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 Companys Engineered Papers business (the Transaction). The Company accepted Buyers 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys Engineered Papers business in accordance with rules and regulations of the U.S. Securities and Exchange Commission (the SEC). |
| | The Companys use of net sale proceeds to make a debt repayment in accordance with the Companys credit 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 Companys historical information, and are not necessarily indicative of the Companys 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 Companys historical audited consolidated financial statements, the accompanying notes and Managements Discussion of Analysis of Financial Condition and Results of Operations included in the Companys Annual Reports on Form 10-K for the years ended December 31, 2022, 2021, and 2020 filed with the SEC on March 1, 2023, March 1, 2022, and March 1, 2021, respectively; |
| | the Companys unaudited interim historical consolidated financial statements, the accompanying notes and Managements Discussion and Analysis of Financial Condition and Results of Operations included in the Companys Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023, filed with the SEC on November 9, 2023; and |
| | the Companys supplemental financial information, which is attached as Exhibit 99.2 to the Companys 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)
| Transaction Accounting Adjustments | ||||||||||||||||
| Mativ Historical (1) |
Disposition Adjustments (2) |
Pro Forma Debt Adjustments (5) |
Mativ Proforma |
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| ASSETS |
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| 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 | ) | | | |||||||||||
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| Total current assets |
914.4 | 431.1 | (641.2 | ) | 704.3 | |||||||||||
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| Property, plant and equipment, net |
665.2 | | | 665.2 | ||||||||||||
| Finance lease right-of-use assets |
16.7 | | | 16.7 | ||||||||||||
| Operating lease 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 | ) | | | |||||||||||
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| Total assets |
$ | 3,117.8 | $ | 184.5 | $ | (641.2 | ) | $ | 2,661.1 | |||||||
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| LIABILITIES AND STOCKHOLDERS DEFICIT |
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| 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 | ) | | | |||||||||||
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| Total current liabilities |
403.5 | (61.5 | ) | | 342.0 | |||||||||||
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| 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 | ) | | | |||||||||||
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| Total liabilities |
2,444.8 | (124.5 | ) | (641.2 | ) | 1,679.1 | ||||||||||
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| Stockholders Equity: |
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| Preferred stock, $0.10 par value per share |
| | | | ||||||||||||
| Common stock, $0.10 par value per share |
5.4 | | | 5.4 | ||||||||||||
| Additional 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 | ||||||||||
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| Total stockholders equity |
673.0 | 309.0 | | 982.0 | ||||||||||||
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| Total liabilities and stockholders equity |
$ | 3,117.8 | $ | 184.5 | $ | (641.2 | ) | $ | 2,661.1 | |||||||
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Notes to September 30, 2023 Unaudited Pro Forma Condensed Consolidated Balance Sheet
| (1) | Represents the Companys unaudited condensed consolidated balance sheet as contained in the Quarterly 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 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 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. |
| (3) | This adjustment reflects the estimated pro forma gain on disposal, which is calculated as the difference 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 gain on disposal, and the Companys estimate of income taxes, will be based on the balance sheet information as of the Closing and the finalization of the Companys current fiscal year tax provision, and may differ significantly. The pro 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 for disposed foreign entities. |
| (5) | These adjustments reflect the Companys debt repayment of $641.2 million, in accordance with the Companys 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 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 Historical (1) |
Disposition Adjustments (2) |
Mativ Pro Forma |
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| Net sales |
$ | 1,573.7 | $ | | $ | 1,573.7 | ||||||
| Cost of products sold |
1,303.8 | | 1,303.8 | |||||||||
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| 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 | |||||||||
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| Total nonmanufacturing expenses |
263.0 | | 263.0 | |||||||||
| Goodwill impairment expense |
401.0 | | 401.0 | |||||||||
| Restructuring and impairment expense |
17.6 | | 17.6 | |||||||||
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| Operating loss |
(411.7 | ) | | (411.7 | ) | |||||||
| Interest expense |
48.8 | (4.0 | )(3) | 44.8 | ||||||||
| Other (expense), net |
(3.6 | ) | | (3.6 | ) | |||||||
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| 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 |
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| Net loss from continuing operations |
(494.1 | ) | 4.0 | (490.1 | ) | |||||||
| Dividends to Common Stockholders |
(0.7 | ) | | (0.7 | ) | |||||||
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| Net loss from continuing operations attributable to Common Stockholders |
$ | (494.8 | ) | $ | 4.0 | $ | (490.8 | ) | ||||
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| Net loss from continuing operations per share: |
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| 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 Companys unaudited condensed consolidated statement of income (loss) as contained in the 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 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 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 Historical (1) |
Disposition Adjustments (2) |
Mativ Pro Forma |
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| Net sales |
$ | 2,167.4 | $ | (530.5 | ) | $ | 1,636.9 | |||||
| Cost of products sold |
1,729.8 | (398.9 | ) | 1,330.9 | ||||||||
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| 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 | ||||||||
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| Total nonmanufacturing expenses |
366.9 | (39.8 | ) | 327.1 | ||||||||
| Restructuring and impairment expense |
19.3 | (0.2 | ) | 19.1 | ||||||||
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| 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 | ||||||||
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| 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 | ) | | ||||||||
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| Net loss from continuing operations |
(6.6 | ) | (62.3 | ) | (68.9 | ) | ||||||
| Dividends to Common Stockholders |
(0.9 | ) | | (0.9 | ) | |||||||
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| Net loss from continuing operations attributable to Common Stockholders |
$ | (7.5 | ) | $ | (62.3 | ) | $ | (69.8 | ) | |||
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| Net loss from continuing operations per share: |
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| 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 Companys consolidated statement of income (loss) as contained in the Annual Report on Form 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 on the first day of the reporting period. |
| (3) | This adjustment includes the elimination of historical Interest expense related to the Engineered Papers 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 Historical (1) |
Disposition Adjustments (2) |
Mativ Pro Forma |
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| Net sales |
$ | 1,440.0 | $ | (509.3 | ) | $ | 930.7 | |||||
| Cost of products sold |
1,109.7 | (362.2 | ) | 747.5 | ||||||||
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| 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 | ||||||||
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| Total nonmanufacturing expenses |
236.9 | (39.4 | ) | 197.5 | ||||||||
| Restructuring and impairment expense |
10.1 | (8.2 | ) | 1.9 | ||||||||
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| 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 | ||||||||
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| 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 | ) | | ||||||||
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| 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 | ) | |||||||
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| Net income from continuing operations attributable to Common Stockholders |
$ | 87.8 | $ | (87.2 | ) | $ | 0.6 | |||||
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| Net income from continuing operations per share: |
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| 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 Companys consolidated statement of income (loss) as contained in the Annual Report on Form 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 on the first day of the reporting period. |
| (3) | This adjustment includes the elimination of historical Interest expense related to the Engineered Papers 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 Historical (1) |
Disposition Adjustments (2) |
Mativ Pro Forma |
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| Net sales |
$ | 1,074.4 | $ | (530.9 | ) | $ | 543.5 | |||||
| Cost of products sold |
766.1 | (362.5 | ) | 403.6 | ||||||||
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| 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 | ||||||||
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| Total nonmanufacturing expenses |
167.6 | (40.5 | ) | 127.1 | ||||||||
| Restructuring and impairment expense |
11.9 | (11.3 | ) | 0.6 | ||||||||
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| 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 | ) | ||||||
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| 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 | ) | | ||||||||
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| 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 | ) | |||||||
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| Net income from continuing operations attributable to Common Stockholders |
$ | 82.7 | $ | (98.7 | ) | $ | (16.0 | ) | ||||
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| Net loss from continuing operations per share: |
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| 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 Companys consolidated statement of income (loss) as contained in the Annual Reports on 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 on the first day of the reporting period. |
| (3) | This adjustment includes the elimination of historical Interest expense related to the Engineered Papers business, in addition to $2.1 million of Interest expense allocated to the Engineered Papers business, in accordance with ASC 205. |