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What changed in MATTHEWS INTERNATIONAL CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MATTHEWS INTERNATIONAL CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+398 added−311 removedSource: 10-K (2025-11-21) vs 10-K (2024-11-22)

Top changes in MATTHEWS INTERNATIONAL CORP's 2025 10-K

398 paragraphs added · 311 removed · 228 edited across 10 sections

Item 1. Business

Business — how the company describes what it does

73 edited+59 added−26 removed89 unchanged
Biggest changeThe Company believes that its superior quality, broad product lines, innovative designs, delivery capability, customer responsiveness, experienced personnel and consumer-oriented merchandising systems are competitive advantages in its markets. Competition in the mausoleum construction industry includes various construction companies throughout North America and is based on design, quality and price.
Biggest changeThese are generally available in adequate supply from numerous suppliers. Competition from other manufacturers of memorial products is based on reputation, product quality, delivery, price, and design availability. The Company believes that its superior quality, broad product lines, innovative designs, delivery capability, customer responsiveness, experienced personnel and consumer-oriented merchandising systems are competitive advantages in its markets.
The business supplies high-tech machines to large global customers and develops solutions collaboratively with them to make their processes more resource-efficient and their products more sustainable. Production capabilities are available in Germany, the Czech Republic and the United States, with design and assembly in Germany, Switzerland, Czech Republic and the United States.
The business supplies high-tech machines to large global customers and develops solutions collaboratively with them to make their processes more resource-efficient and their products more sustainable. Production capabilities are available in Germany, the Czech Republic and the United States, with design and assembly in Germany, Switzerland, the Czech Republic and the United States.
New laws and regulations, including those which may relate to emissions of greenhouse gases, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up requirements could require the Company to incur costs or become the basis for new or increased liabilities that could have a material adverse effect on the Company's business, financial condition or results of operations. 14
New laws and regulations, including those which may relate to emissions of greenhouse gases, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up requirements could require the Company to incur costs or become the basis for new or increased liabilities that could have a material adverse effect on the Company's business, financial condition or results of operations.
The Company's reports filed or furnished with the SEC, including exhibits attached to such reports, are also available on the SEC's website at www.sec.gov. ITEM 1A. RISK FACTORS. There are inherent risks and uncertainties associated with the Company's businesses that could adversely affect its operating performance and financial condition.
The Company's reports filed or furnished with the SEC, including exhibits attached to such reports, are also available on the SEC's website at www.sec.gov. 9 ITEM 1A. RISK FACTORS. There are inherent risks and uncertainties associated with the Company's businesses that could adversely affect its operating performance and financial condition.
The Company’s principal concern is for the safety of its employees and other personnel, specifically those who are based in the affected region. The Company has employees who are based in Eastern Europe, including Russia and Ukraine, who may be affected by the ongoing hostilities. The Company additionally has property, plant and equipment in or around the affected region.
The Company’s principal concern is for the safety of its employees and other personnel, specifically those who are based in the affected region. The Company has employees who are based in Eastern Europe, including Russia, who may be affected by the ongoing hostilities. The Company additionally has property, plant and equipment in or around the affected region.
Compliance with environmental, health and safety legislation and regulatory requirements may prove to be more limiting and costly than the Company anticipates, and there is no assurance that significant expenditures related to such compliance may not be required in the future.
Compliance with environmental, health and safety legislation and regulatory requirements may prove to be more limiting and costly than the Company anticipates, and there is no assurance that significant expenditures related to such compliance will not be required in the future.
BUSINESS, (continued) REGULATORY MATTERS: The Company’s operations are subject to various federal, state and local laws and regulations requiring strict compliance, including, but not limited to, the protection of the environment. The Company has established numerous internal compliance programs to further ensure lawful satisfaction of the applicable regulations.
REGULATORY MATTERS: The Company’s operations are subject to various federal, state and local laws and regulations requiring strict compliance, including, but not limited to, the protection of the environment. The Company has established numerous internal compliance programs to further ensure lawful satisfaction of the applicable regulations.
BUSINESS, (continued) Matthews knows that when employees have opportunities to learn and grow, see how their goals and objectives lead to something greater and understand their part in the organization’s success, it helps build a place where people want to stay.
Matthews knows that when employees have opportunities to learn and grow, see how their goals and objectives lead to something greater and understand their part in the organization’s success, it helps build a place where people want to stay.
For further information on segments, see Note 21, "Segment Information" in Item 8 - "Financial Statements and Supplementary Data." Memorialization segment products are sold throughout the world, with the segment's principal operations located in North America, Europe, and Australia.
For further information on segments, see Note 22, "Segment Information" in Item 8 - "Financial Statements and Supplementary Data." Memorialization segment products are sold throughout the world, with the segment's principal operations located in North America, Europe, and Australia.
PATENTS, TRADEMARKS AND LICENSES: The Company holds a number of trademarks and in excess of 100 domestic and foreign patents for its products and related technologies. In addition, the Company maintains numerous trade secrets that further comprise its portfolio of intellectual property assets.
BUSINESS, (continued) PATENTS, TRADEMARKS AND LICENSES: The Company holds a number of trademarks and in excess of 100 domestic and foreign patents for its products and related technologies. In addition, the Company maintains numerous trade secrets that further comprise its portfolio of intellectual property assets.
The outputs of this annual process are presented first to the executive team, who then selects a cohort of future leaders to participate in comprehensive leadership programs designed to prepare leaders for enterprise roles, and then presented to the Matthews Board of Directors.
The outputs of this annual process are presented first to the executive team, which then selects a cohort of future leaders to participate in comprehensive leadership programs designed to prepare leaders for enterprise roles, and then presented to the Matthews Board of Directors.
The Company has grown, in part, through acquisitions and continues to evaluate acquisition, divestiture and business combination opportunities that have the potential to support and strengthen its businesses, and any such future acquisitions, divestitures or business combinations may be material.
The Company has evolved, in part, through acquisitions and continues to evaluate acquisition, divestiture and business combination opportunities that have the potential to support and strengthen its businesses, and any such future acquisitions, divestitures or business combinations may be material.
While the Company believes it has complied with its obligations in this regard and has not infringed on the intellectual property of third parties, the Company cannot assure that third parties will not assert claims, meritorious or otherwise.
While the Company believes it has complied with its obligations in this regard and has not infringed on the intellectual property of third parties, the Company cannot ensure that third parties will not assert claims, meritorious or otherwise.
RISK FACTORS, (continued) If the Company is unable to adequately protect the Company's intellectual property, the Company's business, financial condition or results of operations could be materially and adversely affected. Certain of the Company's businesses rely on various intellectual property rights, including patents, copyrights, trademarks and trade secrets, as well as confidentiality provisions and licensing arrangements, to establish proprietary rights.
If the Company is unable to adequately protect the Company's intellectual property, the Company's business, financial condition or results of operations could be materially and adversely affected. Certain of the Company's businesses rely on various intellectual property rights, including patents, copyrights, trademarks and trade secrets, as well as confidentiality provisions and licensing arrangements, to establish proprietary rights.
Extended lead times and shortages could impair the Company’s ability to meet its customer requirements, require the Company to pay higher prices or incur expedite fees or cause its customers to delay or forgo projects, which would harm Matthews’ business and negatively impact the Company’s gross margin and results of operations. 12 ITEM 1A.
Extended lead times and shortages could impair the Company’s ability to meet its customer requirements, require the Company to pay higher prices or incur expedite fees or cause its customers to delay or forgo projects, which would harm Matthews’ business and negatively impact the Company’s gross margin and results of operations.
RISK FACTORS, (continued) It also is possible that certain international contracts may include industrial cooperation agreements requiring specific in-country purchases, investments, manufacturing agreements or other financial obligations (known as offset obligations) and may provide for penalties if the Company fails to meet such requirements.
It also is possible that certain international contracts may include industrial cooperation agreements requiring specific in-country purchases, investments, manufacturing agreements or other financial obligations (known as offset obligations) and may provide for penalties if the Company fails to meet such requirements.
Failure to effectively integrate acquired businesses or effectively manage the remaining business or the combined business could prevent the realization of expected rates of return on the investment, including the achievement of cost-reduction objectives, and could have a negative effect on the Company's results of operations and financial condition. 13 ITEM 1A.
Failure to effectively integrate acquired businesses or effectively manage the remaining business or the combined business could prevent the realization of expected rates of return on the investment, including the achievement of cost-reduction objectives, and could have a negative effect on the Company's results of operations and financial condition.
AVAILABLE INFORMATION: The Company's principal executive offices are located at Two NorthShore Center, Pittsburgh, Pennsylvania 15212, its telephone number is (412) 442-8200 and its website is www.matw.com. The Company files or furnishes all required reports with the Securities and Exchange Commission ("SEC") in accordance with the Exchange Act.
AVAILABLE INFORMATION: The Company's principal executive offices are located at Two NorthShore Center, Pittsburgh, Pennsylvania 15212, its telephone number is (412) 442-8200 and its website is www.matw.com. The Company files or furnishes all required reports with the Securities and Exchange Commission ("SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Its diverse team of talented employees possess a vast array of skills including engineering, manufacturing, research and development, plant operations, production, logistics, creative design, photography and corporate functional services, including legal, information technology, human resources and finance.
Its diverse team of talented employees possesses a vast array of skills, including engineering, manufacturing, research and development, plant operations, production, logistics, creative design, and corporate functional services, including legal, information technology, human resources and finance.
The Company’s onboarding program reinforces its values and culture, supports its managers in creating a positive employee experience and rapid assimilation during the first 90 days which builds early commitment with all new hires. 8 ITEM 1.
The Company’s onboarding program reinforces its values and culture, supports its managers in creating a positive employee experience and rapid assimilation during the first 90 days which builds early commitment with all new hires.
The segment's products, which are sold principally in North America, Europe and Australia, include cast bronze memorials, granite memorials, caskets, cremation-related products, cremation and incineration equipment and other memorialization products. The segment also manufactures and markets architectural products that are used to identify or commemorate people, places, events and accomplishments.
The segment's products, which are sold principally in North America, Europe and Australia, include cast bronze memorials, granite memorials, caskets, cremation-related products, embalming chemicals and related tools/supplies, cremation and incineration equipment and other memorialization products. The segment also manufactures and markets architectural products that are used to identify or commemorate people, places, events and accomplishments.
Company-Specific Risk Factors: The Company's international sales and operations expose the Company to significant risks and failure to manage those risks could materially adversely impact the Company's business. The Company conducts business in more than 30 countries around the world, and in fiscal 2024 approximately 36% of the Company's sales were made from locations outside the United States.
Company-Specific Risk Factors: The Company's international sales and operations expose the Company to significant risks and failure to manage those risks could materially adversely impact the Company's business. The Company conducts business in more than 18 countries around the world, and in fiscal 2025 approximately 30% of the Company's sales were made from locations outside the United States.
Manufactured bronze and granite niche units are comprised of numerous compartments used to display cremation urns in mausoleums and churches. The Company also markets turnkey cremation gardens that include design and all related products for a cremation memorial garden. Customers of the Memorialization segment can purchase memorials and vases on a "pre-need" basis.
Manufactured bronze and 3 ITEM 1. BUSINESS, (continued) granite niche units are comprised of numerous compartments used to display cremation urns in mausoleums and churches. The Company also markets turnkey cremation gardens that include design and all related products for a cremation memorial garden. Customers of the Memorialization segment can purchase memorials and vases on a "pre-need" basis.
RISK FACTORS, (continued) Pandemics or similar outbreaks may cause unfavorable economic or market conditions, which could impact demand patterns, access to capital and/or disrupt global supply chains and manufacturing operations.
Pandemics or similar outbreaks may cause unfavorable economic or market conditions, which could impact demand patterns, access to capital and/or disrupt global supply chains and manufacturing operations.
The Company supports an annual leadership strategy cascade where each segment, division, group and team identify and align goals and objectives which serve as the basis for individual performance objectives, keeping employees firmly connected to the work and the Company’s collective success.
The Company supports an annual leadership strategy cascade where each segment, division, group and team identifies and aligns goals and objectives which serve as the basis for individual performance objectives, keeping employees firmly connected to the work and the Company’s collective success.
The Company believes this investment, which includes classroom learning, assessments, coaching/mentoring and real time strategic project application, both strengthens the organization for the future, while deepening the commitment of its top talent with prepared, ready talent to assume senior roles.
The Company believes this investment, which includes classroom learning, assessments, coaching/mentoring and real-time strategic project application, both strengthens the organization for the future, and deepens the commitment of its top talent to be prepared and ready to assume senior roles.
Foreign Corrupt Practices Act (the “FCPA”); • changes in legal and regulatory requirements; • policy changes by the United States and foreign governments affecting the markets for the Company’s products; • changes in tax laws, quotas, tariffs and other market barriers; • difficulties in protection and enforcement of intellectual property rights; • restrictions on the export or import of technology; • failure to comply with the foreign data protection laws, including the European Union’s General Data Protection Regulation (the “GDPR”) ; • failure to comply with foreign sustainability-related reporting requirements, including the European Corporate Sustainability Reporting Directive; • inadvertent transfers of export-controlled information due to increased cross-border technology transfers and the use of offshore computer servers; • transportation, including piracy in international waters; and • challenges relating to managing a global workforce with diverse cultures, backgrounds and labor laws. 10 ITEM 1A.
Foreign Corrupt Practices Act (the “FCPA”); • changes in legal and regulatory requirements; • policy changes by the United States and foreign governments affecting the markets for the Company’s products; • changes in tax laws, quotas, tariffs and other market barriers; • difficulties in protection and enforcement of intellectual property rights; • restrictions on the export or import of technology; • failure to comply with the foreign data protection laws, including the European Union’s General Data Protection Regulation (the “GDPR”) ; • failure to comply with foreign sustainability-related reporting requirements, including the European Corporate Sustainability Reporting Directive; • inadvertent transfers of export-controlled information due to increased cross-border technology transfers and the use of offshore computer servers; • transportation, including piracy in international waters; • competition from foreign businesses that do not have access to U.S. markets; and • challenges relating to managing a global workforce with diverse cultures, backgrounds and labor laws.
The Company cannot predict whether the assertions in the Tesla Complaint or other assertions of third-party intellectual property rights or claims arising from such assertions would substantially adversely affect the Company's business, financial condition and operating results.
Patent No. 12,136,727. The Company cannot predict whether the assertions in the Tesla Complaint or other assertions of third-party intellectual property rights or claims arising from such assertions would substantially adversely affect the Company's business, financial condition and operating results.
Such products are also used to commemorate events or accomplishments, such as military service or financial donations. The principal markets for the segment's architectural products are corporations, fraternal organizations, contractors, churches, hospitals, schools and government agencies.
Such products are also used to commemorate events or accomplishments, such as military service or financial donations. The principal markets for the segment's architectural 4 ITEM 1. BUSINESS, (continued) products are corporations, fraternal organizations, contractors, churches, hospitals, schools and government agencies.
The Company also enters into agreements with customers that authorizes the use of certain intellectual property through various licensing arrangements. 7 ITEM 1. BUSINESS, (continued) HUMAN CAPITAL RESOURCES: Introduction: The Company’s culture of Inspired Possibilities empowers global teams to think creatively to inspire change that favorably impacts outcomes for the Company's customers, clients, and one another.
The Company also enters into agreements with customers that authorize the use of certain intellectual property through various licensing arrangements. HUMAN CAPITAL RESOURCES: Introduction: The Company’s culture of Inspired Possibilities empowers global teams to think creatively to inspire change that favorably impacts outcomes for the Company's customers, clients, and one another.
Even if these matters do not result in litigation or are resolved in the Company's favor or without significant cash settlements, the time and resources necessary to resolve them could adversely affect the Company's business, reputation, financial condition and operating results.
Even if these matters do not result in litigation or are resolved in the Company's favor or without significant cash settlements, the time and 14 ITEM 1A. RISK FACTORS, (continued) resources necessary to resolve them could adversely affect the Company's business, reputation, financial condition and operating results.
For example, while the Company has attempted to work under the terms of its existing contracts with Tesla to affirm the ownership of its intellectual property, in June 2024, Tesla filed a complaint against the Company (the “Tesla Complaint”) alleging trade secret misappropriations under the Defend Trade Secrets Act (the “DTSA”) and California’s Uniform Trade Secrets Act (the “CUTSA”), breach of contract and unfair business practices relating to the Company’s dry battery electrode solutions.
For example, while the Company has attempted to work under the terms of its existing contracts with Tesla to affirm the ownership of its intellectual property, in June 2024, Tesla filed a complaint against the Company (the “Tesla Complaint”) alleging trade secret misappropriations under the Defend Trade Secrets Act (the “DTSA”) and the California Uniform Trade Secrets Act (the “CUTSA”), for breach of contract and unfair business practices relating to the dry battery electrode solutions arising from the Company's advanced rotary processing and calendering technologies.
Intellectual property infringement assertions by third parties, including those of Tesla, could result in significant costs and adversely affect the Company's business, financial condition, operating results and reputation. The Company actively manages its businesses to ensure compliance under contractual commitments with its customers, including matters related to intellectual property rights.
("Tesla"), could result in significant costs and adversely affect the Company's business, financial condition, operating results and reputation. The Company actively manages its businesses to ensure compliance under contractual commitments with its customers, including matters related to intellectual property rights.
For so long as the hostilities continue, and perhaps even thereafter as the situation unfolds, the Company may see increased volatility in financial markets, which may impact equity markets generally, including the Company’s stock price, and make it more difficult for the Company to raise additional capital at a strategically advantageous time, or for financing to be available upon acceptable terms.
While the hostilities continue, and perhaps even thereafter, the Company may see increased volatility in financial markets, which may impact equity markets generally, including the Company’s stock price, and make it more difficult for the Company to raise additional capital at a strategically advantageous time or to obtain financing upon acceptable terms.
In addition, increases in interest rates could limit the Company's ability to obtain additional indebtedness or debt refinancing on terms that the Company deems attractive, or at all, which could have a material and adverse effect on the Company's borrowing costs, profitability, liquidity and capital resources.
In addition, increases in interest rates could limit the Company's ability to obtain additional indebtedness or debt refinancing on terms that the Company deems attractive, or at all, which could have a material and adverse effect on the Company's borrowing costs, profitability, liquidity and capital resources. Borrowings under the Company’s credit facilities, including the domestic credit 10 ITEM 1A.
Products and services of the SGK Brand Solutions segment are sold throughout the world, with principal locations in North America, Europe and Asia. Memorialization: The Memorialization segment manufactures and markets a full line of memorialization products used primarily in cemeteries, funeral homes and crematories.
Prior to the sale of the Company's interest in the SGK Business, products and services of the Brand Solutions segment were sold throughout the world, with principal locations in North America, Europe and Asia. Memorialization: The Memorialization segment manufactures and markets a full line of memorialization products used primarily in cemeteries, funeral homes, and crematories.
Borrowings under the Company’s credit facilities, including the domestic credit facility, are subject to variable rates of interest and expose the Company to interest rate risk. The Company enters into interest rate swaps in order to achieve a mix of fixed and variable rate debt that it deems appropriate.
RISK FACTORS, (continued) facility, are subject to variable rates of interest and expose the Company to interest rate risk. The Company enters into interest rate swaps in order to achieve a mix of fixed and variable rate debt that it deems appropriate.
The segment also provides commissioning, training and user support for customers of incineration systems. The principal markets are municipalities or public/state agencies, the cremation industry and other industries that utilize incinerators for waste reduction and energy production.
Other services include commissioning, training, and user support for customers of incineration systems. The principal markets for these services are public agencies, the cremation industry and other industries that utilize incinerators for waste reduction and energy production.
The Company believes that, in general, its Industrial Technologies segment offers one of the broadest lines of products to address a wide variety of high-tech custom energy storage solutions, product identification and warehouse automation applications. SGK Brand Solutions: The SGK Brand Solutions segment provides packaging and brand experience solutions that simplify marketing, amplify brands and deliver value.
The Company believes that, in general, its Industrial Technologies segment offers one of the broadest lines of products to address a wide variety of high-tech custom energy storage solutions, product identification and warehouse automation applications.
Major raw materials for this segment's products include precision components, electronics, printing components, chemicals, steel, copper, and film all of which are presently available in adequate supply from various sources.
The Company owns a minority interest in distributors in Asia, Australia and Europe. Major raw materials for this segment's products include precision components, electronics, printing components, chemicals, steel, copper, and film all of which are presently available in adequate supply from various sources.
If the Company does not enforce, or is unsuccessful in enforcing, its intellectual property rights successfully, its competitive position may suffer, which could harm the Company's operating results and have a material adverse effect on the Company's business.
If the Company does not enforce, or is unsuccessful in enforcing, its intellectual property rights, its competitive position may suffer, which could harm the Company's operating results and have a material adverse effect on the Company's business. In addition, the Company's patents, copyrights, trademarks and other intellectual property rights, including its trade secrets, may not provide a significant competitive advantage.
Additionally, in recent years the Company has witnessed an increase in products manufactured offshore, primarily in China, and imported into the Company's U.S. markets. It is expected that these trends will continue and may affect the Company's future results of operations.
The Memorialization businesses generally operate in markets with ample supply capacity and demand which is correlated to death rates. Additionally, in recent years the Company has witnessed an increase in products manufactured offshore, primarily in China, and imported into the Company's U.S. markets. It is expected that these trends will continue and may affect the Company's future results of operations.
Detailed financial information relating to business segments and to domestic and international operations is presented in Note 21, "Segment Information" in Item 8 - "Financial Statements and Supplemental Data." Years Ended September 30, 2024 2023 2022 Sales to external customers: (Dollar amounts in thousands) Memorialization $ 829,731 $ 842,997 $ 840,124 Industrial Technologies 433,156 505,751 335,523 SGK Brand Solutions 532,850 532,148 586,756 Consolidated Sales $ 1,795,737 $ 1,880,896 $ 1,762,403 In fiscal 2024, approximately 66% of the Company's sales were made from North America, 29% were made from Europe, 4% were made from Asia, and 1% were made from other regions.
Detailed financial information relating to business segments and to domestic and international operations is presented in Note 22, "Segment Information" in Item 8 - "Financial Statements and Supplementary Data." Years Ended September 30, 2025 2024 2023 Sales to external customers: (Dollar amounts in thousands) Memorialization $ 809,514 $ 829,731 $ 842,997 Industrial Technologies 342,229 433,156 505,751 Brand Solutions 345,946 532,850 532,148 Consolidated Sales $ 1,497,689 $ 1,795,737 $ 1,880,896 In fiscal 2025, approximately 71% of the Company's sales were made from North America, 24% were made from Europe, 3% were made from Asia, and 2% were made from other regions.
Workforce Composition: As of October 31, 2024, the Company and its majority-owned subsidiaries employed over 11,000 people globally in 6 continents and more than 300 locations and 30 countries around the world.
Workforce Composition: As of October 31, 2025, the Company and its majority-owned subsidiaries employed over 5,500 people globally in four continents and more than 145 locations and 18 countries around the world.
Backlogs for warehouse automation and fulfillment systems generally vary in a range of up to four weeks for standard products, and are currently in the range of ten to twelve months for custom systems. 9 ITEM 1.
Backlogs for warehouse automation and fulfillment systems generally vary in a range depending on size of the project from several weeks up to ten to twelve months for custom systems. Backlogs for Product Identification are generally up to four weeks for standard products.
If Matthews concludes that any further goodwill or intangible asset values are impaired, for reasons that may include, but are not limited to, underperformance in one or more reporting segments against forecast levels; changes in the Company’s business strategy, structure, and/or the allocation of resources; the inability of acquisitions to achieve expected operating results; a decline in the Company’s stock price for a sustained period; a potential recession or other disruption; or interest rate increases or other factors, any resulting non-cash impairment charge could have a material adverse effect on Matthews’ business, results of operations and financial condition.
RISK FACTORS, (continued) forecast levels; changes in the Company’s business strategy, structure, and/or the allocation of resources; the inability of acquisitions to achieve expected operating results; a decline in the Company’s stock price for a sustained period; a potential recession or other disruption; or interest rate increases or other factors, any resulting non-cash impairment charge could have a material adverse effect on Matthews’ business, results of operations and financial condition.
BACKLOG: The Company's current backlog is expected to be substantially filled in fiscal 2025. Cremation and incineration equipment sales backlogs vary in a range of four to six months of sales. Backlogs vary in a range of approximately twelve to eighteen months of sales for mausoleums. Backlogs are generally in excess of a year for purpose-built machinery projects.
Cremation and incineration equipment sales backlogs vary in a range of four to six months of sales. Backlogs vary in a range of approximately nine to twelve months of sales for mausoleums. Backlogs are generally in excess of a year for purpose-built machinery projects.
Human crematory management/operations represent the actual operation and management of client-owned crematories. Cremation service and supplies consist of operator training, preventative maintenance and on-demand service work performed on various makes and models of equipment. This work can be as simple as replacing defective bulbs or as complex as complete reconstruction and upgrading or retrofitting on site.
Cremation service and supplies consist of operator training, preventative maintenance and on-demand service work performed on various makes and models of equipment. This work can be as simple as replacing defective bulbs or as complex as complete reconstruction and upgrading or retrofitting on site. Supplies are consumable items and replacement parts associated with normal crematory operations.
In addition, competitors might avoid infringement by designing around the Company's intellectual property rights or by developing non-infringing competing technologies. Intellectual property rights and the Company's ability to enforce them may be unavailable or limited in some countries which could make it easier for competitors to capture market share and could result in lost revenues.
Intellectual property rights and the Company's ability to enforce them may be unavailable or limited in some countries which could make it easier for competitors to capture market share and could result in lost revenues. Intellectual property infringement assertions by third parties, including those of Tesla, Inc.
See also "The Company faces additional global supply chain risks and risks of interruption of requisite logistics and transportation services, including as a result of the Company's reliance on limited suppliers and vendors for certain components, materials, and services." Due to the uncertainty relating to a pandemic or similar outbreak, the Company, its customers or its suppliers may be required, or believe that it is advantageous, to take precautionary measures intended to minimize the risk of a virus or disease spreading to employees, customers, and the communities in which they operate, and these measures could negatively impact the Company’s business.
RISK FACTORS, (continued) Due to the uncertainty relating to a pandemic or similar outbreak, the Company, its customers or its suppliers may be required, or believe that it is advantageous, to take precautionary measures intended to minimize the risk of a virus or disease spreading to employees, customers, and the communities in which they operate, and these measures could negatively impact the Company’s business.
Other specialized funeral home products such as urns, jewelry, interior panels, and stationery are also offered. 3 ITEM 1. BUSINESS, (continued) Metal caskets are made from various gauges of cold-rolled steel, stainless steel, copper and bronze.
The segment is the leading supplier of embalming chemicals, supplies, and instruments in North America. Other specialized funeral home products such as urns, jewelry, interior panels, and stationery are also offered. Metal caskets are made from various gauges of cold-rolled steel, stainless steel, copper and bronze.
The Company evaluates roles to ensure pay is at market rate, and offers annual incentive pay and a competitive benefit package. As a global company, adjustments are made for global and regional market demands. Talent Management: From onboarding to leadership development, Matthews believes that investing in its people leads to greater success.
As a global company, adjustments are made for global and regional market demands. 7 ITEM 1. BUSINESS, (continued) Talent Management: From onboarding to leadership development, Matthews believes that investing in its people leads to greater success.
The Company's competitive position may be harmed if it cannot detect infringement and enforce its intellectual property rights quickly or at all. In some circumstances, the Company may choose to not pursue enforcement because an infringer has a dominant intellectual property position or for other business reasons, such as the expense of litigation against a well-resourced adversary.
In some circumstances, the Company may choose to not pursue enforcement because an infringer has a dominant intellectual property position or for other business reasons, such as the expense of litigation against a well-resourced adversary. In addition, competitors might avoid infringement by designing around the Company's intellectual property rights or by developing non-infringing competing technologies.
Matthews has consistently advocated that mutual respect, valuing the worth of all people, doing what's right and celebrating diversity is essential to how the Company operates and the way it does business.
Matthews has consistently advocated that mutual respect, valuing the worth of all people, doing what's right and celebrating diversity is essential to how the Company operates and the way it does business. Aligned and designed to optimize the Company's HR Strategy, the D&I programming embraces, encourages, and enhances Matthews as an organization that is diverse in culture, talent, and geography.
Competitors in the architectural market are numerous and include companies that manufacture cast and painted signs, plastic materials, sand-blasted wood and other fabricated products. The Memorialization segment markets its casket products in the United States through a combination of Company-owned and independent casket distribution facilities. The segment's casket products are primarily sold through Company-owned distribution centers throughout the United States.
The Memorialization segment markets its casket products in the United States through a combination of Company-owned and independent casket distribution facilities. The segment's casket products are primarily sold through Company-owned distribution centers throughout the United States.
Talent Acquisition and Total Rewards: To continue to grow and compete in a highly competitive labor market, Matthews works hard to attract and select top talent through a compelling employment value proposition. The Company’s employment brand highlights its values including innovation, commitment to people culture, diversity, equity and inclusion, employee growth, and wellbeing.
The Company stands committed to a culture reflecting the people, clients, customers, and communities it serves. Talent Acquisition and Total Rewards: To continue to grow and compete in a highly competitive labor market, Matthews works hard to attract and select top talent through a compelling employment value proposition.
Similarly, the Company has employees based in the affected region and works with third-party providers from other parts of the world that may be affected by hostilities.
Similarly, the Company has employees based in the affected region and works with third-party providers from other parts of the world that may be affected by hostilities. Uncertainty relating to war or similar conflicts, including the current war between Russia and Ukraine, may adversely affect the Company's business, which could materially and adversely affect the Company's results of operations.
In addition, the Company's patents, copyrights, trademarks and other intellectual property rights, including its trade secrets, may not provide a significant competitive advantage. The Company may need to spend significant resources monitoring its intellectual property rights and may or may not be able to detect infringement by third parties.
The Company may need to spend significant resources monitoring its intellectual property rights and may or may not be able to detect infringement by third parties. The Company's competitive position may be harmed if it cannot detect infringement and enforce its intellectual property rights quickly or at all.
A portion of this segment's sales are outside the United States, sourced through the Company's subsidiaries in Sweden, Germany, Malaysia and China in addition to other international distributors. The Company owns a minority interest in distributors in Asia, Australia and Europe.
The Company also serves a wide variety of industrial markets, including metal fabricators, manufacturers of woven and non-woven fabrics, plastic, rubber and automotive products. A portion of this segment's sales are outside the United States, sourced through the Company's subsidiaries in Sweden, Germany, Malaysia and China in addition to other international distributors.
Supplies are consumable items and replacement parts associated with normal crematory operations. Waste incineration systems encompass both batch load and continuous feed, static, stepped-hearth and rotary systems for incineration of many waste types, as well as equipment for in-loading waste, out-loading ash and energy recovery.
Waste incineration systems encompass both batch-load and continuous-feed systems for incineration of many waste types, as well as mobile incineration systems, plus equipment for in-loading waste and energy recovery.
ITEM 1. BUSINESS, (continued) The Company manages its business under three reporting segments, Memorialization, Industrial Technologies, and SGK Brand Solutions. The following table sets forth reported sales for the Company's business segments for the past three fiscal years.
The following table sets forth reported sales for the Company's business segments for the past three fiscal years.
The segment also purchases copper, bronze, stainless steel, particleboard, corrugated materials, paper veneer, cloth, ornamental hardware and coating materials. Purchase orders or supply agreements are typically negotiated with steel suppliers that have demonstrated timely delivery, high quality material and competitive prices. Lumber is purchased from a number of sawmills and lumber distributors.
Purchase orders or supply agreements are typically negotiated with steel suppliers that have demonstrated timely delivery, high quality material and competitive prices. Lumber is purchased from a number of sawmills and lumber distributors. Raw materials used to manufacture cremation and incineration products consist principally of structural steel, sheet metal, electrical components, combustion devices and refractory materials.
For example, during the fiscal years ended September 30, 2024 and 2022, Matthews recorded a $16.7 million goodwill write-down with respect to its Surfaces and Engineering reporting unit and an $82.5 million goodwill write-down with respect to its SGK Brand Solutions reporting unit, respectively.
The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from future actual results of operations and cash flows. For example, during the fiscal year ended September 30, 2024, Matthews recorded a $16.7 million goodwill write-down with respect to its Surfaces and Engineering reporting unit.
The principal customers for the Company's marking and fulfillment systems products are manufacturers, suppliers and distributors of durable goods, building products, consumer goods manufacturers (including food and beverage processors) and producers of pharmaceuticals. The Company also serves a wide variety of industrial markets, including metal fabricators, manufacturers of woven and non-woven fabrics, plastic, rubber and automotive products.
The Company develops inks exclusively for the use with its marking equipment, which is critical to ensure ongoing equipment reliability and mark quality. The principal customers for the Company's marking and fulfillment systems products are manufacturers, suppliers and distributors of durable goods, building products, consumer goods manufacturers (including food and beverage processors) and producers of pharmaceuticals.
A portion of the revenue of the Industrial Technologies segment is attributable to the sale of consumables and replacement parts required by the marking, coding and tracking products sold by Matthews. The Company develops inks exclusively for the use with its marking equipment, which is critical to ensure ongoing equipment reliability and mark quality.
Customers for this business include some of the largest retail, e-commerce, and third-party logistics companies in the United States. A portion of the revenue of the Industrial Technologies segment is attributable to the sale of consumables and replacement parts required by the marking, coding and tracking products sold by Matthews.
BUSINESS, (continued) Raw materials used by the Memorialization segment to manufacture memorials consist principally of bronze and aluminum ingot, granite, sheet metal, coating materials, photopolymers and construction materials and are generally available in adequate supply. Ingot is obtained from various North American, European and Australian smelters. The primary materials required for casket manufacturing are cold-rolled steel and lumber.
These products are sold to and distributed through a network of independent dealers including sign suppliers, awards and recognition companies, and trophy dealers. Raw materials used by the Memorialization segment to manufacture memorials consist principally of bronze and aluminum ingot, granite, sheet metal, coating materials, photopolymers and construction materials and are generally available in adequate supply.
Matthews continually improves its EHS management system and performance by setting measurable EHS objectives and targets, regularly reviewing progress, and implementing corrective actions when necessary. A safe and healthy work environment can only be achieved through active participation. Employees at all levels are encouraged and empowered to report hazards, participate in safety programs, and suggest improvements.
A safe and healthy work environment can only be achieved through active participation. Employees at all levels are encouraged and empowered to report hazards, participate in safety programs, and suggest improvements. 8 ITEM 1. BUSINESS, (continued) BACKLOG: The Company's current backlog is expected to be mostly filled in fiscal 2026.
The segment offers cremation systems, crematory management, and cremation service and supplies to the pet and human sector, and standard and specialized incineration systems, including abated filtration systems to satisfy strict environmental requirements.
The segment offers cremation systems, and cremation service and supplies, to the pet and human sector, and standard and specialized incineration systems. The primary market areas for these products and services are North America and Latin America.
Significant raw material price increases that cannot be mitigated by selling price increases or productivity improvements will negatively affect the Company's results of operations. 11 ITEM 1A. RISK FACTORS, (continued) The Company's balance sheet includes a significant amount of goodwill and intangible assets.
Significant raw material price increases that cannot be mitigated by selling price increases or productivity improvements will negatively affect the Company's results of operations. Changes to U.S. trade policy, including new or increased tariffs and changing import/export regulations, could have a material adverse effect on the Company's operating results .
The Company’s selection process includes key behavioral questions that help select the right people for the right roles which helps ensure cultural alignment. Matthews understands the highly competitive market for talent and believes that to attract and retain top talent, it must offer competitive pay and benefit programs.
The Company’s employment brand highlights its values including innovation, commitment to people culture, diversity, equity and inclusion, employee growth, and wellbeing. The Company’s selection process includes key behavioral questions that help select the right people for the right roles which helps ensure cultural alignment.
Warehouse automation systems complement the tracking and distribution of a customer's products with automated order fulfillment technologies, and controls for material handling systems. Material handling customers include some of the largest retail, e-commerce, and third-party logistics companies in the United States.
Warehouse automation systems provide the tracking and distribution of a customer's products with software for warehouse execution systems ("WES") and warehouse control systems ("WCS"), order fulfillment technologies, and controls for material handling systems. The fulfillment technologies automate picking, kitting, sorting, assembly, and other material handling tasks.
See Note 23, "Goodwill and Other Intangible Assets" in Item 8 - “Financial Statements and Supplementary Data” for further details.
See Note 24, "Goodwill and Other Intangible Assets" in Item 8 - “Financial Statements and Supplementary Data” for further details. If Matthews concludes that any further goodwill or intangible asset values are impaired, for reasons that may include, but are not limited to, underperformance in one or more reporting segments against 11 ITEM 1A.
Matthews’ global D&I Council, representative of the Company's diverse workforce from all businesses, regions and cultures, along with multiple local councils and Employee Resource Groups (“ERGs”) focus on priorities across four key pillars: Infrastructure, Employee Engagement, Talent Acquisition, and Community.
The program focuses on priorities across four key pillars: Infrastructure, Employee Engagement, Talent Acquisition, and Community. Central to these efforts is representing the Company’s diversity across businesses, regions, and cultures. Additional efforts include awareness and education programs, Employee Resource Groups (“ERGs”), and external partnerships that strengthen recruiting and professional development opportunities.
Removed
The primary market areas for these products and services are North America and Europe, although the segment also sells into Latin America and the Caribbean, Australia, Africa, the Middle East and Asia.
Added
ITEM 1. BUSINESS, (continued) 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.
Removed
The principal markets for these products are animal and medical waste disposal, oil and gas "work camp" wastes, industrial wastes and bio-mass generators, as well as destruction of low-volume, high-value waste types such as contraband and pharmaceutical products. Environmental and energy systems include emissions filtration units, waste heat recovery equipment, waste gas treatment products, as well as energy recovery.
Added
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
These products are sold to and distributed through a network of independent dealers including sign suppliers, awards and recognition companies, and trophy dealers. 4 ITEM 1.
Added
On May 1, 2025, the Company contributed the vast majority of its Brand Solutions segment (the "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.
Removed
Raw materials used to manufacture cremation and incineration products consist principally of structural steel, sheet metal, electrical components, combustion devices and refractory materials. These are generally available in adequate supply from numerous suppliers. Competition from other manufacturers of memorial products is based on reputation, product quality, delivery, price, and design availability.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

7 edited+29 added−23 removed17 unchanged
Biggest changeThe Company's results of operations could be adversely affected by labor shortages, turnover and labor cost increases. Labor is a significant component of the Company's operations.
Biggest changeAny failure to comply with or violation of the various laws, regulations and standards to which the Company is subject could individually or in the aggregate have a material adverse effect on the Company's business, financial condition, results of operations and cash flows. The Company's results of operations could be adversely affected by labor shortages, turnover and labor cost increases.
RISK FACTORS, (continued) If the Company fails to maintain effective internal controls over financial reporting at a reasonable assurance level, the Company may not be able to accurately report the Company's financial results, and may require the restatement of previously published financial information, which could have a material adverse effect on the Company's operations, investor confidence in the Company's business and the trading price of the Company's securities.
If the Company fails to maintain effective internal controls over financial reporting at a reasonable assurance level, the Company may not be able to accurately report the Company's financial results, and may require the restatement of previously published financial information, which could have a material adverse effect on the Company's operations, investor confidence in the Company's business and the trading price of the Company's securities.
Any such developments may subject Matthews to material fines and other monetary penalties and damages, divert management’s time and attention, and lead to enhanced regulatory oversight, all of which could have a material adverse effect on the Company’s business and results of operations. 16 ITEM 1A.
Any such developments may subject Matthews to material fines and other monetary penalties and damages, divert management’s time and attention, and lead to enhanced regulatory oversight, all of which could have a material adverse effect on the Company’s business and results of operations.
Several factors may adversely affect the labor force available to Matthews or increase labor costs (i.e., labor rates and overtime levels), including high employment levels, unemployment subsidies, increased wages offered by other employers, vaccine mandates and other government regulations and the Company’s responses thereto.
Labor is a significant component of the Company's operations. Several factors may adversely affect the labor force available to Matthews or increase labor costs (i.e., labor rates and overtime levels), including high employment levels, unemployment subsidies, increased wages offered by other employers, vaccine mandates and other government regulations and the Company’s responses thereto.
Although the Company is not aware of any significant incidents to date, if it is unable to prevent, detect and timely remediate such security or privacy breaches, its operations could be disrupted or the Company may suffer legal claims, loss of reputation, financial loss, property damage, or regulatory penalties because of lost or misappropriated information.
RISK FACTORS, (continued) any significant incidents to date, if it is unable to prevent, detect and timely remediate such security or privacy breaches, its operations could be disrupted or the Company may suffer legal claims, reputational damage, financial loss, property damage, or regulatory penalties because of lost or misappropriated information.
Security breaches of the Company's network or data including physical or electronic break-ins, vendor service outages, computer viruses, attacks by hackers or similar breaches can create system disruptions, shutdowns, or unauthorized disclosure of confidential information.
Security breaches of the Company's network or data, including physical or electronic break-ins, vendor service outages, computer viruses, attacks by hackers or similar breaches, can create system disruptions, shutdowns, or unauthorized disclosure of confidential information. Although the Company is not aware of 18 ITEM 1A.
Changing laws and regulations relating to privacy, information security and data protection could increase the Company's costs, and the failure to comply with such laws and regulations could result in significant business disruptions, litigation or enforcement actions.
Notwithstanding such shifts, failure to comply with such laws and regulations or the occurrence of unforeseen developments such as litigation, investigations, governmental proceedings or enforcement actions could adversely affect the Company's business.
Removed
ITEM 1A. RISK FACTORS, (continued) The Company relies on third parties and their systems for a variety of services, including significant information technology services, and the failure of these third parties to provide these services could disrupt the Company's business.
Added
ITEM 1A. RISK FACTORS, (continued) claims made by activist shareholders in connection with a proxy contest or otherwise may harm the Company's reputation, damage the Company's relations with customers, employees and business relations such as suppliers, or otherwise impair the Company's business.
Removed
The Company has entered into agreements with a variety of third-party providers for information technology services, including telecommunications, network server maintenance, cloud computing and transaction processing services. In addition, Matthews has agreements through which it has outsourced certain activities related to the operations of the Company’s business segments.
Added
In addition, pursuit of an activist shareholder’s agenda may adversely affect the Company's ability to effectively implement the Company's business strategy and create additional value for the Company's shareholders. Activist investors may seek to influence the Company's corporate strategy, governance, capital allocation, or structure through public campaigns, proxy contests, or direct engagement with the Company's Board of Directors.
Removed
A provider’s ability to provide services could be disrupted for a variety of reasons, including, among others, software errors or design faults, human error, security breaches, power loss, telecommunications failures, equipment failures, electrical disruptions, labor issues, vandalism, fire, flood, extreme weather, terrorism and other events beyond their control.
Added
While the Company values constructive input from shareholders, actions by activist investors could result in significant disruption to the Company's operations, divert management attention, and lead to short-term decision-making that may not align with the Company's long-term strategic goals. In particular, activist investors may advocate for a breakup of the Company through spin-offs, divestitures, or other structural changes.
Removed
If one or more of Matthews’ providers is unable to provide adequate or timely services, the Company’s ability to deliver products and services to customers could be adversely affected. Matthews cannot completely eliminate the risk of such disruptions, many of which are impacted by events outside of the Company’s control.
Added
While such proposals may be positioned as enhancing shareholder value, there is no assurance that any resulting transactions would be successful or in the best interests of all shareholders.
Removed
Any significant disruption could harm the Company’s business, including damage to brands and loss of customers.
Added
A breakup could result in: Loss of operational synergies and scale efficiencies; Increased costs associated with separation, including legal, tax, and restructuring expenses; Reduced strategic flexibility and competitive positioning; Potential adverse impacts on employee morale, retention, and recruitment; Market uncertainty and volatility in the Company's stock price.
Removed
Additionally, although Matthews believes that most of these services are available from numerous sources, a failure to perform by one or more of the providers could cause a material disruption in the Company’s business and an increase in expense while it works to obtain alternative services.
Added
Moreover, if a breakup is pursued under pressure rather than through a deliberate strategic process, it may lead to suboptimal outcomes, including undervaluation of assets or businesses, weakened financial performance, and diminished shareholder returns. These risks could materially and adversely affect the Company's business, financial condition, and results of operations.
Removed
Additionally, while the Company has policies and procedures for managing these relationships, they inherently involve a lesser degree of control over business operations, governance and compliance, thereby potentially increasing the profiles of Matthews’ financial, legal, reputational and operational risks.
Added
The market price for the Company's common stock has experienced significant price and volume volatility and is likely to continue to experience significant volatility in the future. This volatility may impair the ability to finance strategic transactions with the Company's stock and otherwise harm the Company's business.
Removed
If the Company is unable to keep pace with technological changes, some of which are beyond the Company's control, the Company may not be able to maintain the Company's competitive position. The Company operates in certain markets in which technological product development contributes to its ability to compete effectively.
Added
The Company's stock price has experienced significant price and volume volatility for the past several years, and the Company's stock price is likely to experience significant volatility in the future.
Removed
There can be no assurance that the Company will be able to develop new products, that new products can be manufactured and marketed profitably, or that new products will successfully meet the expectations of customers.
Added
The trading price of the Company's common stock may be influenced by factors beyond the Company's control, such as the volatility of the financial markets, uncertainty surrounding domestic and foreign economies, conditions and trends in the markets the Company serves, changes in the estimation of the future size and growth rate of the Company's markets, publication of research reports, and recommendations by financial analysts relating to the Company's business, the business of competitors, or the industries in which the Company operates and compete, changes in market valuation or earnings of competitors, legislation or regulatory policies, practices, or actions, sales of the Company's common stock by principal shareholders, actions or other announcements by activist shareholders regarding the Company's business or the trading price of the Company's common stock, and the trading volume of the Company's common stock.
Removed
The Company is subject to many data privacy, data protection, and data breach notification laws, including the GDPR, which became effective in May of 2018, and the California Consumer Privacy Act (the "CCPA"), which became effective in January 2020. The GDPR and the CCPA contain comprehensive data protection compliance requirements.
Added
The historical market prices of the Company's common stock may not be indicative of future market prices and the Company may be unable to sustain or increase the value of the Company's common stock. The Company has historically used equity incentive compensation as part of the Company's overall compensation arrangements.
Removed
Complying with the GDPR and the CCPA may continue to cause the Company to incur substantial operational costs or require the Company to change certain of its business practices in certain jurisdictions.
Added
The effectiveness of equity incentive compensation in retaining key employees may be adversely impacted by volatility in the Company's stock price. Significant declines in the Company's stock price may also interfere with the ability, if needed, to raise additional funds through equity financing or to finance strategic transactions with the Company's stock.
Removed
The Company’s measures to assess the requirements of, and to comply with, the GDPR and the CCPA, as well as new and existing data-related laws and regulations of other jurisdictions, could be challenged, including by authorities that regulate data-related compliance.
Added
In addition, there may be increased risk of securities litigation following periods of fluctuations in the Company's stock price. Securities class action lawsuits are often brought against companies after periods of volatility in the market price of their securities.
Removed
The Company’s ongoing compliance measures could result in the incurrence of significant expense in facilitating and responding to regulatory investigations, and if the measures initiated by the Company are deemed to be inadequate, the Company could be subject to litigation or enforcement actions that may require operational changes, fines, penalties or damages, which could have an adverse impact on the Company’s business or results of operations.
Added
These and other consequences of volatility in the Company's stock price which could be exacerbated by macroeconomic conditions that affect the market generally, or the Company's industries in particular, could have the effect of diverting management’s attention and could materially harm the Company's business.
Removed
Future tax law changes and/or interpretation of existing tax laws may adversely affect the Company's effective income tax rate and require adjustments to the Company's tax estimates. Matthews is subject to domestic and international tax laws and cannot predict the scope or effect of future tax law changes. Domestically, the U.S.
Added
The Company's Amended and Restated Articles of Incorporation grants the Company's board of directors the power to designate and issue additional shares of common and/or preferred stock. The Company's authorized capital consists of 70,000,000 shares of common stock and 10,000 shares of preferred stock.
Removed
Department of Treasury has broad authority to issue regulations and interpretive guidance. The Company has applied available guidance to estimate its tax obligations, but new guidance may cause the Company to make adjustments to its tax estimates in future periods. The Company operates in a regulated environment that requires the Company's compliance with laws and regulations.
Added
In addition, there are authorized 30,000,000 shares of Class B Common Stock, none of which are outstanding and all of which have previously converted into shares of Class A Common Stock and may not be reissued.
Removed
Non-compliance could subject the Company to sanctions and materially adversely affect the Company's business. Due to the international scope of the Company's operations, Matthews is subject to a complex system of commercial and trade regulations around the world, and the Company's foreign operations are governed by laws, rules and business practices that often differ from those of the United States.
Added
The Company's preferred stock may be designated into series pursuant to authority granted by the Company's Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), and on approval from the Company's board of directors (the “Board of Directors” or “Board”).
Removed
The Company cannot predict the nature, scope or effect of future regulatory requirements to which the Company's operations might be subject or the manner in which existing laws might be administered or interpreted, which could have a material and negative impact on the Company's business and results of operation.
Added
The Board of Directors, without any action by the Company's common shareholders, may designate and issue additional shares of preferred stock in such classes or series as it deems appropriate and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights.
Removed
For example, recent years have seen an increase in the development and enforcement of laws and regulations regarding trade compliance, economic sanctions, anti-money laundering, and anti-corruption, such as the FCPA and similar laws in other countries.
Added
The rights of holders of other classes or series of stock that may be issued could be superior to the rights of holders of the Company's common stock. The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to shares of the Company's common stock. 17 ITEM 1A.
Removed
While Matthews maintains a variety of internal policies and controls and takes steps, including periodic training and internal audits, that the Company believes are reasonably calculated to discourage, prevent and detect violations of such laws, the Company cannot guarantee that such actions will be effective or that individual employees will not engage in inappropriate behavior in contravention of the Company's policies and instructions.
Added
RISK FACTORS, (continued) Provisions of the Company's charter documents or Pennsylvania law could discourage, delay or prevent the Company from being acquired even if being acquired would be beneficial to the Company's shareholders and could make it more difficult to change management.
Removed
Such conduct, or even the allegation thereof, could result in costly investigations and the imposition of severe criminal or civil sanctions, could disrupt the Company's business, and could materially and adversely affect the Company's reputation, business and results of operations or financial condition. 15 ITEM 1A.
Added
The Articles and the Amended and Restated Bylaws contain a number of provisions relating to corporate governance and to the rights of the Company’s shareholders. Certain of these provisions may have a potential “anti-takeover” effect by delaying, deferring or preventing a change of control of the Company. In addition, certain provisions of Pennsylvania law may have a similar effect.
Removed
RISK FACTORS, (continued) Further, the Company is subject to laws and regulations worldwide affecting its operations outside the United States in areas including, but not limited to, intellectual property ownership and infringement, tax, customs, import and export requirements, economic sanctions, anti-money laundering, anti-corruption and anti-bribery, foreign exchange controls and cash repatriation restrictions, foreign investment, data privacy requirements, anti-competition, pensions and social insurance, employment, and environment, health, and safety.
Added
See “Anti-takeover Effect of the Company’s Governing Documents and Pennsylvania Business Corporation Law” included in the Description of Securities filed as Exhibit 4.4 to this Annual Report on Form 10-K for a description of such provisions.
Removed
Compliance with these laws and regulations may be onerous and expensive and requirements may differ among jurisdictions. Further, the promulgation of new laws, changes in existing laws and abrogation of local regulations by national laws may have a negative impact on the Company's business and prospects.
Added
Such provisions may have the effect of delaying or preventing a change in control of the Company, even if such transaction would be beneficial to most or all of the shareholders.
Removed
In addition, certain laws and regulations are relatively new and their interpretation and enforcement involve significant uncertainties. There can be no assurance that any of these factors will not have a material adverse effect on the Company's business, results of operations or financial condition.
Added
The Company is subject to various risks related to the local and international nature of the Company's business, including domestic and foreign laws, regulations and standards. In recent years, there have been significant shifts in governments’ priorities with respect to enforcing such laws, regulations and standards.
Added
In recent years, a number of new laws and regulations have been adopted, new executive orders have been announced, and there has been expanded enforcement of certain existing laws and regulations by federal, state and local agencies.
Added
These laws and regulations, and related interpretations and enforcement activity, may change as a result of a variety of factors, including political, economic or social events.
Added
For example, since taking office, the current administration of the U.S. government has sought to adopt new regulations and policies and to suspend, revise or rescind prior policies that are identified as conflicting with the administration’s position, which has resulted in increased regulatory uncertainty.
Added
Any changes in, expanded enforcement of, or adoption of new federal, state or local laws and regulations could increase the Company's costs of doing business or impact the Company's operations.
Added
Failure to comply with any of these laws, regulations and standards has in the past and may in the future result in civil, criminal, monetary and non-monetary penalties as well as potential damage to the Company's reputation.
Added
Furthermore, while the Company has implemented policies and procedures designed to facilitate compliance with these laws, regulations and standards, there can be no assurance that associates, contractors or agents will not violate such laws, regulations and standards or the Company's policies.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

12 edited+17 added−0 removed3 unchanged
Biggest changeContracts with third-party service providers contain appropriate protective provisions for the Company including audit rights, third-party notification obligations, and security requirements for the retention of data. Matthews maintains a cybersecurity Incident Response Plan.
Biggest changeContracts with third-party service providers contain appropriate protective provisions for the Company including audit rights, third-party notification obligations, and security requirements for the retention of data. The Company regularly deploys mandatory cybersecurity training courses to all employees, and all new hires are required to take cybersecurity training when they receive their Company computer.
As part of its risk management process, the Matthews management team also identifies, assesses and evaluates risks impacting the Company’s operations, including those risks related to cybersecurity, and raises them for internal discussion, and where it is determined to be appropriate, issues are also raised to the Board of Directors for consideration. 18
As part of its risk management process, the Matthews management team also identifies, assesses and evaluates risks impacting the Company’s operations, including those risks related to cybersecurity, and raises them for internal discussion, and where it is determined to be appropriate, issues are also raised to the Board of Directors for consideration. 21
As of the filing of this Form 10-K, the Company is not aware of any such attacks that have occurred since the beginning of fiscal 2024 that have materially affected, or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition.
As of the filing of this Form 10-K, the Company is not aware of any such attacks that have occurred since the beginning of fiscal 2025 that have materially affected, or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition.
The CIO, Director of IT Security, and the Company's cybersecurity team have decades of experience in various roles managing information security, developing cybersecurity strategy, and implementing, planning and operationalizing a comprehensive global IT infrastructure.
The CIO, CISO, and the Company's cybersecurity team have decades of experience in various roles managing information security, developing cybersecurity strategy and implementing, planning and operationalizing a comprehensive global IT infrastructure.
The Chief Information Officer (“CIO”) and Director of IT Security provide regular reports to the Audit Committee, which include information about cyber-risk management, the effectiveness of the Company's cybersecurity framework, direct or emerging threats to the Company, program maturity and strategy, third-party risk management, and benchmarking against its industry peers.
The Chief Information Officer (“CIO”) and CISO provide regular reports to the Audit Committee, which include information about cyber-risk management, the effectiveness of the Company's cybersecurity framework, direct or emerging threats to the Company, program maturity and strategy, third-party risk management, and benchmarking against its industry peers.
ITEM 1C. CYBERSECURITY, (continued) Matthews uses a number of means to assess cyber risks related to its third-party service providers, including processes governing interconnections with third-party systems and regular review of critical vendors’ cybersecurity positions for potential risks. Third-party service provider assessments begin during onboarding and continue throughout the relationship, based upon an assessment of third-party risk.
Matthews uses a number of means to assess cyber risks related to its third-parties, including processes governing interconnections with third-party systems and regular review of critical vendors’ cybersecurity positions for potential risks. Third-party service provider assessments begin during onboarding and continue throughout the relationship, based upon an assessment of third-party risk.
The Director of IT Security is responsible for the day-to-day management of the cybersecurity program, including the prevention, detection, investigation, response to, and recovery from cybersecurity threats and incidents. With the support of legal, the Director of IT Security is responsible for global regulatory compliance related to cybersecurity regulations and industry standards.
The CISO is responsible for the day-to-day management of the cybersecurity program, including the prevention, detection, investigation, response to, and recovery from cybersecurity threats and incidents. With the support of legal, the CISO is responsible for global regulatory compliance related to cybersecurity regulations and industry standards.
The Director of IT Security also advises on the implementation of cybersecurity risk management in the Company’s products and services as they are being developed.
The CISO also advises on the implementation of cybersecurity risk management in the Company’s products and services as they are being developed.
Security breach incidents and breakdowns of information technologies, or failure to comply with laws governing data privacy and data protection, could disrupt the Company's operations, subject the Company to legal claims, and impact the Company's financial results.” Governance Board of Directors Oversight Cybersecurity risks are overseen by the Audit Committee of the Board of Directors of the Company.
Security breach incidents and breakdowns of information technologies, or failure to comply with laws governing data privacy and data protection, could disrupt the Company's operations, subject the Company to legal claims, and impact the Company's financial results.” Governance Board of Directors Oversight At Matthews, the Audit Committee of the Board of Directors is responsible for overseeing the Company's cybersecurity risk management efforts.
Management’s Role Managing Risk Matthews’ CIO and Director of IT Security are primarily responsible for assessing and managing material risks from cybersecurity threats. The CIO reports directly to the Company’s Chief Financial Officer, and the Director of IT Security reports to the CIO.
Management’s Role Managing Risk Matthews’ CIO and CISO are primarily responsible for assessing and managing cybersecurity risks. The CIO reports directly to the Company’s Chief Financial Officer, and the CISO reports to the CIO.
In the event of a cybersecurity incident, designated personnel including members of Information Technology ("IT"), finance, legal, communications, human resources and any affected unit or department are responsible for assessing the severity of an incident and associated threat, containing the threat, remediating the threat, including recovery of data and access to systems, analyzing any reporting obligations associated with the incident, and performing post-incident analysis and program enhancements.
CYBERSECURITY, (continued) affected unit or department are responsible for assessing the severity of an incident and associated threat, containing the threat, remediating the threat, including recovery of data and access to systems, analyzing any reporting obligations associated with the incident, and performing post-incident analysis and program enhancements.
The Audit Committee and the Board of Directors oversee and periodically review the design and effectiveness of the Company’s cybersecurity program, as well as its contingency plans.
The Company’s Audit Committee regularly reviews and evaluates cybersecurity risks, the design and effectiveness of the Company’s cybersecurity program, as well as its contingency plans, and the procedures and policies implemented by management to identify, manage, and mitigate such risks.
Added
ITEM 1C. CYBERSECURITY, (continued) Risk Management and Strategy Matthews uses a risk-based, cross-functional approach to manage risks from cybersecurity threats according to the nature and sensitivity of the data and the criticality of the systems to operations.
Added
In general, Matthews focuses on preserving the confidentiality, security, and availability of its information and information systems and mitigating and responding effectively to cybersecurity incidents and threats. Matthews’ approach to information security follows a defense-in-depth methodology in which security is embedded throughout system architecture.
Added
The Company’s cybersecurity framework leverages internationally recognized Center for Internet Security (CIS v.8) standard and other internationally recognized frameworks. Technical controls rely on proven technologies, such as network-based intrusion detection systems, next generation firewalls with advanced threat detection, secure server networks, demilitarized zones, and endpoint detection and response capabilities.
Added
Security techniques, such as encryption at rest and encryption in transit, are used to incorporate relevant practices. The Company also has policies and procedures in place designed to maintain compliance with relevant cybersecurity and data privacy laws and regulations in the jurisdictions in which the Company operates, such as the European Union GDPR and the California Consumer Privacy Act.
Added
Continuous monitoring of the Company’s networks and systems for threats and vulnerabilities is a key component of its strategy, supported by the analysis of threat intelligence from external sources. This multi-layered approach enables early detection and facilitates prompt response to potential cybersecurity threats.
Added
Matthews regularly reviews and updates its cybersecurity strategies, policies and procedures, taking into consideration the latest advancements in cybersecurity practices and changes to the threat landscape. The Company also maintains a vulnerability management program where cybersecurity risks are identified, classified, and addressed and periodically conducts penetration testing through an independent third-party assessor.
Added
Matthews continues to invest in internal and external tools to better detect, patch, monitor, and restore systems. However, patch and vulnerability management, including for products and information assets, remains a complex and key risk that may lead to future exploits, security breaches and service disruption.
Added
Matthews also integrates security measures into its digital products and services, although product security risks and legal compliance requirements will both continue to evolve and grow more complex. The Company’s product security efforts are informed in part by key tenets of various industry security standards.
Added
As part of its efforts, Matthews conducts risk assessments and prioritizes security validation for certain of its products. The Company conducts cybersecurity tabletop exercises to enhance mitigating controls and incident response preparedness.
Added
When management deems it advisable, the Company engages third parties, including consultants, advisors, auditors and legal counsel, to assist with security and maturity assessments, security operations, employee training and awareness, compliance, penetration testing, network and endpoint monitoring, threat intelligence, and vulnerability management.
Added
The Company’s cybersecurity risk management processes extend to the oversight and identification of cybersecurity threats presented by third-parties, including vendors, service providers and other external users of its systems, as well as the systems of third parties that could adversely impact the Company’s business in the event of a cybersecurity incident affecting those third-party systems.
Added
Failure to complete the training in a timely fashion results in the employee’s system access being suspended until completion. Management also regularly conducts "phishing" exercises to test the effectiveness of its training programs. The results of these exercises are reported to the Audit Committee. Employees also receive frequent newsletters highlighting cybersecurity developments as well as targeted email messages, as appropriate.
Added
Matthews maintains a cybersecurity Incident Response Plan and establishes cybersecurity contingency plans that outline roles, responsibilities, and procedures for handling cybersecurity incidents. In the event of a cybersecurity incident, designated personnel including members of Information Technology ("IT"), finance, legal, communications, human resources and any 20 ITEM 1C.
Added
Matthews has also established a cross-functional Artificial Intelligence ("AI") Council to ensure that artificial intelligence is used legally, ethically, effectively, and commercially successfully across its business. The Matthews AI Council includes key members of its IT and legal functions, including its Chief Information Security Officer (“CISO”).
Added
The Matthews AI Council serves as an extension of its cybersecurity program with a specific focus on artificial intelligence systems. The Company maintains cybersecurity insurance coverage intended to protect against loss of business and other related consequences resulting from cyber incidents. Matthews reviews its insurance coverage annually for adequacy against operations and information systems.
Added
However, there can be no assurance that the Company’s cyber liability insurance coverage will be available to it or provide adequate coverage in the event of a cybersecurity incident. Notwithstanding the vigorous approach Matthews takes to cybersecurity, the Company may not always be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on it.
Added
In addition, the Company’s legal team dedicates full-time internal resources to support the CISO in assessing and addressing compliance issues related to the various data protection and data privacy considerations arising from regulations, statutes and laws in the jurisdictions the Company operates.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed0 unchanged
Biggest changeSignificant principal properties of the Company and its majority-owned subsidiaries as of October 31, 2024 were as follows (properties, which are unencumbered, are owned by the Company except as noted): Location Description of Property Memorialization: Apopka, FL Manufacturing / Division Offices Aurora, IN Manufacturing Colorno, Italy Manufacturing Dallas, TX Distribution Hub (1) Dandenong, Australia Manufacturing (1) Elberton, GA Manufacturing Fontana, CA Distribution Hub (1) Harrisburg, PA Distribution Hub (1) Indianapolis, IN Distribution Hub (1) Monterrey, Mexico Manufacturing (1) Pittsburgh, PA Manufacturing / Division Offices Richmond, IN Manufacturing Searcy, AR Manufacturing Stone Mountain, GA Distribution Hub (1) York, PA Manufacturing Industrial Technologies: Bocholt, Germany Manufacturing / Division Offices Cincinnati, OH Manufacturing / Distribution Fribourg, Switzerland Manufacturing (1) Gothenburg, Sweden Manufacturing / Distribution (1) Holoubkov, Czech Republic Manufacturing Lima, Costa Rica Manufacturing (1) Mönchengladbach, Germany Manufacturing (1) Pewaukee, WI Manufacturing (1) Pittsburgh, PA Division Offices San Antonio, TX Manufacturing Wilsonville, OR Manufacturing Vreden, Germany Manufacturing (2) SGK Brand Solutions: Battle Creek, MI Production Facility (1) Chennai, India Production Facility (1) Dachnow, Poland Manufacturing (1) East Butler, PA Production Facility (1) East Java, Indonesia Production Facility (1) Goslar, Germany Production Facility (1) Izmir, Turkey Manufacturing Jülich, Germany Production Facility (1) Manchester, England Production Facility (1) Minneapolis, MN Production Facility Mississauga, Canada Production Facility (1) Penang, Malaysia Production Facility Tigard, OR Production Facility (1) Corporate and Administrative Offices: Pittsburgh, PA General Offices (1) These properties are leased by the Company under operating lease arrangements.
Biggest changeSignificant principal properties of the Company and its majority-owned subsidiaries as of October 31, 2025 were as follows (properties, which are unencumbered, are owned by the Company except as noted): Location Description of Property Memorialization: Apopka, FL Manufacturing / Division Offices Aurora, IN Manufacturing Colorno, Italy Manufacturing Dallas, TX Distribution Hub (1) Dandenong, Australia Manufacturing (1) Elberton, GA Manufacturing Fontana, CA Distribution Hub (1) Harrisburg, PA Distribution Hub (1) Indianapolis, IN Distribution Hub (1) Mississauga, Canada Manufacturing / Division Offices Monterrey, Mexico Manufacturing (1) Pittsburgh, PA Manufacturing / Division Offices Richmond, IN Manufacturing Searcy, AR Manufacturing Stone Mountain, GA Distribution Hub (1) Whittier, CA Manufacturing (1) York, PA Manufacturing Industrial Technologies: Cincinnati, OH Manufacturing / Distribution Fribourg, Switzerland Manufacturing (1) Gothenburg, Sweden Manufacturing / Distribution (1) Holoubkov, Czech Republic Manufacturing Lima, Costa Rica Manufacturing (1) Mönchengladbach, Germany Manufacturing (1) Pewaukee, WI Manufacturing (1) Pittsburgh, PA Division Offices San Antonio, TX Manufacturing Vreden, Germany Manufacturing (2) Brand Solutions: Izmir, Turkey Manufacturing Corporate and Administrative Offices: Pittsburgh, PA General Offices (1) These properties are leased by the Company under operating lease arrangements.
(2) The Vreden, Germany location represents a shared facility for both the Industrial Technologies and SGK Brand Solutions segments. 19
(2) The Vreden, Germany location represents a shared facility for both the Industrial Technologies and Brand Solutions segments. 22
ITEM 2. PROPERTIES. The Company's facilities provide adequate space for meeting its near-term production requirements.
ITEM 2. PROPERTIES. The Company's facilities provide adequate space for meeting its near-term production requirements. The Company believes that its existing facilities are suitable for the conduct of its businesses.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

3 edited+5 added−0 removed3 unchanged
Biggest changeCal.), which alleged trade secret misappropriation under the DTSA and the CUTSA, breach of contract and unfair business practices. As a result of the Court’s favorable ruling, the matter filed by Tesla has been effectively stayed pending arbitration. The Company maintains the claims vaguely stated in the complaint are without merit and intends to vigorously defend itself against the allegations.
Biggest changeCal.), 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.
In addition to these ordinary course legal proceedings, the Company is involved in the following legal proceeding.
In addition to these ordinary course legal proceedings, the Company is involved in the following legal proceedings.
The Company currently does not expect this matter will have a material adverse effect on Matthews' financial condition, results of operations or cash flows. Sales relating to dry battery electrode solutions were approximately 6% of the Company's sales for fiscal 2024.
As of the date of the filing of this Annual Report on Form 10-K, the Company does not expect these matters will have a material adverse effect on Matthews' financial condition, results of operations or cash flows. Sales relating to dry battery electrode solutions were approximately 4% of the Company's sales for fiscal 2025.
Added
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.
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. patents and provisional patents, including but not limited to U.S.
Added
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.
Added
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.
Added
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.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

6 edited+3 added−3 removed0 unchanged
Biggest changeAwenowicz was appointed Senior Vice President, Human Resources effective July 2021. Prior thereto, he served as Vice President of Americas Human Resources since May 2020 and prior thereto he served as Global Head of Human Resources Operations since February 2015, when he joined the Company. Gregory S.
Biggest changeWalters 56 Executive Vice President, General Counsel, and Corporate Secretary Joseph C. Bartolacci was appointed President and Chief Executive Officer effective October 2006. Ronald C. Awenowicz was appointed Senior Vice President, Human Resources effective July 2021. Prior thereto, he served as Vice President of Americas Human Resources since May 2020. Davor Brkovich was appointed Chief Information Officer effective November 2019.
ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 20 OFFICERS AND EXECUTIVE MANAGEMENT OF THE REGISTRANT The following information is furnished with respect to officers and executive management as of October 31, 2024: Name Age Positions with Registrant Joseph C. Bartolacci 64 President and Chief Executive Officer Ronald C. Awenowicz 55 Senior Vice President, Human Resources Gregory S.
ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 23 OFFICERS AND EXECUTIVE MANAGEMENT OF THE REGISTRANT The following information is furnished with respect to officers and executive management as of October 31, 2025: Name Age Positions with Registrant Joseph C. Bartolacci 65 President and Chief Executive Officer Ronald C.
Nicola was appointed Chief Financial Officer and Secretary effective December 2003. Brian D. Walters was appointed Executive Vice President and General Counsel effective February 2023. Prior thereto, he served as Senior Vice President and General Counsel since February 2018. 21 PART II
Nicola served as Chief Financial Officer and Secretary from December 2003 to February 2025. Brian D. Walters was appointed Executive Vice President and General Counsel effective February 2023. Mr. Walters was also appointed Corporate Secretary effective February 2025. Prior thereto, he served as Senior Vice President and General Counsel since February 2018. *As previously disclosed, Steven F.
Prior to joining the Company, he served as Vice President General Manager Sensing, Safety & Industrial Components Business at Rockwell Automation, Inc. since October 2020, and prior thereto he served as Vice President / General Manager Safety, Sensing & Connectivity Business at Rockwell Automation, Inc. since March 2017. Steven F.
Prior thereto, he served as Senior Vice President of Matthews Automation since June 2022. Prior to joining the Company, he served as Vice President General Manager Sensing, Safety & Industrial Components Business at Rockwell Automation, Inc. since October 2020. Steven F. Nicola* was appointed Chief Financial Officer and Treasurer effective February 2025. Prior thereto, Mr.
Kohl was appointed Executive Vice President (Group President, SGK Brand Solutions) effective May 2017. Lee Lane was appointed Executive Vice President (Group President, Matthews Automation Solutions and Matthews Environmental Solutions) effective October 2022. Prior thereto, he served as Senior Vice President of Matthews Automation since June 2022.
Steven D. Gackenbach was appointed Executive Vice President (Group President, Memorialization) effective October 31, 2011. Lee A. Lane was appointed Executive Vice President (Group President, Industrial Technologies and Matthews Environmental Solutions) effective February 2025. Prior thereto, he served as Executive Vice President (Group President, Matthews Automation Solutions and Matthews Environmental Solutions) since October 2022.
Babe 67 Chief Technology Officer and Group President, Industrial Technologies Davor Brkovich 56 Chief Information Officer Steven D. Gackenbach 61 Executive Vice President (Group President, Memorialization) Reena Gurtner 50 Senior Vice President, Human Resources Gary R.
Awenowicz 56 Senior Vice President, Human Resources Davor Brkovich 57 Chief Information Officer Steven D. Gackenbach 62 Executive Vice President (Group President, Memorialization) Lee A. Lane 57 Executive Vice President (Group President, Industrial Technologies and Matthews Environmental Solutions) Steven F. Nicola 65 Chief Financial Officer and Treasurer Brian D.
Removed
Kohl 61 Executive Vice President (Group President, SGK Brand Solutions) Lee Lane 56 Executive Vice President (Group President, Matthews Automation Solutions and Matthews Environmental Solutions) Steven F. Nicola 64 Chief Financial Officer and Secretary Brian D. Walters 55 Executive Vice President and General Counsel Joseph C. Bartolacci was appointed President and Chief Executive Officer effective October 2006. Ronald C.
Added
Nicola, the Company’s Chief Financial Officer and Treasurer, informed the Company of his plans to retire effective December 31, 2025. The Board extends its gratitude to Mr. Nicola for his many years of service to the Company. In connection with the planned retirement of Mr. Nicola, the Board appointed Daniel E. Stopar, age 56, as successor to Mr.
Removed
Babe was appointed Chief Technology Officer and Group President, Industrial Technologies effective October 2022. Prior thereto, he served as Chief Technology Officer since November 2015. Davor Brkovich was appointed Chief Information Officer effective November 2019. Prior thereto, he had been interim Head of IT and Chief Information Officer since February 2019. Steven D.
Added
Nicola as Matthews’ Chief Financial Officer and Treasurer, with related duties expected to transition from Mr. Nicola to Mr. Stopar effective December 1, 2025. Mr. Stopar currently serves as Senior Vice President, Operations Controller & Head of Global Business Services of the Company, a position he has held since October 2020. Prior to that, Mr.
Removed
Gackenbach was appointed Executive Vice President (Group President, Memorialization) effective October 31, 2011. Reena Gurtner was appointed Senior Vice President, Human Resources effective July 2021. Prior thereto, she served as Vice President, Human Resources APAC, Middle East and Africa since May 2020 and prior thereto she served as Regional Director of Human Resources APAC since January 2013. Gary R.
Added
Stopar served as the Company’s Vice President, Operations Controller from December 2017 to September 2020. 24 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+2 added−0 removed1 unchanged
Biggest changeThe Company has a stock repurchase program. The buy-back program is designed to increase shareholder value, enlarge the Company's holdings of its 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.
Biggest changeRepurchased 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.
The graph assumes that on October 1, 2019, $100 was invested in each of the Company’s Class A Common Stock , Standard & Poor’s 500 Index and Russell 2000 Value Index. The graph measures total stockholder return, which takes into account both changes in stock price and dividends. It assumes that dividends paid are invested in like securities.
The graph assumes that on October 1, 2020, $100 was invested in each of the Company’s Class A Common Stock , Standard & Poor’s 500 Index and Russell 2000 Value Index. The graph measures total stockholder return, which takes into account both changes in stock price and dividends. It assumes that dividends paid are invested in like securities.
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS, (continued) PERFORMANCE GRAPH COMPARISON OF FIVE-YEAR CUMULATIVE RETURN * AMONG MATTHEWS INTERNATIONAL CORPORATION, S&P 500 INDEX AND RUSSELL 2000 VALUE INDEX This graph compares the return on Matthews’ Class A Common Stock with that of the Standard & Poor’s 500 Index and Russell 2000 Value Index for the period from October 1, 2019 through September 30, 2024.
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS, (continued) PERFORMANCE GRAPH COMPARISON OF FIVE-YEAR CUMULATIVE RETURN * AMONG MATTHEWS INTERNATIONAL CORPORATION, S&P 500 INDEX AND RUSSELL 2000 VALUE INDEX This graph compares the return on Matthews’ Class A Common Stock with that of the Standard & Poor’s 500 Index and Russell 2000 Value Index for the period from October 1, 2020 through September 30, 2025.
Securities Authorized for Issuance Under Equity Compensation Plans: See Equity Compensation Plans in Item 12 "Security Ownership of Certain Beneficial Owners and Management." 22 ITEM 5.
Securities Authorized for Issuance Under Equity Compensation Plans: See Equity Compensation Plans in Item 12 "Security Ownership of Certain Beneficial Owners and Management." 25 ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. Market Information: The authorized common stock of the Company consists of 70,000,000 shares of Class A Common Stock, $1.00 par value. At September 30, 2024, 30,602,492 shares were outstanding. The Company's Class A Common Stock is traded on the Nasdaq Global Select Market under the symbol "MATW".
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. Market Information: The authorized common stock of the Company consists of 70,000,000 shares of Class A Common Stock, $1.00 par value. At September 30, 2025, 30,795,844 shares were outstanding.
The following table shows the monthly stock repurchase activity for the fourth quarter of fiscal 2024: Period Total number of shares purchased Weighted-average price paid per share Total number of shares purchased as part of a publicly announced plan Maximum number of shares that may yet be purchased under the plan July 2024 — $ — — 613,365 August 2024 350 28.45 350 613,015 September 2024 1,694 23.38 1,694 611,321 Total 2,044 $ 24.25 2,044 Holders: Based on records available to the Company, the number of record holders of the Company's Class A Common Stock was 454 at October 31, 2024.
The following table shows the monthly stock repurchase activity for the fourth quarter of fiscal 2025: Period Total number of shares purchased Weighted-average price paid per share Total number of shares purchased as part of a publicly announced plan Maximum number of shares that may yet be purchased under the plan July 2025 4,488 $ 19.63 4,488 5,044,341 August 2025 774 24.39 774 5,043,567 September 2025 — — — 5,043,567 Total 5,262 $ 20.33 5,262 Holders: Based on records available to the Company, the number of record holders of the Company's Class A Common Stock was 436 at October 31, 2025.
Under the current authorization, 611,321 shares remain available for repurchase as of September 30, 2024. All purchases of the Company's Class A Common Stock during fiscal 2024 were part of this repurchase program.
All purchases of the Company's Class A Common Stock during fiscal 2025 were part of this repurchase program.
Added
The Company's Class A Common Stock is traded on the Nasdaq Global Select Market under the symbol "MATW." The Company has a stock repurchase program. The buy-back program is designed to increase shareholder value, enlarge the Company's holdings of its common stock, and add to earnings per share.
Added
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.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

40 edited+23 added−6 removed8 unchanged
Biggest changeFiscal 2024 sales for the Industrial Technologies segment were impacted by slower market conditions for the warehouse automation business, and customer delays impacting the timing of projects within the energy storage business. Changes in foreign currency exchange rates had a favorable impact of $4.1 million on the segment's sales compared to the prior year.
Biggest changeChanges in foreign currency exchange rates had a favorable impact of $4.4 million on the segment's sales compared to the prior year. In the Brand Solutions segment, sales for fiscal 2025 were $345.9 million, compared to $532.9 million for fiscal 2024.
RESULTS OF OPERATIONS: The Company manages its businesses under three segments: Memorialization, Industrial Technologies and SGK Brand Solutions. The Memorialization segment consists primarily of bronze and granite memorials and other memorialization products, caskets, cremation-related products, and cremation and incineration equipment primarily for the cemetery and funeral home industries.
RESULTS OF OPERATIONS: The Company manages its businesses under three 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.
ITEM 6. [Reserved]. 23 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion should be read in conjunction with the consolidated financial statements of Matthews and related notes thereto. In addition, see "Cautionary Statement Regarding Forward-Looking Information" included in Part I of this Annual Report on Form 10-K.
ITEM 6. [Reserved]. 26 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion should be read in conjunction with the consolidated financial statements of Matthews and related notes thereto. In addition, see "Cautionary Statement Regarding Forward-Looking Information" included in Part I of this Annual Report on Form 10-K.
The Company uses non-GAAP financial measures to assist in comparing its performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect the Company’s core operations including acquisition and divestiture costs, ERP integration costs, strategic initiative and other charges (which includes non-recurring charges related to certain commercial and operational initiatives and exit activities), stock-based compensation and the non-service portion of pension and postretirement expense.
The Company uses certain non-GAAP financial measures to assist in comparing its performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect the Company’s core operations including acquisition and divestiture costs, gains and losses on divestitures, ERP integration costs, strategic initiative and other charges (which includes non-recurring charges related to certain commercial and operational initiatives and exit activities), stock-based compensation and the non-service portion of pension and postretirement expense.
Management does not allocate non-operating items such as investment income, other income (deductions), net and noncontrolling interest to the segments. 24 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS, (continued) The following table sets forth sales and adjusted EBITDA for the Company's Memorialization, Industrial Technologies and SGK Brand Solutions segments for each of the last three fiscal years.
Management does not allocate non-operating items such as investment income, other income (deductions), net and noncontrolling interest to the segments. 27 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS, (continued) The following table sets forth sales and adjusted EBITDA for the Company's Memorialization, Industrial Technologies and Brand Solutions segments for each of the last three fiscal years.
Other income (deductions), net included currency losses associated with highly inflationary accounting for the Company's subsidiaries in Turkey totaling $1.0 million and $1.4 million in fiscal years 2024 and 2023, respectively (see Note 2, "Summary of Significant Accounting Policies" in Item 8 - "Financial Statements and Supplementary Data" for further details).
Other income (deductions), net included currency losses associated with highly inflationary accounting for the Company's subsidiaries in Turkey totaling $1.1 million and $1.0 million in fiscal years 2025 and 2024, respectively (see Note 2, "Summary of Significant Accounting Policies" in Item 8 - "Financial Statements and Supplementary Data" for further details).
Additionally, the fiscal 2024 tax rate benefited from research and development and foreign tax credits. The fiscal 2023 effective tax rate benefited from research and development and foreign tax credits, and changes in realizability of foreign deferred tax assets due to the utilization of foreign tax net operating losses with a valuation allowance.
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 Company's definition of adjusted EBITDA may not be comparable to similarly titled measures used by other companies. 27
The Company's definition of adjusted EBITDA may not be comparable to similarly titled measures used by other companies. 31
In the fiscal 2024 fourth quarter, the Company recorded a goodwill write-down of $16.7 million related to the Surfaces and Engineering reporting unit within the Industrial Technologies segment. Refer to Note 23, "Goodwill and Other Intangible Assets" in Item 8 - "Financial Statements and Supplementary Data" for further details.
During fiscal 2024, the Company recorded a goodwill write-down of $16.7 million related to the Surfaces and Engineering reporting unit within the Industrial Technologies segment. Refer to Note 24, "Goodwill and Other Intangible Assets" in Item 8 - "Financial Statements and Supplementary Data" for further details.
The difference between the Company's consolidated income taxes for fiscal 2024 compared to fiscal 2023 partially resulted from the Company's fiscal 2024 pre-tax consolidated loss position compared to pre-tax consolidated income for fiscal 2023. The fiscal 2024 tax rate included charges related to changes in the realizability of foreign deferred tax assets.
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 items include stock-based compensation, the non-service portion of pension and postretirement expense, acquisition and divestiture costs, ERP integration costs, and strategic initiatives and other charges.
These items include stock-based compensation, the non-service portion of pension and postretirement expense, acquisition and divestiture costs, gains and losses on divestitures, ERP integration costs, and strategic initiatives and other charges.
Selling and administrative expenses also included acquisition integration and related systems-integration costs, and other charges primarily in connection with certain commercial, operational and cost-reduction initiatives totaling $24.5 million in fiscal 2024, compared to $12.5 million in fiscal 2023. Intangible amortization for the year ended September 30, 2024 was $37.0 million, compared to $42.1 million for fiscal 2023.
Selling and administrative expenses also included acquisition integration and related systems-integration costs, and other charges primarily in connection with certain commercial, operational and cost-reduction initiatives totaling $11.5 million in fiscal 2025, compared to $19.7 million in fiscal 2024. Intangible amortization for the year ended September 30, 2025 was $20.1 million, compared to $37.0 million for fiscal 2024.
The increase in interest expense reflected higher average interest rates and an increase in average borrowing levels in the current fiscal year. Other income (deductions), net for the year ended September 30, 2024 represented a decrease in pre-tax income of $6.8 million, compared to a decrease in pre-tax income of $2.6 million in fiscal 2023.
The increase in interest expense reflected higher average interest rates, partially offset by a decrease in average borrowing levels in the current fiscal year. Other income (deductions), net for the year ended September 30, 2025 represented an increase in pre-tax income of $3.7 million, compared to a decrease in pre-tax income of $6.8 million in fiscal 2024.
The Company's consolidated income taxes for the year ended September 30, 2024 were a benefit of $10.0 million, compared to an expense of $1.8 million for fiscal 2023.
The Company's consolidated income taxes for the year ended September 30, 2025 were an expense of $40.7 million, compared to a benefit of $10.0 million for fiscal 2024.
Fiscal 2024 selling and administrative expenses included a non-cash impairment charge of $13.7 million for the write-down of certain net assets held-for-sale within the Memorialization segment. Refer to Note 24, "Asset Write-downs" in Item 8 - "Financial Statements and Supplementary Data" for further details.
Selling and administrative expenses included non-cash impairment charges for the write-down of certain net assets held-for-sale totaling $7.9 million and $13.7 million in fiscal 2025 and 2024, respectively. Refer to Note 25, "Asset Write-downs" in Item 8 - "Financial Statements and Supplementary Data" for further details.
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.
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.
Gross profit also included acquisition integration costs and other charges primarily in connection with cost-reduction initiatives totaling $39.2 million and $12.2 million in fiscal 2024 and 2023, respectively. 25 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS, (continued) Selling and administrative expenses for the year ended September 30, 2024 were $488.3 million, compared to $447.5 million for fiscal 2023.
Gross profit also included acquisition integration costs and other charges primarily in connection with cost-reduction initiatives totaling $4.6 million and $39.2 million in fiscal 2025 and 2024, respectively. Selling and administrative expenses for the year ended September 30, 2025 were $467.2 million, compared to $488.3 million for fiscal 2024.
It is also useful as a financial measure for lenders and is used by the Company’s management to measure business performance.
This measure may be useful to an investor in evaluating operating performance. It is also useful as a financial measure for lenders and is used by the Company’s management to measure business performance.
Adjusted EBITDA provides the Company with an understanding of earnings before the impact of investing and financing charges and income taxes, and the effects of certain acquisition and divestiture costs, and ERP integration costs, and items that do not reflect the ordinary earnings of the Company’s operations. This measure may be useful to an investor in evaluating operating performance.
Adjusted EBITDA provides the Company with an understanding of earnings before the impact of investing and financing charges and income taxes, and the effects of certain acquisition and divestiture costs, gains and losses on divestitures, and ERP integration costs, and items that do not reflect the ordinary earnings of the Company’s operations.
Years Ended September 30, 2024 2023 2022 (Dollar amounts in thousands) Sales to external customers: Memorialization $ 829,731 $ 842,997 $ 840,124 Industrial Technologies 433,156 505,751 335,523 SGK Brand Solutions 532,850 532,148 586,756 Consolidated Sales $ 1,795,737 $ 1,880,896 $ 1,762,403 Adjusted EBITDA: Memorialization $ 162,586 $ 163,986 $ 151,849 Industrial Technologies 39,716 66,278 56,762 SGK Brand Solutions 61,620 57,128 60,120 Corporate and Non-Operating (58,765) (61,583) (58,323) Total Adjusted EBITDA (1) $ 205,157 $ 225,809 $ 210,408 (1) Total Adjusted EBITDA is a non-GAAP financial measure.
Years Ended September 30, 2025 2024 2023 (Dollar amounts in thousands) Sales to external customers: Memorialization $ 809,514 $ 829,731 $ 842,997 Industrial Technologies 342,229 433,156 505,751 Brand Solutions 345,946 532,850 532,148 Consolidated Sales $ 1,497,689 $ 1,795,737 $ 1,880,896 Adjusted EBITDA: Memorialization $ 169,526 $ 162,586 $ 163,986 Industrial Technologies 27,936 39,716 66,278 Brand Solutions 40,311 61,620 57,128 Corporate and Non-Operating (50,265) (58,765) (61,583) Total Adjusted EBITDA (1) $ 187,508 $ 205,157 $ 225,809 (1) Total Adjusted EBITDA is a non-GAAP financial measure.
The SGK Brand Solutions segment consists of brand management, pre-media services, printing plates and cylinders, imaging services, digital asset management, merchandising display systems, and marketing and design services primarily for the consumer goods and retail industries. The Company's primary measure of segment profitability is adjusted earnings before interest, income taxes, depreciation and amortization ("adjusted EBITDA").
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.
See the "Non-GAAP Financial Measures" section below. Comparison of Fiscal 2024 and Fiscal 2023: Sales for the year ended September 30, 2024 were $1.80 billion, compared to $1.88 billion for the year ended September 30, 2023. The decrease in fiscal 2024 sales primarily reflected lower sales in the Industrial Technologies and Memorialization segments.
See the "Non-GAAP Financial Measures" section below. Comparison of Fiscal 2025 and Fiscal 2024: Sales for the year ended September 30, 2025 were $1.5 billion, compared to $1.8 billion for the year ended September 30, 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operation" of the Company's annual report on Form 10-K for the fiscal year ended September 30, 2023 filed with the SEC on November 17, 2023. NON-GAAP FINANCIAL MEASURES: Included in this report are measures of financial performance that are not defined by GAAP.
Management's Discussion and Analysis of Financial Condition and Results of Operation" of the Company's annual report on Form 10-K for the fiscal year ended September 30, 2024 filed with the SEC on November 22, 2024. 30 ITEM 7.
Refer to Note 16, "Pension and Other Postretirement Plans" in Item 8 - "Financial Statements and Supplementary Data" for further details. Other income (deductions), net also includes investment income, banking-related fees and the impact of currency gains and losses on certain intercompany debt and foreign denominated cash balances.
Other income (deductions), net includes investment income, banking-related fees and the impact of currency gains and losses on certain intercompany debt and foreign denominated cash balances.
These items include stock-based compensation, the non-service portion of pension and postretirement expense, acquisition and divestiture costs, enterprise resource planning ("ERP") integration costs, and strategic initiatives and other charges. This presentation is consistent with how the Company's chief operating decision maker (the “CODM”) evaluates the results of operations and makes strategic decisions about the business.
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.
These decreases were partially offset by the impact of improved price realization, benefits from productivity initiatives, lower distribution costs, and lower performance-based compensation compared to fiscal 2023. Adjusted EBITDA for the Industrial Technologies segment for fiscal 2024 was $39.7 million, compared to $66.3 million in fiscal 2023.
These increases were partially offset by the impact of lower unit sales, and higher material and labor costs. Adjusted EBITDA for the Industrial Technologies segment for fiscal 2025 was $27.9 million, compared to $39.7 million in fiscal 2024.
Comparison of Fiscal 2023 and Fiscal 2022: For a comparison of the Company's results of operations for the fiscal years ended September 30, 2023 and September 30, 2022, see "Part II, Item 7.
Related Party Transactions Refer to Note 26, "Related Party Transactions" in Item 8 - "Financial Statements and Supplementary Data" for information regarding transactions with Propelis. Comparison of Fiscal 2024 and Fiscal 2023: For a comparison of the Company's results of operations for the fiscal years ended September 30, 2024 and September 30, 2023, see "Part II, Item 7.
The decrease in sales reflected lower sales of purpose-built engineered products (primarily energy storage solutions for the electric vehicle market) and reduced sales of warehouse automation solutions.
Industrial Technologies segment sales for fiscal 2025 were $342.2 million, compared to $433.2 million for fiscal 2024. The decrease in sales reflected lower sales of purpose-built engineered products (primarily energy storage solutions for the electric vehicle market and coating and converting equipment), and reduced product identification sales.
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.
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.
Legal Matter Refer to Note 19, "Commitments and Contingent Liabilities" in Item 8 - "Financial Statements and Supplementary Data," for details related to an ongoing dispute with Tesla.
The fiscal 2024 effective tax rate was negatively impacted by share-based compensation. Legal Matters Refer to Note 20, "Commitments and Contingent Liabilities" in Item 8 - "Financial Statements and Supplementary Data," for information regarding the settlement of a contractual licensing matter within the Memorialization segment, and details related to an ongoing dispute with Tesla.
The increase in segment adjusted EBITDA primarily reflected the impact of improved price realization, benefits from cost-reduction initiatives and improved margins on cylinder (packaging) products, partially offset by the impact of higher labor costs and higher performance-based compensation compared to fiscal 2023. Interest expense for fiscal 2024 was $50.5 million, compared to $44.6 million in fiscal 2023.
The decrease in segment adjusted EBITDA primarily reflected the impact of lower sales of engineered products, partially offset by benefits from cost-reduction initiatives. Adjusted EBITDA for the Brand Solutions segment for fiscal 2025 was $40.3 million, compared to $61.6 million for fiscal 2024.
In the SGK Brand Solutions segment, sales for fiscal 2024 were $532.9 million, compared to $532.1 million for fiscal 2023. The increase in sales reflected higher sales of cylinder (packaging) products in Europe, higher brand sales in the Asia-Pacific region, increased private-label brand sales, and improved price realization to mitigate inflationary cost increases.
Sales for the SGK Business prior to the divestiture (versus the comparable period of the prior year) reflected higher brand sales in the U.S. and Asia-Pacific regions, improved retail-based sales, increased private-label brand sales, and improved price realization to mitigate inflationary cost increases.
Fiscal 2024 selling and administrative expenses included $12.4 million of legal costs related to an ongoing dispute in the Company's energy storage business (see Legal Matter below).
Selling and administrative expenses included legal costs related to an ongoing dispute with Tesla totaling $22.2 million in fiscal 2025 and $12.4 million in fiscal 2024 (see Legal Matters below). Selling and administrative expenses included fees for receivables sold under a receivables purchase agreement and factoring arrangement totaling $3.9 million in fiscal 2025 and $4.8 million in fiscal 2024.
Gross profit for the year ended September 30, 2024 was $529.7 million, compared to $577.7 million for fiscal 2023. Consolidated gross profit as a percent of sales was 29.5% and 30.7% in fiscal 2024 and fiscal 2023, respectively.
Changes in foreign currency exchange rates had an unfavorable impact of $2.0 million on the segment's sales compared to the prior year. Gross profit for the year ended September 30, 2025 was $507.6 million, compared to $529.7 million for fiscal 2024.
Consolidated selling and administrative expenses, as a percent of sales, were 27.2% for fiscal 2024, compared to 23.8% in fiscal 2023. Selling and administrative expenses in fiscal 2024 reflected higher compensation costs and additional expenses from recently completed acquisitions, partially offset by benefits from ongoing cost-reduction initiatives and lower travel and entertainment ("T&E") costs.
Consolidated selling and administrative expenses, as a percent of sales, were 31.2% for fiscal 2025, compared to 27.2% in fiscal 2024.
These increases were partially offset by lower retail-based sales, lower brand sales in Europe, and the impact of unfavorable changes in foreign exchange rates. Changes in foreign currency exchange rates had an unfavorable impact of $3.1 million on the segment's sales compared to the prior year.
These increases were partially offset by lower brand sales in Europe and the impact of unfavorable changes in foreign exchange rates. Brand Solutions segment sales also reflected lower sales for the European cylinders (packaging) business, which was not part of the sale of the SGK Business and remains part of the Company.
Adjusted EBITDA for fiscal 2024 was $205.2 million, compared to $225.8 million for fiscal 2023. Memorialization segment adjusted EBITDA for fiscal 2024 was $162.6 million, compared to $164.0 million for fiscal 2023. The decrease in segment adjusted EBITDA reflected the impact of lower unit sales, higher material and labor costs, and lower margins on cremation equipment.
Adjusted EBITDA for fiscal 2025 was $187.5 million, compared to $205.2 million for fiscal 2024. Memorialization segment adjusted EBITDA for fiscal 2025 was $169.5 million, compared to $162.6 million for fiscal 2024. The increase in segment adjusted EBITDA reflected the impact of improved price realization, benefits from productivity initiatives, and the favorable net impact of recent acquisitions and divestitures.
Refer to Note 21, "Segment Information" in Item 8 - "Financial Statements and Supplemental Data" for the Company's financial information by segment.
Refer to Note 22, "Segment Information" in Item 8 - "Financial Statements and Supplementary Data" for the Company's financial information by segment. Net loss was $24.5 million for the year ended September 30, 2025 compared to a net loss of $59.7 million and net income of $39.1 million for the years ended September 30, 2024 and 2023, respectively.
The decrease in gross profit reflected the impact of lower sales, lower margins on engineered products and cremation equipment, and higher material and labor costs. These decreases were partially offset by improved margins on warehouse automation solutions, product identification sales, and cylinder (packaging) products, and benefits from the realization of productivity improvements and other cost-reduction initiatives.
These decreases were partially offset by the impact of improved price realization, benefits from the realization of productivity improvements and other cost-reduction initiatives, and the favorable net impact of recently completed acquisitions and divestitures within the Memorialization segment.
The decrease in segment adjusted EBITDA primarily reflected the impact of lower sales, higher labor costs, lower margins on engineered products, and the impact of a fiscal 2023 divestiture. These decreases were partially offset by improved margins on warehouse automation solutions and product identification sales, benefits from cost-reduction initiatives, lower T&E costs, and lower performance-based compensation compared to fiscal 2023.
Adjusted EBITDA for the SGK Business prior to the divestiture (versus the comparable period of the prior year) reflected the impact of higher labor costs, partially offset by the impact of improved price realization and benefits from cost-reduction initiatives.
Removed
Memorialization segment sales for fiscal 2024 were $829.7 million, compared to $843.0 million for fiscal 2023. The sales decrease reflected lower unit sales of caskets, cemetery memorial products, and cremation equipment, predominantly resulting from a return to more normalized death rates following the COVID-19 pandemic.
Added
On May 1, 2025, the 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.
Removed
These declines were partially offset by improved price realization, benefits from recent acquisitions (see Acquisitions and Divestitures below), and higher mausoleum sales. Industrial Technologies segment sales for fiscal 2024 were $433.2 million, compared to $505.8 million for fiscal 2023.
Added
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.
Removed
The decrease also reflected lower sales of the recently acquired automotive solutions business (R+S Automotive GmbH), as the Company discontinues these product offerings, and the sales impact of a fiscal 2023 divestiture (see Acquisitions and Divestitures below).
Added
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.
Removed
Adjusted EBITDA for the SGK Brand Solutions segment for fiscal 2024 was $61.6 million, compared to $57.1 million for fiscal 2023.
Added
See Notes 8, "Investments" and 23, "Acquisitions and Divestitures" in Item 8 - "Financial Statements and Supplementary Data" 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").
Removed
Other income (deductions), net includes the non-service components of pension and postretirement expense, which totaled $439,000 and $1.6 million in fiscal years 2024 and 2023, respectively. Fiscal 2023 non-service pension expense included a $1.3 million non-cash charge resulting from the settlement of the Company's supplemental retirement plan ("SERP") and defined benefit portion of the officers retirement restoration plan ("ORRP") obligations.
Added
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.
Removed
The fiscal 2023 effective tax rate was negatively impacted by share-based compensation. 26 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS, (continued) Net losses attributable to noncontrolling interests were $155,000 in fiscal 2023, reflecting losses in less than wholly-owned businesses.
Added
Refer to "Non-GAAP Financial Measures" below for a reconciliation of net (loss) income to adjusted EBITDA.
Added
The decrease in fiscal 2025 sales reflected a sales reduction of $200.5 million resulting from the divestiture of the Company's interest in the SGK Business on May 1, 2025 (see Acquisitions and Divestitures below). The fiscal 2025 sales decline also reflected lower sales in the Industrial Technologies and Memorialization segments.
Added
On a consolidated basis, changes in foreign currency exchange rates were estimated to have a favorable impact of $2.3 million on fiscal 2025 sales compared to the prior year. Memorialization segment sales for fiscal 2025 were $809.5 million, compared to $829.7 million for fiscal 2024.
Added
The sales decrease principally reflected lower unit sales of caskets, bronze and granite memorial products, and cremation equipment, primarily reflecting a decline in U.S. death rates. These declines were partially offset by inflationary price realization and the favorable net impact of recently completed acquisitions and divestitures (see Acquisitions and Divestitures below).
Added
The decrease also reflected lower sales of R+S automotive engineering solutions, as the Company has discontinued these product offerings. Fiscal 2025 sales for the Industrial Technologies segment were impacted by customer delays impacting the timing of projects within the energy storage business. The declines in segment sales were partially offset by improved sales of warehouse automation solutions.
Added
The decrease in sales primarily reflected the divestiture of the Company's interest in the SGK Business on May 1, 2025.
Added
The decrease in gross profit reflected a reduction of $51.2 million resulting from the divestiture of the Company's interest in the 28 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS, (continued) SGK Business.
Added
The gross profit decline also reflected the impact of lower sales, higher material and labor costs, and a $5.6 million loss on the sale of certain property and other assets.
Added
Selling and administrative expenses in fiscal 2025 reflected benefits from ongoing cost-reduction initiatives, and a $30.4 million reduction in selling and administrative expenses from the divestiture of the Company's interest in the SGK Business, partially offset by higher compensation costs.
Added
Fiscal 2025 selling and administrative expenses included $5.1 million of costs related to the Company's 2025 contested proxy, $8.7 million of net gains on the sales of certain significant property and other assets, $3.5 million of accelerated stock-based compensation costs related to the Company's divestiture of its interest in the SGK Business, $8.0 million of expense related to the settlement of a contractual licensing matter within the Memorialization segment (see Legal Matters below) and a $2.1 million loss on a small divestiture in the Industrial Technologies segment.
Added
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. During fiscal 2025, the Company recognized a $55.1 million pre-tax gain on the sale of its interest in the SGK Business (see Acquisitions and Divestitures below).
Added
The decrease in segment adjusted EBITDA primarily reflected a reduction of $28.6 million resulting from the divestiture of the Company's interest in the SGK Business, partially offset by the inclusion of the Company's portion (40% ownership interest) of Propelis' adjusted EBITDA, which totaled $7.5 million in fiscal 2025.
Added
See Notes 8, "Investments" and 23, "Acquisitions and Divestitures" in Item 8 - "Financial Statements and Supplementary Data" for further information with respect to the Company's sale of its interest in the SGK Business.
Added
Brand Solutions segment adjusted EBITDA also reflected declines for the European cylinders (packaging) business, which was not part of the sale of the SGK Business and remains part of the Company. Interest expense for fiscal 2025 was $62.9 million, compared to $50.5 million in fiscal 2024.
Added
Fiscal 2025 other income (deductions), net included $2.1 million of paid-in-kind interest income related to the Company's preferred equity investment in Propelis. Fiscal 2025 other income (deductions), net also included loss 29 ITEM 7.
Added
MANAGEMENT'S DISCUSSION AND ANALYSIS, (continued) recoveries totaling $1.7 million which were related to a previously disclosed theft of funds by a former employee initially identified in fiscal 2015.
Added
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.
Added
MANAGEMENT'S DISCUSSION AND ANALYSIS, (continued) NON-GAAP FINANCIAL MEASURES: Included in this report are measures of financial performance that are not defined by GAAP.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

70 edited+28 added−25 removed28 unchanged
Biggest changeMANAGEMENT'S DISCUSSION AND ANALYSIS, (continued) The reconciliation of net income to adjusted EBITDA is as follows: Years Ended September 30, 2024 2023 2022 (Dollar amounts in thousands) Net (loss) income $ (59,660) $ 39,136 $ (99,828) Income tax (benefit) provision (9,997) 1,774 (4,391) (Loss) income before income taxes (69,657) 40,910 (104,219) Net loss attributable to noncontrolling interests — 155 54 Interest expense, including Receivables Purchase Agreement ("RPA") and factoring financing fees (1) 55,364 48,690 28,771 Depreciation and amortization * 94,770 96,530 104,056 Acquisition and divestiture related items (2) ** 5,576 5,293 7,898 Strategic initiatives and other charges (3)**† 65,586 13,923 28,060 Non-recurring / incremental COVID-19 costs (4)*** — — 2,985 Highly inflationary accounting losses (primarily non-cash) (5) 1,027 1,360 1,473 Defined benefit plan termination related items (6) — — (429) Goodwill and asset write-downs (7) 33,574 — 92,504 Stock-based compensation 18,478 17,308 17,432 Non-service pension and postretirement expense (8) 439 1,640 31,823 Total Adjusted EBITDA $ 205,157 $ 225,809 $ 210,408 (1) Includes fees for receivables sold under the RPA and factoring arrangements totaling $4.8 million, $4.0 million and $1.0 million for the fiscal years ended September 30, 2024, 2023 and 2022, respectively.
Biggest changeMANAGEMENT'S DISCUSSION AND ANALYSIS, (continued) The reconciliation of net income to adjusted EBITDA is as follows: Years Ended September 30, 2025 2024 2023 (Dollar amounts in thousands) Net (loss) income $ (24,471) $ (59,660) $ 39,136 Income tax provision (benefit) 40,680 (9,997) 1,774 Income (loss) before income taxes 16,209 (69,657) 40,910 Net loss attributable to noncontrolling interests — — 155 Propelis depreciation, amortization, interest and other items (1) 6,359 — — Interest expense, including Receivables Purchase Agreement ("RPA") and factoring financing fees (2) 66,815 55,364 48,690 Depreciation and amortization * 71,746 94,770 96,530 Acquisition and divestiture related items (3) ** 9,271 5,576 5,293 Strategic initiatives and other charges (4)**† 39,586 65,586 13,923 Gain on sale of SGK Business (55,139) — — Highly inflationary accounting losses (primarily non-cash) (5) 1,135 1,027 1,360 Goodwill and asset write-downs (6) 7,911 33,574 — Stock-based compensation 23,065 18,478 17,308 Non-service pension and postretirement expense (7) 550 439 1,640 Total Adjusted EBITDA $ 187,508 $ 205,157 $ 225,809 (1) Represents the Company's portion of depreciation, intangible amortization, interest expense, and other items incurred by Propelis (see Note 8, "Investments" in Item 8 - "Financial Statements and Supplementary Data" for further information with respect to the equity-method investment in Propelis).
Operating cash flow for fiscal 2024 principally included net income (loss) adjusted for deferred taxes, depreciation and amortization, stock-based compensation expense, goodwill and other asset write-downs, non-cash pension expense, gain on divestitures and sale of assets, and other non-cash adjustments, and changes in working capital items.
Operating cash flow for fiscal 2024 principally included net (loss) income adjusted for deferred taxes, depreciation and amortization, stock-based compensation expense, goodwill and other asset write-downs, non-cash pension expense, gain on divestitures and sale of assets, and other non-cash adjustments, and changes in working capital items.
Operating cash flow for fiscal 2023 principally included net income (loss) adjusted for deferred taxes, depreciation and amortization, stock-based compensation expense, non-cash pension expense, gain on divestitures and sale of assets, and other non-cash adjustments, and changes in working capital items.
Operating cash flow for fiscal 2023 principally included net (loss) income adjusted for deferred taxes, depreciation and amortization, stock-based compensation expense, non-cash pension expense, gain on divestitures and sale of assets, and other non-cash adjustments, and changes in working capital items.
Cash used in financing activities for the year ended September 30, 2024 was $35.0 million, and principally reflected repayments, net of proceeds, on long-term debt of $31.3 million, purchases of treasury stock of $20.6 million, payment of dividends of $31.4 million, payments of debt issuance costs of $10.2 million (see below), and proceeds from net investment hedges of $58.4 million (see below).
Cash used in financing activities for the year ended September 30, 2024 was $35.0 million, and principally reflected repayments, net of proceeds, on long-term debt of $31.3 million, purchases of treasury stock of $20.6 million, payment of dividends of $31.4 million, payments of debt issuance costs of $10.2 million , and proceeds from net investment hedges of $58.4 million (see below) .
Based on the Company's assessment, all 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. 35
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.
No impairment charges for property, plant and equipment were recognized during the years presented, except as disclosed in Note 24, “Asset Write-Downs" in Item 8 - "Financial Statements and Supplementary Data." Goodwill and Indefinite-Lived Intangibles: Goodwill and intangible assets with indefinite useful lives are not amortized, but are tested annually for impairment, or when circumstances indicate that a possible impairment may exist.
No impairment charges for property, plant and equipment were recognized during the years presented, except as disclosed in Note 25, “Asset Write-Downs" in Item 8 - "Financial Statements and Supplementary Data." Goodwill and Indefinite-Lived Intangibles: Goodwill and intangible assets with indefinite useful lives are not amortized, but are tested annually for impairment, or when circumstances indicate that a possible impairment may exist.
(8) 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.
(7) Non-service pension and postretirement expense includes interest cost, expected return on plan assets, amortization of actuarial gains and losses, curtailment gains and losses, and settlement gains and losses. These benefit cost components are excluded from adjusted EBITDA since they are primarily influenced by external market conditions that impact investment returns and interest (discount) rates.
Matthews RFC has a receivables purchase agreement (“RPA”) to sell up to $125.0 million of receivables to certain purchasers (the “Purchasers”) on a recurring basis in exchange for cash (referred to as “capital” within the RPA) equal to the gross receivables transferred. The parties intend that the transfers of receivables to the Purchasers constitute purchases and sales of receivables.
Matthews RFC has a receivables purchase agreement (“RPA”) to sell up to $75.0 million of receivables to certain purchasers (the “Purchasers”) on a recurring basis in exchange for cash (referred to as “capital” within the RPA) equal to the gross receivables transferred. The parties intend that the transfers of receivables to the Purchasers constitute purchases and sales of receivables.
(7) Fiscal 2024 includes goodwill write-downs within the Industrial Technologies segment of $16.7 million (see Note 23, "Goodwill and Other Intangible Assets" in Item 8 - “Financial Statements and Supplementary Data"), asset write-downs within the Memorialization segment of $13.7 million (see Note 24, "Asset Write-Downs" in Item 8 - “Financial Statements and Supplementary Data"), and investment write-downs within Corporate and Non-operating of $3.1 million (see Note 8, "Investments" in Item 8 - “Financial Statements and Supplementary Data").
Fiscal 2024 includes goodwill write-downs within the Industrial Technologies segment of $16.7 million (see Note 24, "Goodwill and Other Intangible Assets" in Item 8 - “Financial Statements and Supplementary Data"), asset write-downs within the Memorialization segment of $13.7 million (see Note 25, "Asset Write-Downs" in Item 8 - “Financial Statements and Supplementary Data"), and investment write-downs within Corporate and Non-operating of $3.1 million (see Note 8, "Investments" in Item 8 - “Financial Statements and Supplementary Data").
Cash used in financing activities for the year ended September 30, 2023 was $50.2 million, and principally reflected repayments, net of proceeds, on long-term debt of $18.2 million, purchases of treasury stock of $2.9 million, and payment of dividends of $28.2 million.
Cash used in financing activities for the year ended September 30, 2023 was $50.2 million, and principally reflected repayments, net of proceeds, on long-term debt of $18.2 million, purchases of treasury stock of $2.9 million, and payment of dividends of $28.2 million. 33 ITEM 7.
The fair value for the reporting unit was determined using level 3 inputs (including estimates of revenue growth, EBITDA contribution and the discount rates) and the income approach valuation methodology which utilizes estimated discounted cash flows of the reporting unit. 34 ITEM 7.
The fair value for the reporting unit was determined using level 3 inputs (including estimates of revenue growth, EBITDA contribution and the discount rates) and the income approach valuation methodology which utilizes estimated discounted cash flows of the reporting unit.
In order to further validate the reasonableness of the estimated fair values of the reporting units as of the valuation date, a reconciliation of the aggregate fair values of all reporting units to market capitalization is performed using a reasonable control premium.
With respect to goodwill, in order to further validate the reasonableness of the estimated fair values of the reporting units as of the valuation date, a reconciliation of the aggregate fair values of all reporting units to market capitalization is performed using a reasonable control premium.
Borrowings under the revolving credit facility bear interest at Secured Overnight Financing Rate ("SOFR"), plus a 0.10% per annum rate spread adjustment, plus a factor ranging from 1.00% to 2.00% (1.50% at September 30, 2024) based on the Company's leverage ratio.
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 obligations under the domestic credit facility are secured by a first priority lien on substantially all of the Company's and certain of its domestic subsidiaries' assets. A portion of the revolving credit facility (not to exceed $350.0 million ) can be drawn in foreign currencies.
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 $350.0 million ) can be drawn in foreign currencies.
Long-Lived Assets, including Property, Plant and Equipment: Long-lived assets are recorded at their respective cost basis on the date of acquisition. Depreciation on property, plant and equipment is computed primarily on the straight-line method over the estimated useful lives of the assets. Intangible assets with finite useful lives are amortized over their estimated useful lives.
MANAGEMENT'S DISCUSSION AND ANALYSIS, (continued) Long-Lived Assets, including Property, Plant and Equipment: Long-lived assets are recorded at their respective cost basis on the date of acquisition. Depreciation on property, plant and equipment is computed primarily on the straight-line method over the estimated useful lives of the assets. Intangible assets with finite useful lives are amortized over their estimated useful lives.
Management believes that the application of these policies on a consistent basis enables the Company to provide useful and reliable financial information about the Company's operating results and financial condition. The following accounting policies involve significant estimates, which were considered critical to the preparation of the Company's consolidated financial statements for the year ended September 30, 2024.
Management believes that the application of these policies on a consistent basis enables the Company to provide useful and reliable financial information about the Company's operating results and financial condition. The following accounting policies involve significant estimates, which were considered critical to the preparation of the Company's consolidated financial statements for the year ended September 30, 2025. 38 ITEM 7.
A discussion of market risks affecting the Company can be found in Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," of this Annual Report on Form 10-K. 33 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS, (continued) The Company's significant accounting policies are included in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
A discussion of market risks affecting the Company can be found in Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," of this Annual Report on Form 10-K. The Company's significant accounting policies are included in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
MANAGEMENT'S DISCUSSION AND ANALYSIS, (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 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.
A portion of the facility (not to exceed $75.0 million) is available for the issuance of trade and standby letters of credit. Outstanding U.S. dollar denominated borrowings on the revolving credit facility at September 30, 2024 and 2023 were $410.5 million and $405.0 million, respectively.
A portion of the facility (not to exceed $75.0 million) 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 $384.2 million and $410.5 million, respectively.
The fair value of the sold receivables approximated book value due to their credit quality and short-term nature, and as a result, no gain or loss on sale of receivables was recorded. As of September 30, 2024, and 2023, the amount sold to the Purchasers was $96.3 million and $101.8 million, respectively which was derecognized from the Consolidated Balance Sheets.
The fair value of the sold receivables approximated book value due to their credit quality and short-term nature, and as a result, no gain or loss on sale of receivables was recorded. As of September 30, 2025, and 2024, the amount sold to the Purchasers was $65.6 million and $96.3 million, respectively which was derecognized from the Consolidated Balance Sheets.
The principal amount of receivables sold under this arrangement was $70.2 million and $55.2 million during the fiscal year ended September 30, 2024 and 2023, respectively. The discounts on the trade receivables sold are included within administrative expense in the Consolidated Statements of Income.
The principal amount of receivables sold under this arrangement was $45.8 million and $70.2 million 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.
Currency losses of $3.8 million (net of income taxes of $1.1 million), which represent effective hedges of net investments, were reported as a component of AOCI within currency translation adjustment at September 30, 2024. No such net investment hedges were outstanding as of September 30, 2023. The Company has a stock repurchase program.
Currency losses of $3.8 million (net of income taxes of $1.1 million), which represent effective hedges of net investments, were reported as a component of AOCI within currency translation adjustment at September 30, 2024. The Company has a stock repurchase program.
The fair value of the interest rate swaps reflected a net unrealized loss of $2.6 million ($1.9 million after tax) and a net unrealized gain of $4.0 million ($3.0 million after tax) at September 30, 2024 and 2023, respectively, that is included in shareholders' equity as part of accumulated other comprehensive income ("AOCI").
The fair value of the interest rate swaps reflected a net unrealized loss of $2.3 million ($1.8 million after tax) and a net unrealized loss of $2.6 million ($1.9 million after tax) at September 30, 2025 and 2024, respectively, that is included in shareholders' equity as part of accumulated other comprehensive income ("AOCI").
The Company performed its annual impairment review of goodwill and indefinite-lived intangible assets in the second quarter of fiscal 2024 (January 1, 2024) and determined that the estimated fair values for all goodwill reporting units exceeded their carrying values, therefore no impairment charges were necessary.
The Company performed 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.
Please note that GAAP pension and postretirement expense or the adjustment above are not necessarily indicative of the current or future cash flow requirements related to these employee benefit plans. * Depreciation and amortization was $27.8 million, $23.7 million, and $23.2 million, for the Memorialization segment, $23.8 million, $23.2 million, and $11.4 million for the Industrial Technologies segment, $38.7 million, $44.8 million, and $64.2 million for the SGK Brand Solutions segment, and $4.6 million, $4.8 million, and $5.3 million for Corporate and Non-Operating, for the fiscal years ended September 30, 2024, 2023, and 2022, respectively. ** Acquisition and divestiture costs, ERP integration costs, and strategic initiatives and other charges were $3.5 million, $1.0 million, and $3.5 million for the Memorialization segment, $54.4 million, $4.1 million, and $5.6 million for the Industrial Technologies segment, $3.0 million, $10.9 million, and $19.4 million for the SGK Brand Solutions segment, and $10.3 million, $3.2 million, and $7.5 million for Corporate and Non-Operating, for the fiscal years ended September 30, 2024, 2023, and 2022, respectively. *** Non-recurring/incremental COVID-19 costs were $1.3 million for the Memorialization segment, $6,000 for the Industrial Technologies segment, $1.2 million for the SGK Brand Solutions segment, and $466,000 for Corporate and Non-Operating, for the fiscal year ended September 30, 2022. † Strategic initiatives and other charges includes charges for exit and disposal activities (including severance and other employee termination benefits) totaling $45.7 million, $13.2 million and $14.6 million in fiscal years 2024, 2023 and 2022, respectively.
Please note that GAAP pension and postretirement expense or the adjustment above are not necessarily indicative of the current or future cash flow requirements related to these employee benefit plans. * Depreciation and amortization was $30.3 million, $27.8 million, and $23.7 million, for the Memorialization segment, $21.9 million, $23.8 million, and $23.2 million for the Industrial Technologies segment, $16.9 million, $38.7 million, and $44.8 million for the Brand Solutions segment, and $2.6 million, $4.6 million, and $4.8 million 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 $13.9 million, $3.5 million, and $1.0 million for the Memorialization segment, $27.9 million, $54.4 million, and $4.1 million for the Industrial Technologies segment, $4.0 million, $3.0 million, and $10.9 million for the Brand Solutions segment, and $3.1 million, $10.3 million, and $3.2 million 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 $1.2 million, $45.7 million and $13.2 million in fiscal years 2025, 2024 and 2023, respectively.
The proceeds from the sale of receivables are classified as operating activities in the Company's Consolidated Statements of Cash Flows. As of September 30, 2024 and 2023, the amount of factored receivables that remained outstanding was $15.7 million and $18.0 million, respectively.
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 $15.7 million.
The change in working capital in fiscal 2023 primarily reflected higher inventory levels, lower trade accounts payable, and changes in contract assets and liabilities related to products and services provided to customers over time, partially offset by proceeds from the sale of receivables under a receivables purchase agreement and a non-recourse factoring arrangement (see below for further discussion).
The change in working capital in fiscal 2023 primarily reflected higher inventory levels, lower trade accounts payable, and changes in contract assets and liabilities related to revenue recognized using the over time method, partially offset by proceeds from the sale of receivables under a receivables purchase agreement and a non-recourse factoring arrangement (see below for further discussion).
Sales within this segment may also be influenced by the timing of work with the Company's largest energy storage customer, as well as the level of advancement by existing and potential new customers towards adopting new production solutions.
Sales within this segment are influenced by the timing of work with the Company's largest energy storage customer, which may be impacted by continuing disputes with such customer, as well as the level of advancement by existing and potential new customers towards adopting new production solutions.
(2) Includes certain non-recurring costs associated with recent acquisition and divestiture activities, and also includes a gain of $1.8 million in fiscal year 2023 related to the divestiture of a business in the Industrial Technologies segment. (3) Includes certain non-recurring costs associated with commercial, operational and cost-reduction initiatives and costs associated with global ERP system integration efforts.
Fiscal 2023 includes a gain of $1.8 million related to the divestiture of a business in the Industrial Technologies segment. (4) Includes certain non-recurring costs associated with commercial, operational and cost-reduction initiatives and costs associated with global ERP system integration efforts.
The change in working capital in fiscal 2024 primarily reflected lower inventory levels, higher accrued compensation related to severance and other employee termination benefits, changes in contract assets and liabilities related to products and services provided to customers over time, lower trade accounts payable, lower performance-based compensation accruals, and changes in other accounts.
The change in working capital in fiscal 2024 primarily reflected lower inventory levels, higher accrued compensation related to severance and other employee termination benefits, changes in contract assets and liabilities related to revenue recognized using the over time method, lower trade accounts payable, lower performance-based compensation accruals, and changes in other accounts.
Operating cash flow for fiscal 2022 principally included net income (loss) adjusted for deferred taxes, depreciation and amortization, stock-based compensation expense, goodwill and other asset write-downs, non-cash pension expense, gain on divestitures and sale of assets, and other non-cash adjustments, and changes in working capital items.
Operating cash flow for fiscal 2025 principally included net (loss) income adjusted for deferred taxes, depreciation and amortization, stock-based compensation expense, asset write-downs, net gains on divestitures and sales of assets, and other non-cash adjustments, and changes in working capital items.
Unrecognized gains of $3.8 million ($2.9 million after tax) and $8.1 million ($6.0 million after tax) related to previously terminated LIBOR-based swaps were also included in AOCI as of September 30, 2024 and 2023, respectively.
Unrecognized gains of $1.6 million ($1.2 million after tax) and $3.8 million ($2.9 million 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.
FORWARD-LOOKING INFORMATION: Management routinely develops and reviews with the Company’s Board of Directors strategic plans with the primary objective of continuous improvement in the Company’s consolidated sales and operating results. Strategic plans are developed at the business segment level and generally contain strategies for organic growth and acquisitions.
MANAGEMENT'S DISCUSSION AND ANALYSIS, (continued) FORWARD-LOOKING INFORMATION: Management routinely develops and reviews with the Company’s Board of Directors strategic plans with the primary objective of continuous improvement in the Company’s consolidated sales and operating results, with a view towards enterprise-level strategic transactions. Strategic plans are developed at the business segment level and generally contain strategies for organic growth and acquisitions.
As collateral against sold receivables, Matthews RFC maintains a certain level of unsold receivables, which was $58.2 million and $57.9 million as of September 30, 2024 and 2023, respectively. 30 ITEM 7.
As collateral against sold receivables, Matthews RFC maintains a certain level of unsold receivables, which was $63.7 million and $58.2 million as of September 30, 2025 and 2024, respectively.
Capital expenditures were $45.2 million for the year ended September 30, 2024, compared to $50.6 million and $61.3 million for fiscal years 2023 and 2022, respectively.
Capital expenditures were $35.8 million for the year ended September 30, 2025, compared to $45.2 million and $50.6 million for fiscal years 2024 and 2023, respectively.
MANAGEMENT'S DISCUSSION AND ANALYSIS, (continued) LIQUIDITY AND CAPITAL RESOURCES : Net cash provided by operating activities was $79.3 million for the year ended September 30, 2024, compared to $79.5 million and $126.9 million for fiscal years 2023 and 2022, respectively.
MANAGEMENT'S DISCUSSION AND ANALYSIS, (continued) LIQUIDITY AND CAPITAL RESOURCES : Net cash used in operating activities was $23.6 million for the year ended September 30, 2025, compared to net cash provided by operating activities of $79.3 million and $79.5 million for fiscal years 2024 and 2023, respectively.
Capital spending for property, plant and equipment has averaged $52.4 million for the last three fiscal years. Capital expenditures for the last three fiscal years were primarily financed through operating cash. Capital spending for fiscal 2025 is currently estimated to be in the range of approximately $50 million to $60 million.
Capital spending for property, plant and equipment has averaged $43.9 million for the last three fiscal years. Capital expenditures for the last three fiscal years were primarily financed through operating cash. Capital spending for fiscal 2026 is currently estimated to be in the range of approximately $30 million to $40 million.
Assuming market rates remain constant with the rates at September 30, 2024, a gain (net of tax) of approximately $1.0 million included in AOCI is expected to be recognized in earnings over the next twelve months. 31 ITEM 7.
Assuming market rates remain constant with the rates at September 30, 2025, a gain (net of tax) of approximately $115,000 included in AOCI is expected to be recognized in earnings over the next twelve months.
Cash used in investing activities was $47.0 million for the year ended September 30, 2024, compared to $58.7 million and $80.9 million for fiscal years 2023 and 2022, respectively.
Cash provided by investing activities was $159.6 million for the year ended September 30, 2025, compared to cash used in investing activities of $47.0 million and $58.7 million for fiscal years 2024 and 2023, respectively.
Fiscal 2023 operating cash flow also reflected $24.2 million of contributions to fund the settlement of the Company's SERP and ORRP obligations, and $10.5 million of proceeds from the settlement of cash flow hedges.
Fiscal 2023 operating cash flow also reflected $24.2 million of contributions to fund the settlement of the Company's non-qualified Supplemental Retirement Plan ("SERP") and the defined benefit portion of the Officers Retirement Restoration Plan ("ORRP") obligations, and $10.5 million of proceeds from the settlement of cash flow hedges.
The Company incurred debt issuance costs of $4.9 million in connection with the amended and restated agreement, which were deferred and are being amortized over the term of the facility. Unamortized costs were $5.0 million and $949,000 at September 30, 2024 and 2023, respectively. The domestic credit facility requires the Company to maintain certain leverage and interest coverage ratios.
The Company incurred debt issuance costs in connection with the amended and restated agreement . Unamortized costs were $3.9 million and $5.0 million at September 30, 2025 and 2024, respectively. The domestic credit facility requires the Company to maintain certain leverage and interest coverage ratios.
The following table presents information related to cross currency swaps entered into by the Company and designated as net investment hedges: Notional Amount Unrealized Losses Recognized in AOCI Swap Currencies Maturity Date September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 (Dollar amounts in thousands) USD/EUR September 2027 $ 81,392 $ 81,392 $ (5,440) $ (2,065) USD/SEK June 2025 20,000 — (468) — USD/SGD August 2026 20,000 — (441) — USD/EUR August 2026 25,000 — (30) — $ 146,392 $ 81,392 $ (6,379) (1) $ (2,065) (1) (1) Total unrealized losses are presented net of tax of $2,156 and $701, for the years ended September 30, 2024 and 2023, respectively.
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 (Dollar amounts in thousands) 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.
There were no outstanding borrowings under the credit facility at September 30, 2024 or 2023. Other borrowings totaled $15.6 million and $19.2 million at September 30, 2024 and 2023, respectively. The weighted-average interest rate on these borrowings was 2.66% and 2.95% at September 30, 2024 and 2023, respectively.
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 $7.2 million and $15.6 million at September 30, 2025 and 2024, respectively.
The Company reviews long-lived assets, including property, plant and equipment, and intangibles with finite useful lives, whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets is determined by evaluating the estimated undiscounted net cash flows of the operations to which the assets relate.
The Company reviews long-lived assets, including property, plant and equipment, and intangibles with finite useful lives, whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
The following table presents information related to interest rate swaps entered into by the Company and designated as cash flow hedges: September 30, 2024 September 30, 2023 (Dollar amounts in thousands) Notional amount $ 175,000 $ 175,000 Weighted-average maturity period (years) 3.2 4.1 Weighted-average received rate 4.85 % 5.32 % Weighted-average pay rate 3.83 % 3.83 % The Company enters into interest rate swaps in order to achieve a mix of fixed and variable rate debt that it deems appropriate.
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 (Dollar amounts in thousands) 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 % 35 ITEM 7.
The Company is the master servicer under the RPA, and is responsible for administering and collecting receivables. The RPA, which had a maturity date of March 2024, was amended in March 2024 to extend the maturity date to March 2026. The proceeds of the RPA are classified as operating activities in the Company’s Consolidated Statements of Cash Flows.
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.
The Company expects to partially mitigate these cost increases through price realization and cost-reduction initiatives. The Company initiated cost reduction programs during the fourth quarter of fiscal 2024, which are primarily focused on the Company's engineering and tooling operations in Europe, as well as the Company's general and administrative functions.
The Company also initiated cost reduction programs during the fourth quarter of fiscal 2024, which are primarily focused on the Company's engineering and tooling operations in Europe, as well as the Company's general and administrative functions. The Company is planning further cost reduction actions for fiscal 2026.
The 2027 Senior Secured Notes bear interest at a rate of 8.625% per annum with interest payable semi-annually in arrears on April 1 and October 1 of each year beginning on April 1, 2025.
The 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.
Investing activities for fiscal 2022 primarily reflected capital expenditures of $61.3 million, acquisition payments (net of cash acquired or received from sellers) of $44.5 million , purchases of investments of $2.2 million, proceeds from the sale of assets of $5.0 million, proceeds from the sale of investments of $8.8 million, and proceeds from the settlement of net investment hedges of $13.1 million .
Investing activities for fiscal 2025 primarily reflected capital expenditures of $35.8 million, acquisition payments (net of cash acquired or received from sellers) of $55.8 million, proceeds from the sale of assets of $21.3 million, proceeds from sale of the SGK Business, net of divested cash, of $228.0 million, and proceeds from other divestitures of $2.0 million.
Cash used in financing activities for the year ended September 30, 2022 was $37.2 million, and principally reflected proceeds, net of repayments, on long-term debt of $35.7 million, purchases of treasury stock of $41.7 million, payment of dividends of $27.7 million, and $725,000 of holdback and contingent consideration payments related to acquisitions from prior years. 29 ITEM 7.
Cash used in financing activities for the year ended September 30, 2025 was $144.3 million, and principally reflected repayments, net of proceeds, on long-term debt of $67.0 million, purchases of treasury stock of $12.2 million, payment of dividends of $32.8 million, payments, net of proceeds, on net investment hedges of $22.1 million (see below), and $10.2 million of holdback and deferred purchase price payments related to acquisitions from prior years.
The Company operates internationally and utilizes certain derivative financial instruments to manage its foreign currency, debt and interest rate exposures.
The weighted-average interest rate on these borrowings was 2.40% and 2.66% at September 30, 2025 and 2024, respectively. The Company operates internationally and utilizes certain derivative financial instruments to manage its foreign currency, debt and interest rate exposures.
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.
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 $40.2 million at September 30, 2025, all of which were included in other current liabilities on the Consolidated Balance Sheet.
The Company incurred direct financing fees and costs of $5.2 million in connection with 2027 Senior Secured Notes, which were deferred and are being amortized over the term of the 2027 Senior Secured Notes. Unamortized costs related to the Company’s notes were $5.2 million and $1.1 million at September 30, 2024 and 2023, respectively.
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 $3.9 million and $5.2 million at September 30, 2025 and 2024, respectively.
(5) Represents exchange losses associated with highly inflationary accounting related to the Company's Turkish subsidiaries (see Note 2, "Summary of Significant Accounting Policies" in Item 8 - “Financial Statements and Supplementary Data”). (6) Represents items associated with the termination of the Company's DB Plan, supplemental retirement plan and the defined benefit portion of the officers retirement restoration plan.
(5) Represents exchange losses associated with highly inflationary accounting related to the Company's Turkish subsidiaries (see Note 2, "Summary of Significant Accounting Policies" in Item 8 - “Financial Statements and Supplementary Data”). (6) Fiscal 2025 includes asset write-downs within the Brand Solutions segment of $7.9 million (see Note 25, "Asset Write-Downs" in Item 8 - “Financial Statements and Supplementary Data").
Fiscal 2024 also includes legal costs related to an ongoing dispute with Tesla, which totaled $12.4 million (See Note 19, "Commitments and Contingent Liabilities" in Item 8 - "Financial Statements and Supplementary Data"). Fiscal 2023 includes loss recoveries totaling $2.2 million which were related to a previously disclosed theft of funds by a former employee initially identified in fiscal 2015.
Also includes legal costs related to an ongoing dispute with Tesla, which totaled $22.2 million and $12.4 million for the fiscal years ended September 30, 2025 and 2024, respectively (See Note 20, "Commitments and Contingent Liabilities" in Item 8 - "Financial Statements and Supplementary Data" ).
An impairment loss would be recognized when the carrying amount of the assets exceeds the fair value, which is based on a discounted cash flow analysis. An asset considered held-for-sale is reported at the lower of the asset's carrying amount or fair value, less cost to sell.
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.
The Company's current ratio was 1.5 and 1.6 at September 30, 2024 and 2023, respectively. Long-Term Contractual Obligations: The following table summarizes the Company's contractual obligations at September 30, 2024, and the effect such obligations are expected to have on its liquidity and cash flows in future periods.
Customer delays within the energy storage business have impacted the timing of projects, and consequently, have resulted in invoicing delays for this business. Long-Term Contractual Obligations: The following table summarizes the Company's contractual obligations at September 30, 2025, and the effect such obligations are expected to have on its liquidity and cash flows in future periods.
Unrecognized tax benefits are positions taken, or expected to be taken, on an income tax return that may result in additional payments to tax authorities. If a tax authority agrees with the tax position taken, or expected to be taken, or the applicable statute of limitations expires, then additional payments will not be necessary.
If a tax authority agrees with the tax position taken, or expected to be taken, or the applicable statute of limitations expires, then additional payments will not be necessary. As of September 30, 2025, the Company had unrecognized tax benefits, excluding penalties and interest, of approximately $3.0 million.
Outstanding Euro denominated borrowings on the revolving credit facility at September 30, 2024 and 2023 were €30.0 million ($33.5 million) and €55.0 million ($58.2 million), respectively. The weighted-average interest rate on outstanding borrowings for the domestic credit facility (including the effects of interest rate swaps and Euro denominated borrowings) at September 30, 2024 and 2023 was 4.59% and 5.95%, respectively.
The weighted-average interest rate on outstanding borrowings for the domestic credit facility (including the effects of interest rate swaps and Euro denominated borrowings) at September 30, 2025 and 2024 was 3.99% and 4.59%, respectively. The Company has $300.0 million aggregate principal amount of 8.625% senior secured second lien notes due October 1, 2027 (the "2027 Senior Secured Notes").
MANAGEMENT'S DISCUSSION AND ANALYSIS, (continued) The following table sets forth a summary of receivables sold as part of the RPA: For the Year Ended September 30, 2024 2023 (Dollar amounts in thousands) Gross receivables sold $ 379,094 $ 393,493 Cash collections reinvested (384,594) (388,283) Net cash (payments) proceeds $ (5,500) $ 5,210 In March 2023, the Company, through its U.K. subsidiary, entered into a non-recourse factoring arrangement.
The following table sets forth a summary of receivables sold as part of the RPA: For the Year Ended September 30, 2025 2024 (Dollar amounts in thousands) Gross receivables sold $ 281,988 $ 379,094 Cash collections reinvested (312,688) (384,594) Net cash (reinvested) received $ (30,700) $ (5,500) 34 ITEM 7.
The Company believes that its current liquidity sources, combined with its operating cash flow and borrowing capacity, will be sufficient to meet its capital needs for the foreseeable future. ACQUISITIONS AND DIVESTITURES: Refer to Note 22, "Acquisitions and Divestitures" in Item 8 - "Financial Statements and Supplementary Data," for further details on the Company's acquisitions and divestitures.
The timing of potential future payments related to the unrecognized tax benefits is not presently determinable. The Company believes that its current liquidity sources, combined with its operating cash flow and borrowing capacity, will be sufficient to meet its capital needs for the foreseeable future.
In connection with this arrangement, the Company periodically sells trade receivables to a third-party purchaser in exchange for cash. These transfers of financial assets are recorded at the time the Company surrenders control of the assets. As these transfers qualify as true sales under the applicable accounting guidance, the receivables are de-recognized from the Company's Consolidated Balance Sheets upon transfer.
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 Company, through certain of its European subsidiaries, has a credit facility with a European bank, which is guaranteed by Matthews. The maximum amount of borrowings available under this facility is €10.0 million ($11.2 million). This facility also provides €18.5 million ($20.6 million) for bank guarantees. This facility has no stated maturity date and is available until terminated.
The maximum amount of borrowings available under this facility is €6.0 million ($7.0 million). This facility also provides €14.0 million ($16.4 million) 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 ($774,000) at September 30, 2025.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS: Refer to Note 3, "Accounting Pronouncements" in Item 8 - "Financial Statements and Supplementary Data," for further details on recently issued accounting pronouncements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK: The following discussion about the Company's market risk involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS: Refer to Note 3, "Accounting Pronouncements" in Item 8 - "Financial Statements and Supplementary Data," for further details on recently issued accounting pronouncements. 39
(2) Includes $42,245 of severance and other employee termination benefit obligations, as well as $15,433 of deferred purchase price and contingent consideration obligations related to acquisitions completed in prior years. 32 ITEM 7.
(2) Includes $1,163 of severance and other employee termination benefit obligations, as well as $5,061 of deferred purchase price and contingent consideration obligations related to acquisitions completed in prior years. Unrecognized tax benefits are positions taken, or expected to be taken, on an income tax return that may result in additional payments to tax authorities.
Such amounts totaled $58.4 million, of which $17.4 million and $41.0 million were included in other current liabilities and other liabilities, respectively, on the Consolidated Balance Sheets at September 30, 2024. The Company uses certain foreign currency debt instruments as net investment hedges of foreign operations with a notional amount of €30.0 million ($33.5 million) as of September 30, 2024.
Outstanding advance payment amounts totaled $58.4 million at September 30, 2024, of which $17.4 million and $41.0 million 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.
Under the current authorization, 611,321 shares remain available for repurchase as of September 30, 2024. Consolidated working capital was $197.8 million at September 30, 2024, compared to $253.7 million at September 30, 2023. Cash and cash equivalents were $40.8 million at September 30, 2024, compared to $42.1 million at September 30, 2023.
The Company has no near-term intention to utilize the ATM Program. Consolidated working capital was $169.7 million at September 30, 2025, compared to $197.8 million at September 30, 2024. Cash and cash equivalents were $32.4 million at September 30, 2025, compared to $40.8 million at September 30, 2024.
For the SGK Brand Solutions segment, the Company expects that sales growth will be influenced by global economic conditions, brand innovation, the level of marketing spending by the Company's clients, and government regulation.
The underlying business performance for the Company's investment in Propelis will be influenced by global economic conditions, brand innovation, the level of marketing spending by the investee's clients, government regulation, currency fluctuations, and the ability of the investee to effectively integrate and achieve anticipated synergy benefits from the joint venture.
Payments due in fiscal year: Total 2025 2026 to 2027 2028 to 2029 After 2029 Contractual Cash Obligations: (Dollar amounts in thousands) Revolving credit facilities $ 444,011 $ — $ — $ 444,011 $ — 2027 Senior Secured Notes 372,376 12,938 51,750 307,688 — Finance lease obligations (1) 24,492 6,836 12,339 4,259 1,058 Non-cancelable operating leases (1) 67,592 24,711 30,977 8,457 3,447 Cross-currency swaps 66,967 18,042 48,925 — — Other (2) 74,029 53,532 11,495 2,419 6,583 Total contractual cash obligations $ 1,049,467 $ 116,059 $ 155,486 $ 766,834 $ 11,088 (1) Lease obligations have not been discounted to their present value.
Payments due in fiscal year: Total 2026 2027 to 2028 2029 to 2030 After 2030 Contractual Cash Obligations: (Dollar amounts in thousands) Revolving credit facilities $ 385,007 $ — $ 774 $ 384,233 $ — 2027 Senior Secured Notes 360,798 — 51,750 309,048 — Finance lease obligations (1) 24,560 8,086 12,810 3,530 134 Non-cancelable operating leases (1) 58,394 18,734 23,829 11,735 4,096 Cross-currency swaps 58,541 45,914 12,627 — — Other (2) 13,377 2,388 6,068 — 4,921 Total contractual cash obligations $ 900,677 $ 75,122 $ 107,858 $ 708,546 $ 9,151 (1) Lease obligations have not been discounted to their present value.
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.
MANAGEMENT'S DISCUSSION AND ANALYSIS, (continued) 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.
Removed
(4) Includes certain non-recurring direct incremental costs (such as costs for purchases of computer peripherals and devices to facilitate working-from-home, additional personal protective equipment and cleaning supplies and services, etc.) incurred in response to COVID-19. This amount does not include the impact of any lost sales or underutilization due to COVID-19.
Added
(2) Includes fees for receivables sold under the RPA and factoring arrangements totaling $3.9 million, $4.8 million and $4.0 million for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.
Removed
Fiscal 2022 includes goodwill write-downs within the SGK Brand Solutions segment of $82.5 million (see Note 23, "Goodwill and Other Intangible Assets" in Item 8 - “Financial Statements and Supplementary Data"), and asset write-downs net of recoveries within the SGK Brand Solutions segment of $10.1 million (see Note 24, "Asset Write-Downs" in Item 8 - “Financial Statements and Supplementary Data").
Added
(3) Includes certain non-recurring items associated with recent acquisition and divestiture activities and also includes a loss of $2.1 million 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" in Item 8 - "Financial Statements and Supplementary Data").
Removed
Fiscal 2024 amounts totaling $32.5 million, $1.4 million and $11.8 million were presented in cost of sales, selling expense, and administrative expense, respectively. Fiscal 2023 amounts totaling $9.0 million, $1.9 million and $2.3 million were presented in cost of sales, selling expense, and administrative expense, respectively.
Added
Fiscal 2025 includes costs related to the Company's 2025 contested proxy which totaled $5.1 million. Fiscal 2025 includes $8.0 million of expense related to the settlement of a contractual licensing matter within the Memorialization segment (See Note 20, "Commitments and Contingent Liabilities in Item 8 - Financial Statements and Supplementary Data").
Removed
Fiscal 2022 amounts totaling $1.8 million, $267,000 and $12.6 million were presented in cost of sales, selling expense, and administrative expense, respectively. Accrued severance and other employee termination benefits totaled $42.2 million and $7.3 million as of September 30, 2024 and 2023, respectively. 28 ITEM 7.
Added
Fiscal 2025 includes net gains on the sales of certain significant property and other assets of $3.6 million. Fiscal 2025 and 2023 include loss recoveries totaling $1.7 million and $2.2 million, respectively, which were related to a previously disclosed theft of funds by a former employee initially identified in fiscal 2015.
Removed
Fiscal 2022 operating cash flow also reflected $35.7 million of contributions to fully fund the settlement of the Company's DB Plan obligations.
Added
Refer to Note 13, "Restructuring" in Item 8 - "Financial Statements and Supplementary Data" for further details. 32 ITEM 7.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+4 added−0 removed3 unchanged
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, (continued) The fair value of the interest rate swaps reflected a net unrealized loss of $2.6 million ($1.9 million after-tax) at September 30, 2024 that is included in equity as part of AOCI.
Biggest changeThe fair value of the interest rate swaps reflected a net unrealized loss of $2.3 million ($1.8 million after-tax) at September 30, 2025 that is included in equity as part of AOCI.
A hypothetical decrease of 10% in market interest rates (e.g., a decrease from 5.0% to 4.5%) would result in a pre-tax decrease of approximately $1.5 million in the fair value of the interest rate swaps.
A hypothetical decrease of 10% in market interest rates (e.g., a decrease from 5.0% to 4.5%) would result in a pre-tax decrease of approximately $1.7 million in the fair value of the interest rate swaps.
Actuarial Assumptions - As of September 30, 2024, all of the Company's defined benefit plans are unfunded. The most significant actuarial assumption affecting pension expense and pension obligations is discount rates. A hypothetical decrease of 1% in discount rates would result in an increase of approximately $2.4 million in the projected benefit obligation.
Actuarial Assumptions - As of September 30, 2025, all of the Company's defined benefit plans are unfunded. The most significant actuarial assumption affecting pension expense and pension obligations is discount rates. A hypothetical decrease of 1% in discount rates would result in an increase of approximately $1.4 million in the projected benefit obligation.
As of September 30, 2024, the potential pre-tax gain or loss in the fair value of these swap contracts assuming a hypothetical 10% fluctuation in the market rates would be approximately $15.9 million.
As of September 30, 2025, the potential pre-tax gain or loss in the fair value of these swap contracts assuming a hypothetical 10% fluctuation in the market rates would be approximately $14.3 million.
Refer to Note 16, "Pension and Other Postretirement Plans" in Item 8 – "Financial Statements and Supplementary Data" for additional information. 36
Refer to Note 17, "Pension and Other Postretirement Plans" in Item 8 – "Financial Statements and Supplementary Data" for additional information. 40
As of September 30, 2024, the Company had cross currency swap contracts with an aggregate notional amount of $146.4 million designated as net investment hedges of foreign operations. The net unrealized loss for these swap contracts at September 30, 2024 was $8.5 million ($6.4 million after-tax).
As of September 30, 2025, the Company had cross currency swap contracts with an aggregate notional amount of $126.4 million designated as net investment hedges of foreign operations. The net unrealized loss for these swap contracts at September 30, 2025 was $18.4 million ($13.7 million after-tax).
An adverse change (strengthening U.S. dollar) of 10% in exchange rates would have resulted in a decrease in reported sales of $65.0 million and a decrease in reported operating loss of $4.6 million for the year ended September 30, 2024.
An adverse change (strengthening U.S. dollar) of 10% in exchange rates would have resulted in a decrease in reported sales of $31.6 million and a decrease in reported operating income of $2.3 million for the year ended September 30, 2025.
Added
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK: The following discussion about the Company's market risk involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. The Company has market risk related to changes in interest rates, commodity prices and foreign currency exchange rates.
Added
The Company does not generally use derivative financial instruments in connection with these market risks, except as noted below. Interest Rates - The Company's most significant long-term instrument is the domestic credit facility. U.S. dollar denominated debt under the domestic credit facility bears interest at variable rates based on SOFR (LIBOR for periods prior to March 2023).
Added
The following table presents information related to interest rate contracts entered into by the Company and designated as cash flow hedges: September 30, 2025 September 30, 2024 (Dollar amounts in thousands) Pay fixed swaps - 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 interest rate swaps have been designated as cash flow hedges of the future variable interest payments which are considered probable of occurring.
Added
Based on the Company's assessment, all 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.

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