MAGN 8-K
Magnera Corp (MAGN)
8-K
2025-08-06
For: 2025-08-06
View Original
Added on
April 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(N/A)
Former name or former address, if changed since last report
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 |
Results of Operations and Financial Condition.
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On August 6, 2025, the Company reported its results of operations for the quarter ended June 28, 2025. A copy of the press release issued
by the Company is furnished herewith as Exhibit 99.1.
| Item 9.01 |
Financial Statements and Exhibits.
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d) Exhibits.
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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The information furnished in this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Pursuant to the requirements of the Securities 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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Magnera Corporation
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August 6, 2025
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By:
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/s/ James M. Till
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James M. Till
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Chief Financial Officer
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Exhibit 99.1
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Magnera Reports Third Quarter Results – Provides Updated Outlook
Third Quarter Highlights
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GAAP: Net sales of $839 million, Operating income of $13 million
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Non-GAAP: Adjusted EBITDA of $91 million
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Confirming post-merger adjusted free cash flow and Adjusted EBITDA range
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Magnera (NYSE: MAGN), a global leader in specialty materials for the consumer products and personal care markets, today reported financial results for
its fiscal 2025 third quarter ended June 28, 2025. Curt Begle, Magnera’s CEO, commented: “Reflecting on the third quarter, I am pleased with
our progress and what we have achieved in these challenging market conditions. We are confirming our original free cash flow guidance as well as the range of adjusted EBITDA communicated in our second quarter earnings call.
Looking ahead, we are energized by the value creation opportunities before us. By accelerating revenue through our sales
and innovation pipelines, executing our Capacity Optimization and Resource Efficiency program (Project CORE), and delivering on our synergy commitments, we are confident in our ability to drive long-term sustainable growth.
I am incredibly proud of our team’s continued passion, resilience, and accountability. Their unwavering focus on
exceeding customer expectations has been instrumental to our success this quarter and reflects the strength of our business.”
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Key Financials
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June Quarter
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June YTD
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||||||||||||||||
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GAAP results
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2025
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2024
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2025
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2024
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|||||||||||||
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Net sales
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$
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839
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$
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556
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$
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2,365
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$
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1,633
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|||||||||
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Operating income
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13
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17
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(5
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)
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26
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||||||||||||
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June Quarter
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Reported
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Comparable(1)
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June YTD
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Reported
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Comparable(1)
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|||||||||||||||||||||||||||
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Adjusted non-GAAP results
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2025
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2024
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 % |
% |
2025
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2024
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% |
% |
||||||||||||||||||||||||
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Net sales
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$
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839
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$
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556
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51%
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(5%)
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$
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2,365
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$
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1,633
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45%
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(4%)
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||||||||||||||||
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Adjusted EBITDA (1)
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91
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74
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23%
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(9%)
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264
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216
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22%
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(4%)
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(1)
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Adjusted non-GAAP results exclude items not considered to be ongoing operations. In addition, comparable change % normalizes the impacts of foreign currency and
the recent merger with GLT. Further details related to non-GAAP measures and reconciliations can be found under our “Reconciliation of Non-GAAP Financial Measures and Estimates” section or in reconciliation tables in this release.
Dollars in millions
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Consolidated Overview
The net sales increase of 51% included revenue from the Glatfelter merger of $320 million which was partially offset by a $7 million decrease in selling prices and a 5%
organic volume decline which was attributed to general market softness in Europe and competitive pressures from imports in South America.
The adjusted EBITDA increase of 23% included a contribution from the Glatfelter merger of $23 million partially offset by a $4 million unfavorable impact from the volume
decline and an unfavorable impact from price/cost spread of $3 million.
Americas
The net sales increase in the Americas segment included revenue from the Glatfelter merger of $124 million partially offset by decreased selling prices of $8 million, a $9
million unfavorable impact from foreign currency changes and a 6% organic volume decline which was primarily attributed to competitive pressures from imports in South America.
The adjusted EBITDA increase included a contribution from the Glatfelter merger of $10 million partially offset by unfavorable impact from price cost spread of $5 million
and a $3 million unfavorable impact from the volume decline.
Page | 1
Rest of World
The net sales increase in the Rest of World segment included revenue from the Glatfelter merger of $196 million and a $7 million favorable impact from foreign currency
changes partially offset by a 3% organic volume decline which was primarily attributed to general market softness in Europe.
The adjusted EBITDA increase included a contribution from the Glatfelter merger of $13 million.
Free Cash Flow and Net Debt
Magnera is committed to strengthening our credit metrics by paying down debt in the near
term.
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(in millions)
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June Quarter
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June YTD
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|||||||
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Cash flow from operating activities
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$
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-
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$
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7
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|||||
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Pre-merger cash flow from operating activities
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-
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90
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|||||||
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Additions to property, plant and equipment, net
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(13
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)
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(52
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)
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|||||
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Post-merger adjusted free cash flow (1)
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$
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(13
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)
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$
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45
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| (1) | Further details related to non-GAAP measures and reconciliations can be found under our “Reconciliation of Non-GAAP Financial Measures and Estimates” section or in reconciliation tables in this release. |
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(in millions)
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June 28, 2025
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Term Loan
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$
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781
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|||||||
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4.75% First Priority Senior Secured Notes
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500
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||||||||
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7.25% First Priority Senior Secured Notes
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800
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Debt discount, deferred fees and other (net)
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(82
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)
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Total debt
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$
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1,999
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|||||||
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Cash and cash equivalents
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276
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Total net debt
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$
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1,723
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Leverage
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3.9
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x
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Investor Conference Call
The Company will host a conference call today, August 6, 2025, at 10:00 a.m. U.S. Eastern Time to discuss our June 2025 quarter results. A replay of the webcast will be
available via the same link on our website after the completion of the call.
By Telephone
Participants may register for the call here now or any time up to and during the time of the call and will immediately receive the dial-in number and a unique pin to access
the call. While you may register at any time up to and during the time of the call, you are encouraged to join the call 15 minutes prior to the start of the event.
About Magnera
At Magnera Corp, (NYSE: MAGN), our goal is to better the world with possibilities made real. We do this by continuously co-creating and innovating with our partners, we
will develop original material solutions that make a brighter future possible. With a breadth of technologies and a passion for what we create, our solutions will solve end-users’ problems, every day. For more information, please visit our website.
Non-GAAP Financial Measures and Estimates
This press release includes non-GAAP financial measures including, but not limited to, Adjusted EBITDA, free cash flow, and comparable basis net sales and adjusted EBITDA.
A reconciliation of these non-GAAP financial measures to comparable measures determined in accordance with accounting principles generally accepted in the United States of America (GAAP) is set forth at the end of this press release. Information
reconciling forward-looking adjusted EBITDA and adjusted free cash flow are not provided because such information is not available without unreasonable effort due to high variability, complexity, and low visibility with respect to certain items,
including debt refinancing activity or other non-comparable items. These items are uncertain, depend on various factors, and could be material to our results computed in accordance with U.S. GAAP.
Page | 2
Forward Looking Statements
Information included or incorporated by reference in Magnera Corporation’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and press releases or other public statements contains or may contain “forward-looking” statements within the meaning of the federal securities
laws and are presented pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such “forward-looking” statements include, but are not limited to, statements with respect to our financial condition, results of
operations and business, our expectations or beliefs concerning future events, statements about the benefits of the transaction between Glatfelter Corporation and Berry Global Group, Inc., including future financial and operating results, the
combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. These statements contain words such as “believes,” “expects,” “may,” “will,” “should,” “would,” “could,” “seeks,” “approximately,”
“intends,” “plans,” “estimates,” “projects,” “outlook,” “anticipates” or “looking forward” or similar expressions that relate to our strategy, plans, intentions, or expectations. All statements we make relating to our estimated and projected
earnings, margins, costs, expenditures, cash flows, growth rates, and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make
forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are based upon the current beliefs and expectations of the management of Magnera and are subject to
risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. These risks and other risk factors are detailed from time to time in Magnera’s reports filed with the
Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, including our Form 8-K/A filed on January 31, 2025, and other documents filed with the SEC. These risk
factors may not contain all of the material factors that are important to you. New factors may emerge from time to time, and it is not possible to either predict new factors or assess the potential effect of any such new factors. Accordingly, readers
should not place undue reliance on those statements. All forward-looking statements are based upon information available as of the date hereof. All forward-looking statements are made only as of the date hereof, and we undertake no obligation to
publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Consolidated and Combined Statements of Income (Unaudited)
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Quarterly Period Ended
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Three Quarterly Periods Ended
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|||||||||||||||
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(in millions)
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June 28, 2025
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June 29, 2024
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June 28, 2025
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June 29, 2024
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||||||||||||
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Net sales
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$
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839
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$
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556
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$
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2,365
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$
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1,633
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||||||||
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Cost of goods sold
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749
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489
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2,116
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1,454
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||||||||||||
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Selling, general and administrative
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50
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26
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141
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82
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||||||||||||
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Amortization of intangibles
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13
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12
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41
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36
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||||||||||||
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Transaction and other activities
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14
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4
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69
|
18
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||||||||||||
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Corporate expense allocation
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-
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8
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3
|
17
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||||||||||||
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Operating income (loss)
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13
|
17
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(5
|
)
|
26
|
|||||||||||
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Other expense (income)
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-
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-
|
26
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(1
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)
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|||||||||||
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Interest expense
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37
|
1
|
102
|
3
|
||||||||||||
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Income (loss) before income taxes
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(24
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)
|
16
|
(133
|
)
|
24
|
||||||||||
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Income tax (benefit) expense
|
(6
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)
|
(3
|
)
|
(14
|
)
|
(1
|
)
|
||||||||
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Net income (loss)
|
$
|
(18
|
)
|
$
|
19
|
$
|
(119
|
)
|
$
|
25
|
||||||
|
Basic and diluted net income per share
|
$
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(0.51
|
)
|
$
|
0.60
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$
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(3.35
|
)
|
$
|
0.79
|
||||||
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Outstanding weighted average shares
|
||||||||||||||||
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Basic and diluted
|
35.6
|
31.8
|
35.5
|
31.8
|
||||||||||||
Page | 3
Condensed Consolidated and Combined Statements of Cash Flows (Unaudited)
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Three Quarterly Periods Ended
|
|||||||||
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(in millions)
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June 28, 2025
|
June 29, 2024
|
|||||||
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Net cash from (used in) operating activities
|
7
|
31
|
|||||||
|
Cash flows from investing activities:
|
|||||||||
|
Additions to property, plant, and equipment, net
|
(52
|
)
|
(56
|
)
|
|||||
|
Cash acquired from GLT acquisition
|
37
|
-
|
|||||||
|
Other investing activities
|
22
|
29
|
|||||||
|
Net cash from (used in) investing activities
|
7
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(27
|
)
|
||||||
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Cash flows from financing activities:
|
|||||||||
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Proceeds from long-term borrowings
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1,556
|
-
|
|||||||
|
(434
|
)
|
(3
|
)
|
||||||
|
34
|
(8
|
)
|
|||||||
|
Cash distribution to Berry
|
(1,111
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)
|
-
|
||||||
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(17
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)
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-
|
|||||||
|
Net cash from financing activities
|
28
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(11
|
)
|
||||||
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Effect of currency translation on cash
|
4
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(2
|
)
|
||||||
|
Net change in cash and cash equivalents
|
46
|
(9
|
)
|
||||||
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Cash and cash equivalents at beginning of period
|
230
|
185
|
|||||||
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Cash and cash equivalents at end of period
|
$
|
276
|
$
|
176
|
|||||
Condensed Consolidated Balance Sheets (Unaudited)
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(in millions of USD)
|
June 28, 2025
|
September 28, 2024
|
|||||||
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Cash and cash equivalents
|
$
|
276
|
$
|
230
|
|||||
|
Accounts receivable
|
517
|
359
|
|||||||
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Inventories
|
535
|
259
|
|||||||
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Other current assets
|
156
|
38
|
|||||||
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Property, plant, and equipment
|
1,532
|
949
|
|||||||
|
Goodwill, intangible assets, and other long-term assets
|
1,096
|
972
|
|||||||
|
Total assets
|
$
|
4,112
|
$
|
2,807
|
|||||
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Current liabilities, excluding current debt
|
576
|
457
|
|||||||
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Current and long-term debt
|
1,999
|
-
|
|||||||
|
Other long-term liabilities
|
406
|
211
|
|||||||
|
Stockholders’ equity
|
1,131
|
2,139
|
|||||||
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Total liabilities and stockholders' equity
|
$
|
4,112
|
$
|
2,807
|
|||||
Page | 4
Reconciliation of Non-GAAP Measures and Estimates
(in millions of dollars)
Reconciliation of Net sales and Adjusted EBITDA on a supplemental comparable basis by segment
|
Quarterly Period ended June 28, 2025
|
Quarterly Period ended June 29, 2024
|
|||||||||||||||||||||||
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Americas
|
Rest of World
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Total
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Americas
|
Rest of World
|
Total
|
|||||||||||||||||||
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Net sales
|
$
|
473
|
$
|
366
|
$
|
839
|
$
|
388
|
$
|
168
|
$
|
556
|
||||||||||||
|
Constant FX rates
|
(9
|
)
|
7
|
(2
|
)
|
|||||||||||||||||||
|
GLT prior year
|
127
|
202
|
329
|
|||||||||||||||||||||
|
Comparable net sales (1)(6)
|
$
|
473
|
$
|
366
|
$
|
839
|
$
|
506
|
$
|
377
|
$
|
883
|
||||||||||||
|
Operating Income
|
$
|
12
|
$
|
1
|
$
|
13
|
$
|
16
|
$
|
1
|
$
|
17
|
||||||||||||
|
Depreciation and amortization
|
35
|
23
|
58
|
30
|
12
|
42
|
||||||||||||||||||
|
Transaction, business consolidation and other activities (2)
|
9
|
4
|
13
|
4
|
-
|
4
|
||||||||||||||||||
|
Impact from hyperinflation
|
1
|
-
|
1
|
-
|
-
|
-
|
||||||||||||||||||
|
GAAP carve-out allocation (3)
|
-
|
-
|
-
|
6
|
2
|
8
|
||||||||||||||||||
|
Other non-cash charges (5)
|
4
|
2
|
6
|
2
|
-
|
2
|
||||||||||||||||||
|
Adjusted EBITDA (1)
|
$
|
61
|
$
|
30
|
$
|
91
|
$
|
59
|
$
|
15
|
$
|
74
|
||||||||||||
|
Constant FX rates
|
-
|
-
|
-
|
|||||||||||||||||||||
|
GLT prior year
|
11
|
15
|
26
|
|||||||||||||||||||||
|
Comparable Adjusted EBITDA (1)(6)
|
$
|
61
|
$
|
30
|
$
|
91
|
$
|
70
|
$
|
30
|
$
|
100
|
||||||||||||
|
% vs. prior year comparable
|
(13
|
%)
|
0
|
%
|
(9
|
%)
|
||||||||||||||||||
|
Three Quarterly Periods
ended June 28, 2025
|
Three Quarterly Periods
ended June 29, 2024
|
|||||||||||||||||||||||||||
|
Americas
|
Rest of World
|
Total
|
Americas
|
Rest of World
|
Total
|
LTM
|
||||||||||||||||||||||
|
Net sales
|
$
|
1,366
|
$
|
999
|
$
|
2,365
|
$
|
1,111
|
$
|
522
|
$
|
1,633
|
||||||||||||||||
|
Constant FX rates
|
(37
|
)
|
(5
|
)
|
(42
|
)
|
||||||||||||||||||||||
|
GLT prior year
|
329
|
539
|
868
|
|||||||||||||||||||||||||
|
Comparable net sales (1)(6)
|
$
|
1,366
|
$
|
999
|
$
|
2,365
|
$
|
1,403
|
$
|
1,056
|
$
|
2,459
|
||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Operating Income
|
$
|
13
|
$
|
(18
|
)
|
$
|
(5
|
)
|
$
|
33
|
$
|
(7
|
)
|
$
|
26
|
$
|
(172
|
)
|
||||||||||
|
Depreciation and amortization
|
107
|
62
|
169
|
91
|
39
|
130
|
214
|
|||||||||||||||||||||
|
Transaction, business consolidation and other activities (2)
|
43
|
21
|
64
|
10
|
8
|
18
|
75
|
|||||||||||||||||||||
|
Impact from hyperinflation
|
1
|
-
|
1
|
15
|
-
|
15
|
1
|
|||||||||||||||||||||
|
Goodwill impairment
|
-
|
-
|
-
|
-
|
-
|
-
|
172
|
|||||||||||||||||||||
|
GAAP carve-out allocation (3)
|
2
|
1
|
3
|
14
|
3
|
17
|
7
|
|||||||||||||||||||||
|
Other non-cash charges (4)(5)
|
15
|
17
|
32
|
6
|
4
|
10
|
33
|
|||||||||||||||||||||
|
Adjusted EBITDA (1)
|
$
|
181
|
$
|
83
|
$
|
264
|
$
|
169
|
$
|
47
|
$
|
216
|
$
|
330
|
||||||||||||||
|
Constant FX rates
|
(6
|
)
|
(1
|
)
|
(7
|
)
|
||||||||||||||||||||||
|
GLT prior year
|
26
|
41
|
67
|
|||||||||||||||||||||||||
|
Comparable Adjusted
EBITDA (1)(6)
|
$
|
181
|
$
|
83
|
$
|
264
|
$
|
189
|
$
|
87
|
$
|
276
|
||||||||||||||||
|
% vs. prior year comparable
|
(4
|
%)
|
(5
|
%)
|
(4
|
%)
|
||||||||||||||||||||||
|
PF GLT Adjusted EBITDA (3)
|
8
|
8
|
33
|
|||||||||||||||||||||||||
|
Synergies and cost reductions
|
75
|
|||||||||||||||||||||||||||
|
PF Adjusted EBITDA
|
$
|
438
|
||||||||||||||||||||||||||
|
|
(1) | Supplemental financial measures that are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). These non-GAAP financial measures should not be considered as alternatives to operating or net income or cash flows from operating activities, in each case determined in accordance with GAAP. Comparable basis measures exclude the impact of currency translation effects and acquisitions. These non-GAAP financial measures may be calculated differently by other companies, including other companies in our industry, limiting their usefulness as comparative measures. Management believes that Adjusted EBITDA and other non-GAAP financial measures are useful to our investors because they allow for a better period-over-period comparison of operating results by removing the impact of items that, in management’s view, do not reflect our core operating performance. We define “Post-merger free cash flow” as cash flow from operating activities, less pre-merger free cash flow, less net additions to property, plant, and equipment. We believe free cash flow is useful to an investor in evaluating our liquidity because free cash flow and similar measures are widely used by investors, securities analysts, and other interested parties in our industry to measure a company’s liquidity. We believe post-merger free cash flow is also useful to an investor in evaluating our liquidity as it can assist in assessing a company’s ability to fund its growth through its generation of cash and as pre-merger cash flow is not indicative of our current structure and operations. |
| We also use Adjusted EBITDA and comparable basis measures, among other measures, to evaluate management performance and in determining performance-based compensation. Adjusted EBITDA is a measure widely used by investors, securities analysts, and other interested parties in our industry to measure a company’s performance. We also believe these measures are useful to an investor in evaluating our performance without regard to revenue and expense recognition, which can vary depending upon accounting methods. |
| (2) | Includes restructuring, business optimization and other charges and YTD balance also includes $19 million of transaction compensation |
| (3) | Consists of estimated parent-allocated charges for the period prior to merger which is required by GAAP as part of the carve-out financial statement process. |
| (4) | Includes a $12 million inventory step-up charge related to GLT merger YTD and other non-cash charges. |
| (5) | Includes stock compensation expense and equipment disposals |
| (6) | The prior year comparable basis change excludes the impacts of foreign currency and acquisition/mergers. |
IR Contact Information
Robert Weilminster
EVP, Investor Relations
Page | 5