Post Holdings Reports Results for the First Quarter of Fiscal Year 2015
Highlights:
-
Adjusted EBITDA of
$127.6 million -
Net sales of
$1,073.9 million - Announced the acquisition of MOM Brands, a leader in the RTE cereal value segment
First Quarter Consolidated Operating Results
First quarter net sales were
Selling, general and administrative (SG&A) expenses for the first quarter were
Adjusted EBITDA was
Other expense, net was
For the first quarter, the net loss attributable to common shareholders was
Segment Results
As a result of a previously announced business reorganization, Post’s first quarter results are reported in the following three segments: Consumer Brands,
In fiscal year 2015, Post changed its methodology for allocating certain corporate costs to segment profit. Accordingly, segment profit for fiscal year 2014 has been adjusted to align with fiscal year 2015 presentation. This change only impacted the Consumer Brands segment profit. See the historical segment information tables in this release for the adjusted presentation, as well as the presentation aligned with Post’s segment reporting structure as described above.
Consumer Brands
Consumer Brands includes the
Net sales were
Segment profit was
Net sales were
Segment profit and segment Adjusted EBITDA for the first quarter were
Private Label
Private Label includes the Golden Boy (including American Blanching as of
Net sales were
Segment profit was
Interest and Income Tax
Net interest expense was
Income tax expense was
Update on Acquisitions and Financing
On
Post will acquire MOM Brands for
Concurrent with the signing of the agreement, Post obtained financing commitments under which various lenders have committed to provide up to $700 million under a secured term loan facility. On
Outlook
Post management continues to expect fiscal 2015 Adjusted EBITDA to be between
Post management continues to expect fiscal 2015 capital expenditures to be between
Use of Non-GAAP Measures
Certain financial measures in this release are non-GAAP measures, including Adjusted EBITDA. Management believes the use of such non-GAAP measures provides increased transparency and assists investors in understanding the underlying operating performance of the Company and its segments and in the analysis of ongoing operating trends. These measures may not be comparable to similarly-titled measures of other companies. See the tables provided in this release for reconciliations to the most directly comparable GAAP financial measures.
Conference Call to Discuss Earnings Results and Outlook
The Company will host a conference call on
Interested parties may join the conference call by dialing (877) 540-0891 in
A replay of the conference call will be available through
Forward-Looking Statements
Certain matters discussed in this release and on the conference call are forward-looking statements, including our Adjusted EBITDA outlook for fiscal 2015, expectations for progressive improvement in quarterly Adjusted EBITDA throughout fiscal 2015 on a consolidated basis and capital expenditures expectations, including expectations for growth activities and maintenance. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include our ability to obtain financing and access to capital for our pending acquisition of MOM Brands or our ability to otherwise complete the acquisition; the timing to consummate the acquisition of MOM Brands, the ability and timing to obtain required regulatory approvals for the MOM Brands acquisition, including antitrust approvals, and to satisfy other closing conditions; our high leverage and substantial debt, including covenants that restrict the operation of our business; our ability to service outstanding debt or obtain additional financing, including secured and unsecured debt; our ability to continue to compete in our product markets and our ability to retain market position; our ability to identify and complete acquisitions, manage growth and integrate acquisitions; changes in our cost structure, management, financing and business operations; significant volatility in the costs of certain raw materials, commodities, packaging or energy used to manufacture our products; our ability to maintain competitive pricing, introduce new products or successfully manage costs; our ability to successfully implement business strategies to reduce costs; impairment in the carrying value of goodwill or other intangibles; the loss or bankruptcy of a significant customer; allegations that products cause injury or illness, product recalls and product liability claims and other litigation; our ability to anticipate and respond to changes in consumer preferences and trends; changes in economic conditions and consumer demand for our products; disruptions in the U.S. and global capital and credit markets; labor strikes, work stoppages or unionization efforts; legal and regulatory factors, including changes in advertising and labeling laws, food safety and laws and regulations governing animal feeding operations; our ability to comply with increased regulatory scrutiny related to certain of our products and/or international sales; the ultimate impact litigation may have on us, including the lawsuit (to which
About
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||
(in millions, except per share data) | ||
Quarter Ended December 31, |
||
2014 | 2013 | |
Net Sales | $ 1,073.9 | $ 297.0 |
Cost of goods sold | 824.8 | 182.5 |
Gross Profit | 249.1 | 114.5 |
Selling, general and administrative expenses | 166.0 | 81.9 |
Amortization of intangible assets | 33.5 | 5.7 |
Loss on foreign currency | 1.2 | 1.6 |
Other operating expenses, net | 7.5 | 0.1 |
Operating Profit | 40.9 | 25.2 |
Interest expense, net | 60.1 | 29.0 |
Other expense, net | 54.6 | — |
Loss before Income Taxes | (73.8) | (3.8) |
Income tax provision (benefit) | 23.5 | (1.4) |
Net Loss | (97.3) | (2.4) |
Preferred stock dividends | (4.3) | (2.6) |
Net Loss Available to Common Shareholders | $ (101.6) | $ (5.0) |
Net Loss per Common Share: | ||
Basic | $ (2.04) | $ (0.15) |
Diluted | $ (2.04) | $ (0.15) |
Weighted-Average Common Shares Outstanding: | ||
Basic | 49.8 | 32.7 |
Diluted | 49.8 | 32.7 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) | ||
(in millions) | ||
December 31, 2014 | September 30, 2014 | |
ASSETS | ||
Current Assets | ||
Cash and cash equivalents | $ 176.7 | $ 268.4 |
Restricted cash | 13.6 | 84.8 |
Receivables, net | 409.0 | 413.7 |
Inventories | 436.5 | 380.7 |
Deferred income taxes | 21.8 | 27.0 |
Prepaid expenses and other current assets | 38.7 | 44.4 |
Total Current Assets | 1,096.3 | 1,219.0 |
Property, net | 860.1 | 831.9 |
Goodwill | 2,948.4 | 2,886.7 |
Other intangible assets, net | 2,737.5 | 2,643.0 |
Other assets | 74.4 | 150.5 |
Total Assets | $ 7,716.7 | $ 7,731.1 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
Current Liabilities | ||
Current portion of long-term debt | $ 24.7 | $ 25.6 |
Accounts payable | 231.8 | 225.0 |
Other current liabilities | 328.2 | 269.3 |
Total Current Liabilities | 584.7 | 519.9 |
Long-term debt | 3,823.4 | 3,830.5 |
Deferred income taxes | 895.1 | 915.1 |
Other liabilities | 240.2 | 182.4 |
Total Liabilities | 5,543.4 | 5,447.9 |
Shareholders’ Equity | ||
Preferred stock | 0.1 | 0.1 |
Common stock | 0.5 | 0.5 |
Additional paid-in capital | 2,670.6 | 2,669.3 |
Accumulated deficit | (403.0) | (305.7) |
Accumulated other comprehensive loss | (41.5) | (27.6) |
Treasury stock, at cost | (53.4) | (53.4) |
Total Shareholders’ Equity | 2,173.3 | 2,283.2 |
Total Liabilities and Shareholders’ Equity | $ 7,716.7 | $ 7,731.1 |
SELECTED CONDENSED CONSOLIDATED CASH FLOW INFORMATION (Unaudited) | ||
(in millions) | ||
Quarter Ended December 31, |
||
2014 | 2013 | |
Cash provided by (used in): | ||
Operating activities | $ 57.2 | $ 24.9 |
Investing activities, including capital expenditures of $23.7 and $16.5 | (136.7) | (345.7) |
Financing activities | (11.6) | 804.6 |
Effect of exchange rate changes on cash and cash equivalents | (0.6) | (0.9) |
Net (decrease) increase in cash and cash equivalents | $ (91.7) | $ 482.9 |
SEGMENT INFORMATION (Unaudited) | ||
(in millions) | ||
Quarter Ended December 31, |
||
2014 | 2013 | |
Net Sales | ||
Consumer Brands | $ 347.9 | $ 274.1 |
Michael Foods Group | 599.3 | — |
Private Label | 127.8 | 23.2 |
Eliminations | (1.1) | (0.3) |
Total | $ 1,073.9 | $ 297.0 |
Segment Profit | ||
Consumer Brands | $ 31.3 | $ 47.4 |
Michael Foods Group | 42.1 | — |
Private Label | 6.9 | 2.6 |
Total segment profit | 80.3 | 50.0 |
General corporate expenses and other | 32.3 | 20.8 |
Accelerated depreciation on plant closure | — | 2.7 |
Loss on assets held for sale | 7.1 | — |
Losses on hedge of purchase price of foreign currency denominated acquisition | — | 1.3 |
Interest expense | 60.1 | 29.0 |
Other expense, net | 54.6 | — |
Loss before Income Taxes | $ (73.8) | $ (3.8) |
SUPPLEMENTAL SEGMENT INFORMATION | ||
Results include two acquisitions completed in fiscal 2015 and four acquisitions completed in fiscal 2014. Each acquired business is included in results as of its respective closing date as listed below: | ||
Business | Segment | Acquisition Date |
Dakota Growers Pasta Company | Michael Foods Group | January 1, 2014 |
Golden Boy Foods | Private Label | February 1, 2014 |
Dymatize Enterprises | Consumer Brands | February 1, 2014 |
Michael Foods | Michael Foods Group | June 2, 2014 |
PowerBar and Musashi and related assets | Consumer Brands | October 1, 2014 |
American Blanching Company | Private Label | November 1, 2014 |
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA (Unaudited) | ||
(in millions) | ||
Quarter Ended December 31, |
||
2014 | 2013 | |
Net Loss | $ (97.3) | $ (2.4) |
Income tax provision (benefit) | 23.5 | (1.4) |
Interest expense, net | 60.1 | 29.0 |
Depreciation and amortization, including accelerated depreciation | 63.1 | 21.1 |
Non-cash stock-based compensation | 6.3 | 3.4 |
Acquisition related transaction costs | 5.0 | 3.4 |
Integration costs | 2.1 | — |
Non-cash mark to market adjustments and settlements on interest rate swaps | 54.6 | — |
Loss on assets held for sale | 7.1 | — |
Gain on change in fair value of acquisition earn-out | (0.7) | — |
Losses on hedge of purchase price of foreign currency denominated acquisitions | — | 1.3 |
Mark to market adjustments on commodity hedges | (2.0) | (0.9) |
Inventory valuation adjustments on acquired businesses | 3.2 | — |
Foreign currency loss on intercompany loans | 1.4 | — |
Restructuring and plant closure costs | 0.8 | 2.2 |
Spin-Off costs/post Spin-Off non-recurring costs | 0.4 | 0.2 |
Adjusted EBITDA | $ 127.6 | $ 55.9 |
Adjusted EBITDA as a percentage of Net Sales | 11.9% | 18.8% |
RECONCILIATION OF SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited) | |||||
QUARTER ENDED DECEMBER 31, 2014 | |||||
(in millions) | |||||
Consumer Brands |
Michael Foods Group |
Private Label |
Corporate/ Other |
Total |
|
Segment Profit | $ 31.3 | $ 42.1 | $ 6.9 | $ — | $ 80.3 |
General corporate expenses and other | — | — | — | (32.3) | (32.3) |
Loss on assets held for sale | — | — | — | (7.1) | (7.1) |
Operating Profit | 31.3 | 42.1 | 6.9 | (39.4) | 40.9 |
Depreciation and amortization | 19.1 | 36.6 | 6.0 | 1.4 | 63.1 |
Non-cash stock-based compensation | — | — | — | 6.3 | 6.3 |
Acquisition related transaction costs | — | — | — | 5.0 | 5.0 |
Integration costs | 2.0 | — | — | 0.1 | 2.1 |
Loss on assets held for sale | — | — | — | 7.1 | 7.1 |
Gain on change in fair value of acquisition earn-out | — | — | — | (0.7) | (0.7) |
Mark to market adjustments on commodity hedges | — | (7.1) | — | 5.1 | (2.0) |
Inventory valuation adjustments on acquired businesses | 1.9 | — | 1.3 | — | 3.2 |
Foreign currency loss on intercompany loans | 0.2 | 0.8 | 0.1 | 0.3 | 1.4 |
Restructuring and plant closure costs | — | — | — | 0.8 | 0.8 |
Spin-Off costs/post Spin-Off non-recurring costs | — | — | — | 0.4 | 0.4 |
Adjusted EBITDA | $ 54.5 | $ 72.4 | $ 14.3 | $ (13.6) | $ 127.6 |
Adjusted EBITDA as a percentage of Net Sales | 15.7% | 12.1% | 11.2% | — | 11.9% |
RECONCILIATION OF SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited) | |||||
QUARTER ENDED DECEMBER 31, 2013 | |||||
(in millions) | |||||
Consumer Brands |
Michael Foods Group |
Private Label |
Corporate/ Other |
Total | |
Segment Profit | $ 47.4 | $ — | $ 2.6 | $ — | $ 50.0 |
General corporate expenses and other | — | — | — | (20.8) | (20.8) |
Losses on hedge of purchase price of foreign currency denominated acquisition | — | — | (1.3) | (1.3) | |
Accelerated depreciation on plant closure | — | — | — | (2.7) | (2.7) |
Operating Profit | 47.4 | — | 2.6 | (24.8) | 25.2 |
Depreciation and amortization, including accelerated depreciation | 14.8 | — | 1.8 | 4.5 | 21.1 |
Non-cash stock-based compensation | — | — | — | 3.4 | 3.4 |
Acquisition related transaction costs | — | — | — | 3.4 | 3.4 |
Losses on hedge of purchase price of foreign currency denominated acquisition | — | — | — | 1.3 | 1.3 |
Mark to market adjustments on commodity hedges | — | — | — | (0.9) | (0.9) |
Restructuring and plant closure costs | — | — | — | 2.2 | 2.2 |
Spin-Off costs/post Spin-Off non-recurring costs | — | — | — | 0.2 | 0.2 |
Adjusted EBITDA | $ 62.2 | $ — | $ 4.4 | $ (10.7) | $ 55.9 |
Adjusted EBITDA as a percentage of Net Sales | 22.7% | — | 19.0% | — | 18.8% |
RECONCILIATION OF NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | ||
TO ADJUSTED NET (LOSS) EARNINGS AVAILABLE TO COMMON SHAREHOLDERS (Unaudited) | ||
(in millions, except per share data) | ||
Quarter Ended December 31, |
||
2014 | 2013 | |
Net Loss Available to Common Shareholders | $ (101.6) | $ (5.0) |
Adjustments: | ||
Acquisition related transaction costs | 5.0 | 3.4 |
Integration costs | 2.1 | — |
Non-cash mark to market adjustments and settlements on interest rate swaps | 54.6 | — |
Loss on assets held for sale | 7.1 | — |
Gain on change in fair value of acquisition earn-out | (0.7) | — |
Losses on hedge of purchase price of foreign currency denominated acquisition | — | 1.3 |
Mark to market adjustments on commodity hedges | (2.0) | (0.9) |
Inventory valuation adjustments on acquired businesses | 3.2 | — |
Foreign currency loss on intercompany loans | 1.4 | — |
Restructuring and plant closure costs, including accelerated depreciation | 0.8 | 4.9 |
Spin-Off costs/post Spin-Off non-recurring costs | 0.4 | 0.2 |
Total Net Adjustments | 71.9 | 8.9 |
Income tax effect on adjustments | (27.5) | (3.2) |
Adjusted Net (Loss) Earnings Available to Common Shareholders | $ (57.2) | $ 0.7 |
Weighted-Average Shares Outstanding – Diluted | 49.8 | 32.7 |
Adjusted Diluted Net (Loss) Earnings per Common Share | $ (1.15) | $ 0.02 |
HISTORICAL SEGMENT INFORMATION (Unaudited) | |||
(in millions) | |||
As a result of a previously announced business reorganization, Post has changed its reportable segments to the following three segments: Consumer Brands, Michael Foods Group and Private Label. | |||
Beginning with the quarter ended December 31, 2014, Post changed its methodology for allocating certain corporate costs to segment profit. Accordingly, segment profit for fiscal year 2014 has been adjusted to align with fiscal year 2015 presentation. This change only impacted the Consumer Brands segment profit. | |||
The following tables present adjusted information about Post’s reportable segments, as well as the presentation aligned with Post’s segment reporting structure as described above, for the historical periods of the fiscal quarters ended March 31, 2014; June 30, 2014; and September 30, 2014. Please refer to the tables presented earlier in this release for the adjusted information for the fiscal quarter ended December 31, 2013. | |||
Quarter Ended | |||
March 31, 2014 |
June 30, 2014 |
September 30, 2014 |
|
Net Sales | |||
Consumer Brands | $ 310.1 | $ 324.9 | $ 347.3 |
Michael Foods Group | 66.7 | 212.7 | 595.4 |
Private Label | 61.2 | 95.6 | 100.6 |
Eliminations | — | (0.2) | (0.2) |
Total | $ 438.0 | $ 633.0 | $ 1,043.1 |
Segment Profit (Loss) | |||
Consumer Brands | $ 38.6 | $ 42.3 | $ 43.3 |
Michael Foods Group | (1.2) | (9.6) | 32.4 |
Private Label | 3.9 | 5.0 | 7.5 |
Total segment profit | 41.3 | 37.7 | 83.2 |
General corporate expenses and other | 27.8 | 27.6 | 21.6 |
Accelerated depreciation on plant closure | 2.0 | 2.1 | 1.2 |
Losses on hedge of purchase price of foreign currency denominated acquisition | 11.8 | — | — |
Impairment of goodwill and other intangible assets | — | — | 295.6 |
Loss on assets held for sale | — | — | 5.4 |
Interest expense | 37.3 | 57.0 | 60.4 |
Other expense, net | — | 6.8 | 28.7 |
Loss before Income Taxes | $ (37.6) | $ (55.8) | $ (329.7) |
HISTORICAL RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA (Unaudited) | |||
(in millions) | |||
Quarter Ended | |||
March 31, 2014 |
June 30, 2014 |
September 30, 2014 |
|
Net Loss | $ (18.3) | $ (35.1) | $ (287.4) |
Income tax (benefit) provision | (19.3) | (20.7) | (42.3) |
Interest expense, net | 37.3 | 57.0 | 60.4 |
Depreciation and amortization, including accelerated depreciation | 30.1 | 42.7 | 61.9 |
Restructuring and plant closure costs | 1.3 | 0.3 | 1.8 |
Non-cash stock-based compensation | 4.0 | 3.6 | 3.5 |
Acquisition related transaction costs | 10.5 | 12.4 | 1.4 |
Integration costs | 1.3 | 2.9 | 1.1 |
Non-cash mark to market adjustments and settlements on interest rate swaps | — | 6.8 | 28.7 |
Loss on assets held for sale | — | — | 5.4 |
Gain on change in fair value of acquisition earn-out | — | (2.1) | (2.6) |
Losses on hedge of purchase price of foreign currency denominated acquisition | 11.8 | — | — |
Legal settlement | (2.0) | — | — |
Mark to market adjustments on commodity hedges | (0.6) | 2.0 | 9.3 |
Impairment of goodwill and other intangible assets | — | — | 295.6 |
Inventory valuation adjustments on acquired businesses | 7.3 | 17.7 | 1.1 |
Gain from insurance proceeds | — | — | (3.4) |
Foreign currency loss on intercompany loans | — | — | 0.8 |
Spin-Off costs/post Spin-Off non-recurring costs | 0.1 | 0.3 | 2.0 |
Adjusted EBITDA | $ 63.5 | $ 87.8 | $ 137.3 |
Adjusted EBITDA as a percentage of Net Sales | 14.5% | 13.9% | 13.2% |
HISTORICAL RECONCILIATION OF SEGMENT PROFIT (LOSS) TO ADJUSTED EBITDA (Unaudited) | |||||
QUARTER ENDED MARCH 31, 2014 | |||||
(in millions) | |||||
Consumer Brands |
Michael Foods Group |
Private Label |
Corporate/ Other |
Total |
|
Segment Profit (Loss) | $ 38.6 | $ (1.2) | $ 3.9 | $ — | $ 41.3 |
General corporate expenses and other | — | — | — | (27.8) | (27.8) |
Losses on hedge of purchase price of foreign currency denominated acquisition | — | — | — | (11.8) | (11.8) |
Accelerated depreciation on plant closure | — | — | — | (2.0) | (2.0) |
Operating Profit (Loss) | 38.6 | (1.2) | 3.9 | (41.6) | (0.3) |
Depreciation and amortization, including accelerated depreciation | 17.0 | 5.2 | 3.8 | 4.1 | 30.1 |
Non-cash stock-based compensation | — | — | — | 4.0 | 4.0 |
Acquisition related transaction costs | 0.2 | — | — | 10.3 | 10.5 |
Integration costs | — | — | — | 1.3 | 1.3 |
Losses on hedge of purchase price of foreign currency denominated acquisition | — | — | — | 11.8 | 11.8 |
Legal settlement | — | — | — | (2.0) | (2.0) |
Mark to market adjustments on commodity hedges | — | — | — | (0.6) | (0.6) |
Restructuring and plant closure costs | — | — | — | 1.3 | 1.3 |
Spin-Off costs/post Spin-Off non-recurring costs | — | — | — | 0.1 | 0.1 |
Inventory valuation adjustments on acquired businesses | 2.0 | 4.1 | 1.2 | — | 7.3 |
Adjusted EBITDA | $ 57.8 | $ 8.1 | $ 8.9 | $ (11.3) | $ 63.5 |
Adjusted EBITDA as a percentage of Net Sales | 18.6% | 12.1% | 14.5% | — | 14.5% |
HISTORICAL RECONCILIATION OF SEGMENT PROFIT (LOSS) TO ADJUSTED EBITDA (Unaudited) | |||||
QUARTER ENDED JUNE 30, 2014 | |||||
(in millions) | |||||
Consumer Brands |
Michael Foods Group |
Private Label |
Corporate/ Other |
Total |
|
Segment Profit (Loss) | $ 42.3 | $ (9.6) | $ 5.0 | $ — | $ 37.7 |
General corporate expenses and other | — | — | — | (27.6) | (27.6) |
Accelerated depreciation on plant closure | — | — | — | (2.1) | (2.1) |
Operating Profit (Loss) | 42.3 | (9.6) | 5.0 | (29.7) | 8.0 |
Depreciation and amortization, including accelerated depreciation | 18.5 | 15.3 | 5.2 | 3.7 | 42.7 |
Non-cash stock-based compensation | — | — | — | 3.6 | 3.6 |
Acquisition related transaction costs | 0.1 | — | — | 12.3 | 12.4 |
Integration costs | — | — | — | 2.9 | 2.9 |
Gain on change in fair value of acquisition earn-out | — | — | — | (2.1) | (2.1) |
Mark to market adjustments on commodity hedges | — | 1.1 | — | 0.9 | 2.0 |
Restructuring and plant closure costs | — | — | — | 0.3 | 0.3 |
Spin-Off costs/post Spin-Off non-recurring costs | — | — | — | 0.3 | 0.3 |
Inventory valuation adjustments on acquired businesses | 1.9 | 15.8 | — | — | 17.7 |
Adjusted EBITDA | $ 62.8 | $ 22.6 | $ 10.2 | $ (7.8) | $ 87.8 |
Adjusted EBITDA as a percentage of Net Sales | 19.3% | 10.6% | 10.7% | — | 13.9% |
HISTORICAL RECONCILIATION OF SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited) | |||||
QUARTER ENDED SEPTEMBER 30, 2014 | |||||
(in millions) | |||||
Consumer Brands |
Michael Foods Group |
Private Label |
Corporate/ Other |
Total |
|
Segment Profit | $ 43.3 | $ 32.4 | $ 7.5 | $ — | $ 83.2 |
General corporate expenses and other | — | — | — | (21.6) | (21.6) |
Accelerated depreciation on plant closure | — | — | — | (1.2) | (1.2) |
Impairment of goodwill and other intangible assets | (295.6) | — | — | — | (295.6) |
Loss on assets held for sales | — | — | — | (5.4) | (5.4) |
Operating (Loss) Profit | (252.3) | 32.4 | 7.5 | (28.2) | (240.6) |
Depreciation and amortization, including accelerated depreciation | 18.3 | 36.1 | 4.9 | 2.6 | 61.9 |
Non-cash stock-based compensation | — | — | — | 3.5 | 3.5 |
Acquisition related transaction costs | — | — | — | 1.4 | 1.4 |
Integration costs | 0.5 | — | — | 0.6 | 1.1 |
Loss on assets held for sale | — | — | — | 5.4 | 5.4 |
Gain on change in fair value of acquisition earn-out | — | — | — | (2.6) | (2.6) |
Mark to market adjustments on commodity hedges | — | 5.8 | — | 3.5 | 9.3 |
Impairment of goodwill and other intangible assets | 295.6 | — | — | — | 295.6 |
Restructuring and plant closure costs | — | — | — | 1.8 | 1.8 |
Gain from insurance proceeds | — | (3.4) | — | — | (3.4) |
Foreign currency loss on intercompany loans | — | 0.6 | — | 0.2 | 0.8 |
Spin-Off costs/post Spin-Off non-recurring costs | — | — | — | 2.0 | 2.0 |
Inventory valuation adjustments on acquired businesses | — | 1.1 | — | — | 1.1 |
Adjusted EBITDA | $ 62.1 | $ 72.6 | $ 12.4 | $ (9.8) | $ 137.3 |
Adjusted EBITDA as a percentage of Net Sales | 17.9% | 12.2% | 12.3% | — | 13.2% |