Magnera Corp
For the period ended Mar 29, 2025. Filed May 7, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 29, 2025 · Filed May 7, 2025
MAGN$12.34+1.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-12-28; filed 2025-02-06.
0000041719-25-000016
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-29; filed 2025-05-07.
0000041719-25-000028
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 38 previous paragraphs and 53 current paragraphs.
23 unchanged; 14 reworded; 13 added; 1 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 4 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
Net sales: The net sales increase included revenue from the Transaction of $311 million which was partially offset by a $26 million unfavorable impact from foreign currency changes, a $14 million decrease in selling prices and a 1% organic volume decline which was attributed to general market softness.
Current report
Operating income (loss): The operating income decline included a $8 million unfavorable impact from increased business integration costs, a $4 million loss from equipment disposals, losses from the acquired GLT business of $6 million, a $3 million unfavorable impact from foreign currency changes and an unfavorable impact from price cost spread of $3 million, partially offset by the elimination of $5 million in corporate expense allocations in Prior Quarter.
Current report
Operating income: The operating income decline included an $8 million unfavorable impact from increased business integration costs, losses from the acquired GLT business of $3 million, a $2 million unfavorable impact from foreign currency changes and an unfavorable impact from price cost spread of $3 million, partially offset by the elimination of $5 million in corporate expense allocations in Prior Quarter.
Current report
Net sales: The net sales increase included revenue from the Transaction of $187 million which was partially offset by a $11 million unfavorable impact from foreign currency changes and a 3% organic volume decline.
Current report
Operating income (loss): The operating loss change includes losses from the acquired GLT business of $3 million, a $4 million loss from equipment disposals and an unfavorable impact from foreign currency changes.
Current report
Other expense: The increase in other expense is due to $7 million of non cash charges associated with pre Transaction tax liabilities, offset by currency movements related to intercompany loans.
Current report
Comparison of the Two Quarterly Periods Ended March 29, 2025 (the “YTD”) and the Two Quarterly Periods Ended March 30, 2024 (the “Prior YTD”)
Current report
Consolidated Overview
Current report
Net sales: The net sales increase included revenue from the Transaction of $497 million, which were partially offset by a $40 million unfavorable impact from foreign currency changes and a 1% organic volume decline which was attributed to general market softness.
Current report
Americas
Current report
Net sales: The net sales increase in the Americas segment included revenue from the Transaction of $194 million which were partially offset by a $28 million unfavorable impact from foreign currency changes.
Current report
Rest of World
Current report
Changes in Comprehensive Income
Removed paragraphs (1)
Previous report
Net sales: The net sales increase included revenue from the Transaction, which occurred mid-Quarter on November 4 th, of $186 million and increased selling prices of $11 million, which were partially offset by a $14 million unfavorable impact from foreign currency changes.
Reworded paragraphs (14)
Previous wording
Business. The Company’s operations are organized into two operating segments: Americas and Rest of the World. The structure is designed to align us with our customers, provide improved service, drive future growth and to facilitate synergy realization. The Americas segment consists of sites in North America and South America that manufacture a wide range of products and components of personal care and consumer solution products and components of products including medical garments, wipes, dryer sheets, face masks, filtration, baby diapers and adult incontinence. The Rest of World segment consists of sites throughout Europe and China that manufacture a broad collection of personal care and consumer solution products and components of products including medical garments, wipes, face masks, cable wrap, filtration, baby diapers and adult incontinence.
Current wording
Business. The Company’s operations are organized into two operating segments: Americas and Rest of the World. The structure is designed to align us with our customers, provide improved service, drive future growth and to facilitate synergy realization. The Americas segment consists of sites in North America and South America that manufacture a wide range of products and components of personal care and consumer solution products and components of products including medical garments, wipes, dryer sheets, face masks, filtration, baby diapers and adult incontinence. The Rest of World segment consists of sites throughout Europe and China that manufacture a broad collection of personal care and consumer solution products and components of products including medical garments, wipes, cable wrap, filtration, baby diapers and adult incontinence.
Previous wording
Outlook. The Company is affected by general economic and industrial growth, raw material availability, cost inflation, supply chain disruptions, and general industrial production. Our business has both geographic and end market diversity, which reduces the effect of any one of these factors on our overall performance. Our results are affected by our ability to pass through raw material and other cost changes to our customers, improve manufacturing productivity and adapt to volume changes of our customers. Despite global macro-economic challenges in the short-term attributed to continued rising inflation, currency devaluation and general market softness, we continue to believe our underlying long-term demand fundamental in all divisions will remain strong as we focus on providing advantaged products in targeted markets. For fiscal 2025, we project post-merger free cash flow of $75-95 million including $85 million of capital spending. For the calculation of post-merger free cash flow and further information related to free cash flow as a non-GAAP financial measure, see “Liquidity and Capital Resources.”
Current wording
Outlook. The Company is affected by general economic and industrial growth, raw material availability, cost inflation, supply chain disruptions, new and changing tariffs and general industrial production. Our business has both geographic and end market diversity, which reduces the effect of any one of these factors on our overall performance. Our results are affected by our ability to pass through raw material and other cost changes, including tariffs, to our customers, improve manufacturing productivity and adapt to volume changes of our customers. Despite global macro-economic challenges and uncertainties attributed to continued rising inflation, changing tariff policies, currency devaluation and general market softness, we continue to believe our underlying long-term demand fundamental in all divisions will remain strong as we focus on providing advantaged products in targeted markets. For fiscal 2025, we project post-Transaction free cash flow of $75-95 million including $75 million of capital spending. For the calculation of post-Transaction free cash flow and further information related to free cash flow as a non-GAAP financial measure, see “Liquidity and Capital Resources.”
Previous wording
Our acquisition strategy is focused on improving our long-term financial performance, enhancing our market positions, and expanding our existing and complementary product lines. We seek to obtain businesses for attractive post-synergy multiples, creating value for our stockholders from synergy realization, leveraging the acquired products across our customer base, creating new platforms for future growth, and assuming best practices from the businesses we acquire. While the expected benefits on earnings are estimated at the commencement of each transaction, once the execution of the plan and integration occur, we are generally unable to accurately estimate or track what the ultimate effects have been due to system integrations and movements of activities to multiple facilities. As business combinations and restructuring plans have not allowed us to accurately separate realized synergies compared to what was initially identified, we estimate the synergy realization based on the overall segment profitability post-integration.
Current wording
Our acquisition strategy is focused on improving our long-term financial performance, enhancing our market positions, and expanding our existing and complementary product lines. We seek to obtain businesses for attractive post-synergy multiples, creating value for our stockholders from synergy realization, leveraging the acquired products across our customer base, creating new platforms for future growth, and assuming best practices from the businesses we acquire. While the expected benefits on earnings are estimated at the commencement of each transaction, once the execution of the plan and integration occur, we are generally unable to accurately estimate or track what the ultimate effects have been due to system integrations and movements of activities to multiple facilities. As business combinations and restructuring plans have not allowed us to accurately separate realized synergies compared to what was initially identified, we estimate the synergy realization based on various factors.
Previous wording
Net sales: The net sales increase in the Americas segment included revenue from the Transaction of $70 million and increased selling prices of $12 million which were partially offset by a $13 million unfavorable impact from foreign currency changes.
Current wording
Net sales: The net sales increase in the Americas segment included revenue from the Transaction of $124 million partially offset by decreased selling prices of $12 million and a $15 million unfavorable impact from foreign currency changes.
Previous wording
Operating income (loss): The operating loss increase included a $12 million inventory fair value step-up charge, a $9 million unfavorable impact from increased business integration costs, losses from the acquired GLT business of $4 million and a $4 million unfavorable impact from foreign currency changes partially offset by a $15 million favorable change from prior year hyperinflation in our Argentinian subsidiary and a favorable impact from price cost spread of $6 million.
Current wording
Operating income (loss): The operating loss increase included a $12 million inventory fair value step-up charge, a $17 million unfavorable impact from increased business integration costs, a $4 million loss from equipment disposals, losses from the acquired GLT business of $9 million and a $7 million unfavorable impact from foreign currency changes partially offset by a $15 million favorable change from prior year hyperinflation in our Argentinian subsidiary and the elimination of $6 million in corporate expense allocations in Prior Year.
Previous wording
Operating income (loss): The operating loss increase included a $10 million unfavorable impact from increased business integration costs, a $5 million inventory fair value step-up charge and a $4 million unfavorable impact from foreign currency changes partially offset by a $15 million favorable change from prior year hyperinflation in our Argentinian subsidiary.
Current wording
Operating income: The operating income decrease included an $18 million unfavorable impact from increased business integration costs, a $5 million inventory fair value step-up charge, losses from the acquired GLT business of $4 million and a $6 million unfavorable impact from foreign currency changes partially offset by a $15 million favorable change from prior year hyperinflation in our Argentinian subsidiary and the elimination of $6 million in corporate expense allocations in Prior Year.
Previous wording
Net sales: The net sales increase in the Rest of World segment included revenue from the Transaction of $116 million.
Current wording
Net sales: The net sales increase in the Rest of World segment included revenue from the Transaction of $303 million which were partially offset by a $12 million unfavorable impact from foreign currency changes and a 3% organic volume decline.
Previous wording
Operating income (loss): The operating loss increase included a $7 million inventory fair value step-up charge and losses from the acquired Glatfelter business partially offset by a favorable impact from price cost spread of $4 million.
Current wording
Operating loss: The operating loss increase included a $7 million inventory fair value step-up charge, a $4 million loss from equipment disposals and losses from the acquired Glatfelter business of $5 million partially offset by a favorable impact from price cost spread.
Previous wording
Other expense: The increase in other expense is due to a $15 million prepayment penalty charge for retiring debt concurrently with the Transaction as well as currency losses related to intercompany loans.
Current wording
Other expense: The increase in other expense is due to a $15 million prepayment penalty charge for retiring debt concurrently with the Transaction, $7 million of non-cash charges associated with pre-Transaction tax liabilities, and currency losses related to intercompany loans.
Previous wording
The $162 million decline in comprehensive income from the Prior Quarter is attributed to a $110 million unfavorable change in currency translation and a $52 million increased net loss. Currency translation changes are primarily related to non-U.S. subsidiaries with a functional currency other than the U.S. dollar whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation in the Quarter was primarily attributed to locations utilizing the Euro and Brazilian real as their functional currency. As part of its overall risk management, the Company uses derivative instruments to reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in the quarter is primarily attributed to the change in the forward foreign exchange curves between measurement dates.
Current wording
The $168 million decline in comprehensive income from the Prior YTD is attributed to a $63 million unfavorable change in currency translation and a $105 million increased net loss. Currency translation changes are primarily related to non-U.S. subsidiaries with a functional currency other than the U.S. dollar whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation in the Quarter was primarily attributed to locations utilizing the Euro and Brazilian real as their functional currency. As part of its overall risk management, the Company uses derivative instruments to reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in the quarter is primarily attributed to the change in the forward foreign exchange curves between measurement dates.
Previous wording
Net cash from operating activities decreased $31 million from the Prior YTD primarily related to $19 million of charges related to the Transaction and higher working capital.
Current wording
Net cash from operating activities increased $14 million from the Prior YTD primarily related to improved working capital being partially offset by $19 million of charges related to the Transaction.
Previous wording
Net cash from investing activities increased $7 million from the Prior YTD primarily attributed to cash acquired in connection with the Transaction in the YTD compared to the settlement of short-term marketable securities in Prior YTD.
Current wording
Net cash from investing activities increased $33 million from the Prior YTD primarily attributed to cash acquired in connection with the Transaction and settlement of net investment hedges in the YTD compared to the settlement of short-term marketable securities in Prior YTD.
Previous wording
Net cash from financing activities increased $42 million from Prior YTD primarily attributed to higher transfers from Berry prior to the Transaction.
Current wording
Net cash from financing activities increased $25 million from Prior YTD primarily attributed to higher transfers from Berry prior to the Transaction.
Previous wording
At December 28, 2024, our cash balance was $215 million, which was primarily located outside the U.S. We believe our existing U.S. based cash and cash flow from U.S. operations, together with available borrowings under our senior secured credit facilities, will be adequate to meet our short-term and long-term liquidity needs with the exception of funds needed to cover all long-term debt obligations, which we intend to refinance prior to maturity. The Company has the ability to repatriate the cash located outside the U.S. to the extent not needed to meet operational and capital needs without significant restrictions.
Current wording
At March 29, 2025, our cash balance was $283 million, which was primarily located outside the U.S. We believe our existing U.S. based cash and cash flow from U.S. operations, together with available borrowings under our senior secured credit facilities, will be adequate to meet our short-term and long-term liquidity needs with the exception of funds needed to cover all long-term debt obligations, which we intend to refinance prior to maturity. The Company has the ability to repatriate the cash located outside the U.S. to the extent not needed to meet operational and capital needs without significant restrictions.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
The $6 million increase in comprehensive loss from the Prior Quarter is attributed to a $47 million favorable change in currency translation offset by a $53 million increased net loss. Currency translation changes are primarily related to non-U.S. subsidiaries with a functional currency other than the U.S. dollar, whereby assets and liabilities are translated from the respective functional currency into U.S. dollars using period-end exchange rates. The change in currency translation in the Quarter was primarily attributed to locations utilizing the Euro and Brazilian real as their functional currency. As part of its overall risk management, the Company uses derivative instruments to reduce foreign currency exposure to translation of certain foreign operations. The Company records changes to the fair value of these instruments in Accumulated other comprehensive loss. The change in fair value of these instruments in the Quarter is primarily attributed to the change in the forward foreign exchange curves between measurement dates.
Current report — wording carried from elsewhere
Business integration expenses consist of restructuring and impairment charges, acquisition/merger related costs, and other business optimization costs. Tables present dollars in millions.
Current report — wording carried from elsewhere
Interest expense: The interest expense increase is primarily attributed to debt that was incurred concurrently with the closing of the Transaction.