3 unchanged sentences
(Dollar amounts in thousands)
−Removed: December 31, 2024 September 30, 2024
+Added: March 31, 2025 September 30, 2024
Current assets:
4 unchanged sentences
Other current assets 53,702 54,886
+Added: Current assets held-for-sale 124,562 —
Total current assets 654,413 632,543
5 unchanged sentences
Other intangible assets, net 86,775 126,026
−Removed: Other assets 9,982 9,576
+Added: Other non-current assets 6,739 9,576
+Added: Non-current assets held-for-sale 303,448 —
Total assets $ 1,827,243 $ 1,834,890
+Added: The accompanying notes are an integral part of these consolidated financial statements.
+Added: MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
+Added: CONSOLIDATED BALANCE SHEETS (Unaudited), continued
+Added: (Dollar amounts in thousands)
+Added: March 31, 2025 September 30, 2024
+Added: LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
7 unchanged sentences
Other current liabilities 135,526 148,151
+Added: Current liabilities held-for-sale 70,393 —
Total current liabilities 411,279 434,775
2 unchanged sentences
Deferred income taxes 29,841 45,688
−Removed: Other liabilities 92,233 107,534
+Added: Other non-current liabilities 95,634 107,534
+Added: Non-current liabilities held-for-sale 31,971 —
Total liabilities 1,419,003 1,397,684
15 unchanged sentences
Three Months Ended
+Added: March 31, Six Months Ended
+Added: 2025 2024 2025 2024
Sales $ 427,629 $ 471,223 $ 829,471 $ 921,209
7 unchanged sentences
Other income (deductions), net ( 1,727 ) ( 878 ) 2,451 ( 1,758 )
−Removed: Loss before income taxes ( 5,830 ) ( 3,029 )
+Added: (Loss) income before income taxes ( 11,644 ) 7,905 ( 17,474 ) 4,876
Income tax benefit 2,728 1,122 5,086 1,848
−Removed: Net loss ( 3,472 ) ( 2,303 )
+Added: Net (loss) income ( 8,916 ) 9,027 ( 12,388 ) 6,724
Net loss attributable to noncontrolling interests — — — —
−Removed: Net loss attributable to Matthews shareholders $ ( 3,472 ) $ ( 2,303 )
−Removed: Loss per share attributable to Matthews shareholders:
+Added: Net (loss) income attributable to Matthews shareholders $ ( 8,916 ) $ 9,027 $ ( 12,388 ) $ 6,724
+Added: (Loss) earnings per share attributable to Matthews shareholders:
Basic $ ( 0.29 ) $ 0.29 $ ( 0.40 ) $ 0.22
4 unchanged sentences
(Dollar amounts in thousands)
−Removed: Three Months Ended December 31,
+Added: Three Months Ended March 31,
Matthews Noncontrolling Interest Total
2025 2024 2025 2024 2025 2024
+Added: Net (loss) income:
$ ( 8,916 ) $ 9,027 $ — $ — $ ( 8,916 ) $ 9,027
−Removed: Other Comprehensive Income ("OCI"), net of tax:
+Added: Other comprehensive income (loss) ("OCI"), net of tax:
Foreign currency translation adjustment 8,352 ( 6,026 ) — — 8,352 ( 6,026 )
Pension plans and other postretirement benefits ( 69 ) ( 282 ) — — ( 69 ) ( 282 )
+Added: Unrecognized (loss) gain on cash flow hedges:
+Added: Net change from periodic revaluation ( 1,778 ) 1,983 — — ( 1,778 ) 1,983
+Added: Net amount reclassified to earnings ( 188 ) ( 499 ) — — ( 188 ) ( 499 )
+Added: Net change in unrecognized (loss) gain on cash flow hedges ( 1,966 ) 1,484 — — ( 1,966 ) 1,484
+Added: OCI, net of tax 6,317 ( 4,824 ) — — 6,317 ( 4,824 )
+Added: Comprehensive (loss) income $ ( 2,599 ) $ 4,203 $ — $ — $ ( 2,599 ) $ 4,203
+Added: Six Months Ended March 31,
+Added: Matthews Noncontrolling Interest Total
+Added: 2025 2024 2025 2024 2025 2024
+Added: Net (loss) income:
+Added: $ ( 12,388 ) $ 6,724 $ — $ — $ ( 12,388 ) $ 6,724
+Added: OCI, net of tax:
+Added: Foreign currency translation adjustment ( 6,259 ) 5,659 — 22 ( 6,259 ) 5,681
+Added: Pension plans and other postretirement benefits ( 422 ) ( 362 ) — — ( 422 ) ( 362 )
Unrecognized gain (loss) on cash flow hedges:
1 unchanged sentence
Net amount reclassified to earnings ( 538 ) ( 991 ) — — ( 538 ) ( 991 )
−Removed: Net change in unrecognized loss on cash flow hedges 2,215 ( 4,881 ) — — 2,215 ( 4,881 )
+Added: Net change in unrecognized gain (loss) on cash flow hedges 249 ( 3,397 ) — — 249 ( 3,397 )
OCI, net of tax ( 6,432 ) 1,900 — 22 ( 6,432 ) 1,922
3 unchanged sentences
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
−Removed: for the three months ended December 31, 2024 and 2023 (Unaudited)
+Added: for the three and six months ended March 31, 2025 and 2024 (Unaudited)
(Dollar amounts in thousands, except per share data)
19 unchanged sentences
December 31, 2024 $ 36,334 $ 144,588 $ 611,358 $ ( 181,491 ) $ ( 197,381 ) $ 48 $ 413,456
+Added: Net loss — — ( 8,916 ) — — — ( 8,916 )
+Added: Minimum pension liability — — — ( 69 ) — — ( 69 )
+Added: Translation adjustment — — — 8,352 — — 8,352
+Added: Fair value of cash flow hedges — — — ( 1,966 ) — — ( 1,966 )
+Added: Total comprehensive loss ( 2,599 )
+Added: Stock-based compensation — 6,018 — — — — 6,018
+Added: Purchase of 5,866 shares of treasury stock
+Added: — — — — ( 151 ) — ( 151 )
+Added: Issuance of 45,803 shares of treasury stock
+Added: — ( 1,684 ) — — 1,684 — —
+Added: Dividends — — ( 8,484 ) — — — ( 8,484 )
+Added: March 31, 2025 $ 36,334 $ 148,922 $ 593,958 $ ( 175,174 ) $ ( 195,848 ) $ 48 $ 408,240
+Added: MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
+Added: CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY, Continued
+Added: for the three and six months ended March 31, 2025 and 2024 (Unaudited)
+Added: (Dollar amounts in thousands, except per share data)
Shareholders' Equity
19 unchanged sentences
December 31, 2023 $ 36,334 $ 147,094 $ 704,043 $ ( 167,680 ) $ ( 211,029 ) $ 47 $ 508,809
+Added: Net income — — 9,027 — — — 9,027
+Added: Minimum pension liability — — — ( 282 ) — — ( 282 )
+Added: Translation adjustment — — — ( 6,026 ) — — ( 6,026 )
+Added: Fair value of cash flow hedges — — — 1,484 — — 1,484
+Added: Total comprehensive income 4,203
+Added: Stock-based compensation — 4,327 — — — — 4,327
+Added: Purchase of 1,029 shares of treasury stock
+Added: — — — — ( 35 ) — ( 35 )
+Added: Issuance of 28,878 shares of treasury stock
+Added: — ( 1,077 ) — — 1,077 — —
+Added: Dividends — — ( 7,957 ) — — — ( 7,957 )
+Added: March 31, 2024 $ 36,334 $ 150,344 $ 705,113 $ ( 172,504 ) $ ( 209,987 ) $ 47 $ 509,347
The accompanying notes are an integral part of these consolidated financial statements.
2 unchanged sentences
(Dollar amounts in thousands)
−Removed: Three Months Ended
+Added: Six Months Ended
Cash flows from operating activities:
−Removed: Net loss $ ( 3,472 ) $ ( 2,303 )
−Removed: Adjustments to reconcile net loss to net cash flows from operating activities:
+Added: Net (loss) income $ ( 12,388 ) $ 6,724
+Added: Adjustments to reconcile net (loss) income to net cash flows from operating activities:
Depreciation and amortization 40,735 46,784
Stock-based compensation expense 10,997 8,978
−Removed: Deferred tax benefit — ( 1 )
+Added: Deferred tax (benefit) expense ( 6,402 ) 29
Gain on sale of assets, net ( 9,834 ) ( 316 )
+Added: Loss on divestiture 2,072 —
Changes in working capital items ( 43,362 ) ( 35,609 )
−Removed: Decrease in other assets 6,996 5,888
−Removed: Decrease in other liabilities ( 8,814 ) ( 4,068 )
+Added: Decrease in other non-current assets 10,614 11,724
+Added: Decrease in other non-current liabilities ( 12,371 ) ( 7,782 )
Other operating activities, net 1,258 ( 691 )
−Removed: Net cash used in operating activities ( 25,009 ) ( 27,266 )
+Added: Net cash (used in) provided by operating activities ( 18,681 ) 29,841
Cash flows from investing activities:
2 unchanged sentences
Proceeds from sale of assets 14,608 376
+Added: Proceeds from divestiture 2,049 —
Other investing activities, net ( 63 ) ( 281 )
−Removed: Net cash provided by (used in) investing activities 1,436 ( 14,186 )
+Added: Net cash used in investing activities ( 3,895 ) ( 29,763 )
Cash flows from financing activities:
3 unchanged sentences
Dividends ( 17,047 ) ( 16,691 )
+Added: Proceeds from net investment hedge 14,990 —
+Added: Acquisition holdback and deferred purchase price payments ( 10,184 ) —
+Added: Payments of debt issuance costs — ( 4,704 )
Net cash provided by financing activities 33,551 3,018
Effect of exchange rate changes on cash ( 1,545 ) 300
+Added: Net change in cash and cash equivalents including balances classified as assets held-for-sale 9,430 3,396
+Added: Net change in cash and cash equivalents classified as assets held-for-sale ( 10,000 ) —
Net change in cash and cash equivalents ( 570 ) 3,396
4 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
−Removed: December 31, 2024
+Added: March 31, 2025
(Dollar amounts in thousands, except per share data)
8 unchanged sentences
SGK Brand Solutions consists of brand management, pre-media services, printing plates and cylinders, imaging services, digital asset management, merchandising display systems, and marketing and design services primarily for the consumer goods and retail industries.
−Removed: See Note 17, "Subsequent Event" for a description of proposed transactions with respect to the SGK Brand Solutions business.
−Removed: The Company has facilities in North America, Europe, Asia, Australia, and Central and South America.
+Added: See Note 15, "Acquisitions and Divestitures" for a description of certain anticipated transactions with respect to the SGK Brand Solutions business.
+Added: As of March 31, 2025, the Company had facilities in North America, Europe, Asia, Australia, and Central and South America.
Basis of Presentation
1 unchanged sentence
Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.
+Added: Certain assets and liabilities for the Company's SGK Brand Solutions business have been presented as held-for-sale on the Consolidated Balance Sheet as of March 31, 2025.
The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included.
−Removed: Operating results for the three months ended December 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2025.
+Added: Operating results for the three and six months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2025.
For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
7 unchanged sentences
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.
−Removed: As of December 31, 2024 and September 30, 2024, the Company had net monetary assets related to its Turkish subsidiaries of $ 5,621 and $ 5,327 , respectively.
−Removed: Exchange losses related to highly inflationary accounting totaled $ 191 and $ 320 for the three months ended December 31, 2024 and December 31, 2023, respectively.
+Added: As of March 31, 2025 and September 30, 2024, the Company had net monetary assets related to its Turkish subsidiaries of $ 6,497 and $ 5,327 , respectively.
+Added: Exchange losses related to highly inflationary accounting totaled $ 520 and $ 711 for the three and six months ended March 31, 2025, respectively, and $ 390 and $ 710 for the three and six months ended and March 31, 2024, respectively.
Such amounts were included in the Consolidated Statements of Income within other income (deductions), net.
26 unchanged sentences
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.
−Removed: Disaggregated sales by segment and region for the three months ended December 31, 2024 and 2023 were as follows:
+Added: Disaggregated sales by segment and region for the three and six months ended March 31, 2025 and 2024 were as follows:
Memorialization Industrial Technologies SGK Brand Solutions Consolidated
−Removed: Three Months Ended December 31, Three Months Ended December 31, Three Months Ended December 31, Three Months Ended December 31,
+Added: Three Months Ended March 31, Three Months Ended March 31, Three Months Ended March 31, Three Months Ended March 31,
2025 2024 2025 2024 2025 2024 2025 2024
8 unchanged sentences
Revenue Recognition (continued)
−Removed: Revenue from products or services provided to customers over time accounted for approximately 12 % and 19 % of revenue for the three months ended December 31, 2024 and 2023, respectively.
−Removed: As of December 31, 2024 and September 30, 2024, the Company had net contract assets for projects recognized using the over time method totaling $ 60,229 and $ 64,246 , respectively, which primarily represent unbilled revenues, net of deferred revenues related to customer deposits and progress billings.
−Removed: Net contract assets at December 31, 2024 and September 30, 2024 predominantly related to ongoing projects with the Company's largest energy storage customer.
+Added: Memorialization Industrial Technologies SGK Brand Solutions Consolidated
+Added: Six Months Ended March 31, Six Months Ended March 31, Six Months Ended March 31, Six Months Ended March 31,
+Added: 2025 2024 2025 2024 2025 2024 2025 2024
+Added: North America $ 378,376 $ 409,218 $ 62,310 $ 65,956 $ 134,179 $ 125,872 $ 574,865 $ 601,046
+Added: Central and South America — — — — 2,638 2,562 2,638 2,562
+Added: Europe 11,957 15,878 96,386 158,355 99,817 102,863 208,160 277,096
+Added: Australia 5,773 5,131 — — 4,605 4,324 10,378 9,455
+Added: Asia — — 2,672 3,199 30,758 27,851 33,430 31,050
+Added: Total Sales $ 396,106 $ 430,227 $ 161,368 $ 227,510 $ 271,997 $ 263,472 $ 829,471 $ 921,209
+Added: Revenue recognized using the over time method accounted for approximately 13 % and 18 % of revenue for the three months ended March 31, 2025 and 2024, respectively and 13 % and 19 % of revenue for the six months ended March 31, 2025 and 2024, respectively.
+Added: As of March 31, 2025 and September 30, 2024, the Company had net contract assets for projects recognized using the over time method totaling $ 73,402 and $ 64,246 , respectively, which primarily represent unbilled revenues, net of deferred revenues related to customer deposits and progress billings.
+Added: Net contract assets at March 31, 2025 and September 30, 2024 predominantly related to ongoing projects with the Company's largest energy storage customer.
Fair Value Measurements
5 unchanged sentences
The fair values of the Company's assets and liabilities measured on a recurring basis are categorized as follows:
−Removed: December 31, 2024 September 30, 2024
+Added: March 31, 2025 September 30, 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
8 unchanged sentences
(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.
−Removed: (2) Derivative amounts at December 31, 2024 and September 30, 2024 reflect $ 58,432 of partial advance payments received from the counterparties to certain cross-currency swaps.
+Added: (2) Derivative amounts at March 31, 2025 and September 30, 2024 reflect $ 73,422 and $ 58,432 of partial advance payments received from the counterparties to certain cross-currency swaps, respectively.
See Note 8, "Derivatives and Hedging Activities" for further details.
−Removed: The carrying values for other financial assets and liabilities approximated fair value at December 31, 2024 and September 30, 2024.
+Added: The carrying values for other financial assets and liabilities approximated fair value at March 31, 2025 and September 30, 2024.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
+Added: (Dollar amounts in thousands, except per share data)
Inventories consisted of the following:
−Removed: December 31, 2024 September 30, 2024
+Added: March 31, 2025 September 30, 2024
Raw materials $ 57,342 $ 61,333
2 unchanged sentences
$ 205,241 $ 237,888
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
−Removed: (Dollar amounts in thousands, except per share data)
Non-current investments consisted of the following:
−Removed: December 31, 2024 September 30, 2024
+Added: March 31, 2025 September 30, 2024
Equity and fixed income mutual funds $ 850 $ 839
6 unchanged sentences
The Company's investment in Liquid X was previously written-down in fiscal 2024, and had a net carrying value of zero at the time of the disposal transaction.
−Removed: One of the Company's Executive Officers and member of Matthews' Board of Directors serves as President and CEO of Liquid X.
+Added: The President and CEO of Liquid X is a former executive officer of the Company and a former member of Matthews' Board of Directors.
Debt and Financing Arrangements
−Removed: Long-term debt at December 31, 2024 and September 30, 2024 consisted of the following:
−Removed: December 31, 2024 September 30, 2024
+Added: Long-term debt at March 31, 2025 and September 30, 2024 consisted of the following:
+Added: March 31, 2025 September 30, 2024
Revolving credit facilities $ 498,912 $ 444,011
9 unchanged sentences
A portion of the revolving credit facility (not to exceed $ 350,000 ) can be drawn in foreign currencies.
−Removed: Borrowings under the revolving credit facility bear interest at the Secured Overnight Financing Rate ("SOFR"), plus a 0.10 % per annum rate spread adjustment, plus a factor ranging from 1.00 % to 2.00 % ( 1.50 % at December 31, 2024) based on the Company's leverage ratio.
+Added: Borrowings under the revolving credit facility bear interest at the Secured Overnight Financing Rate ("SOFR"), plus a 0.10 % per annum rate spread adjustment, plus a factor ranging from 1.00 % to 2.00 % ( 1.50 % at March 31, 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.
1 unchanged sentence
The Company incurred debt issuance costs in connection with the amended and restated agreement.
−Removed: Unamortized costs were $ 4,713 and $ 4,961 at December 31, 2024 and September 30, 2024, respectively.
+Added: Unamortized costs were $ 4,427 and $ 4,961 at March 31, 2025 and September 30, 2024, respectively.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
+Added: (Dollar amounts in thousands, except per share data)
+Added: Debt and Financing Arrangements (continued)
The domestic credit facility requires the Company to maintain certain leverage and interest coverage ratios.
1 unchanged sentence
Outstanding U.S.
−Removed: dollar denominated borrowings on the revolving credit facility at December 31, 2024 and September 30, 2024 were $ 480,969 and $ 410,527 , respectively.
−Removed: There were no outstanding Euro denominated borrowings on the revolving credit facility at December 31, 2024.
+Added: dollar denominated borrowings on the revolving credit facility at March 31, 2025 and September 30, 2024 were $ 495,000 and $ 410,527 , respectively.
+Added: There were no outstanding Euro denominated borrowings on the revolving credit facility at March 31, 2025.
Outstanding Euro denominated borrowings on the revolving credit facility at September 30, 2024 were € 30.0 million ($ 33,485 ).
−Removed: The weighted-average interest rate on outstanding borrowings for the domestic credit facility (including the effects of interest rate swaps and Euro denominated borrowings) at December 31, 2024 and 2023 was 5.17 % and 5.32 %, respectively.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
−Removed: (Dollar amounts in thousands, except per share data)
−Removed: Debt and Financing Arrangements (continued)
+Added: The weighted-average interest rate on outstanding borrowings for the domestic credit facility (including the effects of interest rate swaps and Euro denominated borrowings) at March 31, 2025 and 2024 was 4.29 % and 4.89 %, 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").
3 unchanged sentences
The Company incurred direct financing fees and costs in connection with 2027 Senior Secured Notes.
−Removed: Unamortized costs related to the Company’s notes were $ 5,201 and $ 5,249 at December 31, 2024 and September 30, 2024, respectively.
+Added: Unamortized costs related to the Company’s notes were $ 4,804 and $ 5,249 at March 31, 2025 and September 30, 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.
8 unchanged sentences
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.
−Removed: As of December 31, 2024 and September 30, 2024, the amount sold to the Purchasers was $ 100,700 and $ 96,300 , respectively, which was derecognized from the Consolidated Balance Sheets.
−Removed: As collateral against sold receivables, Matthews RFC maintains a certain level of unsold receivables, which was $ 66,272 and $ 58,183 as of December 31, 2024 and September 30, 2024, respectively.
+Added: As of March 31, 2025 and September 30, 2024, the amount sold to the Purchasers was $ 99,100 and $ 96,300 , respectively, which was derecognized from the Consolidated Balance Sheets.
+Added: As collateral against sold receivables, Matthews RFC maintains a certain level of unsold receivables, which was $ 67,807 and $ 58,183 as of March 31, 2025 and September 30, 2024, respectively.
The following table sets forth a summary of receivables sold as part of the RPA:
−Removed: Three Months Ended
−Removed: December 31, 2024 Three Months Ended
−Removed: December 31, 2023
+Added: Six Months Ended
+Added: March 31, 2025 Six Months Ended
+Added: March 31, 2024
Gross receivables sold
8 unchanged sentences
As these transfers qualify as true sales under the applicable accounting guidance, the receivables are de-recognized from the Company's Consolidated Balance Sheets upon transfer.
−Removed: The principal amount of receivables sold under this arrangement was $ 21,449 and $ 17,118 during the three months ended December 31, 2024 and 2023, respectively.
+Added: The principal amount of receivables sold under this arrangement was $ 38,789 and $ 34,993 during the six months ended March 31, 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.
−Removed: As of December 31, 2024 and September 30, 2024, the amount of factored receivables that remained outstanding was $ 17,126 and $ 15,665 , respectively.
+Added: As of March 31, 2025 and September 30, 2024, the amount of factored receivables that remained outstanding was $ 16,215 and $ 15,665 , respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
6 unchanged sentences
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.
−Removed: The amounts owed to a participating financial institution under the Program and included in trade accounts payable were $ 3,012 and $ 3,014 at December 31, 2024 and September 30, 2024, respectively.
+Added: The amounts owed to a participating financial institution under the Program and included in trade accounts payable were $ 4,081 and $ 3,014 at March 31, 2025 and September 30, 2024, respectively.
The Company, through certain of its European subsidiaries, has a credit facility with a European bank, which is guaranteed by Matthews.
2 unchanged sentences
This facility has no stated maturity date and is available until terminated.
−Removed: Outstanding borrowings under the credit facility totaled € 3.0 million ($ 3,114 ) at December 31, 2024.
+Added: Outstanding borrowings under the credit facility totaled € 3.6 million ($ 3,912 ) at March 31, 2025.
There were no outstanding borrowings under the credit facility at September 30, 2024.
−Removed: The weighted-average interest rate on outstanding borrowings under this facility was 5.10 % and 6.11 % at December 31, 2024 and 2023, respectively.
−Removed: Other borrowings totaled $ 7,869 and $ 15,602 at December 31, 2024 and September 30, 2024, respectively.
−Removed: The weighted-average interest rate on all other borrowings was 2.33 % and 4.20 % at December 31, 2024 and 2023, respectively.
−Removed: As of December 31, 2024 and September 30, 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.
−Removed: The Company was in compliance with all of its debt covenants as of December 31, 2024.
+Added: The weighted-average interest rate on outstanding borrowings under this facility was 4.60 % and 6.11 % at March 31, 2025 and 2024, respectively.
+Added: Other borrowings totaled $ 6,495 and $ 15,602 at March 31, 2025 and September 30, 2024, respectively.
+Added: The weighted-average interest rate on all other borrowings was 2.16 % and 2.55 % at March 31, 2025 and 2024, respectively.
+Added: As of March 31, 2025 and September 30, 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.
+Added: The Company was in compliance with all of its debt covenants as of March 31, 2025.
+Added: 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.
+Added: For the three months ended March 31, 2025, the Company did not sell any shares of its Class A Common Stock under its ATM Program.
+Added: As of March 31, 2025, the Company had 1,250,000 shares remaining for sale under the ATM Program.
+Added: The Company has no near-term intention to utilize the ATM Program.
Derivatives and Hedging Activities
The Company operates internationally and utilizes certain derivative financial instruments to manage its foreign currency, debt and interest rate exposures.
−Removed: At December 31, 2024 and September 30, 2024, derivative instruments were reflected on a gross-basis in the consolidated balance sheets as follows:
−Removed: December 31, 2024 September 30, 2024
+Added: At March 31, 2025 and September 30, 2024, derivative instruments were reflected on a gross-basis in the consolidated balance sheets as follows:
+Added: March 31, 2025 September 30, 2024
Interest Rate Swaps Cross-Currency Swaps Interest Rate Swaps Cross-Currency Swaps
2 unchanged sentences
Long-term assets:
−Removed: Other assets 1,021 — — —
+Added: Other non-current assets 380 — — —
Current liabilities:
1 unchanged sentence
Long-term liabilities:
−Removed: Other liabilities ( 210 ) ( 39,084 ) ( 1,743 ) ( 48,925 )
+Added: Other non-current liabilities ( 824 ) ( 43,257 ) ( 1,743 ) ( 48,925 )
Total derivatives (1)
$ ( 765 ) $ ( 75,902 ) $ ( 2,606 ) $ ( 66,967 )
−Removed: (1) Cross-currency swap amounts at December 31, 2024 and September 30, 2024 reflect $ 58,432 of partial advanced payments received from the counterparties to certain swap contracts (see below).
+Added: (1) Cross-currency swap amounts at March 31, 2025 and September 30, 2024 reflect $ 73,422 and $ 58,432 of partial advanced payments received from the counterparties to certain swap contracts, respectively (see below).
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
+Added: (Dollar amounts in thousands, except per share data)
+Added: Derivatives and Hedging Activities (continued)
The following table presents information related to interest rate swaps entered into by the Company and designated as cash flow hedges:
−Removed: December 31, 2024 September 30, 2024
+Added: March 31, 2025 September 30, 2024
Notional amount $ 225,000 $ 175,000
2 unchanged sentences
Weighted-average pay rate 3.80 % 3.83 %
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
−Removed: (Dollar amounts in thousands, except per share data)
−Removed: Derivatives and Hedging Activities (continued)
The Company enters into interest rate swaps in order to achieve a mix of fixed and variable rate debt that it deems appropriate.
1 unchanged sentence
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.
−Removed: The fair value of the interest rate swaps reflected a net unrealized gain of $ 1,132 ($ 844 after tax) at December 31, 2024 and a net unrealized loss of $ 2,606 ($ 1,948 after tax) at September 30, 2024, that is included in shareholders' equity as part of accumulated other comprehensive income (loss) ("AOCI").
−Removed: Unrecognized gains of $ 3,076 ($ 2,297 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 December 31, 2024 and September 30, 2024, respectively.
−Removed: Assuming market rates remain constant with the rates at December 31, 2024, a gain (net of tax) of approximately $ 1,566 included in AOCI is expected to be recognized in earnings over the next twelve months.
+Added: The fair value of the interest rate swaps reflected a net unrealized loss of $ 765 ($ 571 after tax) and $ 2,606 ($ 1,948 after tax) at March 31, 2025 and September 30, 2024, respectively, that is included in shareholders' equity as part of accumulated other comprehensive income (loss) ("AOCI").
+Added: Unrecognized gains of $ 2,341 ($ 1,746 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 March 31, 2025 and September 30, 2024, respectively.
+Added: Assuming market rates remain constant with the rates at March 31, 2025, a gain (net of tax) of approximately $ 755 included in AOCI is expected to be recognized in earnings over the next twelve months.
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.
2 unchanged sentences
Recognized in AOCI
−Removed: Swap Currencies Maturity Date December 31, 2024 September 30, 2024 December 31, 2024 September 30, 2024
+Added: Swap Currencies Maturity Date March 31, 2025 September 30, 2024 March 31, 2025 September 30, 2024
USD/EUR September 2027 $ 81,392 $ 81,392 $ ( 4,019 ) $ ( 5,440 )
2 unchanged sentences
USD/EUR August 2026 25,000 25,000 1,379 ( 30 )
+Added: USD/CAD May 2025 25,000 — ( 41 ) —
$ 171,392 $ 146,392 $ ( 1,859 ) (1)
$ ( 6,379 ) (1)
−Removed: (1) Total unrealized gains (losses) are presented net of tax of $ 863 and $ 2,156 as of December 31, 2024 and September 30, 2024, respectively.
+Added: (1) Total unrealized gains (losses) are presented net of tax of $ 621 and $ 2,156 as of March 31, 2025 and September 30, 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.
−Removed: Such amounts totaled $ 58,432 , of which $ 17,416 and $ 41,016 were included in other current liabilities and other liabilities, respectively, on the Consolidated Balance Sheets at December 31, 2024 and September 30, 2024.
+Added: Advance payment amounts totaled $ 73,422 at March 31, 2025, of which $ 32,406 and $ 41,016 were included in other current liabilities and other non-current liabilities on the Consolidated Balance Sheet, respectively.
+Added: 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.
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.
3 unchanged sentences
(Dollar amounts in thousands, except per share data)
+Added: Restructuring
+Added: 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.
+Added: 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.
+Added: These restructuring activities are expected to be completed by fiscal 2026.
+Added: The following table sets forth amounts recognized by the Company in connection with its restructuring programs:
+Added: Restructuring amounts by line
+Added: item in the Statement of Income (a)
+Added: Three Months Ended
+Added: March 31, Six Months Ended
+Added: 2025 2024 2025 2024
+Added: Cost of sales $ 3,013 $ ( 475 ) $ 2,315 $ ( 2,377 )
+Added: Selling expense ( 44 ) ( 31 ) ( 53 ) 225
+Added: Administrative expense ( 498 ) ( 316 ) ( 957 ) ( 631 )
+Added: Income (loss) before income taxes $ 2,471 $ ( 822 ) $ 1,305 $ ( 2,783 )
+Added: (a) Positive amounts represent income and negative amounts represent expense.
+Added: The costs associated with the Company's restructuring programs principally relate to severance and employee termination benefits.
+Added: The following table provides a summary of the severance and employee termination restructuring activities for the six-month period ended March 31, 2025.
+Added: Severance and Employee Termination Restructuring Activities
+Added: Memorialization Industrial Technologies SGK Brand Solutions Corporate/Non-Operating Consolidated
+Added: September 30, 2024 $ 181 $ 35,368 $ 1,247 $ 4,226 $ 41,022
+Added: Amounts charged (credited) to expense — ( 2,821 ) 473 ( 150 ) ( 2,498 )
+Added: Net cash payments ( 147 ) ( 26,791 ) ( 553 ) ( 3,540 ) ( 31,031 )
+Added: Other adjustments (1)
+Added: — 405 ( 156 ) ( 175 ) 74
+Added: Reclassified to current liabilities held-for-sale — — ( 1,011 ) — ( 1,011 )
+Added: March 31, 2025 $ 34 $ 6,161 $ — $ 361 $ 6,556
+Added: Cumulative severance and employee termination costs incurred to date (2)
+Added: $ 181 $ 32,789 $ 1,563 $ 4,803 $ 39,336
+Added: (1) Other adjustments primarily reflects reclassifications of certain balance sheet amounts.
+Added: (2) Substantially all estimated severance and employee termination costs related to the restructuring programs have been recognized as of March 31, 2025.
+Added: The severance and employee termination liability is included in accrued compensation in the accompanying Consolidated Balance Sheets.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
+Added: (Dollar amounts in thousands, except per share data)
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.
−Removed: Under the 2017 Equity Incentive Plan, which has a ten-year term from the date the Company's Board of Directors approved of the amendment and restatement of the 2017 Equity Incentive Plan, the maximum number of shares available for grants or awards is an aggregate of 3,450,000 (subject to adjustment upon certain events such as stock dividends or stock splits), following the amendment and restatement of the 2017 Equity Incentive Plan at the Company's 2022 Annual Shareholder Meeting.
−Removed: In November 2024, the Board of Directors approved the Second Amended and Restated 2017 Equity Incentive Plan (the "Second Amended 2017 Plan"), which increases the maximum number of shares available for grants or awards to an aggregate of 4,950,000 .
−Removed: The Second Amended 2017 Plan is subject to shareholder approval at the February 2025 Annual Shareholder Meeting.
−Removed: At December 31, 2024, 1,720,138 shares have been issued under the 2017 Equity Incentive Plan.
+Added: 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.
+Added: At March 31, 2025, 1,734,834 shares have been issued under the 2017 Equity Incentive Plan.
1,517,963 time-based RSUs, 1,961,834 performance-based RSUs, and 75,000 stock options have been granted under the 2017 Equity Incentive Plan.
−Removed: 1,685,714 of these share-based awards are outstanding as of December 31, 2024.
+Added: 1,818,068 of these share-based awards are outstanding as of March 31, 2025.
The 2017 Equity Incentive Plan is administered by the Compensation Committee of the Board of Directors.
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.
−Removed: For the three-month periods ended December 31, 2024 and 2023, stock-based compensation cost totaled $ 4,979 and $ 4,651 , respectively.
−Removed: The associated future income tax benefit recognized for stock-based compensation was $ 818 and $ 684 for the three-month periods ended December 31, 2024 and 2023, respectively.
+Added: For the three-month periods ended March 31, 2025 and 2024, stock-based compensation cost totaled $ 6,018 and $ 4,327 , respectively.
+Added: For the six-month periods ended March 31, 2025 and 2024, stock-based compensation cost totaled $ 10,997 and $ 8,978 , respectively.
+Added: The associated future income tax benefit recognized for stock-based compensation was $ 1,520 and $ 1,093 for the three-month periods ended March 31, 2025 and 2024, respectively, and $ 2,338 and $ 1,778 for the six-month periods ended March 31, 2025 and 2024, respectively.
With respect to the grants of RSUs, awards generally vest on the third anniversary of the grant date.
3 unchanged sentences
The Company issues common stock from treasury shares once the units become vested.
−Removed: The transactions for RSUs for the three months ended December 31, 2024 were as follows:
+Added: The transactions for RSUs for the six months ended March 31, 2025 were as follows:
RSUs Weighted-
1 unchanged sentence
Granted 668,700 25.53
−Removed: Contingent grant *
−Removed: 145,800 25.45
Vested ( 438,741 ) 37.38
Expired or forfeited ( 119,240 ) 38.00
−Removed: Non-vested at December 31, 2024 1,831,514 $ 27.38
−Removed: * In connection with its annual grant of equity awards, the Compensation Committee of the Board of Directors granted the President and Chief Executive Officer an award contingent upon the approval by the Company's shareholders of the Second Amended 2017 Plan.
−Removed: Such award consists of (i) time-based restricted stock units, which may settle into a maximum of 58,320 shares of Common Stock, subject to continued service to the Company through November 18, 2027, (ii) performance units, which may settle into a maximum of 43,740 shares of Common Stock at target levels, upon the Company achieving certain metrics based on return on invested capital (“ROIC”);
−Removed: and (iii) performance units, which may settle into a maximum of 43,740 shares of Common Stock at target levels upon stock price appreciation for the Common Stock.
−Removed: As of December 31, 2024, the total unrecognized compensation cost related to all unvested stock-based awards was $ 30,002 and is expected to be recognized over a weighted average period of 2.3 years.
+Added: Non-vested at March 31, 2025 1,818,068 $ 29.42
+Added: As of March 31, 2025, the total unrecognized compensation cost related to all unvested stock-based awards was $ 28,080 and is expected to be recognized over a weighted average period of 2.1 years.
The fair value of certain stock-based awards that are subject to performance conditions are estimated on the date of grant using a binomial lattice valuation model.
−Removed: The following table indicates the assumptions used in estimating the fair value of certain stock-based awards granted during the three-month period ended December 31, 2024.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
−Removed: (Dollar amounts in thousands, except per share data)
−Removed: Share-Based Payments (continued)
−Removed: Three Months Ended
−Removed: December 31, 2024
+Added: The following table indicates the assumptions used in estimating the fair value of certain stock-based awards granted during the six-month period ended March 31, 2025.
+Added: Six Months Ended
+Added: March 31, 2025
Expected volatility 31.8 %
2 unchanged sentences
Average expected term (years) 3.0
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
+Added: (Dollar amounts in thousands, except per share data)
+Added: Share-Based Payments (continued)
The risk-free interest rate is based on United States Treasury yields at the date of grant.
1 unchanged sentence
Expected volatilities are based on the historical volatility of the Company's stock price.
−Removed: The expected term for grants in the three months ended December 31, 2024 represents an estimate of the average period of time for RSUs to vest.
+Added: The expected term for grants in the six months ended March 31, 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").
1 unchanged sentence
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 .
−Removed: The annual retainer fee for fiscal 2025 paid to the non-employee Chairman of the Board is $ 210 .
+Added: 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.
−Removed: The value of deferred shares is recorded in other liabilities.
−Removed: A total of 51,527 shares and share units had been deferred under the Director Fee Plans as of December 31, 2024.
+Added: The value of deferred shares is recorded in other non-current liabilities.
+Added: A total of 56,067 shares and share units had been deferred under the Director Fee Plans as of March 31, 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.
−Removed: As of December 31, 2024, 377,460 restricted shares and RSUs have been granted under the Director Fee Plans, 204,231 of which were issued under the 2019 Director Fee Plan.
−Removed: 71,549 RSUs are unvested at December 31, 2024 under the Director Fee Plans.
+Added: As of March 31, 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.
+Added: 98,945 RSUs are unvested at March 31, 2025 under the Director Fee Plans.
Earnings Per Share Attributable to Matthews' Shareholders
−Removed: The information used to compute loss per share attributable to Matthews' common shareholders was as follows:
+Added: The information used to compute (loss) earnings per share attributable to Matthews' common shareholders was as follows:
Three Months Ended
−Removed: Net loss attributable to Matthews shareholders $ ( 3,472 ) $ ( 2,303 )
+Added: March 31, Six Months Ended
+Added: 2025 2024 2025 2024
+Added: Net (loss) income attributable to Matthews shareholders $ ( 8,916 ) $ 9,027 $ ( 12,388 ) $ 6,724
Weighted-average shares outstanding (in thousands):
7 unchanged sentences
Accumulated Other Comprehensive Income
−Removed: The changes in AOCI by component, net of tax, for the three-month periods ended December 31, 2024 and 2023 were as follows:
+Added: The changes in AOCI by component, net of tax, for the three-month periods ended March 31, 2025 and 2024 were as follows:
Post-retirement benefit plans Currency translation adjustment Cash Flow Hedges Total
Attributable to Matthews:
−Removed: Balance, September 30, 2024 $ 4,955 $ ( 174,623 ) $ 926 $ ( 168,742 )
+Added: Balance, December 31, 2024 $ 4,602 $ ( 189,234 ) $ 3,141 $ ( 181,491 )
OCI before reclassification 100 8,580 ( 1,778 ) 6,902
3 unchanged sentences
( 1,966 ) 6,317
+Added: Balance, March 31, 2025 $ 4,533 $ ( 180,882 ) $ 1,175 $ ( 175,174 )
+Added: Attributable to noncontrolling interest:
Balance, December 31, 2024 $ — $ 289 $ — $ 289
+Added: OCI before reclassification — — — —
+Added: Net current-period OCI — — — —
+Added: Balance, March 31, 2025 $ — $ 289 $ — $ 289
+Added: Post-retirement benefit plans Currency translation adjustment Cash Flow Hedges Total
+Added: Attributable to Matthews:
+Added: Balance, December 31, 2023 $ 6,680 $ ( 178,511 ) $ 4,151 $ ( 167,680 )
+Added: OCI before reclassification ( 72 ) ( 5,779 ) 1,983 ( 3,868 )
+Added: Amounts reclassified from AOCI ( 210 ) (a)
+Added: ( 247 ) ( 499 ) (b)
+Added: Net current-period OCI ( 282 ) ( 6,026 ) 1,484 ( 4,824 )
+Added: Balance, March 31, 2024 $ 6,398 $ ( 184,537 ) $ 5,635 $ ( 172,504 )
Attributable to noncontrolling interest:
+Added: Balance, December 31, 2023 $ — $ 288 $ — $ 288
+Added: OCI before reclassification — —
+Added: Net current-period OCI — — — —
+Added: Balance, March 31, 2024 $ — $ 288
+Added: (a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans.
+Added: (b) Amounts were included in interest expense in the periods in which the hedged item affected earnings (see Note 8).
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
+Added: (Dollar amounts in thousands, except per share data)
+Added: Accumulated Other Comprehensive Income (continued)
+Added: The changes in AOCI by component, net of tax, for the six-month periods ended March 31, 2025 and 2024 were as follows:
+Added: Post-retirement benefit plans Currency translation adjustment Cash Flow Hedges Total
+Added: Attributable to Matthews:
Balance, September 30, 2024 $ 4,955 $ ( 174,623 ) $ 926 $ ( 168,742 )
OCI before reclassification ( 82 ) ( 12,607 ) 787 ( 11,902 )
+Added: Amounts reclassified from AOCI ( 340 ) (a)
+Added: 6,348 ( 538 ) (b)
Net current-period OCI ( 422 )
−Removed: Balance, December 31, 2024 $ — $ 289 $ — $ 289
+Added: ( 6,259 ) 249 ( 6,432 )
+Added: Balance, March 31, 2025 $ 4,533 $ ( 180,882 ) $ 1,175 $ ( 175,174 )
+Added: Attributable to noncontrolling interest:
+Added: Balance, September 30, 2024 $ — $ 289 $ — $ 289
+Added: OCI before reclassification — — — —
+Added: Net current-period OCI — — — —
+Added: Balance, March 31, 2025 $ — $ 289 $ — $ 289
Post-retirement benefit plans Currency translation adjustment Cash Flow Hedges Total
5 unchanged sentences
Net current-period OCI ( 362 ) 5,659 ( 3,397 ) 1,900
−Removed: Balance, December 31, 2023 $ 6,680 $ ( 178,511 ) $ 4,151 $ ( 167,680 )
+Added: Balance, March 31, 2024 $ 6,398 $ ( 184,537 ) $ 5,635 $ ( 172,504 )
Attributable to noncontrolling interest:
2 unchanged sentences
Net current-period OCI — 22 — 22
−Removed: Balance, December 31, 2023 $ — $ 288
+Added: Balance, March 31, 2024 $ — $ 288
(a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans.
−Removed: (b) Amounts were included in interest expense in the periods the hedged item affected earnings (see Note 8).
+Added: (b) Amounts were included in interest expense in the periods in which the hedged item affected earnings (see Note 8).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
1 unchanged sentence
Accumulated Other Comprehensive Income (continued)
−Removed: Reclassifications out of AOCI for the three-month periods ended December 31, 2024 and 2023 were as follows:
+Added: Reclassifications out of AOCI for the three and six-month periods ended March 31, 2025 and 2024 were as follows:
Amount reclassified from AOCI
−Removed: Details about AOCI Components Three Months Ended December 31, 2024 Three Months Ended December 31, 2023 Affected line item in the
+Added: Details about AOCI Components Three Months Ended March 31, 2025 Six Months Ended March 31, 2025 Affected line item in the
Financial Statements
12 unchanged sentences
Divestitures $ — $ ( 6,844 ) Other current liabilities (c)
+Added: Details about AOCI Components Three Months Ended
+Added: March 31, 2024 Six Months Ended
+Added: March 31, 2024 Affected line item in the Statement of income
+Added: Postretirement benefit plans
+Added: Prior service credit (a)
+Added: Actuarial losses 190 381 Other income (deductions), net
+Added: 281 563 Income before income tax (b)
+Added: ( 142 ) Income taxes
+Added: $ 421 Net income
+Added: Cash flow hedges $ 668
+Added: $ 1,327 Interest expense
+Added: Net investment hedges 327 586 Interest expense
+Added: 995 1,913 Income before income tax (b)
+Added: ( 479 ) Income taxes
+Added: $ 746 $ 1,434 Net income
(a) Prior service cost amounts are included in the computation of pension and other postretirement benefit expense, which is reported in cost of goods sold and selling and administrative expenses.
2 unchanged sentences
See Note 15, "Acquisitions and Divestitures."
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
+Added: (Dollar amounts in thousands, except per share data)
Income tax provisions for the Company's interim periods are based on the effective income tax rate expected to be applicable for the full year.
−Removed: The Company's consolidated income taxes for the first three months of fiscal 2025 represented a benefit of $ 2,358 , compared to a benefit of $ 726 for the first three months of fiscal 2024.
−Removed: The difference between the Company’s consolidated income taxes for the first three months of fiscal 2025 compared to the same period for fiscal 2024 resulted from an increase in consolidated pre-tax loss in fiscal 2025 compared to fiscal 2024, as well as a discrete net tax benefit related to adjustments in tax reserves resulting from the progression of foreign tax audits .
−Removed: The Company’s fiscal 2025 three month effective tax rate varied from the U.S.
+Added: The Company's consolidated income taxes for the first six months of fiscal 2025 represented a benefit of $ 5,086 , compared to a benefit of $ 1,848 for the first six months of fiscal 2024.
+Added: The difference between the Company’s consolidated income taxes for the first six months of fiscal 2025 compared to the same period for fiscal 2024 resulted from a consolidated pre-tax loss in fiscal 2025 compared to consolidated pre-tax income in fiscal 2024.
+Added: The Company’s fiscal 2025 six month effective tax rate varied from the U.S.
statutory tax rate of 21.0% primarily due to state taxes, tax credits, non-tax benefited foreign losses, and other net discrete tax benefits.
−Removed: The Company’s fiscal 2024 three month effective tax rate varied from the U.S.
−Removed: statutory tax rate of 21.0% primarily due to state taxes, foreign statutory rate differentials, tax credits, and a net discrete tax benefit.
−Removed: The Company had unrecognized tax benefits (excluding penalties and interest) of $ 1,941 and $ 4,506 on December 31, 2024 and September 30, 2024, respectively, which would impact the annual effective rate at December 31, 2024 and September 30, 2024, respectively.
+Added: The Company’s fiscal 2024 six month effective tax rate varied from the U.S.
+Added: statutory tax rate of 21.0% primarily due to state taxes, foreign statutory rate differentials, tax credits, non-tax benefited foreign losses, and a net discrete tax benefit.
+Added: The Company had unrecognized tax benefits (excluding penalties and interest) of $ 1,977 and $ 4,506 on March 31, 2025 and September 30, 2024, respectively, which would impact the annual effective rate at March 31, 2025 and September 30, 2024, respectively.
It is reasonably possible that the amount of unrecognized tax benefits could decrease by approximately $ 346 in the next 12 months primarily due to the completion of audits and the expiration of the statute of limitations.
The Company classifies interest and penalties on tax uncertainties as a component of the provision for income taxes.
−Removed: Total penalties and interest accrued were $ 229 and $ 588 at December 31, 2024 and September 30, 2024, respectively.
+Added: Total penalties and interest accrued were $ 230 and $ 588 at March 31, 2025 and September 30, 2024, respectively.
These accruals may potentially be applicable in the event of an unfavorable outcome of uncertain tax positions.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
−Removed: (Dollar amounts in thousands, except per share data)
−Removed: Income Taxes (continued)
The Company is currently under examination in several tax jurisdictions and remains subject to examination until the statute of limitations expires for those tax jurisdictions.
−Removed: As of December 31, 2024, the tax years that remain subject to examination by major jurisdictions generally are:
+Added: As of March 31, 2025, the tax years that remain subject to examination by major jurisdictions generally are:
United States – Federal 2019, 2022 and forward
13 unchanged sentences
The SGK Brand Solutions segment consists of brand management, pre-media services, printing plates and cylinders, imaging services, digital asset management, merchandising display systems, and marketing and design services primarily for the consumer goods and retail industries.
−Removed: See Note 17, "Subsequent Event" for a description of proposed transactions with respect to the SGK Brand Solutions business.
+Added: See Note 15, "Acquisitions and Divestitures" for a description of certain anticipated transactions with respect to the SGK Brand Solutions business.
The Company's primary measure of segment profitability is adjusted earnings before interest, income taxes, depreciation and amortization ("adjusted EBITDA").
3 unchanged sentences
For these reasons, the Company believes that adjusted EBITDA represents the most relevant measure of segment profit and loss.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
+Added: (Dollar amounts in thousands, except per share data)
+Added: Segment Information (continued)
In addition, the CODM manages and evaluates the operating performance of the segments, as described above, on a pre-corporate cost allocation basis.
3 unchanged sentences
Management does not allocate non-operating items such as investment income, other income (deductions), net and noncontrolling interest to the segments.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
−Removed: (Dollar amounts in thousands, except per share data)
−Removed: Segment Information (continued)
The following table sets forth information about the Company's segments, including a reconciliation of adjusted EBITDA to net income.
Three Months Ended
+Added: March 31, Six Months Ended
+Added: 2025 2024 2025 2024
Memorialization $ 205,620 $ 222,156 $ 396,106 $ 430,227
21 unchanged sentences
( 17,010 ) ( 13,783 ) ( 33,864 ) ( 26,534 )
−Removed: Loss before income taxes ( 5,830 ) ( 3,029 )
+Added: (Loss) income before income taxes ( 11,644 ) 7,905 ( 17,474 ) 4,876
Income tax benefit 2,728 1,122 5,086 1,848
−Removed: Net loss $ ( 3,472 ) $ ( 2,303 )
−Removed: (1) Includes certain non-recurring items associated with recent acquisition and divestiture activities.
+Added: Net (loss) income $ ( 8,916 ) $ 9,027 $ ( 12,388 ) $ 6,724
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
+Added: (Dollar amounts in thousands, except per share data)
+Added: Segment Information (continued)
+Added: (1) Includes certain non-recurring items associated with recent acquisition and divestiture activities and also includes a loss of $ 2,072 for the three and six months ended March 31, 2025 related to the divestiture of a business in the Industrial Technologies segment (See Note 15, "Acquisitions and Divestitures").
+Added: Fiscal 2025 also includes costs related to the pending sale of the Company's interest in the SGK Brand Solutions business which totaled $ 10,586 for the three months ended March 31, 2025 and $ 11,485 for the six months ended March 31, 2025.
(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, Inc.
−Removed: ("Tesla"), which totaled $ 6,867 and $ 2,370 for the three months ended December 31, 2024 and 2023, respectively (see Note 16, "Legal Matter").
−Removed: Fiscal 2025 includes $ 8,702 of net gains on the sales of certain significant property and other assets.
−Removed: Fiscal 2025 also includes loss recoveries totaling $ 1,170 which were related to a previously disclosed theft of funds by a former employee initially identified in fiscal 2015.
+Added: ("Tesla"), which totaled $ 1,757 and $ 2,602 for the three months ended March 31, 2025 and 2024, respectively, and $ 8,624 and $ 4,972 for the six months ended March 31, 2025 and 2024, respectively (see Note 17, "Legal Matter").
+Added: Fiscal 2025 includes costs related to the Company's 2025 contested proxy which totaled $ 4,538 for the three months ended March 31, 2025 and $ 4,902 for the six months ended March 31, 2025.
+Added: Fiscal 2025 includes net gains on the sales of certain significant property and other assets of $ 8,655 for the six months ended March 31, 2025.
+Added: Fiscal 2025 also includes loss recoveries totaling $ 1,170 for the six months ended March 31, 2025 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 (see Note 2, "Basis of Presentation").
4 unchanged sentences
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.
−Removed: (5) Includes fees for receivables sold under the RPA and factoring arrangements totaling $ 1,172 and $ 1,175 for the three months ended December 31, 2024 and 2023, respectively.
−Removed: * Depreciation and amortization was $ 7,202 and $ 6,413 for the Memorialization segment, $ 5,674 and $ 6,377 for the Industrial Technologies segment, $ 8,860 and $ 9,572 for the SGK Brand Solutions segment, and $ 768 and $ 1,161 for Corporate and Non-Operating, for the three months ended December 31, 2024 and December 31, 2023, respectively.
−Removed: ** Acquisition costs, ERP system integration costs, and strategic initiatives and other items were $ 1,303 and $ 60 for the Memorialization segment, $ 4,119 and $ 5,367 for the Industrial Technologies segment, $ 714 and $ 863 for the SGK Brand Solutions segment, and income of $ 4,944 and charges of $ 867 for Corporate and Non-Operating, for the three months ended December 31, 2024 and December 31, 2023, respectively.
+Added: (5) Includes fees for receivables sold under the RPA and factoring arrangements totaling $ 1,145 and $ 1,238 for the three months ended March 31, 2025 and 2024, respectively, and $ 2,317 and $ 2,413 for the six months ended March 31, 2025 and 2024, respectively.
+Added: * Depreciation and amortization was $ 7,170 and $ 6,914 for the Memorialization segment, $ 5,644 and $ 5,571 for the Industrial Technologies segment, $ 4,718 and $ 9,669 for the SGK Brand Solutions segment, and $ 699 and $ 1,107 for Corporate and Non-Operating, for the three months ended March 31, 2025 and 2024, respectively.
+Added: Depreciation and amortization was $ 14,372 and $ 13,327 for the Memorialization segment, $ 11,318 and $ 11,948 for the Industrial Technologies segment, $ 13,578 and $ 19,241 for the SGK Brand Solutions segment, and $ 1,467 and $ 2,268 for Corporate and Non-Operating, for the six months ended March 31, 2025 and 2024, respectively.
+Added: ** Acquisition and divestiture costs, ERP system integration costs, and strategic initiatives and other charges were $ 2,410 and $ 1,037 for the Memorialization segment, $ 2,264 and $ 4,431 for the Industrial Technologies segment, $ 416 and $ 358 for the SGK Brand Solutions segment, and $ 16,056 and $ 1,198 for Corporate and Non-Operating, for the three months ended March 31, 2025 and 2024, respectively.
+Added: Acquisition costs, ERP system integration costs, and strategic initiatives and other charges were $ 3,713 and $ 1,097 for the Memorialization segment, $ 6,383 and $ 9,799 for the Industrial Technologies segment, $ 1,130 and $ 1,221 for the SGK Brand Solutions segment, and $ 11,112 and $ 2,064 for Corporate and Non-Operating, for the six months ended March 31, 2025 and 2024, respectively.
+Added: † Strategic initiatives and other items includes charges for exit and disposal activities (including severance and other employee termination benefits) totaling $ 2,471 of income and $ 822 of expenses for the three months ended March 31, 2025 and 2024, respectively, and $ 1,305 of income and $ 2,783 of expenses for the six months ended March 31, 2025 and 2024, respectively.
+Added: Refer to Note 9, "Restructuring" for further details.
+Added: Acquisitions and Divestitures
+Added: In March 2025, the Company completed a small divestiture within the Industrial Technologies segment.
+Added: 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 period ended March 31, 2025.
+Added: On January 7, 2025, the Company entered into a definitive contribution agreement (the "Contribution Agreement") under which it will sell its interest in the SGK Brand Solutions business to a newly formed entity created by affiliates of Southern Graphics, Inc.
+Added: (the “New Entity”), which will combine the SGK Brand Solutions business with the Southern Graphics, Inc.
+Added: Under the terms of the Contribution Agreement, at the closing of the proposed transactions, the Company will receive $ 250,000 in cash and $ 50,000 of preferred equity in the New Entity.
+Added: In addition, at the closing of the proposed transactions, the Company will receive a 40 % interest in the common equity of the New Entity.
+Added: Trade receivables under the Company's RPA will not be contributed to the New Entity.
+Added: The Company will also retain its European cylinders (packaging) business and other related investments following the closing of the proposed transactions.
+Added: The proposed transactions are expected to be completed in the third quarter of fiscal 2025, subject to the satisfaction of customary closing conditions.
+Added: The foregoing summary of the Contribution Agreement and the transactions contemplated thereby is incomplete and is qualified in its entirety to the complete text of the Contribution Agreement, which was filed as Exhibit 2.1 to that Current Report on Form 8-K with the SEC on January 8, 2025.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
(Dollar amounts in thousands, except per share data)
−Removed: Segment Information (continued)
−Removed: † Strategic initiatives and other items includes charges for exit and disposal activities (including severance and other employee terminations) totaling $ 313 and $ 1,961 for the three months ended December 31, 2024 and 2023, respectively.
−Removed: Fiscal 2025 amounts totaling charges of $ 601 and income of $ 288 for the three months ended December 31, 2024 were presented in cost of sales and administrative expense, respectively.
−Removed: Fiscal 2024 amounts totaling charges of $ 1,902 , income of $ 256 and charges of $ 315 for the three months ended December 31, 2023 were presented in cost of sales, selling expense, and administrative expense, respectively.
−Removed: Accrued severance and other termination benefits totaled $ 23,637 and $ 42,245 as of December 31, 2024 and September 30, 2024, respectively.
−Removed: Acquisitions and Divestitures
+Added: Acquisitions and Divestitures (continued)
+Added: During the second quarter of fiscal 2025, the Company determined that the SGK Brand Solutions business met the criteria under U.S.
+Added: GAAP to be classified as held-for-sale.
+Added: Accordingly, the assets and liabilities for this business have been presented separately as current and non-current assets held-for-sale and current and non-current liabilities held-for-sale on the Consolidated Balance Sheet as of March 31, 2025.
+Added: The following table summarizes the carrying values of the SGK Brand Solutions business assets and liabilities classified as held-for-sale on the Consolidated Balance Sheet as of March 31, 2025.
+Added: March 31, 2025
+Added: Cash and cash equivalents $ 10,000
+Added: Accounts receivable, net 71,543
+Added: Inventories, net 31,030
+Added: Property, plant and equipment, net 40,216
+Added: Operating lease right-of-use assets 17,904
+Added: Goodwill 218,049
+Added: Other intangible assets, net 23,941
+Added: Other current and non-current assets held-for-sale 15,327
+Added: Total assets held-for-sale 428,010
+Added: Current portion of operating lease liabilities 7,118
+Added: Trade accounts payable 25,020
+Added: Accrued compensation 11,805
+Added: Operating lease liabilities 11,537
+Added: Deferred income taxes 12,239
+Added: Other current and non-current liabilities held-for-sale 34,645
+Added: Total liabilities held-for-sale 102,364
+Added: Net assets held-for-sale $ 325,646
+Added: Income before income taxes for the SGK Brand Solutions business classified as held-for-sale totaled $ 3,351 and $ 8,170 for the three and six months ended March 31, 2025, respectively, and $ 5,875 and $ 8,791 for the three and six months ended March 31, 2024, respectively.
+Added: In January 2025, the Company entered into an agreement for the acquisition of a Memorialization business for a purchase price of $ 57,000 in cash.
+Added: The purchase price is subject to customary post-closing adjustments.
+Added: The acquisition, which is subject to certain closing conditions, is expected to be completed mid-2025.
In October 2024, the Company completed a small acquisition within the Memorialization segment for a purchase price of $ 2,218 .
−Removed: The preliminary purchase price allocation was not finalized as of December 31, 2024 and remains subject to change as the Company obtains additional information related to working capital.
+Added: The preliminary purchase price allocation was not finalized as of March 31, 2025 and remains subject to change as the Company obtains additional information related to working capital.
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.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
+Added: (Dollar amounts in thousands, except per share data)
+Added: Acquisitions and Divestitures (continued)
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).
8 unchanged sentences
Translation and other adjustments ( 1,873 ) ( 464 ) ( 6,385 ) ( 8,722 )
−Removed: Net goodwill at December 31, 2024
+Added: Reclassified to non-current assets held-for-sale — — ( 218,049 ) ( 218,049 )
+Added: Net goodwill at March 31, 2025
$ 374,038 $ 99,081 $ — $ 473,119
−Removed: The net goodwill balances at December 31, 2024 and September 30, 2024 included $ 277,913 of accumulated impairment losses.
−Removed: Accumulated impairment losses at December 31, 2024 and September 30, 2024 were $ 5,000 , $ 40,673 and $ 232,240 for the Memorialization, Industrial Technologies and SGK Brand Solutions segments, respectively.
+Added: The net goodwill balances at March 31, 2025 and September 30, 2024 included $ 45,673 and $ 277,913 of accumulated impairment losses, respectively.
+Added: Accumulated impairment losses at March 31, 2025 were $ 5,000 and $ 40,673 for the Memorialization and Industrial Technologies segments, respectively.
+Added: Accumulated impairment losses at September 30, 2024 were $ 5,000 , $ 40,673 and $ 232,240 for the Memorialization, Industrial Technologies and SGK Brand Solutions segments, respectively.
The Company performed its annual 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 exceeded their carrying values, and, therefore, no impairment charges were necessary at such time.
−Removed: The results of this review indicated that the estimated fair value of the Company's SGK Brand Solutions reporting unit exceeded the carrying value (expressed as a percentage of carrying value) by approximately 7 %.
−Removed: The fair value for the reporting unit was determined using level 3 inputs (including estimates of revenue growth, EBITDA contribution and the discount rates) and a combination of the income approach using the estimated discounted cash flows and a market-based valuation methodology.
−Removed: If current projections are not achieved or specific valuation factors outside the Company's control (such as discount rates and continued economic and industry challenges) significantly change, additional goodwill write-downs may be necessary in future periods.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
−Removed: (Dollar amounts in thousands, except per share data)
−Removed: Goodwill and Other Intangible Assets (continued)
−Removed: The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of December 31, 2024 and September 30, 2024, respectively.
+Added: The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of March 31, 2025 and September 30, 2024, respectively.
Amount Accumulated
Amortization Net
−Removed: December 31, 2024
+Added: March 31, 2025
Indefinite-lived trade names $ 30,540 $ — $ 30,540
9 unchanged sentences
$ 581,691 $ ( 455,665 ) $ 126,026
−Removed: The net change in intangible assets during the three months ended December 31, 2024 primarily included the impact of foreign currency fluctuations during the period and additional amortization.
−Removed: Amortization expense on intangible assets was $ 8,608 and $ 9,795 for the three-month periods ended December 31, 2024 and 2023, respectively.
+Added: The net change in intangible assets during the six months ended March 31, 2025 primarily included the impact of foreign currency fluctuations during the period and additional amortization.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
+Added: (Dollar amounts in thousands, except per share data)
+Added: Goodwill and Other Intangible Assets (continued)
+Added: Amortization expense on intangible assets was $ 4,280 and $ 8,959 for the three-month periods ended March 31, 2025 and 2024, respectively.
+Added: Amortization expense on intangible assets was $ 12,888 and $ 18,754 for the six-month periods ended March 31, 2025 and 2024, respectively.
+Added: The fiscal 2025 decrease in intangible amortization primarily resulted from certain intangible assets within the SGK Brand Solutions segment reaching the end of their amortizable lives.
Amortization expense is estimated to be $ 14,049 for the remainder of fiscal 2025, $ 10,453 in 2026, $ 9,509 in 2027, $ 7,505 in 2028 and $ 6,531 in 2029.
4 unchanged sentences
The Company maintains the claims vaguely stated in the complaint are without merit and intends to vigorously defend itself against the allegations in the arbitration.
−Removed: In light of the substantial harm caused to the Company by Tesla's actions, the Company is now pursuing counterclaims against Tesla in that arbitration.
−Removed: On February 5, 2025, an arbitrator issued a decision on an arbitration demand filed by Matthews against Tesla in January 2024 seeking a declaratory ruling on certain contractual rights to Dry Battery Electrode (“DBE”) technology, know-how, and intellectual property under the terms and conditions of the agreement between Tesla and Matthews.
−Removed: This ruling acknowledged Matthews’ extensive background in advanced DBE manufacturing technology and affirmed that the Company has the right to sell its solutions to customers other than Tesla.
−Removed: The interim award issued by the arbitrator is subject to confirmation and a limited right of appeal.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
−Removed: (Dollar amounts in thousands, except per share data)
−Removed: Subsequent Events
−Removed: On January 7, 2025, subsequent to the date of the balance sheet, the Company entered into a definitive contribution agreement (the "Contribution Agreement") under which it will sell its interest in the SGK Brand Solutions business to a newly formed entity created by affiliates of Southern Graphics, Inc., which will combine the SGK Brand Solutions business with the Southern Graphics, Inc.
−Removed: Under the terms of the Contribution Agreement, at the closing of the proposed transactions, the Company will receive $ 250,000 in cash and $ 50,000 of preferred equity in the new entity.
−Removed: In addition, at the closing of the proposed transactions, the Company will receive a 40 % interest in the common equity of the new entity.
−Removed: Trade receivables under the Company's RPA will not be contributed to the new entity.
−Removed: The Company will also retain its European cylinders (packaging) business and other related investments following the closing of the proposed transactions.
−Removed: The proposed transactions are expected to be completed later this fiscal year, subject to customary closing conditions, including regulatory approvals.
−Removed: The foregoing summary of the Contribution Agreement and the transactions contemplated thereby is incomplete and is qualified in its entirety to the complete text of the Contribution Agreement, which was filed as Exhibit 2.1 to that Current Report on Form 8-K with the SEC on January 8, 2025.
−Removed: In January 2025, subsequent to the balance sheet date, the Company entered into an agreement for the acquisition of a Memorialization business for a purchase price of $ 57 million in cash.
−Removed: The purchase price is subject to customary post-closing adjustments.
−Removed: The acquisition, which is subject to certain closing conditions, is expected to be completed mid-2025.
+Added: 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.
+Added: patents and provisional patents, including but not limited to U.S.
+Added: Similar to the prior matter, the Company maintains the claims vaguely stated in the complaint filed on February 13, 2025 are also without merit and intends to vigorously defend itself against the allegations.
+Added: An estimate of the possible loss or range of loss related to both matters cannot be made at this time given the continued lack of specificity in the applicable pleadings and/or proceedings.
+Added: In light of the substantial harm caused to the Company by Tesla's actions, the Company is now pursuing counterclaims against Tesla.
Management's Discussion and Analysis of Financial Condition and Results of Operations
4 unchanged sentences
Such forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to be materially different from management's expectations, and no assurance can be given that such expectations will prove correct.
−Removed: Factors that could cause the Company's results to differ materially from the results discussed in such forward-looking statements principally include the possibility that the terms of the final award to be issued by the Arbitrator in the Tesla, Inc.
−Removed: ("Tesla") dispute may differ from the terms of the interim award issued by the Arbitrator and may be challenged, our ability to satisfy the conditions precedent to the consummation of the proposed joint venture transaction on the expected timeline or at all, our ability to achieve the anticipated benefits of the proposed joint venture transaction, uncertainties regarding future actions that may be taken by Barington in furtherance of its intention to nominate director candidates for election at the Company’s 2025 Annual Meeting, potential operational disruption caused by Barington’s actions that may make it more difficult to maintain relationships with customers, employees or partners, changes in domestic or international economic conditions, changes in foreign currency exchange rates, changes in interest rates, changes in the cost of materials used in the manufacture of the Company's products, including changes in costs due to adjustments to tariffs, any impairment of goodwill or intangible assets, environmental liability and limitations on the Company’s operations due to environmental laws and regulations, disruptions to certain services, such as telecommunications, network server maintenance, cloud computing or transaction processing services, provided to the Company by third-parties, changes in mortality and cremation rates, changes in product demand or pricing as a result of consolidation in the industries in which the Company operates, or other factors such as supply chain disruptions, labor shortages or labor cost increases, changes in product demand or pricing as a result of domestic or international competitive pressures, ability to achieve cost-reduction objectives, unknown risks in connection with the Company's acquisitions, divestitures and business combinations, cybersecurity concerns and costs arising with management of cybersecurity threats, effectiveness of the Company's internal controls, compliance with domestic and foreign laws and regulations, technological factors beyond the Company's control, impact of pandemics or similar outbreaks, or other disruptions to our industries, customers, or supply chains, the impact of global conflicts, such as the current war between Russia and Ukraine, the Company's plans and expectations with respect to its exploration, and contemplated execution, of various strategies with respect to its portfolio of businesses, the Company's plans and expectations with respect to its Board, and other factors described in Item 1A - "Risk Factors" in this Form 10-Q and Item 1A - "Risk Factors" in the Company's Form 10-K for the fiscal year ended September 30, 2024.
+Added: Factors that could cause the Company's results to differ materially from the results discussed in such forward-looking statements principally include our ability to satisfy the conditions precedent to the consummation of the proposed joint venture transaction on the expected timeline or at all, our ability to achieve the anticipated benefits of the proposed joint venture transaction, changes in domestic or international economic conditions, changes in foreign currency exchange rates, changes in interest rates, changes in the cost of materials used in the manufacture of the Company's products, including changes in costs due to adjustments to tariffs or trade wars, any impairment of goodwill or intangible assets, environmental liability and limitations on the Company’s operations due to environmental laws and regulations, disruptions to certain services, such as telecommunications, network server maintenance, cloud computing or transaction processing services, provided to the Company by third-parties, changes in mortality and cremation rates, changes in product demand or pricing as a result of consolidation in the industries in which the Company operates, or other factors such as supply chain disruptions, labor shortages or labor cost increases, changes in product demand or pricing as a result of domestic or international competitive pressures, ability to achieve cost-reduction objectives, unknown risks in connection with the Company's acquisitions, divestitures, and business combinations, cybersecurity concerns and costs arising with management of cybersecurity threats, effectiveness of the Company's internal controls, compliance with domestic and foreign laws and regulations, technological factors beyond the Company's control, impact of pandemics or similar outbreaks, or other disruptions to our industries, customers, or supply chains, the impact of global conflicts, such as the current war between Russia and Ukraine, the Company's plans and expectations with respect to its exploration, and contemplated execution, of various strategies with respect to its portfolio of businesses, the Company's plans and expectations with respect to its Board, and other factors described in Item 1A - "Risk Factors" in this Form 10-Q and Item 1A - "Risk Factors" in the Company's Form 10-K for the fiscal year ended September 30, 2024.
In addition, although the Company does not currently have any customers that would be considered individually significant to consolidated sales, changes in the distribution of the Company's products or the potential loss of one or more of the Company's larger customers are also considered risk factors.
14 unchanged sentences
The SGK Brand Solutions segment consists of brand management, pre-media services, printing plates and cylinders, imaging services, digital asset management, merchandising display systems, and marketing and design services primarily for the consumer goods and retail industries.
−Removed: Refer to Note 17, "Subsequent Event" in Item 1 - "Financial Statements" for a description of proposed transactions with respect to the SGK Brand Solutions business.
+Added: See Note 15, "Acquisitions and Divestitures" in Item 1 - "Financial Statements" for a description of certain anticipated transactions with respect to the SGK Brand Solutions business.
The Company's primary measure of segment profitability is adjusted earnings before interest, income taxes, depreciation and amortization ("adjusted EBITDA").
8 unchanged sentences
Management does not allocate non-operating items such as investment income, other income (deductions), net and noncontrolling interest to the segments.
−Removed: The following table sets forth the sales and adjusted EBITDA for the Company's three reporting segments for the three-month periods ended December 31, 2024 and 2023.
+Added: The following table sets forth the sales and adjusted EBITDA for the Company's three reporting segments for the three and six-month periods ended March 31, 2025 and 2024.
Refer to Note 14, "Segment Information" in Item 1 - "Financial Statements" for the Company's financial information by segment.
+Added: Net (loss) income was a loss of $8.9 million and income of $9.0 million for the three months ended March 31, 2025 and 2024, respectively, and a loss of $12.4 million and income of $6.7 million for the six months ended March 31, 2025 and 2024, respectively.
+Added: Refer to "Non-GAAP Financial Measures" below for a reconciliation of net (loss) income to adjusted EBITDA.
Three Months Ended
+Added: March 31, Six Months Ended
+Added: 2025 2024 2025 2024
(Dollar amounts in thousands)
13 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.