Latest news with #SGK
Yahoo
06-05-2025
- Business
- Yahoo
SGS & Co and SGK unite to become Propelis
Propelis family of brands created to serve wide range of client needs across the globe, with the packaging graphics and print solutions teams from SGS & Co and SGK combining into SGX CHICAGO, May 6, 2025 /CNW/ -- Two of the world's most respected names in brand creative, packaging, print solutions, branded environments, and content production have officially joined forces. Today, SGS & Co and SGK announce the finalization of their merger to become the Propelis family of brands – a next-generation global agency designed to move brands forward with greater speed, clarity, and confidence. Propelis Logo With a combined legacy spanning more than 150 years, Propelis commences operations with 10,000 employees in 30+ countries, nearly $1 billion in annual sales, and a diverse client base of over 2,000 leading companies. Offering fully integrated solutions spanning creative, brand production, and technology, Propelis combines the strengths of SGK and SGS & Co into an unprecedented go-to-market ecosystem of talent, services and technology-enabled solutions for brands, retailers, and printers. Clients will benefit through attentive local service in more markets, backed by a global delivery platform; by combined economies of scale; and through access to a larger, more diverse network of creative, production, and technology expertise. Furthermore, combined investments in cloud-smart, AI-enabled content and packaging automation technology will accelerate scaled delivery capabilities to help clients meet the rapidly growing consumer demand for all kinds of content. The Propelis name symbolizes upward momentum, integration, and purposeful innovation. To bring focused expertise to every stage of the brand journey, Propelis will deliver its integrated solutions through a family of specialist brands: SGX – industry-leading packaging graphic production, flexo plate, rotogravure cylinder, and metal deco solutions that combine the rich history and unique expertise of SGK and SGS Marks & Equator – delivering creative, strategy, digital commerce, experiential marketing, engineering, and creative content production Collide – experts in store signage; large format, digital, and sheetfed printing; packaging mockups, influencer kits, and samples; fabrication; merchandising; and distribution 5Flow – unified, cloud-smart platforms powering content and packaging automation and workflows Gary Kohl, formerly President of SGK, has been appointed CEO of Propelis. Matt Gresge, previously CEO of SGS & Co, will serve as Executive Chairman of the Board.
Associated Press
08-02-2025
- Business
- Associated Press
Matthews International Issues Statement Following ISS Report
Matthews International Corporation (Nasdaq GSM: MATW) ('Matthews' or the 'Company') issued the following statement regarding a February 6, 2025 report by Institutional Shareholder Services ('ISS'): We strongly disagree with ISS' recommendation, which adopts Barington's positions while giving no substantive analysis to Barington's own plans and nominees. In doing so, ISS does not give appropriate consideration to the concerning absence of relevant skills and new ideas among Barington's nominees and the actions Matthews is taking to unlock the value of its businesses. Notably, Barington's 'four-step plan' contains no ideas that would help shareholders, except those (like a strategic transaction of SGK) that have already been initiated by the Company. ISS' report does not address whether Barington's plans for the Company would be better for shareholders than the Board's current strategy. Additionally, we do not agree with the position that the 'most important attribute' that Barington's nominees have is their 'independence.' In fact, they would bring to the Board a total lack of understanding about our business, no relevant skills, and track records of poor oversight. As a consultant to the Company, James Mitarotonda added no value, showed up to most meetings unprepared and made suggestions that either did not make sense or were already being executed. Barington's other two nominees also showed no understanding of our Company in interviews with directors. Furthermore, Mr. Mitarotonda and his nominees have no experience relevant to the businesses in which we operate, and each have been criticized for questionable M&A oversight that was alleged to have destroyed shareholder value. In contrast, under the current Board of Directors, the Company has taken significant actions to benefit all shareholders: The Board has developed our Memorialization segment into a market-leading, cash-generating business—leading to significant capital return to shareholders and significant re-investment into our high-growth Industrial Technologies segment, such as our Dry Battery Electrode (DBE) technology. Following our recent victory against Tesla in arbitration, we intend to immediately resume marketing, selling and delivering our DBE solutions to other customers in the growing electric vehicle market, where battery and automobile equipment manufacturers from around the world seek to adopt our innovative solutions. We expect that this victory will eliminate an overhang on the stock that we believed was caused by this dispute. The Board announced a strategic disposition of the SGK business following a process begun in 2019, well before Barington was even a shareholder. The SGK transaction provides for substantial upfront consideration of $350 million at closing, while still benefiting from synergy-driven value creation in the future. The favorable terms of the SGK transaction reflect the various strategic investments in technology and cost-savings initiatives executed by the leadership team over recent years. The Board disclosed a comprehensive evaluation of strategic alternatives for all of the Company's businesses, engaging J.P. Morgan's expertise to facilitate this process. Matthews expects to announce several initiatives over the course of the 2025 fiscal year that we believe will help drive shareholder value. Since 2020, we have welcomed three new independent directors and nominated a fourth new independent director for election at the 2025 annual meeting. The Board plans to continue to refresh in the coming year. As part of this commitment, Mr. Babe will not stand for re-election at the 2026 annual meeting, which is further evidence of Board change and refreshment. Matthews' nominees bring the right set of skills and expertise to help the board drive long-term shareholder value. On January 31, 2025, GAMCO Asset Management, one of Matthews' top 5 shareholders with an approximate 4.38% stake, announced that it will support Matthews' director nominees. In its press release, GAMCO stated: 'After a thorough review, GAMCO believes that Matthews' proposed slate of nominees is best positioned, at this time, to focus and execute on the Company's efforts to surface underlying value for all shareholders.' We have been in ongoing discussions with shareholders and value the feedback we have received. We look forward to continuing these conversations and are committed to doing what is in the best interest of all Matthews shareholders. Your vote is important, and we ask that you vote 'FOR' all three Matthews' nominees on the WHITE proxy card and 'WITHHOLD' on Barington's Director Nominees. J.P. Morgan Securities LLC is serving as financial advisor to Matthews. Sidley Austin LLP is serving as legal counsel to Matthews. About Matthews International Matthews International Corporation is a global provider of memorialization products, industrial technologies, and brand solutions. The Memorialization segment is a leading provider of memorialization products, including memorials, caskets, cremation-related products, and cremation and incineration equipment, primarily to cemetery and funeral home customers that help families move from grief to remembrance. The Industrial Technologies segment includes the design, manufacturing, service and sales of high-tech custom energy storage solutions; product identification and warehouse automation technologies and solutions, including order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products; and coating and converting lines for the packaging, pharma, foil, décor and tissue industries. The SGK Brand Solutions segment is a leading provider of packaging solutions and brand experiences, helping companies simplify their marketing, amplify their brands and provide value. The Company has over 11,000 employees in more than 30 countries on six continents that are committed to delivering the highest quality products and services. YOUR VOTE IS IMPORTANT! Your vote is important, and we ask that you please vote 'FOR' the election of our three nominees: Terry L. Dunlap, Alvaro Garcia-Tunon and J. Michael Nauman using the WHITE proxy card and 'WITHHOLD' on Barington's nominees. Simply follow the easy instructions on the enclosed WHITE proxy card to vote by internet or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided. If you received this letter by email, you may also vote by pressing the WHITE 'VOTE NOW' button in the accompanying email. The Board of Directors urges you to disregard any such materials and does not endorse any of Barington's nominees. If you have any questions or require any assistance with voting your shares, please call the Company's proxy solicitor at: Additional Information In connection with the Company's 2025 Annual Meeting, the Company has filed with the U.S. Securities and Exchange Commission ('SEC') and commenced mailing to the shareholders of record entitled to vote at the 2025 Annual Meeting a definitive proxy statement and other documents, including a WHITE proxy card. SHAREHOLDERS ARE ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY THE COMPANY AND ALL OTHER RELEVANT DOCUMENTS WHEN FILED WITH THE SEC AND WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and other interested parties will be able to obtain the documents free of charge at the SEC's website, or from the Company at its website: You may also obtain copies of the Company's definitive proxy statement and other documents, free of charge, by contacting the Company's Investor Relations Department at Matthews International Corporation, Two NorthShore Center, Pittsburgh, Pennsylvania 15212-5851, Attention: Investor Relations, telephone (412) 442-8200. Participants in the Solicitation The participants in the solicitation of proxies in connection with the 2025 Annual Meeting are the Company, Alvaro Garcia-Tunon, Gregory S. Babe, Joseph C. Bartolacci, Katherine E. Dietze, Terry L. Dunlap, Lillian D. Etzkorn, Morgan K. O'Brien, J. Michael Nauman, Aleta W. Richards, David A. Schawk, Jerry R. Whitaker, Francis S. Wlodarczyk, Steven F. Nicola and Brian D. Walters. Certain information about the compensation of the Company's named executive officers and non-employee directors and the participants' holdings of the Company's Common Stock is set forth in the sections entitled 'Compensation of Directors' (on page 36 and available here), 'Stock Ownership of Certain Beneficial Owners and Management' (on page 64 and available here), 'Executive Compensation and Retirement Benefits' (on page 66 and available here), and 'Appendix A' (on page A-1 and available here), respectively, in the Company's definitive proxy statement, dated January 7, 2025, for its 2025 Annual Meeting as filed with the SEC on Schedule 14A, available here. Additional information regarding the interests of these participants in the solicitation of proxies in respect of the 2025 Annual Meeting and other relevant materials will be filed with the SEC when they become available. These documents are or will be available free of charge at the SEC's website at Forward-Looking Statements Any forward-looking statements contained in this release are included pursuant to the 'safe harbor' provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of the Company regarding the future, including statements regarding the anticipated timing and benefits of the proposed joint venture transaction, and may be identified by the use of words such as 'expects,' 'believes,' 'intends,' 'projects,' 'anticipates,' 'estimates,' 'plans,' 'seeks,' 'forecasts,' 'predicts,' 'objective,' 'targets,' 'potential,' 'outlook,' 'may,' 'will,' 'could' or the negative of these terms, other comparable terminology and variations thereof. Such forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to be materially different from management's expectations, and no assurance can be given that such expectations will prove correct. Factors that could cause the Company's results to differ materially from the results discussed in such forward-looking statements principally include the possibility that the terms of the final award to be issued by the Arbitrator in the Tesla, Inc. ('Tesla') dispute may differ from the terms of the interim award issued by the Arbitrator and may be challenged, our ability to satisfy the conditions precedent to the consummation of the proposed joint venture transaction on the expected timeline or at all, our ability to achieve the anticipated benefits of the proposed joint venture transaction, uncertainties regarding future actions that may be taken by Barington in furtherance of its intention to nominate director candidates for election at the Company's 2025 Annual Meeting, potential operational disruption caused by Barington's actions that may make it more difficult to maintain relationships with customers, employees or partners, changes in domestic or international economic conditions, changes in foreign currency exchange rates, changes in interest rates, changes in the cost of materials used in the manufacture of the Company's products, including changes in costs due to adjustments to tariffs, any impairment of goodwill or intangible assets, environmental liability and limitations on the Company's operations due to environmental laws and regulations, disruptions to certain services, such as telecommunications, network server maintenance, cloud computing or transaction processing services, provided to the Company by third-parties, changes in mortality and cremation rates, changes in product demand or pricing as a result of consolidation in the industries in which the Company operates, or other factors such as supply chain disruptions, labor shortages or labor cost increases, changes in product demand or pricing as a result of domestic or international competitive pressures, ability to achieve cost-reduction objectives, unknown risks in connection with the Company's acquisitions, divestitures and business combinations, cybersecurity concerns and costs arising with management of cybersecurity threats, effectiveness of the Company's internal controls, compliance with domestic and foreign laws and regulations, technological factors beyond the Company's control, impact of pandemics or similar outbreaks, or other disruptions to our industries, customers, or supply chains, the impact of global conflicts, such as the current war between Russia and Ukraine, the Company's plans and expectations with respect to its exploration, and contemplated execution, of various strategies with respect to its portfolio of businesses, the Company's plans and expectations with respect to its Board, and other factors described in the Company's Annual Report on Form 10-K and other periodic filings with the U.S. Securities and Exchange Commission. Matthews International Corporation Corporate Office Two NorthShore Center Pittsburgh, PA 15212-5851 Phone: (412) 442-8200 Contacts Matthews International Co. Steven F. Nicola Chief Financial Officer and Secretary (412) 442-8262 Sodali & Co. Michael Verrechia/Bill Dooley (800) 662-5200 Georgeson LLC Bill Fiske / David Farkas Collected Strategies
Yahoo
07-02-2025
- Business
- Yahoo
Matthews International Issues Statement Following ISS Report
PITTSBURGH, Feb. 07, 2025 (GLOBE NEWSWIRE) -- Matthews International Corporation (Nasdaq GSM: MATW) ('Matthews' or the 'Company') issued the following statement regarding a February 6, 2025 report by Institutional Shareholder Services ("ISS"): We strongly disagree with ISS' recommendation, which adopts Barington's positions while giving no substantive analysis to Barington's own plans and nominees. In doing so, ISS does not give appropriate consideration to the concerning absence of relevant skills and new ideas among Barington's nominees and the actions Matthews is taking to unlock the value of its businesses. Notably, Barington's 'four-step plan' contains no ideas that would help shareholders, except those (like a strategic transaction of SGK) that have already been initiated by the Company. ISS' report does not address whether Barington's plans for the Company would be better for shareholders than the Board's current strategy. Additionally, we do not agree with the position that the 'most important attribute' that Barington's nominees have is their 'independence.' In fact, they would bring to the Board a total lack of understanding about our business, no relevant skills, and track records of poor oversight. As a consultant to the Company, James Mitarotonda added no value, showed up to most meetings unprepared and made suggestions that either did not make sense or were already being executed. Barington's other two nominees also showed no understanding of our Company in interviews with directors. Furthermore, Mr. Mitarotonda and his nominees have no experience relevant to the businesses in which we operate, and each have been criticized for questionable M&A oversight that was alleged to have destroyed shareholder value. In contrast, under the current Board of Directors, the Company has taken significant actions to benefit all shareholders: The Board has developed our Memorialization segment into a market-leading, cash-generating business—leading to significant capital return to shareholders and significant re-investment into our high-growth Industrial Technologies segment, such as our Dry Battery Electrode (DBE) technology. Following our recent victory against Tesla in arbitration, we intend to immediately resume marketing, selling and delivering our DBE solutions to other customers in the growing electric vehicle market, where battery and automobile equipment manufacturers from around the world seek to adopt our innovative solutions. We expect that this victory will eliminate an overhang on the stock that we believed was caused by this dispute. The Board announced a strategic disposition of the SGK business following a process begun in 2019, well before Barington was even a shareholder. The SGK transaction provides for substantial upfront consideration of $350 million at closing, while still benefiting from synergy-driven value creation in the future. The favorable terms of the SGK transaction reflect the various strategic investments in technology and cost-savings initiatives executed by the leadership team over recent years. The Board disclosed a comprehensive evaluation of strategic alternatives for all of the Company's businesses, engaging J.P. Morgan's expertise to facilitate this process. Matthews expects to announce several initiatives over the course of the 2025 fiscal year that we believe will help drive shareholder value. Since 2020, we have welcomed three new independent directors and nominated a fourth new independent director for election at the 2025 annual meeting. The Board plans to continue to refresh in the coming year. As part of this commitment, Mr. Babe will not stand for re-election at the 2026 annual meeting, which is further evidence of Board change and refreshment. Matthews' nominees bring the right set of skills and expertise to help the board drive long-term shareholder value. On January 31, 2025, GAMCO Asset Management, one of Matthews' top 5 shareholders with an approximate 4.38% stake, announced that it will support Matthews' director nominees. In its press release, GAMCO stated: 'After a thorough review, GAMCO believes that Matthews' proposed slate of nominees is best positioned, at this time, to focus and execute on the Company's efforts to surface underlying value for all shareholders.' We have been in ongoing discussions with shareholders and value the feedback we have received. We look forward to continuing these conversations and are committed to doing what is in the best interest of all Matthews shareholders. Your vote is important, and we ask that you vote 'FOR' all three Matthews' nominees on the WHITE proxy card and 'WITHHOLD' on Barington's Director Nominees. J.P. Morgan Securities LLC is serving as financial advisor to Matthews. Sidley Austin LLP is serving as legal counsel to Matthews. About Matthews InternationalMatthews International Corporation is a global provider of memorialization products, industrial technologies, and brand solutions. The Memorialization segment is a leading provider of memorialization products, including memorials, caskets, cremation-related products, and cremation and incineration equipment, primarily to cemetery and funeral home customers that help families move from grief to remembrance. The Industrial Technologies segment includes the design, manufacturing, service and sales of high-tech custom energy storage solutions; product identification and warehouse automation technologies and solutions, including order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products; and coating and converting lines for the packaging, pharma, foil, décor and tissue industries. The SGK Brand Solutions segment is a leading provider of packaging solutions and brand experiences, helping companies simplify their marketing, amplify their brands and provide value. The Company has over 11,000 employees in more than 30 countries on six continents that are committed to delivering the highest quality products and services. YOUR VOTE IS IMPORTANT!Your vote is important, and we ask that you please vote 'FOR' the election of our three nominees: Terry L. Dunlap, Alvaro Garcia-Tunon and J. Michael Nauman using the WHITE proxy card and 'WITHHOLD' on Barington's follow the easy instructions on the enclosed WHITE proxy card to vote by internet or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided. If you received this letter by email, you may also vote by pressing the WHITE 'VOTE NOW' button in the accompanying email. The Board of Directors urges you to disregard any such materials and does not endorse any of Barington's nominees. If you have any questions or require any assistance with voting your shares, please call the Company's proxy solicitor at: (888) 755-7097 or email MATWinfo@ Additional InformationIn connection with the Company's 2025 Annual Meeting, the Company has filed with the U.S. Securities and Exchange Commission ('SEC') and commenced mailing to the shareholders of record entitled to vote at the 2025 Annual Meeting a definitive proxy statement and other documents, including a WHITE proxy card. SHAREHOLDERS ARE ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY THE COMPANY AND ALL OTHER RELEVANT DOCUMENTS WHEN FILED WITH THE SEC AND WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and other interested parties will be able to obtain the documents free of charge at the SEC's website, or from the Company at its website: You may also obtain copies of the Company's definitive proxy statement and other documents, free of charge, by contacting the Company's Investor Relations Department at Matthews International Corporation, Two NorthShore Center, Pittsburgh, Pennsylvania 15212-5851, Attention: Investor Relations, telephone (412) 442-8200. Participants in the SolicitationThe participants in the solicitation of proxies in connection with the 2025 Annual Meeting are the Company, Alvaro Garcia-Tunon, Gregory S. Babe, Joseph C. Bartolacci, Katherine E. Dietze, Terry L. Dunlap, Lillian D. Etzkorn, Morgan K. O'Brien, J. Michael Nauman, Aleta W. Richards, David A. Schawk, Jerry R. Whitaker, Francis S. Wlodarczyk, Steven F. Nicola and Brian D. Walters. Certain information about the compensation of the Company's named executive officers and non-employee directors and the participants' holdings of the Company's Common Stock is set forth in the sections entitled 'Compensation of Directors' (on page 36 and available here), 'Stock Ownership of Certain Beneficial Owners and Management' (on page 64 and available here), 'Executive Compensation and Retirement Benefits' (on page 66 and available here), and 'Appendix A' (on page A-1 and available here), respectively, in the Company's definitive proxy statement, dated January 7, 2025, for its 2025 Annual Meeting as filed with the SEC on Schedule 14A, available here. Additional information regarding the interests of these participants in the solicitation of proxies in respect of the 2025 Annual Meeting and other relevant materials will be filed with the SEC when they become available. These documents are or will be available free of charge at the SEC's website at Forward-Looking StatementsAny forward-looking statements contained in this release are included pursuant to the 'safe harbor' provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of the Company regarding the future, including statements regarding the anticipated timing and benefits of the proposed joint venture transaction, and may be identified by the use of words such as 'expects,' 'believes,' 'intends,' 'projects,' 'anticipates,' 'estimates,' 'plans,' 'seeks,' 'forecasts,' 'predicts,' 'objective,' 'targets,' 'potential,' 'outlook,' 'may,' 'will,' 'could' or the negative of these terms, other comparable terminology and variations thereof. Such forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to be materially different from management's expectations, and no assurance can be given that such expectations will prove correct. Factors that could cause the Company's results to differ materially from the results discussed in such forward-looking statements principally include the possibility that the terms of the final award to be issued by the Arbitrator in the Tesla, Inc. ("Tesla") dispute may differ from the terms of the interim award issued by the Arbitrator and may be challenged, our ability to satisfy the conditions precedent to the consummation of the proposed joint venture transaction on the expected timeline or at all, our ability to achieve the anticipated benefits of the proposed joint venture transaction, uncertainties regarding future actions that may be taken by Barington in furtherance of its intention to nominate director candidates for election at the Company's 2025 Annual Meeting, potential operational disruption caused by Barington's actions that may make it more difficult to maintain relationships with customers, employees or partners, changes in domestic or international economic conditions, changes in foreign currency exchange rates, changes in interest rates, changes in the cost of materials used in the manufacture of the Company's products, including changes in costs due to adjustments to tariffs, any impairment of goodwill or intangible assets, environmental liability and limitations on the Company's operations due to environmental laws and regulations, disruptions to certain services, such as telecommunications, network server maintenance, cloud computing or transaction processing services, provided to the Company by third-parties, changes in mortality and cremation rates, changes in product demand or pricing as a result of consolidation in the industries in which the Company operates, or other factors such as supply chain disruptions, labor shortages or labor cost increases, changes in product demand or pricing as a result of domestic or international competitive pressures, ability to achieve cost-reduction objectives, unknown risks in connection with the Company's acquisitions, divestitures and business combinations, cybersecurity concerns and costs arising with management of cybersecurity threats, effectiveness of the Company's internal controls, compliance with domestic and foreign laws and regulations, technological factors beyond the Company's control, impact of pandemics or similar outbreaks, or other disruptions to our industries, customers, or supply chains, the impact of global conflicts, such as the current war between Russia and Ukraine, the Company's plans and expectations with respect to its exploration, and contemplated execution, of various strategies with respect to its portfolio of businesses, the Company's plans and expectations with respect to its Board, and other factors described in the Company's Annual Report on Form 10-K and other periodic filings with the U.S. Securities and Exchange Commission. Matthews International CorporationCorporate OfficeTwo NorthShore CenterPittsburgh, PA 15212-5851Phone: (412) 442-8200 ContactsMatthews International F. Nicola Chief Financial Officer and Secretary(412) 442-8262 Sodali & Verrechia/Bill Dooley(800) 662-5200MATW@ Georgeson LLCBill Fiske / David FarkasMATWinfo@ Collected StrategiesDan Moore / Scott Bisang / Clayton ErwinMATW-CS@ in to access your portfolio
Associated Press
07-02-2025
- Automotive
- Associated Press
Matthews International Reports Results for Fiscal 2025 First Quarter
Fiscal 2025 First Quarter Financial Highlights: Company maintains outlook for fiscal 2025 (subject to the completion of the SGK Brand Solutions (SGK) transaction) Positive arbitration ruling affirms Company's right to sell its DBE solutions Cost reduction program on track Regulatory filings for SGK transaction initiated; continue to expect transaction to be completed by mid-2025 with proceeds applied substantially to debt reduction Webcast: Friday, February 7, 2025, 9:00 a.m., (201) 689-8471 PITTSBURGH, Feb. 06, 2025 (GLOBE NEWSWIRE) -- Matthews International Corporation (NASDAQ GSM: MATW) today announced financial results for its first quarter of fiscal 2025. In discussing the results for the Company's fiscal 2025 first quarter, Joseph C. Bartolacci, President and Chief Executive Officer, stated: 'Our results for the fiscal 2025 first quarter were generally in line with our expectations and, as a result, we are maintaining our outlook for the full fiscal year. The Memorialization and SGK Brand Solutions segments continued their solid performance in the quarter. Further, as we also anticipated, results for the Industrial Technologies segment were challenged by the impact of the Tesla litigation, and we look forward to improving in this business. 'As we announced this morning, yesterday's ruling in our case against Tesla affirmed our ownership rights to our groundbreaking Dry Battery Electrode technology. Pursuant to the arbitrator's ruling and consistent with our contractual rights, we intend to immediately begin marketing, selling, and delivering our DBE solutions to other customers and unlock their value for shareholders. 'With respect to the recently announced SGK transaction, we initiated the required regulatory filing process, and remain on track to complete the transaction by mid-2025. Consideration to Matthews upon closing will be $350 million upfront plus a 40% interest in the new entity. The upfront consideration includes cash of $250 million that will be immediately applied, net of a minor amount of taxes, to debt reduction. We currently estimate that the combined entity will generate synergies exceeding $50 million, which will greatly enhance the value of our 40% interest in the new entity. 'Furthermore, the Board's comprehensive evaluation of strategic alternatives for our entire portfolio remains ongoing. 'As we announced in November 2024, we have significant cost reduction actions which are now underway and progressing well. Although the upfront costs incurred in connection with these actions have unfavorably affected our current GAAP results, we remain on track to achieve cost reductions of at least $50 million. Additionally, following the transition of SGK, we expect reductions in Matthews' corporate costs as the organizational structure becomes more simplified. 'Adjusted EBITDA for the Memorialization segment was relatively unchanged compared to the first quarter last year. The segment reported lower sales compared to last year primarily reflecting the impact of lower U.S. deaths and the prior year included sales in connection with a reduction in backlog of granite memorials. However, the impact of these declines on adjusted EBITDA for the current quarter was mitigated by the benefits from ongoing productivity and cost reduction initiatives and improved price realization. 'The SGK Brand Solutions segment reported a modest increase in sales for the current quarter compared to last year. The U.S. brand market continued to demonstrate improving conditions and sales in the Asia-Pacific region increased. In addition, private label and European cylinder sales increased compared to a year ago, while the European brand markets remained soft. 'Sales for the Industrial Technologies segment for the current quarter declined from the first quarter last year. As anticipated, the engineering business reported significantly lower sales, primarily reflecting a slowdown in Tesla project work and the impact of the litigation on work with other customers. 'Litigation costs related to the Tesla matter have also unfavorably impacted our GAAP results. In addition, health care costs were approximately $1.6 million higher for the current quarter compared to a year ago. Beginning January 1, 2025, we have transitioned to a premium based program which is expected to lower and improve the predictability of these costs. 'Outstanding debt increased $32.7 million during the fiscal 2025 first quarter which was also within our expectations. Our fiscal first quarter generally reflects net cash outflows primarily resulting from payments related to our fiscal year-end and is seasonally slower for earnings. Additionally, for the current fiscal year, we had outflows related to the litigation and in connection with the upfront costs (e.g. severance) related to our cost reduction programs. 'In November 2024, we projected adjusted EBITDA in the range of $205 million to $215 million for fiscal 2025, which contemplated SGK in our consolidated results for the full fiscal year. On the same basis, we are still projecting fiscal 2025 in this range.' First Quarter Fiscal 2025 Consolidated Results (Unaudited) ($ in millions, except per share data) Q1 FY2025 Q1 FY2024 Change % Change Sales $ 401.8 $ 450.0 $ (48.2) (10.7)% Net loss attributable to Matthews $ (3.5) $ (2.3) $ (1.2) 50.8 % Diluted loss per share $ (0.11) $ (0.07) $ (0.04) 57.1 % Non-GAAP adjusted net income $ 4.3 $ 11.3 $ (7.0) (61.8)% Non-GAAP adjusted EPS $ 0.14 $ 0.37 $ (0.23) (62.2)% Adjusted EBITDA $ 40.0 $ 45.5 $ (5.5) (12.0)% Note: See the attached tables for additional important disclosures regarding Matthews' use of non-GAAP measures as well as reconciliations of non-GAAP measures to corresponding GAAP measures. Consolidated sales for the quarter ended December 31, 2024 were $401.8 million, compared to $450.0 million for the same quarter a year ago. Net loss attributable to the Company for the quarter ended December 31, 2024 was $3.5 million, or $0.11 per share, compared to $2.3 million, or $0.07 per share in the prior year. On a non-GAAP adjusted basis, earnings for the fiscal 2025 first quarter were $0.14 per share, compared to $0.37 per share a year ago. The decrease was primarily attributable to lower consolidated adjusted EBITDA and higher interest expense for the current quarter compared to a year ago. Adjusted EBITDA for the fiscal 2025 first quarter was $40.0 million, compared to $45.5 million a year ago, primarily reflecting lower adjusted EBITDA in the Industrial Technologies segment and higher healthcare costs, partially offset by lower corporate and non-operating costs. Webcast The Company will host a conference call and webcast on Friday, February 7, 2025 at 9:00 a.m. Eastern Time to review its financial and operating results and discuss its corporate strategies and outlook. A question-and-answer session will follow. The conference call can be accessed by dialing (201) 689-8471. The audio webcast can be monitored at As soon as available after the call, a transcript of the call will be posted on the Investor Relations section of the Company's website at About Matthews International Corporation Matthews International Corporation is a global provider of memorialization products, industrial technologies, and brand solutions. The Memorialization segment is a leading provider of memorialization products, including memorials, caskets, cremation-related products, and cremation and incineration equipment, primarily to cemetery and funeral home customers that help families move from grief to remembrance. The Industrial Technologies segment includes the design, manufacturing, service and sales of high-tech custom energy storage solutions; product identification and warehouse automation technologies and solutions, including order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products; and coating and converting lines for the packaging, pharma, foil, décor and tissue industries. The SGK Brand Solutions segment is a leading provider of packaging solutions and brand experiences, helping companies simplify their marketing, amplify their brands and provide value. The Company has over 11,000 employees in more than 30 countries on six continents that are committed to delivering the highest quality products and services. Forward-looking Information Any forward-looking statements contained in this release are included pursuant to the 'safe harbor' provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions or strategies of the Company regarding the future, including statements regarding the anticipated timing and benefits of the proposed joint venture transaction, and may be identified by the use of words such as 'expects,' 'believes,' 'intends,' 'projects,' 'anticipates,' 'estimates,' 'plans,' 'seeks,' 'forecasts,' 'predicts,' 'objective,' 'targets,' 'potential,' 'outlook,' 'may,' 'will,' 'could' or the negative of these terms, other comparable terminology and variations thereof. Such forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to be materially different from management's expectations, and no assurance can be given that such expectations will prove correct. Factors that could cause the Company's results to differ materially from the results discussed in such forward-looking statements principally include the possibility that the terms of the final award to be issued by the Arbitrator in the Tesla, Inc. ('Tesla') dispute may differ from the terms of the interim award issued by the Arbitrator and may be challenged, our ability to satisfy the conditions precedent to the consummation of the proposed joint venture transaction on the expected timeline or at all, our ability to achieve the anticipated benefits of the proposed joint venture transaction, uncertainties regarding future actions that may be taken by Barington in furtherance of its intention to nominate director candidates for election at the Company's 2025 Annual Meeting, potential operational disruption caused by Barington's actions that may make it more difficult to maintain relationships with customers, employees or partners, changes in domestic or international economic conditions, changes in foreign currency exchange rates, changes in interest rates, changes in the cost of materials used in the manufacture of the Company's products, including changes in costs due to adjustments to tariffs, any impairment of goodwill or intangible assets, environmental liability and limitations on the Company's operations due to environmental laws and regulations, disruptions to certain services, such as telecommunications, network server maintenance, cloud computing or transaction processing services, provided to the Company by third-parties, changes in mortality and cremation rates, changes in product demand or pricing as a result of consolidation in the industries in which the Company operates, or other factors such as supply chain disruptions, labor shortages or labor cost increases, changes in product demand or pricing as a result of domestic or international competitive pressures, ability to achieve cost-reduction objectives, unknown risks in connection with the Company's acquisitions, divestitures and business combinations, cybersecurity concerns and costs arising with management of cybersecurity threats, effectiveness of the Company's internal controls, compliance with domestic and foreign laws and regulations, technological factors beyond the Company's control, impact of pandemics or similar outbreaks, or other disruptions to our industries, customers, or supply chains, the impact of global conflicts, such as the current war between Russia and Ukraine, the Company's plans and expectations with respect to its exploration, and contemplated execution, of various strategies with respect to its portfolio of businesses, the Company's plans and expectations with respect to its Board, and other factors described in the Company's Annual Report on Form 10-K and other periodic filings with the U.S. Securities and Exchange Commission. (In thousands, except per share data) Three Months Ended December 31, 2024 2023 % Change Sales $ 401,842 $ 449,986 (10.7)% Cost of sales (276,150) (317,633) (13.1)% Gross profit 125,692 132,353 (5.0)% Gross margin 31.3 % 29.4 % Selling and administrative expenses (111,410) (113,131) (1.5)% Amortization of intangible assets (8,608) (9,795) (12.1)% Operating profit 5,674 9,427 (39.8)% Operating margin 1.4 % 2.1 % Interest and other deductions, net (11,504) (12,456) (7.6)% Loss before income taxes (5,830) (3,029) 92.5 % Income taxes 2,358 726 NM Net loss (3,472) (2,303) 50.8 % Non-controlling interests — — — % Net loss attributable to Matthews $ (3,472) $ (2,303) 50.8 % Loss per share -- diluted $ (0.11) $ (0.07) 57.1 % Earnings per share -- non-GAAP (1) $ 0.14 $ 0.37 (62.2)% Dividends declared per share $ 0.25 $ 0.24 4.2 % Diluted Shares 31,110 30,915 (1) See reconciliation of non-GAAP financial information provided in tables at the end of this release NM: Not meaningful SEGMENT INFORMATION (Unaudited) (In thousands) Three Months Ended December 31, 2024 2023 Sales: Memorialization $ 190,486 $ 208,071 Industrial Technologies 80,533 111,374 SGK Brand Solutions 130,823 130,541 $ 401,842 $ 449,986 Adjusted EBITDA: Memorialization $ 36,612 $ 36,700 Industrial Technologies 1,832 9,622 SGK Brand Solutions 12,292 12,893 Corporate and Non-Operating (10,713) (13,733) Total Adjusted EBITDA (1) $ 40,023 $ 45,482 (1) See reconciliation of non-GAAP financial information provided in tables at the end of this release CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION (Unaudited) (In thousands) December 31, 2024 September 30, 2024 ASSETS Cash and cash equivalents $ 33,513 $ 40,816 Accounts receivable, net 199,303 205,984 Inventories, net 241,585 237,888 Other current assets 148,798 147,855 Total current assets 623,199 632,543 Property, plant and equipment, net 264,895 279,499 Goodwill 685,967 697,123 Other intangible assets, net 116,878 126,026 Other long-term assets 100,780 99,699 Total assets $ 1,791,719 $ 1,834,890 LIABILITIES Long-term debt, current maturities $ 7,260 $ 6,853 Other current liabilities 388,321 427,922 Total current liabilities 395,581 434,775 Long-term debt 801,951 769,614 Other long-term liabilities 180,731 193,295 Total liabilities 1,378,263 1,397,684 SHAREHOLDERS' EQUITY Total shareholders' equity 413,456 437,206 Total liabilities and shareholders' equity $ 1,791,719 $ 1,834,890 CONDENSED CONSOLIDATED CASH FLOWS INFORMATION (Unaudited) (In thousands) Three Months Ended December 31, 2024 2023 Cash flows from operating activities: Net loss $ (3,472) $ (2,303) Adjustments to reconcile net loss to net cash flows from operating activities: Depreciation and amortization 22,504 23,523 Changes in working capital items (39,170) (51,640) Other operating activities (4,871) 3,154 Net cash used in operating activities (25,009) (27,266) Cash flows from investing activities: Capital expenditures (9,532) (14,073) Acquisitions, net of cash acquired (2,218) — Other investing activities 13,186 (113) Net cash provided by (used in) investing activities 1,436 (14,186) Cash flows from financing activities: Net payments from long-term debt 31,949 62,579 Purchases of treasury stock (4,275) (17,185) Dividends (9,237) (9,280) Other financing activities — — Net cash provided by financing activities 18,437 36,114 Effect of exchange rate changes on cash (2,167) 1,158 Net change in cash and cash equivalents $ (7,303) $ (4,180) Reconciliations of Non-GAAP Financial Measures Included in this report are measures of financial performance that are not defined by GAAP, including, without limitation, adjusted EBITDA, adjusted net income and EPS, constant currency sales, constant currency adjusted EBITDA, net debt and net debt leverage ratio. The Company defines net debt leverage ratio as outstanding debt (net of cash) relative to adjusted EBITDA. 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 system 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. Constant currency sales and constant currency adjusted EBITDA remove the impact of changes due to foreign exchange translation rates. To calculate sales and adjusted EBITDA on a constant currency basis, amounts for periods in the current fiscal year are translated into U.S. dollars using exchange rates applicable to the comparable periods of the prior fiscal year. Management believes that presenting non-GAAP financial measures is useful to investors because it (i) provides investors with meaningful supplemental information regarding financial performance by excluding certain items that management believes do not directly reflect the Company's core operations, (ii) permits investors to view performance using the same tools that management uses to budget, forecast, make operating and strategic decisions, and evaluate historical performance, and (iii) otherwise provides supplemental information that may be useful to investors in evaluating the Company's results. The Company's calculations of its non-GAAP financial measures, however, may not be comparable to similarly titled measures reported by other companies. The Company believes that the presentation of these non-GAAP financial measures, when considered together with the corresponding GAAP financial measures and the reconciliations to those measures, provided herein, provide investors with an additional understanding of the factors and trends affecting the Company's business that could not be obtained absent these disclosures. ADJUSTED EBITDA RECONCILIATION (Unaudited) (In thousands) Three Months Ended December 31, 2024 2023 Net loss $ (3,472) $ (2,303) Income tax benefit (2,358) (726) Loss before income taxes $ (5,830) $ (3,029) Net loss attributable to noncontrolling interests — — Interest expense, including RPA and factoring financing fees (1) 16,854 12,751 Depreciation and amortization * 22,504 23,523 Acquisition and divestiture related items (2)** 577 1,237 Strategic initiatives and other items (3)**† 615 5,920 Highly inflationary accounting losses (primarily non-cash) (4) 191 320 Stock-based compensation 4,979 4,651 Non-service pension and postretirement expense (5) 133 109 Total Adjusted EBITDA $ 40,023 $ 45,482 Adjusted EBITDA margin 10.0 % 10.1 % (1) Includes fees for receivables sold under the RPA and factoring arrangements totaling $1,172 and $1,175 for the three months ended December 31, 2024 and 2023, respectively. (2) Includes certain non-recurring items associated with recent acquisition and divestiture activities. (3) Includes certain non-recurring costs associated with commercial, operational and cost-reduction initiatives, and costs associated with global ERP system integration efforts. Also includes legal costs related to an ongoing dispute with Tesla, Inc. ('Tesla'), which totaled $6,867 and $2,370 for the three months ended December 31, 2024 and 2023, respectively. Fiscal 2025 includes $8,702 of net gains on the sales of certain significant property and other assets. Fiscal 2025 also includes loss recoveries totali ng $1,170 which were related to a previously disclosed theft of funds by a former employee initially identified in fiscal 2015. (4) Represents exchange losses associated with highly inflationary accounting related to the Company's Turkish subsidiaries. (5) Non-service pension and postretirement expense includes interest cost, expected return on plan assets, amortization of actuarial gains and losses, curtailment gains and losses, and settlement gains and losses. These benefit cost components are excluded from adjusted EBITDA since they are primarily influenced by external market conditions that impact investment returns and interest (discount) rates. Curtailment gains and losses and settlement gains and losses are excluded from adjusted EBITDA since they gen erally result from certain non-recurring events, such as plan amendments to modify future benefits or settlements of plan obligations. The service cost and prior service cost components of pension and postretirement expense are included in the calculation of adjusted EBITDA, since they are considered to be a better reflection of the ongoing service-related costs of providing these benefits. Please note that GAAP pension and postretirement expense or the adjustment above are not necessarily indicative of th e current or future cash flow requirements related to these employee benefit plans. * Depreciation and amortization was $7,202 and $6,413 for the Memorialization segment, $5,674 and $6,377 for the Industrial Technologies segment, $8,860 and $9,572 for the SGK Brand Solutions segment, and $768 and $1,161 for Corporate and Non-Operating, for the three months ended December 31, 2024 and December 31, 2023, respectively. ** Acquisition costs, ERP system integration costs, and strategic initiatives and other items were $1,303 and $60 for the Memorialization segment, $4,119 and $5,367 for the Industrial Technologies segment, $714 and $863 for the SGK Brand Solutions segment, and income of $4,944 and charges of $867 for Corporate and Non-Operating, for the three months ended December 31, 2024 and December 31, 2023, respectively. † Strategic initiatives and other items includes charges for exit and disposal activities (including severance and other employee terminations) totaling $313 and $1,961 for the three months ended December 31, 2024 and 2023, respectively. Fiscal 2025 amounts totaling charges of $601 and income of $288 for the three months ended December 31, 2024 were presented in cost of sales and administrative expense, respectively. Fiscal 2024 amounts totaling charges of $1,902, income of $256 and charges of $315 for the three months ended December 31, 2023 were presented in cost of sales, selling expense, and administrative expense, respectively. Accrued severance and other termination benefits totaled $23,637 and $42,245 as of December 31, 2024 and September 30, 2024, respectively. ADJUSTED NET INCOME AND EPS RECONCILIATION (Unaudited) (In thousands, except per share data) Three Months Ended December 31, 2024 2023 per share per share Net loss attributable to Matthews $ (3,472) $ (0.11) $ (2,303) $ (0.07) Acquisition and divestiture costs (1) 355 0.01 899 0.03 Strategic initiatives and other charges (2) 704 0.02 5,004 0.16 Highly inflationary accounting losses (primarily non-cash) (3) 191 0.01 320 0.01 Non-service pension and postretirement expense (4) 100 — 81 — Amortization 6,456 0.21 7,346 0.24 Adjusted net income $ 4,334 $ 0.14 $ 11,347 $ 0.37 Note: Adjustments to net income for non-GAAP reconciling items were calculated using an income tax rate of 22.9% and 26.4% for the three months ended December 31, 2024 and December 31, 2023, respectively. (1) Includes certain non-recurring costs associated with recent acquisition and divestiture activities. (2) Includes certain non-recurring costs associated with commercial, operational and cost-reduction initiatives, and costs associated with global ERP system integration efforts. Also includes legal costs related to an ongoing dispute with Tesla, Inc. ('Tesla'), which totaled $6,867 and $2,370 for the three months ended December 31, 2024 and 2023, respectively. Fiscal 2025 includes $8,702 of net gains on the sales of certain significant property and other assets. Fiscal 2025 also includes loss recoveries totali ng $1,170 which were related to a previously disclosed theft of funds by a former employee initially identified in fiscal 2015. (3) Represents exchange losses associated with highly inflationary accounting related to the Company's Turkish subsidiaries. (4) Non-service pension and postretirement expense includes interest cost, expected return on plan assets, amortization of actuarial gains and losses, curtailment gains and losses, and settlement gains and losses. These benefit cost components are excluded from adjusted EBITDA since they are primarily influenced by external market conditions that impact investment returns and interest (discount) rates. Curtailment gains and losses and settlement gains and losses are excluded from adjusted EBITDA since they gen erally result from certain non-recurring events, such as plan amendments to modify future benefits or settlements of plan obligations. The service cost and prior service cost components of pension and postretirement expense are included in the calculation of adjusted EBITDA, since they are considered to be a better reflection of the ongoing service-related costs of providing these benefits. Please note that GAAP pension and postretirement expense or the adjustment above are not necessarily indicative of th e current or future cash flow requirements related to these employee benefit plans. CONSTANT CURRENCY SALES AND ADJUSTED EBITDA RECONCILIATION (Unaudited) (In thousands) Memorialization Industrial Technologies SGK Brand Solutions Corporate and Non-Operating Consolidated Reported sales for the three months ended December 31, 2024 $ 190,486 $ 80,533 $ 130,823 $ — $ 401,842 Changes in foreign exchange translation rates 85 396 700 — 1,181 Constant currency sales for the three months ended December 31, 2024 $ 190,571 $ 80,929 $ 131,523 $ — $ 403,023 Reported adjusted EBITDA for the three months ended December 31, 2024 $ 36,612 $ 1,832 $ 12,292 $ (10,713) $ 40,023 Changes in foreign exchange translation rates 15 26 97 (44) 94 Constant currency adjusted EBITDA for the three months ended December 31, 2024 $ 36,627 $ 1,858 $ 12,389 $ (10,757) $ 40,117 NET DEBT AND NET DEBT LEVERAGE RATIO RECONCILIATION (Unaudited) (Dollars in thousands) December 31, 2024 September 30, 2024 Long-term debt, current maturities $ 7,260 $ 6,853 Long-term debt 801,951 769,614 Total debt 809,211 776,467 Less: Cash and cash equivalents (33,513) (40,816) Net Debt $ 775,698 $ 735,651 Adjusted EBITDA (trailing 12 months) $ 199,698 $ 205,157 Net Debt Leverage Ratio 3.9 3.6 Matthews International Corporation Corporate Office Two NorthShore Center Pittsburgh, PA 15212-5851 Phone: (412) 442-8200 Contact: Steven F. Nicola Chief Financial Officer and Secretary
