Magnera Corporation
A maker of nonwoven fabrics and specialty films used in everyday products like baby wipes, diapers, face masks, and air filters. Born in late 2024 from the merger of Glatfelter (founded in 1864) and Berry Global's nonwovens business, it became the world's largest producer of nonwovens. The name blends "magnitude" and "magnificent era" to signal a bold fresh start.
10-Q · Quarter ended Jun 27, 2026 · SEC filing ↗
The original filing sections are available below.
Magnera Corporation Consolidated and Combined Statements of Operations (Unaudited) Quarterly Period Ended Three Quarterly Periods Ended (in millions of dollars, except per share amounts) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Net sales $ 857 $ 839 $ 2,445 $ 2,36…
Magnera Corporation Consolidated and Combined Statements of Operations (Unaudited) Quarterly Period Ended Three Quarterly Periods Ended (in millions of dollars, except per share amounts) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Net sales $ 857 $ 839 $ 2,445 $ 2,365 Costs and expenses: Cost of goods sold 745 749 2,141 2,116 Selling, general and administrative 56 50 156 144 Amortization of intangibles 11 13 34 41 Restructuring and other activities 23 14 61 69 Operating income (loss) 22 13 53 (5 ) Other expense, net 3 — 5 26 Interest expense, net 37 37 112 102 Loss before income taxes (18 ) (24 ) (64 ) (133 ) Income tax expense (benefit) 2 (6 ) 8 (14 ) Net loss $ (20 ) $ (18 ) $ (72 ) $ (119 ) Net loss per share: Basic and diluted $ (0.56 ) $ (0.51 ) (2.01 ) (3.35 ) Consolidated and Combined Statements of Comprehensive Income (Loss) (Unaudited) Quarterly Period Ended Three Quarterly Periods Ended (in millions of dollars) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Net loss $ (20 ) $ (18 ) $ (72 ) $ (119 ) Other comprehensive income, net of tax: Currency translation gain (loss) (6 ) 50 12 4 Other comprehensive income (loss) (6 ) 50 12 4 Comprehensive income (loss) $ (26 ) $ 32 (60 ) (115 ) See notes to Condensed Consolidated and Combined Financial Statements. 4 Table of Contents Magnera Corporation Condensed Consolidated Balance Sheets (in millions of dollars) June 27, 2026 September 27, 2025 Assets (Unaudited) Current assets: Cash and cash equivalents $ 280 $ 305 Accounts receivable 531 522 Finished goods 297 303 Raw materials 201 171 Prepaid expenses and other current assets 83 122 Total current assets 1,392 1,423 Noncurrent assets: Property, plant and equipment 1,393 1,476 Goodwill and intangible assets 858 890 Right-of-use assets 58 62 Other assets 133 138 Total assets $ 3,834 $ 3,989 Liabilities and equity Current liabilities: Accounts payable $ 361 $ 356 Accrued employee costs 86 90 Other current liabilities 122 155 Total current liabilities 569 601 Noncurrent liabilities: Long-term debt 1,901 1,952 Deferred income taxes 50 46 Operating lease liabilities 42 45 Other long-term liabilities 255 281 Total liabilities 2,817 2,925 Equity: Common stock (35.8 and 35.6 million shares issued, respectively) 1 1 Additional paid-in capital 1,430 1,417 Retained loss (231 ) (159 ) Accumulated other comprehensive loss (183 ) (195 ) Total equity 1,017 1,064 Total liabilities and equity $ 3,834 $ 3,989 See notes to Condensed Consolidated and Combined Financial Statements. 5 Table of Contents Magnera Corporation Condensed Consolidated and Combined Statements of Cash Flows (Unaudited) Three Quarterly Periods Ended (in millions of dollars) June 27, 2026 June 28, 2025 Cash Flows from Operating Activities: Net loss $ (72 ) $ (119 ) Adjustments to reconcile net cash from operating activities: Depreciation 116 128 Amortization of intangibles 34 41 Non-cash interest expense 18 12 Deferred income tax (2 ) 7 Share-based compensation expense 13 15 Loss on disposition of facility 7 — Other non-cash operating activities, net 11 45 Changes in working capital, net (34 ) (119 ) Changes in other assets and liabilities (15 ) (3 ) Net cash from operating activities 76 7 Cash Flows from Investing Activities: Additions to property, plant and equipment (44 ) (52 ) Proceeds from divestiture 7 — Cash acquired from merger — 37 Settlement of net investment hedges — 22 Net cash (used in) from investing activities (37 ) 7 Cash Flows from Financing Activities: Proceeds from long-term borrowings — 1,556 Repayments on long-term borrowings (65 ) (434 ) Transfers from parent, net — 34 Cash distributions to parent — (1,111 ) Debt fees and other, net — (17 ) Net cash (used in) from financing activities (65 ) 28 Effect of currency translation on cash 1 4 Net change in cash and cash equivalents (25 ) 46 Cash and cash equivalents at beginning of period 305 230 Cash and cash equivalents at the end of period $ 280 $ 276 See notes to Condensed Consolidated and Combined Financial Statements. 6 Table of Contents Magnera Corporation Consolidated and Combined Statements of Changes in Equity (Unaudited) Accumulated Other Quarterly Period Ended Common Berry Net Additional Comprehensive Loss - Retained Total (in millions of dollars) Stock Investment Paid-in Capital Currency Translation Loss Equity Balance at March 28, 2026 $ 1 $ — $ 1,426 $ (177 ) $ (211 ) $ 1,039 Net loss — — — — (20 ) (20 ) Other comprehensive loss — — — (6 ) — (6 ) Share-based compensation — — 4 — — 4 Balance at June 27, 2026 $ 1 $ — $ 1,430 $ (183 ) $ (231 ) $ 1,017 Balance at March 29, 2025 $ 1 $ — $ 1,407 $ (214 ) $ (101 ) $ 1,093 Net loss — — — — (18 ) (18 ) Other comprehensive income — — — 50 — 50 Share-based compensation — — 5 — — 5 Other — — 1 — — 1 Balance at June 28, 2025 $ 1 $ — $ 1,413 $ (164 ) $ (119 ) $ 1,131 Accumulated Other Three Quarterly Periods Ended Common Berry Net Additional Comprehensive Loss - Retained Total (in millions of dollars) Stock Investment Paid-in Capital Currency Translation Loss Equity Balance at September 27, 2025 $ 1 $ — $ 1,417 $ (195 ) $ (159 ) $ 1,064 Net loss — — — — (72 ) (72 ) Other comprehensive income — — — 12 — 12 Share-based compensation — — 13 — — 13 Balance at June 27, 2026 $ 1 $ — $ 1,430 $ (183 ) $ (231 ) $ 1,017 Balance at September 28, 2024 $ — $ 2,307 $ — $ (168 ) $ — $ 2,139 Net loss — — — — (119 ) (119 ) Other comprehensive income — — — 4 — 4 Cash distribution to parent — (1,111 ) — — — (1,111 ) Transfers from parent, net — 129 — — — 129 Distribution of parent’s net investment 1 (1,325 ) 1,324 — $ — — Acquisition — — 74 — — 74 Share-based compensation — — 15 — — 15 Balance at June 28, 2025 $ 1 $ — $ 1,413 $ (164 ) $ (119 ) $ 1,131 See notes to Condensed Consolidated and Combined Financial Statements. 7 Table of Contents Magnera Corporation Notes to Condensed Consolidated and Combined Financial Statements (Unaudited) (tables in millions of dollars, except per share data) 1. Basis of Presentation On November 4, 2024 (the “Closing Date”), Treasure Holdco, Inc., a wholly owned subsidiary of Berry Global Group, Inc. (“Berry”), completed its merger (the “merger”) with the Glatfelter Corporation which concurrently changed its name to Magnera Corporation ("Magnera" or the "Company"). The Condensed Consolidated and Combined Financial Statements contain combined financial statements for the fiscal periods prior to the Closing Date of the merger and were prepared on a stand-alone basis. The pre-merger Combined Financial Statements of Operations, Comprehensive Income (Loss), Cash Flows and Changes in Equity have been prepared on a carve-out basis, which include assumptions underlying the preparation that management believes are reasonable. However, the combined pre-merger financial information included herein may not necessarily reflect the Company’s results of operations, comprehensive income (loss), cash flows and changes in equity had the Company been an independent stand-alone company during the periods presented. The accompanying unaudited Condensed Consolidated and Combined Financial Statements of Magnera have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim reporting. In preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts and disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included, and all subsequent events up to the time of the filing have been evaluated. For further information, refer to the Company’s Form 10-K filed with the SEC on November 25, 2025. Recently Issued Accounting Pronouncements In 2023, the Financial Accounting Standards Board ("FASB") issued guidance with the goal of providing more information in the income tax reconciliation table and regarding income taxes paid. This Accounting Standard Update ("ASU") is effective for fiscal years beginning after December 15, 2024, may be applied prospectively or retrospectively, and allows for early adoption. The Company is currently evaluating the impact of adopting this guidance, which will be effective for the fiscal year ending September 26, 2026. In 2024, the FASB issued guidance with the goal of providing more expense information for certain categories of expenses that are included in line items on the face of the statements of operations. This ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, may be adopted on a prospective or retrospective basis, and allows for early adoption. The Company is currently evaluating the impact of adopting this guidance. 2. Revenue and Accounts Receivable Revenue is recognized when performance obligations are satisfied, in an amount reflecting the consideration to which the Company expects to be entitled. We consider the promise to transfer products to be our sole performance obligation. Generally, our revenue is recognized for standard promised goods at the time of shipment, when title and risk of loss pass to the customer. The Company disaggregates revenue based on reportable business segment, geography, and significant product line. See Note 8. Segment and Geographic Data. The Company records current expected credit losses based on a variety of factors including historical loss experience and current customer financial condition. The reserve as of each period end and changes to our current expected credit losses, write-off activity, and recoveries were not material for any of the periods presented. The Company participates in customer supply chain financing programs to collect certain receivables through third-party financial institutions. These arrangements qualify as true sales, as the receivables are transferred without recourse. As a result, the balances are removed from trade receivables on the balance sheet, and the cash proceeds are reported as operating cash flows. 8 Table of Contents 3. Restructuring and Other Activities During fiscal year 2025, the Company announced cost savings initiatives including plant rationalizations in all segments as part of the Project CORE restructuring plan. The project is expected to be carried out over the next two fiscal years, with the operations savings intended to counter general economic softness. The table below sets forth the significant components of the Restructuring and other activities, including supply chain financings activity charges recognized for the periods presented, by reportable segment: Quarterly Period Ended Three Quarterly Periods Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Americas $ 11 $ 10 $ 38 $ 44 Rest of World 12 4 23 25 Consolidated $ 23 $ 14 $ 61 $ 69 The table below sets forth the activity with respect to the Restructuring and other activities accrual at June 27, 2026: Restructuring Employee Severance Facility Exit Non-Cash Integration and Benefits Costs Charges(a) and Other Total Balance at September 27, 2025 $ 13 $ — $ — $ 2 $ 15 Charges 13 3 10 35 61 Non-cash items — — (10 ) — (10 ) Cash payments (21 ) (3 ) — (37 ) (61 ) Balance at June 27, 2026 $ 5 $ — $ — $ — $ 5 (a) Includes $7 million non-cash loss on divestiture of facility executed in the quarter in Rest of World. 4. Leases The Company leases certain manufacturing facilities, warehouses, office space, manufacturing equipment, office equipment, and automobiles. Supplemental lease information is as follows: Leases Classification June 27, 2026 September 27, 2025 Operating leases: Operating lease right-of-use assets Right-of-use asset $ 58 $ 62 Current operating lease liabilities Other current liabilities 18 18 Noncurrent operating lease liabilities Operating lease liabilities 42 45 9 Table of Contents 5. Long-Term Debt Long-term debt consists of the following: Facility Maturity Date June 27, 2026 September 27, 2025 Term loan November 2031 $ 706 $ 731 Revolving credit facility November 2029 — — 4.75% First Priority Senior Secured Notes October 2029 500 500 7.25% First Priority Senior Secured Notes November 2031 760 800 Debt discounts, deferred fees and other (65 ) (79 ) Total long-term debt $ 1,901 $ 1,952 Despite not having financial maintenance covenants on our term loan and secured notes, these agreements do contain certain negative covenants. The failure to comply with these negative covenants could restrict our ability to incur additional indebtedness, enter into certain significant business combinations, make distributions or redeem indebtedness. We are in compliance with all long-term debt covenants as of June 27, 2026. Debt discounts and deferred financing fees are presented net of Long-term debt, less the current portion on the Condensed Consolidated Balance Sheets and are amortized to Interest expense, net on the Consolidated and Combined Statements of Income through maturity. 6. Financial Instruments and Fair Value Measurements In the normal course of business, the Company is exposed to certain risks arising from business operations and economic factors. The Company may use derivative financial instruments to help manage market risk and reduce the exposure to fluctuations in foreign currencies and interest rates. These financial instruments are not used for trading or other speculative purposes. Cross-Currency Swaps The Company is party to certain cross-currency swaps to hedge a portion of our foreign currency risk. The swap agreements mature November 2027 (€250 million) and November 2029 (€425 million). The swaps are designated as a hedge of the Company’s foreign currency investment in its foreign subsidiaries. The activity on net investment hedges, net of tax, recorded in Accumulated other comprehensive loss for the three quarterly periods ended June 27, 2026 and June 28, 2025 was a loss of $16 million and a gain of $67 million, respectively. When valuing cross-currency swaps, the Company utilizes Level 2 inputs (substantially observable). The Company records the fair value positions of all derivative financial instruments on a net basis by counterparty for which a master netting arrangement is utilized. Balances on a gross basis are as follows: Derivative Instruments Hedge Designation Balance Sheet Location June 27, 2026 September 27, 2025 Cross-currency swaps Designated Other long-term liabilities $ 78 $ 99 The effect of the Company’s derivative financial instruments on the Consolidated and Combined Statements of Operations is as follows: Quarterly Period Ended Three Quarterly Periods Ended Derivative Instruments Statements of Operations Location June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Cross-currency swaps Interest expense, net $ (2 ) $ (2 ) $ (6 ) $ (7 ) Non-recurring Fair Value Measurements The Company has certain assets that are measured at fair value on a non-recurring basis when impairment indicators are present or when the Company completes an acquisition. The Company adjusts certain long-lived assets to fair value only when the carrying values exceed the fair values. The categorization of the framework used to value the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. These assets that are subject to our impairment analysis primarily include our definite lived and indefinite lived intangible assets, including Goodwill and our Property, plant and equipment. The Company reviews Goodwill and other indefinite lived assets for impairment as of the first day of the fourth fiscal quarter each year and more frequently if impairment indicators exist. No impairment indicators were identified in the current quarter, but sustained periods of lower valuation market multiples or future declines in our expected operating performance could result in impairment charges in the future. The Company’s financial instruments consist primarily of cash and cash equivalents, long-term debt, and cross-currency swap agreements. The book value of our marketable long-term indebtedness exceeded fair value by $48 million as of June 27, 2026. The Company’s long-term debt fair values were determined using Level 2 inputs (substantially observable). 10 Table of Contents 7. Income Taxes The year-to-date effective income tax rate was unfavorably impacted by the jurisdictional mix of pre-tax results among the Company and its subsidiaries and losses, which generate no tax benefit in domestic and certain foreign jurisdictions. Foreign income taxed in the U.S., as well as certain changes in applicable withholding taxes, also unfavorably influenced the effective tax rate. 8. Segment and Geographic Data The Company’s operations are organized into two operating and reportable segments: Americas and Rest of World. The structure is designed to align us with our customers, provide improved service, drive future growth, and facilitate synergy realization. Adjusted EBITDA is the primary measure of profit (loss) used by the chief operating decision maker ("CODM"), our CEO, to evaluate the performance of and allocate resources among our reportable segments. The Company defines Adjusted EBITDA as operating income adjusted to eliminate the impact of certain items that the Company does not consider indicative of its ongoing operating performance. The Company's management, including the CODM, uses Adjusted EBITDA to evaluate segment performance and allocate resources. The accounting policies of the reportable segments are the same as those in the Condensed Consolidated and Combined Financial Statements. The Company's CODM uses consolidated expense information in the evaluation of segment performance and to allocate resources and is not regularly provided disaggregated expense information for each of the reportable segments. Selected information by reportable segment is presented in the following tables: Quarterly Period Ended Three Quarterly Periods Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Net Sales Americas $ 476 $ 473 $ 1,353 $ 1,366 Rest of World 381 366 1,092 999 Total net sales $ 857 $ 839 $ 2,445 $ 2,365 Segment operating expenses(4) Americas $ 405 $ 412 $ 1,166 $ 1,185 Rest of World 353 336 997 916 Total segment operating expenses $ 758 $ 748 $ 2,163 $ 2,101 Adjusted EBITDA Americas $ 71 $ 61 $ 187 $ 181 Rest of World 28 30 95 83 Total adjusted EBITDA $ 99 $ 91 $ 282 $ 264 Reconciling items: Depreciation and amortization $ 50 $ 58 $ 150 $ 169 Restructuring, transaction, business optimization and other activities 16 13 52 64 Argentina hyperinflation(1) — 1 3 1 Corporate expense allocation(2) — — — 3 Other non-cash charges(3) 11 6 24 32 Operating income (loss) 22 13 53 (5 ) Interest expense, net and other expense, net 40 37 117 128 Loss before income taxes $ (18 ) $ (24 ) $ (64 ) $ (133 ) (1) Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the functional currency was the Argentine Peso. (2) Consists of estimated parent-allocated charges for the prior year merger, which is required by GAAP as part of the carve-out financial statement process. (3) Includes stock compensation expense and other non-cash items, including $10 million of expenses for disposals and sale of assets in the three quarterly periods ended June 27, 2026 and $12 million of inventory step-up charges related to the prior year merger in the three quarterly periods ended June 28, 2025. (4) Segment operating expenses include primarily cost of goods sold and selling, general and administrative expenses. 11 Table of Contents Depreciation and amortization Americas $ 32 $ 35 $ 95 $ 107 Rest of World 18 23 55 62 Total depreciation and amortization $ 50 $ 58 $ 150 $ 169 Total assets and capital expenditures by segment are not disclosed as the CODM does not utilize these measures to evaluate segment performance or allocate resources and capital. Selected information by geographical region is presented in the following table: Quarterly Period Ended Three Quarterly Periods Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Net sales United States and Canada $ 358 $ 369 $ 1,046 $ 1,042 Latin America 118 104 307 324 Rest of World 381 366 1,092 999 Total net sales $ 857 $ 839 $ 2,445 $ 2,365 Selected information by product line is presented in the following table: Quarterly Period Ended Three Quarterly Periods Ended (in percentages) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Net sales Personal Care 45 % 46 % 47 % 48 % Consumer Solutions 55 % 54 % 53 % 52 % Total net sales 100 % 100 % 100 % 100 % 9. Contingencies and Commitments Litigation The Company is party to various legal proceedings involving routine claims which are incidental to its business. Although the Company’s legal and financial liability with respect to such proceedings cannot be estimated with certainty, the Company believes that any ultimate liability would not be material to its Condensed and Consolidated Balance Sheet, Consolidated and Combined Statements of Operations, or Cash Flows. Environmental Claims Over the next 29 years, we are primarily responsible for the reimbursement of government oversight costs associated with certain environmental claims regarding the Fox River located in Wisconsin. At June 27, 2026, the outstanding balance of the environmental liability and corresponding escrow asset were $17 million and $9 million, respectively. Tax Claims As part of a previous acquisition, the Company acquired a liability related to certain tax claims. Depending on the resolution of the tax claims, the settlement has a range of outcomes that is not expected to exceed $66 million as of June 27, 2026, with an eventual payment to the Brazilian government and/or the selling stockholders of the previous acquisition. The Company has recorded an estimated liability on the Condensed Consolidated Balance Sheets in Other long-term liabilities. 12 Table of Contents 10. Basic and Diluted Net Loss Per Share Basic net income or earnings per share ("EPS") is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. The following tables provide a reconciliation of the numerator and denominator of the basic and diluted EPS calculations: Quarterly Period Ended Three Quarterly Periods Ended (in millions) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Numerator Consolidated net loss $ (20 ) $ (18 ) $ (72 ) $ (119 ) Denominator Weighted average common shares outstanding - basic and dilutive 35.9 35.6 35.8 35.5 Net loss per share: Basic and diluted $ (0.56 ) $ (0.51 ) $ (2.01 ) $ (3.35 ) Shares excluded from the current period calculation, as the effect of their conversion into shares of our common stock would be antidilutive were 2.1 million. 13 Table of Contents
Before investing in our securities, we recommend that investors carefully consider the risks described in our annual reports on Form 10-K and any subsequent periodic reports filed with the SEC. Realization of any of these risks could have a material adverse effect on our busines…
Before investing in our securities, we recommend that investors carefully consider the risks described in our annual reports on Form 10-K and any subsequent periodic reports filed with the SEC. Realization of any of these risks could have a material adverse effect on our business, financial condition, cash flows and results of operations. We caution readers that the list of risk factors discussed in our SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. Accordingly, readers should not place undue reliance on those statements.
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