Magnera Corp 8-K/A, filed Jul 28, 2021

Magnera Corp (MAGN)

8-K/A 2021-07-28 For: 2021-05-13

Added on April 09, 2026

About this 8-K/A

Magnera Corp filed this 8-K/A on July 28, 2021, reporting on events of May 13, 2021.

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

	Glatfelter Corporation

July 27, 2021	By:	/s/ Jill L. Urey

		Name: Jill L. Urey
		Title: Vice President, Deputy General Counsel and Corporate Secretary


Report of Independent Certified Public Accountants		3
Combined Balance Sheet		5
Combined Statement of Operations		6
Combined Statement of Equity		7
Combined Statement of Cash Flow		8
Notes to Combined Financial Statements		9


	Notes	2020
ASSETS
Current assets:
Accounts receivable, net	2	$	11,197
Inventories	3		7,479
Other current assets	4		2,157
Total current assets			20,833
Property, plant and equipment, net	5		94,456
Goodwill	6		20,057
Total assets		$	135,346
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	8	$	5,485
Other current liabilities			1,467
Total current liabilities			6,952
Other liabilities			156
Deferred income taxes			13,903
Total liabilities			21,011
Parent company net investment			114,335
Total liabilities and Parent company net investment		$	135,346


	Notes	2020
Sales and operating revenues	9	$	101,169
Costs and operating expenses
Cost of sales	10		75,236
Selling, general and administrative	1, 8		9,879
Depreciation	5		5,261
Loss on sale of assets			545
Total costs and operating expenses			90,921
Income from operations			10,248
Other expense, net			(123	)
Income before taxes			10,125
Income tax expense	7		3,061
Net income		$	7,064


	2020
Cash flows from operating activities
Net income	$	7,064
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		5,261
Deferred tax provision		770
Other		544
Net change in operating assets and liabilities
Accounts receivable		69
Inventories		2,370
Accounts payable		(325	)
Other working capital		334
Change in other assets and other liabilities		(3,316	)
Net cash provided by operating activities		12,771
Cash flows from investing activities
Capital expenditures		(3,405	)
Net cash used in investing activities		(3,405	)
Cash flows from financing activities
Net transfers to Parent Company		(9,366	)
Net cash used in financing activities		(9,366	)
Net change in cash and cash equivalents		—
Cash and cash equivalents, beginning of year		—
Cash and cash equivalents, end of year	$	—

Supplemental disclosure of cash flow information:
Income tax paid	$	2,005


	Estimated Useful
	Life	2020
	(in years)
Machinery and equipment	3 – 15	$	81,823
Buildings	20 – 30		38,629
Construction in progress			7,977
Property, plant and equipment, at cost			128,429
Accumulated depreciation			(33,973	)
Property, plant and equipment, net		$	94,456


	2020
Deferred tax liabilities	$	(14,073	)
Deferred tax asset		170
Less: valuation allowance		-
Net deferred tax liabilities	$	(13,903	)


	Notes	March 31, 2021
		(unaudited)
ASSETS
Current assets:
Accounts receivable, net	2	$	11,474
Inventories	3		7,745
Other current assets	4		1,800
Total current assets			21,019
Property, plant and equipment, net	5		92,576
Goodwill	6		20,057
Total assets		$	133,652
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	8	$	2,603
Other current liabilities			515
Total current liabilities			3,118
Other liabilities			69
Deferred income taxes			13,936
Total liabilities			17,123
Parent company net investment			116,529
Total liabilities and Parent company net investment		$	133,652


		First Three Months
	Notes	2021
		(unaudited)
Sales and operating revenues	9	$	20,957
Costs and operating expenses
Cost of sales	10		15,874
Selling, general and administrative	1, 8		2,077
Depreciation	5		1,341
Total costs and operating expenses			19,292
Income from operations			1,665
Income tax expense	7		408
Net income		$	1,257


	Estimated Useful Life	March 31, 2021
	(in years)	(unaudited)
Machinery and equipment	3 – 15	$	81,780
Buildings	20 – 30		38,629
Construction in progress			7,438
Property, plant and equipment, at cost			127,847
Accumulated depreciation			(35,271	)
Property, plant and equipment, net		$	92,576

	Historical
In thousands, except per share	Glatfelter			G-P U.S. Nonwovens Business ⁽¹⁾			Transaction Accounting Adjustments					Glatfelter Pro Forma Combined
Net sales	$	916,498		$	101,169		$	—				$	1,017,667
Costs of products sold		768,629			80,497			1,087		(2	)		850,213
Gross profit		147,869			20,672			(1,087	)				167,454
Selling, general and administrative expenses		100,045			9,879			1,818		(3	)		111,742
Gains on dispositions of plant, equipment and timberlands, net		(1,332	)		545			—					(787	)
Operating income		49,156			10,248			(2,905	)				56,499
Non-operating income (expense)
Interest expense		(7,022	)		—			(2,162	)	(4	)		(9,184	)
Interest income		399			—			—					399
Pension settlement		(6,154	)		—			—					(6,154	)
Other, net		(4,020	)		(123	)		—					(4,143	)
Total non-operating expense		(16,797	)		(123	)		(2,162	)				(19,082	)
Income (loss) before income taxes		32,359			10,125			(5,067	)				37,417
Income tax provision (benefit)		11,576			3,061			(1,267	)	(5	)		13,370
Income (loss) from continuing operations	$	20,783		$	7,064		$	(3,800	)			$	24,047


Earnings per share
Basic	$	0.47										$	0.54
Diluted		0.47											0.54

in thousands			per diluted share
Income (loss) from continuing operations	$	24,047	$	0.54
Add back one-time costs, net of tax		1,175		0.03
Adjusted Glatfelter Pro Forma Combined	$	25,222	$	0.57

	Historical
In thousands, except per share	Glatfelter			G-P U.S. Nonwovens Business ⁽¹⁾		Transaction Accounting Adjustments					Glatfelter Pro Forma Combined
Net sales	$	225,674		$	20,957	$	—				$	246,631
Costs of products sold		186,378			17,215		247		(2	)		203,840
Gross profit		39,296			3,742		(247	)				42,791
Selling, general and administrative expenses		22,827			2,077		455		(3	)		25,359
Gains on dispositions of plant, equipment and timberlands, net		(850	)		—		—					(850	)
Operating income		17,319			1,665		(702	)				18,282
Non-operating income (expense)
Interest expense		(1,531	)		—		(540	)	(4	)		(2,071	)
Interest income		20			—		—					20
Other, net		(224	)		—		—					(224	)
Total non-operating expense		(1,735	)		—		(540	)				(2,275	)
Income (loss) before income taxes		15,584			1,665		(1,242	)				16,007
Income tax provision (benefit)		7,190			408		(311	)	(5	)		7,287
Income (loss) from continuing operations	$	8,394		$	1,257	$	(931	)			$	8,720


Earnings per share
Basic	$	0.19									$	0.20
Diluted		0.19										0.19

Purchase price	$	170,733
Less book value of net assets acquired		(116,529	)
Purchase price in excess of book value of net assets acquired	$	54,204

Inventory	$	500
Property, plant and equipment		7,922
Intangible assets - customer relationships		20,000
Goodwill		11,846
Other assets		8,041
Total assets		48,309
Other current liabilities		353
Deferred income taxes		(13,936	)
Other long-term liabilities		7,688
Total liabilities		(5,895	)
Total preliminary purchase price allocation	$	54,204