NORTHBROOK, Ill., July 27, 2016 /PRNewswire/ -- KapStone Paper and Packaging Corporation (NYSE:KS) today reported results for the second quarter ended June 30, 2016. As compared to 2015's second quarter, results for 2016's second quarter are below:


    --  Net sales of $785 million up $114 million, or 17 percent
    --  Net income of $21 million down $13 million, or 40 percent
    --  Adjusted net income of $26 million down $16 million, or 39 percent
    --  Adjusted EBITDA of $97 million down $14 million, or 13 percent
    --  Diluted EPS of $0.21 down $0.14 per share, or 40 percent
    --  Adjusted diluted EPS of $0.27 down $0.17 per share, or 39 percent

Roger W. Stone, Chairman and Chief Executive Officer, stated, "KapStone's operations performed well in the second quarter with our mills producing over 668,000 tons of paper. The benefits from the Victory acquisition were offset by lower prices and a less favorable product mix. Our operating cash flow year-to-date was up $17 million. We achieved our goal of integrating an annual run rate of 115,000 tons of Victory's packaging needs into our mill and plant system. Also, with our recent strategic investments we expect additional mill integration within the next twelve months."

Second Quarter Operating Highlights

Consolidated net sales of $785 million in the second quarter of 2016 increased by $114 million, or 17 percent compared to $671 million for the 2015 second quarter. Victory Packaging's net sales increased by $159 million due to including three months of revenues in the 2016 second quarter compared to only one month in the 2015 second quarter as the acquisition closed on June 1, 2015. All other revenues are down $45 million reflecting lower sales volume as we faced increased competition in select containerboard and corrugated product markets. The Company's average mill selling price of $624 per ton in the second quarter of 2016 decreased by $43 per ton, or about 6 percent compared to the second quarter of 2015 due to index-driven lower domestic containerboard prices, lower export containerboard and kraft paper prices and a less favorable product mix.

Operating income of $44 million for the 2016 second quarter decreased by $18 million, or 29 percent, compared to the 2015 second quarter. The lower operating earnings primarily reflect lower prices for domestic and export containerboard and export kraft paper prices, the timing of planned maintenance outages, inflation on salary and certain benefit costs, an increase of the fair value of the Victory contingent consideration liability and higher depreciation and severance charges. These factors were partially offset by three months of earnings from Victory Packaging compared to one month in 2015 and related synergies, lower Victory acquisition related expenses, lower fiber and fuel costs and lower management incentives.

Interest expense, net, was $10 million for the second quarter of 2016, up $1.5 million from a year ago as a result of borrowings associated with the Victory Packaging acquisition and higher interest rates. Our weighted average interest rate as of June 30, 2016 is 2.1 percent compared to 1.8 percent as of June 30, 2015.

The effective income tax rate for the 2016 second quarter was 36.5 percent compared to 35.2 percent for the 2015 second quarter. Results in the 2016 second quarter include an unfavorable adjustment from a state tax examination.

Cash Flow and Working Capital

Cash and cash equivalents of $8 million as of June 30, 2016, remained consistent with balances at March 31, 2016. Operating activities provided $31 million during the second quarter while investing activities used $38 million and financing activities provided $8 million. Capital expenditures in the second quarter were $36 million. Financing activities included $18 million of net borrowings offset by $10 million of cash dividends.

On May 11, 2016, our Board of Directors approved a regular $0.10 per share cash dividend which was paid on July 13, 2016.

At June 30, 2016, the Company had approximately $456 million of working capital and $467 million of revolver borrowing capacity.

Conclusion

In summary, Stone commented, "I expect to see our operations continue to perform better."

Conference Call

KapStone will host a conference call at 10:00 a.m. CDT, Thursday, July 28, 2016, to discuss the Company's financial results for the 2016 second quarter. All interested parties are invited to listen and may do so by either accessing a simultaneous broadcast webcast on KapStone's website, http://www.kapstonepaper.com, or for those unable to access the webcast, the following dial-in numbers are available:

Domestic: 888-608-7946
International: 484-747-6633
Participant Passcode: 47375590

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

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

About the Company

Headquartered in Northbrook, IL, KapStone Paper and Packaging Corporation is the fifth largest producer of containerboard and corrugated packaging products and is the largest kraft paper producer in the United States. The Company has four paper mills, 20 converting plants and 60 distribution centers. The business has approximately 6,300 employees.

Non-GAAP Financial Measures

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

Forward-Looking Statements

Statements in this news release that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can often be identified by words such as "may," "will," "should," "would,' "expect," "project," "anticipate," "intend," "plan," "believe," "estimate," "potential," "outlook," or "continue," the negative of these terms or other similar expressions. These statements reflect management's current views and are subject to risks, uncertainties and assumptions, many of which are beyond the Company's control that could cause actual results to differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ materially include, but are not limited to: (1) industry conditions; (2) market and economic factors; (3) results of legal proceedings and compliance costs; (4) the ability to achieve and effectively manage growth; (5) the ability to pay the Company's debt obligations; (6) the ability to carry out the Company's strategic initiatives and manage associated costs; (7) managing labor relations and (8) realizing the synergies and benefits of the Victory Packaging acquisition. Further information on these and other risks and uncertainties is provided under Item 1A "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 and elsewhere in reports that the Company files with the SEC. These filings can be found on KapStone's Web site at http://www.kapstonepaper.com and the SEC's Web site at www.sec.gov. Forward-looking statements included herein speak only as of the date hereof and the Company disclaims any obligation to revise or update such statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or circumstances.




                                                         KapStone Paper and Packaging Corporation

                                                            Consolidated Statements of Income

                                                    (In thousands, except share and per share amounts)

                                                                       (Unaudited)



                                                                 Quarter Ended June 30,                      Six Months Ended June 30,
                                                                 ----------------------                      -------------------------

                                                                          2016                          2015                           2016       2015
                                                                          ----                          ----                           ----       ----


    Net sales                                                         $784,911                      $671,255                     $1,523,126 $1,217,544


    Cost and expenses:

     Cost of sales, excluding
      depreciation and
      amortization                                                     568,831                       470,478                      1,102,108    852,676

     Depreciation and
      amortization                                                      46,035                        36,996                         90,574     72,117

     Freight and distribution
      expenses                                                          70,978                        53,891                        136,037     97,318

     Selling, general and
      administrative expenses                                           55,554                        48,481                        116,294     86,675
                                                                        ------                        ------                        -------     ------

    Operating income                                                    43,513                        61,409                         78,113    108,758


    Foreign exchange (loss)                                              (872)                         (53)                         (975)     (938)

    Interest expense, net                                               10,006                         8,515                         19,817     14,928
                                                                        ------                         -----                         ------     ------

    Income before provision
     for income taxes                                                   32,635                        52,841                         57,321     92,892

    Provision for income taxes                                          11,913                        18,585                         20,425     32,536
                                                                        ------                        ------                         ------     ------

    Net income                                                         $20,722                       $34,256                        $36,896    $60,356
                                                                       =======                       =======                        =======    =======


    Net income per share:

    Basic                                                                $0.21                         $0.36                          $0.38      $0.63
                                                                         =====                         =====                          =====      =====

    Diluted                                                              $0.21                         $0.35                          $0.38      $0.62
                                                                         =====                         =====                          =====      =====



    Weighted-average number of shares outstanding:

    Basic                                                           96,517,357                    96,269,619                     96,458,354 96,196,889
                                                                    ==========                    ==========                     ========== ==========

    Diluted                                                         97,629,786                    97,664,781                     97,561,774 97,647,666
                                                                    ==========                    ==========                     ========== ==========



    Effective income tax rate                                            36.5%                        35.2%                         35.6%     35.0%
                                                                          ====                          ====                           ====       ====



                                                                 Supplemental Information

                                                             GAAP to Non-GAAP Reconciliations

                                                   ($ in thousands, except share and per share amounts)

                                                                       (unaudited)


                                                                 Quarter Ended June 30,                      Six Months Ended June 30,
                                                                 ----------------------                      -------------------------

                                                                          2016                          2015                           2016       2015
                                                                          ----                          ----                           ----       ----

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

    Net income (GAAP)                                                  $20,722                       $34,256                        $36,896    $60,356

       Interest expense, net                                            10,006                         8,515                         19,817     14,928

       Provision for income taxes                                       11,913                        18,585                         20,425     32,536

       Depreciation and
        amortization                                                    46,035                        36,996                         90,574     72,117
                                                                        ------                        ------                         ------     ------

    EBITDA (Non-GAAP)                                                  $88,676                       $98,352                       $167,712   $179,937
                                                                       =======                       =======                       ========   ========


    Victory Packaging
     acquisition expenses                                                  262                         5,919                            525      6,002

    Integration, casualty and
     other expenses                                                      1,050                           724                          2,016      1,209

    Change in fair value of
     contingent consideration
     liability                                                           1,526                           553                          3,052        553

    Severance expenses                                                   3,116                         2,025                          6,164      2,664

    Stock-based compensation
     expense                                                             1,941                         2,757                          5,362      6,537
                                                                         -----                         -----                          -----      -----

    Adjusted EBITDA (Non-GAAP)                                         $96,571                      $110,330                       $184,831   $196,902
                                                                       =======                      ========                       ========   ========


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

    Net income (GAAP)                                                  $20,722                       $34,256                        $36,896    $60,356

    Victory Packaging
     acquisition expenses                                                  262                         5,919                            525      6,002

    Integration, casualty and
     other expenses                                                      1,050                           724                          2,016      1,209

    Change in fair value of
     contingent consideration
     liability                                                           1,526                           553                          3,052        553

    Severance expenses                                                   3,116                         2,025                          6,164      2,664

    Stock-based compensation
     expense                                                             1,941                         2,757                          5,362      6,537

    Accumulated tax
     adjustments*                                                      (2,597)                      (3,747)                       (5,760)   (5,472)
                                                                        ------                        ------                         ------     ------

    Adjusted Net Income (Non-
     GAAP)                                                             $26,020                       $42,487                        $48,255    $71,849
                                                                       =======                       =======                        =======    =======


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

    Diluted earnings per share
     (GAAP)                                                              $0.21                         $0.35                          $0.38      $0.62

    Victory Packaging
     acquisition expenses                                                    -                         0.06                           0.01       0.06

    Integration, casualty and
     other expenses                                                       0.01                          0.01                           0.02       0.01

    Change in fair value of
     contingent consideration
     liability                                                            0.02                          0.01                           0.03       0.01

    Severance expenses                                                    0.03                          0.02                           0.06       0.03

    Stock-based compensation
     expense                                                              0.02                          0.03                           0.05       0.07

    Accumulated tax
     adjustments                                                       ( 0.02)                       ( 0.04)                        ( 0.06)    ( 0.06)

    Adjusted Diluted EPS (Non-
     GAAP)                                                               $0.27                         $0.44                          $0.49      $0.74
                                                                         =====                         =====                          =====      =====


    Accumulated tax adjustments in
     2016 reflect EBITDA adjustments
     tax affected at 37.5 percent,
     the Company's marginal income
     tax rate offset by an
     unfavorable state tax
     examination adjustment


     KapStone Paper and Packaging Corporation

            Consolidated Balance Sheets

                  (In thousands)


                                               June 30,            December 31,

                                                              2016                  2015
                                                              ----                  ----

                                              (Unaudited)

     Assets

     Current assets:

        Cash and cash equivalents                           $7,890                $6,821

        Trade accounts receivable, net of
         allowances                                        415,131               363,869

        Other receivables                                   12,682                18,732

        Inventories                                        331,642               335,903

        Prepaid expenses and other current
         assets                                             15,124                28,932

     Total current assets                                  782,469               754,257
                                                           -------               -------


     Plant, property and equipment, net                  1,411,362             1,406,146

     Other assets                                           10,792                12,532

     Intangible assets, net                                327,235               344,583

     Goodwill                                              704,592               704,592
                                                           -------               -------

     Total assets                                       $3,236,450            $3,222,110
                                                        ==========            ==========



     Liabilities and Stockholders' Equity

     Current liabilities:

     Short-term borrowings                                 $16,000                $6,400

     Dividend payable                                        9,907                 9,862

     Accounts payable                                      182,376               196,491

     Accrued expenses                                       63,864                73,138

     Accrued compensation costs                             52,215                64,149

     Accrued income taxes                                    2,288                    15

     Total current liabilities                             326,650               350,055
                                                           -------               -------


     Long-term debt, net of current portion              1,537,028             1,543,748

     Pension and post-retirement benefits                   37,830                40,510

     Deferred income taxes                                 420,843               418,479

     Other liabilities                                      44,993                24,038

     Total other liabilities                             2,040,694             2,026,775
                                                         ---------             ---------


     Stockholders' equity:

     Common stock $0.0001 par value                             10                    10

     Additional paid-in capital                            271,530               266,220

     Retained earnings                                     659,789               642,306

      Accumulated other comprehensive (loss)
      income                                              (62,223)             (63,256)
                                                           -------               -------

     Total stockholders' equity                            869,106               845,280

      Total liabilities and stockholders'
      equity                                            $3,236,450            $3,222,110
                                                        ==========            ==========


                                            KapStone Paper and Packaging Corporation

                                              Consolidated Statement of Cash Flows

                                                         (In thousands)

                                                           (Unaudited)


                                                          Quarter Ended June 30,              Six Months Ended June 30,
                                                          ----------------------              -------------------------

                                                                2016                     2015                  2016              2015
                                                                ----                     ----                  ----              ----

    Operating activities:

       Net income                                            $20,722                  $34,256               $36,896           $60,356

       Adjustments to reconcile net income to net cash
        provided by

       operating activities:

       Depreciation of plant
        and equipment                                         37,098                   31,954                72,701            63,659

       Amortization of
        intangible assets                                      8,937                    5,042                17,873             8,458

       Stock-based
        compensation expense                                   1,941                    2,757                 5,362             6,537

       Pension and
        postretirement                                         (579)                 (2,524)              (1,027)          (5,416)

    Excess tax
     (deficiency) /
     benefit from stock-
     based compensation                                           10                    (120)                  150           (1,511)

       Amortization of debt
        issuance costs                                         1,251                    2,040                 2,375             3,047

       (Gain) /Loss on
        disposal of fixed
        assets                                                   715                       32                   653               210

       Deferred income taxes                                   (360)                     587                   704             2,451

       Change in fair value
        of contingent
        consideration
        liability                                              1,526                      553                 3,052               553

       Changes in operating
        assets and
        liabilities                                         (40,241)                   1,922              (49,114)         (65,757)

    Net cash provided by
     operating activities                                    $31,020                  $76,499               $89,625           $72,587
                                                             -------                  -------               -------           -------


    Investing activities:

        Purchase of intangible
         assets                                              (1,025)                       -              (1,525)                -

        Victory Packaging
         acquisition                                               -               (616,564)                    -        (616,564)

        Capital expenditures                                (36,210)                (34,949)             (72,373)         (63,711)

        Proceeds from sales of
         assets                                                    -                       -                4,856                 -

        Other                                                (1,250)                       -              (1,250)                -

    Net cash used in
     investing activities                                  $(38,485)              $(651,513)            $(70,292)       $(680,275)
                                                            --------                ---------              --------         ---------



    Financing activities:

    Proceeds from
     revolving credit
     facility                                                129,100                 $179,800              $263,700          $266,200

    Repayments on
     revolving credit
     facility                                              (123,100)               (174,800)            (254,100)        (251,200)

    Proceeds from
     receivables credit
     facility                                                 14,424                   90,773                21,094           103,735

    Repayments on
     receivables credit
     facility                                                (2,470)                       -             (27,170)          (4,962)

    Proceeds from long-
     term debt                                                     -                 519,763                     -          519,763

    Payment of loan
     amendment costs and
     debt issuance fees                                        (138)                (10,790)              (2,388)         (10,790)

    Proceeds from other
     current borrowings                                            -                       -                    -            6,615

    Payment from other
     current borrowings                                            -                 (2,195)                    -          (2,195)

    Cash dividend paid                                       (9,652)                 (9,626)             (19,348)         (19,464)

    Payment of withholding
     taxes on vested stock
     awards                                                     (94)                   (126)                (786)          (2,448)

    Proceeds from
     exercises of stock
     options                                                     211                      287                   420               778

    Proceeds from issuance
     of shares to ESPP                                             -                       -                  464               415

    Excess tax
     (deficiency) /
     benefit from stock-
     based compensation                                         (10)                     120                 (150)            1,511

    Net cash provided by /
     (used in) financing
     activities                                               $8,271                 $593,206             $(18,264)         $607,958
                                                              ------                 --------              --------          --------


    Net increase in cash
     and cash equivalents                                        806                   18,192                 1,069               270

    Cash and cash
     equivalents-
     beginning of period                                       7,084                   10,545                 6,821            28,467

    Cash and cash
     equivalents-end of
     period                                                   $7,890                  $28,737                $7,890           $28,737
                                                              ======                  =======                ======           =======




                                                                      KapStone Paper and Packaging Corporation

                                                                            Operating Segment Information

                                                                                   (In thousands)

                                                                                     (Unaudited)


                          Net Sales
                        ---------

    Three Months
     Ended June 30,
     2016            Trade              Inter-segment         Total                            Operating Income (Loss)       Depreciation and Amortization        Capital Expenditures           Total Assets at June 30, 2016
                     -----              -------------         -----                             ----------------------       -----------------------------        --------------------           -----------------------------

    Paper and
     Packaging                 $532,571               $20,524          $553,095                                      $41,082                              $38,163                        $34,265                           $2,507,161

    Distribution (a)            252,340                     -          252,340                                       12,336                                5,702                            932                              686,997

    Corporate                         -                    -                -                                     (9,905)                               2,170                          1,013                               42,292

    Intersegment
     eliminations                     -             (20,524)         (20,524)                                           -                                   -                             -                                   -

                               $784,911          $          -         $784,911                                      $43,513                              $46,035                        $36,210                           $3,236,450
                               ========          ============         ========                                      =======                              =======                        =======                           ==========



                        Net Sales
                        ---------

    Three Months
     Ended June 30,
     2015            Trade              Inter-segment         Total                            Operating Income (Loss)       Depreciation and Amortization        Capital Expenditures           Total Assets at June 30, 2015
                     -----              -------------         -----                             ----------------------       -----------------------------        --------------------           -----------------------------

    Paper and
     Packaging                 $577,857                  $788          $578,645                                      $71,844                              $34,187                        $30,256                           $2,553,708

    Distribution (a)             93,398                     -           93,398                                        1,720                                1,945                            243                              527,704

    Corporate (b)                     -                    -                -                                    (12,155)                                 864                          4,450                              223,792

    Intersegment
     eliminations                     -                (788)            (788)                                           -                                   -                             -                                   -

                               $671,255          $          -         $671,255                                      $61,409                              $36,996                        $34,949                           $3,305,204
                               ========          ============         ========                                      =======                              =======                        =======                           ==========



                        Net Sales
                        ---------

    Six Months Ended
     June 30, 2016   Trade              Inter-segment         Total                            Operating Income (Loss)       Depreciation and Amortization        Capital Expenditures
                     -----              -------------         -----                             ----------------------       -----------------------------        --------------------

    Paper and
     Packaging               $1,052,611               $36,993        $1,089,604                                      $87,323                              $75,299                        $66,620

    Distribution (a)            470,515                     -          470,515                                       13,717                               11,363                          2,998

    Corporate                         -                    -                -                                    (22,927)                               3,912                          2,755

    Intersegment
     eliminations                     -             (36,993)         (36,993)                                           -                                   -                             -

                             $1,523,126          $          -       $1,523,126                                      $78,113                              $90,574                        $72,373
                             ==========          ============       ==========                                      =======                              =======                        =======



                        Net Sales
                        ---------

    Six Months Ended
     June 30, 2015   Trade              Inter-segment         Total                            Operating Income (Loss)       Depreciation and Amortization        Capital Expenditures
                     -----              -------------         -----                             ----------------------       -----------------------------        --------------------

    Paper and
     Packaging               $1,124,146                  $788        $1,124,934                                     $130,136                              $68,664                        $56,506

    Distribution (a)             93,398                     -           93,398                                        1,720                                1,945                            243

    Corporate                         -                    -                -                                    (23,098)                               1,508                          6,962

    Intersegment
     eliminations                     -                (788)            (788)                                           -                                   -                             -

                             $1,217,544          $          -       $1,217,544                                     $108,758                              $72,117                        $63,711
                             ==========          ============       ==========                                     ========                              =======                        =======


                    Reflects
                     results of
                     Victory
                     Packaging
                     which
                     KapStone
                     acquired on
    (a)              June 1, 2015

    (b)              Goodwill
                     related to
                     the Victory
                     Packaging
                     acquisition
                     was included
                     in Corporate
                     as of June
                     30, 2015 and
                     was
                     subsequently
                     allocated to
                     the
                     Distribution
                     segment in
                     the quarter
                     ended
                     September
                     30, 2015



                                                               KapStone Paper and Packaging Corporation

                                                             Operating Segment EBITDA and Adjusted EBITDA

                                                                            (In thousands)

                                                                              (Unaudited)


                                    Quarter Ended June 30,                Six Months Ended June 30,
                                    ----------------------                -------------------------

    Paper and Packaging                                 2016                                       2015          2016         2015
    -------------------                                 ----                                       ----          ----         ----

    Segment income                                   $41,082                                    $71,844       $87,323     $130,136

    Foreign exchange (loss) / gain                     (288)                                       146             -       (739)

    Depreciation and amortization                     38,163                                     34,187        75,299       68,664
                                                      ------                                     ------        ------       ------

    EBITDA                                            78,957                                    106,177       162,622      198,061

    Victory Packaging acquisition
     expenses                                              -                                         -            -           -

    Integration, casualty and other
     expenses                                            935                                        724         1,819        1,209

    Severance expenses                                 3,035                                      2,025         5,297        2,664

    Adjusted EBITDA                                  $82,927                                   $108,926      $169,738     $201,934
                                                     =======                                   ========      ========     ========

    Adjusted EBITDA margin                             15.6%                                     18.8%        16.1%       18.0%


                                    Quarter Ended June 30,                Six Months Ended June 30,
                                    ----------------------                -------------------------

    Distribution                                        2016                                       2015          2016         2015
    ------------                                        ----                                       ----          ----         ----

    Segment income                                   $12,336                                     $1,720       $13,717       $1,720

    Foreign exchange (loss) / gain                     (584)                                     (199)        (975)       (199)

    Depreciation and amortization                      5,702                                      1,945        11,363        1,945
                                                       -----                                      -----        ------        -----

    EBITDA                                            17,454                                      3,466        24,105        3,466

    Victory Packaging acquisition
     expenses                                            262                                      3,870           525        3,870

    Integration, casualty and other
     expenses                                              -                                         -            -           -

    Severance expenses                                    89                                          -          480            -

    Adjusted EBITDA                                  $17,805                                     $7,336       $25,110       $7,336
                                                     =======                                     ======       =======       ======

    Adjusted EBITDA margin                              7.1%                                      7.9%         5.3%        7.9%


                                    Quarter Ended June 30,                Six Months Ended June 30,
                                    ----------------------                -------------------------

    Corporate                                           2016                                       2015          2016         2015
    ---------                                           ----                                       ----          ----         ----

    Segment (loss)                                  $(9,905)                                 $(12,155)    $(22,927)   $(23,098)

    Foreign exchange loss / (gain)                         -                                         -            -           -

    Depreciation and amortization                      2,170                                        864         3,912        1,508
                                                       -----                                        ---         -----        -----

    EBITDA                                           (7,735)                                  (11,291)     (19,015)    (21,590)

    Victory Packaging acquisition
     expenses                                              -                                     2,049             -       2,132

    Integration, casualty and other
     expenses                                            115                                          -          197            -

    Change in fair value of
     contingent consideration
     liability                                         1,526                                        553         3,052          553

    Severance expenses                                   (8)                                         -          387            -

    Stock-based compensation                           1,941                                      2,757         5,362        6,537

    Adjusted EBITDA                                 $(4,161)                                  $(5,932)    $(10,017)   $(12,368)
                                                     =======                                    =======      ========     ========


                                    Quarter Ended June 30,                Six Months Ended June 30,
                                    ----------------------                -------------------------

    Consolidated                                        2016                                       2015          2016         2015
    ------------                                        ----                                       ----          ----         ----

    Segment income                                   $43,513                                    $61,409       $78,113     $108,758

    Foreign exchange (loss) / gain                     (872)                                      (53)        (975)       (938)

    Depreciation and amortization                     46,035                                     36,996        90,574       72,117
                                                      ------                                     ------        ------       ------

    EBITDA                                            88,676                                     98,352       167,712      179,937

    Victory Packaging acquisition
     expenses                                            262                                      5,919           525        6,002

    Integration, casualty and other
     expenses                                          1,050                                        724         2,016        1,209

    Severance expenses                                 3,116                                      2,025         6,164        2,664

    Change in fair value of
     contingent consideration
     liability                                         1,526                                        553         3,052          553

    Stock-based compensation                           1,941                                      2,757         5,362        6,537

    Adjusted EBITDA                                  $96,571                                   $110,330      $184,831     $196,902
                                                     =======                                   ========      ========     ========

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SOURCE KapStone Paper and Packaging Corporation