Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Description Pages
Management's Report to Shareholders 42
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
43
Report of Independent Registered Public Accounting Firm 44
Financial Statements:
Consolidated Balance Sheets as of September 30, 2025 and 2024 46
Consolidated Statements of Income (Loss) for the years ended September 30, 2025, 2024 and 2023 48
Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, 2025, 2024 and 2023 49
Consolidated Statements of Shareholders' Equity for the years ended September 30, 2025, 2024 and 2023 50
Consolidated Statements of Cash Flows for the years ended September 30, 2025, 2024 and 2023 51
Notes to Consolidated Financial Statements 52
Financial Statement Schedule – Schedule II-Valuation and Qualifying
Accounts for the years ended September 30, 2025, 2024 and 2023 88
41
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, 2025. The effectiveness of the Company's internal control over financial reporting as of September 30, 2025 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.
42
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, 2025, 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, 2025, 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, 2025 and 2024, 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, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated November 21, 2025 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 21, 2025
43
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, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025, 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, 2025, 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 21, 2025 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.
44
Valuation of Goodwill
Description of the Matter At September 30, 2025, the Company had $487,561 of goodwill. As more fully described in Notes 2 and 24 to the consolidated financial statements, the Company evaluates goodwill for impairment annually or whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. The Company performed a quantitative impairment assessment for each reporting unit as of January 1, 2025. The Company utilized a combination of the income approach using the estimated discounted cash flows and a market-based valuation methodology for each reporting unit.
Auditing the annual impairment analysis was complex for certain of the reporting units due to the estimation required to determine fair value. In particular, the fair value estimates were sensitive to significant assumptions, such as changes in the revenue growth rates, EBITDA contribution, and the discount rate, 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 significant 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 each reporting unit.
To test the fair value of each reporting unit, our audit procedures included, among others, assessing the valuation methodologies utilized by the Company and its valuation expert, testing the significant assumptions discussed above for certain of the reporting units, and testing the completeness and accuracy of the underlying data used by the Company. We involved our valuation specialists in assessing the fair value methodologies applied and evaluating the reasonableness of the discount rate selected by management in the determination of the fair values of certain of the reporting units. We compared the revenue growth rates and EBITDA contribution used by management to current industry and economic trends, recent historical performance, or other relevant factors. We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair values that would result from changes in the 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. We also assessed the appropriateness of the disclosures in the financial statements.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2016.
Pittsburgh, Pennsylvania
November 21, 2025
45
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2025 and 2024
(Dollar amounts in thousands, except per share data)
ASSETS 2025 2024
Current assets:
Cash and cash equivalents $ 32,433 $ 40,816
Accounts receivable, net of allowance for credit
losses of $ 13,481 and $ 12,055 , respectively
132,940 205,984
Inventories 202,827 237,888
Contract assets 107,147 92,969
Other current assets 44,821 54,886
Total current assets 520,168 632,543
Investments 288,637 23,076
Property, plant and equipment, net 224,575 279,499
Operating lease right-of-use-assets 51,610 60,499
Deferred income taxes 6,435 6,548
Goodwill 487,561 697,123
Other intangible assets, net 105,958 126,026
Other non-current assets 9,498 9,576
Total assets $ 1,694,442 $ 1,834,890
The accompanying notes are an integral part of these consolidated financial statements.
46
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, continued
September 30, 2025 and 2024
(Dollar amounts in thousands, except per share data)
LIABILITIES AND SHAREHOLDERS' EQUITY 2025 2024
Current liabilities:
Long-term debt, current maturities $ 7,230 $ 6,853
Current portion of operating lease liabilities 17,186 22,617
Trade accounts payable 98,462 108,362
Accrued rebates 18,185 23,766
Accrued compensation 36,408 88,781
Accrued income taxes 9,293 7,522
Contract liabilities 7,447 28,723
Other current liabilities 156,269 148,151
Total current liabilities 350,480 434,775
Long-term debt 703,602 769,614
Operating lease liabilities 36,099 40,073
Deferred income taxes 55,967 45,688
Other non-current liabilities 67,352 107,534
Total liabilities 1,213,500 1,397,684
Shareholders' equity:
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 154,617 159,497
Retained earnings 565,278 623,063
Accumulated other comprehensive loss ( 78,010 ) ( 168,742 )
Treasury stock, 5,538,147 and 5,731,499 shares, respectively, at cost
( 197,277 ) ( 212,994 )
Total shareholders' equity-Matthews 480,942 437,158
Noncontrolling interests — 48
Total shareholders' equity 480,942 437,206
Total liabilities and shareholders' equity $ 1,694,442 $ 1,834,890
The accompanying notes are an integral part of these consolidated financial statements.
47
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
for the years ended September 30, 2025, 2024 and 2023
(Dollar amounts in thousands, except per share data)
2025 2024 2023
Sales $ 1,497,689 $ 1,795,737 $ 1,880,896
Cost of sales ( 990,096 ) ( 1,266,030 ) ( 1,303,224 )
Gross profit 507,593 529,707 577,672
Selling expense ( 117,926 ) ( 141,875 ) ( 140,119 )
Administrative expense ( 349,284 ) ( 346,405 ) ( 307,368 )
Intangible amortization ( 20,069 ) ( 37,023 ) ( 42,068 )
Goodwill write-downs — ( 16,727 ) —
Gain on sale of SGK business 55,139 — —
Operating profit (loss) 75,453 ( 12,323 ) 88,117
Interest expense ( 62,895 ) ( 50,534 ) ( 44,648 )
Other income (deductions), net 3,651 ( 6,800 ) ( 2,559 )
Income (loss) before income taxes 16,209 ( 69,657 ) 40,910
Income tax (provision) benefit ( 40,680 ) 9,997 ( 1,774 )
Net (loss) income ( 24,471 ) ( 59,660 ) 39,136
Net loss attributable to noncontrolling interests — — 155
Net (loss) income attributable to Matthews shareholders $ ( 24,471 ) $ ( 59,660 ) $ 39,291
(Loss) earnings per share attributable to Matthews shareholders:
Basic $ ( 0.79 ) $ ( 1.93 ) $ 1.28
Diluted $ ( 0.79 ) $ ( 1.93 ) $ 1.26
The accompanying notes are an integral part of these consolidated financial statements.
48
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
for the years ended September 30, 2025, 2024 and 2023
(Dollar amounts in thousands)
Year Ended September 30, 2025
Matthews Noncontrolling Interest Total
Net loss $ ( 24,471 ) $ — $ ( 24,471 )
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment 89,626 — 89,626
Pension plans and other postretirement benefits 2,585 — 2,585
Unrecognized loss on cash flow hedges:
Net change from periodic revaluation ( 505 ) — ( 505 )
Net amount reclassified to earnings ( 974 ) — ( 974 )
Net change in unrecognized loss on cash flow hedges ( 1,479 ) — ( 1,479 )
Other comprehensive income, net of tax 90,732 — 90,732
Comprehensive income $ 66,261 $ — $ 66,261
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
The accompanying notes are an integral part of these consolidated financial statements.
49
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
for the years ended September 30, 2025, 2024 and 2023
(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, 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
Net loss — — ( 24,471 ) — — — ( 24,471 )
Pension plans and other
postretirement benefits — — — 2,585 — — 2,585
Translation adjustment — — — 89,626 — — 89,626
Fair value of cash flow hedges — — — ( 1,479 ) — — ( 1,479 )
Total comprehensive income 66,261
Stock-based compensation — 23,065 — — — — 23,065
Purchase of 567,754 shares
of treasury stock
— — — — ( 12,228 ) — ( 12,228 )
Issuance of 761,106 shares
of treasury stock
— ( 27,945 ) — — 27,945 — —
Dividends — — ( 33,314 ) — — — ( 33,314 )
Divestiture — — — — — ( 48 ) ( 48 )
Balance, September 30, 2025 $ 36,334 $ 154,617 $ 565,278 $ ( 78,010 ) $ ( 197,277 ) $ — $ 480,942
The accompanying notes are an integral part of these consolidated financial statements.
50
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended September 30, 2025, 2024 and 2023
(Dollar amounts in thousands)
2025 2024 2023
Cash flows from operating activities:
Net (loss) income $ ( 24,471 ) $ ( 59,660 ) $ 39,136
Adjustments to reconcile net (loss) income to net cash flows from operating activities:
Depreciation and amortization 71,746 94,770 96,530
Stock-based compensation expense 23,065 18,478 17,308
Deferred tax expense (benefit) 23,140 ( 25,223 ) ( 21,626 )
Gain on sale of SGK Business ( 55,139 ) — —
Gains on other divestitures and sale of assets, net ( 3,177 ) ( 1,428 ) ( 2,980 )
Equity and other investment (income) losses ( 2,890 ) 148 —
Asset write-downs 7,911 16,847 —
Goodwill write-downs — 16,727 —
Defined benefit plan settlement losses — — 1,271
Defined benefit plan settlement payments — — ( 24,242 )
Proceeds from the settlement of cash flow hedges — — 10,474
Payments of divestiture transaction costs ( 8,902 ) — —
Changes in working capital items ( 45,394 ) 14,696 ( 35,503 )
Decrease in other non-current assets 11,258 20,613 9,339
Decrease in other non-current liabilities ( 10,870 ) ( 17,196 ) ( 8,863 )
Other operating activities, net ( 9,827 ) 510 ( 1,320 )
Net cash (used in) provided by operating activities ( 23,550 ) 79,282 79,524
Cash flows from investing activities:
Capital expenditures ( 35,818 ) ( 45,218 ) ( 50,598 )
Acquisitions, net of cash acquired ( 55,832 ) ( 5,825 ) ( 15,341 )
Purchases of investments ( 63 ) ( 825 ) ( 1,606 )
Proceeds from sale of assets 21,250 4,156 2,120
Proceeds from sale of SGK Business 228,004 — —
Proceeds from other divestitures 2,049 544 6,700
Proceeds from sale of investments — 200 —
Net cash provided by (used in) investing activities 159,590 ( 46,968 ) ( 58,725 )
Cash flows from financing activities:
Proceeds from long-term debt 1,360,651 1,244,737 865,747
Payments on long-term debt ( 1,427,648 ) ( 1,276,075 ) ( 883,971 )
Purchases of treasury stock ( 12,228 ) ( 20,574 ) ( 2,857 )
Dividends ( 32,759 ) ( 31,409 ) ( 28,202 )
Acquisition holdback and contingent consideration payments ( 10,184 ) — —
Payments of debt issuance costs — ( 10,154 ) —
Proceeds from net investment hedges 14,990 58,432 —
Payments on net investment hedges ( 37,092 ) — —
Other financing activities — — ( 912 )
Net cash used in financing activities ( 144,270 ) ( 35,043 ) ( 50,195 )
Effect of exchange rate changes on cash ( 152 ) 1,444 83
Net change in cash and cash equivalents ( 8,383 ) ( 1,285 ) ( 29,313 )
Cash and cash equivalents at beginning of year 40,816 42,101 71,414
Cash and cash equivalents at end of year $ 32,433 $ 40,816 $ 42,101
Cash paid during the year for:
Interest $ 51,109 $ 50,337 $ 43,525
Income taxes 16,760 19,246 18,014
The accompanying notes are an integral part of these consolidated financial statements.
51
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 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. 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. On May 1, 2025, the Company contributed the vast majority of its Brand Solutions segment (the "SGK Business") to a newly-formed entity, Peninsula Parent LLC, d.b.a. Propelis Group ("Propelis"), in exchange for a 40 % ownership interest in Propelis and other consideration. Propelis is a leading global provider of brand solutions. Following the completion of this transaction, the Company's Brand Solutions segment consists of its cylinders business, and its 40 % ownership interest in Propelis. See Notes 8, "Investments" and 23, "Acquisitions and Divestitures" for further information with respect to the Company's sale of its interest in the SGK Business.
The Company has facilities in North America, Europe, Asia, Australia, and Central 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 is able to exercise significant influence, but does not control the financial and operating decisions, are accounted for as equity-method investments. Such equity-method investments are periodically adjusted to reflect the Company's share of earnings and losses reported by investees, distributions received, and other-than-temporary impairments, if applicable. 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. Activity prior to May 1, 2025 for the SGK Business is included within the consolidated financial statements of the Company. As of May 1, 2025 the SGK Business has been deconsolidated from the financial statements and is now accounted for as part of the Company's equity-method investment in Propelis. The Company recognizes its portion of the earnings or losses for its equity-method investment in Propelis on a three-month lag to ensure consistency and timely filing of the Company's financial statements. Consequently, in fiscal 2025, the Company's portion of earnings for its equity-method investment in Propelis only includes the months of May and June 2025. See Note 8, "Investments" for further information with respect to the equity-method investment in Propelis.
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.
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.
52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (continued)
Trade Receivables and Allowance for Credit Losses:
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 credit losses 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.
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 and asset groups is determined by evaluating the estimated undiscounted net cash flows of the operations to which the assets or asset groups relate. An impairment loss would be recognized when the carrying amount of the assets or asset groups exceed the fair value, which is generally based on a discounted cash flow analysis. An asset or asset group considered held-for-sale is reported at the lower of the asset/asset group'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 25, “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 operating lease right-of-use-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 current portion of operating lease liabilities, and long-term lease liabilities are classified in operating lease 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-
53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (continued)
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.
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.
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 generally 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.
54
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, 2025 and 2024, the Company had net monetary assets related to its Turkish subsidiaries of $ 2,109 and $ 5,327 , respectively. Exchange losses related to highly inflationary accounting totaled $ 1,135 , $ 1,027 , and $ 1,360 in fiscal 2025, 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 products, 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 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 $ 16,733 , $ 15,960 and $ 15,560 for the years ended September 30, 2025, 2024 and 2023, 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.
55
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 September 2025, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) . The amendments in this ASU remove all references to prescriptive and sequential software development stages and now require entities to begin capitalizing software costs once management has authorized and committed to funding the software project, and when it is probable that the project will be completed and the software will fulfill its intended purpose. The ASU is effective for annual and interim periods beginning in fiscal year 2029. The Company is in the process of assessing the impact this ASU will have on its consolidated financial statements.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326) which provides all entities with a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The ASU is effective for annual and interim periods beginning in fiscal year 2027. The Company is in the process of assessing the impact this ASU will have on its consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) which improves financial reporting by requiring disclosure of specified information about certain costs and expenses on an annual and interim basis for all public entities, including enhanced disaggregation disclosures. The ASU is effective for annual periods for the Company beginning in fiscal year 2028, and interim periods beginning in fiscal year 2029. The Company is in the process of assessing the impact this ASU will have on its consolidated financial statements.
In December 2023, the FASB issued 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 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.
56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
3. ACCOUNTING PRONOUNCEMENTS, (continued)
Adopted
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 adoption of this ASU in the fourth quarter of fiscal 2025 did not affect the recognition, measurement, or financial statement presentation of expenses, but did result in expanded segment information disclosures, as reflected in Note 22, "Segment Information."
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 provisions of this ASU during fiscal 2024 and fiscal 2025 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, 2025, 2024 and 2023 were as follows:
North America Central and South America (1)
Europe Australia Asia Consolidated
Memorialization:
2025 $ 774,246 $ — $ 23,135 $ 12,133 $ — $ 809,514
2024 788,918 — 30,446 10,367 — 829,731
2023 799,153 — 32,745 11,099 — 842,997
Industrial Technologies:
2025 $ 136,662 $ — $ 199,254 $ — $ 6,313 $ 342,229
2024 141,395 — 284,987 — 6,774 433,156
2023 164,334 — 333,759 — 7,658 505,751
Brand Solutions:
2025 $ 159,176 $ 3,089 $ 134,688 $ 5,318 $ 43,675 $ 345,946
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
Consolidated:
2025 $ 1,070,084 $ 3,089 $ 357,077 $ 17,451 $ 49,988 $ 1,497,689
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
(1) Following the contribution of the SGK Business to Propelis in the third quarter of fiscal 2025, the Company no longer had operations in South America.
57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
4. REVENUE RECOGNITION, (continued)
Revenue recognized using the over time method accounted for approximately 14 %, 18 %, and 15 % of revenue for the years ended September 30, 2025, 2024, and 2023, respectively. As of September 30, 2025 and 2024, the Company had net contract assets for projects recognized using the over time method totaling $ 99,700 and $ 64,246 , respectively, which primarily represent unbilled revenues, net of deferred revenues related to customer deposits and progress billings. Net contract assets at September 30, 2025 and 2024 predominantly related to ongoing projects with the Company's largest energy storage customer. Unbilled revenues are generally expected to be invoiced upon the attainment of certain contractual conditions and milestones. The Company continues to perform according to the general terms and conditions of its contractual arrangements with Tesla, Inc. ("Tesla"). Customer delays within the energy storage business have impacted the timing of projects, and consequently, have resulted in invoicing delays for this business.
5. FAIR VALUE MEASUREMENTS:
Fair 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, 2025 and 2024, the fair values of the Company's assets and liabilities measured on a recurring basis were categorized as follows:
September 30, 2025
Level 1 Level 2 Level 3 Total
Assets:
Derivatives (1)
$ — $ 39 $ — $ 39
Equity and fixed income mutual funds — 859 — 859
Life insurance policies — 5,239 — 5,239
Total assets at fair value $ — $ 6,137 $ — $ 6,137
Liabilities:
Derivatives (1) (2)
$ — $ 60,918 $ — $ 60,918
Total liabilities at fair value $ — $ 60,918 $ — $ 60,918
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
(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) Derivative amounts at September 30, 2025 and 2024 reflect $ 40,186 and $ 58,432 of partial advance payments received from the counterparties to certain cross-currency swaps, respectively. 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, 2025 and 2024.
58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
6. ALLOWANCE FOR CREDIT LOSSES:
The following table summarizes the activity for the accounts receivable allowance for credit losses for the years ended September 30, 2025, 2024 and 2023.
Description Balance at Beginning of Period Charged to Expense Charged to other Accounts Deductions (1)
Balance at End of Period
September 30, 2025 $ 12,055 $ 5,151 $ — $ ( 3,725 ) $ 13,481
September 30, 2024 10,784 2,696 — ( 1,425 ) 12,055
September 30, 2023 10,138 1,625 — ( 979 ) 10,784
(1) Amounts determined not to be collectible (including direct write-offs), net of recoveries. Fiscal 2025 amounts include $ 582 related to the divestiture of the Company's interest in the SGK Business.
7. INVENTORIES:
Inventories at September 30, 2025 and 2024 consisted of the following:
2025 2024
Raw materials $ 60,585 $ 61,333
Work in process 56,397 96,488
Finished goods 85,845 80,067
$ 202,827 $ 237,888
8. INVESTMENTS:
At September 30, 2025 and 2024, non-current investments were as follows:
2025 2024
Equity and fixed income mutual funds $ 859 $ 839
Life insurance policies 5,239 5,493
Equity-method investments 214,133 349
Preferred equity investment 52,086 —
Other (primarily cost-method) investments 16,320 16,395
$ 288,637 $ 23,076
On May 1, 2025, the Company contributed its SGK Business to a newly-formed entity, Propelis, in exchange for consideration which included 40 % of the common equity of Propelis and a $ 50,000 preferred equity investment in Propelis. The Company initially recognized these investments at fair value, which totaled $ 263,000 ($ 213,000 equity-method and $ 50,000 preferred equity investment). The Company will subsequently adjust the carrying amount of its equity-method investment for its share of earnings and losses reported by the investee, distributions received, and other-than-temporary impairments. The preferred equity investment accrues paid-in-kind interest at a rate of 10 % per annum.
The Company recognizes its portion of the earnings or losses for its equity-method investment in Propelis on a three-month lag to ensure consistency and timely filing of the Company’s financial statements. Consequently, in fiscal 2025, the Company's portion of earnings for its equity-method investment in Propelis only includes the months of May and June 2025. For the year ended September 30, 2025, the Company recognized $ 1,132 of equity-method income for its equity-method investment in Propelis, which has been recorded as a component of administrative expense. Equity-method income in fiscal 2025 included $ 1,937 of income, representing the Company's portion of the investee's earnings, and $ 805 of expense, reflecting the amortization of the Company's portion of the basis difference of the amortizable assets contributed from SGS & Co. ("SGS") to Propelis. The Company also recognized $ 2,086 of paid-in-kind interest income in fiscal 2025 related to the Company's preferred equity investment in Propelis, which was included as a component of other income (deductions), net.
59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
8. INVESTMENTS, (continued)
The following table presents summarized financial information for Propelis:
June 30, 2025 (1)
(unaudited)
Current assets $ 262,475
Non-current assets 735,522
Current liabilities 176,838
Non-current liabilities 346,485
Noncontrolling interests 214,938
May 1, 2025 -
June 30, 2025 (1)
(unaudited)
Sales $ 159,648
Gross profit 40,161
Operating loss ( 1,250 )
Net income 4,843
Net income attributable to Propelis 2,906
(1) The Company recognizes its portion of the earnings or losses for its equity-method investment in Propelis on a three-month lag. The summarized financial information for Propelis has been presented for the months of May and June 2025 to coincide with the amounts reflected in the Company's consolidated financial statements.
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. The President and CEO of Liquid X is a former executive officer of the Company and a former member of Matthews' Board of Directors. 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.
9. PROPERTY, PLANT, AND EQUIPMENT:
Property, plant and equipment and the related accumulated depreciation at September 30, 2025 and 2024 were as follows:
2025 2024
Buildings $ 135,758 $ 160,036
Machinery, equipment and other 404,392 541,518
540,150 701,554
Less accumulated depreciation ( 358,499 ) ( 467,213 )
181,651 234,341
Land 11,695 18,020
Construction in progress 31,229 27,138
$ 224,575 $ 279,499
Depreciation expense, including amortization of assets under finance lease, was $ 51,677 , $ 57,747 and $ 54,462 for each of the three years ended September 30, 2025, 2024 and 2023, respectively.
60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
10. DEBT AND FINANCING ARRANGEMENTS:
Long-term debt at September 30, 2025 and 2024 consisted of the following:
2025 2024
Revolving credit facilities $ 385,007 $ 444,011
2027 Senior Secured Notes 296,110 294,751
Other borrowings 7,151 15,602
Finance lease obligations 22,564 22,103
Total debt 710,832 776,467
Less current maturities ( 7,230 ) ( 6,853 )
Long-term debt $ 703,602 $ 769,614
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 assets of the Company and certain of its domestic subsidiaries. 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 % ( 1.25 % at September 30, 2025) based on the Company's leverage ratio. The leverage ratio is defined as total indebtedness divided by EBITDA (earnings before interest, income taxes, depreciation and amortization) as defined within the domestic credit facility agreement. The Company is required to pay an annual commitment fee ranging from 0.15 % to 0.30 % (based on the Company's leverage ratio) of the unused portion of the revolving credit facility. The Company incurred debt issuance costs in connection with the amended and restated agreement. Unamortized costs were $ 3,918 and $ 4,961 at September 30, 2025 and 2024, 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, 2025 and 2024 were $ 384,233 and $ 410,527 , respectively. There were no outstanding Euro denominated borrowings on the revolving credit facility at September 30, 2025. Outstanding Euro denominated borrowings on the revolving credit facility at September 30, 2024 were € 30.0 million ($ 33,485 ). 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, 2025 and 2024 was 3.99 % and 4.59 %, respectively.
The Company has $ 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. The Company's obligations under the 2027 Senior Secured Notes are secured by a second priority lien on substantially all of the assets of the Company and certain of its domestic subsidiaries. The Company is subject to certain covenants and other restrictions including cross default provisions in connection with the 2027 Senior Secured Notes. The Company incurred direct financing fees and costs in connection with the 2027 Senior Secured Notes. Unamortized costs related to the Company’s notes were $ 3,890 and $ 5,249 at September 30, 2025 and 2024, 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 $ 75,000 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 matures in April 2027.
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
61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
10. DEBT AND FINANCING ARRANGEMENTS, (continued)
September 30, 2025 and 2024, the amount sold to the Purchasers was $ 65,600 and $ 96,300 , 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 $ 63,720 and $ 58,183 as of September 30, 2025 and 2024, respectively.
The following table sets forth a summary of receivables sold as part of the RPA:
For the Year Ended September 30,
2025 2024
Gross receivables sold
$ 281,988 $ 379,094
Cash collections reinvested
( 312,688 ) ( 384,594 )
Net cash (reinvested) received $ ( 30,700 ) $ ( 5,500 )
The Company, through its U.K. subsidiary, previously participated in a non-recourse factoring arrangement. In connection with this arrangement, the Company periodically sold trade receivables to a third-party purchaser in exchange for cash. These transfers of financial assets were recorded at the time the Company surrendered control of the assets. As these transfers qualified as true sales under the applicable accounting guidance, the receivables were de-recognized from the Company's Consolidated Balance Sheets upon transfer. As a result of the sale of the Company's interest in the SGK Business, this arrangement no longer exists for the Company at September 30, 2025. The principal amount of receivables sold under this arrangement was $ 45,813 and $ 70,236 during the fiscal year ended September 30, 2025 and 2024, 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, the amount of factored receivables that remained outstanding was $ 15,665 . See Note 23, "Acquisitions and Divestitures" for further information with respect to the sale of the Company's interest in the SGK Business.
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 $ 6,136 and $ 3,014 at September 30, 2025 and 2024, respectively. The following table summarizes the Program activities for the year ended September 30, 2025.
For the Year Ended
September 30, 2025
Outstanding Program payables at September 30, 2024
$ 3,014
Obligations added 43,579
Obligations settled ( 40,457 )
Outstanding Program payables at September 30, 2025
$ 6,136
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 € 6.0 million ($ 7,043 ). The facility also provides € 14.0 million ($ 16,433 ) for bank guarantees. This facility has no stated maturity date and is available until terminated. Outstanding borrowings under the credit facility totaled at € 659,000 ($ 774 ) at September 30, 2025. There were no outstanding borrowings under the credit facility at September 30, 2024. The weighted-average interest rate on outstanding borrowings under this facility was 4.16 % at September 30, 2025.
Other borrowings totaled $ 7,151 and $ 15,602 at September 30, 2025 and 2024, respectively. The weighted-average interest rate on these borrowings was 2.40 % and 2.66 % at September 30, 2025 and 2024, respectively.
62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
10. DEBT AND FINANCING ARRANGEMENTS, (continued)
As of September 30, 2025 and 2024, 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, 2025.
On March 11, 2025, in connection with the filing of an automatic shelf registration statement on Form S-3 pursuant to which the Company re-registered 3,000,000 shares of Class A Common Stock, the Company entered into an Equity Distribution Agreement for an At-The-Market equity offering program ("ATM Program") where the Company may issue and sell, from time to time, up to 1,250,000 shares of its Class A Common Stock under the shelf registration. The Company did not sell any shares of its Class A Common Stock under its ATM program during fiscal 2025. As of September 30, 2025, the Company had 1,250,000 shares remaining for sale under the ATM Program. The Company has no near-term intention to utilize the ATM Program.
Aggregate maturities by fiscal year of long-term debt, including other borrowings, is as follows:
2026 $ —
2027 3,004
2028 296,110
2029 384,233
2030 —
Thereafter 4,921
688,268
Finance lease obligations 22,564 (a)
$ 710,832
(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, 2025 and 2024, respectively:
Balance Sheet Classification Lease Classification 2025 2024
Non-current assets:
Property, plant and equipment, net Finance $ 31,641 $ 26,428
Operating lease right-of-use-assets Operating 51,610 60,499
Total lease assets $ 83,251 $ 86,927
Current liabilities:
Long-term debt, current maturities Finance $ 7,230 $ 5,820
Current portion of operating lease liabilities Operating 17,186 22,617
Non-current liabilities:
Long-term debt Finance 15,334 16,283
Operating lease liabilities Operating 36,099 40,073
Total lease liabilities $ 75,849 $ 84,793
63
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, 2025, 2024 and 2023, respectively:
2025 2024 2023
Finance lease cost:
Amortization of ROU assets $ 7,035 $ 5,104 $ 2,791
Interest on lease liabilities 1,159 808 248
Operating lease cost 24,371 21,463 21,546
Variable lease cost 8,518 10,960 10,601
Sublease income ( 185 ) ( 273 ) ( 89 )
Total lease cost $ 40,898 $ 38,062 $ 35,097
Supplemental information regarding the Company's leases follows:
For the Year Ended September 30,
2025 2024 2023
Cash paid for finance and operating lease liabilities:
Operating cash flows from finance leases $ 1,159 $ 824 $ 259
Operating cash flows from operating leases 26,609 28,121 27,194
Financing cash flows from finance leases 7,051 5,055 2,642
ROU assets obtained in exchange for new finance lease liabilities 7,521 17,720 4,745
ROU assets obtained in exchange for new operating lease liabilities 23,475 7,577 8,294
September 30,
2025 2024 2023
Weighted-average remaining lease term - finance leases (years) 3.21 3.75 4.47
Weighted-average remaining lease term - operating leases (years) 3.40 3.12 3.52
Weighted-discount rate - finance leases 5.27 % 5.33 % 4.48 %
Weighted-discount rate - operating leases 4.48 % 4.19 % 3.47 %
Maturities of lease obligations by fiscal year were as follows as of September 30, 2025:
Operating Leases Finance Leases
2026 $ 18,734 $ 8,086
2027 13,706 7,849
2028 10,123 4,961
2029 7,553 2,330
2030 4,182 1,200
Thereafter 4,096 134
Total future minimum lease payments 58,394 24,560
Less: Interest 5,109 1,996
Present value of lease liabilities: $ 53,285 $ 22,564
64
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, 2025 and 2024, derivative instruments were reflected on a gross-basis in the consolidated balance sheets as follows:
Derivatives: September 30, 2025 September 30, 2024
Interest Rate Swaps Cross-Currency Swaps Interest Rate Swaps Cross-Currency Swaps
Current assets:
Other current assets $ 15 $ — $ — $ —
Long-term assets:
Other non-current assets 24 — — —
Current liabilities:
Other current liabilities ( 973 ) ( 45,914 ) ( 863 ) ( 18,042 )
Long-term liabilities:
Other non-current liabilities ( 1,404 ) ( 12,627 ) ( 1,743 ) ( 48,925 )
Total derivatives (1)
$ ( 2,338 ) $ ( 58,541 ) $ ( 2,606 ) $ ( 66,967 )
(1) Cross currency swap amounts at September 30, 2025 and 2024 reflect $ 40,186 and $ 58,432 , of partial advance payments received from the counterparties to certain swap contracts, respectively (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, 2025 September 30, 2024
Notional amount $ 225,000 $ 175,000
Weighted-average maturity period (years) 2.7 3.2
Weighted-average received rate 4.13 % 4.85 %
Weighted-average pay rate 3.80 % 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. 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 $ 2,338 ($ 1,752 after tax) and a net unrealized loss of $ 2,606 ($ 1,948 after tax) at September 30, 2025 and 2024, respectively, that is included in shareholders' equity as part of accumulated other comprehensive income ("AOCI"). Unrecognized gains of $ 1,605 ($ 1,199 after tax) and $ 3,848 ($ 2,874 after tax) related to previously terminated London Interbank Offered Rate ("LIBOR") based swaps were also included in AOCI as of September 30, 2025 and 2024, respectively. Assuming market rates remain constant with the rates at September 30, 2025, a gain (net of tax) of approximately $ 115 included in AOCI is expected to be recognized in earnings over the next twelve months.
65
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 (1)
Swap Currencies Maturity Date September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
USD/EUR September 2027 $ 81,392 $ 81,392 $ ( 9,443 ) $ ( 5,440 )
USD/SEK June 2026 20,000 20,000 ( 2,571 ) ( 468 )
USD/SGD August 2026 — 20,000 — ( 441 )
USD/EUR August 2026 25,000 25,000 ( 1,689 ) ( 30 )
$ 126,392 $ 146,392 $ ( 13,703 ) (2)
$ ( 6,379 ) (2)
(1) Unrealized gains/losses are recognized in AOCI unless a portion of a hedge is ineffective. Ineffectiveness was insignificant for the year ended September 30, 2025.
(2) Total unrealized losses are presented net of tax of $ 4,652 and $ 2,156 , for the years ended September 30, 2025 and 2024, 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. Outstanding advance payment amounts totaled $ 40,186 at September 30, 2025, all of which were included in other current liabilities on the Consolidated Balance Sheet. Outstanding advance payment amounts totaled $ 58,432 at September 30, 2024, of which $ 17,416 and $ 41,016 were included in other current liabilities and other non-current liabilities on the Consolidated Balance Sheet, respectively.
During fiscal 2025, certain cross currency swaps were terminated or modified following the sale of the Company's interest in the SGK Business. The Company made payments totaling $ 37,092 in connection with the settlement or modification of these cross currency swap contracts.
The Company previously used certain foreign currency debt instruments as net investment hedges of foreign operations with a notional amount of € 30.0 million ($ 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.
Refer to Note 18, "Accumulated Other Comprehensive Income" for further details regarding amounts recorded in AOCI and the Consolidated Statements of Income (Loss) related to derivatives.
13. RESTRUCTURING:
During the fourth quarter of fiscal 2024, the Company initiated restructuring programs focused primarily on the Company's engineering and tooling operations in Europe, as well as the Company's general and administrative functions. Total estimated restructuring costs for these programs are currently expected to be approximately $ 42,000 , of which $ 39,500 relates to severance and employee termination benefits, and $ 2,500 relates to other exit and disposal activities. These restructuring activities are expected to be completed by fiscal 2026.
66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
13. RESTRUCTURING, (continued)
The following table sets forth amounts recognized by the Company in connection with its restructuring programs:
Restructuring amounts by line
item in the Statement of Income (a)
September 30,
2025 2024 (b)
Cost of sales $ 251 $ ( 32,526 )
Selling expense ( 57 ) ( 1,379 )
Administrative expense ( 1,352 ) ( 11,800 )
Income (loss) before income taxes $ ( 1,158 ) $ ( 45,705 )
(a) Positive amounts represent income and negative amounts represent expense.
(b) Includes amounts related to the restructuring programs initiated during the fourth quarter of fiscal 2024, as well as amounts related to other small initiatives completed throughout fiscal 2024.
The costs associated with the Company's restructuring programs principally relate to severance and employee termination benefits. The following table provides a summary of the severance and employee termination restructuring activities for the year ended September 30, 2025.
Severance and Employee Termination Restructuring Activities
Memorialization Industrial Technologies Brand Solutions Corporate/Non-Operating Consolidated
Liability at
September 30, 2024 $ 181 $ 35,368 $ 1,247 $ 4,226 $ 41,022
Amounts charged (credited) to expense — ( 811 ) 473 ( 37 ) ( 375 )
Net cash payments ( 162 ) ( 31,426 ) ( 553 ) ( 3,742 ) ( 35,883 )
Other adjustments (1)
( 17 ) ( 2,189 ) ( 156 ) ( 228 ) ( 2,590 )
Sale of SGK Business — — ( 1,011 ) — ( 1,011 )
Liability at
September 30, 2025 $ 2 $ 942 $ — $ 219 $ 1,163
Cumulative severance and employee termination costs incurred to date (2)
$ 181 $ 32,161 $ 1,720 $ 4,412 $ 38,474
(1) Other adjustments primarily reflects reclassifications of certain balance sheet amounts.
(2) Substantially all estimated severance and employee termination costs related to the restructuring programs have been recognized as of September 30, 2025.
The severance and employee termination liability is included in accrued compensation in the accompanying Consolidated Balance Sheets.
14. 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. On November 21, 2025, the Company announced that its Board of Directors approved the continuation of the stock repurchase program and increased the authorization for stock repurchases by an additional 5,000,000 shares during fiscal year 2025. Under the current authorization, 5,043,567 shares remain available for repurchase as of September 30, 2025.
67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
15. 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 second amendment and restatement of the 2017 Equity Incentive Plan, the maximum number of shares available for grants or awards is an aggregate of 4,950,000 (subject to adjustment upon certain events such as stock dividends or stock splits), following the second amendment and restatement of the 2017 Equity Incentive Plan at the Company's 2025 Annual Shareholder Meeting. At September 30, 2025, 1,896,757 shares have been issued under the 2017 Equity Incentive Plan. 1,518,963 time-based RSUs, 1,963,334 performance-based RSUs, and 75,000 stock options have been granted under the 2017 Equity Incentive Plan. 1,648,145 of these share-based awards are outstanding as of September 30, 2025. The 2017 Equity Incentive Plan is administered by the Compensation Committee of the Board of Directors (the "Committee"). The number of 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, 2025, 2024 and 2023, stock-based compensation cost totaled $ 23,065 , $ 18,478 and $ 17,308 , respectively. Fiscal 2025 stock-based compensation cost included $ 3,470 of accelerated expense related to the Company's divestiture of its interest in the SGK Business (see below). The associated future income tax benefit recognized was $ 5,387 , $ 4,185 and $ 3,821 for the years ended September 30, 2025, 2024 and 2023, respectively.
With respect to the grants of RSUs, 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.
In conjunction with the sale of the Company's interest in the SGK Business, outstanding RSU awards for SGK Business employees were modified to remove future service requirements and to guarantee vesting at a minimum of 100 percent of target for certain performance-based RSUs (Type III modification under ASC 718). Consequently, the outstanding RSU awards for these individuals were remeasured as of the date of the sale transaction, and any resulting additional expense or benefit was immediately recognized in the Consolidated Statements of Income.
The transactions for RSUs for the year ended September 30, 2025 were as follows:
Shares Weighted-
average
Grant-date
Fair Value
Non-vested at September 30, 2024 1,707,349 $ 33.59
Granted 671,200 25.53
Vested ( 600,664 ) 32.98
Expired or forfeited ( 129,740 ) 37.42
Non-vested at September 30, 2025 1,648,145 $ 30.22
As of September 30, 2025, the total unrecognized compensation cost related to all unvested stock-based awards was $ 13,945 which is expected to be recognized over a weighted-average period of 1.7 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 or modified during the year ended September 30, 2025.
68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
15. SHARE-BASED PAYMENTS, (continued)
Year Ended September 30, 2025
November 2024 RSU Grant - Matthews Modified November 2024 RSU Grant - SGK Business Modified November 2023 RSU Grant - SGK Business
Expected volatility 31.8 % 36.7 % 36.7 %
Dividend yield 3.4 % 3.9 % 3.9 %
Average risk-free interest rate 4.2 % 3.6 % 3.8 %
Average expected term (years) 3.0 2.5 1.5
The risk-free interest rate is based on United States Treasury yields at the date of grant or modification. The dividend yield is based on the most recent dividend payment and average stock price over the 12 months prior to the grant or modification 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, 2025 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 2025, either cash or shares of the Company's Class A Common Stock with a value equal to $ 90 . The annual retainer fee for fiscal 2025 paid to the non-employee Chairman of the Board under the Amended and Restated 2019 Director Fee Plan 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. In November 2025, the Board of Directors approved the Second Amended and Restated 2019 Director Fee Plan, which increases the maximum number of shares available for grants or awards to 550,000 shares. The Second Amended and Restated 2019 Director Fee Plan is subject to shareholder approval at the 2026 Annual Meeting of Shareholders. The value of deferred shares is recorded in other non-current liabilities. A total of 57,179 shares and share units had been deferred under the Director Fee Plans as of September 30, 2025. 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 2025. As of September 30, 2025, 439,740 restricted shares and RSUs have been granted under the Director Fee Plans, 266,511 of which were issued under the 2019 Director Fee Plan. 98,945 RSUs are unvested at September 30, 2025 under the Director Fee Plans.
69
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
16. EARNINGS PER SHARE:
The information used to compute (loss) earnings per share attributable to Matthews' common shareholders was as follows:
2025 2024 2023
Net (loss) income attributable to Matthews shareholders $ ( 24,471 ) $ ( 59,660 ) $ 39,291
Weighted-average shares outstanding (in thousands):
Basic shares 31,098 30,913 30,795
Effect of dilutive securities — — 494
Diluted shares 31,098 30,913 31,289
Dividends declared per common share $ 1.00 $ 0.96 $ 0.92
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.
17. PENSION AND OTHER POSTRETIREMENT PLANS:
The Company provides defined benefit pension and other postretirement plans to certain employees. During fiscal 2021, future benefit accruals were frozen for all participants in the Company's 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 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, 2025 and 2024, all of the Company's remaining defined benefit plans are unfunded.
70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
17. 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, 2025 and 2024:
Pension Other Postretirement
2025 2024 2025 2024
Change in benefit obligation:
Benefit obligation, beginning of year $ 14,712 $ 12,896 $ 13,378 $ 12,375
Service cost 142 125 52 55
Interest cost 493 530 608 684
Actuarial (gain) loss ( 1,503 ) 1,100 ( 1,675 ) 777
Exchange loss 763 645 — —
Benefit payments ( 573 ) ( 584 ) ( 346 ) ( 513 )
Benefit obligation, end of year (1)
14,034 14,712 12,017 13,378
Change in plan assets:
Fair value, beginning of year — — — —
Benefit payments ( 573 ) ( 584 ) ( 346 ) ( 513 )
Employer contributions 573 584 346 513
Fair value, end of year — — — —
Funded status ( 14,034 ) ( 14,712 ) ( 12,017 ) ( 13,378 )
Unrecognized actuarial gain ( 2,098 ) ( 1,453 ) ( 5,574 ) ( 4,407 )
Unrecognized prior service credit — — ( 229 ) ( 591 )
Net amount recognized $ ( 16,132 ) $ ( 16,165 ) $ ( 17,820 ) $ ( 18,376 )
Amounts recognized in the consolidated balance sheet:
Current liability $ — $ — $ ( 779 ) $ ( 872 )
Noncurrent benefit liability ( 14,034 ) ( 14,712 ) ( 11,238 ) ( 12,506 )
Accumulated other comprehensive income ( 2,098 ) ( 1,453 ) ( 5,803 ) ( 4,998 )
Net amount recognized $ ( 16,132 ) $ ( 16,165 ) $ ( 17,820 ) $ ( 18,376 )
Amounts recognized in accumulated
other comprehensive income:
Net actuarial gain $ ( 2,098 ) $ ( 1,453 ) $ ( 5,574 ) $ ( 4,407 )
Prior service credit — — ( 229 ) ( 591 )
Net amount recognized $ ( 2,098 ) $ ( 1,453 ) $ ( 5,803 ) $ ( 4,998 )
(1) Gains and losses related to changes in assumptions (e.g., discount rate, mortality, etc.), salary and other experience impacted benefit obligations.
Based upon actuarial valuations performed as of September 30, 2025 and 2024, both the accumulated benefit obligation and the projected benefit obligation for the Company's defined benefit pension plans was $ 14,034 and $ 14,712 at September 30, 2025 and 2024, respectively.
71
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
17. PENSION AND OTHER POSTRETIREMENT PLANS, (continued)
Net periodic pension and other postretirement benefit cost for the plans included the following:
Pension Other Postretirement
2025 2024 2023 2025 2024 2023
Service cost $ 142 $ 125 $ 163 $ 52 $ 55 $ 76
Interest cost * 493 530 497 608 684 644
Amortization:
Prior service cost (credit) — — — ( 362 ) ( 364 ) ( 364 )
Net actuarial (gain) loss * ( 41 ) ( 53 ) ( 64 ) ( 510 ) ( 722 ) ( 708 )
Settlement* — — 1,271 — — —
Net benefit cost $ 594 $ 602 $ 1,867 $ ( 212 ) $ ( 347 ) $ ( 352 )
* 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 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 2025, 2024 and 2023. The weighted-average assumptions for those plans were:
Pension
Other Postretirement
2025 2024 2023 2025 2024 2023
Discount rate 4.04 % 3.51 % 4.13 % 5.39 % 4.99 % 5.86 %
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 2025, 2024 and 2023, 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.
72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
17. PENSION AND OTHER POSTRETIREMENT PLANS, (continued)
Benefit payments expected to be paid are as follows:
Years ending September 30: Pension Benefits Other Postretirement Benefits
2026 $ 635 $ 872
2027 652 886
2028 671 887
2029 698 894
2030 720 894
2031-2035 3,866 4,303
$ 7,242 $ 8,736
For measurement purposes, a rate of increase of 8.0 % in the per capita cost of health care benefits was assumed for 2026; the rate was assumed to decrease gradually to 4.0 % for 2071 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 $ 11,127 , $ 13,032 , and $ 13,297 for the fiscal years ended September 30, 2025, 2024 and 2023, 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. There was no expense associated with this plan for the fiscal year ended September 30, 2025. 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.
73
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
18. ACCUMULATED OTHER COMPREHENSIVE INCOME:
The changes in AOCI by component, net of tax, for the years ended September 30, 2025, 2024, and 2023 were as follows:
Postretirement Benefit Plans Currency Translation Adjustment Cash Flow Hedges Total
Attributable to Matthews:
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 ) ( 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 ) ( 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 )
OCI before reclassification 3,267
( 9,095 )
( 505 )
( 6,333 )
Amounts reclassified from AOCI ( 682 ) (a)
98,721 ( 974 ) (b)
97,065
Net current-period OCI 2,585
89,626
( 1,479 ) 90,732
Balance, September 30, 2025 $ 7,540 $ ( 84,997 )
$ ( 553 ) $ ( 78,010 )
Attributable to noncontrolling interest:
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
OCI before reclassification — — — —
Net current-period OCI — — — —
Balance, September 30, 2025 $ — $ 289 $ — $ 289
(a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 17).
(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, 2025 and 2024 consisted of the following:
2025 2024
Cumulative foreign currency translation $ ( 84,997 ) $ ( 174,623 )
Fair value of cash flow hedges, net of tax of $ 180 and $ 316 , respectively
( 553 ) 926
Minimum pension liabilities, net of tax of $ 361 and $ 1,496 , respectively
7,540 4,955
$ ( 78,010 ) $ ( 168,742 )
74
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
18. ACCUMULATED OTHER COMPREHENSIVE INCOME, (continued)
Reclassifications out of AOCI for the years ended September 30, 2025, 2024 and 2023 were as follows:
Details about AOCI Components
September 30, 2025 September 30, 2024 September 30, 2023 Affected line item in the Statement of Income
Postretirement benefit plans
Prior service (cost) credit (a)
$ 362 $ 364 $ 364
Actuarial gains (losses) 551 775 772 Other income (deductions), net
Settlement losses — — ( 1,271 ) Other income (deductions), net
913 1,139 ( 135 ) Income (loss) before income taxes (b)
( 231 ) ( 289 ) 33 Income tax (provision) benefit
$ 682 $ 850 $ ( 102 ) Net (loss) income
Derivatives
Cash flow hedges $ 1,302 $ 2,679 $ 2,626 Interest expense
Net investment hedges 1,076 816 1,159 Interest expense
2,378 3,495 3,785 Income (loss) before income taxes (b)
( 600 ) ( 884 ) ( 959 ) Income tax (provision) benefit
$ 1,778 $ 2,611 $ 2,826 Net (loss) income
Other
Sale of SGK Business $ ( 92,681 ) $ — $ — Gain on sale of SGK Business
Other divestitures ( 6,844 ) — — Other current liabilities (c)
(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 17.
(b) For pre-tax items, positive amounts represent income and negative amounts represent expense.
(c) Reflects the release of a reserve that was established for currency transaction amounts related to certain net assets classified as held-for-sale as of September 30, 2024. See Note 23 "Acquisitions and Divestitures."
19. INCOME TAXES:
The income tax provision (benefit) consisted of the following:
2025 2024 2023
Current:
Federal $ 2,800 $ 2,897 $ 13,967
State 2,927 1,849 4,381
Foreign 11,813 10,480 5,052
17,540 15,226 23,400
Deferred:
Federal 11,728 ( 15,507 ) ( 14,466 )
State 1,807 ( 2,372 ) ( 1,887 )
Foreign 9,605 ( 7,344 ) ( 5,273 )
23,140 ( 25,223 ) ( 21,626 )
Total $ 40,680 $ ( 9,997 ) $ 1,774
75
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
19. INCOME TAXES, (continued)
The reconciliation of the federal statutory tax rate to the consolidated effective tax rate was as follows:
2025 2024 2023
Federal statutory tax rate 21.0 % 21.0 % 21.0 %
Effect of state income taxes, net of federal deduction 25.4 % 1.3 % 3.8 %
Foreign statutory taxes compared to federal statutory rate ( 23.6 ) % 19.6 % ( 0.7 ) %
Share-based compensation 13.8 % ( 0.7 ) % 3.6 %
Tax credits (net of withholding taxes) ( 8.5 ) % 3.6 % ( 7.0 ) %
Goodwill write-down — % ( 4.9 ) % — %
Nontaxable income ( 2.0 ) % 5.0 % ( 7.5 ) %
Nondeductible held-for-sale asset write-downs 10.3 % ( 4.0 ) % — %
Change in realizability of foreign deferred tax assets 43.8 % ( 30.7 ) % ( 9.5 ) %
Sale of SGK Business 157.5 % — % — %
Pillar Two top-up tax 5.3 % — % — %
Sale of foreign assets 8.6 % — % — %
Other
( 0.8 ) % 4.2 % 0.6 %
Effective tax rate 250.8 % 14.4 % 4.3 %
The Company's consolidated income taxes for the year ended September 30, 2025 were an expense of $ 40,680 , compared to a benefit of $ 9,997 for fiscal 2024, and an expense of $ 1,774 for fiscal 2023. The difference between the Company's consolidated income taxes for fiscal 2025 compared to fiscal 2024 partially resulted from the Company's fiscal 2025 pre-tax consolidated income position compared to a pre-tax consolidated loss for fiscal 2024. The fiscal 2025 tax rate included charges related to changes in the realizability of certain 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 2025 consolidated income before income taxes also reflected impacts related to the divestiture of the Company's interest in the SGK Business, the write down of certain net assets held-for-sale that were non-deductible for tax purposes, tax associated with the sale of certain foreign assets not offset by losses, and top-up tax related to the OECD Pillar Two global minimum tax. Additionally, the fiscal 2025 tax rate benefited from research and development and foreign tax credits. The fiscal 2024 effective tax rate benefited from research and development and foreign tax credits, and changes in realizability of certain foreign deferred tax assets due to the utilization of foreign tax net operating losses with a valuation allowance. The fiscal 2024 effective tax rate was negatively impacted by share-based compensation.
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 certain 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 certain 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.
On a combined basis, the Company's foreign subsidiaries had income before income taxes for the year ended September 30, 2025 of approximately $ 30,212 , losses before income taxes for the year ended September 30, 2024 of approximately $ 39,069 and income before income taxes for the year ended September 30, 2023 of approximately $ 43,090 . At September 30, 2025, undistributed earnings of foreign subsidiaries for which deferred income taxes have not been provided approximated $ 166,683 . 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.
76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
19. INCOME TAXES, (continued)
The components of deferred tax assets and liabilities at September 30, 2025 and 2024 are as follows:
2025 2024
Deferred tax assets:
Pension and postretirement benefits $ 5,953 $ 6,405
Accruals and reserves not currently deductible 16,734 16,992
Income tax credit carryforward 5,671 5,563
Operating and capital loss carryforwards 91,119 83,234
Stock options 8,701 8,266
Research and development capitalization 16,557 18,299
Operating lease liability 13,369 15,833
Interest carryforward 15,257 10,796
Other 9,420 6,078
Total deferred tax assets 182,781 171,466
Valuation allowances ( 66,632 ) ( 45,462 )
Net deferred tax assets 116,149 126,004
Deferred tax liabilities:
Depreciation ( 21,130 ) ( 25,724 )
Goodwill and intangible assets ( 74,471 ) ( 95,828 )
Revenue recognized over time ( 32,359 ) ( 27,467 )
Operating lease right-of-use assets ( 12,949 ) ( 15,282 )
Investment in Propelis ( 24,320 ) —
Other ( 452 ) ( 843 )
Total deferred tax liabilities ( 165,681 ) ( 165,144 )
Net deferred tax liability $ ( 49,532 ) $ ( 39,140 )
At September 30, 2025, the Company had foreign net operating loss carryforwards of $ 433,770 . 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 $ 66,632 at September 30, 2025. The Company has recorded deferred tax assets of $ 3,977 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:
2025 2024 2023
Balance, beginning of year $ 4,506 $ 3,779 $ 4,123
Increases for tax positions of prior years 65 378 100
Decreases for tax positions of prior years ( 2,648 ) — —
Increases based on tax positions related to the current year 1,340 1,044 769
Decreases due to lapse of statute of limitation ( 291 ) ( 695 ) ( 1,213 )
Balance, end of year $ 2,972 $ 4,506 $ 3,779
The Company had unrecognized tax benefits of $ 2,972 at September 30, 2025, which would impact the annual effective tax rate. It is reasonably possible that the amount of unrecognized tax benefits could decrease by approximately $ 366 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.
77
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
19. 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 $ 241 and $ 588 at September 30, 2025 and 2024, respectively. These accruals may potentially be applicable in the event of an unfavorable outcome of uncertain tax positions.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The provisions of the legislation that were effective for fiscal 2025 did not have a material impact on the Company's fiscal 2025 income tax expense. The Company is currently assessing the impact of the provisions of the OBBBA that are effective in future years on its future consolidated financial statements.
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, 2025, the tax years that remain subject to examination by major jurisdiction generally are:
United States - Federal 2019, 2020, 2022 and forward
United States - State 2021 and forward
Canada 2021 and forward
Germany 2020 and forward
United Kingdom 2023 and forward
Australia 2021 and forward
Singapore 2021 and forward
20. 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 2025 and 2027. 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 2026 and 2029. 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, 2025 was $ 8,289 .
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 proceedings.
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 the California Uniform Trade Secrets Act (the "CUTSA"), breach of contract and unfair business practices. Given the Court’s favorable ruling, the matter filed by Tesla has been effectively stayed pending arbitration, which Tesla has initiated. The Company maintains the claims vaguely stated in the complaint are without merit and continues to vigorously defend itself against the allegations in confidential arbitration.
78
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
20. COMMITMENTS AND CONTINGENT LIABILITIES, (continued)
In addition, on February 13, 2025, Tesla filed another additional complaint against the Company in the United States District Court for the Northern District of California alleging, in part, claims related to correction of inventorship, breach of contract, promissory estoppel and quasi-contract/restitution arising from and/or related to various U.S. patents and provisional patents, including but not limited to U.S. Patent No. 12,136,727. Similar to the prior matter, this case has also recently been compelled to confidential arbitration by the United States District Court for the Northern District of California. The Company maintains the claims are without merit and intends to vigorously defend itself against the allegations in the confidential arbitration.
The Company is also defending a separate new confidential arbitration demand, initiated by Tesla on September 8, 2025, which alleges claims for breach of express warranty, declaratory relief, and breach of contract. The arbitration demand seeks declaratory relief and actual damages, plus interest and costs. An estimate of the possible loss or range of loss related to the foregoing matters cannot be made at this time given the continued lack of specificity in the pending proceedings and/or the applicable pleadings. In light of the substantial harm caused to the Company by Tesla's actions, the Company is now pursuing counterclaims against Tesla.
Finally, in October 2025, the Company finalized a confidential settlement agreement resolving claims of alleged copyright infringement arising from a legacy licensing arrangement within the Company's Memorialization segment. The settlement amount of $ 8,000 was accrued and recognized as a component of administrative expense for the period ended September 30, 2025. The Company denies fault or wrongdoing in the matter arising from this licensing dispute.
21. SUPPLEMENTAL CASH FLOW INFORMATION:
Changes in working capital items as presented in the Consolidated Statements of Cash Flows consisted of the following:
2025 2024 2023
Current assets:
Accounts receivable $ 6,010 $ 5,621 $ 26,457
Inventories 11,689 27,019 ( 23,990 )
Contract assets ( 25,806 ) ( 15,304 ) ( 23,465 )
Other current assets 18,153 8,483 ( 3,259 )
10,046 25,819 ( 24,257 )
Current liabilities:
Trade accounts payable 2,963 ( 6,492 ) ( 9,215 )
Accrued compensation ( 43,119 ) 27,597 ( 648 )
Accrued income taxes ( 7,405 ) ( 4,834 ) 3,343
Accrued rebates ( 2,379 ) 144 296
Contract liabilities ( 20,663 ) ( 9,426 ) 4,971
Other current liabilities 15,163 ( 18,112 ) ( 9,993 )
( 55,440 ) ( 11,123 ) ( 11,246 )
Net change $ ( 45,394 ) $ 14,696 $ ( 35,503 )
22. SEGMENT INFORMATION:
The Company manages its businesses under three reportable segments: Memorialization, Industrial Technologies and 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 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. On May 1, 2025, the
79
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
22. SEGMENT INFORMATION, (continued)
Company contributed its SGK Business to a newly-formed entity, Propelis, in exchange for a 40 % ownership interest in Propelis and other consideration. Propelis is a leading global provider of brand solutions. Following the completion of this transaction, the Company's Brand Solutions segment consists of its cylinders business, and its 40 % ownership interest in Propelis. Activity prior to May 1, 2025 for the SGK Business is included within the consolidated financial statements of the Company. As of May 1, 2025 the SGK Business has been deconsolidated from the financial statements and is now accounted for as part of the Company's equity-method investment in Propelis. See Notes 8, "Investments" and 23, "Acquisitions and Divestitures" for further information with respect to the Company's sale of its interest in the SGK Business.
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, gains and losses on divestitures, 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”), identified as the Company’s President and Chief Executive Officer, evaluates the results of operations and makes strategic and resource allocation decisions about the business. For these reasons, the Company believes that adjusted EBITDA represents the most relevant measure of segment profit and loss.
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. Long-lived assets include property, plant and equipment (net of accumulated depreciation), goodwill, and other intangible assets (net of accumulated amortization).
The following tables present sales and significant expense categories that align with the segment-level information that is regularly provided to the CODM. Information about the Company’s reportable segments follows:
Year Ended September 30, 2025
Memorialization Industrial Technologies Brand Solutions (1)
Reportable Segments Total
Sales $ 809,514 $ 342,229 $ 345,946 $ 1,497,689
Cost of sales (2)
( 452,991 ) ( 231,166 ) ( 257,886 ) ( 942,043 )
Gross profit (2)
356,523 111,063 88,060 555,646
Selling expense (2)
( 83,037 ) ( 29,957 ) ( 2,770 ) ( 115,764 )
Administrative expense (2)
( 103,960 ) ( 53,170 ) ( 51,338 ) ( 208,468 )
Other segment items (3)
— — 6,359 6,359
Adjusted EBITDA $ 169,526 $ 27,936 $ 40,311 $ 237,773
Intersegment sales $ — $ 2,319 $ 433 $ 2,752
Depreciation and amortization 30,332 21,870 16,949 69,151
Total assets 885,386 448,195 327,241 1,660,822
Capital expenditures 16,468 12,185 7,031 35,684
80
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
22. SEGMENT INFORMATION, (continued)
Year Ended September 30, 2024
Memorialization Industrial Technologies Brand Solutions Reportable Segments Total
Sales $ 829,731 $ 433,156 $ 532,850 $ 1,795,737
Cost of sales (2)
( 490,456 ) ( 303,367 ) ( 388,641 ) ( 1,182,464 )
Gross profit (2)
339,275 129,789 144,209 613,273
Selling expense (2)
( 76,903 ) ( 30,578 ) ( 31,717 ) ( 139,198 )
Administrative expense (2)
( 99,786 ) ( 59,495 ) ( 50,872 ) ( 210,153 )
Adjusted EBITDA $ 162,586 $ 39,716 $ 61,620 $ 263,922
Intersegment sales $ — $ 1,367 $ 3,707 $ 5,074
Depreciation and amortization 27,768 23,772 38,667 90,207
Total assets 790,098 460,650 532,178 1,782,926
Capital expenditures 13,749 17,757 12,520 44,026
Year Ended September 30, 2023
Memorialization Industrial Technologies Brand Solutions Reportable Segments Total
Sales $ 842,997 $ 505,751 $ 532,148 $ 1,880,896
Cost of sales (2)
( 504,725 ) ( 349,673 ) ( 393,380 ) ( 1,247,778 )
Gross profit (2)
338,272 156,078 138,768 633,118
Selling expense (2)
( 75,301 ) ( 29,800 ) ( 32,217 ) ( 137,318 )
Administrative expense (2)
( 98,985 ) ( 60,000 ) ( 49,423 ) ( 208,408 )
Adjusted EBITDA $ 163,986 $ 66,278 $ 57,128 $ 287,392
Intersegment sales $ — $ 1,829 $ 1,073 $ 2,902
Depreciation and amortization 23,738 23,184 44,842 91,764
Total assets 794,129 482,444 572,601 1,849,174
Capital expenditures 16,868 16,253 14,589 47,710
(1) Amounts do not include revenue recognized by, costs and expenses attributable to, or assets owned by Propelis, since Propelis is a non-consolidated subsidiary accounted for under the equity-method. (see Note 8, "Investments" for further information).
(2) Amounts do not include certain non-cash and/or non-recurring items that do not contribute directly to management's evaluation of its operating results (as described further in the reconciliation of adjusted EBITDA in the table below) and also exclude depreciation, amortization and stock-based compensation expense.
(3) Fiscal 2025 includes the Company's portion of depreciation, intangible amortization, interest expense, and other items incurred by Propelis (see Note 8, "Investments" for further information with respect to the equity-method investment in Propelis).
81
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
22. SEGMENT INFORMATION, (continued)
A reconciliation of adjusted EBITDA to net income follows:
2025 2024 2023
Reportable Segments Adjusted EBITDA $ 237,773 $ 263,922 $ 287,392
Corporate and Non-Operating ( 50,265 ) ( 58,765 ) ( 61,583 )
Acquisition and divestiture related items (1)**
( 9,271 ) ( 5,576 ) ( 5,293 )
Strategic initiatives and other charges (2)**†
( 39,586 ) ( 65,586 ) ( 13,923 )
Gain on sale of SGK Business 55,139 — —
Highly inflationary accounting losses (primarily non-cash) (3)
( 1,135 ) ( 1,027 ) ( 1,360 )
Goodwill and asset write-downs (4)
( 7,911 ) ( 33,574 ) —
Stock-based compensation ( 23,065 ) ( 18,478 ) ( 17,308 )
Non-service pension and postretirement expense (5)
( 550 ) ( 439 ) ( 1,640 )
Depreciation and amortization *
( 71,746 ) ( 94,770 ) ( 96,530 )
Interest expense, including RPA and factoring financing fees (6)
( 66,815 ) ( 55,364 ) ( 48,690 )
Propelis depreciation, amortization, interest and other items (7)
( 6,359 ) — —
Net loss attributable to noncontrolling interests — — ( 155 )
Income (loss) before income taxes 16,209 ( 69,657 ) 40,910
Income tax (provision) benefit ( 40,680 ) 9,997 ( 1,774 )
Net (loss) income $ ( 24,471 ) $ ( 59,660 ) $ 39,136
(1) Includes certain non-recurring items associated with recent acquisition and divestiture activities, and also includes a loss of $ 2,072 for the fiscal year ended September 30, 2025 related to the divestiture of a business in the Industrial Technologies segment (See Note 23, "Acquisitions and Divestitures). Fiscal 2023 includes a gain of $ 1,827 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. Also includes legal costs related to an ongoing dispute with Tesla, which totaled $ 22,166 and $ 12,399 for the fiscal years ended September 30, 2025 and 2024, respectively (See Note 20, "Commitments and Contingent Liabilities"). Fiscal 2025 includes costs related to the Company's 2025 contested proxy which totaled $ 5,109 . Fiscal 2025 includes $ 8,000 of expense related to the settlement of a contractual licensing matter within the Memorialization segment (See Note 20, "Commitments and Contingent Liabilities"). Fiscal 2025 includes net gains on the sales of certain significant property and other assets of $ 3,556 . Fiscal 2025 and 2023 include loss recoveries totaling $ 1,708 and $ 2,154 , respectively, which were related to a previously disclosed theft of funds by a former employee initially identified in fiscal 2015.
(3) Represents exchange losses associated with highly inflationary accounting related to the Company's Turkish subsidiaries.
(4) Fiscal 2025 includes asset write-downs within the Brand Solutions segment of $ 7,911 (see Note 25, "Asset Write-Downs"). Fiscal 2024 includes goodwill write-downs within the Industrial Technologies segment of $ 16,727 (see Note 24, "Goodwill and Other Intangible Assets"), asset write-downs within the Memorialization segment of $ 13,716 (see Note 25, "Asset Write-Downs"), and investment write-downs within Corporate and Non-operating of $ 3,131 (see Note 8, "Investments").
(5) 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.
(6) Includes fees for receivables sold under the RPA and factoring arrangements totaling $ 3,920 , $ 4,830 and $ 4,042 for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.
(7) Represents the Company's portion of depreciation, intangible amortization, interest expense, and other items incurred by Propelis (see Note 8, "Investments" for further information with respect to the equity-method investment in Propelis).
* Depreciation and amortization was $ 30,332 , $ 27,768 , and $ 23,738 for the Memorialization segment, $ 21,870 , $ 23,772 , and $ 23,184 for the Industrial Technologies segment, $ 16,949 , $ 38,667 , and $ 44,842 for the Brand Solutions segment, and $ 2,595 , $ 4,563 , and $ 4,766 for Corporate and Non-Operating, for the fiscal years ended September 30, 2025, 2024, and 2023, respectively.
** Acquisition and divestiture costs, ERP integration costs, and strategic initiatives and other charges were $ 13,876 , $ 3,514 , and $ 1,002 for the Memorialization segment, $ 27,868 , $ 54,357 , and $ 4,108 for the Industrial Technologies segment, $ 4,024 , $ 3,001 , and $ 10,905 for the Brand Solutions segment, and $ 3,089 , $ 10,290 , and $ 3,201 for Corporate and Non-Operating, for the fiscal years ended September 30, 2025, 2024, and 2023, respectively.
† Strategic initiatives and other charges includes charges for exit and disposal activities (including severance and other employee termination benefits) totaling $ 1,158 , $ 45,705 and $ 13,210 in fiscal years 2025, 2024 and 2023, respectively. Refer to Note 13, "Restructuring" for further details.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
22. 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:
2025 $ 1,070,084 $ 3,089 $ 357,077 $ 17,451 $ 49,988 $ 1,497,689
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
Long-lived assets:
2025 692,024 2,229 108,878 5,415 9,548 818,094
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
23. ACQUISITIONS AND DIVESTITURES:
Fiscal 2025:
In May 2025, the Company acquired The Dodge Company ("Dodge") within the Memorialization segment for a purchase price of $ 55,624 (net of cash acquired). Dodge is a leading supplier of embalming chemicals and supplies in North America and sells a variety of other related products to Funeral Homes. Annual sales for this business were approximately $ 43,000 prior to the acquisition. The preliminary purchase price allocation was not finalized as of September 30, 2025 and remains subject to change as the Company obtains additional information related to working capital and other intangibles assets.
On May 1, 2025, the Company contributed its SGK Business to a newly-formed entity, Propelis, in exchange for 40 % of the common equity of Propelis, a $ 50,000 preferred equity investment in Propelis, and cash proceeds of $ 228,004 (net of $ 22,996 of divested cash). The Company retained its European cylinders (packaging) business and other related investments following the completion of this transaction. The Company recognized a gain on sale of the SGK Business totaling $ 55,139 ($ 6,158 after-tax) during fiscal 2025.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
23. ACQUISITIONS AND DIVESTITURES, (continued)
The following table summarizes the carrying values of the SGK Business assets and liabilities divested on May 1, 2025.
May 1, 2025
Assets:
Cash and cash equivalents $ 22,996
Accounts receivable, net 72,146
Inventories, net 31,236
Property, plant and equipment, net 40,425
Operating lease right-of-use assets 18,334
Goodwill 223,719
Other intangible assets, net 23,672
Other current and non-current assets 18,614
Total assets 451,142
Liabilities:
Current portion of operating lease liabilities 7,478
Trade accounts payable 14,805
Accrued compensation 12,258
Long-term debt 5,817
Operating lease liabilities 11,619
Deferred income taxes 16,837
Other current and non-current liabilities 27,384
Total liabilities 96,198
Net assets $ 354,944
Income before income taxes for the divested SGK Business totaled $ 12,647 , $ 6,526 , and $ 12,238 for the years ended September 30, 2025, 2024 and 2023, respectively.
In March 2025, the Company completed a small divestiture within the Industrial Technologies segment. Net proceeds from the divestiture totaled $ 2,049 , and the transaction resulted in a pre-tax loss of $ 2,072 , which was recorded as a component of administrative expense for the year ended September 30, 2025.
In October 2024, the Company completed a small acquisition within the Memorialization segment for a purchase price of $ 2,218 . The Company finalized the allocation of the purchase price in the fourth quarter of fiscal 2025, resulting in no significant adjustments.
During the first quarter of fiscal 2025, the Company completed a small divestiture within the Memorialization segment. The net assets for this business were fully written-down in fiscal 2024 in anticipation of the disposal transaction.
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
23. ACQUISITIONS AND DIVESTITURES, (continued)
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 was paid to the seller two years after 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 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.
24. GOODWILL AND OTHER INTANGIBLE ASSETS:
Changes to goodwill during the years ended September 30, 2025 and 2024, follow.
Memorialization Industrial Technologies Brand Solutions Consolidated
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
Additions during period 14,606 — — 14,606
Translation and other adjustments ( 213 ) 479 ( 6,385 ) ( 6,119 )
Sale of SGK Business — — ( 218,049 ) ( 218,049 )
Net goodwill at September 30, 2025 $ 387,537 $ 100,024 $ — $ 487,561
The net goodwill balances at September 30, 2025 and 2024 included $ 45,673 and $ 277,913 of accumulated impairment losses, respectively. Accumulated impairment losses at September 30, 2025 were $ 5,000 and $ 40,673 for the Memorialization and Industrial Technologies segments, respectively. Accumulated impairment losses at September 30, 2024 were $ 5,000 , $ 40,673 , and $ 232,240 for the Memorialization, Industrial Technologies and Brand Solutions segments, respectively.
Fiscal 2025:
In fiscal 2025, the additions reflect the acquisitions of The Dodge Company and another small business within the Memorialization segment.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
24. GOODWILL AND OTHER INTANGIBLE ASSETS, (continued)
The Company performed its annual quantitative impairment review of goodwill and indefinite-lived intangible assets in the second quarter of fiscal 2025 (January 1, 2025) and determined that the estimated fair values for all goodwill reporting units and indefinite-lived intangible assets exceeded their carrying values, and, therefore, no impairment charges were necessary at such time.
Fiscal 2024:
In fiscal 2024, the additions reflect the acquisition of a small business within the Memorialization segment.
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 Brand Solutions segment.
The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of September 30, 2025 and 2024, respectively.
Carrying
Amount Accumulated
Amortization Net
September 30, 2025
Indefinite-lived trade names $ 30,540 $ — $ 30,540
Definite-lived trade names 31,673 ( 22,393 ) 9,280
Customer relationships 165,477 ( 105,876 ) 59,601
Copyrights/patents/other 20,776 ( 14,239 ) 6,537
$ 248,466 $ ( 142,508 ) $ 105,958
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
The net change in intangible assets during fiscal 2025 primarily reflected the sale of the Company's interest in the SGK Business, additions related to the Dodge acquisition, the impact of foreign currency fluctuations during the period, and additional amortization.
Amortization expense on intangible assets was $ 20,069 , $ 37,023 , and $ 42,068 in fiscal 2025, 2024 and 2023, respectively. The fiscal 2025 decrease in intangible amortization reflected certain intangible assets reaching the end of their amortizable lives, and lower amortization following the Company's divestiture of its interest in the SGK Business. Fiscal year amortization expense is estimated to be approximately $ 9,497 in 2026, $ 8,597 in 2027, $ 6,702 in 2028, $ 5,782 in 2029 and $ 5,314 in 2030.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollar amounts in thousands, except per share data)
25. ASSET WRITE-DOWNS:
During the fourth quarter of fiscal 2025, the Company recognized a non-cash impairment charge of $ 7,911 for the write-down of certain net assets held-for-sale within the Brand Solutions segment. The held-for-sale adjustment included a $ 3,096 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, 2025.
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.
26. RELATED PARTY TRANSACTIONS:
In connection with the sale of the Company's interest in the SGK Business, the Company has agreed to provide certain administrative services for Propelis under a Transitional Services Agreement (the “TSA”). The services provided under the TSA include ERP system access and related information technology support; tax, treasury and accounting support; transactional processing such as, invoicing, collections, cash application, purchasing, payroll and payment processing; and certain other services. The Company receives an administrative support fee from Propelis for providing these ongoing services. Such administrative support fees are intended to approximate the underlying cost of providing such services for Propelis. During fiscal 2025, the Company recognized $ 4,107 of administrative support fees under the TSA, which were included as a component of administrative expense. Sales to and purchases from Propelis were immaterial for the fiscal year ended September 30, 2025. As of September 30, 2025, amounts due to Matthews from Propelis totaled $ 3,971 , which reflected outstanding administrative fees, and net transactional amounts pending settlement under the TSA. Such amounts were included as a component of accounts receivable.
27. SUBSEQUENT EVENT:
On November 12, 2025, subsequent to the date of the balance sheet, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) for the sale of its Warehouse Automation business to Duravant LLC, a global leader in engineered equipment and automation solutions. The Warehouse Automation business is part of the Company’s Industrial Technologies segment. Under the terms of the Purchase Agreement, at the closing of the proposed transaction, the Company will receive total consideration of $ 230,000 , representing cash consideration of $ 223,300 plus the assumption of certain liabilities related to the Warehouse Automation business, subject to adjustment based on a number of factors, including, but not limited to, indemnification obligations and the final determination (in accordance with the Purchase Agreement) of the total adjusted consideration (based on an agreed enterprise value of $ 230,000 , plus cash, less debt and transaction expenses and subject to a customary net working capital adjustment measured against a target amount). The proposed transaction is expected to be completed in fiscal 2026, subject to customary closing conditions, including regulatory approvals. The foregoing summary of the Purchase Agreement is incomplete and is qualified in its entirety to the complete text of the Purchase Agreement, which was filed as Exhibit 2.1 to that Current Report on Form 8-K with the SEC on November 13, 2025.
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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 Credit Losses:
Fiscal Year Ended:
September 30, 2025 $ 12,055 $ 5,151 $ — $ ( 3,725 ) $ 13,481
September 30, 2024 10,784 2,696 — ( 1,425 ) 12,055
September 30, 2023 10,138 1,625 — ( 979 ) 10,784
(1) Amounts determined not to be collectible (including direct write-offs), net of recoveries. Fiscal 2025 amounts include $ 582 related to the divestiture of the Company's interest in the SGK Business.
Description Balance at Beginning of Period Provision Charged (Credited) To Expense (1, 2)
Allowance Changes Other Additions (Deductions) (3,4)
Balance at End of Period
(Dollar amounts in thousands)
Deferred Tax Asset Valuation Allowance:
Fiscal Year Ended:
September 30, 2025 $ 45,462 $ 18,944 $ — $ 2,226 $ 66,632
September 30, 2024 22,506 24,152 — ( 1,196 ) 45,462
September 30, 2023 27,552 ( 4,709 ) — ( 337 ) 22,506
(1) Amounts relate primarily to adjustments in net operating loss carryforwards which are precluded from use.
(2) Fiscal 2025 amount is comprised of a $ 2,852 benefit related to the release of a valuation allowance, an $ 11,840 expense related to the divestiture of the Company's interest in the SGK Business, and a $ 9,955 expense primarily related to adjustments in net operating loss carryforwards which are precluded from use. 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.
(3) Fiscal 2025 amount primarily consists of foreign exchange and the impacts from the Company's divestiture of its interest in the SGK Business. 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.
(4) Fiscal 2023 consists principally of adjustments related to foreign exchange.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.