What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-05-03 compared with 2024-02-02 · 110 added, 101 removed, 156 unchanged (57% of the section changed)

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

The decrease in sales primarily reflected lower retail-based sales, partially offset by improved price realization.

Changes in foreign currency exchange rates had a favorable impact of $1.0 million on the segment's sales compared to the prior year.

Gross profit for the three months ended December 31, 2023 was $132.4 million, compared to $138.9 million for the same period a year ago.

Consolidated gross profit as a percent of sales was 29.4% and 30.9% for the first three months of fiscal 2024 and fiscal 2023, respectively.

The decrease in gross profit primarily reflected the impact of unfavorable changes in sales mix in Memorialization (lower sales of caskets and higher sales of granite memorial products), lower margins on engineered products and cremation products, and higher material and labor costs.

These decreases were partially offset by improved margins on cylinder (packaging) products and benefits from the realization of productivity improvements and other cost-reduction initiatives.

Gross profit also included acquisition integration costs and other charges primarily in connection with cost-reduction initiatives totaling $3.9 million and $855,000 for the three months ended December 31, 2023 and 2022, respectively.

Selling and administrative expenses for the three months ended December 31, 2023 were $113.1 million, compared to $111.4 million for the first three months of fiscal 2023.

Consolidated selling and administrative expenses, as a percent of sales, were 25.1% for the three months ended December 31, 2023, compared to 24.8% for the same period last year.

Fiscal 2024 selling and administrative expenses reflected the impact of higher compensation, partially offset by benefits from ongoing cost-reduction initiatives.

Selling and administrative expenses also included acquisition integration and related systems-integration costs, and other charges primarily in connection with certain commercial, operational and cost-reduction initiatives totaling $4.6 million in fiscal 2024, compared to $2.7 million in fiscal 2023.

Intangible amortization for the three months ended December 31, 2023 was $9.8 million, compared to $10.3 million for the three months ended December 31, 2022.

Adjusted EBITDA was $45.5 million for the three months ended December 31, 2023 and $49.3 million for the three months ended December 31, 2022.

Memorialization segment adjusted EBITDA was $36.7 million for the first three months of fiscal 2024 compared to $39.1 million for the first three months of fiscal 2023.

The decrease in segment adjusted EBITDA reflected the impact of higher material and labor costs, lower margins on cremation products, and unfavorable changes in sales mix.

decrease in sales primarily reflected lower retail-based sales and lower brand sales in Europe.

These decreases were partially offset by higher brand sales in the U.S., increased sales of cylinder (packaging) products in Europe, and improved price realization.

Changes in foreign currency exchange rates had an unfavorable impact of $314,000 on the segment's sales compared to the prior year.

Gross profit for the six months ended March 31, 2024 was $280.5 million, compared to $288.6 million for the same period a year ago.

Consolidated gross profit as a percent of sales was 30.5% and 31.1% for the first six months of fiscal 2024 and fiscal 2023, respectively.

The decrease in gross profit reflected the impact of lower sales, lower margins on engineered products and cremation products, and higher material and labor costs.

These decreases were partially offset by improved margins on product identification, warehouse automation solutions and cylinder (packaging) products, and benefits from the realization of productivity improvements and other cost-reduction initiatives.

Gross profit also included acquisition integration costs and other charges primarily in connection with cost-reduction initiatives totaling $5.9 million and $3.1 million for the six months ended March 31, 2024 and 2023, respectively.

Selling and administrative expenses for the six months ended March 31, 2024 were $231.0 million, compared to $227.4 million for the first six months of fiscal 2023.

Consolidated selling and administrative expenses, as a percent of sales, were 25.1% for the six months ended March 31, 2024, compared to 24.5% for the same period last year.

Selling and administrative expenses included acquisition integration and related systems-integration costs, and other charges primarily in connection with certain commercial, operational and cost-reduction initiatives totaling $10.8 million in fiscal 2024, compared to $7.8 million in fiscal 2023.

Fiscal 2024 selling and administrative expenses also reflected the impact of higher compensation, partially offset by benefits from ongoing cost-reduction initiatives.

Intangible amortization for the six months ended March 31, 2024 was $18.8 million, compared to $20.9 million for the six months ended March 31, 2023.

Adjusted EBITDA was $102.3 million for the six months ended March 31, 2024 and $107.7 million for the six months ended March 31, 2023.

Memorialization segment adjusted EBITDA was $83.3 million for the first six months of fiscal 2024 compared to $87.2 million for the first six months of fiscal 2023.

The decrease in segment adjusted EBITDA reflected the impact of higher material and labor costs, and lower margins on cremation products.

These decreases were partially offset by the impact of benefits from productivity initiatives and lower performance-based compensation compared to fiscal 2023.

Adjusted EBITDA for the Industrial Technologies segment was $9.6 million for the three months ended December 31, 2023 compared to $12.2 million for the three months ended December 31, 2022.

The decrease in segment adjusted EBITDA primarily reflected the impact of higher labor costs and lower margins on engineered products.

Adjusted EBITDA for the SGK Brand Solutions segment was $12.9 million for the first three months of fiscal 2024 compared to $12.2 million for the same period a year ago.

The increase in segment adjusted EBITDA primarily reflected the impact of benefits from cost-reduction initiatives and improved margins on cylinder (packaging) products, partially offset by the impact of lower sales and higher labor costs.

Interest expense for the first three months of fiscal 2024 was $11.6 million, compared to $10.2 million for the same period last year.

The increase in interest expense primarily reflected higher average interest rates in the current fiscal year.

Other income (deductions), net, for the three months ended December 31, 2023 represented a decrease in pre-tax income of $880,000, compared to a decrease in pre-tax income of $2.1 million for the same period last year.

Other income (deductions), net includes the non-service components of pension and postretirement expense, which totaled $109,000 and $1.4 million for the three months ended December 31, 2023 and 2022, respectively.

Adjusted EBITDA for the Industrial Technologies segment was $19.7 million for the six months ended March 31, 2024 compared to $27.8 million for the six months ended March 31, 2023.

The decrease in segment adjusted EBITDA primarily reflected the impact of lower sales, higher labor costs, and lower margins on engineered products.

These decreases were partially offset by improved margins on product identification and warehouse automation solutions, and benefits from cost-reduction initiatives.

Adjusted EBITDA for the SGK Brand Solutions segment was $28.3 million for the first six months of fiscal 2024 compared to $23.3 million for the same period a year ago.

Interest expense for the first six months of fiscal 2024 was $24.1 million, compared to $22.3 million for the same period last year.

The increase in interest expense reflected higher average interest rates and an increase in average borrowing levels in the current fiscal year.

Other income (deductions), net, for the six months ended March 31, 2024 represented a decrease in pre-tax income of $1.8 million, compared to a decrease in pre-tax income of $551,000 for the same period last year.

Other income (deductions), net includes the non-service components of pension and postretirement expense, which totaled $219,000 and $1.5 million for the six months ended March 31, 2024 and 2023, respectively.

Fiscal 2023 non-service pension expense included a $1.3 million non-cash charge resulting from the settlement of the Company's supplemental retirement plan ("SERP") and defined benefit portion of the officers retirement restoration plan ("ORRP") obligations.

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Other income (deductions), net also includes investment income, banking-related fees and the impact of currency gains and losses on certain intercompany debt and foreign denominated cash balances.

Other income (deductions), net included $320,000 and $1.1 million of currency losses associated with highly inflationary accounting for the Company's subsidiaries in Turkey for the three months ended December 31, 2023 and 2022, respectively (see Note 2, "Basis of Presentation" in Item 1 - "Financial Statements").

Other income (deductions), net included $710,000 and $1.2 million of currency losses associated with highly inflationary accounting for the Company's subsidiaries in Turkey for the six months ended March 31, 2024 and 2023, respectively (see Note 2, "Basis of Presentation" in Item 1 - "Financial Statements").

Fiscal 2023 other income (deductions), net also included loss recoveries of $2.2 million related to a previously disclosed theft of funds by a former employee initially identified in fiscal 2015.

Income tax provisions for the Company's interim periods are based on the effective income tax rate expected to be applicable for the full year.

The Company's consolidated income taxes for the first three months of fiscal 2024 were a benefit of $726,000, compared to an expense of $1.3 million for the first three months of fiscal 2023.

The difference between the Company’s consolidated income taxes for the first three months of fiscal 2024 compared to the same period for fiscal 2023 resulted from a consolidated pre-tax loss in fiscal 2024 compared to pre-tax income in fiscal 2023 as well as a net tax benefit from discrete items.

The Company’s fiscal 2024 three-month effective tax rate varied from the U.S.

statutory tax rate of 21.0% primarily due to state taxes, foreign statutory rate differentials, tax credits, and a net discrete tax benefit.

The Company’s fiscal 2023 three-month effective tax rate varied from the U.S.

statutory tax rate of 21.0% primarily due to state taxes, foreign statutory rate differentials, and tax credits.

The Company's consolidated income taxes for the first six months of fiscal 2024 were a benefit of $1.8 million, compared to an expense of $4.7 million for the first six months of fiscal 2023.

The difference between the Company’s consolidated income taxes for the first six months of fiscal 2024 compared to the same period for fiscal 2023 resulted from a decrease in consolidated pre-tax income in fiscal 2024 compared to fiscal 2023 as well as a net tax benefit from discrete items.

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

Net losses attributable to noncontrolling interests were $56,000 for the three months ended December 31, 2022, reflecting losses in less than wholly-owned businesses.

The Company’s fiscal 2024 six-month effective tax rate varied from the U.S.

statutory tax rate of 21.0% primarily due to state taxes, foreign statutory rate differentials, tax credits, non-tax benefited foreign losses, and a net discrete tax benefit.

The Company’s fiscal 2023 six-month effective tax rate varied from the U.S.

statutory tax rate of 21.0% primarily due to state taxes, foreign statutory rate differentials, tax credits, and non-tax benefited foreign losses.

Net losses attributable to noncontrolling interests were $58,000 for the six months ended March 31, 2023, reflecting losses in less than wholly-owned businesses.

NON-GAAP FINANCIAL MEASURES:

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Three Months Ended

March 31, Six Months Ended

2024 2023 2024 2023

(Dollar amounts in thousands)

Net (loss) income $ (2,303) $ 3,647

Net income $ 9,027 $ 9,125 $ 6,724 $ 12,772

Income tax (benefit) provision (1,122) 3,382 (1,848) 4,694

(Loss) income before income taxes (3,029) 4,959

Income before income taxes 7,905 12,507 4,876 17,466

Net loss attributable to noncontrolling interests — 2 — 58

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Acquisition and divestiture related items (2)**

2,062 2,852 3,299 4,137

Strategic initiatives and other charges (3)**

4,962 1,280 10,882 3,061

Highly inflationary accounting losses (primarily non-cash) (4)

390 160 710 1,248

Stock-based compensation 4,327 4,278 8,978 8,612

Non-service pension and postretirement expense (5)

110 83 219 1,471

Total Adjusted EBITDA $ 56,800 $ 58,447 $ 102,282 $ 107,738

(1) Includes fees for receivables sold under the RPA and factoring arrangements totaling $1,175 and $456 for the three months ended December 31, 2023 and 2022, respectively.

(1) Includes fees for receivables sold under the RPA and factoring arrangements totaling $1.2 million and $1.1 million for the three months ended March 31, 2024 and 2023, respectively, and $2.4 million and $1.5 million for the six months ended March 31, 2024 and 2023, respectively.

(2) Includes certain non-recurring items associated with recent acquisition and divestiture activities.

(3) Includes certain non-recurring costs associated with commercial, operational and cost-reduction initiatives, and costs associated with global ERP system integration efforts.

Fiscal 2024 also includes costs related to an ongoing contractual dispute which totaled $5.0 million for the six months ended March 31, 2024.

Fiscal 2023 includes loss recoveries totaling $2.2 million for the six months ended March 31, 2023, which were related to a previously disclosed theft of funds by a former employee initially identified in fiscal 2015.

(4) Represents exchange losses associated with highly inflationary accounting related to the Company's Turkish subsidiaries (see Note 2, "Basis of Presentation" in Item 1 - "Financial Statements and Supplementary Data").

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Please note that GAAP pension and postretirement expense or the adjustment above are not necessarily indicative of the current or future cash flow requirements related to these employee benefit plans.

* Depreciation and amortization was $6.4 million and $5.6 million for the Memorialization segment, $6.4 million and $5.9 million for the Industrial Technologies segment, $9.6 million and $11.1 million for the SGK Brand Solutions segment, and $1.2 million and $1.2 million for Corporate and Non-Operating, for the three months ended December 31, 2023 and 2022, respectively.

** Acquisition and divestiture costs, ERP integration costs, and strategic initiatives and other charges were $60,000 and $378,000 for the Memorialization segment, $5.4 million and $937,000 for the Industrial Technologies segment, $863,000 and $521,000 for the SGK Brand Solutions segment, and $867,000 and $1.2 million for Corporate and Non-Operating, for the three months ended December 31, 2023 and 2022, respectively.

* Depreciation and amortization was $6.9 million and $5.7 million for the Memorialization segment, $5.6 million and $5.9 million for the Industrial Technologies segment, $9.7 million and $11.3 million for the SGK Brand Solutions segment, and $1.1 million and $1.2 million for Corporate and Non-Operating, for the three months ended March 31, 2024 and 2023, respectively.

Depreciation and amortization was $13.3 million and $11.3 million for the Memorialization segment, $11.9 million and $11.8 million for the Industrial Technologies segment, $19.2 million and $22.4 million for the SGK Brand Solutions segment, and $2.3 million and $2.4 million for Corporate and Non-Operating, for the six months ended March 31, 2024 and 2023, respectively.

** Acquisition costs, ERP integration costs, and strategic initiatives and other charges were $1.0 million and $333,000 for the Memorialization segment, $4.4 million and $2.4 million for the Industrial Technologies segment, $358,000 and $2.6 million for the SGK Brand Solutions segment, and $1.2 million and income of $1.2 million for Corporate and Non-Operating, for the three months ended March 31, 2024 and 2023, respectively.

Acquisition costs, ERP integration costs, and strategic initiatives and other charges were $1.1 million and $711,000 for the Memorialization segment, $9.8 million and $3.4 million for the Industrial Technologies segment, $1.2 million and $3.1 million for the SGK Brand Solutions segment, and $2.1 million and income of $18,000 for Corporate and Non-Operating, for the six months ended March 31, 2024 and 2023, respectively.

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

LIQUIDITY AND CAPITAL RESOURCES:

Net cash used in operating activities was $27.3 million for the first three months of fiscal 2024, compared to $36.2 million for the first three months of fiscal 2023.

Operating cash flow for both periods principally included net (loss) income adjusted for deferred taxes, depreciation and amortization, stock-based compensation expense, non-cash pension expense, other non-cash adjustments, and changes in working capital items.

Fiscal 2023 operating cash flow also reflected $24.2 million of contributions to fund the settlement of the Company's SERP and ORRP obligations.

Net cash provided by operating activities was $29.8 million for the first six months of fiscal 2024, compared to $44.7 million for the first six months of fiscal 2023.

Operating cash flow for both periods principally included net income adjusted for deferred taxes, depreciation and amortization, stock-based compensation expense, non-cash pension expense, other non-cash adjustments, and changes in working capital items.

Fiscal 2023 operating cash flow also reflected $24.2 million of contributions to fund the settlement of the Company's SERP and ORRP obligations, and $10.5 million of proceeds from the settlement of cash flow hedges.

Net changes in working capital items decreased operating cash flow by $35.6 million and $10.9 million in fiscal 2024 and fiscal 2023, respectively.

The fiscal 2024 change in working capital principally reflected incentive compensation-related payments, higher accounts receivable, lower trade accounts payables, and changes in contract assets and liabilities related to products and services provided to customers over time.

Cash used in investing activities was $14.2 million for the three months ended December 31, 2023 and the three months ended December 31, 2022.

Investing activities for the first three months of fiscal 2024 primarily reflected capital expenditures of $14.1 million.

Investing activities for the first three months of fiscal 2023 primarily reflected capital expenditures of $12.4 million, and acquisitions, net of cash acquired, of $1.8 million.

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

The fiscal 2024 change in working capital principally reflected incentive compensation-related payments, changes in contract assets and liabilities related to products and services provided to customers over time, lower accounts receivable, inventory and trade accounts payables, and changes in other accounts.

Cash used in investing activities was $29.8 million for the six months ended March 31, 2024, compared to $31.2 million for the six months ended March 31, 2023.

Investing activities for the first six months of fiscal 2024 primarily reflected capital expenditures of $24.0 million, and acquisitions, net of cash acquired, of $5.8 million.

Investing activities for the first six months of fiscal 2023 primarily reflected capital expenditures of $23.8 million, and acquisitions, net of cash acquired, of $7.6 million.

Capital expenditures reflected reinvestment in the Company's business segments and were made primarily for the purchase of new production machinery, equipment, software and systems, and facilities designed to improve product quality, increase manufacturing efficiency and capacity, lower production costs and meet regulatory requirements.

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The Company expects to generate sufficient cash from operations to fund all anticipated capital spending projects.

Cash provided by financing activities for the three months ended December 31, 2023 was $36.1 million, primarily reflecting proceeds, net of repayments, on long-term debt of $62.6 million, treasury stock purchases of $17.2 million, and dividends of $9.3 million.

Cash provided by financing activities for the three months ended December 31, 2022 was $22.3 million, primarily reflecting proceeds, net of repayments, on long-term debt of $32.7 million, treasury stock purchases of $2.5 million and dividends of $7.0 million.

The Company has a domestic credit facility with a syndicate of financial institutions that includes a $750.0 million senior secured revolving credit facility, which matures in March 2025.

Cash provided by financing activities for the six months ended March 31, 2024 was $3.0 million, primarily reflecting proceeds, net of repayments, on long-term debt of $41.6 million, treasury stock purchases of $17.2 million, dividends of $16.7 million, and payments of debt issuance costs of $4.7 million (see below).

Cash used in financing activities for the six months ended March 31, 2023 was $44.9 million, primarily reflecting repayments, net of proceeds, on long-term debt of $27.1 million, treasury stock purchases of $2.7 million and dividends of $14.1 million.

The Company has a domestic credit facility with a syndicate of financial institutions that was amended and restated in January 2024.

The amended and restated loan agreement includes a $750.0 million senior secured revolving credit facility, which matures in January 2029, subject to the terms and conditions of the amended facility.

A portion of the revolving credit facility (not to exceed $350.0 million) can be drawn in foreign currencies.

Borrowings under the revolving credit facility bear interest at the Secured Overnight Financing Rate ("SOFR"), plus a 0.10% per annum rate spread adjustment, plus a factor ranging from 0.75% to 2.00% (1.25% at December 31, 2023) based on the Company's secured leverage ratio.

The secured leverage ratio is defined as net secured indebtedness divided by EBITDA (earnings before interest, income taxes, depreciation and amortization) as defined within the domestic credit facility agreement.

Borrowings under the revolving credit facility bear interest at the Secured Overnight Financing Rate ("SOFR"), plus a 0.10% per annum rate spread adjustment, plus a factor ranging from 1.00% to 2.00% (1.50% at March 31, 2024) based on the Company's leverage ratio.

The leverage ratio is defined as total indebtedness divided by EBITDA (earnings before interest, income taxes, depreciation and amortization) as defined within the domestic credit facility agreement.

The Company is required to pay an annual commitment fee ranging from 0.15% to 0.30% (based on the Company's leverage ratio) of the unused portion of the revolving credit facility.

The Company incurred debt issuance costs in connection with the domestic credit facility.

Unamortized costs were $795,000 and $949,000 at December 31, 2023 and September 30, 2023, respectively.

The Company incurred new debt issuance costs of $4.7 million in connection with the amended and restated agreement, which were deferred and are being amortized over the term of the facility.

Unamortized costs were $5.4 million and $949,000 at March 31, 2024 and September 30, 2023, respectively.

The domestic credit facility requires the Company to maintain certain leverage and interest coverage ratios.

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Outstanding U.S.

dollar denominated borrowings on the revolving credit facility at December 31, 2023 and September 30, 2023 were $454.4 million and $405.0 million, respectively.

Outstanding Euro denominated borrowings on the revolving credit facility at December 31, 2023 and September 30, 2023 were €55.0 million ($60.7 million) and €55.0 million ($58.2 million), respectively.

The weighted-average interest rate on outstanding borrowings for the domestic credit facility (including the effects of interest rate swaps and Euro denominated borrowings) at December 31, 2023 and 2022 was 5.32% and 4.24%, respectively.

The Company amended the domestic credit facility in January 2024.

Refer to “Subsequent Event” below.

dollar denominated borrowings on the revolving credit facility at March 31, 2024 and September 30, 2023 were $447.9 million and $405.0 million, respectively.

Outstanding Euro denominated borrowings on the revolving credit facility at March 31, 2024 and September 30, 2023 were €55.0 million ($59.4 million) and €55.0 million ($58.2 million), respectively.

The weighted-average interest rate on outstanding borrowings for the domestic credit facility (including the effects of interest rate swaps and Euro denominated borrowings) at March 31, 2024 and 2023 was 4.89% and 5.17%, respectively.

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

The Company has $299.2 million of 5.25% senior unsecured notes due December 1, 2025 (the "2025 Senior Notes").

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The Company incurred direct financing fees and costs in connection with the 2025 Senior Notes.

Unamortized costs were $1.0 million and $1.1 million at December 31, 2023 and September 30, 2023, respectively.

Unamortized costs were $855,000 and $1.1 million at March 31, 2024 and September 30, 2023, respectively.

The Company and certain of its domestic subsidiaries sell, on a continuous basis without recourse, their trade receivables to Matthews Receivables Funding Corporation, LLC (“Matthews RFC”), a wholly-owned bankruptcy-remote subsidiary of the Company.

In March 2022, Matthews RFC entered into a receivables purchase agreement (“RPA”) to sell up to $125.0 million of receivables to certain purchasers (the “Purchasers”) on a recurring basis in exchange for cash (referred to as “capital” within the RPA) equal to the gross receivables transferred.

Matthews RFC has a receivables purchase agreement (“RPA”) to sell up to $125.0 million of receivables to certain purchasers (the “Purchasers”) on a recurring basis in exchange for cash (referred to as “capital” within the RPA) equal to the gross receivables transferred.

The parties intend that the transfers of receivables to the Purchasers constitute purchases and sales of receivables.

Matthews RFC has guaranteed to each Purchaser the prompt payment of sold receivables, and has granted a security interest in its assets for the benefit of the Purchasers.

Under the RPA, which matures in March 2024, each Purchaser’s share of capital accrues yield at a floating rate plus an applicable margin.

Under the RPA, each Purchaser’s share of capital accrues yield at a floating rate plus an applicable margin.

The Company is the master servicer under the RPA, and is responsible for administering and collecting receivables.

The RPA, which had a maturity date of March 2024, was amended in March 2024 to extend the maturity date to March 2026.

The proceeds of the RPA are classified as operating activities in the Company’s Consolidated Statements of Cash Flows.

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The fair value of the sold receivables approximated book value due to their credit quality and short-term nature, and as a result, no gain or loss on sale of receivables was recorded.

As of December 31, 2023 and September 30, 2023, the amount sold to the Purchasers was $101.9 million and $101.8 million, respectively, which was derecognized from the Consolidated Balance Sheets.

As collateral against sold receivables, Matthews

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

RFC maintains a certain level of unsold receivables, which was $57.5 million and $57.9 million as of December 31, 2023 and September 30, 2023, respectively.

As of March 31, 2024 and September 30, 2023, the amount sold to the Purchasers was $109.9 million and $101.8 million, respectively, which was derecognized from the Consolidated Balance Sheets.

As collateral against sold receivables, Matthews RFC maintains a certain level of unsold receivables, which was $51.8 million and $57.9 million as of March 31, 2024 and September 30, 2023, respectively.

The following table sets forth a summary of receivables sold as part of the RPA:

Three Months Ended

December 31, 2023 Three Months Ended

December 31, 2022

Six Months Ended

March 31, 2024 Six Months Ended

March 31, 2023

(Dollar amounts in thousands)

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As these transfers qualify as true sales under the applicable accounting guidance, the receivables are de-recognized from the Company's Consolidated Balance Sheets upon transfer.

The principal amount of receivables sold under this arrangement was $17.1 million during the three months ended December 31, 2023.

The principal amount of receivables sold under this arrangement was $35.0 million and $17.0 million during the six months ended March 31, 2024 and 2023, respectively.

The discounts on the trade receivables sold are included within administrative expense in the Consolidated Statements of Income.

The proceeds from the sale of receivables are classified as operating activities in the Company's Consolidated Statements of Cash Flows.

As of December 31, 2023 and September 30, 2023, the amount of factored receivables that remained outstanding was $16.4 million and $18.0 million, respectively.

As of March 31, 2024 and September 30, 2023, the amount of factored receivables that remained outstanding was $15.4 million and $18.0 million, respectively.

The Company, through certain of its European subsidiaries, has a credit facility with a European bank, which is guaranteed by Matthews.

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This facility has no stated maturity date and is available until terminated.

Outstanding borrowings under the credit facility totaled €5.4 million ($6.0 million) at December 31, 2023.

Outstanding borrowings under the credit facility totaled €3.5 million ($3.7 million) at March 31, 2024.

There were no outstanding borrowings under the credit facility at September 30, 2023.

The weighted-average interest rate on outstanding borrowings under this facility was 6.11% and 3.96% at December 31, 2023 and 2022, respectively.

Other borrowings totaled $28.1 million and $19.2 million at December 31, 2023 and September 30, 2023, respectively.

The weighted-average interest rate on these borrowings was 4.20% and 3.09% at December 31, 2023 and 2022, respectively.

The weighted-average interest rate on outstanding borrowings under this facility was 6.11% and 5.17% at March 31, 2024 and 2023, respectively.

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

Other borrowings totaled $17.2 million and $19.2 million at March 31, 2024 and September 30, 2023, respectively.

The weighted-average interest rate on these borrowings was 2.55% and 3.01% at March 31, 2024 and 2023, respectively.

The Company operates internationally and utilizes certain derivative financial instruments to manage its foreign currency, debt and interest rate exposures.

The following table presents information related to interest rate swaps entered into by the Company and designated as cash flow hedges:

December 31, 2023 September 30, 2023

March 31, 2024 September 30, 2023

(Dollar amounts in thousands)

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Based on the Company's assessment, all of the critical terms of each of the hedges matched the underlying terms of the hedged debt and related forecasted interest payments, and as such, these hedges were considered highly effective.

The fair value of the interest rate swaps reflected a net unrealized loss of $1.3 million ($1.0 million after tax) at December 31, 2023 and a net unrealized gain of $4.0 million ($3.0 million after tax) at September 30, 2023, that is included in shareholders' equity as part of accumulated other comprehensive income (loss) ("AOCI").

Unrecognized gains of $6.9 million ($5.2 million after tax) and $8.1 million ($6.0 million after tax) related to previously terminated LIBOR-based swaps were also included in AOCI as of December 31, 2023 and September 30, 2023, respectively.

Assuming market rates remain constant with the rates at

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

December 31, 2023, a gain (net of tax) of approximately $2.6 million included in AOCI is expected to be recognized in earnings over the next twelve months.

The fair value of the interest rate swaps reflected a net unrealized gain of $1.8 million ($1.3 million after tax) at March 31, 2024 and $4.0 million ($3.0 million after tax) at September 30, 2023, that is included in shareholders' equity as part of accumulated other comprehensive income (loss) ("AOCI").

Unrecognized gains of $5.8 million ($4.3 million after tax) and $8.1 million ($6.0 million after tax) related to previously terminated LIBOR-based swaps were also included in AOCI as of March 31, 2024 and September 30, 2023, respectively.

Assuming market rates remain constant with the rates at March 31, 2024, a gain (net of tax) of approximately $2.9 million included in AOCI is expected to be recognized in earnings over the next twelve months.

The Company has a U.S.

Dollar/Euro cross currency swap with a notional amount of $81.4 million as of December 31, 2023 and September 30, 2023, which has been designated as a net investment hedge of foreign operations.

Dollar/Euro cross currency swap with a notional amount of $81.4 million as of March 31, 2024 and September 30, 2023, which has been designated as a net investment hedge of foreign operations.

The swap contract matures in September 2027.

The Company assesses hedge effectiveness for this contract based on changes in fair value attributable to changes in spot prices.

A loss of $5.1 million (net of income taxes of $1.7 million) and a loss of $2.1 million (net of income taxes of $701,000), which represented effective hedges of net investments, were reported as a component of AOCI within currency translation adjustment at December 31, 2023 and September 30, 2023, respectively.

Income of $259,000 and $272,000, which represented the recognized portion of the fair value of cross currency swaps excluded from the assessment of hedge effectiveness, was included in current period earnings as a component of interest expense for the three months ended December 31, 2023 and 2022, respectively.

At December 31, 2023 and September 30, 2023, the swap totaled $6.8 million and $2.8 million, respectively, and was included in other accrued liabilities in the Consolidated Balance Sheets.

The Company uses certain foreign currency debt instruments as net investment hedges of foreign operations with a notional amount of €55.0 million ($60.7 million) as of December 31, 2023.

Currency losses of $1.1 million (net of income taxes of $383,000), which represent effective hedges of net investments, were reported as a component of AOCI within currency translation adjustment at December 31, 2023.

A loss of $3.8 million (net of income taxes of $1.3 million) and a loss of $2.1 million (net of income taxes of $701,000), which represented effective hedges of net investments, were reported as a component of AOCI within currency translation adjustment at March 31, 2024 and September 30, 2023, respectively.

Income of $327,000 and $586,000, which represented the recognized portion of the fair value of cross currency swaps excluded from the assessment of hedge effectiveness, was included in current period earnings as a component of interest expense for the three and six months ended March 31, 2024, respectively.

Income of $309,000 and $581,000, which represented the recognized portion of the fair value of cross currency swaps excluded from the assessment of hedge effectiveness, was included in current period earnings as a component of interest expense for the three and six months ended March 31, 2023, respectively.

At March 31, 2024 and September 30, 2023, the swap totaled $5.1 million and $2.8 million, respectively, and was included in other accrued liabilities in the Consolidated Balance Sheets.

The Company uses certain foreign currency debt instruments as net investment hedges of foreign operations with a notional amount of €55.0 million ($59.4 million) as of March 31, 2024.

Currency losses of $2.0 million (net of income taxes of $675,000), which represent effective hedges of net investments, were reported as a component of AOCI within currency translation adjustment at March 31, 2024.

The Company has a stock repurchase program.

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Repurchased shares may be retained in treasury, utilized for acquisitions, or reissued to employees or other purchasers, subject to the restrictions set forth in the Company's Restated Articles of Incorporation.

Under the current authorization, 729,060 shares remain available for repurchase as of December 31, 2023.

Under the current authorization, 728,031 shares remain available for repurchase as of March 31, 2024.

Refer to Item 2 - "Unregistered Sales of Equity Securities and Use of Proceeds" in Part II - "Other Information" for further details on the Company's repurchases in fiscal 2024.

Consolidated working capital of the Company was $308.9 million at December 31, 2023, compared to $253.7 million at September 30, 2023.

Cash and cash equivalents were $37.9 million at December 31, 2023, compared to $42.1 million at September 30, 2023.

The Company's current ratio was 1.9 at December 31, 2023 and 1.6 at September 30, 2023, respectively.

Consolidated working capital of the Company was $295.3 million at March 31, 2024, compared to $253.7 million at September 30, 2023.

Cash and cash equivalents were $45.5 million at March 31, 2024, compared to $42.1 million at September 30, 2023.

The Company's current ratio was 1.8 at March 31, 2024 and 1.6 at September 30, 2023, respectively.

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

Long-Term Contractual Obligations:

The following table summarizes the Company's contractual obligations at December 31, 2023, and the effect such obligations are expected to have on its liquidity and cash flows in future periods.

The following table summarizes the Company's contractual obligations at March 31, 2024, and the effect such obligations are expected to have on its liquidity and cash flows in future periods.

Payments due in fiscal year:

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(1) Lease obligations have not been discounted to their present value.

(2) Subsequent to the balance sheet date, the Company amended its domestic credit facility and extended its maturity date to February 2029.

Refer to Note 17, "Subsequent Event" in Item 1 - "Financial Statements and Supplementary Data" for further details.

In the first quarter of fiscal 2023, the Company made lump sum payments totaling $24.2 million to fully settle the SERP and defined benefit portion of the ORRP obligations.

The settlement of these plan obligations resulted in the recognition of a non-cash charge of $1.3 million, which has been presented as a component of other income (deductions), net for the three months ended December 31, 2022.

This amount represents the immediate recognition of the deferred AOCI balances related to the SERP and ORRP.

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

Unrecognized tax benefits are positions taken, or expected to be taken, on an income tax return that may result in additional payments to tax authorities.

If a tax authority agrees with the tax position taken, or expected to be taken, or the applicable statute of limitations expires, then additional payments will not be necessary.

As of December 31, 2023, the Company had unrecognized tax benefits, excluding penalties and interest, of approximately $4.2 million.

As of March 31, 2024, the Company had unrecognized tax benefits, excluding penalties and interest, of approximately $4.5 million.

The timing of potential future payments related to the unrecognized tax benefits is not presently determinable.

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Refer to Note 15, "Acquisitions and Divestitures" in Item 1 - "Financial Statements" for further details on the Company's acquisitions and divestitures.

SUBSEQUENT EVENT:

Refer to Note 17, "Subsequent Event" in Item 1 - "Financial Statements" for further details on the Company's subsequent event.

FORWARD-LOOKING INFORMATION:

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Organic growth primarily reflects the Company’s internal efforts to grow its businesses including commercial activities, cost structure and productivity improvements, new product development, and the expansion into new markets with existing products.

Growth through acquisitions reflects the benefits from acquired businesses and also includes related integration activities to achieve commercial and cost synergy benefits.

Growth through

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

acquisitions reflects the benefits from acquired businesses and also includes related integration activities to achieve commercial and cost synergy benefits.

The significant factors influencing organic sales growth in the Industrial Technologies segment include economic/industrial market conditions, new product development, and the electric vehicles ("EV") and e-commerce trends.

The Industrial Technologies segment received over $200 million of new orders during the fiscal 2023 first quarter for its energy storage solutions business.

The orders have been received from multiple EV, fuel cell, and battery manufacturers, and the timing of execution for these orders is expected to impact the segment’s sales in fiscal 2024.

For the Memorialization segment, the Company expects that sales growth will be influenced by North America death rates and the impact of the increasing trend toward cremation on the segment's product offerings, including caskets, cemetery memorial products and cremation-related products.

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The Company expects to partially mitigate these cost increases through price realization and cost-reduction initiatives.

Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

CRITICAL ACCOUNTING POLICIES:

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The Company performed its annual impairment review of goodwill and indefinite-lived intangible assets in the second quarter of fiscal 2024 (January 1, 2024) and determined that the estimated fair values for all goodwill reporting units exceeded their carrying values, therefore no impairment charges were necessary.

The Company performed an interim assessment of its SGK Brand Solutions goodwill reporting unit as of September 1, 2023.

The results of this review indicated that the estimated fair value of the Company's SGK Brand Solutions reporting unit exceeded the carrying value (expressed as a percentage of carrying value) by approximately 7%.

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Refer to Note 2, "Basis of Presentation" in Item 1 - "Financial Statements," for further details on recently issued accounting pronouncements.

Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the Company’s market risk during the three and six months ended March 31, 2024.

For additional information see Item 7A - "Quantitative and Qualitative Disclosures About Market Risk" in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis