MATTHEWS INTERNATIONAL CORP 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Description Pages Management's Report to Shareholders 38 Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 39 Report of Independent Registered Public Accounting Firm 40 Financial Statements: Consolidated Balance Sheets as of September 30, 2024 and 2023 42 Consolidated Statements of Income (Loss) for the years ended September 30, 2024, 2023 and 2022 44 Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, 2024, 2023 and 2022 45 Consolidated Statements of Shareholders' Equity for the years ended September 30, 2024, 2023 and 2022 46 Consolidated Statements of Cash Flows for the years ended September 30, 2024, 2023 and 2022 47 Notes to Consolidated Financial Statements 48 Financial Statement Schedule – Schedule II-Valuation and Qualifying Accounts for the years ended September 30, 2024, 2023 and 2022 79 37 MANAGEMENT'S REPORT TO SHAREHOLDERS To the Shareholders and the Board of Directors of Matthews International Corporation Management's Report on Financial Statements The accompanying consolidated financial statements of Matthews International Corporation and its subsidiaries (collectively, the "Company") were prepared by management, which is responsible for their integrity and objectivity. The statements were prepared in accordance with generally accepted accounting principles and include amounts that are based on management's best judgments and estimates. The other financial information included in this Annual Report on Form 10-K is consistent with that in the financial statements. Management's Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Exchange Act Rule 13a-15f. In order to evaluate the effectiveness of internal control over financial reporting management has conducted an assessment using the criteria in Internal Control – Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Internal controls over financial reporting is a process under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by the Company's board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's internal control over financial reporting based on criteria in Internal Control – Integrated Framework (2013) issued by the COSO, and has concluded that the Company maintained effective internal control over financial reporting as of September 30, 2024. The effectiveness of the Company's internal control over financial reporting as of September 30, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein. Management's Certifications The certifications of the Company's Chief Executive Officer and Chief Financial Officer required by the Sarbanes-Oxley Act have been included as Exhibits 31 and 32 in this Annual Report on Form 10-K. 38 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Matthews International Corporation Opinion on Internal Control Over Financial Reporting We have audited Matthews International Corporation and Subsidiaries’ internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Matthews International Corporation and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2024 and 2023, the related consolidated statements of income (loss), comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended September 30, 2024, and the related notes and the financial statement schedule listed in the Index at Item 15(a)2 and our report dated November 22, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Pittsburgh, Pennsylvania November 22, 2024 39 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Matthews International Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Matthews International Corporation and Subsidiaries (the Company) as of September 30, 2024 and 2023, the related consolidated statements of income (loss), comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended September 30, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated November 22, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 40 Valuation of SGK Brand Solutions Reporting Unit Goodwill Description of the Matter As more fully described in Note 23 to the consolidated financial statements, during 2024, the Company performed its annual goodwill impairment test as of January 1, 2024 and determined that the estimated fair value of the SGK Brand Solutions reporting unit, within the SGK Brand Solutions segment, exceeded the carrying value (expressed as a percentage of carrying value) by approximately 7%. The Company utilized a combination of the income approach using the estimated discounted cash flows and a market-based valuation methodology. Significant assumptions used in the Company’s fair value estimate included the estimates of revenue growth, EBITDA contribution and the discount rates. Auditing the annual impairment analysis was complex, as it included estimating the fair value of the reporting unit. In particular, the fair value estimate is sensitive to the significant assumptions named above, which are affected by expected future market or economic conditions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s goodwill impairment review process. These controls include management’s assessment of indicators of impairment, management's review of the assumptions utilized to develop the estimate, and management’s verification of the completeness and accuracy of the underlying data utilized to project future operating results for the reporting unit. To test the fair value of the reporting unit, our audit procedures included, among others, involving our valuation specialists to assist in assessing the valuation methodologies utilized by the Company and its valuation expert and testing the significant assumptions and underlying data used by the Company. We compared the significant assumptions used by management to current industry and economic trends, changes in the Company’s business model, and other relevant factors. We also assessed the historical accuracy of management’s estimates. We performed sensitivity analyses of significant assumptions to evaluate the sensitivity of the fair value of the reporting unit resulting from changes in key assumptions. We reviewed the reconciliation of the fair value of the reporting units to the market capitalization of the Company and assessed the resulting control premium. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2016. Pittsburgh, Pennsylvania November 22, 2024 41 MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS September 30, 2024 and 2023 (Dollar amounts in thousands, except per share data) ASSETS 2024 2023 Current assets: Cash and cash equivalents $ 40,816 $ 42,101 Accounts receivable, net of allowance for doubtful accounts of $ 12,055 and $ 10,784 , respectively 205,984 207,526 Inventories 237,888 260,409 Contract assets 92,969 74,646 Other current assets 54,886 63,575 Total current assets 632,543 648,257 Investments 23,076 24,988 Property, plant and equipment, net 279,499 270,326 Operating lease right-of-use-assets 60,499 71,629 Deferred income taxes 6,548 2,269 Goodwill 697,123 698,109 Other intangible assets, net 126,026 160,478 Other assets 9,576 11,325 Total assets $ 1,834,890 $ 1,887,381 The accompanying notes are an integral part of these consolidated financial statements. 42 MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS, continued September 30, 2024 and 2023 (Dollar amounts in thousands, except per share data) LIABILITIES AND SHAREHOLDERS' EQUITY 2024 2023 Current liabilities: Long-term debt, current maturities $ 6,853 $ 3,696 Current portion of operating lease liabilities 22,617 23,983 Trade accounts payable 108,362 114,316 Accrued rebates 23,766 22,349 Accrued compensation 88,781 58,872 Accrued income taxes 7,522 12,561 Contract liabilities 28,723 36,935 Other current liabilities 148,151 121,888 Total current liabilities 434,775 394,600 Long-term debt 769,614 786,484 Operating lease liabilities 40,073 50,189 Deferred income taxes 45,688 71,255 Other liabilities 107,534 59,572 Total liabilities 1,397,684 1,362,100 Shareholders' equity-Matthews: Class A common stock, $ 1.00 par value; authorized 70,000,000 shares; 36,333,992 shares issued 36,334 36,334 Preferred stock, $ 100 par value, authorized 10,000 shares, none issued — — Additional paid-in capital 159,497 168,211 Retained earnings 623,063 714,727 Accumulated other comprehensive loss ( 168,742 ) ( 174,404 ) Treasury stock, 5,731,499 and 5,864,778 shares, respectively, at cost ( 212,994 ) ( 219,200 ) Total shareholders' equity-Matthews 437,158 525,668 Noncontrolling interests 48 ( 387 ) Total shareholders' equity 437,206 525,281 Total liabilities and shareholders' equity $ 1,834,890 $ 1,887,381 The accompanying notes are an integral part of these consolidated financial statements. 43 MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (LOSS) for the years ended September 30, 2024, 2023 and 2022 (Dollar amounts in thousands, except per share data) 2024 2023 2022 Sales $ 1,795,737 $ 1,880,896 $ 1,762,403 Cost of sales ( 1,266,030 ) ( 1,303,224 ) ( 1,240,125 ) Gross profit 529,707 577,672 522,278 Selling expense ( 141,875 ) ( 140,119 ) ( 128,362 ) Administrative expense ( 346,405 ) ( 307,368 ) ( 298,315 ) Intangible amortization ( 37,023 ) ( 42,068 ) ( 57,084 ) Goodwill write-downs ( 16,727 ) — ( 82,454 ) Operating (loss) profit ( 12,323 ) 88,117 ( 43,937 ) Interest expense ( 50,534 ) ( 44,648 ) ( 27,725 ) Other income (deductions), net ( 6,800 ) ( 2,559 ) ( 32,557 ) (Loss) income before income taxes ( 69,657 ) 40,910 ( 104,219 ) Income tax benefit (provision) 9,997 ( 1,774 ) 4,391 Net (loss) income ( 59,660 ) 39,136 ( 99,828 ) Net loss attributable to noncontrolling interests — 155 54 Net (loss) income attributable to Matthews shareholders $ ( 59,660 ) $ 39,291 $ ( 99,774 ) (Loss) earnings per share attributable to Matthews shareholders: Basic $ ( 1.93 ) $ 1.28 $ ( 3.18 ) Diluted $ ( 1.93 ) $ 1.26 $ ( 3.18 ) The accompanying notes are an integral part of these consolidated financial statements. 44 MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) for the years ended September 30, 2024, 2023 and 2022 (Dollar amounts in thousands) Year Ended September 30, 2024 Matthews Noncontrolling Interest Total Net loss $ ( 59,660 ) $ — $ ( 59,660 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustment 15,573 23 15,596 Pension plans and other postretirement benefits ( 1,805 ) — ( 1,805 ) Unrecognized loss on cash flow hedges: Net change from periodic revaluation ( 6,104 ) — ( 6,104 ) Net amount reclassified to earnings ( 2,002 ) — ( 2,002 ) Net change in unrecognized loss on cash flow hedges ( 8,106 ) — ( 8,106 ) Other comprehensive income, net of tax 5,662 23 5,685 Comprehensive (loss) income $ ( 53,998 ) $ 23 $ ( 53,975 ) Year Ended September 30, 2023 Matthews Noncontrolling Interest Total Net income (loss) $ 39,291 $ ( 155 ) $ 39,136 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment 13,114 11 13,125 Pension plans and other postretirement benefits 1,578 — 1,578 Unrecognized gain (loss) on cash flow hedges: Net change from periodic revaluation 3,056 — 3,056 Net amount reclassified to earnings ( 1,961 ) — ( 1,961 ) Net change in unrecognized gain on cash flow hedges 1,095 — 1,095 Other comprehensive income, net of tax 15,787 11 15,798 Comprehensive income (loss) $ 55,078 $ ( 144 ) $ 54,934 Year Ended September 30, 2022 Matthews Noncontrolling Interest Total Net loss $ ( 99,774 ) $ ( 54 ) $ ( 99,828 ) Other comprehensive (loss) income, net of tax: Foreign currency translation adjustment ( 48,059 ) 14 ( 48,045 ) Pension plans and other postretirement benefits 41,112 — 41,112 Unrecognized gain on cash flow hedges: Net change from periodic revaluation 8,148 — 8,148 Net amount reclassified to earnings 1,347 — 1,347 Net change in unrecognized gain on cash flow hedges 9,495 — 9,495 Other comprehensive income, net of tax 2,548 14 2,562 Comprehensive loss $ ( 97,226 ) $ ( 40 ) $ ( 97,266 ) The accompanying notes are an integral part of these consolidated financial statements. 45 MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY for the years ended September 30, 2024, 2023 and 2022 (Dollar amounts in thousands, except per share data) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income (net of tax) Treasury Stock Non- controlling Interests Total Balance, September 30, 2021 $ 36,334 $ 149,484 $ 834,208 $ ( 192,739 ) $ ( 190,739 ) $ ( 145 ) $ 636,403 Net loss — — ( 99,774 ) — — ( 54 ) ( 99,828 ) Pension plans and other postretirement benefits — — — 41,112 — — 41,112 Translation adjustment — — — ( 48,059 ) — 14 ( 48,045 ) Fair value of cash flow hedges — — — 9,495 — — 9,495 Total comprehensive loss ( 97,266 ) Stock-based compensation — 17,432 — — — — 17,432 Purchase of 1,363,785 shares of treasury stock — — — — ( 41,717 ) — ( 41,717 ) Issuance of 223,033 shares of treasury stock — ( 8,767 ) — — 8,767 — — Cancellation of 31,309 shares of treasury stock — 2,106 — — ( 2,106 ) — — Dividends — — ( 27,685 ) — — — ( 27,685 ) Divestiture — — — — — ( 91 ) ( 91 ) Balance, September 30, 2022 $ 36,334 $ 160,255 $ 706,749 $ ( 190,191 ) $ ( 225,795 ) $ ( 276 ) $ 487,076 Net income (loss) — — 39,291 — — ( 155 ) 39,136 Pension plans and other postretirement benefits — — — 1,578 — — 1,578 Translation adjustment — — — 13,114 — 11 13,125 Fair value of cash flow hedges — — — 1,095 — — 1,095 Total comprehensive income 54,934 Stock-based compensation — 17,308 — — — — 17,308 Purchase of 99,829 shares of treasury stock — — — — ( 2,857 ) — ( 2,857 ) Issuance of 305,318 shares of treasury stock — ( 11,310 ) — — 11,410 — 100 Cancellation of 34,327 shares of treasury stock — 1,958 — — ( 1,958 ) — — Dividends — — ( 31,313 ) — — — ( 31,313 ) Transactions with noncontrolling interests — — — — — 33 33 Balance, September 30, 2023 $ 36,334 $ 168,211 $ 714,727 $ ( 174,404 ) $ ( 219,200 ) $ ( 387 ) $ 525,281 Net loss — — ( 59,660 ) — — — ( 59,660 ) Pension plans and other postretirement benefits — — — ( 1,805 ) — — ( 1,805 ) Translation adjustment — — — 15,573 — 23 15,596 Fair value of cash flow hedges — — — ( 8,106 ) — — ( 8,106 ) Total comprehensive loss ( 53,975 ) Stock-based compensation — 18,478 — — — — 18,478 Purchase of 583,692 shares of treasury stock — — — — ( 20,574 ) — ( 20,574 ) Issuance of 716,971 shares of treasury stock — ( 26,780 ) — — 26,780 — — Dividends — — ( 32,004 ) — — — ( 32,004 ) Transactions with noncontrolling interests — ( 412 ) — — — 412 — Balance, September 30, 2024 $ 36,334 $ 159,497 $ 623,063 $ ( 168,742 ) $ ( 212,994 ) $ 48 $ 437,206 The accompanying notes are an integral part of these consolidated financial statements. 46 MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS for the years ended September 30, 2024, 2023 and 2022 (Dollar amounts in thousands) 2024 2023 2022 Cash flows from operating activities: Net (loss) income $ ( 59,660 ) $ 39,136 $ ( 99,828 ) Adjustments to reconcile net (loss) income to net cash flows from operating activities: Depreciation and amortization 94,770 96,530 104,056 Stock-based compensation expense 18,478 17,308 17,432 Deferred tax benefit ( 25,223 ) ( 21,626 ) ( 32,962 ) Gain on divestitures and sale of assets, net ( 1,428 ) ( 2,980 ) ( 3,390 ) Asset write-downs 16,847 — 10,050 Goodwill write-downs 16,727 — 82,454 Defined benefit plan settlement losses — 1,271 30,856 Defined benefit plan settlement payments — ( 24,242 ) ( 35,706 ) Proceeds from the settlement of cash flow hedges — 10,474 — Changes in working capital items 14,696 ( 35,503 ) 29,590 Decrease in other assets 20,613 9,339 20,093 Decrease in other liabilities ( 17,196 ) ( 8,863 ) ( 9,699 ) Other operating activities, net 658 ( 1,320 ) 13,914 Net cash provided by operating activities 79,282 79,524 126,860 Cash flows from investing activities: Capital expenditures ( 45,218 ) ( 50,598 ) ( 61,321 ) Acquisitions, net of cash acquired ( 5,825 ) ( 15,341 ) ( 44,469 ) Purchases of investments ( 825 ) ( 1,606 ) ( 2,198 ) Proceeds from sale of assets 4,156 2,120 4,955 Proceeds from divestitures 544 6,700 344 Proceeds from sale of investments 200 — 8,771 Proceeds from the settlement of net investment hedges — — 13,066 Net cash used in investing activities ( 46,968 ) ( 58,725 ) ( 80,852 ) Cash flows from financing activities: Proceeds from long-term debt 1,244,737 865,747 777,809 Payments on long-term debt ( 1,276,075 ) ( 883,971 ) ( 742,121 ) Purchases of treasury stock ( 20,574 ) ( 2,857 ) ( 41,717 ) Dividends ( 31,409 ) ( 28,202 ) ( 27,685 ) Acquisition holdback and contingent consideration payments — — ( 725 ) Payments of debt issuance costs ( 10,154 ) — — Proceeds from net investment hedges 58,432 — — Other financing activities — ( 912 ) ( 2,774 ) Net cash used in financing activities ( 35,043 ) ( 50,195 ) ( 37,213 ) Effect of exchange rate changes on cash 1,444 83 ( 5,724 ) Net change in cash, cash equivalents and restricted cash ( 1,285 ) ( 29,313 ) 3,071 Cash, cash equivalents and restricted cash at beginning of year 42,101 71,414 68,343 Cash, cash equivalents and restricted cash at end of year $ 40,816 $ 42,101 $ 71,414 Cash paid during the year for: Interest $ 50,337 $ 43,525 $ 27,411 Income taxes 19,246 18,014 13,647 The accompanying notes are an integral part of these consolidated financial statements. 47 MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except per share data) 1. NATURE OF OPERATIONS: Matthews International Corporation ("Matthews" or the "Company"), founded in 1850 and incorporated in Pennsylvania in 1902, is a global provider of memorialization products, industrial technologies and brand solutions. The Company manages its businesses under three segments: Memorialization, Industrial Technologies and SGK Brand Solutions. Memorialization products consist primarily of bronze and granite memorials and other memorialization products, caskets, cremation-related products, and cremation and incineration equipment primarily for the cemetery and funeral home industries. Industrial Technologies includes the design, manufacturing, service and sales of high-tech custom energy storage solutions; product identification and warehouse automation technologies and solutions, including order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products; and coating and converting lines for the packaging, pharma, foil, décor and tissue industries. SGK Brand Solutions consists of brand management, pre-media services, printing plates and cylinders, imaging services, digital asset management, merchandising display systems, and marketing and design services primarily for the consumer goods and retail industries. The Company has facilities in North America, Europe, Asia, Australia, and Central and South America. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Principles of Consolidation: The consolidated financial statements include all domestic and foreign subsidiaries in which the Company maintains an ownership interest and has operating control and any variable interest entities for which the Company is the primary beneficiary. Investments in certain companies over which the Company exerts significant influence, but does not control the financial and operating decisions, are accounted for as equity method investments. Investments in certain companies over which the Company does not exert significant influence are accounted for as cost-method investments. All intercompany accounts and transactions have been eliminated. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications: Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. These reclassifications are not material to the prior year presentation. Cash, Cash Equivalents and Restricted Cash: The Company considers all investments purchased with a remaining maturity of three months or less to be cash equivalents. Restricted cash represents amounts held for specific purposes, which are not available for general business use. The carrying amount of cash, cash equivalents and restricted cash approximates fair value due to the short-term maturities of these instruments. Trade Receivables and Allowance for Doubtful Accounts: Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest, although a finance charge may be applied to such receivables that are more than 30 days past due. The allowance for doubtful accounts is based on an evaluation of historical collection experience, the aging of accounts receivable, and economic trends and forecasts, and also reflects adjustments for specific customer accounts for which available facts and circumstances indicate collectability may be uncertain. 48 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (continued) Inventories: Inventories are stated at the lower of cost or net realizable value with cost generally determined under the average cost method. Inventory costs include material, labor, and applicable manufacturing overhead (including depreciation) and other direct costs. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Property, Plant and Equipment: Property, plant and equipment are carried at cost. Depreciation is computed primarily on the straight-line method over the estimated useful lives of the assets, which generally range from 10 to 45 years for buildings and 3 to 12 years for machinery and equipment. Gains or losses from the disposition of assets are reflected in operating profit. The cost of maintenance and repairs is charged to expense as incurred. Renewals and betterments of a nature considered to extend the useful lives of the assets are capitalized. Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets is determined by evaluating the estimated undiscounted net cash flows of the operations to which the assets relate. An impairment loss would be recognized when the carrying amount of the assets exceeds the fair value, which is based on a discounted cash flow analysis. An asset considered held-for-sale is reported at the lower of the asset's carrying amount or fair value, less cost to sell. No impairment charges for property, plant and equipment were recognized during the years presented, except as disclosed in Note 24, “Asset Write-Downs." Leases: A lease exists at contract inception if the contract conveys the right to control an identified asset for a period of time in exchange for consideration. Control is considered to exist when the lessee has the right to obtain substantially all of the economic benefits from the use of an identified asset, as well as the right to direct the use of that asset. If a contract is considered to be a lease, the Company recognizes a lease liability based on the present value of the future lease payments, and a corresponding right-of-use ("ROU") asset. As a majority of the Company’s leases do not provide an implicit interest rate within the lease, an incremental borrowing rate is used to determine the ROU asset and lease liability which is based on information available at the commencement date. Options to purchase, extend or terminate a lease are included in the ROU asset and lease liability when it is reasonably certain an option will be exercised. Renewal options are most prevalent in the Company’s real estate leases. In general, the Company has not included renewal options for leases in the ROU asset and lease liability because the likelihood of renewal is not considered to be reasonably certain. In addition, leases may include variable lease payments, for items such as maintenance and utilities, which are expensed as incurred as variable lease expense. The Company applies the practical expedient to not separate lease components from non-lease components for all asset classes. In addition, the Company applies the practical expedient to utilize a portfolio approach for certain equipment asset classes, primarily information technology, as the application of the lease model to the portfolio would not differ materially from the application of the lease model to the individual leases within the portfolio. There are two types of leases, operating leases and finance leases. Lease classification is determined at lease commencement. Leases not meeting the finance lease criteria are classified as operating leases. ROU assets and corresponding lease liabilities are recorded on the Consolidated Balance Sheet. ROU assets for operating leases are classified in other assets, and ROU assets for finance leases are classified in property, plant and equipment, net on the Consolidated Balance Sheet. For operating leases, short-term lease liabilities are classified in other current liabilities, and long-term lease liabilities are classified in other liabilities on the Consolidated Balance Sheet. For finance leases, short-term lease liabilities are classified in long-term debt, current maturities, and long-term lease liabilities are classified in long-term debt on the Consolidated Balance Sheet. Leases with an initial lease term of twelve months or less have not been recognized on the Consolidated Balance Sheet. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, while the expense for finance leases is recognized as depreciation expense and interest expense using the interest method of recognition. On the cash flow statement, payments for operating leases are classified as operating activities. Payments for finance leases are classified as a financing activity, with the exception of the interest component of the payment which is classified as an operating activity. 49 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (continued) Goodwill and Other Intangible Assets: Intangible assets with finite useful lives are amortized over their estimated useful lives, ranging from 2 to 15 years, and are reviewed when appropriate for possible impairment, similar to property, plant and equipment. Goodwill and intangible assets with indefinite lives are not amortized, but are tested annually for impairment, or when circumstances indicate that a possible impairment may exist. In general, when the carrying value of these assets exceeds the implied fair value, an impairment loss must be recognized. A significant decline in cash flows generated from these assets may result in a write-down of the carrying values of the related assets. For purposes of testing goodwill for impairment, the Company uses a combination of valuation techniques, including discounted cash flows and other market indicators. For purposes of testing indefinite-lived intangible assets, the Company generally uses a relief from royalty method. Pension and Other Postretirement Plans: Pension liabilities are determined on an actuarial basis and are affected by the discount rate used to determine the present value of benefit obligations which will affect the amount of pension cost. Differences between actual and expected results or changes in the value of the obligations are initially recognized through other comprehensive income and subsequently amortized to the Consolidated Statement of Income. Environmental: Costs that mitigate or prevent future environmental issues or extend the life or improve equipment utilized in current operations are capitalized and depreciated on a straight-line basis over the estimated useful lives of the related assets. Costs that relate to current operations or an existing condition caused by past operations are expensed. Environmental liabilities are recorded when the Company's obligation is probable and reasonably estimable. Accruals for losses from environmental remediation obligations do not consider the effects of inflation, and anticipated expenditures are not discounted to their present value. Derivatives and Hedging: Derivatives are generally held as part of a formal documented hedging program. All derivatives are held for purposes other than trading. Matthews measures effectiveness by formally assessing, at least quarterly, the historical and probable future high correlation of changes in the fair value or future cash flows of the hedged item. If the hedging relationship ceases to be highly effective or it becomes probable that an expected transaction will no longer occur, gains and losses on the derivative will be recorded in other income (deductions) at that time. Changes in the fair value of derivatives designated as cash flow hedges are recorded in other comprehensive income (loss) ("OCI"), net of tax, and are reclassified to earnings in a manner consistent with the underlying hedged item. The cash flows from hedging activities are recognized in the statement of cash flows in a manner consistent with the underlying hedged item. Foreign Currency: The functional currency of the Company's foreign subsidiaries is generally the local currency. Balance sheet accounts for foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at the consolidated balance sheet date. Gains or losses that result from this process are recorded in accumulated other comprehensive income (loss). The revenue and expense accounts of foreign subsidiaries are translated into U.S. dollars at the average exchange rates that prevailed during the period. Realized gains and losses from foreign currency transactions are presented in the Statement of Income in a consistent manner with the underlying transaction based upon the provisions of Accounting Standards Codification ("ASC") 830 "Foreign Currency Matters." The Company applies highly inflationary accounting for subsidiaries when the cumulative inflation rate for a three-year period meets or exceeds 100 percent. Under highly inflationary accounting, the financial statements of these subsidiaries are remeasured into the Company's reporting currency (U.S. dollar) and exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than accumulated other comprehensive loss on the Consolidated Balance Sheets , until such time as the applicable economy is no longer considered highly inflationary. 50 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (continued) Effective April 1, 2022, the Company applies highly inflationary accounting to its Turkish subsidiaries. As of September 30, 2024 and 2023, the Company had net monetary assets related to its Turkish subsidiaries of $ 5,327 and $ 4,271 , respectively. Exchange losses related to highly inflationary accounting totaled $ 1,027 and $ 1,360 in fiscal 2024 and 2023, respectively, and were included in the Consolidated Statements of Income within other income (deductions), net. Comprehensive Income (Loss): Comprehensive income (loss) consists of net income adjusted for changes, net of any related income tax effect, in cumulative foreign currency translation, the fair value of cash flow hedges, unrealized investment gains and losses and remeasurement of pension and other postretirement liabilities. Treasury Stock: Treasury stock is carried at cost. The cost of treasury shares sold is determined under the average cost method. Revenue Recognition: Revenue is recognized when control of a good or service promised in a contract (i.e., performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. For substantially all transactions, control passes in accordance with agreed upon delivery terms, including in certain circumstances, customer acceptance. Transaction price, for revenue recognition, is allocated to each performance obligation consisting of the stand alone selling price for goods and services, as well as warranties. Transaction price also reflects estimates of rebates, other sales or contract renewal incentives, cash discounts and sales returns ("Variable Consideration"). Estimates are made for Variable Consideration based on contract terms and historical experience of actual results and are applied to the performance obligations as they are satisfied. The Company elected to apply the practical expedient under Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers which exempts the adjustment of the consideration for the existence of a significant financing component when the period between the transfer of the services and the payment for such services is one year or less. Each product or service delivered to a third-party customer is considered to satisfy a performance obligation. Performance obligations generally occur at a point in time and are satisfied when control of the goods passes to the customer. Certain revenue related to mausoleum construction and significant engineering projects, including purpose-built engineered products (primarily in support of the electric vehicle and energy storage solutions industries), cremation and incineration projects, and product identification and warehouse automation projects, are recognized over time using the input method measuring progress toward completion of such projects. Contract assets include unbilled amounts resulting from sales under contracts where revenue is recognized over time and revenue exceeds the amount that can be billed to the customer based on the terms of the contract. Contract liabilities include customer deposits that are made prior to the satisfaction of performance obligations for a contract. The Company is entitled to collection of the sales price under normal credit terms in the regions in which it operates. Refer to Note 4, “Revenue Recognition,” for a further discussion. Shipping and Handling Fees and Costs: All fees billed to the customer for shipping and handling are classified as a component of net revenues. All costs associated with shipping and handling are classified as a component of cost of sales or selling expense. Research and Development Expenses: Research and development costs are expensed as incurred and were approximately $ 15,960 , $ 15,560 and $ 15,536 for the years ended September 30, 2024, 2023 and 2022, respectively. Stock-Based Compensation: Stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as expense over the employee requisite service period. 51 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (continued) Income Taxes: Deferred tax assets and liabilities are provided for the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred income taxes have not been provided on undistributed earnings of foreign subsidiaries since they have either been previously taxed, or are exempt from tax, or such earnings are considered to be reinvested indefinitely in foreign operations. Earnings Per Share: Basic earnings per share is computed by dividing net income by the average number of common shares outstanding. Diluted earnings per share is computed using the treasury stock method, which assumes the issuance of common stock for all dilutive securities. 3. ACCOUNTING PRONOUNCEMENTS: Issued In December 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740) which enhances the transparency and decision usefulness of income tax disclosures including rate reconciliations and income taxes paid among other tax disclosures. The ASU is effective for annual periods for the Company beginning in fiscal year 2026. The Company is in the process of assessing the impact this ASU will have on its consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) which improves financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities, including enhanced disclosures about significant segment expenses. The ASU is effective for annual periods for the Company beginning in fiscal year 2025, and interim periods beginning in fiscal year 2026. The Company is in the process of assessing the impact this ASU will have on its consolidated financial statements. In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements. The amendments in this update affect the presentation and disclosure of a variety of topics in the Accounting Standards Codification, and align them with the Securities and Exchange Commission ("SEC") regulations. The effective date of the amendments of this ASU will be determined for each individual disclosure based on the effective date of the SEC’s removal of the related disclosure from Regulation S-X or Regulation S-K. If the SEC has not removed the applicable requirements from Regulation S-X or Regulation S-K by June 30, 2027, then this ASU will not become effective. The adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements. Adopted In July 2023, the FASB issued ASU No. 2023-03, Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock (SEC Update) which enhances the transparency of stock based compensation and material nonpublic information at the time of a grant. The adoption of this ASU in the fourth quarter of fiscal 2023 had no material impact on the Company's consolidated financial statements. In September 2022, the FASB issued ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50) which enhances the transparency of supplier finance programs by addressing disclosure requirements. Specifically, the amendment requires disclosure of key program terms, amounts outstanding, balance sheet presentation, and a rollforward of amounts outstanding during the annual period. The rollforward of amounts outstanding during the annual period is effective for annual periods for the Company beginning in fiscal year 2025. The adoption of the remaining provisions of this ASU in the first quarter of fiscal 2024 had no material impact on the Company's consolidated financial statements. 52 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 3. ACCOUNTING PRONOUNCEMENTS, (continued) The Company facilitates a voluntary supply chain finance program (the "Program") to provide certain suppliers with the opportunity to sell receivables due from the Company to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. The Company is not a party to the agreements between the suppliers and the financial institutions and has no economic interest in a supplier's decision to sell a receivable. The range of payment terms negotiated with a supplier is consistent, irrespective of whether a supplier participates in the Program. All outstanding payments owed under the Program are recorded within trade accounts payable in the Consolidated Balance Sheets. The Company accounts for all payments made under the Program as a reduction to operating cash flows in changes in working capital within the Consolidated Statements of Cash Flows. The amounts owed to a participating financial institution under the Program and included in trade accounts payable were $ 3,014 and $ 3,027 at September 30, 2024 and 2023, respectively. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) which improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract asset/liability, and payment terms and their effect on subsequent revenue recognized by the acquirer. The adoption of this ASU in the first quarter of fiscal 2024 had no material impact on the Company's consolidated financial statements. 4. REVENUE RECOGNITION: The Company disaggregates revenue from contracts with customers by geography, as it believes geographic regions best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Disaggregated sales by segment and region for the years ended September 30, 2024, 2023 and 2022 were as follows: North America Central and South America Europe Australia Asia Consolidated Memorialization: 2024 $ 788,918 $ — $ 30,446 $ 10,367 $ — $ 829,731 2023 799,153 — 32,745 11,099 — 842,997 2022 788,791 — 41,184 10,149 — 840,124 Industrial Technologies: 2024 $ 141,395 $ — $ 284,987 $ — $ 6,774 $ 433,156 2023 164,334 — 333,759 — 7,658 505,751 2022 155,977 — 172,985 — 6,561 335,523 SGK Brand Solutions: 2024 $ 252,210 $ 5,456 $ 206,763 $ 9,147 $ 59,274 $ 532,850 2023 255,751 5,260 206,232 8,814 56,091 532,148 2022 285,499 4,729 230,437 11,057 55,034 586,756 Consolidated: 2024 $ 1,182,523 $ 5,456 $ 522,196 $ 19,514 $ 66,048 $ 1,795,737 2023 1,219,238 5,260 572,736 19,913 63,749 1,880,896 2022 1,230,267 4,729 444,606 21,206 61,595 1,762,403 Revenue from products or services provided to customers over time accounted for approximately 18 %, 15 %, and 12 % of revenue for the years ended September 30, 2024, 2023, and 2022, respectively. As of September 30, 2024 and 2023, the Company had net contract assets for projects recognized using the over time method totaling $ 64,246 and $ 37,711 , respectively, which primarily represent unbilled revenues, net of deferred revenues related to customer deposits and progress billings. Net contract assets at September 30, 2024 predominantly related to ongoing projects with the Company's largest energy storage customer. 53 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 5. FAIR VALUE MEASUREMENTS: F air value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three level fair value hierarchy is used to prioritize the inputs used in valuations, as defined below: Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. As of September 30, 2024 and 2023, the fair values of the Company's assets and liabilities measured on a recurring basis were categorized as follows: September 30, 2024 Level 1 Level 2 Level 3 Total Assets: Equity and fixed income mutual funds $ — $ 839 $ — $ 839 Life insurance policies — 5,493 — 5,493 Total assets at fair value $ — $ 6,332 $ — $ 6,332 Liabilities: Derivatives (1) (2) $ — $ 69,573 $ — $ 69,573 Total liabilities at fair value $ — $ 69,573 $ — $ 69,573 September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Derivatives (1) $ — $ 4,006 $ — $ 4,006 Equity and fixed income mutual funds — 699 — 699 Life insurance policies — 4,926 — 4,926 Total assets at fair value $ — $ 9,631 $ — $ 9,631 Liabilities: Derivatives (1) $ — $ 2,766 $ — $ 2,766 Total liabilities at fair value $ — $ 2,766 $ — $ 2,766 (1) Interest rate swaps and cross currency swaps are valued based on observable market swap rates and are classified within Level 2 of the fair value hierarchy. (2) Fiscal 2024 derivative amount includes $ 58,432 of partial advance payments received from the counterparties to certain cross-currency swaps. See Note 12, "Derivatives and Hedging Activities" for further details. The carrying values for other financial assets and liabilities approximated fair value for the years ended September 30, 2024 and 2023. 54 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 6. ALLOWANCE FOR DOUBTFUL ACCOUNTS: The following table summarizes the activity for the accounts receivable allowance for doubtful accounts for the years ended September 30, 2024, 2023 and 2022. Description Balance at Beginning of Period Charged to Expense Charged to other Accounts Deductions (1) Balance at End of Period September 30, 2024 $ 10,784 $ 2,696 $ — $ ( 1,425 ) $ 12,055 September 30, 2023 10,138 1,625 — ( 979 ) 10,784 September 30, 2022 10,654 1,368 — ( 1,884 ) 10,138 (1) Amounts determined not to be collectible (including direct write-offs), net of recoveries. 7. INVENTORIES: Inventories at September 30, 2024 and 2023 consisted of the following: 2024 2023 Raw materials $ 61,333 $ 70,451 Work in process 96,488 108,400 Finished goods 80,067 81,558 $ 237,888 $ 260,409 8. INVESTMENTS: At September 30, 2024 and 2023, non-current investments were as follows: 2024 2023 Equity and fixed income mutual funds $ 839 $ 699 Life insurance policies 5,493 4,926 Equity-method investments 349 323 Other (primarily cost-method) investments 16,395 19,040 $ 23,076 $ 24,988 As of September 30, 2024, the Company had an investment in Liquid X Printed Metals Inc. (“Liquid X”), a private company specializing in ink technologies. One of the Company's Executive Officers and member of Matthews' Board of Directors serves as President and CEO of Liquid X. During the fourth quarter of fiscal 2024, in anticipation of a disposal transaction, the Company recognized a non-cash impairment charge of $ 3,131 , representing a full write-down of its cost-method investment in Liquid X. This write-down was recorded as a component of other income (deductions), net, for the year ended September 30, 2024. The disposal transaction was completed in October 2024, subsequent to the fiscal 2024 year end. 55 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 9. PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment and the related accumulated depreciation at September 30, 2024 and 2023 were as follows: 2024 2023 Buildings $ 160,036 $ 144,585 Machinery, equipment and other 541,518 493,313 701,554 637,898 Less accumulated depreciation ( 467,213 ) ( 416,663 ) 234,341 221,235 Land 18,020 20,943 Construction in progress 27,138 28,148 $ 279,499 $ 270,326 Depreciation expense, including amortization of assets under finance lease, was $ 57,747 , $ 54,462 and $ 46,972 for each of the three years ended September 30, 2024, 2023 and 2022, respectively. 10. DEBT AND FINANCING ARRANGEMENTS: Long-term debt at September 30, 2024 and 2023 consisted of the following: 2024 2023 Revolving credit facilities $ 444,011 $ 463,168 2027 Senior Secured Notes 294,751 — 2025 Senior Notes — 298,500 Other borrowings 15,602 19,241 Finance lease obligations 22,103 9,271 Total debt 776,467 790,180 Less current maturities ( 6,853 ) ( 3,696 ) Long-term debt $ 769,614 $ 786,484 The Company has a domestic credit facility with a syndicate of financial institutions that was amended and restated in September 2024. The amended and restated loan agreement includes a $ 750,000 senior secured revolving credit facility, which matures in January 2029, subject to the terms and conditions of the amended facility. The obligations under the domestic credit facility are secured by a first priority lien on substantially all of the Company's and certain of its domestic subsidiaries' assets. A portion of the revolving credit facility (not to exceed $ 350,000 ) can be drawn in foreign currencies. Borrowings under the revolving credit facility bear interest at 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 September 30, 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 of $ 4,905 in connection with the amended and restated agreement, which were deferred and are being amortized over the term of the facility. Unamortized costs were $ 4,961 and $ 949 at September 30, 2024 and 2023, respectively. The domestic credit facility requires the Company to maintain certain leverage and interest coverage ratios. A portion of the facility (not to exceed $ 75,000 ) is available for the issuance of trade and standby letters of credit. Outstanding U.S. dollar denominated borrowings on the revolving credit facility at September 30, 2024 and 2023 were $ 410,527 and $ 405,000 , respectively. Outstanding Euro denominated borrowings on the revolving credit facility at September 30, 2024 and 2023 were € 30.0 million ($ 33,485 ) and € 55.0 million ($ 58,168 ), 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 September 30, 2024 and 2023 was 4.59 % and 5.95 %, respectively. 56 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 10. DEBT AND FINANCING ARRANGEMENTS, (continued) In September 2024, the Company issued $ 300,000 aggregate principal amount of 8.625 % senior secured second lien notes due October 1, 2027 (the "2027 Senior Secured Notes"). The 2027 Senior Secured Notes bear interest at a rate of 8.625 % per annum with interest payable semi-annually in arrears on April 1 and October 1 of each year beginning on April 1, 2025. The Company's obligations under the 2027 Senior Secured Notes are secured by a second priority lien on substantially all of the Company’s and certain of its domestic subsidiaries’ assets. The Company is subject to certain covenants and other restrictions in connection with the 2027 Senior Secured Notes. The net proceeds from the 2027 Senior Secured Notes, together with additional funds borrowed under the Company’s domestic credit facility, were irrevocably deposited into a trust and were subsequently used to redeem all of the Company’s outstanding 5.25 % senior unsecured notes due December 1, 2025 (the “2025 Senior Notes”) on October 24, 2024, and to pay accrued and unpaid interest on the 2025 Senior Notes at such time. Effective with the irrevocable deposit of these amounts into the trust in September 2024, the Company satisfied and discharged the indenture governing the 2025 Senior Notes in accordance with its terms. Accordingly, the remaining unamortized direct financing costs from the 2025 Senior Notes, which totaled $ 585 , were charged to interest expense during the fourth quarter of fiscal 2024. The Company incurred direct financing fees and costs of $ 5,249 in connection with 2027 Senior Secured Notes, which were deferred and are being amortized over the term of the 2027 Senior Secured Notes. Unamortized costs related to the Company’s notes were $ 5,249 and $ 1,125 at September 30, 2024 and 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. Matthews RFC has a receivables purchase agreement (“RPA”) to sell up to $ 125,000 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, 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. Cash received from collections of sold receivables may be used to fund additional purchases of receivables on a revolving basis, or to reduce all or any portion of the outstanding capital of the Purchasers. 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 September 30, 2024 and 2023, the amount sold to the Purchasers was $ 96,300 and $ 101,800 , 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 $ 58,183 and $ 57,897 as of September 30, 2024 and 2023, respectively. The following table sets forth a summary of receivables sold as part of the RPA: For the Year Ended September 30, 2024 2023 Gross receivables sold $ 379,094 $ 393,493 Cash collections reinvested ( 384,594 ) ( 388,283 ) Net cash (payments) proceeds $ ( 5,500 ) $ 5,210 In March 2023, the Company, through its U.K. subsidiary, entered into a non-recourse factoring arrangement. In connection with this arrangement, the Company periodically sells trade receivables to a third-party purchaser in exchange for cash. These transfers of financial assets are recorded at the time the Company surrenders control of the assets. 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 $ 70,236 and $ 55,159 during the fiscal year ended September 30, 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 September 30, 2024 and 2023, the amount of factored receivables that remained outstanding was $ 15,665 and $ 18,045 , respectively. 57 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 10. DEBT AND FINANCING ARRANGEMENTS, (continued) The Company, through certain of its European subsidiaries, has a credit facility with a European bank, which is guaranteed by Matthews. The maximum amount of borrowings available under this facility is € 10.0 million ($ 11,162 ). The facility also provides € 18.5 million ($ 20,649 ) for bank guarantees. This facility has no stated maturity date and is available until terminated. There were no outstanding borrowings under the credit facility at September 30, 2024 or 2023. Other borrowings totaled $ 15,602 and $ 19,241 at September 30, 2024 and 2023, respectively. The weighted-average interest rate on these borrowings was 2.66 % and 2.95 % at September 30, 2024 and 2023, respectively. As of September 30, 2024 and 2023, the fair value of the Company's long-term debt, including current maturities, which is classified as Level 2 in the fair value hierarchy, approximated the carrying value included in the Consolidated Balance Sheets. The Company was in compliance with all of its debt covenants as of September 30, 2024. Aggregate maturities by fiscal year of long-term debt, including other borrowings, is as follows: 2025 $ 1,033 2026 4,466 2027 1,101 2028 295,949 2029 445,233 Thereafter 6,582 754,364 Finance lease obligations 22,103 (a) $ 776,467 (a) Aggregate maturities of finance lease obligations can be found in Note 11, "Leases." 11. LEASES: The Company’s lease portfolio includes various contracts for real estate, vehicles, information technology and other equipment. The following table presents the balance sheet and lease classification for the Company's lease portfolio as of September 30, 2024 and 2023, respectively: Balance Sheet Classification Lease Classification 2024 2023 Non-current assets: Property, plant and equipment, net Finance $ 26,428 $ 10,804 Operating lease right-of-use-assets Operating 60,499 71,629 Total lease assets $ 86,927 $ 82,433 Current liabilities: Long-term debt, current maturities Finance $ 5,820 $ 2,683 Other current liabilities Operating 22,617 23,983 Non-current liabilities: Long-term debt Finance 16,283 6,588 Operating lease liabilities Operating 40,073 50,189 Total lease liabilities $ 84,793 $ 83,443 58 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 11. LEASES, (continued) The following table presents the components of lease cost for the years ended September 30, 2024, 2023 and 2022, respectively: 2024 2023 2022 Finance lease cost: Amortization of ROU assets $ 5,104 $ 2,791 $ 3,816 Interest on lease liabilities 808 248 205 Operating lease cost 21,463 21,546 21,675 Variable lease cost 10,960 10,601 10,486 Sublease income ( 273 ) ( 89 ) ( 279 ) Total lease cost $ 38,062 $ 35,097 $ 35,903 Supplemental information regarding the Company's leases follows: For the Year Ended September 30, 2024 2023 2022 Cash paid for finance and operating lease liabilities: Operating cash flows from finance leases $ 824 $ 259 $ 211 Operating cash flows from operating leases 28,121 27,194 27,648 Financing cash flows from finance leases 5,055 2,642 3,691 ROU assets obtained in exchange for new finance lease liabilities 17,720 4,745 1,516 ROU assets obtained in exchange for new operating lease liabilities 7,577 8,294 10,365 September 30, 2024 2023 2022 Weighted-average remaining lease term - finance leases (years) 3.75 4.47 4.28 Weighted-average remaining lease term - operating leases (years) 3.12 3.52 3.62 Weighted-discount rate - finance leases 5.33 % 4.48 % 3.08 % Weighted-discount rate - operating leases 4.19 % 3.47 % 2.45 % Maturities of lease obligations by fiscal year were as follows as of September 30, 2024: Operating Leases Finance Leases 2025 $ 24,711 $ 6,836 2026 19,934 6,391 2027 11,043 5,948 2028 6,179 3,165 2029 2,278 1,094 Thereafter 3,447 1,058 Total future minimum lease payments 67,592 24,492 Less: Interest 4,902 2,389 Present value of lease liabilities: $ 62,690 $ 22,103 59 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 12. DERIVATIVES AND HEDGING ACTIVITIES: The Company operates internationally and utilizes certain derivative financial instruments to manage its foreign currency, debt and interest rate exposures. At September 30, 2024 and 2023, derivative instruments were reflected on a gross-basis in the consolidated balance sheets as follows: Derivatives: September 30, 2024 September 30, 2023 Interest Rate Swaps Cross-Currency Swaps Interest Rate Swaps Cross-Currency Swaps Current assets: Other current assets $ — $ — $ 920 $ — Long-term assets: Other assets — — 3,086 — Current liabilities: Other current liabilities ( 863 ) ( 18,042 ) — — Long-term liabilities: Other liabilities ( 1,743 ) ( 48,925 ) — ( 2,766 ) Total derivatives (1) $ ( 2,606 ) $ ( 66,967 ) $ 4,006 $ ( 2,766 ) (1) Fiscal 2024 cross-currency swaps amount includes $ 58,432 of partial advance payments received from the counterparties to certain swap contracts (see below). The following table presents information related to interest rate swaps entered into by the Company and designated as cash flow hedges: September 30, 2024 September 30, 2023 Notional amount $ 175,000 $ 175,000 Weighted-average maturity period (years) 3.2 4.1 Weighted-average received rate 4.85 % 5.32 % Weighted-average pay rate 3.83 % 3.83 % The Company enters into interest rate swaps in order to achieve a mix of fixed and variable rate debt that it deems appropriate. In order to transition the Company's swaps from LIBOR-based to SOFR-based rates, the LIBOR-based swaps were settled during the second quarter of fiscal 2023, resulting in cash proceeds of $ 10,474 . Concurrently, the Company entered into new interest rate swaps with SOFR-based rates with a notional amount of $ 175,000 . The interest rate swaps have been designated as cash flow hedges of future variable interest payments which are considered probable of occurring. 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 $ 2,606 ($ 1,948 after tax) and a net unrealized gain of $ 4,006 ($ 2,991 after tax) at September 30, 2024 and 2023, respectively, that is included in shareholders' equity as part of accumulated other comprehensive income ("AOCI"). Unrecognized gains of $ 3,848 ($ 2,874 after tax) and $ 8,084 ($ 6,041 after tax) related to previously terminated LIBOR-based swaps were also included in AOCI as of September 30, 2024 and 2023, respectively. Assuming market rates remain constant with the rates at September 30, 2024, a gain (net of tax) of approximately $ 1,032 included in AOCI is expected to be recognized in earnings over the next twelve months. 60 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 12. DERIVATIVES AND HEDGING ACTIVITIES, (continued) The Company utilizes certain cross currency swaps as net investment hedges of foreign operations and assesses effectiveness for these contracts based on changes in fair value attributable to changes in spot prices. The following table presents information related to cross currency swaps entered into by the Company and designated as net investment hedges: Notional Amount Unrealized Losses Recognized in AOCI Swap Currencies Maturity Date September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 USD/EUR September 2027 $ 81,392 $ 81,392 $ ( 5,440 ) $ ( 2,065 ) USD/SEK June 2025 20,000 — ( 468 ) — USD/SGD August 2026 20,000 — ( 441 ) — USD/EUR August 2026 25,000 — ( 30 ) — $ 146,392 $ 81,392 $ ( 6,379 ) (1) $ ( 2,065 ) (1) (1) Total unrealized losses are presented net of tax of $ 2,156 and $ 701 , for the years ended September 30, 2024 and 2023, respectively. In connection with certain of these cross currency swaps, the Company received cash from the counterparties, representing partial advance payments of amounts due under the U.S. dollar leg of the swaps. Such amounts totaled $ 58,432 , of which $ 17,416 and $ 41,016 were included in other current liabilities and other liabilities, respectively, on the Consolidated Balance Sheets at September 30, 2024. The Company uses certain foreign currency debt instruments as net investment hedges of foreign operations with a notional amount of € 30,000 ($ 33,485 ) as of September 30, 2024. Currency losses of $ 3,820 (net of income taxes of $ 1,113 ), which represent effective hedges of net investments, were reported as a component of AOCI within currency translation adjustment at September 30, 2024. No such net investment hedges were outstanding as of September 30, 2023. Refer to Note 17, "Accumulated Other Comprehensive Income" for further details regarding amounts recorded in AOCI and the Consolidated Statements of Income (Loss) related to derivatives. 13. SHAREHOLDERS' EQUITY: The authorized common stock of the Company consists of 70,000,000 shares of Class A Common Stock, $ 1.00 par value. The Company has a stock repurchase program. The buy-back program is designed to increase shareholder value, enlarge the Company's holdings of its Class A Common Stock, and add to earnings per share. 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, 611,321 shares remain available for repurchase as of September 30, 2024. 14. SHARE-BASED PAYMENTS: The Company maintains an equity incentive plan (as amended and restated, the "2017 Equity Incentive Plan") that provides for grants of stock options, restricted shares, restricted share units ("RSUs"), stock-based performance units and certain other types of stock-based awards. Under the 2017 Equity Incentive Plan, which has a ten -year term from the date the Company's Board of Directors approved of the amendment and restatement of the 2017 Equity Incentive Plan, the maximum number of shares available for grants or awards is an aggregate of 3,450,000 (subject to adjustment upon certain events such as stock dividends or stock splits), following the amendment and restatement of the 2017 Equity Incentive Plan at the Company's 2022 Annual Shareholder Meeting. In November 2024, the Board of Directors approved the Second Amended and Restated 2017 Equity Incentive Plan (the "Second Amended 2017 Plan"), which increases the maximum number of shares available for grants or awards to an aggregate of 4,950,000 . The Second Amended 2017 Plan is subject to shareholder approval at the February 2025 Annual Shareholder Meeting. At September 30, 2024, 1,187,901 shares have been issued under the 2017 Equity Incentive Plan. 1,233,583 time-based RSUs, 1,579,514 performance-based RSUs, and 75,000 stock options have been granted under the 2017 Equity Incentive Plan. 1,707,349 of these share-based awards are outstanding as of September 30, 2024. The 2017 Equity Incentive Plan is administered by the Compensation Committee of the Board of Directors (the "Committee"). The number of 61 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 14. SHARE-BASED PAYMENTS, (continued) shares issued under performance-based RSUs may be up to 200 % of the number of performance-based RSUs, based on the satisfaction of specific criteria established by the plan administrator. For the years ended September 30, 2024, 2023 and 2022, stock-based compensation cost totaled $ 18,478 , $ 17,308 and $ 17,432 , respectively. The associated future income tax benefit recognized was $ 4,185 , $ 3,821 and $ 3,821 for the years ended September 30, 2024, 2023 and 2022, respectively. With respect to the restricted share unit grants, units generally vest on the third anniversary of the grant date. The number of units that vest depend on certain time and performance thresholds. Such performance thresholds include adjusted earnings per share, return on invested capital, appreciation in the market value of the Company's Class A Common Stock, or other targets established by the Committee. Approximately 40 % of the outstanding share units vest based on time, while the remaining vest based on pre-defined performance thresholds. The Company issues common stock from treasury shares once vested. The transactions for RSUs for the year ended September 30, 2024 were as follows: Shares Weighted- average Grant-date Fair Value Non-vested at September 30, 2023 1,728,697 $ 30.90 Granted 458,320 40.39 Vested ( 459,118 ) 30.15 Expired or forfeited ( 20,550 ) 35.71 Non-vested at September 30, 2024 1,707,349 $ 33.59 During the third quarter of fiscal 2021, 75,000 stock options were granted under the 2017 Equity Incentive Plan. The option price for each stock option granted was $ 41.70 , which was equal to the fair market value of the Company's Class A Common Stock on the date of grant. During the second quarter of fiscal 2024, all of these stock options were forfeited in connection with an employee retirement. As of September 30, 2024, the total unrecognized compensation cost related to all unvested stock-based awards was $ 18,469 which is expected to be recognized over a weighted-average period of 1.8 years. The fair value of certain RSUs that are subject to performance conditions are estimated on the date of grant using a binomial lattice valuation model. The following table indicates the assumptions used in estimating the fair value of certain stock-based awards granted during the year ended September 30, 2024. 2024 Expected volatility 31.8 % Dividend yield 2.4 % Average risk-free interest rate 4.7 % Average expected term (years) 3.0 The risk-free interest rate is based on United States Treasury yields at the date of grant. The dividend yield is based on the most recent dividend payment and average stock price over the 12 months prior to the grant date. Expected volatilities are based on the historical volatility of the Company's stock price. The expected term for grants in the year ended September 30, 2024 represents an estimate of the average period of time for RSUs to vest. The Company maintains the Amended and Restated 2019 Director Fee Plan, the Amended and Restated 2014 Director Fee Plan and the 1994 Director Fee Plan (collectively, the "Director Fee Plans"). There will be no further fees or share-based awards granted under the Amended and Restated 2014 Director Fee Plan and the 1994 Director Fee Plan. Under the Amended and Restated 2019 Director Fee Plan, non-employee directors (except for the Chairman of the Board) each receive, as an annual retainer fee for fiscal 2024, either cash or shares of the Company's Class A Common Stock with a value equal to $ 90 . The 62 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 14. SHARE-BASED PAYMENTS, (continued) annual retainer fee for fiscal 2024 paid to the non-employee Chairman of the Board is $ 210 . Where the annual retainer fee is provided in shares, each director may elect to be paid these shares on a current basis or have such shares credited to a deferred stock account as phantom stock, with such shares to be paid to the director subsequent to leaving the Board. The total number of shares of stock that have been authorized to be issued under the Amended and Restated 2019 Director Fee Plan or credited to a deferred stock compensation account for subsequent issuance is 300,000 shares of Class A Common Stock (subject to adjustment upon certain events such as stock dividends or stock splits), following the amendment and restatement of the 2019 Director Fee Plan at the Company's 2023 Annual Shareholder Meeting. The value of deferred shares is recorded in other liabilities. A total of 51,147 shares and share units had been deferred under the Director Fee Plans at September 30, 2024. Additionally, non-employee directors each receive an annual stock-based grant (non-statutory stock options, stock appreciation rights and/or restricted shares or units) with a value of $ 140 for fiscal 2024. As of September 30, 2024, 377,460 restricted shares and RSUs have been granted under the Director Fee Plans, 204,231 of which were issued under the 2019 Director Fee Plan. 71,549 RSUs are unvested at September 30, 2024 under the Director Fee Plans. 15. EARNINGS PER SHARE: The information used to compute (loss) earnings per share attributable to Matthews' common shareholders was as follows: 2024 2023 2022 Net (loss) income attributable to Matthews shareholders $ ( 59,660 ) $ 39,291 $ ( 99,774 ) Weighted-average shares outstanding (in thousands): Basic shares 30,913 30,795 31,367 Effect of dilutive securities — 494 — Diluted shares 30,913 31,289 31,367 Dividends declared per common share $ 0.96 $ 0.92 $ 0.88 Anti-dilutive securities excluded from the dilutive calculation were insignificant for the fiscal year ended September 30, 2023. During periods in which the Company incurs a net loss, diluted weighted-average shares outstanding are equal to basic weighted-average shares outstanding because the effect of all equity awards is anti-dilutive. 16. PENSION AND OTHER POSTRETIREMENT PLANS: The Company provides defined benefit pension and other postretirement plans to certain employees. Effective January 1, 2014, the Company's principal defined benefit retirement plan ("DB Plan") was closed to new participants. During fiscal 2021, future benefit accruals were frozen for all participants in the Company's DB Plan, non-qualified Supplemental Retirement Plan ("SERP") and the defined benefit portion of the Officers Retirement Restoration Plan ("ORRP"). Additionally, the Company notified plan participants of its intention to terminate and fully settle the obligations of these plans. In the first quarter of fiscal 2022, the Company terminated its DB Plan and made plan contributions totaling $ 35,706 to fully fund the planned settlement of the DB Plan obligations. Also during the first quarter of fiscal 2022, lump sum distributions of $ 185,958 were made from the DB Plan to plan participants, and non-participating annuity contracts totaling $ 56,274 were purchased by the DB Plan for plan participants, resulting in the full settlement of the DB Plan obligations. The settlement of the DB Plan obligations resulted in the recognition of a non-cash charge of $ 30,856 , which has been presented as a component of other income (deductions), net for the year ended September 30, 2022. This amount represents the immediate recognition of the remaining portion of the deferred AOCI balances related to the DB Plan. In the first quarter of fiscal 2023, the Company made lump sum payments totaling $ 24,242 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 $ 1,271 , which has been presented as a component of other income (deductions), net for the year ended September 30, 2023. This amount represents the immediate recognition of the deferred AOCI balances related to the SERP and ORRP. As of September 30, 2024 and 2023, all of the Company's remaining defined benefit plans are unfunded. 63 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 16. PENSION AND OTHER POSTRETIREMENT PLANS, (continued) The following provides a reconciliation of benefit obligations, plan assets and funded status of the plans as of the Company's actuarial valuation as of September 30, 2024 and 2023: Pension Other Postretirement 2024 2023 2024 2023 Change in benefit obligation: Benefit obligation, beginning of year $ 12,896 $ 36,609 $ 12,375 $ 12,813 Service cost 125 163 55 76 Interest cost 530 497 684 644 Actuarial loss (gain) 1,100 ( 512 ) 777 ( 641 ) Settlement — ( 24,242 ) — — Exchange loss 645 979 — — Benefit payments ( 584 ) ( 598 ) ( 513 ) ( 517 ) Benefit obligation, end of year (1) 14,712 12,896 13,378 12,375 Change in plan assets: Fair value, beginning of year — — — — Benefit payments ( 584 ) ( 598 ) ( 513 ) ( 517 ) Employer contributions 584 24,840 513 517 Settlement — ( 24,242 ) — — Fair value, end of year — — — — Funded status ( 14,712 ) ( 12,896 ) ( 13,378 ) ( 12,375 ) Unrecognized actuarial gain ( 1,453 ) ( 1,518 ) ( 4,407 ) ( 5,906 ) Unrecognized prior service credit — — ( 591 ) ( 956 ) Net amount recognized $ ( 16,165 ) $ ( 14,414 ) $ ( 18,376 ) $ ( 19,237 ) Amounts recognized in the consolidated balance sheet: Current liability $ — $ ( 68 ) $ ( 872 ) $ ( 876 ) Noncurrent benefit liability ( 14,712 ) ( 12,828 ) ( 12,506 ) ( 11,499 ) Accumulated other comprehensive income ( 1,453 ) ( 1,518 ) ( 4,998 ) ( 6,862 ) Net amount recognized $ ( 16,165 ) $ ( 14,414 ) $ ( 18,376 ) $ ( 19,237 ) Amounts recognized in accumulated other comprehensive income: Net actuarial gain $ ( 1,453 ) $ ( 1,518 ) $ ( 4,407 ) $ ( 5,906 ) Prior service credit — — ( 591 ) ( 956 ) Net amount recognized $ ( 1,453 ) $ ( 1,518 ) $ ( 4,998 ) $ ( 6,862 ) (1) Gains and losses related to changes in assumptions (e.g., discount rate, mortality, etc.), salary and other experience impacted benefit obligations. 64 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 16. PENSION AND OTHER POSTRETIREMENT PLANS, (continued) Based upon actuarial valuations performed as of September 30, 2024 and 2023, both the accumulated benefit obligation and the projected benefit obligation for the Company's defined benefit pension plans was $ 14,712 and $ 12,896 at September 30, 2024 and 2023, respectively. Net periodic pension and other postretirement benefit cost for the plans included the following: Pension Other Postretirement 2024 2023 2022 2024 2023 2022 Service cost $ 125 $ 163 $ 392 $ 55 $ 76 $ 165 Interest cost * 530 497 1,127 684 644 411 Expected return on plan assets * — — ( 1,040 ) — — — Amortization: Prior service cost (credit) — — ( 152 ) ( 364 ) ( 364 ) ( 364 ) Net actuarial (gain) loss * ( 53 ) ( 64 ) 469 ( 722 ) ( 708 ) — Settlement* — 1,271 30,856 — — — Net benefit cost $ 602 $ 1,867 $ 31,652 $ ( 347 ) $ ( 352 ) $ 212 * Non-service components of pension and postretirement expense are included in other income (deductions), net. Matthews has elected to utilize a full yield curve approach in the estimation of the service and interest cost components of net periodic benefit cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. Benefit payments under the Company's DB Plan were made from plan assets, while benefit payments under the SERP were made from the Company's operating funds. Benefit payments under the Company's postretirement benefit plan are made from the Company's operating funds. The weighted-average assumptions in the following table represent the rates used to develop the actuarial present value of the projected benefit obligation for the year listed and also the net periodic benefit cost for the following year. The measurement date of annual actuarial valuations for the Company's pension and other postretirement benefit plans was September 30, for fiscal 2024, 2023 and 2022. The weighted-average assumptions for those plans were: Pension Other Postretirement 2024 2023 2022 2024 2023 2022 Discount rate 3.51 % 4.13 % 4.01 % 4.99 % 5.86 % 5.37 % In October 2014, the Society of Actuaries' Retirement Plans Experience Committee ("RPEC") released new mortality tables known as RP-2014. Each year, RPEC releases an update to the mortality improvement assumption that was released with the RP 2014 tables. The Company considered the RPEC mortality and mortality improvement tables and performed a review of its own mortality history to assess the appropriateness of the RPEC tables for use in generating financial results. In October 2019, the Society of Actuaries released updated base mortality tables denoted PRI-2012, replacing the RP-2014 base tables. In fiscal years 2024, 2023 and 2022, the Company elected to value its pension and other postretirement benefit plan liabilities using the base PRI-2012 mortality table and a slightly modified fully generational mortality improvement assumption. The revised assumption uses the most recent RPEC Scale MP mortality improvement table for all years where the RPEC tables are based on finalized data, and the most recently published Social Security Administration Intermediate mortality improvement for subsequent years. 65 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 16. PENSION AND OTHER POSTRETIREMENT PLANS, (continued) Benefit payments expected to be paid are as follows: Years ending September 30: Pension Benefits Other Postretirement Benefits 2025 $ 646 $ 872 2026 650 886 2027 659 887 2028 671 894 2029 692 894 2030-2034 3,699 4,303 $ 7,017 $ 8,736 For measurement purposes, a rate of increase of 7.0 % in the per capita cost of health care benefits was assumed for 2025; the rate was assumed to decrease gradually to 4.0 % for 2073 and remain at that level thereafter. Assumed health care cost trend rates have a significant effect on the amounts reported. The Company sponsors defined contribution plans for hourly and salary employees. The expense associated with the contributions made to these plans was $ 13,032 , $ 13,297 , and $ 12,442 for the fiscal years ended September 30, 2024, 2023 and 2022, respectively. The Company also provides a non-qualified deferred compensation plan for certain executives that permits participants to defer an amount of income into the plan during each calendar year. The expense associated with the contributions made to this plan was $ 700 and $ 1,385 for the fiscal years ended September 30, 2024 and 2023, respectively. 66 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 17. ACCUMULATED OTHER COMPREHENSIVE INCOME: The changes in AOCI by component, net of tax, for the years ended September 30, 2024, 2023, and 2022 were as follows: Postretirement Benefit Plans Currency Translation Adjustment Cash Flow Hedges Total Attributable to Matthews: Balance, September 30, 2021 $ ( 35,930 ) $ ( 155,251 ) $ ( 1,558 ) $ ( 192,739 ) OCI before reclassification 17,851 ( 46,817 ) 8,148 ( 20,818 ) Amounts reclassified from AOCI 23,261 (a) ( 1,242 ) (b) 1,347 (b) 23,366 Net current-period OCI 41,112 ( 48,059 ) 9,495 2,548 Balance, September 30, 2022 $ 5,182 $ ( 203,310 ) $ 7,937 $ ( 190,191 ) OCI before reclassification 1,476 13,979 3,056 18,511 Amounts reclassified from AOCI 102 (a) ( 865 ) (b) ( 1,961 ) (b) ( 2,724 ) Net current-period OCI 1,578 13,114 1,095 15,787 Balance, September 30, 2023 $ 6,760 $ ( 190,196 ) $ 9,032 $ ( 174,404 ) OCI before reclassification ( 955 ) 16,182 ( 6,104 ) 9,123 Amounts reclassified from AOCI ( 850 ) (a) ( 609 ) (b) ( 2,002 ) (b) ( 3,461 ) Net current-period OCI ( 1,805 ) 15,573 ( 8,106 ) 5,662 Balance, September 30, 2024 $ 4,955 $ ( 174,623 ) $ 926 $ ( 168,742 ) Attributable to noncontrolling interest: Balance, September 30, 2021 $ — $ 241 $ — $ 241 OCI before reclassification — 14 — 14 Net current-period OCI — 14 — 14 Balance, September 30, 2022 $ — $ 255 $ — $ 255 OCI before reclassification — 11 — 11 Net current-period OCI — 11 — 11 Balance, September 30, 2023 $ — $ 266 $ — $ 266 OCI before reclassification — 23 — 23 Net current-period OCI — 23 — 23 Balance, September 30, 2024 $ — $ 289 $ — $ 289 (a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 16). (b) Amounts were included in interest expense in the periods the hedged item affected earnings (see Note 12). Accumulated other comprehensive loss at September 30, 2024 and 2023 consisted of the following: 2024 2023 Cumulative foreign currency translation $ ( 174,623 ) $ ( 190,196 ) Fair value of cash flow hedges, net of tax of $ 316 and $ 3,058 , respectively 926 9,032 Minimum pension liabilities, net of tax of $ 1,496 and $ 1,620 , respectively 4,955 6,760 $ ( 168,742 ) $ ( 174,404 ) 67 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 17. ACCUMULATED OTHER COMPREHENSIVE INCOME, (continued) Reclassifications out of AOCI for the years ended September 30, 2024, 2023 and 2022 were as follows: Details about AOCI Components September 30, 2024 September 30, 2023 September 30, 2022 Affected line item in the Statement of Income Postretirement benefit plans Prior service (cost) credit (a) $ 364 $ 364 $ 516 Actuarial gains (losses) 775 772 ( 469 ) Other income (deductions), net Settlement losses — ( 1,271 ) ( 30,856 ) Other income (deductions), net 1,139 ( 135 ) ( 30,809 ) (Loss) income before income taxes (b) ( 289 ) 33 7,548 Income tax benefit (provision) $ 850 $ ( 102 ) $ ( 23,261 ) Net (loss) income Derivatives Cash flow hedges $ 2,679 $ 2,626 $ ( 1,786 ) Interest expense Net investment hedges 816 1,159 1,645 Interest expense 3,495 3,785 ( 141 ) (Loss) income before income taxes (b) ( 884 ) ( 959 ) 36 Income tax benefit (provision) $ 2,611 $ 2,826 $ ( 105 ) Net (loss) income (a) Prior service cost amounts are included in the computation of pension and other postretirement benefit expense, which is reported in both cost of goods sold and selling and administrative expenses. For additional information, see Note 16. (b) For pre-tax items, positive amounts represent income and negative amounts represent expense. 18. INCOME TAXES: The income tax provision (benefit) consisted of the following: 2024 2023 2022 Current: Federal $ 2,897 $ 13,967 $ 13,481 State 1,849 4,381 4,676 Foreign 10,480 5,052 10,414 15,226 23,400 28,571 Deferred: Federal ( 15,507 ) ( 14,466 ) ( 24,239 ) State ( 2,372 ) ( 1,887 ) ( 3,895 ) Foreign ( 7,344 ) ( 5,273 ) ( 4,828 ) ( 25,223 ) ( 21,626 ) ( 32,962 ) Total $ ( 9,997 ) $ 1,774 $ ( 4,391 ) 68 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 18. INCOME TAXES, (continued) The reconciliation of the federal statutory tax rate to the consolidated effective tax rate was as follows: 2024 2023 2022 Federal statutory tax rate 21.0 % 21.0 % 21.0 % Effect of state income taxes, net of federal deduction 1.3 % 3.8 % 0.2 % Foreign statutory taxes compared to federal statutory rate 19.6 % ( 0.7 ) % 1.6 % Share-based compensation ( 0.7 ) % 3.6 % ( 1.1 ) % Tax credits (net of withholding taxes) 3.6 % ( 7.0 ) % 1.2 % Goodwill write-down ( 4.9 ) % — % ( 11.2 ) % Nontaxable income 5.0 % ( 7.5 ) % 0.8 % Nondeductible held-for-sale asset write-downs ( 4.0 ) % — % — % Change in realizability of foreign deferred tax assets ( 30.7 ) % ( 9.5 ) % ( 5.8 ) % Other 4.2 % 0.6 % ( 2.5 ) % Effective tax rate 14.4 % 4.3 % 4.2 % The Company's consolidated income taxes for the year ended September 30, 2024 were a benefit of $ 9,997 , compared to an expense of $ 1,774 for fiscal 2023, and a benefit of $ 4,391 for fiscal 2022. The difference between the Company's consolidated income taxes for fiscal 2024 compared to fiscal 2023 partially resulted from the Company's fiscal 2024 pre-tax consolidated loss position compared to pre-tax consolidated income for fiscal 2023. The fiscal 2024 tax rate included charges related to changes in the realizability of foreign deferred tax assets. These changes included both current year foreign net operating losses requiring a full valuation allowance as well as other changes in realizability of certain foreign net operating losses from prior years. The fiscal 2024 consolidated loss before income taxes also reflected a goodwill write-down and write-down of certain net assets held-for-sale that were non-deductible for tax purposes. Additionally, the fiscal 2024 tax rate benefited from research and development and foreign tax credits. The fiscal 2023 effective tax rate benefited from research and development and foreign tax credits, and changes in realizability of foreign deferred tax assets due to the utilization of foreign tax net operating losses with a valuation allowance. The fiscal 2023 effective tax rate was negatively impacted by share-based compensation. The difference between the Company's consolidated income taxes for fiscal 2023 compared to fiscal 2022 partially resulted from fiscal 2023 having consolidated income before income taxes compared to fiscal 2022 having a consolidated loss before income taxes. The fiscal 2023 tax rate was negatively impacted by share-based compensation. Additionally, the fiscal 2023 tax rate benefited from research and development and foreign tax credits and the utilization of foreign tax net operating losses with a valuation allowance. The fiscal 2022 consolidated loss reflected a goodwill write-down recorded in the fourth quarter of fiscal 2022 that was primarily non-deductible. The fiscal 2022 effective tax rate also benefited from research and development and foreign tax credits. The fiscal 2022 effective tax rate was negatively impacted by foreign net operating losses requiring a full valuation allowance. The Company's foreign subsidiaries had losses before income taxes for the year ended September 30, 2024 of approximately $ 39,069 , income before income taxes for the year ended September 30, 2023 of approximately $ 43,090 and losses before income taxes for the year ended September 30, 2022 of approximately $ 47,653 . At September 30, 2024, undistributed earnings of foreign subsidiaries for which deferred income taxes have not been provided approximated $ 411,885 . Deferred income taxes have not been provided on undistributed earnings of foreign subsidiaries since they have either been previously taxed, or are now exempt from tax, under the U.S. Tax Cuts and Jobs Act, or such earnings are considered to be reinvested indefinitely in foreign operations. A determination of the deferred tax liability to be recorded if the earnings were not permanently reinvested is not practicable. 69 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 18. INCOME TAXES, (continued) The components of deferred tax assets and liabilities at September 30, 2024 and 2023 are as follows: 2024 2023 Deferred tax assets: Pension and postretirement benefits $ 6,405 $ 5,544 Accruals and reserves not currently deductible 16,992 11,158 Income tax credit carryforward 5,563 4,970 Operating and capital loss carryforwards 83,234 59,956 Stock options 8,266 8,007 Research and development capitalization 18,299 11,028 Operating lease liability 15,833 18,795 Interest carryforward 10,796 2,017 Other 6,057 999 Total deferred tax assets 171,445 122,474 Valuation allowances ( 45,462 ) ( 22,506 ) Net deferred tax assets 125,983 99,968 Deferred tax liabilities: Depreciation ( 25,724 ) ( 23,547 ) Unrealized gains and losses 21 ( 2,969 ) Goodwill and intangible assets ( 95,828 ) ( 97,415 ) Revenue recognized over time ( 27,467 ) ( 21,226 ) Operating lease right-of-use assets ( 15,282 ) ( 18,153 ) Other ( 843 ) ( 5,644 ) Total deferred tax liabilities ( 165,123 ) ( 168,954 ) Net deferred tax liability $ ( 39,140 ) $ ( 68,986 ) At September 30, 2024, the Company had foreign net operating loss carryforwards of $ 394,576 . The majority of the Company's foreign net operating losses have no expiration period. Certain of these carryforwards are subject to limitations on use due to tax rules affecting acquired tax attributes, loss sharing between group members, and business continuation. Therefore, the Company has established tax-effected valuation allowances against these tax benefits in the amount of $ 45,462 at September 30, 2024. The Company has recorded deferred tax assets of $ 2,710 for state net operating loss carryforwards, which will be available to offset future income tax liabilities. Changes in the total amount of gross unrecognized tax benefits (excluding penalties and interest) are as follows: 2024 2023 2022 Balance, beginning of year $ 3,779 $ 4,123 $ 2,807 Increases for tax positions of prior years 378 100 1,393 Decreases for tax positions of prior years — — ( 200 ) Increases based on tax positions related to the current year 1,044 769 551 Decreases due to lapse of statute of limitation ( 695 ) ( 1,213 ) ( 428 ) Balance, end of year $ 4,506 $ 3,779 $ 4,123 The Company had unrecognized tax benefits of $ 4,506 at September 30, 2024, which would impact the annual effective tax rate. It is reasonably possible that the amount of unrecognized tax benefits could decrease by approximately $ 2,815 in the next 12 months primarily due to the completion of audits and the expiration of the statute of limitation related to specific tax positions. 70 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 18. INCOME TAXES, (continued) The Company classifies interest and penalties on tax uncertainties as a component of the provision for income taxes. Total penalties and interest accrued were $ 588 and $ 730 at September 30, 2024 and 2023, respectively. These accruals may potentially be applicable in the event of an unfavorable outcome of uncertain tax positions. The Company is currently under examination in several tax jurisdictions and remains subject to examination until the statute of limitation expires for those tax jurisdictions. As of September 30, 2024, the tax years that remain subject to examination by major jurisdiction generally are: United States - Federal 2021 and forward United States - State 2020 and forward Canada 2020 and forward Germany 2019 and forward United Kingdom 2023 and forward Australia 2020 and forward Singapore 2020 and forward 19. COMMITMENTS AND CONTINGENT LIABILITIES: In the normal course of business, the Company may provide certain customers with performance guarantees, and at times letters of credit or surety bonds. The terms of these agreements expire at various dates between fiscal 2024 and 2026. In general, the Company would only be liable for the amounts of these guarantees in the event that non-performance by the Company permits termination of the related contract by the Company's customer. The Company maintains it is in compliance with its performance obligations under all contracts for which there is a performance guarantee, and the ultimate liability, if any, incurred in connection with these guarantees will not have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. The Company has employment agreements with certain employees, the terms of which expire at various dates between fiscal 2025 and 2027. The agreements generally provide for base salary and bonus levels and include non-compete provisions. The aggregate commitment for salaries under these agreements at September 30, 2024 was $ 10,310 . The Company is party to various legal proceedings and claims arising in the ordinary course of business, the eventual outcome of which are not predictable. Although the ultimate disposition of these ordinary course proceedings is not presently determinable, management is of the opinion that they should not result in liabilities in an amount which would materially affect the Company's consolidated financial position, results of operations or cash flows. In addition to these ordinary course legal proceedings, the Company is involved in the following legal proceeding. On October 7, 2024, the United States District Court for the Northern District of California granted the Company’s motion to compel arbitration in response to a complaint filed by Tesla on June 14, 2024 against the Company in the Northern District of California, Civil Action No. 5:24-cv-03615 (N.D. Cal.), which alleged trade secret misappropriation under the Defend Trade Secrets Act (the "DTSA") and California's Uniform Trade Secrets Act (the "CUTSA"), breach of contract and unfair business practices. As a result of the Court’s favorable ruling, the matter filed by Tesla has been effectively stayed pending arbitration. The Company maintains the claims vaguely stated in the complaint are without merit and intends to vigorously defend itself against the allegations. 71 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 20. SUPPLEMENTAL CASH FLOW INFORMATION: Changes in working capital items as presented in the Consolidated Statements of Cash Flows consisted of the following: 2024 2023 2022 Current assets: Accounts receivable $ 5,621 $ 26,457 $ 74,013 Inventories 27,019 ( 23,990 ) ( 23,459 ) Contract assets ( 15,304 ) ( 23,465 ) ( 19,509 ) Other current assets 8,483 ( 3,259 ) 3,739 25,819 ( 24,257 ) 34,784 Current liabilities: Trade accounts payable ( 6,492 ) ( 9,215 ) 7,437 Accrued compensation 27,597 ( 648 ) ( 10,760 ) Accrued income taxes ( 4,834 ) 3,343 5,745 Accrued rebates 144 296 1,265 Contract liabilities ( 9,426 ) 4,971 12,238 Other current liabilities ( 18,112 ) ( 9,993 ) ( 21,119 ) ( 11,123 ) ( 11,246 ) ( 5,194 ) Net change $ 14,696 $ ( 35,503 ) $ 29,590 21. SEGMENT INFORMATION The Company manages its businesses under three segments: Memorialization, Industrial Technologies and SGK Brand Solutions. The Memorialization segment consists primarily of bronze and granite memorials and other memorialization products, caskets, cremation-related products, and cremation and incineration equipment primarily for the cemetery and funeral home industries. The Industrial Technologies segment includes the design, manufacturing, service and sales of high-tech custom energy storage solutions; product identification and warehouse automation technologies and solutions, including order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products; and coating and converting lines for the packaging, pharma, foil, décor and tissue industries. The SGK Brand Solutions segment consists of brand management, pre-media services, printing plates and cylinders, imaging services, digital asset management, merchandising display systems, and marketing and design services primarily for the consumer goods and retail industries. The Company's primary measure of segment profitability is adjusted earnings before interest, income taxes, depreciation and amortization ("adjusted EBITDA"). Adjusted EBITDA is defined by the Company as earnings before interest, income taxes, depreciation, amortization and certain non-cash and/or non-recurring items that do not contribute directly to management’s evaluation of its operating results. These items include stock-based compensation, the non-service portion of pension and postretirement expense, acquisition and divestiture costs, enterprise resource planning ("ERP") integration costs, and strategic initiatives and other charges. This presentation is consistent with how the Company's chief operating decision maker (the “CODM”) evaluates the results of operations and makes strategic decisions about the business. For these reasons, the Company believes that adjusted EBITDA represents the most relevant measure of segment profit and loss. 72 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 21. SEGMENT INFORMATION, (continued) In addition, the CODM manages and evaluates the operating performance of the segments, as described above, on a pre-corporate cost allocation basis. Accordingly, for segment reporting purposes, the Company does not allocate corporate costs to its reportable segments. Corporate costs include management and administrative support to the Company, which consists of certain aspects of the Company’s executive management, legal, compliance, human resources, information technology (including operational support) and finance departments. These costs are included within "Corporate and Non-Operating" in the following table to reconcile to consolidated adjusted EBITDA and are not considered a separate reportable segment. Management does not allocate non-operating items such as investment income, other income (deductions), net and noncontrolling interest to the segments. The accounting policies of the segments are the same as those described in Note 2 "Summary of Significant Accounting Policies". Intersegment sales are accounted for at negotiated prices. Segment assets include those assets that are used in the Company's operations within each segment. Assets classified under "Corporate and Non-Operating" principally consist of cash and cash equivalents, investments, deferred income taxes and corporate headquarters' assets. Long-lived assets include property, plant and equipment (net of accumulated depreciation), goodwill, and other intangible assets (net of accumulated amortization). Information about the Company's segments follows: Memorialization Industrial Technologies SGK Brand Solutions Corporate and Non-Operating Consolidated Sales to external customers: 2024 $ 829,731 $ 433,156 $ 532,850 $ — $ 1,795,737 2023 842,997 505,751 532,148 — 1,880,896 2022 840,124 335,523 586,756 — 1,762,403 Intersegment sales: 2024 — 1,367 3,707 — 5,074 2023 — 1,829 1,073 — 2,902 2022 — 1,057 1,295 — 2,352 Depreciation and amortization: 2024 27,768 23,772 38,667 4,563 94,770 2023 23,738 23,184 44,842 4,766 96,530 2022 23,228 11,387 64,173 5,268 104,056 Adjusted EBITDA: 2024 162,586 39,716 61,620 ( 58,765 ) 205,157 2023 163,986 66,278 57,128 ( 61,583 ) 225,809 2022 151,849 56,762 60,120 ( 58,323 ) 210,408 Total assets: 2024 790,098 460,650 532,178 51,964 1,834,890 2023 794,129 482,444 572,601 38,207 1,887,381 2022 800,666 414,019 631,291 36,795 1,882,771 Capital expenditures: 2024 13,749 17,757 12,520 1,192 45,218 2023 16,868 16,253 14,589 2,888 50,598 2022 28,899 13,646 14,287 4,489 61,321 73 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 21. SEGMENT INFORMATION, (continued) A reconciliation of adjusted EBITDA to net income follows: 2024 2023 2022 Total Adjusted EBITDA $ 205,157 $ 225,809 $ 210,408 Acquisition and divestiture related items (1)** ( 5,576 ) ( 5,293 ) ( 7,898 ) Strategic initiatives and other charges (2)**† ( 65,586 ) ( 13,923 ) ( 28,060 ) Non-recurring / incremental COVID-19 costs (3)*** — — ( 2,985 ) Highly inflationary accounting losses (primarily non-cash) (4) ( 1,027 ) ( 1,360 ) ( 1,473 ) Defined benefit plan termination related items (5) — — 429 Goodwill and asset write-downs (6) ( 33,574 ) — ( 92,504 ) Stock-based compensation ( 18,478 ) ( 17,308 ) ( 17,432 ) Non-service pension and postretirement expense (7) ( 439 ) ( 1,640 ) ( 31,823 ) Depreciation and amortization * ( 94,770 ) ( 96,530 ) ( 104,056 ) Interest expense, including RPA and factoring financing fees (8) ( 55,364 ) ( 48,690 ) ( 28,771 ) Net loss attributable to noncontrolling interests — ( 155 ) ( 54 ) (Loss) income before income taxes ( 69,657 ) 40,910 ( 104,219 ) Income tax benefit (provision) 9,997 ( 1,774 ) 4,391 Net (loss) income $ ( 59,660 ) $ 39,136 $ ( 99,828 ) (1) Includes certain non-recurring costs associated with recent acquisition and divestiture activity, and also includes a gain of $ 1,827 in fiscal year 2023 related to the divestiture of a business in the Industrial Technologies segment. (2) 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 legal costs related to an ongoing dispute with Tesla, which totaled $ 12,399 (See Note 19, "Commitments and Contingent Liabilities"). Fiscal 2023 includes loss recoveries totaling $ 2,154 which were related to a previously disclosed theft of funds by a former employee initially identified in fiscal 2015. (3) Includes certain non-recurring direct incremental costs (such as costs for purchases of computer peripherals and devices to facilitate working-from-home, additional personal protective equipment and cleaning supplies and services, etc.) incurred in response to COVID-19. This amount does not include the impact of any lost sales or underutilization due to COVID-19. (4) Represents exchange losses associated with highly inflationary accounting related to the Company's Turkish subsidiaries. (5) Represents items associated with the termination of the Company's DB Plan, supplemental retirement plan and the defined benefit portion of the officers retirement restoration plan. (6) Fiscal 2024 includes goodwill write-downs within the Industrial Technologies segment of $ 16,727 (see Note 23, "Goodwill and Other Intangible Assets"), asset write-downs within the Memorialization segment of $ 13,716 (see Note 24, "Asset Write-Downs"), and investment write-downs within Corporate and Non-operating of $ 3,131 (see Note 8, "Investments"). Fiscal 2022 includes goodwill write-downs within the SGK Brand Solutions segment of $ 82,454 (see Note 23, "Goodwill and Other Intangible Assets"), and asset write-downs net of recoveries within the SGK Brand Solutions segment of $ 10,050 (see Note 24, "Asset Write-Downs"). (7) Non-service pension and postretirement expense includes interest cost, expected return on plan assets, amortization of actuarial gains and losses, curtailment gains and losses, and settlement gains and losses. These benefit cost components are excluded from adjusted EBITDA since they are primarily influenced by external market conditions that impact investment returns and interest (discount) rates. Curtailment gains and losses and settlement gains and losses are excluded from adjusted EBITDA since they generally result from certain non-recurring events, such as plan amendments to modify future benefits or settlements of plan obligations. The service cost and prior service cost components of pension and postretirement expense are included in the calculation of adjusted EBITDA, since they are considered to be a better reflection of the ongoing service-related costs of providing these benefits. 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. (8) Includes fees for receivables sold under the RPA and factoring arrangements totaling $ 4,830 , $ 4,042 and $ 1,046 for the fiscal years ended September 30, 2024, 2023 and 2022, respectively. * Depreciation and amortization was $ 27,768 , $ 23,738 , and $ 23,228 for the Memorialization segment, $ 23,772 , $ 23,184 , and $ 11,387 for the Industrial Technologies segment, $ 38,667 , $ 44,842 , and $ 64,173 for the SGK Brand Solutions segment, and $ 4,563 , $ 4,766 , and $ 5,268 for Corporate and Non-Operating, for the fiscal years ended September 30, 2024, 2023, and 2022, respectively. ** Acquisition and divestiture costs, ERP integration costs, and strategic initiatives and other charges were $ 3,514 , $ 1,002 , and $ 3,517 for the Memorialization segment, $ 54,357 , $ 4,108 , and $ 5,631 for the Industrial Technologies segment, $ 3,001 , $ 10,905 , and $ 19,359 for the SGK Brand Solutions segment, and $ 10,290 , $ 3,201 , and $ 7,451 for Corporate and Non-Operating, for the fiscal years ended September 30, 2024, 2023, and 2022, respectively. *** Non-recurring/incremental COVID-19 costs were $ 1,314 for the Memorialization segment, $ 6 for the Industrial Technologies segment, $ 1,199 for the SGK Brand Solutions segment, and $ 466 for Corporate and Non-Operating, for the fiscal year ended September 30, 2022. † Strategic initiatives and other charges includes charges for exit and disposal activities (including severance and other employee termination benefits) totaling $ 45,705 , $ 13,210 and $ 14,596 in fiscal years 2024, 2023 and 2022, respectively. Fiscal 2024 amounts totaling $ 32,526 , $ 1,379 and $ 11,800 were presented in cost of sales, selling expense, and administrative expense, respectively. Fiscal 2023 amounts totaling $ 9,028 , $ 1,925 and $ 2,257 were presented in cost of sales, selling expense, and administrative expense, respectively. Fiscal 2022 amounts totaling $ 1,777 , $ 267 and $ 12,552 were presented in cost of sales, selling expense, and administrative expense, respectively. Accrued severance and other employee termination benefits totaled $ 42,245 and $ 7,321 as of September 30, 2024 and 2023, respectively. 74 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 21. SEGMENT INFORMATION, (continued) Information about the Company's operations by geographic area follows: North America Central and South America Europe Australia Asia Consolidated Sales to external customers: 2024 $ 1,182,523 $ 5,456 $ 522,196 $ 19,514 $ 66,048 $ 1,795,737 2023 1,219,238 5,260 572,736 19,913 63,749 1,880,896 2022 1,230,267 4,729 444,606 21,206 61,595 1,762,403 Long-lived assets: 2024 799,545 10,040 238,214 14,412 40,437 1,102,648 2023 806,182 11,690 255,748 14,099 41,194 1,128,913 2022 822,566 10,787 242,614 14,895 42,778 1,133,640 22. ACQUISITIONS AND DIVESTITURES: Fiscal 2024: In January 2024, the Company completed a small acquisition within the Memorialization segment for a purchase price of $ 5,825 (net of holdbacks and other adjustments, including working capital). The Company finalized the allocation of the purchase price in the fourth quarter of fiscal 2024, resulting in no significant adjustments. Fiscal 2023: In September 2023, the Company completed a small divestiture within the Industrial Technologies segment. Net proceeds from the divestiture totaled approximately $ 6,700 , and the transaction resulted in a pre-tax gain of $ 1,827 , which was recorded as a component of administrative expenses for the year ended September 30, 2023. The transaction also included $ 2,250 of contingent consideration, which represents the maximum amount the Company could potentially recognize at the resolution of the two-year contingency period. In March 2023, the Company purchased the remaining ownership interest in a non-consolidated Industrial Technologies subsidiary for $ 4,759 (net of cash acquired and holdbacks). The Company finalized the allocation of the purchase price in the first quarter of fiscal 2024, resulting in no significant adjustments. In February 2023, the Company acquired Eagle Granite Company ("Eagle") within the Memorialization segment for a total purchase price of $ 18,384 , consisting of cash of $ 8,650 (net of cash acquired) and a deferred purchase price amount of $ 9,734 , which is scheduled to be paid to the seller two years from the acquisition date. In addition, the Company has recorded a liability of approximately $ 3,800 for potential future contingent consideration related to certain earnout provisions, which, if owed, is scheduled to be paid to the seller four years from the acquisition date. Eagle serves cemeteries and monument companies with a full complement of granite memorialization products. The Company finalized the allocation of the purchase price in the first quarter of fiscal 2024, resulting in adjustments to certain liability accounts. During the first fiscal quarter of 2023, the Company completed small acquisitions within the SGK Brand Solutions segment for a combined purchase price of $ 1,932 (net of cash acquired and holdbacks). The Company finalized the purchase price allocations in the fourth quarter of fiscal 2023, resulting in an immaterial adjustment to certain tax accounts. 75 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 22. ACQUISITIONS AND DIVESTITURES, (continued) Fiscal 2022: In August 2022, the Company acquired German-based engineering firms OLBRICH and R+S Automotive for a purchase price of approximately € 43,700 ($ 44,469 ) (net of cash acquired) within the Industrial Technologies segment. OLBRICH is a production and intelligent equipment manufacturer, specializing in purpose-built rotary processing equipment, including equipment used in the manufacturing of dry and wet electrodes for lithium-ion batteries used in electric vehicles and components for hydrogen fuel cells and electrolyzers, with additional strong positions in Specialty & Pharma, Packaging and Home & Décor. R+S Automotive is a specialty engineering services provider of automation, plant and tooling concepts for automotive manufacturing companies around the world. Annual sales for these businesses were approximately $ 140,000 prior to the acquisition. The Company finalized the allocation of the purchase price in the fourth quarter of fiscal 2023, resulting in an immaterial adjustment to certain working capital, tax, and other accounts. 23. GOODWILL AND OTHER INTANGIBLE ASSETS: Changes to goodwill during the years ended September 30, 2024 and 2023, follow. Memorialization Industrial Technologies SGK Brand Solutions Consolidated Net goodwill at September 30, 2022 $ 361,782 $ 107,022 $ 206,617 $ 675,421 Additions during period 2,322 6,757 2,100 11,179 Divestiture during period — ( 2,525 ) — ( 2,525 ) Translation and other adjustments 1,911 3,819 8,304 14,034 Net goodwill at September 30, 2023 366,015 115,073 217,021 698,109 Additions during period 2,551 — — 2,551 Translation and other adjustments 4,578 1,199 7,413 13,190 Goodwill write-down — ( 16,727 ) — ( 16,727 ) Net goodwill at September 30, 2024 $ 373,144 $ 99,545 $ 224,434 $ 697,123 The net goodwill balances at September 30, 2024 and 2023 included $ 277,913 and $ 261,186 of accumulated impairment losses, respectively. Accumulated impairment losses at September 30, 2024 were $ 5,000 , $ 40,673 , and $ 232,240 for the Memorialization, Industrial Technologies and SGK Brand Solutions segments, respectively. Accumulated impairment losses at September 30, 2023 were $ 5,000 , $ 23,946 , and $ 232,240 for the Memorialization, Industrial Technologies and SGK Brand Solutions segments, respectively. Fiscal 2024: In fiscal 2024, the additions reflect the acquisition of a small business within the Memorialization segment. 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 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 %. The fair value for the reporting unit was determined using level 3 inputs (including estimates of revenue growth, EBITDA contribution and the discount rates) and a combination of the income approach using the estimated discounted cash flows and a market-based valuation methodology. If current projections are not achieved or specific valuation factors outside the Company's control (such as discount rates and continued economic and industry challenges) significantly change, additional goodwill write-downs may be necessary in future periods. 76 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 23. GOODWILL AND OTHER INTANGIBLE ASSETS, (continued) The Company's Surfaces and Engineering reporting unit experienced declines during the fourth quarter of fiscal 2024, primarily related to the Company's recently acquired (August 2022) Olbrich GmbH business. The Company determined that a triggering event occurred during the fourth quarter of fiscal 2024, resulting in a re-evaluation of the goodwill for the Surfaces and Engineering reporting unit as of September 1, 2024. As a result of this interim assessment, the Company recorded a goodwill write-down totaling $ 16,727 during the fiscal 2024 fourth quarter, reducing the amount of goodwill for this reporting unit to zero. The fair value for the reporting unit was determined using level 3 inputs (including estimates of revenue growth, EBITDA contribution and the discount rates) and the income approach valuation methodology which utilizes estimated discounted cash flows of the reporting unit. Fiscal 2023: In fiscal 2023, the additions reflect the acquisition of Eagle Granite Company within the Memorialization segment, the purchase of the remaining ownership interest in an Industrial Technologies subsidiary, and small acquisitions within the SGK Brand Solutions segment. Fiscal 2022: In fiscal 2022, in its assessment of the potential impacts of weakened economic conditions (particularly in Europe), increases in the cost of certain materials, labor, and other inflation-related pressures, and unfavorable changes in foreign exchange rates on the estimated future earnings and cash flows for the SGK Brand Solutions reporting unit, and in light of the limited excess fair value over carrying value for this reporting unit, management determined a triggering event occurred, resulting in a re-evaluation of goodwill for the reporting unit, as of September 1, 2022. As a result of this interim assessment, the Company recorded a goodwill write-down totaling $ 82,454 during the fiscal 2022 fourth quarter. Subsequent to this write-down, the fair value of the SGK Brand Solutions reporting unit approximated its carrying value at September 1, 2022. The fair value for the reporting unit was determined using level 3 inputs (including estimates of revenue growth, EBITDA contribution and the discount rates) and a combination of the income approach using the estimated discounted cash flows and a market-based valuation methodology. The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of September 30, 2024 and 2023, respectively. Carrying Amount Accumulated Amortization Net September 30, 2024 Indefinite-lived trade names $ 30,540 $ — $ 30,540 Definite-lived trade names 151,598 ( 127,829 ) 23,769 Customer relationships 380,387 ( 311,621 ) 68,766 Copyrights/patents/other 19,166 ( 16,215 ) 2,951 $ 581,691 $ ( 455,665 ) $ 126,026 September 30, 2023 Indefinite-lived trade names $ 30,540 $ — $ 30,540 Definite-lived trade names 151,185 ( 122,474 ) 28,711 Customer relationships 378,161 ( 280,910 ) 97,251 Copyrights/patents/other 19,375 ( 15,399 ) 3,976 $ 579,261 $ ( 418,783 ) $ 160,478 The net change in intangible assets during fiscal 2024 included the impact of foreign currency fluctuations during the period, additional amortization, and additions related to a small acquisition within the Memorialization segment. Amortization expense on intangible assets was $ 37,023 , $ 42,068 , and $ 57,084 in fiscal 2024, 2023 and 2022, respectively. Fiscal year amortization expense is estimated to be approximately $ 21,249 in 2025, $ 14,171 in 2026, $ 13,068 in 2027, $ 10,995 in 2028 and $ 9,144 in 2029. 77 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (Dollar amounts in thousands, except per share data) 24. ASSET WRITE-DOWNS: During the fourth quarter of fiscal 2024, the Company recognized a non-cash impairment charge of $ 13,716 for the full write-down of certain net assets held-for-sale within the Memorialization segment. The held-for-sale adjustment included a $ 6,844 provision for certain amounts included in AOCI within currency translation adjustment. This write-down was recorded as a component of administrative expenses for the year ended September 30, 2024. The Company has certain operations in Russia within its SGK Brand Solutions segment. During fiscal 2022, in light of the war between Russia and Ukraine, and the resulting regional instability and evolving political and economic conditions within the region, the Company evaluated certain of its assets for recoverability and impairment. As a result of this assessment, and due to the uncertainty in projecting future cash flows for the Company's operations in Russia, the Company recorded asset write-downs totaling $ 10,050 (net of recoveries) during fiscal 2022 to reduce the carrying value of these assets to zero . Asset write-downs (primarily related to property, plant and equipment) totaling $ 9,686 and $ 364 were reported within cost of sales and administrative expense, respectively, for the year ended September 30, 2022. 78 FINANCIAL STATEMENT SCHEDULE SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Additions Description Balance at Beginning of Period Charged to Expense Charged to other Accounts Deductions (1) Balance at End of Period (Dollar amounts in thousands) Allowance for Doubtful Accounts: Fiscal Year Ended: September 30, 2024 $ 10,784 $ 2,696 $ — $ ( 1,425 ) $ 12,055 September 30, 2023 10,138 1,625 — ( 979 ) 10,784 September 30, 2022 10,654 1,368 — ( 1,884 ) 10,138 (1) Amounts determined not to be collectible (including direct write-offs), net of recoveries. Description Balance at Beginning of Period Provision Charged (Credited) To Expense (1, 3) Allowance Changes Other (Deductions) Additions (2,4) Balance at End of Period (Dollar amounts in thousands) Deferred Tax Asset Valuation Allowance: Fiscal Year Ended: September 30, 2024 $ 22,506 $ 24,152 $ — $ ( 1,196 ) $ 45,462 September 30, 2023 27,552 ( 4,709 ) — ( 337 ) 22,506 September 30, 2022 28,619 ( 1,300 ) — 233 27,552 (1) Amounts relate primarily to adjustments in net operating loss carryforwards which are precluded from use. (2) Fiscal 2023 and 2022 consists principally of adjustments related to foreign exchange. (3) Fiscal 2024 amount is comprised of a $ 2,032 benefit related to the release of valuation allowance, and a $ 26,184 expense primarily related to adjustments in net operating loss carryforwards which are precluded from use. Fiscal 2022 amount is comprised of a $ 5,004 benefit related to non-survivability of deferred tax assets with full valuation allowance due to entity dissolution and a $ 3,704 expense primarily related to adjustments in net operating loss carryforwards which are precluded from use. (4) Fiscal 2024 amount is comprised of a $ 2,802 decrease related to non-survivability of deferred tax assets with a full valuation allowance due to held-for-sale asset write-downs, and a $ 1,606 addition related to foreign exchange. 79 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.