371 |
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Other intangible assets |
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494,466 |
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Bad debt expense |
|
198,465 |
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1,321,184 |
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Net provision for inventory reserve |
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1,693,459 |
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1,604,870 |
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Loss on disposition of property and equipment |
|
23,166 |
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13,497 |
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(Increase) Decrease in: |
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Accounts receivable |
|
(5,762,292 |
) |
(40,504,077 |
) | ||
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Inventory |
|
3,749,914 |
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(26,987,858 |
) | ||
|
Prepaid expenses and other current assets |
|
(204,740 |
) |
(448,832 |
) | ||
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Other assets |
|
(1,195,573 |
) |
153,326 |
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Increase (Decrease) in: |
|
|
|
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Accounts payable |
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(4,270,933 |
) |
18,342,657 |
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Accrued expenses |
|
(2,821,944 |
) |
8,457,381 |
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|
|
|
|
|
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Net Cash Provided by Operating Activities |
|
24,687,951 |
|
5,668,859 |
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Cash Flows From Investing Activities |
|
|
|
|
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Capital expenditures |
|
(7,441,343 |
) |
(6,791,946 |
) | ||
|
Proceeds from the sale of property and equipment |
|
50,150 |
|
8,317 |
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|
Acquisitions |
|
(18,990,565 |
) |
|
| ||
|
Payment of deferred contract set-up costs |
|
|
|
(741,024 |
) | ||
|
|
|
|
|
|
| ||
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Net Cash Used in Investing Activities |
|
(26,381,758 |
) |
(7,524,653 |
) | ||
See independent auditors’ report and accompanying notes to consolidated financial statements.
VICTORY PACKAGING, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
|
|
|
For the Year Ended |
| ||||
|
|
|
December 31, |
| ||||
|
|
|
2014 |
|
2013 |
| ||
|
|
|
|
|
|
| ||
|
Cash Flows From Financing Activities |
|
|
|
|
| ||
|
Net receipts under the line-of-credit |
|
31,300,000 |
|
22,850,000 |
| ||
|
Principal payments on subordinated debt due to related party |
|
(3,000,000 |
) |
(1,500,000 |
) | ||
|
Payment of loan costs |
|
(12,056 |
) |
(278,057 |
) | ||
|
Distributions paid |
|
(27,554,933 |
) |
(20,898,174 |
) | ||
|
|
|
|
|
|
| ||
|
Net Cash Provided by Financing Activities |
|
733,011 |
|
173,769 |
| ||
|
|
|
|
|
|
| ||
|
Net Decrease in Cash and Cash Equivalents |
|
(960,796 |
) |
(1,682,025 |
) | ||
|
|
|
|
|
|
| ||
|
Cash and Cash Equivalents - Beginning of Year |
|
2,946,959 |
|
4,628,984 |
| ||
|
|
|
|
|
|
| ||
|
Cash and Cash Equivalents - End of Year |
|
$ |
1,986,163 |
|
$ |
2,946,959 |
|
|
|
|
|
|
|
| ||
|
Supplemental Disclosures of Cash Flow Information |
|
|
|
|
| ||
|
Cash paid during the year for: |
|
|
|
|
| ||
|
Interest |
|
$ |
2,824,991 |
|
$ |
2,222,960 |
|
|
Income taxes |
|
$ |
758,954 |
|
$ |
1,344,017 |
|
|
|
|
|
|
|
| ||
|
Supplemental Schedule of Investing Activities |
|
|
|
|
| ||
|
Assets acquired (liabilities assumed) in acquisitions: |
|
|
|
|
| ||
|
Accounts receivable |
|
$ |
5,066,738 |
|
|
| |
|
Inventory |
|
5,626,082 |
|
|
| ||
|
Prepaid expenses |
|
48,723 |
|
|
| ||
|
Property and equipment |
|
550,805 |
|
|
| ||
|
Goodwill |
|
1,918,630 |
|
|
| ||
|
Other intangible assets |
|
9,794,832 |
|
|
| ||
|
Deposits |
|
28,376 |
|
|
| ||
|
Accounts payable |
|
(3,146,313 |
) |
|
| ||
|
Accrued expenses |
|
(341,341 |
) |
|
| ||
|
|
|
|
|
|
| ||
|
|
|
19,546,532 |
|
|
| ||
|
Less amounts due to sellers |
|
(555,967 |
) |
|
| ||
|
|
|
|
|
|
| ||
|
Net cash paid |
|
$ |
18,990,565 |
|
|
| |
See independent auditors’ report and accompanying notes to consolidated financial statements.
VICTORY PACKAGING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2014 and 2013
Note 1 - Organization and Summary of Significant Accounting Policies
Victory Packaging, L.P. (the Company) issues consolidated financial statements on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). Accounting principles followed by the Company and the methods of applying those principles which materially affect the determination of financial position, results of operations and cash flows are summarized below:
Organization and Description of Business
Victory Packaging, Inc. was incorporated in the State of Texas in 1976 and reorganized as a Texas limited partnership in 2002. The Company is comprised of a general partner, Victory Packaging Management, L.L.C., owning a 1% interest, and a limited partner, Victory Packaging General Partners, owning 99% of the Company. The Company is engaged in the business of distributing packaging material throughout the United States, Mexico, and Canada.
Principles of Consolidation
The consolidated financial statements include the accounts of Victory Packaging, L.P. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Foreign Currencies
The Company’s functional currency for all operations worldwide is the U.S. dollar. Transactions denominated in foreign currencies are translated daily, with the resulting gains and losses included in results of operations. Assets and liabilities denominated in foreign currencies are translated at exchange rates in effect at the end of the year, with the resulting gains and losses included in results of operations. Aggregate foreign currency transaction losses included in operations totaled approximately $975,000 and $275,000 for the years ended December 31, 2014 and 2013, respectively.
Income Taxes
The Company has elected to be taxed under S Corporation regulations for federal income tax purposes. Domestic profits and losses and all related items of income and loss are allocated among the partners in accordance with the sharing ratios of each partner, which are equal to the partnership interests of each partner. Accordingly, no income taxes for federal and certain state jurisdictions are included in the accompanying consolidated financial statements. The Company is subject to certain state and foreign income taxes which are expensed in the period incurred.
See independent auditors' report.
VICTORY PACKAGING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014 and 2013
The Company computes state and foreign income taxes based upon the rates prevailing at year end. Management has not recognized any deferred income taxes for state or foreign income taxes.
The Company recognizes tax positions that are more likely than not to be sustained upon examination by the applicable taxing authorities. Such tax positions, initially and subsequently, are measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority, assuming full knowledge of the positions and relevant facts. The Company believes that it has appropriate support for the income tax positions taken and to be taken in its tax returns and that its accruals for tax liabilities are adequate for all open tax years based on an assessment of many factors, including experience and interpretation of tax laws applied to the facts of each matter. The Company has concluded that there are no significant uncertain tax positions requiring disclosure, and there are no material amounts of unrecognized tax liabilities. Generally, the prior three years of filed tax returns are subject to income tax examinations by major taxing authorities. The Company’s policy is to recognize interest and penalties imposed by taxing authorities in interest expense and operating expenses, respectively.
Revenue Recognition and Accounts Receivable
Sales are recognized at the date of product shipment, and accounts receivable are recorded at that time. Earnings are charged with a provision for doubtful accounts based on collection experience and a current review of the collectability of accounts. Accounts deemed uncollectible are applied against the allowance for doubtful accounts. Earnings are also charged with a provision for sales discounts and allowances based on current and historical allowances given. At December 31, 2014 and 2013, trade accounts receivable are presented net of an allowance for doubtful accounts of approximately $298,000 and $374,000, respectively, and an allowance for returns and discounts of approximately $580,000 and $368,000, respectively.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2014, there were cash deposits in excess of federally insured limits.
Inventory
Inventory consists of finished goods which are stated at the lower of cost or market. Cost is determined under the first-in, first-out method. Management has estimated a reserve for inventory obsolescence as of December 31, 2014 and 2013 of approximately $2,175,000 and $1,579,000, respectively.
See independent auditors' report.
VICTORY PACKAGING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014 and 2013
Property and Equipment
Property and equipment are stated at cost. The cost of ordinary maintenance and repairs is charged to operations while renewals and replacements are capitalized. Depreciation is computed using the straight-line method with the following estimated useful lives:
|
Office equipment |
|
7 years |
|
Warehouse equipment |
|
3 - 7 years |
|
Transportation equipment |
|
5 years |
|
Leasehold improvements |
|
Lesser of 5 years or the lease term |
|
Computer hardware and software |
|
3 - 5 years |
Management reviews its long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. No such event or circumstance existed during 2014 or 2013, thus no impairment was recognized in either year.
Goodwill and Other Intangible Assets
Goodwill
Goodwill is the amount of net assets acquired in business combinations in excess of their fair market value. The Company evaluates goodwill on an annual basis by first assessing qualitative factors to determine whether it is more likely than not that the fair value of partners’ capital is less than its carrying amount, including goodwill. The Company’s qualitative assessments conducted during 2014 and 2013 indicated that there were no impairments of goodwill.
Trade Name
Trade name includes costs and legal expenses related to the acquisition of naming rights of the Company. The trade name has an indefinite life; therefore, it is not amortized, but is tested annually for impairment using the same qualitative assessment used for goodwill impairment evaluation. Based on the Company’s review, no impairment was indicated at December 31, 2014 or 2013. The trade name was $726,863 at December 31, 2014 and 2013.
Customer Relationships
Customer relationships represent the present value of future cash flows from the customers of acquired companies that were not explicitly under contract when acquired. Customer relationships have an estimated useful life of ten years, and are amortized using the straight-line method. Customer relationships at December 31, 2014 totaled $8,784,393, net of accumulated amortization of $452,797.
See independent auditors' report.
VICTORY PACKAGING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014 and 2013
Non-Compete Agreements
In connection with the acquisition of certain companies, there were non-compete and non-solicitation restrictions imposed on certain of the sellers. These agreements prohibit the named parties from offering competitive products or services. These agreements are amortized using the straight-line method over their stated lives of five years. At December 31, 2014 non-compete agreements totaled $514,638, net of accumulated amortization of $43,013.
Future amortization of intangible assets as of December 31, 2014 is as follows:
|
Year Ending |
|
Customer |
|
Non-Compete |
|
Total |
| |||
|
|
|
|
|
|
|
|
| |||
|
2015 |
|
$ |
923,718 |
|
$ |
111,528 |
|
$ |
1,035,246 |
|
|
2016 |
|
923,718 |
|
111,528 |
|
1,035,246 |
| |||
|
2017 |
|
923,718 |
|
111,528 |
|
1,035,246 |
| |||
|
2018 |
|
923,718 |
|
111,528 |
|
1,035,246 |
| |||
|
2019 |
|
923,718 |
|
68,526 |
|
992,244 |
| |||
|
Thereafter |
|
4,165,803 |
|
|
|
4,165,803 |
| |||
|
|
|
|
|
|
|
|
| |||
|
|
|
$ |
8,784,393 |
|
$ |
514,638 |
|
$ |
9,299,031 |
|
Loan Costs
Costs incurred in conjunction with obtaining financing are capitalized and amortized as interest expense over the life of the loan using the straight-line method. Loan costs are being amortized at a rate of $180,400 per year through May, 2018.
Accrued Rebates to Customers
The Company maintains rebate programs with certain of its customers. Under these programs, customers receive credits or cash payments on an annual, quarterly or monthly basis based on purchase volumes. The Company maintains a current liability for unpaid rebates earned by its customers. Revenues are recognized net of amounts paid and payable to customers for rebates.
Self Insurance
The Company retains the risk for auto, health insurance and worker’s compensation claims, resulting from deductibles per claim or occurrence which are subject to annual aggregate limits. Losses up to the deductible amounts are accrued based upon the present value of the Company’s known claims incurred and an estimate of claims incurred but not reported.
See independent auditors' report.
VICTORY PACKAGING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014 and 2013
Derivatives and Hedging
In the normal course of business the Company is subject to risk from adverse fluctuations in foreign exchange, interest rates and fuel costs. The Company manages these risks through a program that includes the use of derivative financial instruments, specifically forward contracts and swaps. Counterparties to these contracts are major financial institutions. The Company considers the risk of nonperformance by the counterparties to be minimal. The Company does not use derivative instruments for trading or speculative purposes.
The Company’s objective in managing exposure to these risks is to limit the impact on earnings and cash flow. All of the Company’s derivative financial instruments have been formally designated and documented, at inception, as hedges of specific underlying exposures and are recognized in the consolidated balance sheets at their fair values. Changes in the effective portions of the fair values of instruments are reported in equity as a component of accumulated other comprehensive loss. Amounts in accumulated other comprehensive loss are reclassified to earnings when the related hedged items affect earnings or the anticipated transactions are no longer probable. Amounts reported in earnings are classified consistent with the item being hedged. Any ineffective portion of the change in fair value of the instruments is recognized immediately in earnings.
Shipping and Handling Fees and Costs
All amounts billed to customers in sales transactions related to shipping and handling represent revenues earned and are reported as sales. Costs incurred by the Company for shipping and handling are reported as cost of sales.
Sales Taxes
The Company records sales taxes collected from customers on a net basis, whereby no sales taxes are included in revenues, and a payable to the taxing authority is recorded.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
See independent auditors' report.
VICTORY PACKAGING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014 and 2013
Fair Value of Financial Instruments
The Company discloses fair value information in the notes to the consolidated financial statements when the fair value of its financial instruments is different from book value. The Company believes that the carrying values of its cash and cash equivalents, accounts receivable, accounts payable and accrued expenses materially approximate their fair values due to the short term nature of these instruments or expected settlement dates. The carrying values of the Company’s line-of-credit and subordinated debt approximate their fair values due to the variable interest rates of these borrowings. The Company records its derivative financial instruments at fair value at each reporting date. See further discussion of fair value measurements in Note 2.
Reclassifications
Certain reclassifications have been made to the 2013 financial statements in order to conform to the 2014 reporting format.
New Accounting Pronouncement
Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers, amends current GAAP by superseding the current revenue recognition requirements and creates a new accounting standard. ASU 2014-09 removes inconsistencies and weaknesses in current revenue requirements, provides a more robust framework for addressing revenue issues, improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, provides more useful information to the users of financial statements through improved disclosure requirements and reduces the number of requirements to which an entity must refer. The provisions of ASU 2014-09 are effective for the Company in 2018 and may be applied retrospectively to each prior reporting period presented or as a cumulative effect recognized at the date of initial application. Management is in the process of evaluating the impact of adopting ASU 2014-09 on the Company’s consolidated financial statements.
Subsequent Events
Management evaluates events occurring subsequent to the date of the consolidated financial statements in determining the accounting for and disclosure of transactions and events that affect the consolidated financial statements. Subsequent events have been evaluated through February 24, 2015, which is the date the consolidated financial statements were available to be issued.
See independent auditors' report.
VICTORY PACKAGING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014 and 2013
Note 2 - Fair Value Measurements
The FASB has issued accounting guidance that defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Further, the accounting guidance establishes the following hierarchy for determining fair value, which prioritizes the inputs used to measure fair value from market based assumptions to entity specific assumptions:
· Level 1: Inputs based on quoted market prices for identical assets or liabilities in active markets at the measurement date.
· Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. If an asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
· Level 3: Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.
At December 31, 2014 and 2013, the Company had interest rate swaps and foreign currency forward contracts that were required to be recorded at fair value. At December 31, 2014, the Company also had diesel forward contracts that were required to be recorded at fair value. These contracts were valued based on observable inputs, including prevailing interest rates, market spot rates and forward rates, and, as such, are categorized as Level 2 liabilities.
Note 3 - Acquisitions
During 2014, the Company acquired the assets of three entities. The cumulative purchase price for these acquisitions was $19,546,532 in cash. The purchase price was allocated to the assets acquired and liabilities assumed based on their fair market values as determined by management’s estimates. The Company recognized goodwill related to these acquisitions in the amount of $1,918,630.
See independent auditors' report.
VICTORY PACKAGING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014 and 2013
Note 4 - Other Assets
At December 31, 2014 and 2013, other assets consisted of the following:
|
|
|
2014 |
|
2013 |
| ||
|
|
|
|
|
|
| ||
|
Deposits |
|
$ |
1,738,948 |
|
$ |
1,147,792 |
|
|
Prepaid employee retention bonuses, net of current portion |
|
55,561 |
|
388,894 |
| ||
|
Deferred contract set-up costs, net of current portion |
|
193,947 |
|
382,645 |
| ||
|
Prepaid customer rebate, net of current portion |
|
444,445 |
|
|
| ||
|
Advances to related parties, net of current portion |
|
516,581 |
|
|
| ||
|
Other |
|
6,435 |
|
|
| ||
|
|
|
|
|
|
| ||
|
|
|
$ |
2,955,917 |
|
$ |
1,919,331 |
|
In March, 2010, the Company entered into six-year employment agreements with certain officers of the Company. In conjunction with the agreements, the Company paid $2,000,000 in retention bonuses that are being expensed as earned over the lives of the agreements. Compensation expense recognized related to these agreements was $333,333 in 2014 and 2013.
During 2013 the Company obtained a sales contract with a new customer. Subsequent to the contract acquisition, costs of $741,024 were incurred to enable the Company to perform under the arrangement. These costs included payroll and other amounts that were undertaken in order to allow the Company to provide goods and services to its customer. The costs are being recognized as operating expenses over three years, which is the initial term of the contract.
Future amortization of prepaid employee retention bonus, deferred contract set-up costs, and the prepaid customer rebate as of December 31, 2014, are as follows:
|
Year Ending |
|
Prepaid |
|
Contract |
|
Prepaid |
|
Total |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
2015 |
|
$ |
333,333 |
|
$ |
247,008 |
|
$ |
333,333 |
|
$ |
913,674 |
|
|
2016 |
|
55,561 |
|
193,947 |
|
333,333 |
|
582,841 |
| ||||
|
2017 |
|
|
|
|
|
111,112 |
|
111,112 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
388,894 |
|
440,955 |
|
777,778 |
|
1,607,627 |
| ||||
|
Less: Current portion |
|
333,333 |
|
247,008 |
|
333,333 |
|
913,674 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
$ |
55,561 |
|
$ |
193,947 |
|
$ |
444,445 |
|
$ |
693,953 |
|
See independent auditors' report.
VICTORY PACKAGING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014 and 2013
Note 5 - Line-of-Credit
The Company maintains a bank line-of-credit. During 2014, maximum borrowings under the line-of-credit were increased from $125,000,000 to $150,000,000. Total borrowings of $109,600,000 and $78,300,000 were outstanding as of December 31, 2014 and 2013, respectively. The line-of-credit is secured by domestic accounts receivable, inventory and equipment. Included in the line-of-credit is $7,500,000 of available letters-of-credit. At December 31, 2014 and 2013, the Company had outstanding letters-of-credit of $3,890,000 and $3,320,000, respectively.
Borrowings under the line-of-credit agreement bear interest at either the bank’s prime rate (3.25% at December 31, 2014) plus 0% to 0.50% depending on certain financial ratios, or one-month LIBOR (0.1695% at December 31, 2014) plus 1.50% to 2.625% depending on certain financial ratios, as chosen by the Company. The maturity date of the line-of-credit is May 16, 2018. The credit agreement requires the Company to maintain compliance with certain financial covenants.
Note 6 - Subordinated Debt Due to Related Party
Subordinated debt is due to an owner of the limited partner and as of December 31, 2014 and 2013, consisted of the following:
|
|
|
2014 |
|
2013 |
| ||
|
|
|
|
|
|
| ||
|
Subordinated note payable to a related party, unsecured, bearing interest at six-month LIBOR (0.325% at December 31, 2014) plus 6% per annum, monthly installments of interest only, matures May 16, 2018 |
|
$ |
2,000,000 |
|
$ |
5,000,000 |
|
The Company’s line-of-credit agreement described in Note 5 restricts the Company from making principal payments on the subordinated debt if certain financial covenants are not met. In January 2015, the entire amount due under the subordinated note payable was paid in full.
Note 7 - Derivatives
The Company manages a portion of its risk of fluctuations in foreign exchange rates, interest rates and diesel prices through the use of derivative instruments, designated as cash flow hedges.
At December 31, 2014 and 2013 the Company maintained an interest rate swap agreement with a notional amount of $40,000,000. The swap agreement matures on March 31, 2018. The swap agreement requires the Company to pay the counterparty interest at an annual fixed rate of 1.45% and requires the counterparty to pay the Company interest at a floating LIBOR rate, both determined and paid quarterly.
See independent auditors' report.
VICTORY PACKAGING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014 and 2013
At December 31, 2014, the Company maintained an interest rate swap agreement with a notional amount of $20,000,000. The swap agreement matures on March 31, 2018. The swap agreement requires the Company to pay the counterparty interest at an annual fixed rate of 1.32% and requires the counterparty to pay the Company interest at a floating LIBOR rate, both determined and paid quarterly.
During the years ended December 31, 2014 and 2013 the Company recognized losses of $629,146 and $363,571, respectively, related to swap agreements as additional interest expense. The fair value of the swap agreements was a liability of $136,056 and $42,189 as of December 31, 2014 and 2013, respectively.
The Company hedges a portion of its anticipated Mexican Peso denominated payroll costs through a series of forward contracts which settle monthly. The U.S. dollar equivalent notional value of the forward contracts as of December 31, 2014 and 2013 was approximately $4,420,000 and $4,112,000, respectively, to be paid through December 2015. During the years ended December 31, 2014 and 2013 the Company recognized a loss of $4,914 and a gain of $297,395, respectively, related to forward contracts in operating expenses. The fair value of the forward contracts as of December 31, 2014 and 2013 was a liability of $403,464 and an asset of $31,443, respectively.
In December 2014, the Company hedged a portion of its anticipated diesel costs through a series of forward contracts which settle monthly beginning in January, 2015. The U.S. dollar equivalent notional value of the forward contracts as of December 31, 2014 was approximately $2,935,800, to be paid through December 2016. Any gain or loss related to these forward contracts will be treated as an addition to or reduction in operating expenses. The fair value of the forward contracts as of December 31, 2014 was a liability of $174,080.
Note 8 - Operating Lease Obligations
The Company leases office and warehouse facilities and transportation and warehouse equipment over periods ranging from three to ten years from unrelated and related parties (see Note 10). The transportation lease payments include fees for service and maintenance of trucks.
Lease expense for the years ended December 31, 2014 and 2013, was $30,015,315 and $27,026,000, respectively.
See independent auditors' report.
VICTORY PACKAGING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014 and 2013
Future minimum lease payments for operating leases with non-cancelable lease terms as of December 31, 2014, were as follows:
|
Year Ending |
|
Office and |
|
Transportation |
|
Total |
| |||
|
|
|
|
|
|
|
|
| |||
|
2015 |
|
$ |
21,426,798 |
|
$ |
5,944,379 |
|
$ |
27,371,177 |
|
|
2016 |
|
17,777,427 |
|
5,461,867 |
|
23,239,294 |
| |||
|
2017 |
|
16,028,568 |
|
5,230,250 |
|
21,258,818 |
| |||
|
2018 |
|
12,840,328 |
|
4,306,493 |
|
17,146,821 |
| |||
|
2019 |
|
11,078,167 |
|
2,980,931 |
|
14,059,098 |
| |||
|
Thereafter |
|
28,591,653 |
|
2,291,498 |
|
30,883,151 |
| |||
|
|
|
|
|
|
|
|
| |||
|
|
|
$ |
107,742,941 |
|
$ |
26,215,418 |
|
$ |
133,958,359 |
|
Note 9 - Subleases
The Company subleases certain of its warehouse facilities over periods ranging from one to five years. Lease income for the years ended December 31, 2014 and 2013, was $634,890 and $861,382, respectively.
Future minimum lease payments due to the Company related to subleases with non-cancelable lease terms as of December 31, 2014, were as follows:
|
Year Ending |
|
|
| |
|
|
|
|
| |
|
2015 |
|
$ |
247,609 |
|
|
2016 |
|
153,572 |
| |
|
2017 |
|
79,974 |
| |
|
2018 |
|
81,205 |
| |
|
2019 |
|
13,534 |
| |
|
|
|
|
| |
|
|
|
$ |
575,894 |
|
Note 10 - Related Party Transactions
The Company leases several warehouse facilities from partnerships owned by partners and employees. Rent expense related to these leases was $3,333,692 and $5,105,337 in 2014 and 2013, respectively. Additionally, during 2014 and 2013 the Company began subleasing space in one of its warehouses to an entity related through common ownership. Sublease rental income from this entity for the year ended December 31, 2014 and 2013 was $8,911 and $10,287, respectively.
See independent auditors' report.
VICTORY PACKAGING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014 and 2013
During 2014, the Company made various advances to these partnerships. The advances bear interest at 3%, are unsecured, and are due at various dates through 2016. Total interest income related to these advances totaled $21,164 during 2014. As of December 31, 2014, outstanding advances were $1,041,186, of which $524,605 is included in other current assets on the consolidated balance sheet, and the remaining portion, which is not due to be repaid until 2016, is included in other assets (See Note 4).
The Company sells products to an entity related through common ownership. Sales during 2014 and 2013 were $1,091,691 and $822,374, respectively. Accounts receivable from this related party at December 31, 2014 and 2013 were $931,764 and $301,785, respectively.
As discussed in Note 6, at December 31, 2014 and 2013 the Company had an unsecured subordinated note payable to a related party of $2,000,000 and $5,000,000, respectively. Interest expense related to this note was $210,000 and $396,000 for 2014 and 2013, respectively.
Note 11 - Incentive Compensation Agreement
The general partner maintains agreements with certain employees of the Company granting them rights to a portion of the proceeds should the Company consummate a liquidity event. During 2014 the Company made cash payments to these employees in the aggregate amount of $17,753,750 as consideration for them to forfeit certain rights under the agreements. These cash payments were expensed when paid and recorded as operating expenses of the Company.
Note 12 - Profit Sharing Plan
The Company has a profit sharing plan under Section 401(k) of the Internal Revenue Code whereby all eligible employees are permitted to defer compensation up to a maximum of 100% of their income. The Company matches and/or makes profit-sharing contributions at the discretion of management. Employer contributions expensed for the year ended December 31, 2014 and 2013 were $4,027,132 and $3,448,830, respectively.
Note 13 - Variable Interest Entities
The Company leases several of its warehouse facilities, as discussed in Note 10, from certain partnerships owned by partners and employees. The Company has determined that all of these partnerships had sufficient equity at their inception to carry out their principal activities without additional subordinated financial support, and thus do not qualify as variable interest entities. Therefore, the assets, liabilities and operating results of those partnerships have not been included in the Company’s consolidated financial statements.
See independent auditors' report.
VICTORY PACKAGING, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2014 and 2013
Note 14 - Commitments and Contingencies
The Company has committed to pay amounts in future years to certain customers if cost savings for those customers, as defined in the sales contracts, have not been achieved (Guaranteed Cost Savings). No amounts have been accrued related to Guaranteed Cost Savings, as the Company believes it is a remote probability that they will be required to pay any amounts under these commitments.
The Company has sales contracts with customers at fixed unit prices, which are reset periodically as set forth in each contract based on certain indexed pricing.
The Company is involved in various legal proceedings that have arisen in the ordinary course of business. While it is not possible to predict the outcome of such proceedings with certainty, in the opinion of the Company, all such proceedings are either adequately covered by insurance or, if not so covered, should not ultimately result in any liability which would have a material adverse effect on the financial position, liquidity or results of operations of the Company.
The Company has employment agreements with certain employees which guaranty employment, minimum salaries and bonuses totaling $1,890,000 per year. These agreements expire from 2015 to 2019.
Note 15 - Concentrations
During 2014 and 2013, the Company had sales to a customer which represented approximately 23% and 17%, respectively, of net sales. As of December 31, 2014 and 2013, accounts receivable from that customer comprised approximately 26% and 25%, respectively, of trade accounts receivable.
See independent auditors' report.
Exhibit 99.2
Victory Packaging, L.P.
Condensed Consolidated Interim Financial Report
Houston, Texas
March 31, 2015
VICTORY PACKAGING, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
March 31, |
|
December 31, |
| ||
|
|
|
2015 |
|
2014 |
| ||
|
|
|
(Unaudited) |
|
(Audited) |
| ||
|
ASSETS |
|
|
|
|
| ||
|
Current Assets |
|
|
|
|
| ||
|
Cash and cash equivalents |
|
$ |
5,063,965 |
|
$ |
1,986,163 |
|
|
Accounts receivable trade, net |
|
130,050,778 |
|
128,428,128 |
| ||
|
Other receivables |
|
8,069,910 |
|
9,365,960 |
| ||
|
Inventory - Finished goods, net |
|
77,946,696 |
|
83,645,164 |
| ||
|
Prepaid expenses and other current assets |
|
3,608,738 |
|
4,000,480 |
| ||
|
Total Current Assets |
|
224,740,087 |
|
227,425,895 |
| ||
|
Property and Equipment |
|
36,968,974 |
|
35,802,309 |
| ||
|
Less: Accumulated depreciation and amortization |
|
22,869,573 |
|
22,169,584 |
| ||
|
|
|
14,099,401 |
|
13,632,725 |
| ||
|
Goodwill |
|
14,000,713 |
|
14,000,713 |
| ||
|
Intangibles, net |
|
9,767,082 |
|
10,025,894 |
| ||
|
Other Assets |
|
2,850,556 |
|
3,567,273 |
| ||
|
|
|
$ |
265,457,839 |
|
$ |
268,652,500 |
|
|
LIABILITIES AND PARTNERS’ CAPITAL |
|
|
|
|
| ||
|
Current Liabilities |
|
|
|
|
| ||
|
Accounts payable |
|
$ |
42,644,447 |
|
$ |
45,201,099 |
|
|
Accrued compensation |
|
6,245,683 |
|
12,265,712 |
| ||
|
Other current liabilities |
|
10,703,592 |
|
10,496,218 |
| ||
|
Total Current Liabilities |
|
59,593,722 |
|
67,963,029 |
| ||
|
Line-of-Credit |
|
115,150,000 |
|
109,600,000 |
| ||
|
Other Long-Term Debt |
|
485,835 |
|
2,176,070 |
| ||
|
|
|
175,229,557 |
|
179,739,099 |
| ||
|
General Partner |
|
908,031 |
|
889,385 |
| ||
|
Limited Partner |
|
90,583,410 |
|
88,737,616 |
| ||
|
Accumulated Other Comprehensive Loss |
|
(1,263,159 |
) |
(713,600 |
) | ||
|
|
|
90,228,282 |
|
88,913,401 |
| ||
|
|
|
$ |
265,457,839 |
|
$ |
268,652,500 |
|
See accompanying
notes to condensed consolidated financial statements.
VICTORY PACKAGING, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
AND COMPREHENSIVE INCOME
|
|
|
For the Three Months Ended |
| ||||
|
|
|
March 31, |
| ||||
|
|
|
2015 |
|
2014 |
| ||
|
|
|
(Unaudited) |
|
(Unaudited) |
| ||
|
|
|
|
|
|
| ||
|
Sales, net |
|
$ |
215,926,250 |
|
$ |
207,404,894 |
|
|
|
|
|
|
|
| ||
|
Cost of Sales |
|
158,697,043 |
|
152,312,315 |
| ||
|
|
|
|
|
|
| ||
|
Gross Margin |
|
57,229,207 |
|
55,092,579 |
| ||
|
|
|
|
|
|
| ||
|
Operating Expenses |
|
|
|
|
| ||
|
Selling |
|
11,672,992 |
|
10,363,529 |
| ||
|
Delivery |
|
8,758,667 |
|
9,109,593 |
| ||
|
Warehouse |
|
15,304,451 |
|
14,346,710 |
| ||
|
General and administrative |
|
14,802,250 |
|
13,712,377 |
| ||
|
Depreciation and amortization |
|
1,220,446 |
|
712,320 |
| ||
|
|
|
|
|
|
| ||
|
|
|
51,758,806 |
|
48,244,529 |
| ||
|
|
|
|
|
|
| ||
|
Earnings From Operations |
|
5,470,401 |
|
6,848,050 |
| ||
|
|
|
|
|
|
| ||
|
Other Income (Expense) |
|
|
|
|
| ||
|
Interest expense |
|
(756,484 |
) |
(659,883 |
) | ||
|
Other |
|
204,794 |
|
208,218 |
| ||
|
|
|
|
|
|
| ||
|
|
|
(551,690 |
) |
(451,665 |
) | ||
|
|
|
|
|
|
| ||
|
Earnings Before Income Taxes |
|
4,918,711 |
|
6,396,385 |
| ||
|
|
|
|
|
|
| ||
|
Income Tax Expense |
|
589,835 |
|
655,696 |
| ||
|
|
|
|
|
|
| ||
|
Net Earnings |
|
4,328,876 |
|
5,740,689 |
| ||
|
|
|
|
|
|
| ||
|
Other Comprehensive Income (Loss) |
|
|
|
|
| ||
|
Net change in fair value of cash flow hedges |
|
(549,559 |
) |
19,729 |
| ||
|
|
|
|
|
|
| ||
|
Comprehensive Income |
|
$ |
3,779,317 |
|
$ |
5,760,418 |
|
See accompanying
notes to condensed consolidated financial statements.
VICTORY PACKAGING, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
For the Three Months Ended |
| ||||
|
|
|
March 31, |
| ||||
|
|
|
2015 |
|
2014 |
| ||
|
|
|
(Unaudited) |
|
(Unaudited) |
| ||
|
|
|
|
|
|
| ||
|
Cash Flows From Operating Activities |
|
|
|
|
| ||
|
Net earnings |
|
$ |
4,328,876 |
|
$ |
5,740,689 |
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
| ||
|
Depreciation and amortization |
|
1,313,202 |
|
702,210 |
| ||
|
Bad debt expense |
|
141,825 |
|
481,821 |
| ||
|
Net provision for inventory reserve |
|
(88,226 |
) |
644,362 |
| ||
|
Loss on disposition of property and equipment |
|
30,986 |
|
|
| ||
|
(Increase) Decrease in current assets |
|
6,333,973 |
|
(154,753 |
) | ||
|
Increase (Decrease) in current liabilities |
|
(8,609,101 |
) |
210,949 |
| ||
|
|
|
|
|
|
| ||
|
Net Cash Provided by Operating Activities |
|
3,451,535 |
|
7,625,278 |
| ||
|
|
|
|
|
|
| ||
|
Net Cash Used in Investing Activities |
|
(1,459,297 |
) |
(1,866,323 |
) | ||
|
|
|
|
|
|
| ||
|
Cash Flows From Financing Activities |
|
|
|
|
| ||
|
Net receipts under the line-of-credit |
|
5,550,000 |
|
800,000 |
| ||
|
Principal payments on subordinated debt due to related party |
|
(2,000,000 |
) |
(750,000 |
) | ||
|
Distributions paid |
|
(2,464,436 |
) |
(2,728,100 |
) | ||
|
|
|
|
|
|
| ||
|
Net Cash Provided by (Used in) Financing Activities |
|
1,085,564 |
|
(2,678,100 |
) | ||
|
|
|
|
|
|
| ||
|
Net Increase in Cash and Cash Equivalents |
|
3,077,802 |
|
3,080,855 |
| ||
|
|
|
|
|
|
| ||
|
Cash and Cash Equivalents - Beginning of Period |
|
1,986,163 |
|
2,946,959 |
| ||
|
|
|
|
|
|
| ||
|
Cash and Cash Equivalents - End of Period |
|
$ |
5,063,965 |
|
$ |
6,027,814 |
|
|
|
|
|
|
|
| ||
|
Supplemental Disclosures of Cash Flow Information |
|
|
|
|
| ||
|
Cash paid during the year for: |
|
|
|
|
| ||
|
Interest |
|
$ |
701,026 |
|
$ |
614,422 |
|
|
Income taxes |
|
$ |
650,199 |
|
$ |
337,350 |
|
See accompanying
notes to condensed consolidated financial statements.
VICTORY PACKAGING, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015
Note 1 - Description of Business and Basis of Presentation
Organization and Description of Business
Victory Packaging, Inc. was incorporated in the State of Texas in 1976 and reorganized as a Texas limited partnership in 2002. The Company is comprised of a general partner, Victory Packaging Management, L.L.C., owning a 1% interest, and a limited partner, Victory Packaging General Partners, owning 99% of the Company. The Company is engaged in the business of distributing packaging material throughout the United States, Mexico, and Canada.
Basis of Presentation
These condensed consolidated financial statements have been prepared pursuant to accounting principles generally accepted in the United States of America (GAAP) for non-public entities providing interim financial statements. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP, have been condensed or omitted pursuant to those rules. Management believes that the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary to fairly state the financial position, results of operations and cash flows with respect to the interim condensed consolidated financial statements have been included. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2015. The December 31, 2014 consolidated balance sheet data was derived from the audited financial statements, but does not include all disclosures required by GAAP.
The condensed consolidated interim financial information should be read in conjunction with the annual audited financial statements.
Note 2 - Significant Accounting Policies
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Victory Packaging, L.P. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Income Taxes
The Company has elected to be taxed under S Corporation regulations for federal income tax purposes. Domestic profits and losses and all related items of income and loss are allocated among the partners in accordance with the sharing ratios of each partner, which are equal to the partnership interests of each partner. Accordingly, no income taxes for federal and certain state jurisdictions are included in the accompanying consolidated financial statements. The Company is subject to certain state and foreign income taxes which are expensed in the period incurred.
VICTORY PACKAGING, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2015
The Company computes state and foreign income taxes based upon the rates prevailing at year end. Management has not recognized any deferred income taxes for state or foreign income taxes.
The Company recognizes tax positions that are more likely than not to be sustained upon examination by the applicable taxing authorities. Such tax positions, initially and subsequently, are measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority, assuming full knowledge of the positions and relevant facts. The Company believes that it has appropriate support for the income tax positions taken and to be taken in its tax returns and that its accruals for tax liabilities are adequate for all open tax years based on an assessment of many factors, including experience and interpretation of tax laws applied to the facts of each matter. The Company has concluded that there are no significant uncertain tax positions requiring disclosure, and there are no material amounts of unrecognized tax liabilities. The Company’s policy is to recognize interest and penalties imposed by taxing authorities in interest expense and operating expenses, respectively.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Subsequent Events
Management evaluates events occurring subsequent to the date of the consolidated financial statements in determining the accounting for and disclosure of transactions and events that affect the condensed consolidated financial statements. Subsequent events have been evaluated through July 29, 2015, which is the date the condensed consolidated financial statements were available to be issued.
Note 3 - Related Party Transactions
The Company leases several warehouse facilities from partnerships owned by partners and employees. Rent expense related to these leases was $737,235 and $1,276,687 for the periods ended March 31, 2015 and 2014, respectively. Additionally, during 2014 the Company subleased space in one of its warehouses to an entity related through common ownership. Sublease rental income from this entity for the period ended March 31, 2014 was $5,000.
VICTORY PACKAGING, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2015
During 2014, the Company made various advances to these partnerships. The advances bear interest at 3%, are unsecured, and are due at various dates through 2016. Total interest income related to these advances totaled $7,726 and $2,260 for the periods ended March 31, 2015 and 2014, respectively. As of March 31, 2015 and December 31, 2014, outstanding advances were $1,063,543 and $1,041,186, respectively.
The Company sells products to an entity related through common ownership. Sales for the periods ended March 31, 2015 and 2014 were $193,761 and $271,671, respectively. Accounts receivable from this related party at March 31, 2015 and December 31, 2014 were $290,928 and $931,764, respectively.
At December 31, 2014, the Company had subordinated debt due to an owner of the limited partner totaling $2,000,000. In January 2015, the entire amount due under the subordinated note payable was paid in full. Interest expense related to this note was $7,624 and $71,089 for the periods ended March 31, 2015 and 2014, respectively.
Note 4 - Commitments and Contingencies
The Company has committed to pay amounts in future years to certain customers if cost savings for those customers, as defined in the sales contracts, have not been achieved (Guaranteed Cost Savings). No amounts have been accrued related to Guaranteed Cost Savings, as the Company believes it is a remote probability that they will be required to pay any amounts under these commitments.
The Company has sales contracts with customers at fixed unit prices, which are reset periodically as set forth in each contract based on certain indexed pricing.
The Company is involved in various legal proceedings that have arisen in the ordinary course of business. While it is not possible to predict the outcome of such proceedings with certainty, in the opinion of the Company, all such proceedings are either adequately covered by insurance or, if not so covered, should not ultimately result in any liability which would have a material adverse effect on the financial position, liquidity or results of operations of the Company.
The Company has employment agreements with certain employees which guaranty employment, minimum salaries and bonuses totaling $1,890,000 per year. These agreements expire from 2015 to 2019.
Note 5 - Subsequent Events
On June 1, 2015, the Company was acquired by KapStone Paper and Packaging Corporation for $615 million in cash.
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information is based on the historical consolidated financial information of KapStone Paper and Packaging Corporation (“KapStone”) and Victory Packaging, L.P. (“Victory”), as adjusted to illustrate the estimated pro forma effects of the events that are directly attributable to the acquisition of Victory (the “Transaction”). The unaudited pro forma condensed combined balance sheet gives effect to the Transaction as if it had been completed as of March 31, 2015. The unaudited pro forma condensed combined income statement information gives effect to the Transaction as if it had occurred on January 1, 2014.
The unaudited pro forma condensed combined financial statements of KapStone and Victory have been derived from:
· The audited consolidated financial statements of KapStone as of and for the year ended December 31, 2014 and the related notes included in KapStone’s annual report filed on Form 10-K and from Victory’s audited consolidated financial statements for the year ended December 31, 2014, attached as Exhibit 99.1;
· The unaudited condensed consolidated financial statements of KapStone as of and for the period ended March 31, 2015 and the related notes included in KapStone’s quarterly report on Form 10-Q and from Victory’s unaudited condensed consolidated interim financial statements for the quarter ended March 31, 2015 attached as Exhibit 99.2;
The unaudited pro forma adjustments are based upon currently available preliminary information and assumptions that we believe to be reasonable. The pro forma adjustments and related assumptions are described in the accompanying notes presented on the following pages.
The unaudited pro forma condensed combined financial information is for informational purposes only and is not intended to represent or to be indicative of the consolidated results of operations or financial position that KapStone and Victory would have reported had the Transaction been completed as of the dates set forth in this unaudited pro forma condensed combined financial information and should not be taken as indicative of KapStone’s future consolidated results of operations or financial position. The actual results may differ significantly from those reflected in the unaudited pro forma condensed combined financial information for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma condensed combined financial information and actual amounts.
The unaudited pro forma condensed combined financial information has been prepared using the purchase method of accounting as if the Transaction had been completed as of January 1, 2014 for the purposes of the unaudited pro forma condensed combined income statements, and as of March 31, 2015 for the purposes of the unaudited pro forma condensed combined balance sheet. Under the purchase method of accounting, the purchase price is required to be allocated to the underlying tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair market values as of the date of the acquisition, with any excess purchase price allocated to goodwill. The allocation of the purchase price as reflected in the unaudited pro forma condensed combined financial information is based upon management’s preliminary estimates of the values of assets acquired and liabilities assumed as if the Transaction had been completed as of the above dates. This allocation of the purchase price depends upon certain estimates and assumptions, all of which are preliminary and in some instances are incomplete and have been made solely for the purpose of developing the unaudited pro forma condensed combined financial information. The final purchase price allocation may be different than that reflected in the pro forma purchase price allocation, and those differences may be material.
The unaudited pro forma condensed combined statements of income do not include (i) any revenue or cost saving synergies that may be achievable subsequent to the completion of the Transaction or (ii) the impact of non-recurring items directly related to the Transaction.
KapStone Paper and Packaging Corporation
Unaudited Pro Forma Condensed Combined Balance Sheet
At March 31, 2015
(amounts in thousands except per share data)
|
|
|
Historical |
|
Pro Forma |
|
|
|
Pro Forma |
| ||||||
|
|
|
KapStone |
|
Victory |
|
Adjustments |
|
Notes |
|
Combined |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Assets |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Cash and cash equivalents |
|
$ |
10,545 |
|
$ |
5,064 |
|
$ |
310 |
|
A |
|
$ |
15,919 |
|
|
Trade accounts receivable |
|
255,435 |
|
130,051 |
|
(272 |
) |
B |
|
385,214 |
| ||||
|
Other receivables |
|
13,779 |
|
8,070 |
|
— |
|
|
|
21,849 |
| ||||
|
Inventories |
|
255,507 |
|
77,947 |
|
5,800 |
|
C |
|
339,254 |
| ||||
|
Prepaid expenses and other current assets |
|
16,814 |
|
3,609 |
|
— |
|
|
|
20,423 |
| ||||
|
Total current assets |
|
552,080 |
|
224,741 |
|
5,838 |
|
|
|
782,659 |
| ||||
|
Plant, property and equipment, net |
|
1,384,786 |
|
14,099 |
|
4,800 |
|
C |
|
1,403,685 |
| ||||
|
Other assets |
|
10,296 |
|
2,850 |
|
(565 |
) |
D |
|
12,581 |
| ||||
|
Intangible assets, net |
|
106,662 |
|
9,767 |
|
247,933 |
|
C |
|
364,362 |
| ||||
|
Goodwill |
|
533,851 |
|
14,001 |
|
167,047 |
|
E |
|
714,899 |
| ||||
|
Total assets |
|
$ |
2,587,675 |
|
$ |
265,458 |
|
$ |
425,053 |
|
|
|
$ |
3,278,186 |
|
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Current portion of long-term debt |
|
$ |
— |
|
$ |
— |
|
$ |
38,814 |
|
H |
|
$ |
38,814 |
|
|
Short-term borrowings |
|
10,000 |
|
— |
|
113,175 |
|
F |
|
123,175 |
| ||||
|
Other current borrowings |
|
6,615 |
|
— |
|
— |
|
|
|
6,615 |
| ||||
|
Dividend payable |
|
9,721 |
|
— |
|
— |
|
|
|
9,721 |
| ||||
|
Accounts payable |
|
150,788 |
|
42,644 |
|
(272 |
) |
B |
|
193,160 |
| ||||
|
Accrued expenses |
|
46,972 |
|
10,704 |
|
(25 |
) |
G |
|
57,651 |
| ||||
|
Accrued compensation costs |
|
46,012 |
|
6,246 |
|
— |
|
|
|
52,258 |
| ||||
|
Accrued income taxes |
|
9,668 |
|
— |
|
— |
|
|
|
9,668 |
| ||||
|
Deferred income taxes |
|
1,804 |
|
— |
|
— |
|
|
|
1,804 |
| ||||
|
Total current liabilities |
|
281,580 |
|
59,594 |
|
151,692 |
|
|
|
492,866 |
| ||||
|
Other liabilities: |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Long-term debt, net of current portion |
|
1,055,014 |
|
115,150 |
|
355,189 |
|
H |
|
1,525,353 |
| ||||
|
Pension and post retirement benefits |
|
29,582 |
|
— |
|
— |
|
|
|
29,582 |
| ||||
|
Deferred income taxes |
|
415,067 |
|
— |
|
— |
|
|
|
415,067 |
| ||||
|
Contingent consideration liability |
|
— |
|
— |
|
8,400 |
|
I |
|
8,400 |
| ||||
|
Other liabilities |
|
7,895 |
|
486 |
|
— |
|
|
|
8,381 |
| ||||
|
Total other liabilities |
|
1,507,558 |
|
115,636 |
|
363,589 |
|
|
|
1,986,783 |
| ||||
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Preferred stock $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding |
|
— |
|
— |
|
— |
|
|
|
— |
| ||||
|
Common stock — $.0001 par value; 175,000,000 shares authorized; 96,257,183 shares issued and outstanding (excluding 40,000 treasury shares) at March 31, 2015 |
|
10 |
|
— |
|
— |
|
|
|
10 |
| ||||
|
Additional paid-in-capital |
|
259,260 |
|
— |
|
— |
|
|
|
259,260 |
| ||||
|
Partners’ Capital |
|
— |
|
91,491 |
|
(91,491 |
) |
J |
|
— |
| ||||
|
Retained earnings |
|
591,053 |
|
— |
|
— |
|
|
|
591,053 |
| ||||
|
Accumulated other comprehensive loss |
|
(51,786 |
) |
(1,263 |
) |
1,263 |
|
J |
|
(51,786 |
) | ||||
|
Total stockholders’ equity |
|
798,537 |
|
90,228 |
|
(90,228 |
) |
|
|
798,537 |
| ||||
|
Total liabilities and stockholders’ equity |
|
$ |
2,587,675 |
|
$ |
265,458 |
|
$ |
425,053 |
|
|
|
$ |
3,278,186 |
|
NOTES:
A - Pro forma adjustments for cash and cash equivalents reflects the following:
|
|
Contractual purchase price |
|
$ |
(615,000 |
) |
|
|
|
|
|
|
|
|
|
|
Preliminary working capital adjustment |
|
(1,954 |
) |
|
|
|
|
|
|
|
| |
|
|
Net acquisition consideration |
|
$ |
(616,954 |
) |
|
|
|
|
|
|
|
|
|
|
Financing fees paid at closing to banks and attorneys |
|
(10,610 |
) |
|
|
|
|
|
|
|
| |
|
|
Proceeds from KapStone’s Amended Term Loans A-1 and A-2 |
|
519,763 |
|
|
|
|
|
|
|
|
| |
|
|
Borrowing from Revolver ($500 million facility) |
|
113,175 |
|
|
|
|
|
|
|
|
| |
|
|
|
|
$ |
5,374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Victory cash balance not assumed |
|
$ |
(5,064 |
) |
|
|
|
|
|
|
|
|
|
|
Net change to cash and cash equivalents |
|
$ |
310 |
|
|
|
|
|
|
|
|
|
B - Elimination of Trade accounts receivables for KapStone from Victory ($272) and Accounts payable from Victory to KapStone ($272).
C - Reflects estimated fair value adjustment. This estimate is preliminary pending completion of final analysis.
Inventories reflect $5,800 for step up of finished goods to fair value. Plant and equipment ($4,800) and Intangible assets is the estimated fair value of customer relationships, contracts, etc. ($257,700). Elimination of Victory intangibles ($9,767).
D - Reflects elimination of Victory deferred financing fees ($565).
E - Represents preliminary estimated goodwill related to the acquisition of $167,047 calculated as follows:
|
|
Cash paid at closing |
|
$ |
616,954 |
|
|
|
|
|
|
|
|
|
|
|
Estimated contingent consideration |
|
8,400 |
|
|
|
|
|
|
|
|
| |
|
|
Total acquisition consideration |
|
625,354 |
|
|
|
|
|
|
|
|
| |
|
|
Current assets acquired |
|
225,477 |
|
|
|
|
|
|
|
|
| |
|
|
Non current assets acquired |
|
278,884 |
|
|
|
|
|
|
|
|
| |
|
|
Current liabilities assumed |
|
(59,569 |
) |
|
|
|
|
|
|
|
| |
|
|
Long-term liabilities assumed |
|
(486 |
) |
|
|
|
|
|
|
|
| |
|
|
Purchase price allocated to goodwill |
|
$ |
181,048 |
|
|
|
|
|
|
|
|
|
|
|
Elimination of Victory historical goodwill |
|
(14,001 |
) |
|
|
|
|
|
|
|
| |
|
|
Net change to goodwill |
|
$ |
167,047 |
|
|
|
|
|
|
|
|
|
F - Reflects borrowings under Revolving credit agreement ($113,175).
G - Reflects elimination of Victory accrued interest ($25).
H - Reflects changes in current portion of long-term debt and long term debt as follows:
|
|
Proceeds from KapStone’s Additional Term Loans A-1 and A-2 |
|
$ |
519,763 |
|
|
|
|
|
|
|
|
|
|
|
Deferred financing fees on Add-On Term Loans |
|
(10,610 |
) |
|
|
|
|
|
|
|
| |
|
|
|
|
$ |
509,153 |
|
|
|
|
|
|
|
|
|
|
|
Victory line of credit debt balance not assumed |
|
(115,150 |
) |
|
|
|
|
|
|
|
| |
|
|
|
|
$ |
394,003 |
|
|
|
|
|
|
|
|
|
|
|
Less current portion of long-term debt |
|
$ |
(38,814 |
) |
|
|
|
|
|
|
|
|
|
|
Long-term debt, net of current portion |
|
$ |
355,189 |
|
|
|
|
|
|
|
|
|
I - Reflects fair value of contingent consideration ($8,400).
J - Reflects elimination of Victory Partner’s Capital accounts and Accumulated Other Comprehensive Loss.
KapStone Paper and Packaging Corporation
Unaudited Pro Forma Condensed Combined Statement of Income
For the Three Months Ended March 31, 2015
(amounts in thousands except per share data)
|
|
|
|
|
|
|
Preliminary |
|
|
|
|
| |||||
|
|
|
Historical |
|
Pro Forma |
|
|
|
Pro Forma |
| |||||||
|
|
|
KapStone |
|
Victory |
|
Adjustments |
|
Notes |
|
Combined |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Net sales |
|
$ |
546,289 |
|
$ |
215,926 |
|
$ |
(844 |
) |
A |
|
$ |
761,371 |
| |
|
Cost of sales, excluding depreciation and amortization |
|
382,198 |
|
158,697 |
|
(637 |
) |
A |
|
540,258 |
| |||||
|
Depreciation and amortization |
|
35,121 |
|
1,220 |
|
4,623 |
|
B |
|
40,964 |
| |||||
|
Freight and distribution expenses |
|
43,427 |
|
24,063 |
|
(35 |
) |
A |
|
67,455 |
| |||||
|
Selling, general, and administrative expenses |
|
38,194 |
|
26,475 |
|
— |
|
|
|
64,669 |
| |||||
|
Operating income |
|
47,349 |
|
5,471 |
|
(4,795 |
) |
|
|
48,025 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Other income |
|
— |
|
204 |
|
|
|
|
|
204 |
| |||||
|
Foreign exchange gain/(loss) |
|
(885 |
) |
— |
|
|
|
|
|
(885 |
) | |||||
|
Interest expense, net |
|
6,413 |
|
756 |
|
3,180 |
|
C |
|
10,349 |
| |||||
|
Income before provision for income taxes |
|
40,051 |
|
4,919 |
|
(7,975 |
) |
|
|
36,995 |
| |||||
|
Provision for income taxes |
|
13,951 |
|
590 |
|
(1,752 |
) |
D |
|
12,790 |
| |||||
|
Net income |
|
$ |
26,100 |
|
$ |
4,329 |
|
$ |
(6,224 |
) |
|
|
$ |
24,206 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Weighted average number of shares outstanding: |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Basic |
|
96,123,351 |
|
|
|
|
|
|
|
96,123,351 |
| |||||
|
Diluted |
|
97,662,252 |
|
|
|
|
|
|
|
97,662,252 |
| |||||
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Basic |
|
$ |
0.27 |
|
|
|
|
|
|
|
$ |
0.25 |
| |||
|
Diluted |
|
$ |
0.27 |
|
|
|
|
|
|
|
$ |
0.25 |
| |||
|
| ||||||||||||||||
|
A - Reflects elimination of historical sales, costs of sales and freight expenses from KapStone to Victory. | ||||||||||||||||
|
| ||||||||||||||||
|
B - Reflects additional amortization expense from fair market value adjustments for identified intangible assets. | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
The fair value of identified intangible assets is amortized over an estimated useful life of 13.2 years. | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Fair value estimate of amortizable intangible assets |
|
$ |
257,700 |
|
|
|
|
|
|
|
|
| |||
|
|
Estimated useful life (years) |
|
13.2 |
|
|
|
|
|
|
|
|
| ||||
|
|
Annual amortization |
|
$ |
19,528 |
|
|
|
|
|
|
|
|
| |||
|
|
Quarterly amortization |
|
$ |
4,882 |
|
|
|
|
|
|
|
|
| |||
|
|
Less Victory historical amortization expense |
|
$ |
(259 |
) |
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
Total pro forma amortization expense adjustment |
|
$ |
4,623 |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
C - Reflects the adjustment to interest expense resulting from the additional credit facilities. | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Term loan A-1 $940 million (1.934% interest rate) |
|
$ |
18,180 |
|
|
|
|
|
|
|
|
| |||
|
|
Term Loan A-2 $475 million (2.184% interest rate) |
|
10,374 |
|
|
|
|
|
|
|
|
| ||||
|
|
Revolver non use fees $386.8 million (0.3% interest rate) |
|
1,160 |
|
|
|
|
|
|
|
|
| ||||
|
|
Revolver borrowing $113.2 million (1.935% interest rate) |
|
2,190 |
|
|
|
|
|
|
|
|
| ||||
|
|
Receivables securitization facility $175 million (0.92% interest rate) |
|
1,610 |
|
|
|
|
|
|
|
|
| ||||
|
|
Amortization of historical debt issuance costs |
|
5,696 |
|
|
|
|
|
|
|
|
| ||||
|
|
Amortization of debt issuance costs (Assumes $10.9 million) |
|
2,184 |
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
41,394 |
|
|
|
|
|
|
|
|
| ||||
|
|
Pro forma quarterly interest expense |
|
10,349 |
|
|
|
|
|
|
|
|
| ||||
|
|
Reversal of KapStone historical interest expense, net |
|
(6,413 |
) |
|
|
|
|
|
|
|
| ||||
|
|
Reversal of Victory historical interest expense, net |
|
(756 |
) |
|
|
|
|
|
|
|
| ||||
|
|
Total pro forma interest expense,net adjustment |
|
$ |
3,180 |
|
|
|
|
|
|
|
|
| |||
|
| ||||||||||||||||
|
D - Reflects the income tax effect on the pro forma adjustments using KapStone’s marginal income tax rate: | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Victory pre-tax income |
|
$ |
4,919 |
|
|
|
|
|
|
|
|
| |||
|
|
Victory pre-tax income taxed at KapStone marginal tax rate |
|
38 |
% |
|
|
|
|
|
|
|
| ||||
|
|
Income tax |
|
$ |
1,869 |
|
|
|
|
|
|
|
|
| |||
|
|
Elimination of Victory historical income taxes |
|
(590 |
) |
|
|
|
|
|
|
|
| ||||
|
|
Income tax |
|
$ |
1,279 |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
Pro forma pre-tax income / (loss) |
|
$ |
(7,975 |
) |
|
|
|
|
|
|
|
| |||
|
|
KapStone marginal tax rate |
|
38 |
% |
|
|
|
|
|
|
|
| ||||
|
|
Income tax |
|
$ |
(3,031 |
) |
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
Total pro forma income taxes adjustment |
|
$ |
(1,752 |
) |
|
|
|
|
|
|
|
| |||
KapStone Paper and Packaging Corporation
Unaudited Pro Forma Condensed Combined Statement of Income
For the Year Ended December 31, 2014
(amounts in thousands except per share data)
|
|
|
|
|
|
|
Preliminary |
|
|
|
|
| |||||
|
|
|
Historical |
|
Pro Forma |
|
|
|
Pro Forma |
| |||||||
|
|
|
KapStone |
|
Victory |
|
Adjustments |
|
Notes |
|
Combined |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Net sales |
|
$ |
2,300,920 |
|
$ |
952,934 |
|
$ |
(6,636 |
) |
A |
|
$ |
3,247,218 |
| |
|
Cost of sales, excluding depreciation and amortization |
|
1,551,531 |
|
688,667 |
|
(4,796 |
) |
A |
|
2,235,402 |
| |||||
|
Depreciation and amortization |
|
136,548 |
|
3,678 |
|
18,845 |
|
B |
|
159,071 |
| |||||
|
Freight and distribution expenses |
|
175,901 |
|
100,443 |
|
(294 |
) |
A |
|
276,050 |
| |||||
|
Selling, general, and administrative expenses |
|
137,009 |
|
109,695 |
|
— |
|
|
|
246,704 |
| |||||
|
Incentive compensation agreement |
|
— |
|
17,754 |
|
— |
|
|
|
17,754 |
| |||||
|
Operating income |
|
299,931 |
|
32,697 |
|
(20,391 |
) |
|
|
312,237 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Other income |
|
— |
|
782 |
|
— |
|
|
|
782 |
| |||||
|
Foreign exchange gain/(loss) |
|
(1,222 |
) |
— |
|
— |
|
|
|
(1,222 |
) | |||||
|
Loss on debt extinguishment |
|
5,617 |
|
— |
|
— |
|
|
|
5,617 |
| |||||
|
Interest expense, net |
|
32,491 |
|
2,965 |
|
5,938 |
|
C |
|
41,394 |
| |||||
|
Income before provision for income taxes |
|
260,601 |
|
30,514 |
|
(26,329 |
) |
|
|
264,786 |
| |||||
|
Provision for income taxes |
|
88,686 |
|
1,283 |
|
307 |
|
D |
|
90,276 |
| |||||
|
Net income |
|
$ |
171,915 |
|
$ |
29,231 |
|
$ |
(26,636 |
) |
|
|
$ |
174,510 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Weighted average number of shares outstanding: |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Basic |
|
95,900,179 |
|
|
|
|
|
|
|
95,900,179 |
| |||||
|
Diluted |
|
97,459,184 |
|
|
|
|
|
|
|
97,459,184 |
| |||||
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Basic |
|
$ |
1.79 |
|
|
|
|
|
|
|
$ |
1.82 |
| |||
|
Diluted |
|
$ |
1.76 |
|
|
|
|
|
|
|
$ |
1.79 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
A - Reflects elimination of historical sales, costs of sales and freight expenses from KapStone to Victory. | ||||||||||||||||
|
| ||||||||||||||||
|
B - Reflects additional amortization expense from fair market value adjustments for identified intangible assets. | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
The fair value of identified intangible assets is amortized over an estimated useful life of 13.2 years. | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Fair value estimate of amortizable intangible assets |
|
$ |
257,700 |
|
|
|
|
|
|
|
|
| |||
|
|
Estimated weighted average useful life (years) |
|
13.2 |
|
|
|
|
|
|
|
|
| ||||
|
|
Annual amortization |
|
$ |
19,528 |
|
|
|
|
|
|
|
|
| |||
|
|
Less Victory historical amortization expense |
|
$ |
(683 |
) |
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
Total pro forma amortization expense adjustment |
|
$ |
18,845 |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
C - Reflects the adjustment to interest expense resulting from the amended and restated credit facilities. | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Term Loan A-1 $940 million (1.934% interest rate) |
|
$ |
18,180 |
|
|
|
|
|
|
|
|
| |||
|
|
Term Loan A-2 $475 million (2.184% interest rate) |
|
10,374 |
|
|
|
|
|
|
|
|
| ||||
|
|
Revolver non use fees $386.8 million (0.3% interest rate) |
|
1,160 |
|
|
|
|
|
|
|
|
| ||||
|
|
Revolver borrowing $113.2 million (1.935% interest rate) |
|
2,190 |
|
|
|
|
|
|
|
|
| ||||
|
|
Receivables securitization facility $175 million (0.92% interest rate) |
|
1,610 |
|
|
|
|
|
|
|
|
| ||||
|
|
Amortization of historical debt issuance costs |
|
5,696 |
|
|
|
|
|
|
|
|
| ||||
|
|
Amortization of new debt issuance costs (Assumes $10.9 million) |
|
2,184 |
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
41,394 |
|
|
|
|
|
|
|
|
| ||||
|
|
Reversal of KapStone historical interest expense, net |
|
(32,491 |
) |
|
|
|
|
|
|
|
| ||||
|
|
Reversal of Victory historical interest expense, net |
|
(2,965 |
) |
|
|
|
|
|
|
|
| ||||
|
|
Total pro forma interest expense,net adjustment |
|
$ |
5,938 |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
D - Reflects the income tax effect on the pro forma adjustments using KapStone’s marginal income tax rate: | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Victory pre-tax income / (loss) |
|
$ |
30,514 |
|
|
|
|
|
|
|
|
| |||
|
|
Victory pre-tax income taxed at KapStone marginal tax rate |
|
38 |
% |
|
|
|
|
|
|
|
| ||||
|
|
Income tax |
|
$ |
11,595 |
|
|
|
|
|
|
|
|
| |||
|
|
Elimination of Victory historical income taxes |
|
(1,283 |
) |
|
|
|
|
|
|
|
| ||||
|
|
Income tax |
|
$ |
10,312 |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
Pro forma pre-tax income / (loss) |
|
$ |
(26,329 |
) |
|
|
|
|
|
|
|
| |||
|
|
Additional federal and state income taxes |
|
38 |
% |
|
|
|
|
|
|
|
| ||||
|
|
Income tax |
|
$ |
(10,005 |
) |
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
Total pro forma income taxes adjustment |
|
$ |
307 |
|
|
|
|
|
|
|
|
| |||