8-K/A
Mativ Holdings, Inc. (MATV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2023
MATIV HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-13948 | 62-1612879 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>file number) | (I.R.S. Employer<br> <br>Identification No.) |
| 100 Kimball Place, Suite 600 | ||
| --- | --- | |
| Alpharetta, Georgia | 30009 | |
| (Address of principal executive offices) | (Zip Code) |
1-800-514-0186
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| ☐ | 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.10 par value | MATV | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company 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. ☐
Explanatory Note
On December 1, 2023, Mativ Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report the completion of its sale of the Company’s Engineered Papers business to Evergreen Hill Enterprises Pte. Ltd., an affiliate of PT Bukit Muria Jaya (the “EP Divestiture”). The purpose of this amendment to the Original Form 8-K is to provide (i) the pro forma financial information required by Item 9.01(b) of Form 8-K, and (ii) historical unaudited supplemental financial information reflecting the impact of the EP Divestiture as discontinued operations and presenting certain Non-GAAP financial measures on a comparable basis beginning with the first quarter of 2022.
The pro forma financial information included in this amended Report on Form 8-K/A has been presented for informational purposes, is based on various adjustments and assumptions and is not necessarily indicative of what the Company’s consolidated statement of operations or consolidated statement of financial condition actually would have been had the acquisition and other adjustments been completed as of the dates indicated or will be for any future periods.
| Item 7.01. | Regulation FD Disclosure |
|---|
Due to the significance of the EP Divestiture which is accounted for as discontinued operations, the Company is providing the historical unaudited supplemental financial information set forth in the attached Exhibit 99.2 to reflect the impact of the EP Divestiture as discontinued operations and to present certain Non-GAAP financial measures quarterly on a comparable basis beginning with the first quarter of 2022. The Company previously filed a Current Report on Form 8-K on December 22, 2022 to provide supplemental combined legacy financial information to reflect the changes to the Company’s reportable segments following the closing of the merger with Neenah, Inc. (the “Neenah Merger”). The quarters ended March 31, 2022 and June 30, 2022 included in Exhibit 99.2 also reflect the adjustments for the Neenah Merger previously reported on the December 22, 2022 Current Report on Form 8-K.
This information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as expressly set forth by specific reference to such filings.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(b) Pro Forma Financial Information
Pursuant to Article 11 of Regulation S-X, the following unaudited pro forma financial information of the Company, giving effect to the EP Divestiture, is attached hereto as Exhibit 99.1 to this Form 8-K/A and incorporated herein by reference:
| • | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2023; |
|---|---|
| • | Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months ended September 30, 2023; and |
| --- | --- |
| • | Unaudited Pro Forma Condensed Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020. |
| --- | --- |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mativ Holdings, Inc. | |
|---|---|
| By: | /s/ Mark W. Johnson |
| Mark W. Johnson | |
| Chief Legal Officer and Corporate Secretary |
Dated: December 6, 2023
EX-99.1
EXHIBIT 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
As previously disclosed on a Current Report on Form 8-K, on August 1, 2023, Mativ Holdings, Inc. (the “Company”) entered into a final, binding and irrevocable offer letter (the “Offer Letter”) with Evergreen Hill Enterprise Pte. Ltd., an affiliate of PT Bukit Muria Jaya (“Buyer”) pursuant to which Buyer made a binding offer (the “Offer”) to acquire the Company’s Engineered Papers business (the “Transaction”). The Company accepted Buyer’s Offer and countersigned the Purchase Agreement, dated as of August 1, 2023 (the “Purchase Agreement”), with respect to the EP Divestiture on October 4, 2023. On November 30, 2023, and pursuant to the Purchase Agreement, the Buyer acquired the Company’s Engineered Papers business. The gross purchase price was $620.0 million in cash, subject to certain customary adjustments as set forth in the Purchase Agreement.
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2023, presents the Company’s consolidated financial position giving pro forma effect to the Transaction as if it had occurred on September 30, 2023. The following unaudited pro forma condensed consolidated statement of income (loss) for the nine months ended September 30, 2023, and consolidated statements of income (loss) for the years ended December 31, 2022, 2021, and 2020 present the Company’s consolidated results of operations giving pro forma effect to the Transaction as if it had occurred on January 1, 2020.
The unaudited pro forma condensed consolidated financial statements presented below have been derived from the Company’s historical consolidated financial statements. While the historical consolidated financial statements reflect the past financial results of the Company, the pro forma condensed consolidated financial statements are included for informational purposes only and are intended to illustrate how the Transaction might have affected the historical consolidated financial statements had it been completed at an earlier time as indicated herein. The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K and these unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, and include adjustments to the extent that they are directly attributable to the Transaction. The following unaudited pro forma condensed consolidated financial statements give rise to the following transactions:
| • | The elimination of the net assets and financial performance of the Company’s Engineered Papers business in<br>accordance with rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). |
|---|---|
| • | The Company’s use of net sale proceeds to make a debt repayment in accordance with the Company’s credit<br>agreement. |
| --- | --- |
These pro forma adjustments are based on currently available information, estimates and assumptions that the Company believes are reasonable in order to reflect, on a pro forma basis, the impact of the Transaction on the Company’s historical information, and are not necessarily indicative of the Company’s future financial position and future results of operations and do not reflect all actions that may be taken by the Company following the closing of the Transaction. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The unaudited pro forma condensed consolidated financial statements do not reflect the realization of any expected cost savings, synergies or dis-synergies as a result of the Transaction. We considered the impact of the Transition Services Agreement and determined that no further pro forma adjustments were necessary as we do not believe presenting such adjustments would enhance an understanding of the pro forma effects of the Transaction as the agreement is not expected to have a material impact on the unaudited pro forma condensed consolidated balance sheet as of September 30, 2023 or the unaudited pro forma condensed consolidated statements of income (loss) for the nine months ended September 30, 2023 and the years ended December 31, 2022, 2021, and 2020.
These unaudited pro forma condensed consolidated financial statements should be read in connection with:
| • | the Company’s historical audited consolidated financial statements, the accompanying notes and<br>“Managements Discussion of Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2022, 2021, and<br>2020 filed with the SEC on March 1, 2023, March 1, 2022, and March 1, 2021, respectively; |
|---|---|
| • | the Company’s unaudited interim historical consolidated financial statements, the accompanying notes and<br>“Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Quarterly Report on Form 10-Q for the three and nine months ended<br>September 30, 2023, filed with the SEC on November 9, 2023; and |
| --- | --- |
| • | the Company’s supplemental financial information, which is attached as Exhibit 99.2 to the Company’s<br>Current Report on Form 8-K/A filed on December 6, 2023. |
| --- | --- |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of September 30, 2023
(in millions)
| Disposition<br><br><br>Adjustments (2) | Pro Forma Debt<br><br><br>Adjustments (5) | Mativ<br><br><br>Proforma | ||||||||
| ASSETS | ||||||||||
| Cash and cash equivalents | 84.7 | $ | 669.4 | $ | (641.2 | ) | $ | 112.9 | ||
| Accounts receivable, net | 179.3 | — | — | 179.3 | ||||||
| Inventories, net | 364.6 | — | — | 364.6 | ||||||
| Income taxes receivable | 18.4 | — | — | 18.4 | ||||||
| Other current assets | 29.1 | — | — | 29.1 | ||||||
| Current assets held for sale | 238.3 | (238.3 | ) | — | — | |||||
| Total current assets | 914.4 | 431.1 | (641.2 | ) | 704.3 | |||||
| Property, plant and equipment, net | 665.2 | — | — | 665.2 | ||||||
| Finance lease<br>right-of-use assets | 16.7 | — | — | 16.7 | ||||||
| Operating lease<br>right-of-use assets | 38.9 | — | — | 38.9 | ||||||
| Deferred income tax benefits | 2.8 | — | — | 2.8 | ||||||
| Goodwill | 468.0 | — | — | 468.0 | ||||||
| Intangible assets, net | 636.6 | — | — | 636.6 | ||||||
| Other assets | 128.6 | — | — | 128.6 | ||||||
| Noncurrent assets held for sale | 246.6 | (246.6 | ) | — | — | |||||
| Total assets | 3,117.8 | $ | 184.5 | $ | (641.2 | ) | $ | 2,661.1 | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||
| Current debt | 34.5 | $ | — | $ | — | $ | 34.5 | |||
| Finance lease liabilities | 0.9 | — | — | 0.9 | ||||||
| Operating lease liabilities | 8.5 | — | — | 8.5 | ||||||
| Accounts payable | 149.3 | — | — | 149.3 | ||||||
| Income taxes payable | 11.8 | 5.0 | — | 16.8 | ||||||
| Accrued expenses and other current liabilities | 108.8 | 23.2 | — | 132.0 | ||||||
| Current liabilities held for sale | 89.7 | (89.7 | ) | — | — | |||||
| Total current liabilities | 403.5 | (61.5 | ) | — | 342.0 | |||||
| Long-term debt | 1,704.0 | — | (641.2 | ) | 1,062.8 | |||||
| Finance lease liabilities, noncurrent | 17.1 | — | — | 17.1 | ||||||
| Operating lease liabilities, noncurrent | 30.5 | — | — | 30.5 | ||||||
| Long-term income tax payable | 7.7 | — | — | 7.7 | ||||||
| Pension and other postretirement benefits | 55.6 | — | — | 55.6 | ||||||
| Deferred income tax liabilities | 137.2 | — | — | 137.2 | ||||||
| Other liabilities | 26.2 | — | — | 26.2 | ||||||
| Noncurrent liabilities held for sale | 63.0 | (63.0 | ) | — | — | |||||
| Total liabilities | 2,444.8 | (124.5 | ) | (641.2 | ) | 1,679.1 | ||||
| Stockholders’ Equity: | ||||||||||
| Preferred stock, 0.10 par value per share | — | — | — | — | ||||||
| Common stock, 0.10 par value per share | 5.4 | — | — | 5.4 | ||||||
| Additional<br>paid-in-capital | 668.3 | — | — | 668.3 | ||||||
| Retained earnings | 86.3 | 203.8 | (3) | — | 290.1 | |||||
| Accumulated other comprehensive gain (loss), net of tax | (87.0 | ) | 105.2 | (4) | — | 18.2 | ||||
| Total stockholders’ equity | 673.0 | 309.0 | — | 982.0 | ||||||
| Total liabilities and stockholders’ equity | 3,117.8 | $ | 184.5 | $ | (641.2 | ) | $ | 2,661.1 |
All values are in US Dollars.
Notes to September 30, 2023 Unaudited Pro Forma Condensed Consolidated Balance Sheet
| (1) | Represents the Company’s unaudited condensed consolidated balance sheet as contained in the Quarterly<br>Report on Form 10-Q for the nine months ended September 30, 2023, filed with the SEC on November 9, 2023. |
|---|---|
| (2) | These adjustments reflect the estimated cash proceeds of $669.4 million from the Transaction, as adjusted<br>per the terms of the Purchase Agreement for estimated levels of cash, debt-like items, transaction costs and net working capital, and the elimination of the assets and liabilities attributable to the Engineered Papers business in accordance with ASC<br>205, less estimated transaction costs of $23.2 million (primarily legal and other advisor fees) that are directly attributable to the Transaction. In addition, approximately $5.0 million income tax payable associated with the gain on sale.<br> |
| --- | --- |
| (3) | This adjustment reflects the estimated pro forma gain on disposal, which is calculated as the difference<br>between estimated net cash proceeds from the Transaction (refer to adjustment (2) above) and the historical carrying value of the Engineered Papers business disposal group as of September 30, 2023, net of estimated income taxes. The actual<br>gain on disposal, and the Company’s estimate of income taxes, will be based on the balance sheet information as of the Closing and the finalization of the Company’s current fiscal year tax provision, and may differ significantly. The pro<br>forma gain on disposal has not been reflected in the unaudited pro forma condensed consolidated statements of operations as this amount pertains to discontinued operations and does not impact income from continuing operations. |
| --- | --- |
| (4) | This adjustment reflects the release of the unrealized foreign currency translation adjustments into earnings<br>for disposed foreign entities. |
| --- | --- |
| (5) | These adjustments reflect the Company’s debt repayment of $641.2 million, in accordance with the<br>Company’s credit agreement. Interest expense on the repaid debt will be allocated to the Engineered Papers business for historical periods on a pro rata basis, in accordance with ASC 205 Presentation of Financial Statements (see<br>adjustment (3) in the subsequent Unaudited Pro Forma Condensed Consolidated Statements of Income (Loss)). |
| --- | --- |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the Nine Months Ended September 30, 2023
(in millions, except per share amounts)
| Mativ<br><br><br>Historical (1) | Disposition<br><br><br>Adjustments (2) | Mativ<br><br><br>Pro Forma | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Net sales | $ | 1,573.7 | $ | — | $ | 1,573.7 | |||
| Cost of products sold | 1,303.8 | — | 1,303.8 | ||||||
| Gross profit | 269.9 | — | 269.9 | ||||||
| Selling expense | 60.6 | — | 60.6 | ||||||
| Research and development expense | 16.6 | — | 16.6 | ||||||
| General expense | 185.8 | — | 185.8 | ||||||
| Total nonmanufacturing expenses | 263.0 | — | 263.0 | ||||||
| Goodwill impairment expense | 401.0 | — | 401.0 | ||||||
| Restructuring and impairment expense | 17.6 | — | 17.6 | ||||||
| Operating loss | (411.7 | ) | — | (411.7 | ) | ||||
| Interest expense | 48.8 | (4.0 | )(3) | 44.8 | |||||
| Other (expense), net | (3.6 | ) | — | (3.6 | ) | ||||
| Loss before income taxes and income from equity affiliates | (464.1 | ) | 4.0 | (460.1 | ) | ||||
| Income tax expense | 30.0 | — | 30.0 | ||||||
| Income from equity affiliates, net of income taxes | — | — | — | ||||||
| Net loss from continuing operations | (494.1 | ) | 4.0 | (490.1 | ) | ||||
| Dividends to Common Stockholders | (0.7 | ) | — | (0.7 | ) | ||||
| Net loss from continuing operations attributable to Common Stockholders | $ | (494.8 | ) | $ | 4.0 | $ | (490.8 | ) | |
| Net loss from continuing operations per share: | |||||||||
| Basic | $ | (9.06 | ) | $ | (8.99 | ) | |||
| Diluted | $ | (9.06 | ) | $ | (8.99 | ) | |||
| Weighted average shares outstanding | |||||||||
| Basic | 54,600,100 | 54,600,100 | |||||||
| Diluted | 54,600,100 | 54,600,100 |
Notes to September 30, 2023 Pro Forma Condensed Consolidated Statement of Income (Loss)
| (1) | Represents the Company’s unaudited condensed consolidated statement of income (loss) as contained in the<br>Quarterly Report on Form 10-Q for the nine months ended September 30, 2023, filed with the SEC on November 9, 2023. |
|---|---|
| (2) | Adjustments reflecting the disposition of the Engineered Papers business were not necessary for the nine months<br>ended September 30, 2023 because the Engineered Papers business was presented as discontinued operations in the historical financial statements for that period. |
| --- | --- |
| (3) | This adjustment represents the impact of a change in estimate resulting in additional interest expense<br>allocated to the Engineered Papers business as described in Note 5 within the unaudited pro forma condensed consolidated balance sheet above. |
| --- | --- |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the Year Ended December 31, 2022
(in millions, except per share amounts)
| Mativ<br><br><br>Historical (1) | Disposition<br><br><br>Adjustments (2) | Mativ<br><br><br>Pro Forma | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Net sales | $ | 2,167.4 | $ | (530.5 | ) | $ | 1,636.9 | ||
| Cost of products sold | 1,729.8 | (398.9 | ) | 1,330.9 | |||||
| Gross profit | 437.6 | (131.6 | ) | 306.0 | |||||
| Selling expense | 74.2 | (14.4 | ) | 59.8 | |||||
| Research and development expense | 26.6 | (7.8 | ) | 18.8 | |||||
| General expense | 266.1 | (17.6 | ) | 248.5 | |||||
| Total nonmanufacturing expenses | 366.9 | (39.8 | ) | 327.1 | |||||
| Restructuring and impairment expense | 19.3 | (0.2 | ) | 19.1 | |||||
| Operating loss | 51.4 | (91.6 | ) | (40.2 | ) | ||||
| Interest expense | 86.1 | (28.8 | )(3) | 57.3 | |||||
| Other income, net | 10.3 | (9.3 | ) | 1.0 | |||||
| Loss before income taxes and income from equity affiliates | (24.4 | ) | (72.1 | ) | (96.5 | ) | |||
| Income tax benefit | (12.6 | ) | (15.0 | ) | (27.6 | ) | |||
| Income from equity affiliates, net of income taxes | 5.2 | (5.2 | ) | — | |||||
| Net loss from continuing operations | (6.6 | ) | (62.3 | ) | (68.9 | ) | |||
| Dividends to Common Stockholders | (0.9 | ) | — | (0.9 | ) | ||||
| Net loss from continuing operations attributable to Common Stockholders | $ | (7.5 | ) | $ | (62.3 | ) | $ | (69.8 | ) |
| Net loss from continuing operations per share: | |||||||||
| Basic | $ | (0.18 | ) | $ | (1.64 | ) | |||
| Diluted | $ | (0.18 | ) | $ | (1.64 | ) | |||
| Weighted average shares outstanding | |||||||||
| Basic | 42,442,200 | 42,442,200 | |||||||
| Diluted | 42,442,200 | 42,442,200 |
Notes to December 31, 2022 Pro Forma Condensed Consolidated Statement of Income (Loss)
| (1) | Represents the Company’s consolidated statement of income (loss) as contained in the Annual Report on Form<br>10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023. |
|---|---|
| (2) | These adjustments reflect the disposition of the Engineered Papers business as if the disposition had occurred<br>on the first day of the reporting period. |
| --- | --- |
| (3) | This adjustment includes the elimination of historical Interest expense related to the Engineered Papers<br>business, in addition to $28.6 million of Interest expense allocated to the Engineered Papers business, in accordance with ASC 205. |
| --- | --- |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the Year Ended December 31, 2021
(in millions, except per share amounts)
| Mativ<br><br><br>Historical (1) | Disposition<br><br><br>Adjustments (2) | Mativ<br><br><br>Pro Forma | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Net sales | $ | 1,440.0 | $ | (509.3 | ) | $ | 930.7 | ||
| Cost of products sold | 1,109.7 | (362.2 | ) | 747.5 | |||||
| Gross profit | 330.3 | (147.1 | ) | 183.2 | |||||
| Selling expense | 46.7 | (14.2 | ) | 32.5 | |||||
| Research and development expense | 20.3 | (8.5 | ) | 11.8 | |||||
| General expense | 169.9 | (16.7 | ) | 153.2 | |||||
| Total nonmanufacturing expenses | 236.9 | (39.4 | ) | 197.5 | |||||
| Restructuring and impairment expense | 10.1 | (8.2 | ) | 1.9 | |||||
| Operating loss | 83.3 | (99.5 | ) | (16.2 | ) | ||||
| Interest expense | 46.1 | (5.7 | )(3) | 40.4 | |||||
| Other income, net | 35.9 | (5.8 | ) | 30.1 | |||||
| Income before income taxes and income from equity affiliates | 73.1 | (99.6 | ) | (26.5 | ) | ||||
| Income tax benefit | (9.4 | ) | (18.8 | ) | (28.2 | ) | |||
| Income from equity affiliates, net of income taxes | 6.4 | (6.4 | ) | — | |||||
| Net income from continuing operations | 88.9 | (87.2 | ) | 1.7 | |||||
| Dividends to Common Stockholders | (0.6 | ) | — | (0.6 | ) | ||||
| Undistributed earnings available to Common Stockholders | (0.5 | ) | — | (0.5 | ) | ||||
| Net income from continuing operations attributable to Common Stockholders | $ | 87.8 | $ | (87.2 | ) | $ | 0.6 | ||
| Net income from continuing operations per share: | |||||||||
| Basic | $ | 2.83 | $ | 0.02 | |||||
| Diluted | $ | 2.80 | $ | 0.02 | |||||
| Weighted average shares outstanding | |||||||||
| Basic | 31,030,400 | 31,030,400 | |||||||
| Diluted | 31,400,300 | 31,400,300 |
Notes to December 31, 2021 Pro Forma Condensed Consolidated Statement of Income (Loss)
| (1) | Represents the Company’s consolidated statement of income (loss) as contained in the Annual Report on Form<br>10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022. |
|---|---|
| (2) | These adjustments reflect the disposition of the Engineered Papers business as if the disposition had occurred<br>on the first day of the reporting period. |
| --- | --- |
| (3) | This adjustment includes the elimination of historical Interest expense related to the Engineered Papers<br>business, in addition to $10.1 million of Interest expense allocated to the Engineered Papers business, in accordance with ASC 205. |
| --- | --- |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
For the Year Ended December 31, 2020
(in millions, except per share amounts)
| Mativ<br><br><br>Historical (1) | Disposition<br><br><br>Adjustments (2) | Mativ<br><br><br>Pro Forma | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Net sales | $ | 1,074.4 | $ | (530.9 | ) | $ | 543.5 | ||
| Cost of products sold | 766.1 | (362.5 | ) | 403.6 | |||||
| Gross profit | 308.3 | (168.4 | ) | 139.9 | |||||
| Selling expense | 36.9 | (14.5 | ) | 22.4 | |||||
| Research and development expense | 13.8 | (8.1 | ) | 5.7 | |||||
| General expense | 116.9 | (17.9 | ) | 99.0 | |||||
| Total nonmanufacturing expenses | 167.6 | (40.5 | ) | 127.1 | |||||
| Restructuring and impairment expense | 11.9 | (11.3 | ) | 0.6 | |||||
| Operating profit | 128.8 | (116.6 | ) | 12.2 | |||||
| Interest expense | 30.5 | (2.3 | )(3) | 28.2 | |||||
| Other income, net | (1.0 | ) | (0.9 | ) | (1.9 | ) | |||
| Income before income taxes and income from equity affiliates | 97.3 | (115.2 | ) | (17.9 | ) | ||||
| Income tax expense | 18.4 | (21.4 | ) | (3.0 | ) | ||||
| Income from equity affiliates, net of income taxes | 4.9 | (4.9 | ) | — | |||||
| Net income from continuing operations | 83.8 | (98.7 | ) | (14.9 | ) | ||||
| Dividends to Common Stockholders | (0.7 | ) | — | (0.7 | ) | ||||
| Undistributed earnings available to Common Stockholders | (0.4 | ) | — | (0.4 | ) | ||||
| Net income from continuing operations attributable to Common Stockholders | $ | 82.7 | $ | (98.7 | ) | $ | (16.0 | ) | |
| Net loss from continuing operations per share: | |||||||||
| Basic | $ | 2.68 | $ | (0.52 | ) | ||||
| Diluted | $ | 2.66 | $ | (0.51 | ) | ||||
| Weighted average shares outstanding | |||||||||
| Basic | 30,832,700 | 30,832,700 | |||||||
| Diluted | 31,104,200 | 31,104,200 |
Notes to December 31, 2020 Pro Forma Condensed Consolidated Statement of Income (Loss)
| (1) | Represents the Company’s consolidated statement of income (loss) as contained in the Annual Reports on<br>Form 10-K for the year ended December 31, 2020, filed with the SEC on March 1, 2021. |
|---|---|
| (2) | These adjustments reflect the disposition of the Engineered Papers business as if the disposition had occurred<br>on the first day of the reporting period. |
| --- | --- |
| (3) | This adjustment includes the elimination of historical Interest expense related to the Engineered Papers<br>business, in addition to $2.1 million of Interest expense allocated to the Engineered Papers business, in accordance with ASC 205. |
| --- | --- |
EX-99.2
Exhibit 99.2
As previously disclosed on a Current Report on Form 8-K, on August 1, 2023, Mativ Holdings, Inc. (the “Company”) entered into a final, binding and irrevocable offer letter (the “Offer Letter”) with Evergreen Hill Enterprise Pte. Ltd., an affiliate of PT Bukit Muria Jaya (“Buyer”) pursuant to which Buyer made a binding offer (the “Offer”) to acquire the Company’s Engineered Papers business (the “EP Divestiture”). The Company accepted Buyer’s Offer and countersigned the Purchase Agreement, dated as of August 1, 2023 (the “Purchase Agreement”), with respect to the EP Divestiture on October 4, 2023. On November 30, 2023 and pursuant to the Purchase Agreement, the Buyer acquired the Company’s Engineered Papers business. The gross purchase price was $620 million in cash, subject to certain customary adjustments as set forth in the Purchase Agreement.
Supplemental Comparable FinancialInformation
Due to the significance of the EP Divestiture which is accounted for as discontinued operations, the Company is providing the supplemental financial information set forth in the attached schedules to enhance its shareholders’ ability to evaluate the Company’s performance from continuing operations on a comparable basis. The purpose of the supplemental financial information provided in the attached schedules is to reflect the impact of the EP Divestiture as discontinued operations and to present certain non-GAAP financial measures quarterly on a comparable basis beginning with the first quarter of 2022. The Company previously filed a Current Report on Form 8-K on December 22, 2022 to provide supplemental combined legacy financial information to reflect the changes to the Company’s reportable segments following the closing of the merger with Neenah, Inc. (“Neenah”). The quarters ended March 31, 2022 and June 30, 2022 included in the attached schedules also reflect the adjustments for the Neenah merger previously reported on the December 22, 2022 Current Report on Form 8-K.
The supplemental financial information in the attached schedules is not necessarily indicative of the operating results of the Company had the EP Divestiture and the Neenah merger been completed at the beginning of or prior to the periods presented or of the operating results of the Company in the future. The supplemental financial information is not pro forma information prepared in accordance with Article 11 of Regulation S-X of the SEC, and the preparation of information in accordance with Article 11 would result in a different presentation. Pro forma financial information prepared pursuant to Article 11, including unaudited pro forma condensed consolidated statements of operations for the Company for the nine months ended September 30, 2023, as well as the years ended December 31, 2022, 2021, and 2020, and an unaudited pro forma condensed consolidated balance sheet as of September 30, 2023, in each case giving effect to the EP Divestiture, is attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K/A filed on December 6, 2023.
Non-GAAP Financial Measures
Certain financial measures and comments contained herein exclude restructuring, impairment and other expenses, certain purchase accounting adjustments related to the Advanced Technical Materials and Fiber-Based Solutions segment acquisitions, acquisition/merger and integration related costs, stock-based compensation, and depreciation and amortization. Financial measures which exclude or include these items have not been determined in accordance with accounting principles generally accepted in the United States (“GAAP”) and are therefore “non-GAAP” financial measures. Reconciliations of these non-GAAP financial measures to the most closely analogous measure determined in accordance with GAAP for the quarters ended March 31, 2022 and June 30, 2022, are included in the financial schedules attached hereto.
The Company believes the presentation of non-GAAP financial measures in addition to the related GAAP measures provides investors with greater transparency on the information used by the Company’s management in its financial and operational decision-making. Management also believes the non-GAAP financial measures provide additional insight for analysts and investors in evaluating the Company’s financial and operational performance in the same way that management evaluates the Company’s financial performance. Management believes providing this information enables investors to better understand the Company’s operating performance and financial condition. These non-GAAP financial measures are not calculated or presented in accordance with, and are not intended to be considered in isolation or as alternatives or substitutes for, or superior to, financial measures prepared and presented in accordance with GAAP, and should be read only in conjunction with the Company’s financial measures prepared and presented in accordance with GAAP. The non-GAAP financial measures used in this release may be different from the measures used by other companies.
Reconciliation of Combined Continuing Operations for Comparability
Purposes (in millions) (Unaudited)
| Three Months Ended | TwelveMonthsEnded | Three Months Ended | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mativ Continuing Operations for Comparison | ||||||||||||||||||||||||
| March 31,2022 | June 30,2022 | September 30,2022 | December 31,2022 | December 31,2022 | March 31,2023 | June 30,<br>2023 | September 30,2023 | |||||||||||||||||
| Advanced Technical Materials (ATM)^(1)^ | ||||||||||||||||||||||||
| Net Sales | $ | 439.6 | **** | $ | 469.4 | **** | $ | 426.1 | **** | $ | 409.1 | **** | $ | 1,744.2 | **** | $ | 434.3 | **** | $ | 419.8 | **** | $ | 393.8 | **** |
| GAAP Operating profit | **** | 24.1 | **** | **** | 48.2 | **** | **** | 31.5 | **** | **** | 27.6 | **** | **** | 131.4 | **** | **** | 37.6 | **** | **** | 35.1 | **** | **** | (378.8 | ) |
| Amortization of intangibles and other purchase accounting adjustments | 13.2 | 13.1 | 16.1 | 18.1 | 60.5 | 7.0 | 14.4 | 14.5 | ||||||||||||||||
| Restructuring, impairment and other expenses | 13.8 | 3.2 | 2.2 | 3.1 | 22.3 | 0.7 | 0.8 | 409.7 | ||||||||||||||||
| Acquisition/Merger and integration costs | 0.2 | 0.3 | — | — | 0.5 | — | — | — | ||||||||||||||||
| Adjusted OperatingProfit^(3)^ | $ | 51.3 | **** | $ | 64.8 | **** | $ | 49.8 | **** | $ | 48.8 | **** | $ | 214.7 | **** | $ | 45.3 | **** | $ | 50.3 | **** | $ | 45.4 | **** |
| Adjusted Operating Profit Margin | 11.7 | % | 13.8 | % | 11.7 | % | 11.9 | % | 12.3 | % | 10.4 | % | 12.0 | % | 11.5 | % | ||||||||
| Depreciation and Stock-based<br>compensation^(4)^ | 12.2 | 11.9 | 12.4 | 12.8 | 49.3 | 13.5 | 12.8 | 13.3 | ||||||||||||||||
| Adjusted EBITDA ^(5)^ | $ | 63.5 | **** | $ | 76.7 | **** | $ | 62.2 | **** | $ | 61.6 | **** | $ | 264.0 | **** | $ | 58.8 | **** | $ | 63.1 | **** | $ | 58.7 | **** |
| Adjusted EBITDA Margin | 14.4 | % | 16.3 | % | 14.6 | % | 15.1 | % | 15.1 | % | 13.5 | % | 15.0 | % | 14.9 | % | ||||||||
| Fiber-Based Solutions (FBS) ^(1)(2)^ | ||||||||||||||||||||||||
| Net Sales | $ | 118.1 | **** | $ | 125.5 | **** | $ | 125.4 | **** | $ | 115.3 | **** | $ | 484.3 | **** | $ | 114.6 | **** | $ | 106.7 | **** | $ | 104.4 | **** |
| GAAP Operating profit | **** | 13.0 | **** | **** | 14.9 | **** | **** | 10.3 | **** | **** | 5.8 | **** | **** | 44.0 | **** | **** | (5.3 | ) | **** | 8.7 | **** | **** | (4.4 | ) |
| Amortization of intangibles and other purchase accounting adjustments | 0.3 | 0.3 | 8.6 | 7.7 | 16.9 | 8.9 | 1.0 | 1.1 | ||||||||||||||||
| Restructuring, impairment and other expenses | 0.3 | 1.1 | 0.1 | (0.4 | ) | 1.1 | 0.1 | — | 10.3 | |||||||||||||||
| Acquisition/Merger and integration costs | — | — | (0.1 | ) | — | (0.1 | ) | — | — | |||||||||||||||
| Divestiture costs | — | — | — | — | — | — | — | 0.1 | ||||||||||||||||
| Other | 0.1 | — | — | — | 0.1 | — | — | — | ||||||||||||||||
| Adjusted OperatingProfit^(3)^ | $ | 13.7 | **** | $ | 16.3 | **** | $ | 18.9 | **** | $ | 13.1 | **** | $ | 62.0 | **** | $ | 3.7 | **** | $ | 9.7 | **** | $ | 7.1 | **** |
| Adjusted Operating Profit Margin | 11.6 | % | 13.0 | % | 15.1 | % | 11.4 | % | 12.8 | % | 3.2 | % | 9.1 | % | 6.8 | % | ||||||||
| Depreciation and Stock-based<br>compensation^(4)^ | 3.0 | 3.0 | 6.9 | 7.0 | 19.9 | 7.9 | 7.6 | 7.7 | ||||||||||||||||
| Adjusted EBITDA^(5)^ | $ | 16.7 | **** | $ | 19.3 | **** | $ | 25.8 | **** | $ | 20.1 | **** | $ | 81.9 | **** | $ | 11.6 | **** | $ | 17.3 | **** | $ | 14.8 | **** |
| Adjusted EBITDA Margin | 14.1 | % | 15.4 | % | 20.6 | % | 17.4 | % | 16.9 | % | 10.1 | % | 16.2 | % | 14.2 | % | ||||||||
| Corporate Unallocated | ||||||||||||||||||||||||
| GAAP Operating Loss | $ | (41.0 | ) | $ | (41.9 | ) | $ | (73.2 | ) | $ | (31.4 | ) | $ | (187.5 | ) | $ | (34.5 | ) | $ | (33.4 | ) | $ | (36.7 | ) |
| Restructuring, impairment and other expenses | — | — | 5.2 | 0.4 | 5.6 | — | 1.1 | |||||||||||||||||
| Acquisition/Merger and integration costs | 12.2 | 11.9 | 46.8 | 8.5 | 79.4 | 10.4 | 9.1 | 9.2 | ||||||||||||||||
| Divestiture costs | — | — | — | — | — | — | — | 5.2 | ||||||||||||||||
| Financing fees ^(6)^ | — | — | — | — | — | — | — | 2.4 | ||||||||||||||||
| Other | 0.5 | — | — | — | 0.5 | — | — | — | ||||||||||||||||
| Adjusted Operating Loss^(3)^ | $ | (28.3 | ) | $ | (30.0 | ) | $ | (21.2 | ) | $ | (22.5 | ) | $ | (102.0 | ) | $ | (24.1 | ) | $ | (23.2 | ) | $ | (19.9 | ) |
| % of total sales | (5.1 | )% | (5.0 | )% | (3.8 | )% | (4.3 | )% | (4.6 | )% | (4.4 | )% | (4.4 | )% | (4.0 | )% | ||||||||
| Depreciation and Stock-based<br>compensation^(4)^ | 4.9 | 3.7 | 3.0 | 3.1 | 14.7 | 2.6 | 1.8 | 1.8 | ||||||||||||||||
| Adjusted EBITDA^(5)^ | $ | (23.4 | ) | $ | (26.3 | ) | $ | (18.2 | ) | $ | (19.4 | ) | $ | (87.3 | ) | $ | (21.5 | ) | $ | (21.4 | ) | $ | (18.1 | ) |
| % of total Net Sales | (4.2 | )% | (4.4 | )% | (3.3 | )% | (3.7 | )% | (3.9 | )% | (3.9 | )% | (4.1 | )% | (3.6 | )% |
Reconciliation of Combined Continuing Operations for Comparability
Purposes (in millions) (Unaudited)
| Three Months Ended | TwelveMonthsEnded | Three Months Ended | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mativ Continuing Operations for Comparison | ||||||||||||||||||||||||
| March 31,2022 | June 30,2022 | September 30,2022 | December 31,2022 | December 31,2022 | March 31,2023 | June 30,<br>2023 | September 30,2023 | |||||||||||||||||
| Consolidated | ||||||||||||||||||||||||
| Net Sales | $ | 557.7 | **** | $ | 594.9 | **** | $ | 551.5 | **** | $ | 524.4 | **** | $ | 2,228.5 | **** | $ | 548.9 | **** | $ | 526.5 | **** | $ | 498.2 | **** |
| GAAP Operating Profit (Loss) | **** | (3.9 | ) | **** | 21.2 | **** | **** | (31.4 | ) | **** | 2.0 | **** | **** | (12.1 | ) | **** | (2.2 | ) | **** | 10.4 | **** | **** | (419.9 | ) |
| Amortization of intangibles and other purchase accounting adjustments | 13.5 | 13.4 | 24.7 | 25.8 | 77.4 | 15.9 | 15.4 | 15.6 | ||||||||||||||||
| Restructuring, impairment and other expenses | 14.1 | 4.3 | 7.5 | 3.1 | 29.0 | 0.8 | 1.9 | 420.0 | ||||||||||||||||
| Acquisition/Merger and integration costs | 12.4 | 12.2 | 46.7 | 8.5 | 79.8 | 10.4 | 9.1 | 9.2 | ||||||||||||||||
| Divestiture costs | 5.3 | |||||||||||||||||||||||
| Financing fees ^(6)^ | — | — | — | — | — | — | — | 2.4 | ||||||||||||||||
| Other | 0.6 | — | — | — | 0.6 | — | — | — | ||||||||||||||||
| Adjusted OperatingProfit^(3)^ | $ | 36.7 | **** | $ | 51.1 | **** | $ | 47.5 | **** | $ | 39.4 | **** | $ | 174.7 | **** | $ | 24.9 | **** | $ | 36.8 | **** | **** | 32.6 | **** |
| Adjusted Operating Profit Margin | 6.6 | % | 8.6 | % | 8.6 | % | 7.5 | % | 7.8 | % | 4.5 | % | 7.0 | % | 6.5 | % | ||||||||
| Depreciation and Stock-based<br>compensation^(4)^ | 20.1 | 18.6 | 22.3 | 22.9 | 83.9 | 24.0 | 22.2 | 22.8 | ||||||||||||||||
| Adjusted EBITDA^(5)^ | $ | 56.8 | **** | $ | 69.7 | **** | $ | 69.8 | **** | $ | 62.3 | **** | $ | 258.6 | **** | $ | 48.9 | **** | $ | 59.0 | **** | $ | 55.4 | **** |
| Adjusted EBITDA Margin | 10.2 | % | 11.7 | % | 12.7 | % | 11.9 | % | 11.6 | % | 8.9 | % | 11.2 | % | 11.1 | % | ||||||||
| (1) | Effective with the merger, certain assets/net sales were reclassified out of ATM and into FBS, and to conform<br>with legacy SWM accounting practices certain of legacy Neenah operating expenses were reclassified out of the ATM and FBS operating segments and moved to Corporate Unallocated. In addition, certain legacy Neenah Corporate Unallocated operating<br>expenses were reclassified out of GAAP Operating Profit and moved to Other income, net to conform with legacy SWM accounting practices. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (2) | On November 30, 2023, the company sold the Engineered Papers (EP) business. The sale of the EP business<br>was accounted for as discontinued operations which requires retrospective presentation of continuing operations for all periods presented. The adjustments remove the results of the discontinued EP business from each line within the tables contained<br>in this filing. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (3) | Effective with the merger, legacy Neenah’s definition of Adjusted Operating Profit, a non-GAAP financial measure, was conformed to legacy SWM’s Adjusted Operating Profit definition which includes an add-back for amortization of intangible assets and other<br>purchase accounting adjustments. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (4) | Depreciation and stock-based compensation excludes stock-based compensation included in acquisition/merger and<br>integration costs. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (5) | Effective with the merger, legacy SWM’s definition of EBITDA, a<br>non-GAAP financial measure, was conformed to legacy Neenah’s EBITDA definition which includes an add-back for stock-based compensation. The revised EBITDA<br>definition is more aligned with the terms of the Company’s Credit Agreement. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (6) | Financing fees incurred for the Receivables Sales Agreement for the three months ended September 30, 2023.<br> | |||||||||||||||||||||||
| --- | --- |
Reconciliation of Combined Continuing Operations for Comparability
Purposes (in millions) (Unaudited)
| Three Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2022 | |||||||||||||||
| Legacy Neenah | Legacy SWM | Mativ | |||||||||||||
| (As reported) | (Adjust for<br>reclassifications) ^(1)^ | (As reported) | (Adjust for sale of<br>Engineered Papers<br>(EP) business) ^(2)^ | (Combined<br>Continuing Operations<br>for comparison<br>purposes) | |||||||||||
| Advanced Technical Materials (ATM)^(3)^ | |||||||||||||||
| Net Sales | $ | 185.6 | **** | $ | (18.9 | ) | $ | 272.9 | **** | $ | — | **** | $ | 439.6 | **** |
| GAAP Operating Profit | **** | 12.1 | **** | **** | 1.7 | **** | **** | 10.3 | **** | — | **** | 24.1 | **** | ||
| Amortization of intangibles and other purchase accounting adjustments | 2.2 | (0.1 | ) | 11.1 | — | 13.2 | |||||||||
| Restructuring, impairment and other expenses | 0.6 | — | 13.2 | — | 13.8 | ||||||||||
| Acquisition/Merger and integration costs | 0.2 | — | — | — | 0.2 | ||||||||||
| Adjusted Operating Profit | $ | 15.1 | **** | $ | 1.6 | **** | $ | 34.6 | **** | $ | — | **** | $ | 51.3 | **** |
| Adjusted Operating Profit Margin | 8.1 | % | N/A | 12.7 | % | N/A | 11.7 | % | |||||||
| Depreciation and Stock-based<br>compensation^(4)^ | 5.1 | (0.7 | ) | 7.8 | — | 12.2 | |||||||||
| Adjusted EBITDA ^(5)^ | $ | 20.2 | **** | $ | 0.9 | **** | $ | 42.4 | **** | $ | — | **** | $ | 63.5 | **** |
| Adjusted EBITDA Margin | 10.9 | % | N/A | 15.5 | % | N/A | 14.4 | % | |||||||
| Fiber-Based Solutions(FBS)^(3)(6)^ | |||||||||||||||
| Net Sales | $ | 99.2 | **** | $ | 18.9 | **** | $ | 133.9 | **** | $ | (133.9 | ) | $ | 118.1 | **** |
| GAAP Operating Profit | **** | 11.9 | **** | **** | 1.1 | **** | **** | 26.0 | **** | **** | (26.0 | ) | **** | 13.0 | **** |
| Amortization of intangibles and other purchase accounting adjustments | 0.2 | 0.1 | — | — | 0.3 | ||||||||||
| Restructuring, impairment and other expenses | — | — | 0.3 | — | 0.3 | ||||||||||
| Other | 0.1 | — | — | — | 0.1 | ||||||||||
| Adjusted Operating Profit | $ | 12.2 | **** | $ | 1.2 | **** | $ | 26.3 | **** | $ | (26.0 | ) | $ | 13.7 | **** |
| Adjusted Operating Profit Margin | 12.3 | % | N/A | 19.6 | % | N/A | 11.6 | % | |||||||
| Depreciation and Stock-based<br>compensation^(4)^ | 2.3 | 0.7 | 5.3 | (5.3 | ) | 3.0 | |||||||||
| Adjusted EBITDA^(5)^ | $ | 14.5 | **** | $ | 1.9 | **** | $ | 31.6 | **** | $ | (31.3 | ) | $ | 16.7 | **** |
| Adjusted EBITDA Margin | 14.6 | % | N/A | 23.6 | % | N/A | 14.1 | % | |||||||
| Corporate Unallocated ^(6)^ | |||||||||||||||
| GAAP Operating Loss | $ | (11.8 | ) | $ | (3.5 | ) | $ | (25.7 | ) | $ | — | **** | $ | (41.0 | ) |
| Acquisition/Merger and integration costs | 5.1 | — | 7.1 | — | 12.2 | ||||||||||
| Other | 0.5 | — | — | 0.5 | |||||||||||
| Adjusted Operating Loss | $ | (6.2 | ) | $ | (3.5 | ) | $ | (18.6 | ) | $ | — | **** | $ | (28.3 | ) |
| % of total sales | (2.2 | )% | N/A | (4.6 | )% | N/A | (5.1 | )% | |||||||
| Depreciation and Stock-based<br>compensation^(4)^ | 1.8 | — | 3.1 | — | 4.9 | ||||||||||
| Adjusted EBITDA^(5)^ | $ | (4.4 | ) | $ | (3.5 | ) | $ | (15.5 | ) | $ | — | **** | $ | (23.4 | ) |
| % of total Net Sales | (1.5 | )% | N/A | (3.8 | )% | N/A | (4.2 | )% |
Reconciliation of Combined Continuing Operations for Comparability
Purposes (in millions) (Unaudited)
| Three Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2022 | |||||||||||||||
| Legacy Neenah | Legacy SWM | Mativ | |||||||||||||
| (As reported) | (Adjust for<br>reclassifications) ^(1)^ | (As reported) | (Adjust for sale of<br>Engineered Papers<br>(EP) business) ^(2)^ | (Combined<br>Continuing Operations<br>for comparison<br>purposes) | |||||||||||
| Consolidated | |||||||||||||||
| Net Sales | $ | 284.8 | **** | $ | — | **** | $ | 406.8 | **** | $ | (133.9 | ) | $ | 557.7 | **** |
| GAAP Operating Profit (Loss) | **** | 12.2 | **** | **** | (0.7 | ) | **** | 10.6 | **** | **** | (26.0 | ) | **** | (3.9 | ) |
| Amortization of intangibles and other purchase accounting adjustments | 2.4 | — | 11.1 | — | 13.5 | ||||||||||
| Restructuring, impairment and other expenses | 0.6 | — | 13.5 | — | 14.1 | ||||||||||
| Acquisition/Merger and integration costs | 5.3 | — | 7.1 | — | 12.4 | ||||||||||
| Other | 0.6 | — | — | — | 0.6 | ||||||||||
| Adjusted Operating Profit (Loss) | $ | 21.1 | **** | $ | (0.7 | ) | $ | 42.3 | **** | $ | (26.0 | ) | $ | 36.7 | **** |
| Adjusted Operating Profit Margin | 7.4 | % | N/A | 10.4 | % | N/A | 6.6 | % | |||||||
| Depreciation and Stock-based<br>compensation^(4)^ | 9.2 | — | 16.2 | (5.3 | ) | 20.1 | |||||||||
| Adjusted EBITDA^(5)^ | $ | 30.3 | **** | $ | (0.7 | ) | $ | 58.5 | **** | $ | (31.3 | ) | $ | 56.8 | **** |
| Adjusted EBITDA Margin | 10.6 | % | N/A | 14.4 | % | N/A | 10.2 | % | |||||||
| (1) | Effective with the merger, certain assets/net sales were reclassified out of ATM and into FBS, and to conform<br>with legacy SWM accounting practices certain of legacy Neenah operating expenses were reclassified out of the ATM and FBS operating segments and moved to Corporate Unallocated. In addition, certain legacy Neenah Corporate Unallocated operating<br>expenses were reclassified out of GAAP Operating Profit and moved to Other income, net to conform with legacy SWM accounting practices. | ||||||||||||||
| --- | --- | ||||||||||||||
| (2) | On November 30, 2023, the company completed the sale of its Engineered Papers (EP) business. The sale of<br>the EP business was accounted for as discontinued operations which requires retrospective presentation of continuing operations for all periods presented. The adjustments remove the results of the discontinued EP business from each line within the<br>tables contained in this filing. | ||||||||||||||
| --- | --- | ||||||||||||||
| (3) | Effective with the merger, legacy Neenah’s definition of Adjusted Operating Profit, a non-GAAP financial measure, was conformed to legacy SWM’s Adjusted Operating Profit definition which includes an add-back for amortization of intangible assets and other<br>purchase accounting adjustments. | ||||||||||||||
| --- | --- | ||||||||||||||
| (4) | Depreciation and stock-based compensation excludes stock-based compensation included in acquisition/merger and<br>integration costs. | ||||||||||||||
| --- | --- | ||||||||||||||
| (5) | Effective with the merger, legacy SWM’s definition of EBITDA, a<br>non-GAAP financial measure, was conformed to legacy Neenah’s EBITDA definition which includes an add-back for stock-based compensation. The revised EBITDA<br>definition is more aligned with the terms of the Company’s Credit Agreement. | ||||||||||||||
| --- | --- | ||||||||||||||
| (6) | GAAP Operating Profit and Depreciation and Stock-based compensation reflect reclassifications from Unallocated<br>to FBS for certain costs related to the EP business. | ||||||||||||||
| --- | --- |
Reconciliation of Combined Continuing Operations for Comparability
Purposes (in millions) (Unaudited)
| Three Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2022 | |||||||||||||||
| Legacy Neenah | Legacy SWM | Mativ | |||||||||||||
| (As reported) | (Adjust for<br>reclassifications) ^(1)^ | (As reported) | (Adjust for sale of<br>Engineered Papers<br>(EP) business) ^(2)^ | (Combined<br>Continuing Operations<br>for comparison<br>purposes) | |||||||||||
| Advanced Technical Materials (ATM)^(3)^ | |||||||||||||||
| Net Sales | $ | 198.5 | **** | $ | (17.2 | ) | $ | 288.1 | **** | $ | — | **** | $ | 469.4 | **** |
| GAAP Operating Profit | **** | 16.3 | **** | **** | 2.5 | **** | **** | 29.4 | **** | — | **** | 48.2 | **** | ||
| Amortization of intangibles and other purchase accounting adjustments | 2.1 | (0.1 | ) | 11.1 | — | 13.1 | |||||||||
| Restructuring, impairment and other expenses | 2.1 | — | 1.1 | — | 3.2 | ||||||||||
| Acquisition/Merger and integration costs | 0.3 | — | — | — | 0.3 | ||||||||||
| Adjusted Operating Profit | $ | 20.8 | **** | $ | 2.4 | **** | $ | 41.6 | **** | $ | — | **** | $ | 64.8 | **** |
| Adjusted Operating Profit Margin | 10.5 | % | N/A | 14.4 | % | N/A | 13.8 | % | |||||||
| Depreciation and Stock-based<br>compensation^(4)^ | 5.0 | (0.7 | ) | 7.6 | — | 11.9 | |||||||||
| Adjusted EBITDA ^(5)^ | $ | 25.8 | **** | $ | 1.7 | **** | $ | 49.2 | **** | $ | — | **** | $ | 76.7 | **** |
| Adjusted EBITDA Margin | 13.0 | % | N/A | 17.1 | % | N/A | 16.3 | % | |||||||
| Fiber-Based Solutions(FBS) ^(3)(6)^ | |||||||||||||||
| Net Sales | $ | 108.3 | **** | $ | 17.2 | **** | $ | 138.3 | **** | $ | (138.3 | ) | $ | 125.5 | **** |
| GAAP Operating Profit | **** | 14.5 | **** | **** | 0.4 | **** | **** | 23.3 | **** | **** | (23.3 | ) | **** | 14.9 | **** |
| Amortization of intangibles and other purchase accounting adjustments | 0.2 | 0.1 | — | — | 0.3 | ||||||||||
| Restructuring, impairment and other expenses | — | — | (0.9 | ) | 2.0 | 1.1 | |||||||||
| Adjusted Operating Profit | $ | 14.7 | **** | $ | 0.5 | **** | $ | 22.4 | **** | $ | (21.3 | ) | $ | 16.3 | **** |
| Adjusted Operating Profit Margin | 13.6 | % | N/A | 16.2 | % | N/A | 13.0 | % | |||||||
| Depreciation and Stock-based<br>compensation^(4)^ | 2.3 | 0.7 | 5.9 | (5.9 | ) | 3.0 | |||||||||
| Adjusted EBITDA^(5)^ | $ | 17.0 | **** | $ | 1.2 | **** | $ | 28.3 | **** | $ | (27.2 | ) | $ | 19.3 | **** |
| Adjusted EBITDA Margin | 15.7 | % | N/A | 20.5 | % | N/A | 15.4 | % | |||||||
| Corporate Unallocated ^(6)^ | |||||||||||||||
| GAAP Operating Loss | $ | (13.8 | ) | $ | (3.2 | ) | $ | (24.9 | ) | $ | — | **** | $ | (41.9 | ) |
| Restructuring, impairment and other expenses | — | — | — | — | |||||||||||
| Acquisition/Merger and integration costs | 5.4 | 6.5 | — | 11.9 | |||||||||||
| Adjusted Operating Loss | $ | (8.4 | ) | $ | (3.2 | ) | $ | (18.4 | ) | $ | — | **** | $ | (30.0 | ) |
| % of total sales | (2.7 | )% | N/A | (4.3 | )% | N/A | (5.0 | )% | |||||||
| Depreciation and Stock-based<br>compensation^(4)^ | 1.8 | — | 1.9 | — | 3.7 | ||||||||||
| Adjusted EBITDA^(5)^ | $ | (6.6 | ) | $ | (3.2 | ) | $ | (16.5 | ) | $ | — | **** | $ | (26.3 | ) |
| % of total Net Sales | (2.2 | )% | N/A | (3.9 | )% | N/A | (4.4 | )% |
Reconciliation of Combined Continuing Operations for Comparability
Purposes (in millions) (Unaudited)
| Three Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2022 | |||||||||||||||
| Legacy Neenah | Legacy SWM | Mativ | |||||||||||||
| (As reported) | (Adjust for<br>reclassifications) ^(1)^ | (As reported) | (Adjust for sale of<br>Engineered Papers<br>(EP) business) ^(2)^ | (Combined<br>Continuing Operations<br>for comparison<br>purposes) | |||||||||||
| Consolidated | |||||||||||||||
| Net Sales | $ | 306.8 | **** | $ | — | **** | $ | 426.4 | **** | $ | (138.3 | ) | $ | 594.9 | **** |
| GAAP Operating Profit (Loss) | **** | 17.0 | **** | **** | (0.3 | ) | **** | 27.8 | **** | **** | (23.3 | ) | **** | 21.2 | **** |
| Amortization of intangibles and other purchase accounting adjustments | 2.3 | — | 11.1 | — | 13.4 | ||||||||||
| Restructuring, impairment and other expenses | 2.1 | — | 0.2 | 2.0 | 4.3 | ||||||||||
| Acquisition/Merger and integration costs | 5.7 | — | 6.5 | — | 12.2 | ||||||||||
| Adjusted Operating Profit (Loss) | $ | 27.1 | **** | $ | (0.3 | ) | $ | 45.6 | **** | $ | (21.3 | ) | $ | 51.1 | **** |
| Adjusted Operating Profit Margin | 8.8 | % | N/A | 10.7 | % | N/A | 8.6 | % | |||||||
| Depreciation and Stock-based<br>compensation^(4)^ | 9.1 | — | 15.4 | (5.9 | ) | 18.6 | |||||||||
| Adjusted EBITDA^(5)^ | $ | 36.2 | **** | $ | (0.3 | ) | $ | 61.0 | **** | $ | (27.2 | ) | $ | 69.7 | **** |
| Adjusted EBITDA Margin | 11.8 | % | N/A | 14.3 | % | N/A | 11.7 | % | |||||||
| (1) | Effective with the merger, certain assets/net sales were reclassified out of ATM and into FBS, and to conform<br>with legacy SWM accounting practices certain of legacy Neenah operating expenses were reclassified out of the ATM and FBS operating segments and moved to Corporate Unallocated. In addition, certain legacy Neenah Corporate Unallocated operating<br>expenses were reclassified out of GAAP Operating Profit and moved to Other income, net to conform with legacy SWM accounting practices. | ||||||||||||||
| --- | --- | ||||||||||||||
| (2) | On November 30, 2023, the company completed the sale of its Engineered Papers (EP) business. The sale of<br>the EP business was accounted for as discontinued operations which requires retrospective presentation of continuing operations for all periods presented. The adjustments remove the results of the discontinued EP business from each line within the<br>tables contained in this filing. | ||||||||||||||
| --- | --- | ||||||||||||||
| (3) | Effective with the merger, legacy Neenah’s definition of Adjusted Operating Profit, a non-GAAP financial measure, was conformed to legacy SWM’s Adjusted Operating Profit definition which includes an add-back for amortization of intangible assets and other<br>purchase accounting adjustments. | ||||||||||||||
| --- | --- | ||||||||||||||
| (4) | Depreciation and stock-based compensation excludes stock-based compensation included in acquisition/merger and<br>integration costs. | ||||||||||||||
| --- | --- | ||||||||||||||
| (5) | Effective with the merger, legacy SWM’s definition of EBITDA, a<br>non-GAAP financial measure, was conformed to legacy Neenah’s EBITDA definition which includes an add-back for stock-based compensation. The revised EBITDA<br>definition is more aligned with the terms of the Company’s Credit Agreement. | ||||||||||||||
| --- | --- | ||||||||||||||
| (6) | GAAP Operating Profit and Depreciation and Stock-based compensation reflect reclassifications from Unallocated<br>to FBS for certain costs related to the EP business. | ||||||||||||||
| --- | --- |
Reconciliation of Combined Continuing Operations for Comparability
Purposes (in millions) (Unaudited)
| Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| September 30, 2022 | |||||||||
| Legacy Mativ | Mativ | ||||||||
| (As reported) | (Adjust for sale of<br>Engineered Papers (EP)<br>business) ^(1)^ | (Continuing<br>Operations for<br>comparison purposes) | |||||||
| Advanced Technical Materials (ATM) | |||||||||
| Net Sales | $ | 426.1 | **** | $ | — | **** | $ | 426.1 | **** |
| GAAP Operating Profit | **** | 31.5 | **** | **** | 31.5 | **** | |||
| Amortization of intangibles and other purchase accounting adjustments | 16.1 | — | 16.1 | ||||||
| Restructuring, impairment and other expenses | 2.2 | — | 2.2 | ||||||
| Adjusted Operating Profit | $ | 49.8 | **** | $ | — | **** | $ | 49.8 | **** |
| Adjusted Operating Profit Margin | 11.7 | % | N/A | 11.7 | % | ||||
| Depreciation and Stock-based compensation<br>^(2)^ | 12.4 | — | 12.4 | ||||||
| Adjusted EBITDA | $ | 62.2 | **** | $ | — | **** | $ | 62.2 | **** |
| Adjusted EBITDA Margin | 14.6 | % | N/A | 14.6 | % | ||||
| Fiber-Based Solutions (FBS) | |||||||||
| Net Sales | $ | 248.0 | **** | $ | (122.6 | ) | $ | 125.4 | **** |
| GAAP Operating Profit | **** | 27.8 | **** | **** | (17.5 | ) | **** | 10.3 | **** |
| Amortization of intangibles and other purchase accounting adjustments | 8.6 | — | 8.6 | ||||||
| Restructuring, impairment and other expenses | 0.5 | (0.4 | ) | 0.1 | |||||
| Acquisition/Merger and integration costs | — | (0.1 | ) | (0.1 | ) | ||||
| Adjusted Operating Profit | $ | 36.9 | **** | $ | (18.0 | ) | $ | 18.9 | **** |
| Adjusted Operating Profit Margin | 14.9 | % | N/A | 15.1 | % | ||||
| Depreciation and Stock-based compensation<br>^(2)^ | 12.1 | (5.2 | ) | 6.9 | |||||
| Adjusted EBITDA | $ | 49.0 | **** | $ | (23.2 | ) | $ | 25.8 | **** |
| Adjusted EBITDA Margin | 19.8 | % | N/A | 20.6 | % | ||||
| Corporate Unallocated | |||||||||
| GAAP Operating Loss | $ | (73.2 | ) | **** | — | **** | $ | (73.2 | ) |
| Restructuring, impairment and other expenses | 5.2 | — | 5.2 | ||||||
| Acquisition/Merger and integration costs | 46.8 | — | 46.8 | ||||||
| Adjusted Operating Loss | $ | (21.2 | ) | $ | — | **** | $ | (21.2 | ) |
| % of total sales | (3.1 | )% | N/A | (3.8 | )% | ||||
| Depreciation and Stock-based compensation<br>^(2)^ | 3.0 | 3.0 | |||||||
| Adjusted EBITDA | $ | (18.2 | ) | $ | — | **** | $ | (18.2 | ) |
| % of total Net Sales | (2.7 | )% | N/A | (3.3 | )% | ||||
| Consolidated | |||||||||
| Net Sales | $ | 674.1 | **** | $ | (122.6 | ) | $ | 551.5 | **** |
| GAAP Operating Loss | **** | (13.9 | ) | **** | (17.5 | ) | **** | (31.4 | ) |
| Amortization of intangibles and other purchase accounting adjustments | 24.7 | — | 24.7 | ||||||
| Restructuring, impairment and other expenses | 7.9 | (0.4 | ) | 7.5 | |||||
| Acquisition/Merger and integration costs | 46.8 | (0.1 | ) | 46.7 | |||||
| Adjusted Operating Profit | $ | 65.5 | **** | $ | (18.0 | ) | $ | 47.5 | **** |
| Adjusted Operating Profit Margin | 9.7 | % | N/A | 8.6 | % | ||||
| Depreciation and Stock-based compensation<br>^(2)^ | 27.5 | (5.2 | ) | 22.3 | |||||
| Adjusted EBITDA | $ | 93.0 | **** | $ | (23.2 | ) | $ | 69.8 | **** |
| Adjusted EBITDA Margin | 13.8 | % | N/A | 12.7 | % | ||||
| (1) | On November 30, 2023, the company completed the sale of its Engineered Papers (EP) business. The sale of<br>the EP business was accounted for as discontinued operations which requires retrospective presentation of continuing operations for all periods presented. The adjustments remove the results of the discontinued EP business from each line within the<br>tables contained in this filing. | ||||||||
| --- | --- | ||||||||
| (2) | Depreciation and stock-based compensation excludes stock-based compensation included in acquisition/merger and<br>integration costs. | ||||||||
| --- | --- |
Reconciliation of Combined Continuing Operations for Comparability
Purposes (in millions) (Unaudited)
| Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | |||||||||
| Legacy Mativ | Mativ | ||||||||
| (As reported) | (Adjust for sale of<br>Engineered Papers (EP)<br>business) ^(1)^ | (Continuing<br>Operations for<br>comparison purposes) | |||||||
| Advanced Technical Materials (ATM) | |||||||||
| Net Sales | $ | 409.1 | **** | $ | — | **** | $ | 409.1 | **** |
| GAAP Operating Profit | **** | 27.6 | **** | **** | — | **** | **** | 27.6 | **** |
| Amortization of intangibles and other purchase accounting adjustments | 18.1 | — | 18.1 | ||||||
| Restructuring, impairment and other expenses | 3.1 | — | 3.1 | ||||||
| Adjusted Operating Profit | $ | 48.8 | **** | $ | — | **** | $ | 48.8 | **** |
| Adjusted Operating Profit Margin | 11.9 | % | N/A | 11.9 | % | ||||
| Depreciation and Stock-based compensation<br>^(2)^ | 12.8 | 12.8 | |||||||
| Adjusted EBITDA | $ | 61.6 | **** | $ | — | **** | $ | 61.6 | **** |
| Adjusted EBITDA Margin | 15.1 | % | N/A | 15.1 | % | ||||
| Fiber-Based Solutions (FBS) | |||||||||
| Net Sales | $ | 251.0 | **** | $ | (135.7 | ) | $ | 115.3 | **** |
| GAAP Operating Profit | **** | 30.7 | **** | **** | (24.9 | ) | **** | 5.8 | **** |
| Amortization of intangibles and other purchase accounting adjustments | 7.7 | — | 7.7 | ||||||
| Restructuring, impairment and other expenses | (0.4 | ) | — | (0.4 | ) | ||||
| Adjusted Operating Profit | $ | 38.0 | **** | $ | (24.9 | ) | $ | 13.1 | **** |
| Adjusted Operating Profit Margin | 15.1 | % | N/A | 11.4 | % | ||||
| Depreciation and Stock-based compensation<br>^(2)^ | 12.2 | (5.2 | ) | 7.0 | |||||
| Adjusted EBITDA | $ | 50.2 | **** | $ | (30.1 | ) | $ | 20.1 | **** |
| Adjusted EBITDA Margin | 20.0 | % | N/A | 17.4 | % | ||||
| Corporate Unallocated | |||||||||
| GAAP Operating Loss | $ | (31.4 | ) | **** | — | **** | $ | (31.4 | ) |
| Restructuring, impairment and other expenses | 0.4 | — | 0.4 | ||||||
| Acquisition/Merger and integration costs | 8.5 | — | 8.5 | ||||||
| Adjusted Operating Loss | $ | (22.5 | ) | $ | — | **** | $ | (22.5 | ) |
| % of total sales | (3.4 | )% | N/A | (4.3 | )% | ||||
| Depreciation and Stock-based compensation<br>^(2)^ | 3.1 | 3.1 | |||||||
| Adjusted EBITDA | $ | (19.4 | ) | $ | — | **** | $ | (19.4 | ) |
| % of total Net Sales | (2.9 | )% | N/A | (3.7 | )% | ||||
| Consolidated | |||||||||
| Net Sales | $ | 660.1 | **** | $ | (135.7 | ) | $ | 524.4 | **** |
| GAAP Operating Profit | **** | 26.9 | **** | **** | (24.9 | ) | **** | 2.0 | **** |
| Amortization of intangibles and other purchase accounting adjustments | 25.8 | — | 25.8 | ||||||
| Restructuring, impairment and other expenses | 3.1 | — | 3.1 | ||||||
| Acquisition/Merger and integration costs | 8.5 | — | 8.5 | ||||||
| Adjusted Operating Profit | $ | 64.3 | **** | $ | (24.9 | ) | $ | 39.4 | **** |
| Adjusted Operating Profit Margin | 9.7 | % | N/A | 7.5 | % | ||||
| Depreciation and Stock-based compensation<br>^(2)^ | 28.1 | (5.2 | ) | 22.9 | |||||
| Adjusted EBITDA | $ | 92.4 | **** | $ | (30.1 | ) | $ | 62.3 | **** |
| Adjusted EBITDA Margin | 14.0 | % | N/A | 11.9 | % | ||||
| (1) | On November 30, 2023, the company completed the sale of its Engineered Papers (EP) business. The sale of<br>the EP business was accounted for as discontinued operations which requires retrospective presentation of continuing operations for all periods presented. The adjustments remove the results of the discontinued EP business from each line within the<br>tables contained in this filing. | ||||||||
| --- | --- | ||||||||
| (2) | Depreciation and stock-based compensation excludes stock-based compensation included in acquisition/merger and<br>integration costs. | ||||||||
| --- | --- |
Reconciliation of Combined Continuing Operations for Comparability
Purposes (in millions) (Unaudited)
| March 31, 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Legacy Mativ | Mativ | ||||||||
| (As reported) | (Adjust for sale of<br>Engineered Papers (EP)<br>business) ^(1)^ | (Continuing<br>Operations for<br>comparison purposes) | |||||||
| Advanced Technical Materials (ATM) | |||||||||
| Net Sales | $ | 434.3 | **** | $ | — | **** | $ | 434.3 | **** |
| GAAP Operating Profit | **** | 37.6 | **** | **** | — | **** | **** | 37.6 | **** |
| Amortization of intangibles and other purchase accounting adjustments | 7.0 | **** | — | **** | 7.0 | ||||
| Restructuring, impairment and other expenses | 0.7 | **** | — | **** | 0.7 | ||||
| Adjusted Operating Profit | $ | 45.3 | **** | $ | — | **** | $ | 45.3 | **** |
| Adjusted Operating Profit Margin | 10.4 | % | N/A | 10.4 | % | ||||
| Depreciation and Stock-based<br>compensation^(2)^ | 13.5 | — | 13.5 | ||||||
| Adjusted EBITDA | $ | 58.8 | **** | $ | — | **** | $ | 58.8 | **** |
| Adjusted EBITDA Margin | 13.5 | % | N/A | 13.5 | % | ||||
| Fiber-Based Solutions (FBS) | |||||||||
| Net Sales | $ | 244.7 | **** | $ | (130.1 | ) | $ | 114.6 | **** |
| GAAP Operating Profit | **** | 6.2 | **** | **** | (11.5 | ) | **** | (5.3 | ) |
| Amortization of intangibles and other purchase accounting adjustments | 8.9 | — | 8.9 | ||||||
| Restructuring, impairment and other expenses | 0.1 | — | 0.1 | ||||||
| Adjusted Operating Profit | $ | 15.2 | **** | $ | (11.5 | ) | $ | 3.7 | **** |
| Adjusted Operating Profit Margin | 6.2 | % | N/A | 3.2 | % | ||||
| Depreciation and Stock-based<br>compensation^(2)^ | 13.2 | (5.3 | ) | 7.9 | |||||
| Adjusted EBITDA | $ | 28.4 | **** | $ | (16.8 | ) | $ | 11.6 | **** |
| Adjusted EBITDA Margin | 11.6 | % | N/A | 10.1 | % | ||||
| Corporate Unallocated | |||||||||
| GAAP Operating Loss | $ | (34.5 | ) | $ | — | **** | $ | (34.5 | ) |
| Acquisition/Merger and integration costs | 10.4 | — | 10.4 | ||||||
| Adjusted Operating Loss | $ | (24.1 | ) | $ | — | **** | $ | (24.1 | ) |
| % of total sales | (3.5 | )% | N/A | (4.4 | )% | ||||
| Depreciation and Stock-based<br>compensation^(2)^ | 2.6 | 2.6 | |||||||
| Adjusted EBITDA | $ | (21.5 | ) | $ | — | **** | $ | (21.5 | ) |
| % of total Net Sales | (3.2 | )% | N/A | (3.9 | )% | ||||
| Consolidated | |||||||||
| Net Sales | $ | 679.0 | **** | $ | (130.1 | ) | $ | 548.9 | **** |
| GAAP Operating Profit | **** | 9.3 | **** | **** | (11.5 | ) | **** | (2.2 | ) |
| Amortization of intangibles and other purchase accounting adjustments | 15.9 | — | 15.9 | ||||||
| Restructuring, impairment and other expenses | 0.8 | — | 0.8 | ||||||
| Acquisition/Merger and integration costs | 10.4 | — | 10.4 | ||||||
| Adjusted Operating Profit | $ | 36.4 | **** | $ | (11.5 | ) | $ | 24.9 | **** |
| Adjusted Operating Profit Margin | 5.4 | % | N/A | 4.5 | % | ||||
| Depreciation and Stock-based<br>compensation^(2)^ | 29.3 | (5.3 | ) | 24.0 | |||||
| Adjusted EBITDA | $ | 65.7 | **** | $ | (16.8 | ) | $ | 48.9 | **** |
| Adjusted EBITDA Margin | 9.7 | % | N/A | 8.9 | % | ||||
| (1) | On November 30, 2023, the company sold the Engineered Papers (EP) business. The sale of the EP business<br>was accounted for as discontinued operations which requires retrospective presentation of continuing operations for all periods presented. The adjustments remove the results of the discontinued EP business from each line within the tables contained<br>in this filing. | ||||||||
| --- | --- | ||||||||
| (2) | Depreciation and stock-based compensation excludes stock-based compensation included in acquisition/merger and<br>integration costs. | ||||||||
| --- | --- |
Reconciliation of Continuing Operations for Comparability
Purposes (in millions) (Unaudited)
| June 30, 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Legacy Mativ | Mativ | ||||||||
| (As reported) | (Adjust for sale of<br>Engineered Papers (EP)<br>business) ^(¹)^ | (Continuing<br>Operations for<br>comparison purposes) | |||||||
| Advanced Technical Materials (ATM) | |||||||||
| Net Sales | $ | 419.8 | **** | $ | — | **** | $ | 419.8 | **** |
| GAAP Operating Profit | **** | 35.1 | **** | **** | — | **** | **** | 35.1 | **** |
| Amortization of intangibles and other purchase accounting adjustments | 14.4 | — | 14.4 | ||||||
| Restructuring, impairment and other expenses | 0.8 | — | 0.8 | ||||||
| Adjusted Operating Profit | $ | 50.3 | **** | $ | — | **** | $ | 50.3 | **** |
| Adjusted Operating Profit Margin | 12.0 | % | N/A | 12.0 | % | ||||
| Depreciation and Stock-based<br>compensation^(2)^ | 12.8 | — | 12.8 | ||||||
| Adjusted EBITDA | $ | 63.1 | **** | $ | — | **** | $ | 63.1 | **** |
| Adjusted EBITDA Margin | 15.0 | % | N/A | 15.0 | % | ||||
| Fiber-Based Solutions (FBS) | |||||||||
| Net Sales | $ | 248.5 | **** | $ | (141.8 | ) | $ | 106.7 | **** |
| GAAP Operating Profit | **** | 31.9 | **** | **** | (23.2 | ) | **** | 8.7 | **** |
| Amortization of intangibles and other purchase accounting adjustments | 1.0 | — | 1.0 | ||||||
| Adjusted Operating Profit | $ | 32.9 | **** | $ | (23.2 | ) | $ | 9.7 | **** |
| Adjusted Operating Profit Margin | 13.2 | % | N/A | 9.1 | % | ||||
| Depreciation and Stock-based<br>compensation^(2)^ | 12.8 | (5.2 | ) | 7.6 | |||||
| Adjusted EBITDA | $ | 45.7 | **** | $ | (28.4 | ) | $ | 17.3 | **** |
| Adjusted EBITDA Margin | 18.4 | % | N/A | 16.2 | % | ||||
| Corporate Unallocated | |||||||||
| GAAP Operating Loss | $ | (33.4 | ) | — | $ | (33.4 | ) | ||
| Restructuring, impairment and other expenses | **** | 1.1 | **** | — | **** | 1.1 | **** | ||
| Acquisition/Merger and integration costs | 9.1 | — | 9.1 | ||||||
| Adjusted Operating Loss | $ | (23.2 | ) | $ | — | **** | $ | (23.2 | ) |
| % of total sales | (3.5 | )% | N/A | (4.4 | )% | ||||
| Depreciation and Stock-based<br>compensation^(2)^ | 1.8 | — | 1.8 | ||||||
| Adjusted EBITDA | $ | (21.4 | ) | $ | — | **** | $ | (21.4 | ) |
| % of total Net Sales | (3.2 | )% | N/A | (4.1 | )% | ||||
| Consolidated | |||||||||
| Net Sales | $ | 668.3 | **** | $ | (141.8 | ) | $ | 526.5 | **** |
| GAAP Operating Profit | **** | 33.6 | **** | **** | (23.2 | ) | **** | 10.4 | **** |
| Amortization of intangibles and other purchase accounting adjustments | 15.4 | — | 15.4 | ||||||
| Restructuring, impairment and other expenses | 1.9 | — | 1.9 | ||||||
| Acquisition/Merger and integration costs | 9.1 | — | 9.1 | ||||||
| Adjusted Operating Profit | $ | 60.0 | **** | $ | (23.2 | ) | $ | 36.8 | **** |
| Adjusted Operating Profit Margin | 9.0 | % | N/A | 7.0 | % | ||||
| Depreciation and Stock-based<br>compensation^(2)^ | 27.4 | (5.2 | ) | 22.2 | |||||
| Adjusted EBITDA | $ | 87.4 | **** | $ | (28.4 | ) | $ | 59.0 | **** |
| Adjusted EBITDA Margin | 13.1 | % | N/A | 11.2 | % | ||||
| (1) | On November 30, 2023, the company sold the Engineered Papers (EP) business. The sale of the EP business<br>was accounted for as discontinued operations which requires retrospective presentation of continuing operations for all periods presented. The adjustments remove the results of the discontinued EP business from each line within the tables contained<br>in this filing. | ||||||||
| --- | --- | ||||||||
| (2) | Depreciation and stock-based compensation excludes stock-based compensation included in acquisition/merger and<br>integration costs. | ||||||||
| --- | --- |
Reconciliation of Continuing Operations for Comparability
Purposes (in millions) (Unaudited)
| September 30, 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Mativ | |||||||||
| (Consolidated) | (Adjust for sale of<br>Engineered Papers (EP)<br>business) ^(¹)^ | (Continuing Operations,<br>as Reported) | |||||||
| Advanced Technical Materials (ATM) | |||||||||
| Net Sales | $ | 393.8 | **** | $ | — | **** | $ | 393.8 | **** |
| GAAP Operating Profit | **** | (378.8 | ) | **** | — | **** | **** | (378.8 | ) |
| Amortization of intangibles and other purchase accounting adjustments | 14.5 | — | 14.5 | ||||||
| Restructuring, impairment and other expenses | 409.7 | — | 409.7 | ||||||
| Adjusted Operating Profit | $ | 45.4 | **** | $ | — | **** | $ | 45.4 | **** |
| Adjusted Operating Profit Margin | 11.5 | % | N/A | 11.5 | % | ||||
| Depreciation and Stock-based<br>compensation^(2)^ | 13.3 | — | 13.3 | ||||||
| Adjusted EBITDA | $ | 58.7 | **** | $ | — | **** | $ | 58.7 | **** |
| Adjusted EBITDA Margin | 14.9 | % | N/A | 14.9 | % | ||||
| Fiber-Based Solutions (FBS) | |||||||||
| Net Sales | $ | 231.6 | **** | $ | (127.2 | ) | $ | 104.4 | **** |
| GAAP Operating Profit | **** | 20.4 | **** | **** | (24.8 | ) | **** | (4.4 | ) |
| Amortization of intangibles and other purchase accounting adjustments | 1.1 | 1.1 | |||||||
| Restructuring, impairment and other expenses | 10.8 | (0.5 | ) | 10.3 | |||||
| Divestiture costs | 0.1 | — | 0.1 | ||||||
| Adjusted Operating Profit | $ | 32.4 | **** | $ | (25.3 | ) | $ | 7.1 | **** |
| Adjusted Operating Profit Margin | 14.0 | % | N/A | 6.8 | % | ||||
| Depreciation and Stock-based<br>compensation^(2)^ | 9.9 | (2.2 | ) | 7.7 | |||||
| Adjusted EBITDA | $ | 42.3 | **** | $ | (27.5 | ) | $ | 14.8 | **** |
| Adjusted EBITDA Margin | 18.3 | % | N/A | 14.2 | % | ||||
| Corporate Unallocated | |||||||||
| GAAP Operating Loss | $ | (36.7 | ) | — | $ | (36.7 | ) | ||
| Acquisition/Merger and integration costs | 9.2 | — | 9.2 | ||||||
| Divestiture costs | 5.2 | — | 5.2 | ||||||
| Financing fees^(3)^ | 2.6 | (0.2 | ) | 2.4 | |||||
| Adjusted Operating Loss | $ | (19.7 | ) | $ | (0.2 | ) | $ | (19.9 | ) |
| % of total sales | (3.1 | )% | N/A | (4.0 | )% | ||||
| Depreciation and Stock-based<br>compensation^(2)^ | 1.8 | 1.8 | |||||||
| Adjusted EBITDA | $ | (17.9 | ) | $ | (0.2 | ) | $ | (18.1 | ) |
| % of total Net Sales | (2.9 | )% | N/A | (3.6 | )% | ||||
| Consolidated | |||||||||
| Net Sales | $ | 625.4 | **** | $ | (127.2 | ) | $ | 498.2 | **** |
| GAAP Operating Profit | **** | (395.1 | ) | **** | (24.8 | ) | **** | (419.9 | ) |
| Amortization of intangibles and other purchase accounting adjustments | 15.6 | — | 15.6 | ||||||
| Restructuring, impairment and other expenses | 420.5 | (0.5 | ) | 420.0 | |||||
| Acquisition/Merger and integration costs | 9.2 | — | 9.2 | ||||||
| Divestiture costs | 5.3 | — | 5.3 | ||||||
| Financing fees^(3)^ | 2.6 | (0.2 | ) | 2.4 | |||||
| Adjusted Operating Profit | $ | 58.1 | **** | $ | (25.5 | ) | $ | 32.6 | **** |
| Adjusted Operating Profit Margin | 9.3 | % | N/A | 6.5 | % | ||||
| Depreciation and Stock-based<br>compensation^(2)^ | 25.0 | (2.2 | ) | 22.8 | |||||
| Adjusted EBITDA | $ | 83.1 | **** | $ | (27.7 | ) | $ | 55.4 | **** |
| Adjusted EBITDA Margin | 13.3 | % | N/A | 11.1 | % | ||||
| (1) | On November 30, 2023, the company sold the Engineered Papers (EP) business. The sale of the EP business<br>was accounted for as discontinued operations which requires retrospective presentation of continuing operations for all periods presented. The adjustments remove the results of the discontinued EP business from each line within the tables contained<br>in this filing. | ||||||||
| --- | --- | ||||||||
| (2) | Depreciation and stock-based compensation excludes stock-based compensation included in acquisition/merger and<br>integration costs. | ||||||||
| --- | --- | ||||||||
| (3) | Financing fees incurred for the Receivables Sales Agreement for the three months ended September 30, 2023.<br> | ||||||||
| --- | --- |