[10-Q] Mativ Holdings, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Mativ Holdings (MATV) Q2 2025 10-Q highlights
Net sales were essentially flat at $525.4 m (+0.3% YoY). Cost controls lifted operating profit to $20.1 m (vs $10.5 m) but interest expense of $18.6 m and a 45% effective tax rate left a $(9.5) m quarterly net loss. A Q1 goodwill write-down of $411.9 m drove the six-month loss to $(435.0) m. Cash from operations improved to $41.7 m YTD despite the loss, helped by $11.1 m working-capital release.
Balance-sheet leverage is high: long-term debt $1.09 bn against $416.6 m equity; weighted-average borrowing cost 7.42%. Goodwill fell to $57.5 m after the FAM segment impairment and retained earnings swung to a $(282.1) m deficit. Liquidity comprises $106 m cash and a $600 m revolver, of which $235 m is drawn (covenant ≤5.5× net-debt/EBITDA).
- Segment mix Q2: Sustainable & Adhesive Solutions (SAS) $321.0 m, Filtration & Advanced Materials (FAM) $204.4 m.
- Gross margin 19.8% vs 20.8% LY; SG&A down 12% YoY.
- Restructuring charge $3.8 m (was $11.8 m); further ≤$2 m expected.
- Dividends held at $0.10/sh; 54.65 m shares outstanding (4 Aug 2025).
Management is executing a multi-year realignment, but the sizeable impairment and leverage limit room for error.
Mativ Holdings (MATV) Q2 2025 evidenze del 10-Q
Le vendite nette sono rimaste sostanzialmente stabili a 525,4 milioni di dollari (+0,3% su base annua). Il controllo dei costi ha portato l'utile operativo a 20,1 milioni di dollari (rispetto a 10,5 milioni), ma gli interessi passivi di 18,6 milioni e un'aliquota fiscale effettiva del 45% hanno generato una perdita netta trimestrale di 9,5 milioni di dollari. Una svalutazione dell'avviamento di 411,9 milioni nel primo trimestre ha contribuito a una perdita semestrale di 435,0 milioni. Il flusso di cassa operativo è migliorato a 41,7 milioni da inizio anno nonostante la perdita, grazie a un rilascio del capitale circolante di 11,1 milioni.
La leva finanziaria è elevata: debito a lungo termine di 1,09 miliardi contro 416,6 milioni di patrimonio netto; costo medio ponderato del debito al 7,42%. L'avviamento è sceso a 57,5 milioni dopo la svalutazione del segmento FAM e gli utili trattenuti sono passati a un deficit di 282,1 milioni. La liquidità comprende 106 milioni in contanti e una linea di credito revolving da 600 milioni, di cui 235 milioni utilizzati (covenant ≤5,5× rapporto debito netto/EBITDA).
- Composizione segmenti Q2: Soluzioni Sostenibili e Adhesive (SAS) 321,0 milioni, Filtrazione e Materiali Avanzati (FAM) 204,4 milioni.
- Margine lordo 19,8% rispetto al 20,8% dell'anno precedente; spese SG&A diminuite del 12% su base annua.
- Accantonamento per ristrutturazione di 3,8 milioni (precedentemente 11,8 milioni); ulteriori spese fino a 2 milioni previste.
- Dividendi confermati a 0,10 dollari per azione; 54,65 milioni di azioni in circolazione (4 agosto 2025).
La direzione sta portando avanti un riallineamento pluriennale, ma la significativa svalutazione e l’elevata leva finanziaria riducono il margine di errore.
Aspectos destacados del 10-Q del Q2 2025 de Mativ Holdings (MATV)
Las ventas netas se mantuvieron prácticamente estables en 525,4 millones de dólares (+0,3% interanual). El control de costos elevó la ganancia operativa a 20,1 millones (frente a 10,5 millones), pero los gastos por intereses de 18,6 millones y una tasa impositiva efectiva del 45% resultaron en una pérdida neta trimestral de 9,5 millones. Una amortización de goodwill de 411,9 millones en el primer trimestre llevó la pérdida semestral a 435,0 millones. El flujo de caja operativo mejoró a 41,7 millones en lo que va del año a pesar de la pérdida, impulsado por una liberación de capital de trabajo de 11,1 millones.
El apalancamiento del balance es alto: deuda a largo plazo de 1,09 mil millones frente a 416,6 millones en patrimonio; costo promedio ponderado de endeudamiento del 7,42%. El goodwill bajó a 57,5 millones tras el deterioro del segmento FAM y las ganancias retenidas pasaron a un déficit de 282,1 millones. La liquidez incluye 106 millones en efectivo y una línea revolvente de 600 millones, de los cuales 235 millones están usados (covenant ≤5,5× deuda neta/EBITDA).
- Composición por segmento Q2: Soluciones Sostenibles y Adhesivas (SAS) 321,0 millones, Filtración y Materiales Avanzados (FAM) 204,4 millones.
- Margen bruto 19,8% vs 20,8% año anterior; gastos SG&A bajaron 12% interanual.
- Gasto por reestructuración de 3,8 millones (antes 11,8 millones); se esperan hasta 2 millones adicionales.
- Dividendos mantenidos en 0,10 dólares por acción; 54,65 millones de acciones en circulación (4 de agosto de 2025).
La dirección está ejecutando una realineación plurianual, pero la importante amortización y el apalancamiento limitan el margen de error.
Mativ Holdings (MATV) 2025년 2분기 10-Q 주요 내용
순매출은 전년 대비 0.3% 증가한 5억 2,540만 달러로 거의 변동이 없었습니다. 비용 관리로 영업이익은 2,010만 달러(이전 분기 1,050만 달러)로 증가했으나, 이자 비용 1,860만 달러와 45%의 유효 세율로 인해 분기 순손실은 950만 달러를 기록했습니다. 1분기 4억 1,190만 달러의 영업권 손상차손으로 인해 6개월 누적 손실은 4억 3,500만 달러에 달했습니다. 손실에도 불구하고 영업활동 현금흐름은 4,170만 달러로 개선되었으며, 1,110만 달러의 운전자본 해제로 지원받았습니다.
재무구조의 레버리지는 높습니다: 장기 부채 10억 9,000만 달러에 비해 자본은 4억 1,660만 달러이며, 가중평균 차입비용은 7.42%입니다. FAM 부문 손상차손 후 영업권은 5,750만 달러로 감소했고, 이익잉여금은 2억 8,210만 달러 적자로 전환되었습니다. 유동성은 1억 600만 달러 현금과 6억 달러 회전 신용 한도로 구성되며, 이 중 2억 3,500만 달러가 사용 중입니다(재무제약조건: 순부채/EBITDA ≤ 5.5배).
- 2분기 부문 구성: 지속가능 및 접착 솔루션(SAS) 3억 2,100만 달러, 여과 및 첨단 소재(FAM) 2억 440만 달러.
- 총이익률 19.8% (전년 20.8% 대비 감소); 판매관리비는 전년 대비 12% 감소.
- 구조조정 비용 380만 달러(이전 1,180만 달러); 추가로 최대 200만 달러 예상.
- 배당금 주당 0.10달러 유지; 발행 주식수 5,465만 주(2025년 8월 4일 기준).
경영진은 다년간 재정비를 진행 중이나, 상당한 손상차손과 높은 레버리지로 인해 실수에 대한 여지가 적습니다.
Faits marquants du 10-Q du T2 2025 de Mativ Holdings (MATV)
Le chiffre d'affaires net est resté quasiment stable à 525,4 M$ (+0,3 % en glissement annuel). Le contrôle des coûts a porté le résultat opérationnel à 20,1 M$ (contre 10,5 M$), mais les charges d'intérêts de 18,6 M$ et un taux d'imposition effectif de 45 % ont entraîné une perte nette trimestrielle de 9,5 M$. Une dépréciation du goodwill de 411,9 M$ au premier trimestre a conduit à une perte semestrielle de 435,0 M$. Les flux de trésorerie d'exploitation se sont améliorés à 41,7 M$ depuis le début de l'année malgré la perte, aidés par une libération de fonds de roulement de 11,1 M$.
La structure financière est fortement endettée : dette à long terme de 1,09 Md$ contre 416,6 M$ de capitaux propres ; coût moyen pondéré de l'endettement à 7,42 %. Le goodwill est tombé à 57,5 M$ après la dépréciation du segment FAM et les bénéfices non distribués sont passés à un déficit de 282,1 M$. La liquidité se compose de 106 M$ en trésorerie et d'une ligne de crédit renouvelable de 600 M$, dont 235 M$ sont utilisés (covenant ≤5,5× dette nette/EBITDA).
- Répartition par segment T2 : Solutions Durables & Adhésives (SAS) 321,0 M$, Filtration & Matériaux Avancés (FAM) 204,4 M$.
- Marge brute de 19,8 % contre 20,8 % l’an dernier ; frais SG&A en baisse de 12 % en glissement annuel.
- Charge de restructuration de 3,8 M$ (contre 11,8 M$) ; jusqu’à 2 M$ supplémentaires attendus.
- Dividendes maintenus à 0,10 $/action ; 54,65 M d’actions en circulation (4 août 2025).
La direction mène une réorganisation pluriannuelle, mais l’importante dépréciation et l’endettement élevé limitent la marge d’erreur.
Mativ Holdings (MATV) Q2 2025 10-Q Highlights
Der Nettoumsatz blieb mit 525,4 Mio. USD praktisch unverändert (+0,3 % im Jahresvergleich). Kostenkontrollen hoben den operativen Gewinn auf 20,1 Mio. USD (vorher 10,5 Mio. USD), jedoch führten Zinsaufwendungen von 18,6 Mio. USD und ein effektiver Steuersatz von 45 % zu einem Quartalsnettoverlust von 9,5 Mio. USD. Eine Goodwill-Abschreibung von 411,9 Mio. USD im ersten Quartal trieb den Halbjahresverlust auf 435,0 Mio. USD. Der operative Cashflow verbesserte sich trotz des Verlusts auf 41,7 Mio. USD seit Jahresbeginn, unterstützt durch eine Freisetzung des Working Capitals von 11,1 Mio. USD.
Die Bilanzverschuldung ist hoch: Langfristige Schulden von 1,09 Mrd. USD gegenüber 416,6 Mio. USD Eigenkapital; gewichtete durchschnittliche Kreditkosten von 7,42 %. Der Goodwill sank nach der Wertminderung im FAM-Segment auf 57,5 Mio. USD, und die einbehaltenen Gewinne drehten sich in ein Defizit von 282,1 Mio. USD. Die Liquidität besteht aus 106 Mio. USD Bargeld und einer revolvierenden Kreditlinie von 600 Mio. USD, von der 235 Mio. USD in Anspruch genommen sind (Kovenant ≤5,5× Nettoverschuldung/EBITDA).
- Segmentmix Q2: Sustainable & Adhesive Solutions (SAS) 321,0 Mio. USD, Filtration & Advanced Materials (FAM) 204,4 Mio. USD.
- Bruttomarge 19,8 % gegenüber 20,8 % im Vorjahr; SG&A um 12 % gesenkt.
- Restrukturierungsaufwand 3,8 Mio. USD (vorher 11,8 Mio. USD); weitere ≤2 Mio. USD erwartet.
- Dividenden bei 0,10 USD pro Aktie gehalten; 54,65 Mio. Aktien ausstehend (4. August 2025).
Das Management setzt eine mehrjährige Neuausrichtung um, doch die erhebliche Abschreibung und die hohe Verschuldung lassen wenig Spielraum für Fehler.
Positive
- Operating profit doubled YoY to $20.1 m despite flat sales, indicating early success of cost-reduction initiatives.
- Cash from operations rose to $41.7 m YTD, providing liquidity even after dividend payments.
- Restructuring charges declined to $3.8 m from $11.8 m, suggesting lower future drag on earnings.
Negative
- $411.9 m goodwill impairment erased virtually all FAM goodwill and drove a six-month net loss of $(435) m.
- Leverage remains high: $1.09 bn long-term debt vs $417 m equity; weighted interest rate 7.42%.
- Gross margin compressed by 100 bps YoY to 19.8%, reflecting pricing or mix pressures.
- Retained earnings turned negative ($(282.1) m), limiting future dividend flexibility and covenant cushion.
Insights
TL;DR: Improved operations overshadowed by heavy impairment and leverage; equity story remains challenged.
Revenue stability and a near-doubling of operating profit show early benefits from cost initiatives, yet the full goodwill write-off in FAM signals weaker long-term cash-flow expectations. Six-month EPS of $(7.98) versus $(0.54) evidences the impact. Equity has shrunk 51% since December, pushing debt-to-equity above 2.6×. With interest expense consuming 92% of operating profit this quarter, sustained margin expansion or deleveraging is critical before the 2027 term-loan maturity wall. Shares may remain range-bound until investors regain confidence in sustainable earnings growth.
TL;DR: Covenants intact but thin headroom; refinancing risk rises if execution falters.
MATV’s 7.42% blended cost and $1.11 bn debt stack leave interest coverage at a slim 1.1× for the quarter (EBIT/Interest). The 5.50× net-debt/EBITDA covenant was met, yet the impairment reduced equity buffers and pushes adjusted leverage above 4.5× on our run-rate model. Cash generation is adequate near-term, but $589 m of facilities mature in 2027; successful asset rationalization and EBITDA growth are required to refinance on acceptable terms. The unsecured 8.0% 2029 notes now trade at ~91 (yield ≈9.5%), reflecting rising credit risk.
Mativ Holdings (MATV) Q2 2025 evidenze del 10-Q
Le vendite nette sono rimaste sostanzialmente stabili a 525,4 milioni di dollari (+0,3% su base annua). Il controllo dei costi ha portato l'utile operativo a 20,1 milioni di dollari (rispetto a 10,5 milioni), ma gli interessi passivi di 18,6 milioni e un'aliquota fiscale effettiva del 45% hanno generato una perdita netta trimestrale di 9,5 milioni di dollari. Una svalutazione dell'avviamento di 411,9 milioni nel primo trimestre ha contribuito a una perdita semestrale di 435,0 milioni. Il flusso di cassa operativo è migliorato a 41,7 milioni da inizio anno nonostante la perdita, grazie a un rilascio del capitale circolante di 11,1 milioni.
La leva finanziaria è elevata: debito a lungo termine di 1,09 miliardi contro 416,6 milioni di patrimonio netto; costo medio ponderato del debito al 7,42%. L'avviamento è sceso a 57,5 milioni dopo la svalutazione del segmento FAM e gli utili trattenuti sono passati a un deficit di 282,1 milioni. La liquidità comprende 106 milioni in contanti e una linea di credito revolving da 600 milioni, di cui 235 milioni utilizzati (covenant ≤5,5× rapporto debito netto/EBITDA).
- Composizione segmenti Q2: Soluzioni Sostenibili e Adhesive (SAS) 321,0 milioni, Filtrazione e Materiali Avanzati (FAM) 204,4 milioni.
- Margine lordo 19,8% rispetto al 20,8% dell'anno precedente; spese SG&A diminuite del 12% su base annua.
- Accantonamento per ristrutturazione di 3,8 milioni (precedentemente 11,8 milioni); ulteriori spese fino a 2 milioni previste.
- Dividendi confermati a 0,10 dollari per azione; 54,65 milioni di azioni in circolazione (4 agosto 2025).
La direzione sta portando avanti un riallineamento pluriennale, ma la significativa svalutazione e l’elevata leva finanziaria riducono il margine di errore.
Aspectos destacados del 10-Q del Q2 2025 de Mativ Holdings (MATV)
Las ventas netas se mantuvieron prácticamente estables en 525,4 millones de dólares (+0,3% interanual). El control de costos elevó la ganancia operativa a 20,1 millones (frente a 10,5 millones), pero los gastos por intereses de 18,6 millones y una tasa impositiva efectiva del 45% resultaron en una pérdida neta trimestral de 9,5 millones. Una amortización de goodwill de 411,9 millones en el primer trimestre llevó la pérdida semestral a 435,0 millones. El flujo de caja operativo mejoró a 41,7 millones en lo que va del año a pesar de la pérdida, impulsado por una liberación de capital de trabajo de 11,1 millones.
El apalancamiento del balance es alto: deuda a largo plazo de 1,09 mil millones frente a 416,6 millones en patrimonio; costo promedio ponderado de endeudamiento del 7,42%. El goodwill bajó a 57,5 millones tras el deterioro del segmento FAM y las ganancias retenidas pasaron a un déficit de 282,1 millones. La liquidez incluye 106 millones en efectivo y una línea revolvente de 600 millones, de los cuales 235 millones están usados (covenant ≤5,5× deuda neta/EBITDA).
- Composición por segmento Q2: Soluciones Sostenibles y Adhesivas (SAS) 321,0 millones, Filtración y Materiales Avanzados (FAM) 204,4 millones.
- Margen bruto 19,8% vs 20,8% año anterior; gastos SG&A bajaron 12% interanual.
- Gasto por reestructuración de 3,8 millones (antes 11,8 millones); se esperan hasta 2 millones adicionales.
- Dividendos mantenidos en 0,10 dólares por acción; 54,65 millones de acciones en circulación (4 de agosto de 2025).
La dirección está ejecutando una realineación plurianual, pero la importante amortización y el apalancamiento limitan el margen de error.
Mativ Holdings (MATV) 2025년 2분기 10-Q 주요 내용
순매출은 전년 대비 0.3% 증가한 5억 2,540만 달러로 거의 변동이 없었습니다. 비용 관리로 영업이익은 2,010만 달러(이전 분기 1,050만 달러)로 증가했으나, 이자 비용 1,860만 달러와 45%의 유효 세율로 인해 분기 순손실은 950만 달러를 기록했습니다. 1분기 4억 1,190만 달러의 영업권 손상차손으로 인해 6개월 누적 손실은 4억 3,500만 달러에 달했습니다. 손실에도 불구하고 영업활동 현금흐름은 4,170만 달러로 개선되었으며, 1,110만 달러의 운전자본 해제로 지원받았습니다.
재무구조의 레버리지는 높습니다: 장기 부채 10억 9,000만 달러에 비해 자본은 4억 1,660만 달러이며, 가중평균 차입비용은 7.42%입니다. FAM 부문 손상차손 후 영업권은 5,750만 달러로 감소했고, 이익잉여금은 2억 8,210만 달러 적자로 전환되었습니다. 유동성은 1억 600만 달러 현금과 6억 달러 회전 신용 한도로 구성되며, 이 중 2억 3,500만 달러가 사용 중입니다(재무제약조건: 순부채/EBITDA ≤ 5.5배).
- 2분기 부문 구성: 지속가능 및 접착 솔루션(SAS) 3억 2,100만 달러, 여과 및 첨단 소재(FAM) 2억 440만 달러.
- 총이익률 19.8% (전년 20.8% 대비 감소); 판매관리비는 전년 대비 12% 감소.
- 구조조정 비용 380만 달러(이전 1,180만 달러); 추가로 최대 200만 달러 예상.
- 배당금 주당 0.10달러 유지; 발행 주식수 5,465만 주(2025년 8월 4일 기준).
경영진은 다년간 재정비를 진행 중이나, 상당한 손상차손과 높은 레버리지로 인해 실수에 대한 여지가 적습니다.
Faits marquants du 10-Q du T2 2025 de Mativ Holdings (MATV)
Le chiffre d'affaires net est resté quasiment stable à 525,4 M$ (+0,3 % en glissement annuel). Le contrôle des coûts a porté le résultat opérationnel à 20,1 M$ (contre 10,5 M$), mais les charges d'intérêts de 18,6 M$ et un taux d'imposition effectif de 45 % ont entraîné une perte nette trimestrielle de 9,5 M$. Une dépréciation du goodwill de 411,9 M$ au premier trimestre a conduit à une perte semestrielle de 435,0 M$. Les flux de trésorerie d'exploitation se sont améliorés à 41,7 M$ depuis le début de l'année malgré la perte, aidés par une libération de fonds de roulement de 11,1 M$.
La structure financière est fortement endettée : dette à long terme de 1,09 Md$ contre 416,6 M$ de capitaux propres ; coût moyen pondéré de l'endettement à 7,42 %. Le goodwill est tombé à 57,5 M$ après la dépréciation du segment FAM et les bénéfices non distribués sont passés à un déficit de 282,1 M$. La liquidité se compose de 106 M$ en trésorerie et d'une ligne de crédit renouvelable de 600 M$, dont 235 M$ sont utilisés (covenant ≤5,5× dette nette/EBITDA).
- Répartition par segment T2 : Solutions Durables & Adhésives (SAS) 321,0 M$, Filtration & Matériaux Avancés (FAM) 204,4 M$.
- Marge brute de 19,8 % contre 20,8 % l’an dernier ; frais SG&A en baisse de 12 % en glissement annuel.
- Charge de restructuration de 3,8 M$ (contre 11,8 M$) ; jusqu’à 2 M$ supplémentaires attendus.
- Dividendes maintenus à 0,10 $/action ; 54,65 M d’actions en circulation (4 août 2025).
La direction mène une réorganisation pluriannuelle, mais l’importante dépréciation et l’endettement élevé limitent la marge d’erreur.
Mativ Holdings (MATV) Q2 2025 10-Q Highlights
Der Nettoumsatz blieb mit 525,4 Mio. USD praktisch unverändert (+0,3 % im Jahresvergleich). Kostenkontrollen hoben den operativen Gewinn auf 20,1 Mio. USD (vorher 10,5 Mio. USD), jedoch führten Zinsaufwendungen von 18,6 Mio. USD und ein effektiver Steuersatz von 45 % zu einem Quartalsnettoverlust von 9,5 Mio. USD. Eine Goodwill-Abschreibung von 411,9 Mio. USD im ersten Quartal trieb den Halbjahresverlust auf 435,0 Mio. USD. Der operative Cashflow verbesserte sich trotz des Verlusts auf 41,7 Mio. USD seit Jahresbeginn, unterstützt durch eine Freisetzung des Working Capitals von 11,1 Mio. USD.
Die Bilanzverschuldung ist hoch: Langfristige Schulden von 1,09 Mrd. USD gegenüber 416,6 Mio. USD Eigenkapital; gewichtete durchschnittliche Kreditkosten von 7,42 %. Der Goodwill sank nach der Wertminderung im FAM-Segment auf 57,5 Mio. USD, und die einbehaltenen Gewinne drehten sich in ein Defizit von 282,1 Mio. USD. Die Liquidität besteht aus 106 Mio. USD Bargeld und einer revolvierenden Kreditlinie von 600 Mio. USD, von der 235 Mio. USD in Anspruch genommen sind (Kovenant ≤5,5× Nettoverschuldung/EBITDA).
- Segmentmix Q2: Sustainable & Adhesive Solutions (SAS) 321,0 Mio. USD, Filtration & Advanced Materials (FAM) 204,4 Mio. USD.
- Bruttomarge 19,8 % gegenüber 20,8 % im Vorjahr; SG&A um 12 % gesenkt.
- Restrukturierungsaufwand 3,8 Mio. USD (vorher 11,8 Mio. USD); weitere ≤2 Mio. USD erwartet.
- Dividenden bei 0,10 USD pro Aktie gehalten; 54,65 Mio. Aktien ausstehend (4. August 2025).
Das Management setzt eine mehrjährige Neuausrichtung um, doch die erhebliche Abschreibung und die hohe Verschuldung lassen wenig Spielraum für Fehler.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| For the quarterly period ended | |||||||||||
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. | |||||
| For the transition period from __________________to __________________ | |||||
(Commission file number)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
1-770 -569-4229
(Registrant’s telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||
| 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. ☐ | |||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The Company had 54,672,519 shares of common stock outstanding as of August 4, 2025.
MATIV HOLDINGS, INC.
TABLE OF CONTENTS
| Page | |||||||||||
| Part I. - Financial Information | |||||||||||
| Item 1. | Financial Statements | 2 | |||||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 | |||||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 41 | |||||||||
| Item 4. | Controls and Procedures | 41 | |||||||||
| Part II. - Other Information | |||||||||||
| Item 1. | Legal Proceedings | 43 | |||||||||
| Item 1A. | Risk Factors | 43 | |||||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 43 | |||||||||
| Item 3. | Defaults Upon Senior Securities | 43 | |||||||||
| Item 4. | Mine Safety Disclosures | 43 | |||||||||
| Item 5. | Other Information | 43 | |||||||||
| Item 6. | Exhibits | 44 | |||||||||
Signatures | 45 | ||||||||||
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in millions, except per share amounts)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
Gross profit | |||||||||||||||||||||||
| Selling and general expense | |||||||||||||||||||||||
| Research and development expense | |||||||||||||||||||||||
| Intangible asset amortization expense | |||||||||||||||||||||||
| Total nonmanufacturing expenses | |||||||||||||||||||||||
| Goodwill impairment expense | |||||||||||||||||||||||
| Restructuring and other impairment expense | |||||||||||||||||||||||
Operating profit (loss) | ( | ( | |||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
Other income (expense), net | ( | ( | |||||||||||||||||||||
Income (loss) before income taxes | ( | ( | ( | ||||||||||||||||||||
Income tax expense (benefit), net | ( | ( | ( | ||||||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Net loss per share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
2
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in millions)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
Unrealized loss on derivative instruments | ( | ( | ( | ( | |||||||||||||||||||
Net gain (loss) from postretirement benefit plans | ( | ( | |||||||||||||||||||||
Other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||
Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except per share amounts)
(Unaudited)
June 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Accounts receivable, net | |||||||||||
| Inventories, net | |||||||||||
| Income taxes receivable | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Finance lease right-of-use assets | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Deferred income tax benefits | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current debt | $ | $ | |||||||||
| Finance lease liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Accounts payable | |||||||||||
| Income taxes payable | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Finance lease liabilities, noncurrent | |||||||||||
| Operating lease liabilities, noncurrent | |||||||||||
| Pension and other postretirement benefits | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in-capital | |||||||||||
Retained earnings (accumulated deficit) | ( | ||||||||||
Accumulated other comprehensive income, net of tax | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in millions, except per share amounts)
(Unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income | ||||||||||||||||||||||||||||||||
| Shares | Amount | Total | |||||||||||||||||||||||||||||||||
Balance, March 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Restricted stock issuances, net | — | — | — | — | — | ||||||||||||||||||||||||||||||
Stock-based employee compensation expense(1) | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock issued to directors as compensation | — | — | — | ||||||||||||||||||||||||||||||||
Balance, June 30, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Balance, March 31, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Issuances of common stock under stock-based compensation plan | — | — | — | ||||||||||||||||||||||||||||||||
Stock-based employee compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock issued to directors as compensation | — | — | — | ||||||||||||||||||||||||||||||||
| Shares withheld for employee taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Balance, June 30, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||
(1)Includes the impact of the equity-to-liability modification of certain restricted stock awards. | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in millions, except per share amounts)
(Unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Total | |||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2023 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Restricted stock issuances, net | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Stock-based employee compensation expense(1) | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock issued to directors as compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Shares withheld for employee taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
Balance, June 30, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
Balance, December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Restricted stock issuances, net | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Stock-based employee compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock issued to directors as compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Deferred compensation directors stock trust | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Shares withheld for employee taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
Balance, June 30, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
(1)Includes the impact of the equity-to-liability modification of certain restricted stock awards. | |||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating | |||||||||||
Net loss | $ | ( | $ | ( | |||||||
Adjustments to reconcile Net loss to Net cash provided by operations: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of deferred issuance costs | |||||||||||
Goodwill impairment | |||||||||||
Other impairments | |||||||||||
| Deferred income tax | ( | ( | |||||||||
| Pension and other postretirement benefits | ( | ( | |||||||||
| Stock-based compensation | |||||||||||
Loss on sale of assets | |||||||||||
(Gain) loss on foreign currency transactions | ( | ||||||||||
| Other non-cash items | |||||||||||
| Other operating | ( | ( | |||||||||
| Changes in operating working capital, net of assets acquired: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | |||||||||||
| Prepaid expenses | ( | ( | |||||||||
| Accounts payable and other current liabilities | |||||||||||
| Accrued income taxes | |||||||||||
| Net changes in operating working capital | ( | ( | |||||||||
Net cash provided by operations | |||||||||||
| Investing | |||||||||||
| Capital spending | ( | ( | |||||||||
| Proceeds from sale of assets | |||||||||||
Cash received from (paid on) settlement of cross-currency swap contracts | ( | ||||||||||
| Other investing | ( | ||||||||||
Net cash used in investing of: | |||||||||||
| Continuing operations | ( | ( | |||||||||
| Discontinued operations | ( | ||||||||||
Net cash used in investing | ( | ( | |||||||||
7
MATIV HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Financing | |||||||||||
| Cash dividends paid | ( | ( | |||||||||
| Proceeds from long-term debt | |||||||||||
| Payments on long-term debt | ( | ( | |||||||||
| Payments on financing lease obligations | ( | ( | |||||||||
Shares withheld for employee taxes | ( | ( | |||||||||
Net cash provided by (used in) financing | ( | ||||||||||
Effect of exchange rate changes on Cash and cash equivalents and Restricted cash | ( | ||||||||||
Increase in Cash and cash equivalents and Restricted cash | |||||||||||
Cash and cash equivalents and Restricted cash at beginning of period | |||||||||||
Cash and cash equivalents and Restricted cash at end of period | $ | $ | |||||||||
| Supplemental Cash Flow Disclosures | |||||||||||
| Cash paid for interest, net | $ | $ | |||||||||
| Cash paid for taxes, net | $ | $ | |||||||||
Capital spending in Accounts payable and Accrued expenses and other current liabilities | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. General
Nature of Business
Organization and operations - Mativ Holdings, Inc. ("Mativ," "we," "our," or the "Company") is a global leader in specialty materials, solving our customers’ most complex challenges by engineering bold, innovative solutions that connect, protect, and purify our world. Mativ manufactures globally through our family of business-to-business and consumer product brands. Mativ targets premium applications across diversified and growing end-markets, from filtration to healthcare to sustainable packaging and more. Our broad portfolio of technologies combines polymers, fibers, and resins to optimize the performance of our customers’ products across multiple stages of the value chain.
The Engineered Papers business ("EP business"), sold in November 2023 (the "EP Divestiture"), is presented as a discontinued operation where applicable. The unaudited condensed consolidated financial statements and the notes thereto, unless otherwise indicated, are on a continuing operations basis.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and the notes thereto have been prepared in accordance with the instructions on Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission ("SEC") and do not include all the information and disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). However, such information reflects all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods.
The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated financial statements and these notes thereto included herein should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 27, 2025.
Reclassifications
Use of Estimates
The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the revenues and expenses during the reporting period. Actual results could differ significantly from these estimates. The significant estimates underlying our unaudited condensed consolidated financial statements include, but are not limited to, inventory valuation, goodwill valuation, useful lives of tangible and intangible assets, equity-based compensation, derivatives, receivables valuation, pension, postretirement and other benefits, taxes and contingencies.
9
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendment enhances reportable segment disclosure requirements, primarily regarding significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of other segment items and expanded interim disclosures that align with those required annually, among other provisions. The amendments in this ASU became effective on a retrospective basis for annual periods beginning January 1, 2024, and interim periods within those annual periods beginning January 1, 2025. The adoption of this standard is reflected in Note 14. Segment Information.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The amendment enhances income tax disclosure requirements, particularly regarding the effective tax rate reconciliation and income taxes paid. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024. We do not expect the adoption of this accounting standard to have an impact on our consolidated financial statements, but this standard will require certain additional disclosures.
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures." The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.
Note 2. Revenue Recognition
The Company recognizes revenues when control of a product is transferred to the customer. Control is transferred when the products are shipped from one of the Company’s manufacturing facilities to the customer. Any freight costs billed to and paid by a customer are included in Net sales. The cost the Company pays to deliver finished goods to our customers is recorded as a component of Cost of products sold. These costs include the amounts paid to a third party to deliver the finished goods.
Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, which generally occurs when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Generally, the Company considers collectability of amounts due under a contract to be probable upon inception of a sale based on an evaluation of the credit worthiness of each customer. If collectability is not considered to be probable, the Company defers recognition of revenue on satisfied performance obligations until the uncertainty is resolved. We record estimates for credit losses based on our expectations for the collectability of amounts due from customers, considering historical collections, expectations for future activity and other discrete events as applicable.
Variable consideration, such as discounts or price concessions, is set forth in the terms of the contract at inception and is included in the assessment of the transaction price at the outset of the arrangement. The transaction price is allocated to the individual performance obligations due under the contract based on the relative stand-alone fair value of the performance obligations identified in the contract. The Company typically uses an observable price to determine the stand-alone selling price for separate performance obligations.
10
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company does not typically include extended payment terms or significant financing components in its contracts with customers. Certain sales contracts may include cash-based incentives (volume rebates or credits), which are accounted for as variable consideration. We estimate these amounts at least quarterly based on the expected forecast quantities to be provided to customers and adjust revenues recognized accordingly. Incidental items that are immaterial in the context of the contract are recognized as expense in the period incurred. The Company generally expenses sales commissions when incurred because the amortization period is one year or less. These costs are recorded within Selling and general expense. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less and contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. As a practical expedient, the Company treats shipping and handling activities that occur after control of the good transfers as fulfillment activities, and therefore, does not account for shipping and handling costs as a separate performance obligation.
Net sales are attributed to the following geographic locations of the Company’s direct customers during the three months ended June 30, 2025 and 2024 were as follows (in millions):
Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
FAM | SAS | Total | FAM | SAS | Total | ||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Europe | |||||||||||||||||||||||||||||||||||
| Asia-Pacific | |||||||||||||||||||||||||||||||||||
| Americas (excluding U.S.) | |||||||||||||||||||||||||||||||||||
| Other foreign countries | |||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Net sales are attributed to the following geographic locations of the Company’s direct customers during the six months ended 2025 and 2024 were as follows (in millions):
| Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
FAM | SAS | Total | FAM | SAS | Total | ||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Europe | |||||||||||||||||||||||||||||||||||
| Asia-Pacific | |||||||||||||||||||||||||||||||||||
| Americas (excluding U.S.) | |||||||||||||||||||||||||||||||||||
| Other foreign countries | |||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Net sales as a percentage by product category for the business were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Filtration & netting | % | % | % | % | |||||||||||||||||||
Advanced films | % | % | % | % | |||||||||||||||||||
Tapes, labels & liners | % | % | % | % | |||||||||||||||||||
Paper & packaging | % | % | % | % | |||||||||||||||||||
Healthcare & other | % | % | % | % | |||||||||||||||||||
| Net sales | % | % | % | % | |||||||||||||||||||
11
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
FAM is focused primarily on filtration media and components, advanced films, coating and converting solutions, and extruded mesh products. The FAM segment supplies customers directly, serving a diverse set of generally high-growth end markets.
Filtration & netting – includes high efficiency filtration media and components used in transportation applications, water filtration, industrial processes, life science, HVAC, and air pollution control, as well as extruded mesh products used in agriculture, and various packaging applications.
Advanced films – includes paint protection films used in the transportation aftermarket channel, optical films for glass and glazing applications, interlayer films and lamination for ballistic resistance, medical films and composites for advanced wound care and consumer products, security glass, high-performance graphic substrates, and emerging smart glass applications.
SAS is focused primarily on tapes, labels, liners, specialty paper, packaging and healthcare solutions. The SAS segment supplies customers through distribution and directly, serving growing and mature end markets.
Tapes, labels & liners – includes substrates for tapes used in building & construction, infrastructure, DIY, athletic, and industrial applications, substrates critical to protection and adhesive separation (including release liners and carriers) for applications in the personal care, label, tape, industrial, graphic arts, composites, and medical categories, as well as performance labels, and cable wrapping.
Paper & packaging – includes premium printing and other specialty papers and packaging applications used for print collateral, advertising, direct mail, product packaging, graphics, wallpaper, and education, as well as consumer office, stationery and craft papers sold to large retailers, for small business, personal use and educational applications.
Healthcare & other – includes advanced wound care, consumer wellness, device fixation, medical packaging, as well as a wide range of other solutions and applications.
Transfer of Receivables
On December 23, 2022, and further amended on October 20, 2023, the Company entered into an accounts receivables sales agreement (the "Receivables Sales Agreement") to sell certain trade receivables arising from revenue transactions of the Company's U.S. subsidiaries on a revolving basis. The maximum funding commitment of the Receivables Sales Agreement is $175.0 million. The agreement has an initial term of three years and can be renewed.
In connection with the Receivables Sales Agreement, the Company formed a separate bankruptcy-remote special purpose entity ("SPE"), which is a wholly owned and controlled subsidiary. The Company continuously transfers receivables to the SPE and the SPE transfers ownership and control of certain receivables that meet certain qualifying conditions to a third-party financial institution in exchange for cash. Certain receivables are held by the SPE and are pledged to secure the collectability of the sold receivables.
The amount of receivables pledged as collateral as of June 30, 2025 and December 31, 2024 was $30.1 million and $28.7 million, respectively. The SPE incurs fees due to the third-party financial institution related to accounts receivable sales transactions.
The Company has continuing involvement with the receivables transferred by the SPE to the third-party financial institution by providing collection services.
12
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company also participates in uncommitted trade accounts receivable sales programs ("Reverse Receivables Programs") under which certain trade receivables are sold, without recourse, to a third-party financial institution in exchange for cash. The Company does not retain any interest in or continuing involvement with the invoices after they are sold. The invoices are sold at face value, less a transaction fee.
The Company accounts for transactions under the Receivables Sales Agreement and Reverse Receivables Programs as sales of financial assets, with the associated receivables derecognized from the Company’s unaudited Condensed Consolidated Balance Sheets. Total fees related to the Receivables Sales Agreement and Reverse Receivables Programs are considered to be a loss on the sale of financial assets. Continuous cash activity related to the Receivables Sales Agreement and Reverse Receivables Programs is reflected in cash from operating activities in the unaudited Condensed Consolidated Statements of Cash Flows.
The following table summarizes the activity under the Receivables Sales Agreement and Reverse Receivables Programs (in millions):
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Trade accounts receivable sold to financial institutions | $ | $ | |||||||||
| Cash proceeds from financial institutions | |||||||||||
Note 3. Other Comprehensive Income (Loss)
Comprehensive loss includes Net loss, as well as items charged directly to stockholders' equity, which are excluded from Net loss. The Company has presented Comprehensive loss in the unaudited Condensed Consolidated Statements of Comprehensive Loss. Reclassification adjustments of derivative instruments from Accumulated other comprehensive income, net of tax are presented in Other income (expense), net or Interest expense in the unaudited Condensed Consolidated Statements of Income (Loss). Refer to Note 10. Derivatives for additional information. Amortization of accumulated pension and other post-employment benefit ("OPEB") liabilities are included in the computation of net pension and OPEB costs, which are discussed in Note 12. Postretirement and Other Benefits.
Components of Accumulated other comprehensive income, net of tax, were as follows (in millions):
June 30, 2025 | December 31, 2024 | ||||||||||
Accumulated pension and OPEB liability adjustments, net of income tax benefit of $ | $ | ( | $ | ( | |||||||
Accumulated unrealized gain on derivative instruments, net of income tax expense of $ | |||||||||||
Accumulated unrealized foreign currency translation adjustments, net of income tax benefit of $ | |||||||||||
Accumulated other comprehensive income, net of tax | $ | $ | |||||||||
13
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Changes in the components of Accumulated other comprehensive income, net of tax, were as follows (in millions):
| Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Pre-tax | Tax | Net of Tax | Pre-tax | Tax | Net of Tax | ||||||||||||||||||||||||||||||
| Pension and OPEB liability adjustments | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
| Derivative instrument adjustments | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Unrealized foreign currency translation adjustments | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Pre-tax | Tax | Net of Tax | Pre-tax | Tax | Net of Tax | ||||||||||||||||||||||||||||||
| Pension and OPEB liability adjustments | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Derivative instrument adjustments | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Unrealized foreign currency translation adjustments | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
Note 4. Net Loss Per Share
The Company uses the two-class method to calculate Net loss per share. The Company has granted restricted stock that contains non-forfeitable rights to dividends on unvested shares. Since these unvested shares are considered participating securities under the two-class method, the Company allocates loss per share to common stock and participating securities according to dividends declared and participation rights in undistributed earnings.
Diluted net loss per common share is computed based on Net loss divided by the weighted average number of common and potential common shares outstanding. Potential common shares during the respective periods are those related to dilutive stock-based compensation, including long-term stock-based incentive compensation and directors’ accumulated deferred stock compensation, which may be received by the directors in the form of stock or cash.
14
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A reconciliation of the average number of common and potential common shares outstanding used in the calculations of basic and diluted net loss per share follows (in millions, shares in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator (basic and diluted): | |||||||||||||||||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Less: Dividends to participating securities | ( | ( | ( | ( | |||||||||||||||||||
Net loss attributable to Common Stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Average number of common shares outstanding | |||||||||||||||||||||||
Effect of dilutive stock-based compensation(1) | |||||||||||||||||||||||
| Average number of common and potential common shares outstanding | |||||||||||||||||||||||
Note 5. Inventories, Net
Inventories, net are valued at the lower of cost (using the first-in, first-out and weighted average methods) or net realizable value. The Company's costs included in inventory primarily include resins, pulp, chemicals, direct labor, utilities, maintenance, depreciation, finishing supplies and an allocation of certain overhead costs. Machine start-up costs or unplanned machine shutdowns are expensed in the period incurred and are not reflected in inventory. The Company reviews inventories at least quarterly to determine the necessity of write-offs for excess, obsolete or unsalable inventory. The Company estimates write-offs for inventory obsolescence and shrinkage based on its judgment of future realization. These reviews require the Company to assess customer and market demand. There were no material inventory write-offs during the three and six months ended June 30, 2025 and 2024.
The following table summarizes inventories by major class (in millions):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Supplies and other | |||||||||||
| Total inventories | $ | $ | |||||||||
15
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 6. Goodwill
The changes in the carrying amount of goodwill by reportable segment were as follows (in millions):
| FAM | SAS | Total | |||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | ||||||||||||||
| Goodwill impairment | ( | ( | |||||||||||||||
| Foreign currency translation | |||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | ||||||||||||||
Accumulated impairment loss for the FAM segment was $411.9 million as of June 30, 2025. Accumulated impairment loss for the SAS segment was $401.0 million as of June 30, 2025.
During the first quarter of 2025, primarily in response to a sustained decline in the Company's share price, an interim quantitative goodwill impairment test was performed.
The fair value of a reporting unit is determined based on an income approach, utilizing estimated future cash flows discounted at a rate commensurate with the risk involved. This approach considers significant assumptions including projections of future performance, specifically our ability to sustain and grow market share at forecasted margins. It also includes significant assumptions regarding the rate a market participant would use to discount those cash flows. Changes in these assumptions could have a significant impact on the assessment of fair value. The fair value of each reporting unit was estimated using the income approach; however, management also evaluated the fair value under the market approach to ensure the reasonableness of the estimated fair values.
While significant estimates and assumptions related to forecasted future cash flows used in the March 1, 2025, interim impairment test were generally aligned with those used in the annual impairment test performed as of October 1, 2024, the discount rate for the FAM reporting unit which is aligned with the operating and reportable segment, was increased to 14 %, to reflect a market participant view of additional risk associated with achieving forecasted cash flows in the growing end markets with which FAM is aligned. The interim impairment test resulted in a full impairment of all goodwill attributable to the FAM reporting unit.
The fair value of the SAS reporting unit, also aligned with the operating and reportable segment, was estimated to exceed its carrying value by approximately 6 % as of March 1, 2025. Forecasted cash flows for SAS are primarily aligned with both growing and mature end markets, therefore it is subject to less risk than FAM. The interim impairment test for SAS utilized a discount and long-term growth rates of 10.5 % and 2 %, respectively.
16
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 7. Intangible Assets
The gross carrying amount and accumulated amortization for intangible assets as of June 30, 2025 consisted of the following (in millions):
| June 30, 2025 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Amortized Intangible Assets | |||||||||||||||||
| Customer relationships | $ | $ | $ | ||||||||||||||
| Acquired and developed technology | |||||||||||||||||
| Trade names | |||||||||||||||||
| Non-compete agreements | |||||||||||||||||
| Patents | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
The gross carrying amount and accumulated amortization for intangible assets as of December 31, 2024 consisted of the following (in millions):
| December 31, 2024 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Amortized Intangible Assets | |||||||||||||||||
| Customer relationships | $ | $ | $ | ||||||||||||||
| Acquired and developed technology | |||||||||||||||||
| Trade names | |||||||||||||||||
| Non-compete agreements | |||||||||||||||||
| Patents | |||||||||||||||||
Total | $ | $ | $ | ||||||||||||||
17
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 8. Restructuring and Other Impairment Activities
In January 2024, we announced an organizational realignment initiative (the "Plan") that is expected to streamline organizational size and complexity and leverage business critical resources to enhance customer support and reduce overhead cost. Restructuring and other impairment expenses related to the Plan were comprised primarily of severance charges. Activities associated with a first wave of the Plan were completed during 2024, with additional initiatives expected through 2026. Restructuring activities associated with the current initiative are expected to be completed during 2025 with additional costs comprised primarily of severance and not expected to exceed $2.0 million.
Assets held for sale of $5.0 million and $10.3 million were included in Other current assets as of June 30, 2025 and December 31, 2024, respectively.
The following table summarizes total restructuring and other impairment expense (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Filtration and Advanced Materials(1) | |||||||||||||||||||||||
| Severance and termination benefits | $ | $ | $ | $ | |||||||||||||||||||
| Other exit costs | |||||||||||||||||||||||
| FAM restructuring expense | |||||||||||||||||||||||
Sustainable and Adhesive Solutions(2) | |||||||||||||||||||||||
| Severance and termination benefits | |||||||||||||||||||||||
| Other exit costs | |||||||||||||||||||||||
| SAS restructuring expense | |||||||||||||||||||||||
| Unallocated | |||||||||||||||||||||||
| Severance and termination benefits | |||||||||||||||||||||||
| Other exit costs | |||||||||||||||||||||||
| Unallocated restructuring expense | |||||||||||||||||||||||
| Total restructuring expense | |||||||||||||||||||||||
| Filtration and Advanced Materials | |||||||||||||||||||||||
| Other impairment expense | |||||||||||||||||||||||
| Sustainable and Adhesive Solutions | |||||||||||||||||||||||
| Other impairment expense | |||||||||||||||||||||||
| Total restructuring and other impairment expense | $ | $ | $ | $ | |||||||||||||||||||
(1)Includes costs associated with facility closures announced in prior years of $0.3 million and $0.8 million for the three months ended June 30, 2025 and 2024, respectively and $0.7 million and $1.6 million for the six months ended June 30, 2025 and 2024, respectively. Through June 30, 2025, the Company has recognized accumulated restructuring and impairment charges of $11.0 million related to an ongoing facility closure. During the remainder of 2025, the Company expects to record additional restructuring costs in the FAM segment, not expected to exceed $1.0 million related to the closure of this facility.
(2)Includes costs associated with facility closures announced in prior years of $0.8 million and $1.7 million for the three and six months ended June 30, 2024, respectively, related to facilities closed in prior years.
18
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table summarizes changes in restructuring liabilities (in millions):
| 2025 | 2024 | ||||||||||
Balance at beginning of the period | $ | $ | |||||||||
Charges for restructuring programs | |||||||||||
Cash payments and other | ( | ( | |||||||||
Balance at end of the period | $ | $ | |||||||||
Restructuring liabilities were classified within Accrued expenses and other current liabilities and Other liabilities in the unaudited Condensed Consolidated Balance Sheets.
Note 9. Debt
Total debt, net of debt issuance costs, is summarized in the following table (in millions):
June 30, 2025 | December 31, 2024 | ||||||||||
| Revolving facility - U.S. dollar borrowings | $ | $ | |||||||||
| Term loan A facility | |||||||||||
| Term loan B facility | |||||||||||
| Delayed draw term loan | |||||||||||
| German loan agreement | |||||||||||
| Debt issuance costs | ( | ( | |||||||||
| Total debt | |||||||||||
| Less: Current debt | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
Credit Facility
On September 25, 2018, the Company entered into a $700.0 million credit agreement (the "Credit Agreement"), which replaced the Company’s previous senior secured credit facilities and provides for a five-year $500.0 million revolving line of credit (the "Revolving Credit Facility") and a seven-year $200.0 million bank term loan facility (the "Term Loan A Facility"). Subject to certain conditions, including the absence of a default or event of default under the Credit Agreement, the Company may request incremental loans to be extended under the Revolving Credit Facility or as additional Term Loan Facilities so long as the Company is in pro forma compliance with the financial covenants set forth in the Credit Agreement and the aggregate of such increases does not exceed $400.0 million.
On February 10, 2021, the Company amended its Credit Agreement to, among other things, add a new seven-year $350.0 million Term Loan B Facility (the "Term Loan B Facility") and to decrease the incremental loans that may be extended at the Company’s request to $250.0 million. The amended Credit Agreement was further amended effective February 22, 2022 to adjust the step-down schedule for the maximum net debt to EBITDA ratio.
On May 6, 2022, the Company further amended its Credit Agreement in order to extend the maturity of the Revolving Credit Facility and the Term Loan A Facility to May 6, 2027, and to increase the availability under the Revolving Credit Facility, to $600.0 million. Additionally, the Company added a $650.0 million delayed draw term loan facility (the "Delayed Draw Term Loan Facility"), which the Company borrowed on July 5, 2022, in connection with the Neenah merger. The Delayed Draw Term Loan Facility matures on May 6, 2027.
Borrowings under the amended Term Loan A Facility ("Term Loan A Credit Facility") will bear interest, at a rate equal to either (1) a forward-looking term rate based on the Secured Overnight Financing Rate ("Term SOFR"), plus the applicable margin or (2) the highest of (a) the federal funds effective rate plus 0.5 %, (b) the rate of interest as
19
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
published by the Wall Street Journal as the "bank prime loan" rate, and (c) Term SOFR plus 1.0 %, in each case plus the applicable margin. The applicable margin for borrowings under the Term Loan A Credit Facility is expected to range from 1.25 % to 3.00 % for SOFR loans and from 0.25 % to 2.00 % for base rate loans, in each case depending on the Company’s then current net debt to EBITDA ratio.
Borrowings under the amended Revolving Facility or the Delayed Draw Term Loan facility in U.S. dollars will bear interest, at the Company’s option, at a rate equal to either (1) a forward-looking term rate based on Term SOFR, plus the applicable margin or (2) the highest of (a) the federal funds effective rate plus 0.5 %, (b) the rate of interest as published by the Wall Street Journal as the "bank prime loan" rate, and (c) one-month Term SOFR plus 1.0 %, in each case plus the applicable margin. Borrowings under the Revolving Facility in Euros will bear interest at a rate equal to the reserve-adjusted Euro interbank offered rate, or EURIBOR, plus the applicable margin. The applicable margin for borrowings under the revolving credit agreement is expected to range from 1.00 % to 2.75 % for SOFR loans and EURIBOR loans, and from 0.00 % to 1.75 % for base rate loans, in each case, depending on the Company’s then current net debt to EBITDA ratio.
Borrowings under the Term Loan B Facility will bear interest, equal to a forward-looking term rate based on Term SOFR (subject to a minimum floor of 0.75 %) plus 2.75 %. Borrowings under the Term Loan B Facility in Euros will bear interest equal to EURIBOR (subject to a minimum floor of 0 %) plus 3.75 %.
Under the terms of the amended Credit Agreement, the Company is required to maintain certain financial ratios and comply with certain financial covenants, including maintaining a net debt to EBITDA ratio, as defined in the amended Credit Agreement, calculated on a trailing four fiscal quarter basis, not greater than 5.50 x and an interest coverage ratio, also as defined in the amended Credit Agreement, of not less than 2.50 x. In addition, borrowings and loans made under the amended Credit Agreement are secured by substantially all of the Company’s and the guarantors’ personal property, excluding certain customary items of collateral, and will be guaranteed by the Company’s existing and future wholly-owned direct material domestic subsidiaries and by Mativ Luxembourg (formerly known as SWM Luxembourg).
The Company was in compliance with all of its covenants under the amended Credit Agreement at June 30, 2025.
Indenture for 8.000 % Senior Unsecured Notes Due 2029
On October 7, 2024, the Company closed a private offering of $400.0 million of 8.000 % senior unsecured notes due 2029 (the “2029 Notes”). The 2029 Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended, pursuant to a purchase agreement between the Company, certain subsidiaries of the Company and a third-party financial institution, as representative of the initial purchasers. The 2029 Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned subsidiaries that is a borrower under or that guarantees obligations under the Company’s senior secured credit facilities or that guarantees certain other indebtedness, subject to certain exceptions.
The 2029 Notes were issued pursuant to an Indenture (the “Indenture”), dated as of October 7, 2024, among the Company, the guarantors listed therein and a third-party financial institution, as trustee. The Indenture provides that interest on the 2029 Notes will accrue from October 7, 2024 and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2025, and the 2029 Notes mature on October 1, 2029, subject to earlier repurchase or redemption.
The Company may redeem all or a portion of the 2029 Notes at any time on or after October 1, 2026, at the redemption prices specified in the Indenture, plus any accrued and unpaid interest up to,but not including, the redemption date. If the Company sells certain assets or consummates certain change of control transactions, the Company will be required to make an offer to repurchase the 2029 Notes, subject to certain conditions.
The Indenture contains certain covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to incur additional indebtedness, make certain dividends, repurchase Company stock or make other distributions, make certain investments, create liens, transfer or sell assets, merge or consolidate and enter into
20
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
transactions with the Company’s affiliates. Such covenants are subject to a number of exceptions and qualifications set forth in the Indenture. The Indenture also contains certain customary events of default, including failure to make payments in respect of the principal amount of the 2029 Notes, failure to make payments of interest on the 2029 Notes when due and payable, failure to comply with certain covenants and agreements and certain events of bankruptcy or insolvency. The Company was in compliance with all of its covenants under the Indenture at June 30, 2025.
Principal Repayments
The following is the expected maturities for the Company's debt obligations as of June 30, 2025 (in millions):
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
Fair Value of Debt
Note 10. Derivatives
In the normal course of business, the Company is exposed to foreign currency exchange rate risk and interest rate risk on its variable-rate debt. To manage these risks, the Company utilizes a variety of practices including derivative instruments. The Company has no derivative instruments for trading or speculative purposes or derivatives with credit risk-related contingent features. All derivative instruments used by the Company are either exchange traded or are entered into with major financial institutions to reduce credit risk and risk of nonperformance by third parties. The fair values of the Company’s derivative instruments are determined using observable inputs and are considered Level 2 assets or liabilities.
Foreign Currency Risk Management
The Company utilizes currency forward, swap and, to a lesser extent, option contracts to selectively hedge its exposure to foreign currency risk when it is practical and economical to do so. The use of these contracts minimizes transactional exposure to exchange rate changes. We designate certain of our foreign currency hedges as cash flow hedges. Changes in the fair value of cash flow hedges are reported as a component of Accumulated other comprehensive income (loss), net of tax and reclassified into earnings when the forecasted transaction affects earnings. Changes in the fair value of foreign exchange contracts not designated as hedges are recorded to Net income (loss) each period.
The Company also uses cross-currency swap contracts to selectively hedge its exposure to foreign currency related changes in our net investments in certain foreign operations. We designate these cross-currency swap contracts as
21
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
net investment hedges based on the spot rate of the EUR. Changes in the fair value of these hedges are deferred within the foreign currency translation component of Accumulated other comprehensive income (loss), net of tax and reclassified into earnings when the foreign investment is sold or substantially liquidated. Future changes in the components related to the spot change on the notional will be recorded in Other Comprehensive Income ("OCI") and remain there until the hedged subsidiaries are substantially liquidated. Gains and losses excluded from the assessment of hedge effectiveness are recognized in earnings (Interest expense) over the term of the swap. Gains and losses associated with the settlement of derivative instruments designated as a net investment hedge are classified within investing activities in the Condensed Consolidated Statement of Cash Flows. As of June 30, 2025 and December 31, 2024 the gross notional amount of outstanding cross-currency swaps contracts designated as a net investment hedge was €450
Interest Rate Risk Management
The Company selectively hedges its exposure to interest rate increases on variable-rate, long-term debt when it is practical and economical to do so. Changes in the fair value of pay-fixed, receive-variable interest rate swap contracts considered cash flow hedges are reported as a component of Accumulated other comprehensive income (loss), net of tax and reclassified into earnings when the forecasted transaction affects earnings. The terms of the interest rate swaps mirror the terms of the underlying debt, including timing of the payments and interest rates. As of June 30, 2025 and December 31, 2024 the gross notional amounts of outstanding interest rate swaps designated as a cash flow hedge were $589.2 million and $589.2 million, respectively.
The following table presents the fair value of asset and liability derivatives and the respective balance sheet locations at June 30, 2025 (in millions):
| Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||
| Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | ||||||||||||||||||||
| Derivatives designated as hedges: | |||||||||||||||||||||||
Foreign exchange contracts | Accounts receivable, net | $ | Accounts payable | $ | |||||||||||||||||||
Foreign exchange contracts | Other assets | Other liabilities | |||||||||||||||||||||
Interest rate contracts | Accounts receivable, net | Accrued expenses and other current liabilities | |||||||||||||||||||||
Interest rate contracts | Other assets | Other liabilities | |||||||||||||||||||||
| Total derivatives designated as hedges | |||||||||||||||||||||||
| Derivatives not designated as hedges: | |||||||||||||||||||||||
| Foreign exchange contracts | Accounts receivable, net | Accrued expenses and other current liabilities | |||||||||||||||||||||
| Total derivatives not designated as hedges | |||||||||||||||||||||||
| Total derivatives | $ | $ | |||||||||||||||||||||
22
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents the fair value of asset and liability derivatives and the respective balance sheet locations at December 31, 2024 (in millions):
| Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||
| Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | ||||||||||||||||||||
| Derivatives designated as hedges: | |||||||||||||||||||||||
Foreign exchange contracts | Accounts receivable, net | $ | Accrued expenses and other current liabilities | $ | |||||||||||||||||||
Foreign exchange contracts | Other assets | Other liabilities | |||||||||||||||||||||
Interest rate contracts | Other assets | Other liabilities | |||||||||||||||||||||
| Total derivatives designated as hedges | |||||||||||||||||||||||
| Derivatives not designated as hedges: | |||||||||||||||||||||||
| Foreign exchange contracts | Accounts receivable, net | Accrued expenses and other current liabilities | |||||||||||||||||||||
| Total derivatives not designated as hedges | |||||||||||||||||||||||
| Total derivatives | $ | $ | |||||||||||||||||||||
Gains (losses) on derivatives designated as cash flow and net investment hedges recognized in other comprehensive income (loss) are summarized below (in millions) on a pretax basis:
Derivatives Designated in Hedging Relationships | Gains (Losses) Recognized in Accumulated Other Comprehensive Loss | |||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Derivatives designated as cash flow hedge | ||||||||||||||||||||||||||
Amounts included in assessment of effectiveness | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
Derivatives designated as net investment hedge | ||||||||||||||||||||||||||
Amounts included in assessment of effectiveness | ( | ( | ||||||||||||||||||||||||
Total gain (loss) | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
The Company's designated derivative instruments are highly effective. As such, there were no gains or losses recognized immediately in income related to the hedge ineffectiveness or amounts excluded from hedge effectiveness testing for the three and six months ended June 30, 2025 or 2024, other than those related to derivatives designated as a net investment hedge, noted below.
23
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Gains (losses) on derivatives within the Condensed Consolidated Statement of Income (Loss) were as follows (in millions):
Location of Gains (Losses) | Amount of Gains (Losses) Recognized | |||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
Effect of cash flow hedges | ||||||||||||||||||||||||||||||||
Amount reclassified from Accumulated other comprehensive income (loss) to income | Interest expense | $ | $ | $ | $ | |||||||||||||||||||||||||||
Effect of net investment hedges | ||||||||||||||||||||||||||||||||
Amount excluded from assessment of hedge effectiveness | Interest expense | |||||||||||||||||||||||||||||||
Effect of fair value hedges | ||||||||||||||||||||||||||||||||
Hedged item | Interest expense | |||||||||||||||||||||||||||||||
Derivative designated as hedges | Interest expense | ( | ( | |||||||||||||||||||||||||||||
Effect of non-designated hedges | ||||||||||||||||||||||||||||||||
Foreign exchange contracts | Other income | |||||||||||||||||||||||||||||||
Total gain | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Note 11. Commitments and Contingencies
Other Commitments
In connection with the EP Divestiture, we undertook to indemnify and hold Evergreen Hill Enterprise harmless from claims and liabilities related to the EP business that were identified as excluded or specified liabilities in the related agreements up to an amount not to exceed $10 million. As of June 30, 2025, there were no material claims pending under this indemnification.
Litigation
We are involved in various legal proceedings from time to time, including relating to contracts, commercial disputes, taxes, environmental issues, employment and workers' compensation claims, product liability and other matters. We periodically review the status of these proceedings with both inside and outside counsel. We believe that the ultimate disposition of these matters will not have a material effect on the results of operations in a given quarter or year.
Environmental Matters
The Company's operations are subject to various nations' federal, state and local laws, regulations and ordinances relating to environmental matters. The nature of the Company's operations exposes it to the risk of claims with respect to various environmental matters, and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims. While the Company has incurred in the past several years, and will continue to incur, capital and operating expenditures in order to comply with environmental laws and regulations, it believes that its future cost of compliance with environmental laws, regulations and ordinances, and its exposure to liability for environmental claims and its obligation to participate in the remediation and monitoring of certain hazardous waste disposal sites, will not have a material effect on its financial condition or results of operations. However, future events, such as changes in existing laws and regulations, or unknown contamination or costs of
24
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
remediation of sites owned, operated or used for waste disposal by the Company (including contamination caused by prior owners and operators of such sites or other waste generators) may give rise to additional costs which could have a material effect on its financial condition or results of operations.
Employees and Labor Relations
As of June 30, 2025, approximately 26 % of the Company's U.S. workforce and 36 % of its Non-U.S. workforce are under collective bargaining agreements. Approximately 26 % of all U.S. employees and 18 % of Non-U.S. employees are under collective bargaining agreements that will expire in the next 12 months.
For the Non-U.S. workforce, union membership is voluntary and does not need to be disclosed to the Company under local laws. As a result, the number of employees covered by the collective bargaining agreements in some countries cannot be determined.
General Matters
In the ordinary course of conducting business activities, the Company and its subsidiaries become involved in certain other judicial, administrative and regulatory proceedings involving both private parties and governmental authorities. These proceedings include insured and uninsured regulatory, employment, intellectual property, general and commercial liability, environmental and other matters. At this time, the Company does not expect any of these proceedings to have a material effect on its reputation, business, financial condition, results of operations or cash flows. However, the Company can give no assurance that the results of any such proceedings will not materially affect its reputation, business, financial condition, results of operations or cash flows.
Note 12. Postretirement and Other Benefits
The Company sponsors a number of different defined contribution retirement plans, alternative retirement plans and/or defined benefit pension plans across its operations. Defined benefit pension plans are sponsored in the United States, France, United Kingdom, Germany, Italy, and Canada and OPEB benefits related to post-retirement healthcare and life insurance are sponsored in the United States, Germany, and Canada. As of June 30, 2025, retained contributions associated with our UK Pension scheme with the use restricted to obligations related to the scheme are included in the Restricted cash of $10.4 million.
Pension and Other Benefits
The components of net pension cost (benefit) during the three months ended June 30, 2025 and 2024 were as follows (in millions):
| Pension Benefits | Other Post-employment Plans | ||||||||||||||||||||||||||||||||||||||||||||||
| U.S. | Non-U.S. | U.S. | Non-U.S. | ||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Amortizations and other | |||||||||||||||||||||||||||||||||||||||||||||||
Net pension cost (benefit) | $ | ( | $ | ( | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
25
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The components of net pension cost (benefit) during the six months ended June 30, 2025 and 2024 were as follows (in millions):
| Pension Benefits | Other Post-employment Plans | ||||||||||||||||||||||||||||||||||||||||||||||
| U.S. | Non-U.S. | U.S. | Non-U.S. | ||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Amortizations and other | |||||||||||||||||||||||||||||||||||||||||||||||
Net pension cost (benefit) | $ | ( | $ | ( | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
The components of net pension cost (benefit) other than the service cost component are included in Other income (expense), net in the unaudited Condensed Consolidated Statements of Income (Loss).
The Company's cost under the qualified defined contribution retirement plans was $3.6 million and $3.9 million, respectively, for the three months ended June 30, 2025 and 2024 and $7.4 million and $7.4 million, respectively, for the six months ended June 30, 2025 and 2024.
Note 13. Income Taxes
For interim financial reporting, the Company estimates the annual tax rate based on projected taxable income for the full year and records a quarterly income tax provision in accordance with ASC 740-270, Accounting for Income Taxes in Interim Periods. These interim estimates are subject to variation due to several factors, including the ability of the Company to accurately forecast pre-tax and taxable income and loss by jurisdiction, changes in laws or regulations, and expenses or losses for which tax benefits are not recognized. Jurisdictions with a projected loss for the year or an actual year-to-date loss where no tax benefit can be recognized are excluded from the estimated annual effective tax rate. The impact of including these jurisdictions on the quarterly effective tax rate calculations could result in a higher or lower effective tax rate during a quarter, based upon the mix and timing of actual earnings versus annual projections.
The Company's effective tax rate from continuing operations was 416.7 % and 84.4 % for the three months ended June 30, 2025 and 2024, respectively. The net change was primarily due to mix of earnings and impact from valuation allowance changes in the current period and a one-time tax adjustment in the prior period. The Company's effective tax rate from continuing operations was 2.7 % and 25.4 % for the six months ended June 30, 2025 and 2024, respectively. The net change was primarily due to mix of earnings, impact from a $59.4 million increase to our valuation allowance, and goodwill impairment not deductible for tax purposes in the current period.
Prior to the passage of the Tax Cuts and Jobs Act of 2017 ("Tax Act"), the Company asserted that substantially all of the undistributed earnings of its foreign subsidiaries were considered indefinitely reinvested and accordingly, no deferred taxes were provided. Due to the Tax Act, the Company has significant previously taxed earnings and profits from its foreign subsidiaries, as a result of transition tax, that it is generally able to be repatriated free of U.S. federal tax. In addition, future earnings of foreign subsidiaries are generally expected to be able to be repatriated free of U.S. federal income tax because these earnings were taxed in the U.S. under the GILTI regime or would be eligible for a 100% dividends received deduction. As a result of the Company’s treasury policy to simplify and expediate its intercompany cash flows, as evidenced by the use of cash pooling, and in light of the Company’s demonstrated goal of driving growth though inorganic/acquisitional means, the Company does not assert indefinite reinvestment to the extent of each controlled foreign corporation's earnings and profits and to the extent of any foreign partnership’s U.S. tax capital accounts. As a result, the Company has provided for non-U.S. withholding taxes, U.S. federal tax related to currency movement on previously taxed earnings and profits, and U.S. state taxes on unremitted earnings.
All unrecognized tax positions could impact the Company's effective tax rate if recognized. There have been no material changes to the Company’s unrecognized tax positions for the three and six months ended June 30, 2025. With respect to penalties and interest incurred from income tax assessments or related to unrecognized tax benefits,
26
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
the Company’s policy is to classify penalties as provision for income taxes and interest as interest expense in its unaudited Condensed Consolidated Statements of Income (Loss). There were no
Many jurisdictions in which the Company operates have implemented Pillar Two legislation, and others are considering implementation of Pillar Two rules. While such new rules introduce complexity into the Company’s calculation of income tax expense, Pillar Two does not have a material impact as of the second quarter of 2025. Due to the novelty and complexity of Pillar Two, the Company continues to monitor for advancements and further guidance in Pillar Two rules, considering impacts of such developments on its tax expense.
On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses. We are evaluating the full effects of the legislation on our estimated annual effective tax rate and cash tax position, however, we do not anticipate it will have a material impact on our financial statements. As the legislation was signed into law after the close of our second quarter, the impacts are not included in our operating results for the six months ended June 30, 2025.
Note 14. Segment Information
The Company has two reportable segments: Filtration & Advanced Materials ("FAM") and Sustainable & Adhesive Solutions ("SAS").
FAM is focused primarily on filtration media and components, advanced films, coating and converting solutions, and extruded mesh products. The FAM segment supplies customers directly, serving a diverse set of generally high-growth end markets. FAM end markets include water and air purification, life sciences, industrial processes, transportation, glass and glazing, packaging, agriculture, building and construction, safety and security.
SAS is focused primarily on tapes, labels, liners, specialty paper, packaging and healthcare solutions. The SAS segment supplies customers through distribution and directly, serving growing and mature end markets including building and construction, DIY, product packaging, consumer & commercial papers, personal care, advanced wound care, medical device fixation and medical packaging.
The accounting policies of the reportable segments are the same as those described in Note 2. Summary of Significant Accounting Policies in the notes to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Our Chief Operating Decision Maker ("CODM") is our President and Chief Executive Officer. The CODM considers operating profit when making resource allocation decisions for each segment.
Segment Results
The CODM primarily evaluates segment performance and allocates resources based on Operating profit (loss). General corporate expenses that do not directly support the operations of the business segments are unallocated expenses. Assets are managed on a company-wide basis and, as such, are not disclosed at the segment level.
27
MATIV HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Net sales, costs of products sold, nonmanufacturing expense, restructuring and impairment expense, and operating profit (loss) by segments were (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net Sales | |||||||||||||||||||||||
| FAM | $ | $ | $ | $ | |||||||||||||||||||
| SAS | |||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | |||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| FAM | $ | $ | $ | $ | |||||||||||||||||||
| SAS | |||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | |||||||||||||||||||
Total nonmanufacturing expense | |||||||||||||||||||||||
| FAM | $ | $ | $ | $ | |||||||||||||||||||
| SAS | |||||||||||||||||||||||
| Total segments | |||||||||||||||||||||||
| Unallocated | |||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | |||||||||||||||||||
| Restructuring and impairment | |||||||||||||||||||||||
| FAM | $ | $ | $ | $ | |||||||||||||||||||
| SAS | |||||||||||||||||||||||
| Total segments | |||||||||||||||||||||||
| Unallocated | |||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | |||||||||||||||||||
Operating profit (loss) | |||||||||||||||||||||||
| FAM | $ | $ | $ | ( | $ | ||||||||||||||||||
| SAS | |||||||||||||||||||||||
| Total segments | ( | ||||||||||||||||||||||
| Unallocated | ( | ( | ( | ( | |||||||||||||||||||
| Consolidated | $ | $ | $ | ( | $ | ( | |||||||||||||||||
28
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion of our financial condition and results of operations. This discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report and the audited consolidated financial statements and related notes and the selected financial data included in our Annual Report on Form 10-K for the year ended December 31, 2024. The discussion of our financial condition and results of operations includes various forward-looking statements about our markets, the demand for our products and our future prospects. These statements are based on certain assumptions we consider reasonable. For information about risks and exposures relating to us and our business, you should read the section entitled "Risk Factors" in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, the section entitled "Forward-Looking Statements" at the end of this Item 2 and the section entitled “Risk Factors” at Part II, Item 1A hereof. Unless the context indicates otherwise, references to "Mativ," "we," "us," "our," the "Company" or similar terms include Mativ Holdings, Inc. and our consolidated subsidiaries.
This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide a reader of our financial statements with an understanding of our recent performance, our financial condition and our prospects.
This MD&A discusses the financial condition and results of operations of the Company as of and for the three and six months ended June 30, 2025.
Recent Developments
In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits, including China. Increased tariffs by the United States have led and may continue to lead to the imposition of retaliatory tariffs by foreign governments. Additionally, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. For instance, beginning in July 2025, the U.S. government issued letters to more than 20 countries, including Canada, Mexico, Brazil, Japan and the European Union, which outlined reciprocal tariff rates that would take effect, unless a trade agreement was separately agreed upon with the U.S. government. Uncertainties about tariffs and their effects on trading relationships, including as a result of future developments, may impact the macroeconomic conditions in the markets in which we operate. Although we are continuing to monitor the impact of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain.
Liquidity & Debt Overview
As of June 30, 2025, the Company had $1,090.6 million of total debt, $95.6 million of Cash and cash equivalents, $10.4 million of Restricted cash, and $357.2 million of undrawn capacity on its $600.0 million revolving line of credit facility (the "Revolving Facility"). Per the terms of the Company's amended credit agreement (the "Amended Credit Agreement"), net leverage was 4.5x at the end of the second quarter, versus a current maximum covenant ratio of 5.50x.
As of June 30, 2025, the Company’s nearest debt maturity was our Revolving Credit Facility, Term Loan A Facility, and Delayed Draw Term Loan Facility, due on May 6, 2027. Refer to "Liquidity and Capital Resources" section for additional detail.
29
SUMMARY
| Three Months Ended June 30, | Percent of Net Sales | Six Months Ended June 30, | Percent of Net Sales | ||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 525.4 | $ | 523.8 | 100.0 | % | 100.0 | % | $ | 1,010.2 | $ | 1,024.0 | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||||||||
Gross profit | $ | 103.7 | $ | 108.9 | 19.7 | % | 20.8 | % | $ | 176.3 | $ | 192.9 | 17.5 | % | 18.8 | % | |||||||||||||||||||||||||||||||
| Restructuring & other impairment expense | $ | 3.8 | $ | 11.8 | 0.7 | % | 2.3 | % | $ | 10.1 | $ | 26.2 | 1.0 | % | 2.6 | % | |||||||||||||||||||||||||||||||
Operating profit (loss) | $ | 20.1 | $ | 10.5 | 3.8 | % | 2.0 | % | $ | (410.5) | $ | (3.3) | (40.6) | % | (0.3) | % | |||||||||||||||||||||||||||||||
| Interest expense | $ | 18.6 | $ | 18.4 | 3.5 | % | 3.5 | % | $ | 36.4 | $ | 36.7 | 3.6 | % | 3.6 | % | |||||||||||||||||||||||||||||||
Net loss | $ | (9.5) | $ | (1.4) | (1.8) | % | (0.3) | % | $ | (435.0) | $ | (29.4) | (43.1) | % | (2.9) | % | |||||||||||||||||||||||||||||||
Diluted loss per share | $ | (0.18) | $ | (0.03) | $ | (7.98) | $ | (0.54) | |||||||||||||||||||||||||||||||||||||||
Cash provided by operations | $ | 57.6 | $ | 46.1 | $ | 41.7 | $ | 33.1 | |||||||||||||||||||||||||||||||||||||||
| Capital spending | $ | 8.7 | $ | 8.7 | $ | 22.6 | $ | 20.8 | |||||||||||||||||||||||||||||||||||||||
30
RESULTS OF OPERATIONS
Comparison of the Three Months Ended June 30, 2025 and 2024
Net Sales
The following table presents net sales by segment for the three months ended June 30, 2025 and 2024 (in millions):
| Three Months Ended | |||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | Change | Percent Change | ||||||||||||||||||||
| Filtration & Advanced Materials | $ | 204.4 | $ | 206.4 | $ | (2.0) | (1.0) | % | |||||||||||||||
| Sustainable & Adhesive Solutions | 321.0 | 317.4 | 3.6 | 1.1 | % | ||||||||||||||||||
| Total | $ | 525.4 | $ | 523.8 | $ | 1.6 | 0.3 | % | |||||||||||||||
Consolidated net sales of $525.4 million during the three months ended June 30, 2025 increased $1.6 million or 0.3%, compared to the prior-year quarter.
FAM segment net sales of $204.4 million during the three months ended June 30, 2025 decreased $2.0 million, or 1.0%, compared to the prior-year quarter. The FAM net sales decline reflected lower selling prices (an approximately 2% decrease) along with lower volume/mix (an approximately 1% decrease), partially offset by favorable currency translation (an approximately 1% increase).
SAS segment net sales of $321.0 million during the three months ended June 30, 2025 increased $3.6 million, or 1.1%, compared to the prior-year quarter, reflecting higher volume/mix (an approximately 2% increase), higher selling prices (an approximately 1% increase) and favorable currency translation (an approximately 1% increase), partially offset by sales associated with closed facilities in the prior year (an approximately 4% decrease).
Gross Profit
The following table presents gross profit for the three months ended June 30, 2025 and 2024 (in millions):
| Three Months Ended | Percent Change | Percent of Net Sales | |||||||||||||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | Change | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Net sales | $ | 525.4 | $ | 523.8 | $ | 1.6 | 0.3 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||||||
| Cost of products sold | 421.7 | 414.9 | 6.8 | 1.6 | % | 80.3 | % | 79.2 | % | ||||||||||||||||||||||||||
Gross profit | $ | 103.7 | $ | 108.9 | $ | (5.2) | (4.8) | % | 19.7 | % | 20.8 | % | |||||||||||||||||||||||
Gross profit of $103.7 million during the three months ended June 30, 2025 decreased $5.2 million, or 4.8%, compared to the prior-year quarter. The decrease in gross profit reflected higher manufacturing and distribution costs, unfavorable relative net selling price versus input cost performance, partially offset by higher volume/mix.
31
Nonmanufacturing Expenses
The following table presents nonmanufacturing expenses for the three months ended June 30, 2025 and 2024 (in millions):
| Three Months Ended | Percent Change | Percent of Net Sales | |||||||||||||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | Change | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Selling and general expense | $ | 57.2 | $ | 65.1 | $ | (7.9) | (12.1) | % | 10.9 | % | 12.4 | % | |||||||||||||||||||||||
| Research and development expense | 6.7 | 5.8 | 0.9 | 15.5 | % | 1.3 | % | 1.1 | % | ||||||||||||||||||||||||||
| Intangible asset amortization expense | 15.9 | 15.7 | 0.2 | 1.3 | % | 3.0 | % | 3.0 | % | ||||||||||||||||||||||||||
Nonmanufacturing expenses | $ | 79.8 | $ | 86.6 | $ | (6.8) | (7.9) | % | 15.2 | % | 16.5 | % | |||||||||||||||||||||||
Nonmanufacturing expenses of $79.8 million during the three months ended June 30, 2025 decreased $6.8 million, or 7.9%, compared to the prior-year quarter. The decrease is primarily due to lower selling and general expense as a result of actions taken under an organizational realignment initiative ("the Plan").
Restructuring and Other Impairment Expense
The following table presents restructuring and other impairment expense for the three months ended June 30, 2025 and 2024 (in millions):
| Three Months Ended | Percent of Net Sales | ||||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| Filtration & Advanced Materials | $ | 2.2 | $ | 1.3 | $ | 0.9 | 1.1 | % | 0.6 | % | |||||||||||||||||||||||||||||||
| Sustainable & Adhesive Solutions | 0.2 | 10.2 | (10.0) | 0.1 | % | 3.2 | % | ||||||||||||||||||||||||||||||||||
| Unallocated expenses | 1.4 | 0.3 | 1.1 | ||||||||||||||||||||||||||||||||||||||
| Total | $ | 3.8 | $ | 11.8 | $ | (8.0) | 0.7 | % | 2.3 | % | |||||||||||||||||||||||||||||||
The Company incurred total restructuring and other impairment expense of $3.8 million and $11.8 million in the three months ended June 30, 2025 and 2024, respectively.
Restructuring and other impairment expenses in the FAM segment for the three months ended June 30, 2025 and 2024 consisted of severance charges along with costs associated with facility closures announced in prior years.
Restructuring and other impairment expenses in the SAS segment for the three months ended June 30, 2025 consisted of severance charges. Restructuring and other impairment expenses for the three months ended June 30, 2024 included severance charges, along with costs associated with facility closures announced in prior years.
Operating Profit (Loss)
The following table presents operating profit (loss) by segment for the three months ended June 30, 2025 and 2024 (in millions):
| Three Months Ended | Percent Change | Return on Net Sales | |||||||||||||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | Change | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Filtration & Advanced Materials | $ | 22.6 | $ | 25.2 | $ | (2.6) | (10.3) | % | 11.1 | % | 12.2 | % | |||||||||||||||||||||||
| Sustainable & Adhesive Solutions | 24.8 | 15.6 | 9.2 | 59.0 | % | 7.7 | % | 4.9 | % | ||||||||||||||||||||||||||
| Unallocated expenses | (27.3) | (30.3) | 3.0 | (9.9) | % | ||||||||||||||||||||||||||||||
| Total | $ | 20.1 | $ | 10.5 | $ | 9.6 | 91.4 | % | 3.8 | % | 2.0 | % | |||||||||||||||||||||||
32
Operating profit of $20.1 million during the three months ended June 30, 2025, increased $9.6 million, compared to the prior year period.
In the FAM segment, operating income was $22.6 million during the three months ended June 30, 2025 decreased $2.6 million, or 10.3%, compared to the prior year period, primarily due to higher manufacturing and distribution costs, unfavorable relative net selling price versus input cost performance, partially offset by favorable cost mix and lower selling and general expenses.
In the SAS segment, operating income of $24.8 million during the three months ended June 30, 2025 increased $9.2 million, or 59.0%, compared to the prior year period, driven by lower restructuring and other impairment expenses, lower selling and general expenses, partially offset by higher manufacturing and distribution costs.
Unallocated expenses of $27.3 million during the three months ended June 30, 2025 decreased $3.0 million, or 9.9%, compared to the prior year period primarily related to a decrease in selling and general expenses as a result of actions taken under the Plan.
Interest Expense
Interest expense of $18.6 million during the three months ended June 30, 2025 increased $0.2 million, or 1.1%, compared to the prior year period.
Other Income (Expense), Net
Other income was $1.5 million during the three months ended June 30, 2025, compared to the prior year period expense of $1.1 million, primarily driven by gains on asset disposals and foreign currency.
Income Taxes
A $12.5 million income tax expense in the three months ended June 30, 2025 resulted in an effective tax rate of 416.7% compared with 84.4% in the prior year period. The net change was primarily due to mix of earnings and impact from valuation allowance changes in the current period, and a one-time tax adjustment in the prior period.
Net Loss and Net Loss per Share
Net loss during the three months ended June 30, 2025 was $9.5 million, or $0.18 per diluted share, compared with net loss of $1.4 million, or $0.03 per diluted share, during the prior-year quarter.
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RESULTS OF OPERATIONS
Comparison of the Six Months Ended June 30, 2025 and 2024
Net Sales
The following table presents net sales by segment (in millions):
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | Percent Change | ||||||||||||||||||||
Filtration & Advanced Materials | $ | 392.0 | $ | 409.1 | $ | (17.1) | (4.2) | % | |||||||||||||||
Sustainable & Adhesive Solutions | 618.2 | 614.9 | 3.3 | 0.5 | % | ||||||||||||||||||
| Total | $ | 1,010.2 | $ | 1,024.0 | $ | (13.8) | (1.3) | % | |||||||||||||||
Consolidated net sales of $1,010.2 million during the six months ended June 30, 2025 decreased $13.8 million, or 1.3%, compared to the prior year period.
FAM segment net sales of $392.0 million during the six months ended June 30, 2025 decreased $17.1 million, or 4.2%, compared to the prior year period primarily due to lower volume/mix (an approximately 3% decrease), and lower selling prices (an approximately 2% decrease).
SAS segment net sales of $618.2 million during the six months ended June 30, 2025 increased $3.3 million, or 0.5%, compared to the prior year period, reflecting higher volume/mix (an approximately 4% increase), higher selling prices (an approximately 1% increase), partially offset by sales associated with closed facilities in the prior year (an approximately 5% decrease).
Gross Profit
The following table presents gross profit (in millions):
| Six Months Ended June 30, | Percent Change | Percent of Net Sales | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Net sales | $ | 1,010.2 | $ | 1,024.0 | $ | (13.8) | (1.3) | % | 100.0 | % | 100.0 | % | |||||||||||||||||||||||
| Cost of products sold | 833.9 | 831.1 | 2.8 | 0.3 | % | 82.5 | % | 81.2 | % | ||||||||||||||||||||||||||
Gross profit | $ | 176.3 | $ | 192.9 | $ | (16.6) | (8.6) | % | 17.5 | % | 18.8 | % | |||||||||||||||||||||||
Gross profit of $176.3 million during the six months ended June 30, 2025 decreased $16.6 million, or 8.6%, compared to the prior year period, reflecting higher manufacturing and distribution costs, unfavorable relative net selling price versus input cost performance, and lower volume/mix in our FAM segment, partially offset by higher volume/mix in our SAS segment.
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Nonmanufacturing Expenses
The following table presents nonmanufacturing expenses (in millions):
| Six Months Ended June 30, | Percent Change | Percent of Net Sales | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Selling and general expense | $ | 120.5 | $ | 126.7 | $ | (6.2) | (4.9) | % | 11.9 | % | 12.4 | % | |||||||||||||||||||||||
| Research and development expense | 13.0 | 11.8 | 1.2 | 10.2 | % | 1.3 | % | 1.2 | % | ||||||||||||||||||||||||||
| Intangible asset amortization expense | 31.3 | 31.5 | (0.2) | (0.6) | % | 3.1 | % | 3.1 | % | ||||||||||||||||||||||||||
Nonmanufacturing expenses | $ | 164.8 | $ | 170.0 | $ | (5.2) | (3.1) | % | 16.3 | % | 16.6 | % | |||||||||||||||||||||||
Nonmanufacturing expenses of $164.8 million during the six months ended June 30, 2025 decreased $5.2 million, or 3.1%, compared to the prior year period primarily due to lower selling and general expense, as a result of actions taken under the Plan, partially offset by $5.9 million incurred during the first quarter of 2025 related to our previously disclosed Chief Executive Officer transition.
Restructuring and Other Impairment Expense
The following table presents restructuring and other impairment expense by segment (in millions):
| Six Months Ended June 30, | Percent of Net Sales | ||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | |||||||||||||||||||||||||
Filtration & Advanced Materials | $ | 8.2 | $ | 4.5 | $ | 3.7 | 2.1 | % | 1.1 | % | |||||||||||||||||||
Sustainable & Adhesive Solutions | 0.5 | 18.4 | (17.9) | 0.1 | % | 3.0 | % | ||||||||||||||||||||||
| Unallocated expenses | 1.4 | 3.3 | (1.9) | ||||||||||||||||||||||||||
| Total | $ | 10.1 | $ | 26.2 | $ | (16.1) | 1.0 | % | 2.6 | % | |||||||||||||||||||
The Company incurred total restructuring and other impairment expense of $10.1 million in the six months ended June 30, 2025 compared with $26.2 million in the prior year period.
Restructuring and other impairment expenses in the FAM segment for the six months ended June 30, 2025 and 2024 consisted of severance charges along with costs associated with facility closures announced in prior years.
Restructuring and other impairment expenses in the SAS segment for the six months ended June 30, 2025 consisted of severance charges. Restructuring and other impairment expenses for the six months ended June 30, 2024 included severance charges, along with costs associated with facility closures announced in prior years.
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Operating Profit (Loss)
The following table presents operating profit (loss) by segment (in millions):
| Six Months Ended June 30, | Percent Change | Return on Net Sales | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | |||||||||||||||||||||||||||||||
Filtration & Advanced Materials | $ | (387.4) | $ | 39.8 | $ | (427.2) | N.M. | (98.8) | % | 9.7 | % | ||||||||||||||||||||||||
Sustainable & Adhesive Solutions | 37.8 | 19.8 | 18.0 | 90.9 | % | 6.1 | % | 3.2 | % | ||||||||||||||||||||||||||
| Unallocated expenses | (60.9) | (62.9) | 2.0 | (3.2) | % | ||||||||||||||||||||||||||||||
| Total | $ | (410.5) | $ | (3.3) | $ | (407.2) | N.M. | (40.6) | % | (0.3) | % | ||||||||||||||||||||||||
Operating loss was $410.5 million during the six months ended June 30, 2025 compared to operating loss of $3.3 million in the prior year period.
In the FAM segment, operating loss was $387.4 million during the six months ended June 30, 2025 reflecting a $427.2 million decrease, compared to operating profit of $39.8 million in the prior year period primarily due to the $411.9 million goodwill impairment during the first quarter of 2025, see Note 6. Goodwill. Excluding the goodwill impairment, operating profit was $24.5 million, a $15.3 million decrease from the prior year due to higher manufacturing and distribution costs, unfavorable net selling price versus input cost performance and lower volume/mix, partially offset by lower selling and general expenses.
In the SAS segment, operating profit was $37.8 million during the six months ended June 30, 2025 reflecting a $18.0 million increase, compared to the prior year period, driven by lower restructuring and other impairment expenses, higher volume/mix net of sales associated with closed facilities, and lower selling and general expenses, partially offset by higher manufacturing and distribution costs.
Unallocated expenses of $60.9 million during the six months ended June 30, 2025 decreased $2.0 million compared to the prior year, primarily related to a decrease in selling and general expenses as a result of actions taken under the Plan.
Interest Expense
Interest expense of $36.4 million during the six months ended June 30, 2025 decreased $0.3 million, or 0.8%, compared to the prior year period.
Other Income (Expense), Net
Other expense was $0.3 million during the six months ended June 30, 2025, compared to the prior year period income of $0.6 million in the prior year period.
Income Taxes
A $12.2 million income tax benefit in the six months ended June 30, 2025 resulted in an effective tax rate of 2.7% compared with 25.4% in the prior year period. The net change was primarily due to mix of earnings, impact from a $59.4 million increase to our valuation allowance, and goodwill impairment not deductible for tax purposes in the current period.
Net Loss and Net Loss per Share
Net loss during the six months ended June 30, 2025 was $435.0 million, or $(7.98) per diluted share, compared to net loss of $29.4 million, or $(0.54) per diluted share, during the prior year period.
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LIQUIDITY AND CAPITAL RESOURCES
A major factor in our liquidity and capital resource planning is our generation of cash flow from operations, which is sensitive to changes in the mix of products sold, volume and pricing of our products, as well as changes in our production volumes, costs and working capital. Our liquidity is supplemented by funds available under our Revolving Facility with a syndicate of banks that is used as either operating conditions or strategic opportunities warrant. Market conditions permitting, we may also seek to access the capital markets as we deem appropriate.
Cash Requirements
As of June 30, 2025, $82.6 million of the Company's $95.6 million of Cash and cash equivalents was held by foreign subsidiaries. Restricted cash of $10.4 million represents primarily retained contributions associated with our UK Pension scheme, the use of which is restricted to obligations related to the scheme. We believe our sources of liquidity and capital, including cash on-hand, cash generated from operations, our Revolving Facility, and our Receivables Sales Agreement (an off-balance sheet arrangement as defined in Item 303(a)(4)(ii) of SEC Regulation S-K), will be sufficient to finance our continued operations, our current and long-term growth plan, and dividend payments.
Working Capital
As of June 30, 2025, the Company had net operating working capital of $398.4 million, including Cash and cash equivalents of $95.6 million, compared to net operating working capital of $386.2 million, including Cash and cash equivalents of $94.3 million as of December 31, 2024. The increase was attributable primarily to an increase in accounts receivable, partially offset by an increase in accounts payable, and a decrease in inventories.
Cash Provided By Operating Activities
Net cash provided by operating activities was $41.7 million during the six months ended June 30, 2025 compared to net cash provided of $33.1 million during the prior year period. The increase reflected lower cash payments related to restructuring activities, partially offset by unfavorable year-over-year movements in working capital related cash flows.
During the six months ended June 30, 2025, net changes in operating working capital resulted in cash outflows of $11.1 million, compared to $3.6 million of outflows during the prior year period. The $7.5 million change was due to an increase in net changes of accounts payable and other current liabilities, partially offset by a decrease in net changes of inventories.
Cash Used In Investing Activities
Cash used in investing activities during the six months ended June 30, 2025 was $17.6 million, compared to cash outflows of $20.0 million during the prior year period, primarily attributable to changes in proceeds from settlement of swap contracts. Capital spending was $22.6 million compared to $20.8 million in the prior year period.
Cash Provided By (Used In) Financing Activities
Cash used in financing activities during the six months ended June 30, 2025 was $17.5 million, compared to cash inflows of $16.4 million during the prior year period. During the six months ended June 30, 2025, financing activities primarily consisted of $64.0 million of borrowings under the Revolving Facility, $11.4 million of dividends paid to the Company's stockholders, and payments on our long-term debt of $67.4 million.
During the prior year period, financing activities primarily consisted of $94.0 million of proceeds from borrowings under the Revolving Facility, $65.3 million of payments on our long-term debt, and $10.8 million of dividends paid to the Company's stockholders.
The Company presently believes the sources of liquidity discussed above are sufficient to meet our anticipated funding needs for the foreseeable future.
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Dividends and Share Repurchases
On August 6, 2025, we announced a cash dividend of $0.10 per share payable on September 26, 2025 to stockholders of record as of August 29, 2025. The covenants contained in the Indenture governing the Notes and Amended Credit Agreement require that we maintain certain financial ratios as disclosed in Note 9. Debt of the notes to the unaudited condensed consolidated financial statements, none of which under normal business conditions materially limit our ability to pay such dividends. We will continue to assess our dividend policy in light of our overall strategy, cash generation, debt levels and ongoing requirements for cash to fund operations and to pursue possible strategic opportunities.
Debt Instruments and Related Covenants
The following table presents activity related to our debt instruments for the six months ended June 30, 2025 and 2024 (in millions):
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Proceeds from long-term debt | $ | 64.0 | $ | 94.0 | |||||||
| Payments on long-term debt | (67.4) | (65.3) | |||||||||
Net proceeds (payments) from borrowings | $ | (3.4) | $ | 28.7 | |||||||
Net payments from borrowings were $3.4 million during the six months ended June 30, 2025, compared to net proceeds from borrowings of $28.7 million during the prior year period.
Unused borrowing capacity under the Amended Credit Agreement was $357.2 million as of June 30, 2025.
The Company was in compliance with all of its covenants under the Indenture and Amended Credit Agreement at June 30, 2025. With the current level of borrowing and forecasted results, we expect to remain in compliance with financial covenants under the Amended Credit Agreement.
Our total debt to capital ratios at June 30, 2025 and December 31, 2024 were 72.4% and 55.9%, respectively.
Critical Accounting Policies and Estimates
The preparation of our unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions and estimates that affect the amounts reported. There have been no material changes to the critical accounting policies and estimates described in our Form 10-K for the 2024 fiscal year ended December 31, 2024, other than the below item related to goodwill.
During the first quarter of 2025, primarily in response to a sustained decline in the Company's share price, an interim quantitative goodwill impairment test was performed.
While significant estimates and assumptions related to forecasted future cash flows used in the March 1, 2025, interim impairment test were generally aligned with those used in the annual impairment test performed as of October 1, 2024, the discount rate for the FAM reporting unit was increased to 14%, to reflect a market participant view of additional risk associated with achieving forecasted cash flows in the growing end markets with which FAM is aligned. The interim impairment test resulted in a full (non-cash) impairment of all goodwill attributable to the FAM reporting unit of $411.9 million.
The fair value of the SAS reporting unit, was estimated to exceed its carrying value by approximately 6% as of March 1, 2025. Forecasted cash flows for SAS are primarily aligned with both growing and mature end markets,
38
therefore it is subject to less risk than FAM. The interim impairment test for SAS utilized a discount and long-term growth rates of 10.5% and 2%, respectively. Considering the Company's share price as of March 31, 2025, a 100bps increase in the SAS discount rate would result in an implied enterprise control premium of nil and an impairment of approximately $15.0 million.
The Company’s ability to achieve forecasted cash flows in SAS may be negatively impacted by factors including, but not limited to, deterioration of general economic conditions, seasonal or cyclical market and industry fluctuations, adverse changes in our end-market sectors, and the imposition of tariffs and other trade barriers. Unfavorable changes in these factors, along with further sustained declines in our share price, could impact the fair value of SAS, leading to possible future impairment charges. No additional indicators of impairment, other than the sustained decline in share price, were identified for SAS as a result of the interim impairment test.
For further information about our critical accounting policies, please see the discussion of critical accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2024 in the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates."
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act") that are subject to the safe harbor created by the Act and other legal protections. Forward-looking statements include, without limitation, those regarding the incurrence of additional debt and expected maturities of the Company’s debt obligations, the adequacy of our sources of liquidity and capital, acquisition integration and growth prospects (including international growth), the cost and timing of our restructuring actions, the impact of ongoing litigation matters and environmental claims, the amount of capital spending and/or common stock repurchases, future cash flows, purchase accounting impacts, impacts and timing of our ongoing operational excellence and other cost-reduction and cost-optimization initiatives, profitability, and cash flow, the expected benefits and accretion of the Neenah merger and Scapa acquisition and integration, whether the strategic benefits of the EP Divestiture can be achieved and other statements generally identified by words such as "believe," "expect," "intend," "guidance," "plan," "forecast," "potential," "anticipate," "confident," "project," "appear," "future," "should," "likely," "could," "may," "will," "typically" and similar words.
These forward-looking statements are prospective in nature and not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the Company’s business shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These statements are not guarantees of future performance and involve certain risks and uncertainties that may cause actual results to differ materially from our expectations as of the date of this report. These risks include, among other things, those set forth in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024, and otherwise in our reports and filings with the Securities and Exchange Commission ("SEC"), as well as the following factors:
•Risks associated with the implementation of our strategic growth initiatives, including diversification, and the Company's understanding of, and entry into, new industries and technologies;
•Risks associated with acquisitions, dispositions, strategic transactions and global asset realignment initiatives of Mativ;
•Adverse changes in our end-market sectors impacting key customers;
•Changes in the source and intensity of competition in our commercial end-markets;
•Adverse changes in sales or production volumes, pricing and/or manufacturing costs;
•Seasonal or cyclical market and industry fluctuations which may result in reduced net sales and operating profits during certain periods;
•Risks associated with our technological advantages in our intellectual property and the likelihood that our current technological advantages are unable to continue indefinitely;
•Supply chain disruptions, including the failure of one or more material suppliers, including energy, resin, fiber, and chemical suppliers, to supply materials as needed to maintain our product plans and cost structure;
•Increases in operating costs due to inflation and continuing increases in the inflation rate or otherwise, such as labor expense, compensation and benefits costs;
•Our ability to attract and retain key personnel, labor shortages, labor strikes, stoppages or other disruptions;
•Changes in general economic, financial and credit conditions in the U.S., Europe, China and elsewhere, including the impact thereof on currency exchange rates (including any weakening of the Euro) and on interest rates;
•A failure in our risk management and/or currency or interest rate swaps and hedging programs, including the failures of any insurance company or counterparty;
•Changes in the manner in which we finance our debt and future capital needs, including potential acquisitions;
•Changes in tax rates, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities;
•Uncertainty as to the long-term value of the common stock of Mativ;
•Changes in employment, wage and hour laws and regulations in the U.S. and elsewhere, including unionization rules and regulations by the National Labor Relations Board, equal pay initiatives, additional anti-discrimination rules or tests and different interpretations of exemptions from overtime laws;
•The impact of tariffs, the imposition of any future additional tariffs and other trade barriers, the effects of retaliatory trade measures, and the impact of tariff uncertainty on macroeconomic conditions;
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•Existing and future governmental regulation and the enforcement thereof that may materially restrict or adversely affect how we conduct business and our financial results;
•Weather conditions, including potential impacts, if any, from climate change, known and unknown, and natural disasters or unusual weather events;
•International conflicts and disputes, such as the ongoing conflict between Russia and Ukraine, the war between Israel and Hamas and the broader regional conflict in the Middle East, which restrict our ability to supply products into affected regions, due to the corresponding effects on demand, the application of international sanctions, or practical consequences on transportation, banking transactions, and other commercial activities in troubled regions;
•Compliance with the FCPA and other anti-corruption laws or trade control laws, as well as other laws governing our operations;
•Risks associated with pandemics and other public health emergencies;
•The number, type, outcomes (by judgment or settlement) and costs of legal, tax, regulatory or administrative proceedings, litigation and/or amnesty programs;
•Increased scrutiny from stakeholders related to environmental, social and governance ("ESG") matters, as well as our ability to achieve our broader ESG goals and objectives;
•Costs and timing of implementation of any upgrades or changes to our information technology systems;
•Failure by us to comply with any privacy or data security laws or to protect against theft of customer, employee and corporate sensitive information;
•Information technology system failures, data security breaches, network disruptions, and cybersecurity events; and
•Other factors described elsewhere in this document and from time to time in documents that we file with the SEC.
All forward-looking statements made in this document are qualified by these cautionary statements. Forward-looking statements herein are made only as of the date of this document, and Mativ undertakes no obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.
Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance unless expressed as such and should only be viewed as historical data.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our market risk exposure at June 30, 2025 is consistent with, and not materially different than, the market risk and discussion of exposure presented under the caption "Quantitative and Qualitative Disclosures about Market Risk" in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We currently have in place systems relating to disclosure controls and procedures designed to ensure the timely recording, processing, summarizing and reporting of information required to be disclosed in periodic reports under the Securities Exchange Act of 1934, as amended. These disclosure controls and procedures include those designed to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions about required disclosure. Upon completing our review and evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures were effective as of June 30, 2025.
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Changes in Internal Control Over Financial Reporting
No changes in our internal control over financial reporting were identified as having occurred in the fiscal quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is subject to various claims and pending or threatened lawsuits in the normal course of business. The Company is not currently a party to any legal proceedings that it believes would have a material adverse effect on its financial position, results of operations, or cash flows. Refer to Note 11. Commitments and Contingencies of the notes to the unaudited condensed consolidated financial statements included in this report.
Item 1A. Risk Factors
There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2024. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, "Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities By the Issuer and Affiliated Purchasers
In August 2023, the Board of Directors authorized the repurchase of shares of Mativ Common Stock in an amount not to exceed $30.0 million. Under the current $30.0 million authorization, the Company repurchased 539,386 shares for $8.0 million cumulatively as of August 4, 2025.
The Company did not repurchase shares during the three months ended June 30, 2025, and the remaining amount of share repurchases currently authorized by our Board of Directors as of June 30, 2025 is $22.0 million.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the fiscal quarter ended June 30, 2025, none of the Company’s directors or executive officers adopted terminated
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Item 6. Exhibits
| Exhibit Number | Exhibit | |||||||
| 3.1 | Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009). | |||||||
| 3.2 | Certificate of Amendment to the Certificate of Incorporation of the Company (filed on August 21, 1995), effective as of July 6, 2022 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 6, 2022). | |||||||
| 3.3 | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 11, 2025). | |||||||
| 10.1+ | Separation Agreement and General Waiver and Release, dated May 23, 2025, between the Company and Michael W. Rickheim (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 23, 2025). | |||||||
| 10.2+ | Amendment No. 1 to the Mativ Holdings, Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 2, 2025). | |||||||
| *31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended. | |||||||
| *31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended. | |||||||
| *32 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101 | The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the unaudited condensed consolidated statements of income (loss), (ii) the unaudited condensed consolidated statements of comprehensive income (loss), (iii) the unaudited condensed consolidated balance sheets, (iv) the unaudited condensed consolidated statements of changes in stockholders' equity, (v) the unaudited condensed consolidated statements of cash flow, and (vi) notes to unaudited condensed consolidated financial statements. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* Filed herewith
+ Indicates management compensatory plan or arrangement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Mativ Holdings, Inc.
(Registrant)
| By: | /s/ Shruti Singhal | |||||||||||||
| Shruti Singhal President and Chief Executive Officer (duly authorized officer and principal executive officer) | ||||||||||||||
| August 7, 2025 | ||||||||||||||
| By: | /s/ Greg Weitzel | |||||||||||||
| Greg Weitzel Executive Vice President and Chief Financial Officer (duly authorized officer and principal financial officer) | ||||||||||||||
| August 7, 2025 | ||||||||||||||
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FAQ
What drove MATV's large year-to-date net loss in 2025?
A $411.9 m goodwill impairment recorded in Q1 2025 was the primary driver, pushing the six-month loss to $(435.0) m.
How did revenue and operating profit change in Q2 2025 vs Q2 2024?
Net sales were $525.4 m, up 0.3%. Operating profit rose to $20.1 m from $10.5 m on lower SG&A and restructuring costs.
What is MATV's current debt level and average interest rate?
Long-term debt is $1.09 bn; the company pays a weighted-average interest rate of 7.42%.
How much cash did MATV generate from operations in the first half of 2025?
Operating cash flow was $41.7 m, up from $33.1 m in the prior-year period.
Which segment contributes most to MATV's revenue?
In Q2 2025 the Sustainable & Adhesive Solutions segment generated $321.0 m (61%) of total sales.
How many MATV shares are outstanding?
MATV had 54,672,519 common shares outstanding as of 4 Aug 2025.
Mativ Holdings
NYSE:MATV
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Aug 6, 2025
[SCHEDULE 13G/A] Mativ Holdings, Inc. SEC Filing