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MATW Matthews International

Filed: 30 Apr 21, 11:58am

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
____________________________________________________________
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2021
or   
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period from _____ to _____

Commission File No. 0-09115
____________________________________________________________
MATTHEWS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________________________________
Pennsylvania25-0644320
(State or other jurisdiction of
 incorporation or organization)
(I.R.S. Employer
Identification No.)

Two Northshore Center, Pittsburgh, PA 15212-5851
(Address of principal executive offices) (Zip Code)

(412) 442-8200
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, $1.00 par valueMATWNasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 ý
Accelerated filer
Non-accelerated filer ☐Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    
Yes ☐ No ý

As of March 31, 2021, shares of common stock outstanding were: Class A Common Stock 31,656,210 shares.



PART I ‑ FINANCIAL INFORMATION

Item 1.   Financial Statements

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollar amounts in thousands)
 March 31, 2021September 30, 2020
ASSETS    
Current assets:    
Cash and cash equivalents $46,980  $41,334 
Accounts receivable, net 292,703  295,185 
Inventories, net 186,522  175,100 
Other current assets 73,410  63,954 
Total current assets 599,615  575,573 
Investments 49,048  63,250 
Property, plant and equipment, net 228,362  236,788 
Operating lease right-of-use assets78,944 72,011 
Deferred income taxes 3,457  3,757 
Goodwill 777,823  765,388 
Other intangible assets, net 305,295  333,498 
Other assets21,216 22,368 
Total assets $2,063,760  $2,072,633 
LIABILITIES    
Current liabilities:    
Long-term debt, current maturities $4,274  $26,824 
Current portion of operating lease liabilities24,458 23,942 
Trade accounts payable 89,321  82,921 
Accrued compensation 57,547  58,058 
Accrued income taxes 2,764  3,612 
Other current liabilities 145,906  121,511 
Total current liabilities 324,270  316,868 
Long-term debt 778,209  807,710 
Operating lease liabilities55,984 49,297 
Accrued pension 150,995  149,848 
Postretirement benefits 18,629  18,600 
Deferred income taxes 83,861  78,911 
Other liabilities 32,213  39,966 
Total liabilities 1,444,161  1,461,200 
SHAREHOLDERS' EQUITY    
Shareholders' equity-Matthews:    
Common stock$36,334  $36,334  
Additional paid-in capital143,324  135,187  
Retained earnings848,254  859,002  
Accumulated other comprehensive loss(224,493) (240,719) 
Treasury stock, at cost(184,373) (178,997) 
Total shareholders' equity-Matthews 619,046  610,807 
Noncontrolling interests 553  626 
Total shareholders' equity 619,599  611,433 
Total liabilities and shareholders' equity $2,063,760  $2,072,633 

The accompanying notes are an integral part of these consolidated financial statements.
2



MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Dollar amounts in thousands, except per share data)

Three Months Ended
March 31,
Six Months Ended
March 31,
 2021202020212020
Sales$417,154 $374,800 $803,811 $739,744 
Cost of sales(276,143)(250,036)(537,302)(499,253)
Gross profit141,011 124,764 266,509 240,491 
Selling expense(32,360)(33,182)(63,155)(65,445)
Administrative expense(70,749)(68,399)(139,858)(138,864)
Intangible amortization(22,930)(17,872)(38,151)(35,814)
Goodwill write-down(90,408)(90,408)
Operating profit (loss)14,972 (85,097)25,345 (90,040)
Investment income (loss)969 (1,108)2,046 191 
Interest expense(7,233)(9,613)(14,961)(18,853)
Other income (deductions), net(2,584)(1,843)(4,318)(4,662)
Income (loss) before income taxes6,124 (97,661)8,112 (113,364)
Income tax (provision) benefit(972)11,066 (4,952)16,463 
Net income (loss)5,152 (86,595)3,160 (96,901)
Net (income) loss attributable to noncontrolling interests(163)231 71 71 
Net income (loss) attributable to Matthews shareholders$4,989 $(86,364)$3,231 $(96,830)
Earnings (loss) per share attributable to Matthews shareholders:
Basic$0.16 $(2.77)$0.10 $(3.11)
Diluted$0.16 $(2.77)$0.10 $(3.11)

The accompanying notes are an integral part of these consolidated financial statements.
3



MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
(Dollar amounts in thousands)
 Three Months Ended March 31,
 MatthewsNoncontrolling InterestTotal
 202120202021202020212020
Net income (loss):$4,989 $(86,364)$163 $(231)$5,152 $(86,595)
Other comprehensive income (loss) ("OCI"), net of tax:      
Foreign currency translation adjustment(8,898)(30,648)(8,897)(30,647)
Pension plans and other postretirement benefits2,255 1,827 2,255 1,827 
Unrecognized gain (loss) on derivatives:      
Net change from periodic revaluation2,088 (4,305)2,088 (4,305)
Net amount reclassified to earnings567 (137)567 (137)
Net change in unrecognized gain (loss) on derivatives2,655 (4,442)2,655 (4,442)
OCI, net of tax(3,988)(33,263)(3,987)(33,262)
Comprehensive income (loss)$1,001 $(119,627)$164 $(230)$1,165 $(119,857)

 Six Months Ended March 31,
 MatthewsNoncontrolling InterestTotal
 202120202021202020212020
Net income (loss):$3,231 $(96,830)$(71)$(71)$3,160 $(96,901)
OCI, net of tax:      
Foreign currency translation adjustment8,157 (19,537)(2)(4)8,155 (19,541)
Pension plans and other postretirement benefits4,379 3,554 4,379 3,554 
Unrecognized gain (loss) on derivatives:      
Net change from periodic revaluation2,441 (3,739)2,441 (3,739)
Net amount reclassified to earnings1,249 (412)1,249 (412)
Net change in unrecognized gain (loss) on derivatives3,690 (4,151)3,690 (4,151)
OCI, net of tax16,226 (20,134)(2)(4)16,224 (20,138)
Comprehensive income (loss)$19,457 $(116,964)$(73)$(75)$19,384 $(117,039)

The accompanying notes are an integral part of these consolidated financial statements.

4



MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
for the three and six months ended March 31, 2021 and 2020 (Unaudited)
(Dollar amounts in thousands, except per share data)
 Shareholders' Equity
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Treasury
Stock
Non-
controlling
Interests
Total
Balance,
     September 30, 2020
$36,334 $135,187 $859,002 $(240,719)$(178,997)$626 $611,433 
Net loss— — (1,758)— — (234)(1,992)
Minimum pension liability— — — 2,124 — — 2,124 
Translation adjustment— — — 17,055 — (3)17,052 
Fair value of derivatives— — — 1,035 — — 1,035 
Total comprehensive income      18,219 
Stock-based compensation— 3,246 — — — — 3,246 
Purchase of 162,291 shares of treasury stock— — — — (4,237)— (4,237)
Issuance of 10,300 shares of treasury stock— (407)— — 407 — 
Cancellations of 34,727 shares of treasury stock— 1,982 — — (1,982)— 
Dividends, $0.215 per share— — (6,808)— — — (6,808)
Balance,
     December 31, 2020
$36,334 $140,008 $850,436 $(220,505)$(184,809)$389 $621,853 
Net income— — 4,989 — — 163 5,152 
Minimum pension liability— — — 2,255 — — 2,255 
Translation adjustment— — — (8,898)— (8,897)
Fair value of derivatives— — — 2,655 — — 2,655 
Total comprehensive income      1,165 
Stock-based compensation— 4,001 — — — — 4,001 
Purchase of 6,000 shares of treasury stock— — — — (249)— (249)
Issuance of 17,357 shares of treasury stock— (685)— — 685 — 
Dividends, $0.215 per share— — (7,171)— — — (7,171)
Balance,
     March 31, 2021
$36,334 $143,324 $848,254 $(224,493)$(184,373)$553 $619,599 

















 Shareholders' Equity
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Treasury
Stock
Non-
controlling
Interests
Total
Balance,
     September 30, 2019
$36,334 $137,774 $972,594 $(228,361)$(200,235)$1,130 $719,236 
Net (loss) income— — (10,466)— — 160 (10,306)
Minimum pension liability— — — 1,727 — — 1,727 
Translation adjustment— — — 11,111 — (5)11,106 
Fair value of derivatives— — — 291 — — 291 
Total comprehensive income      2,818 
Stock-based compensation— 2,031 — — — — 2,031 
Purchase of 52,104 shares of treasury stock— — — — (1,845)— (1,845)
Issuance of 11,225 shares of treasury stock— (450)— — 450 — 
Cancellations of 17,509 shares of treasury stock— 1,171 — — (1,171)— 
Dividends, $0.21 per share— — (6,535)— — — (6,535)
Balance,
     December 31, 2019
$36,334 $140,526 $955,593 $(215,232)$(202,801)$1,285 $715,705 
Net loss— — (86,364)— — (231)(86,595)
Minimum pension liability— — — 1,827 — — 1,827 
Translation adjustment— — — (30,648)— (30,647)
Fair value of derivatives— — — (4,442)— — (4,442)
Total comprehensive loss      (119,857)
Stock-based compensation— 2,508 — — — — 2,508 
Purchase of 20,750 shares of treasury stock— — — — (506)— (506)
Dividends, $0.21 per share— — (6,648)— — — (6,648)
Balance,
     March 31, 2020
$36,334 $143,034 $862,581 $(248,495)$(203,307)$1,055 $591,202 

The accompanying notes are an integral part of these consolidated financial statements.
5



MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollar amounts in thousands)

Six Months Ended
March 31,
 20212020
Cash flows from operating activities:  
Net income (loss)$3,160 $(96,901)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:  
Depreciation and amortization62,530 58,250 
Stock-based compensation expense7,247 4,539 
Deferred tax provision (benefit)930 (6,155)
(Gain) loss on sale of assets, net(511)27 
Unrealized (gain) loss on investments(844)70 
Loss from equity-method investments1,345 
Goodwill write-down90,408 
Changes in working capital items2,730 19,384 
Decrease in other assets2,556 5,587 
Increase (decrease) in other liabilities12,962 (1,107)
Other operating activities, net1,422 (9,452)
Net cash provided by operating activities92,182 65,995 
Cash flows from investing activities:  
Capital expenditures(15,819)(19,082)
Acquisitions, net of cash acquired(13,100)
Proceeds from sale of assets2,065 181 
Proceeds from sale of investments15,000 
Investments and advances(9,637)
Net cash used in investing activities(11,854)(28,538)
Cash flows from financing activities:  
Proceeds from long-term debt249,833 942,692 
Payments on long-term debt(303,781)(921,359)
Purchases of treasury stock(4,486)(2,351)
Dividends(13,979)(13,183)
Acquisition holdback and contingent consideration payments(1,556)(1,739)
Other financing activities(1,484)(3,475)
Net cash (used in) provided by financing activities(75,453)585 
Effect of exchange rate changes on cash771 (1,006)
Net change in cash and cash equivalents5,646 37,036 
Cash and cash equivalents at beginning of year41,334 35,302 
Cash and cash equivalents at end of period$46,980 $72,338 

The accompanying notes are an integral part of these consolidated financial statements.
6



MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 2021
(Dollar amounts in thousands, except per share data)


Note 1.   Nature of Operations

Matthews International Corporation ("Matthews" or the "Company"), founded in 1850 and incorporated in Pennsylvania in 1902, is a global provider of brand solutions, memorialization products and industrial technologies. Brand solutions consists of brand management, pre-media services, printing plates and cylinders, engineered products, imaging services, digital asset management, merchandising display systems, and marketing and design services primarily for the consumer goods and retail industries. Memorialization products consist primarily of bronze and granite memorials and other memorialization products, caskets, and cremation and incineration equipment primarily for the cemetery and funeral home industries. Industrial technologies include marking and coding equipment and consumables, industrial automation products and order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products.
The Company has facilities in North America, Europe, Asia, Australia, and Central and South America.


Note 2.   Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information for commercial and industrial companies and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the six months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2021. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2020.  The consolidated financial statements include all domestic and foreign subsidiaries in which the Company maintains an ownership interest and has operating control.  Investments in certain companies over which the Company exerts significant influence, but does not control the financial and operating decisions, are accounted for as equity method investments. Investments in certain companies over which the Company does not exert significant influence are accounted for as cost method investments. All intercompany accounts and transactions have been eliminated.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

New Accounting Pronouncements:

Adopted

In August 2018, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20), which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans.  The adoption of this ASU in the first quarter ended December 31, 2020 had no material impact on the Company's consolidated financial statements and the Form 10-K disclosures for the year ended September 30, 2021 will reflect the adoption of this ASU.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), which provides financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each report date. Subsequently, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses and ASU No. 2020-02, Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842), that provide certain amendments to the new guidance. The adoption of these ASUs in the first quarter ended December 31, 2020 had no material impact on the Company's consolidated financial statements.




7



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
(Dollar amounts in thousands, except per share data)
Note 2.   Basis of Presentation (continued)

The following table summarizes the activity for the accounts receivable allowance for doubtful accounts for the six months ended March 31, 2021:
Accounts Receivable Allowance for Doubtful Accounts
Balance at October 1, 2020$9,618 
Current period expense / (deductions)(621)
Translation and other adjustments (1)
(216)
Balance at March 31, 2021$8,781 
(1) Includes the impact of foreign currency fluctuations and amounts determined not to be collectible (including direct write-offs), net of recoveries.


Note 3.   Revenue Recognition

The Company delivers a variety of products and services through its business segments. The SGK Brand Solutions segment delivers brand management, pre-media services, printing plates and cylinders, engineered products, and imaging services for consumer goods and retail customers, merchandising display systems, and marketing and design services primarily to the consumer goods and retail industries. The Memorialization segment produces and delivers bronze and granite memorials and other memorialization products, caskets, and cremation and incineration equipment primarily for the cemetery and funeral home industries.  The Industrial Technologies segment delivers marking and coding equipment and consumables, industrial automation products and order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products for the warehousing and industrial industries.

The Company disaggregates revenue from contracts with customers by geography, as it believes geographic regions best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Disaggregated sales by segment and region for the three and six months ended March 31, 2021 and 2020 were as follows:
 SGK Brand SolutionsMemorializationIndustrial TechnologiesConsolidated
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
20212020202120202021202020212020
North America$66,282 $75,448 $190,253 $152,253 $32,260 $32,380 $288,795 $260,081 
Central and South America1,319 1,360 1,319 1,360 
Europe89,190 83,015 12,662 7,637 7,013 7,453 108,865 98,105 
Australia3,456 2,937 2,542 1,929 5,998 4,866 
Asia10,777 10,095 1,400 293 12,177 10,388 
Total Sales$171,024 $172,855 $205,457 $161,819 $40,673 $40,126 $417,154 $374,800 

 SGK Brand SolutionsMemorializationIndustrial TechnologiesConsolidated
Six Months Ended March 31,Six Months Ended March 31,Six Months Ended March 31,Six Months Ended March 31,
20212020202120202021202020212020
North America$136,684 $151,678 $360,577 $296,298 $59,895 $60,679 $557,156 $508,655 
Central and South America2,694 3,196 2,694 3,196 
Europe170,999 165,428 23,102 15,466 13,004 14,379 207,105 195,273 
Australia6,937 5,939 5,052 4,460 11,989 10,399 
Asia21,850 21,494 3,017 727 24,867 22,221 
Total Sales$339,164 $347,735 $388,731 $316,224 $75,916 $75,785 $803,811 $739,744 


8



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
(Dollar amounts in thousands, except per share data)
Note 4.   Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  A three level fair value hierarchy is used to prioritize the inputs used in valuations, as defined below:

Level 1:Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2:Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3:
 Unobservable inputs for the asset or liability.

The fair values of the Company's assets and liabilities measured on a recurring basis are categorized as follows:
 March 31, 2021September 30, 2020
 Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets:        
Derivatives (1)
$$471 $$471 $$$$
Equity and fixed income mutual funds25,455 25,455 24,610 24,610 
Life insurance policies4,626 4,626 4,621 4,621 
Total assets at fair value$$30,552 $$30,552 $$29,231 $$29,231 
Liabilities:        
Derivatives (1)
$$3,376 $$3,376 $$7,792 $$7,792 
Total liabilities at fair value$$3,376 $$3,376 $$7,792 $$7,792 
(1) Interest rate swaps are valued based on observable market swap rates and are classified within Level 2 of the fair value hierarchy.


Note 5.   Inventories

Inventories consisted of the following:
 March 31, 2021September 30, 2020
Raw materials$38,112 $36,157 
Work in process75,206 70,128 
Finished goods73,204 68,815 
 $186,522 $175,100 


Note 6.     Investments

Non-current investments consisted of the following:
 March 31, 2021September 30, 2020
Equity and fixed income mutual funds$25,455 $24,610 
Life insurance policies4,626 4,621 
Other (primarily cost-method) investments18,967 34,019 
 $49,048 $63,250 

During the second quarter of fiscal 2021, the Company received $15,000 for the full redemption of its senior preferred shares investment in a memorialization business.
9



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
(Dollar amounts in thousands, except per share data)
Note 7.   Debt

Long-term debt at March 31, 2021 and September 30, 2020 consisted of the following:

 March 31, 2021September 30, 2020
Revolving credit facilities$367,352 $416,793 
Securitization facility97,590 67,700 
Senior secured term loan22,359 
2025 Senior Notes297,526 297,256 
Other borrowings12,022 20,742 
Finance lease obligations7,993 9,684 
 782,483 834,534 
Less current maturities(4,274)(26,824)
 $778,209 $807,710 

The Company has a domestic credit facility with a syndicate of financial institutions that includes a $750,000 senior secured revolving credit facility, which matures in March 2025, and a $35,000 senior secured amortizing term loan. The senior secured amortizing term loan was paid in full in March 2021. A portion of the revolving credit facility (not to exceed $350,000) can be drawn in foreign currencies. Borrowings under the revolving credit facility bear interest at LIBOR (Euro LIBOR for balances drawn in Euros) plus a factor ranging from 0.75% to 2.00% (1.25% at March 31, 2021) based on the Company's secured leverage ratio.  The secured leverage ratio is defined as net secured indebtedness divided by EBITDA (earnings before interest, income taxes, depreciation and amortization) as defined within the domestic credit facility agreement. The Company is required to pay an annual commitment fee ranging from 0.15% to 0.30% (based on the Company's leverage ratio) of the unused portion of the revolving credit facility. The Company incurred debt issuance costs in connection with the domestic credit facility. Unamortized costs were $2,481 and $2,734 at March 31, 2021 and September 30, 2020, respectively.

The domestic credit facility requires the Company to maintain certain leverage and interest coverage ratios. A portion of the facility (not to exceed $35,000) is available for the issuance of trade and standby letters of credit. Outstanding U.S. dollar denominated borrowings on the revolving credit facility at March 31, 2021 and September 30, 2020 were $250,000 and $257,439, respectively. Outstanding Euro denominated borrowings on the revolving credit facility at March 31, 2021 and September 30, 2020 were €97.0 million ($113,764) and €117.0 million ($137,188), respectively. There were 0 outstanding borrowings on the term loan as of March 31, 2021. Outstanding borrowings on the term loan at September 30, 2020 were $22,359. The weighted-average interest rate on the outstanding borrowings for the domestic credit facility (including the effects of interest rate swaps and Euro denominated borrowings) at March 31, 2021 and March 31, 2020 was 2.17% and 2.40%, respectively.

The Company has $300,000 of 5.25% senior unsecured notes due December 1, 2025 (the "2025 Senior Notes"). The 2025 Senior Notes bear interest at a rate of 5.25% per annum with interest payable semi-annually in arrears on June 1 and December 1 of each year. The Company's obligations under the 2025 Senior Notes are guaranteed by certain of the Company's direct and indirect wholly-owned domestic subsidiaries. The Company is subject to certain covenants and other restrictions in connection with the 2025 Senior Notes. The Company incurred direct financing fees and costs in connection with the 2025 Senior Notes. Unamortized costs were $2,474 and $2,744 at March 31, 2021 and September 30, 2020, respectively.

The Company has a $115,000 accounts receivable securitization facility (the "Securitization Facility") with certain financial institutions which matures in March 2022. Under the Securitization Facility, the Company and certain of its domestic subsidiaries sell, on a continuous basis without recourse, their trade receivables to Matthews Receivables Funding Corporation, LLC (“Matthews RFC”), a wholly-owned bankruptcy-remote subsidiary of the Company. Matthews RFC in turn assigns a collateral interest in these receivables to certain financial institutions, and then may borrow funds under the Securitization Facility. The Securitization Facility does not qualify for sale treatment. Accordingly, the trade receivables and related debt obligations remain on the Company's Consolidated Balance Sheet. Borrowings under the Securitization Facility bear interest at LIBOR plus 0.75%. The Company is required to pay an annual commitment fee ranging from 0.25% to 0.35% of the unused portion of the Securitization Facility. Outstanding borrowings under the Securitization Facility at March 31, 2021 and September 30, 2020 were $97,590 and $67,700, respectively. At March 31, 2021 and 2020, the interest rate on borrowings under this facility was 0.86% and 1.74%, respectively.


10



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
(Dollar amounts in thousands, except per share data)
Note 7.   Debt (continued)

The following table presents information related to interest rate contracts entered into by the Company and designated as cash flow hedges:
March 31, 2021September 30, 2020
Pay fixed swaps - notional amount$250,000 $312,500 
Net unrealized loss
$(2,905)$(7,792)
Weighted-average maturity period (years)2.72.6
Weighted-average received rate0.11 %0.15 %
Weighted-average pay rate1.34 %1.34 %

The Company enters into interest rate swaps in order to achieve a mix of fixed and variable rate debt that it deems appropriate. The interest rate swaps have been designated as cash flow hedges of future variable interest payments, which are considered probable of occurring.  Based on the Company's assessment, all of the critical terms of each of the hedges matched the underlying terms of the hedged debt and related forecasted interest payments, and as such, these hedges were considered highly effective.

The fair value of the interest rate swaps reflected an unrealized loss, net of unrealized gains, of $2,905 ($2,194 after tax) at March 31, 2021 and an unrealized loss of $7,792 ($5,884 after tax) at September 30, 2020, that is included in shareholders' equity as part of accumulated other comprehensive income (loss) ("AOCI").  Assuming market rates remain constant with the rates at March 31, 2021, a loss (net of tax) of approximately $1,772 included in AOCI is expected to be recognized in earnings over the next twelve months.

At March 31, 2021 and September 30, 2020, the interest rate swap contracts were reflected in the Consolidated Balance Sheets as follows:

DerivativesMarch 31, 2021September 30, 2020
Current assets:  
Other current assets$78 $
Long-term assets:  
Other assets393 
Current liabilities:  
Other current liabilities(2,425)(3,164)
Long-term liabilities:  
Other liabilities(951)(4,628)
Total derivatives$(2,905)$(7,792)

The (losses) gains recognized on derivatives were as follows:
Derivatives in Cash Flow Hedging RelationshipsLocation of (Loss) Gain Recognized in Income on Derivative
Amount of (Loss) Gain Recognized in Income on Derivatives
Amount of (Loss) Gain Recognized in Income on Derivatives
   Three Months Ended
March 31,
Six Months Ended
March 31,
  2021202020212020
Interest rate swapsInterest expense$(751)$182 $(1,654)$546 

11



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
(Dollar amounts in thousands, except per share data)
Note 7.   Debt (continued)

The Company recognized the following gains (losses) in AOCI:
Derivatives in Cash Flow Hedging RelationshipsAmount of Gain (Loss)
Recognized in AOCI on Derivatives
Location of (Loss) Gain Reclassified From AOCI into Income (Effective Portion*)Amount of (Loss) Gain
Reclassified from
AOCI into Income
(Effective Portion*)
 March 31, 2021March 31, 2020 March 31, 2021March 31, 2020
Interest rate swaps$2,441 $(3,739)Interest expense$(1,249)$412 
*There is no ineffective portion or amount excluded from effectiveness testing.

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 borrowing available under this facility is €25.0 million ($29,321), which includes €8.0 million ($9,383) for bank guarantees. The credit facility matures in December 2021 and the Company intends to continue to extend this facility. Outstanding borrowings under the credit facility totaled €3.1 million ($3,587) and €18.9 million ($22,166) at March 31, 2021 and September 30, 2020, respectively. The weighted-average interest rate on outstanding borrowings under this facility at March 31, 2021 and 2020 was 2.25% and 1.25%, respectively.

The Company uses certain foreign currency debt instruments as net investment hedges of foreign operations. Currency losses of $4,852 (net of income taxes of $1,575) and currency losses of $4,377 (net of income taxes of $1,420), which represent effective hedges of net investments, were reported as a component of AOCI within currency translation adjustment at March 31, 2021 and September 30, 2020, respectively.

As of March 31, 2021 and September 30, 2020, the fair value of the Company's long-term debt, including current maturities, which is classified as Level 2 in the fair value hierarchy, approximated the carrying value included in the Consolidated Balance Sheets. The Company was in compliance with all of its debt covenants as of March 31, 2021.

Note 8.   Share-Based Payments

The Company maintains an equity incentive plan (the "2017 Equity Incentive Plan") that provides for grants of stock options, restricted shares, restricted share units, stock-based performance units and certain other types of stock-based awards. Under the 2017 Equity Incentive Plan, which has a ten-year term, the maximum number of shares available for grants or awards is an aggregate of 1,700,000. At March 31, 2021, there were 1,700,000 shares reserved for future issuance under the 2017 Equity Incentive Plan. 1,064,910 restricted share units have been granted under the 2017 Equity Incentive Plan and are outstanding as of March 31, 2021.  The 2017 Equity Incentive plan is administered by the Compensation Committee of the Board of Directors.

With respect to the restricted share grants, generally one-half of the shares vest on the third anniversary of the grant, one-quarter of the shares vest in one-third increments upon the attainment of pre-defined levels of adjusted earnings per share, and the remaining one-quarter of the shares vest in one-third increments upon attainment of pre-defined levels of appreciation in the market value of the Company's Class A Common Stock.  Additionally, restricted shares cannot vest until the first anniversary of the grant date.  Unvested restricted shares generally expire on the earlier of three or five years from the date of grant, upon employment termination, or within specified time limits following voluntary employment termination (with the consent of the Company), retirement or death.  The Company issues restricted shares from treasury shares.

With respect to the restricted share unit grants, units generally vest on the third anniversary of the grant date. The number of units that vest depend on certain time and performance thresholds. Such performance thresholds include adjusted earnings per share, return on invested capital, appreciation in the market value of the Company's Class A Common Stock, or other targets established by the Compensation Committee of the Board of Directors. Approximately 45% of the outstanding share units vest based on time, while the remaining vest based on pre-defined performance thresholds. The Company issues common stock from treasury shares once vested.
12



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
(Dollar amounts in thousands, except per share data)
Note 8.   Share-Based Payments (continued)

For the three-month periods ended March 31, 2021 and 2020, stock-based compensation cost totaled $4,001 and $2,508, respectively. For the six-month periods ended March 31, 2021 and 2020, stock-based compensation cost totaled $7,247 and $4,539, respectively. The associated future income tax benefit recognized for stock-based compensation was $738 and $614 for the three-month periods ended March 31, 2021 and 2020, respectively, and $976 and $793 for the six-month periods ended March 31, 2021 and 2020, respectively.

The transactions for restricted shares and restricted share units for the six months ended March 31, 2021 were as follows:
Shares /UnitsWeighted-
average
Grant-date
Fair Value
Non-vested at September 30, 2020750,322 $40.88 
Granted499,050 30.06 
Vested(104,895)56.11 
Expired or forfeited(36,667)57.05 
Non-vested at March 31, 20211,107,810 $34.03 

As of March 31, 2021, the total unrecognized compensation cost related to unvested restricted stock was $17,602 and is expected to be recognized over a weighted average period of 2.2 years.

The fair value of certain restricted share units that are subject to performance conditions are estimated on the date of grant using a binomial lattice valuation model. The following table indicates the assumptions used in estimating the fair value of certain restricted share units granted during the six-month period ended March 31, 2021.

Six Months Ended
March 31, 2021
Expected volatility42.9 %
Dividend yield3.2 %
Average risk-free interest rate0.2 %
Average expected term (years)3.0

The risk-free interest rate is based on United States Treasury yields at the date of grant. The dividend yield is based on the most recent dividend payment and average stock price over the 12 months prior to the grant date. Expected volatilities are based on the historical volatility of the Company's stock price. The expected term for grants in the six months ended March 31, 2021 represents an estimate of the average period of time for restricted share units to vest.

The Company maintains the 2019 Director Fee Plan, the Amended and Restated 2014 Director Fee Plan and the 1994 Director Fee Plan (collectively, the "Director Fee Plans").  There will be no further fees or share-based awards granted under the Amended and Restated 2014 Director Fee Plan and the 1994 Director Fee Plan.  Under the 2019 Director Fee Plan, non-employee directors (except for the Chairman of the Board) each receive, as an annual retainer fee for fiscal 2021, either cash or shares of the Company's Class A Common Stock with a value equal to $85.  The annual retainer fee for fiscal 2021 paid to the non-employee Chairman of the Board is $185.  Where the annual retainer fee is provided in shares, each director may elect to be paid these shares on a current basis or have such shares credited to a deferred stock account as phantom stock, with such shares to be paid to the director subsequent to leaving the Board.  The total number of shares of stock that have been authorized to be issued under the 2019 Director Fee Plan or credited to a deferred stock compensation account for subsequent issuance is 150,000 shares of Common Stock (subject to adjustment upon certain events such as stock dividends or stock splits).  The value of deferred shares is recorded in other liabilities.  A total of 38,327 shares and share units had been deferred under the Director Fee Plans as of March 31, 2021.  Additionally, non-employee directors each receive an annual stock-based grant (non-statutory stock options, stock appreciation rights and/or restricted shares or units) with a value of $125 for fiscal 2021.  271,807 restricted shares and restricted share units have been granted under the Director Fee Plans, 98,578 of which were issued under the 2019 Director Fee Plan.  74,639 restricted shares and restricted share units are unvested at March 31, 2021. 

13



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
(Dollar amounts in thousands, except per share data)
Note 9.   Earnings Per Share Attributable to Matthews' Shareholders

The information used to compute earnings (loss) per share attributable to Matthews' common shareholders was as follows:
Three Months Ended
March 31,
Six Months Ended
March 31,
 2021202020212020
Net income (loss) attributable to Matthews shareholders$4,989 $(86,364)$3,231 $(96,830)
Weighted-average shares outstanding (in thousands):    
Basic shares31,665 31,150 31,697 31,141 
Effect of dilutive securities418 337 
Diluted shares32,083 31,150 32,034 31,141 
Anti-dilutive securities excluded from the dilution calculation were insignificant for the three and six months ended March 31, 2021.


Note 10.   Pension and Other Postretirement Benefit Plans
The Company provides defined benefit pension and other postretirement plans to certain employees. Net periodic pension and other postretirement benefit cost for the plans included the following:
 Three months ended March 31,
 PensionOther Postretirement
 2021202020212020
Service cost$1,983 $2,170 $50 $64 
Interest cost *1,546 1,933 94 140 
Expected return on plan assets *(2,762)(2,232)
Amortization:    
Prior service cost(41)(47)(91)(23)
Net actuarial loss *3,023 2,386 
Net benefit cost$3,749 $4,210 $53 $181 

 Six months ended March 31,
 PensionOther Postretirement
 2021202020212020
Service cost$4,196 $4,340 $100 $128 
Interest cost *3,094 3,866 188 280 
Expected return on plan assets *(5,525)(4,464)
Amortization:    
Prior service cost(58)(94)(182)(46)
Net actuarial loss *6,044 4,773 
Net benefit cost$7,751 $8,421 $106 $362 
* Non-service components of pension and postretirement expense are included in other income (deductions), net.
Benefit payments under the Company's principal retirement plan are made from plan assets, while benefit payments under the postretirement benefit plan are made from the Company's operating funds. In April 2021, subsequent to the date of the balance sheet, the Company contributed $15,000 to its principal retirement plan. Under IRS regulations, no further contributions are required to be made to the Company's principal retirement plan during fiscal 2021.

14



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
(Dollar amounts in thousands, except per share data)
Note 10.   Pension and Other Postretirement Benefit Plans (continued)

Contributions made and anticipated for fiscal year 2021 are as follows:
ContributionsPensionOther Postretirement
Contributions during the six months ended March 31, 2021:  
Supplemental retirement plan$408 $— 
Other postretirement plan— 228 
Additional contributions expected in fiscal 2021:  
Principal retirement plan *$15,000 $— 
Supplemental retirement plan497 — 
Other postretirement plan— 603 
* Contribution was made in April 2021 (see above).


Note 11.   Accumulated Other Comprehensive Income

The changes in AOCI by component, net of tax, for the three-month periods ended March 31, 2021 and 2020 were as follows:
   Post-retirement benefit plansCurrency translation adjustmentDerivativesTotal
Attributable to Matthews:      
Balance, December 31, 2020 $(80,830)$(134,826) $(4,849)$(220,505)
OCI before reclassification (8,898) 2,088 (6,810)
Amounts reclassified from AOCI2,255 (a)567 (b)2,822 
Net current-period OCI2,255  (8,898) 2,655  (3,988)
Balance, March 31, 2021$(78,575)$(143,724) $(2,194) $(224,493)
Attributable to noncontrolling interest:       
Balance, December 31, 2020 $$365  $ $365 
OCI before reclassification   
Net current-period OCI  
Balance, March 31, 2021 $$366  $$366 

   Post-retirement benefit plansCurrency translation adjustmentDerivativesTotal
Attributable to Matthews:      
Balance, December 31, 2019 $(70,016)$(145,103) $(113)$(215,232)
OCI before reclassification (30,648) (4,305)(34,953)
Amounts reclassified from AOCI1,827 (a)(137)(b)1,690 
Net current-period OCI 1,827 (30,648) (4,442)(33,263)
Balance, March 31, 2020 $(68,189)$(175,751) $(4,555)$(248,495)
Attributable to noncontrolling interest:      
Balance, December 31, 2019 $$370  $$370 
OCI before reclassification  
Net current-period OCI  
Balance, March 31, 2020 $$371  $$371 
(a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 10).
(b) Amounts were included in interest expense in the periods the hedged item affected earnings (see Note 7).


15



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
(Dollar amounts in thousands, except per share data)
Note 11.   Accumulated Other Comprehensive Income (continued)

The changes in AOCI by component, net of tax, for the six-month periods ended March 31, 2021 and 2020 were as follows:
   Post-retirement benefit plansCurrency translation adjustment DerivativesTotal
Attributable to Matthews:      
Balance, September 30, 2020 $(82,954)$(151,881) $(5,884)$(240,719)
OCI before reclassification 8,157  2,441 10,598 
Amounts reclassified from AOCI4,379 (a)1,249 (b)5,628 
Net current-period OCI4,379  8,157  3,690 16,226 
Balance, March 31, 2021 $(78,575)$(143,724) $(2,194)$(224,493)
Attributable to noncontrolling interest:      
Balance, September 30, 2020 $$368  $$368 
OCI before reclassification (2) (2)
Net current-period OCI (2) (2)
Balance, March 31, 2021 $$366  $$366 

   Post-retirement benefit plansCurrency translation adjustment DerivativesTotal
Attributable to Matthews:      
Balance, September 30, 2019 $(71,743)$(156,214) $(404)$(228,361)
OCI before reclassification (19,537) (3,739)(23,276)
Amounts reclassified from AOCI3,554 (a)(412)(b)3,142 
Net current-period OCI 3,554 (19,537) (4,151)(20,134)
Balance, March 31, 2020 $(68,189)$(175,751) $(4,555)$(248,495)
Attributable to noncontrolling interest:      
Balance, September 30, 2019 $$375  $$375 
OCI before reclassification (4) (4)
Net current-period OCI (4) (4)
Balance, March 31, 2020 $$371  $$371 
(a) Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 10).
(b) Amounts were included in interest expense in the periods the hedged item affected earnings (see Note 7).
















16



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
(Dollar amounts in thousands, except per share data)
Note 11.   Accumulated Other Comprehensive Income (continued)

Reclassifications out of AOCI for the three and six-month periods ended March 31, 2021 and 2020 were as follows:
 Amount reclassified from AOCI
 
Details about AOCI Components
Three Months Ended March 31, 2021 Six Months Ended March 31, 2021Affected line item in the Statement of income
Postretirement benefit plans       
Prior service credit (a)
$132 $240  
Actuarial losses (a)
(3,023)(6,044) 
 (2,891)(5,804)
Income before income tax (b)
 636  1,425 Income taxes
 $(2,255) $(4,379)Net income
Derivatives       
Interest rate swap contracts$(751) $(1,654)Interest expense
 (751)(1,654)
Income before income tax (b)
 184  405 Income taxes
 $(567) $(1,249)Net income
 Amount reclassified from AOCI
 
Details about AOCI Components
Three Months Ended March 31, 2020 Six Months Ended
March 31, 2020
Affected line item in the Statement of income
Postretirement benefit plans     
Prior service credit (a)
$70 $140  
Actuarial losses (a)
(2,386)(4,773) 
 (2,316)(4,633)
Income before income tax (b)
 489  1,079 Income taxes
 $(1,827) $(3,554)Net income
Derivatives     
Interest rate swap contracts$182  $546 Interest expense
 182 546 
Income before income tax (b)
 (45) (134)Income taxes
 $137  $412 Net income

(a)Prior service cost amounts are included in the computation of pension and other postretirement benefit expense, which is reported in both cost of goods sold and selling and administrative expenses.  Actuarial losses are reported in other income (deductions), net. For additional information, see Note 10.
(b)For pre-tax items, positive amounts represent income and negative amounts represent expense.


17



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
(Dollar amounts in thousands, except per share data)
Note 12.   Income Taxes

Income tax provisions for the Company's interim periods are based on the effective income tax rate expected to be applicable for the full year. The Company's consolidated income taxes for the six months ended March 31, 2021 were an expense of $4,952, compared to a benefit of $16,463 for the first six months of fiscal 2020. The difference between the Company’s consolidated income taxes for the first six months of fiscal 2021 versus the same period for fiscal 2020 primarily resulted from fiscal 2021 having consolidated pre-tax income while fiscal 2020 had a pre-tax loss. Additionally, fiscal 2021 included discrete tax expenses related to foreign operating losses, discrete tax benefits related to expirations of uncertain tax liabilities, a net operating loss (“NOL”) carryback to tax years where the U.S. federal statutory rate was 35%, and additional foreign tax credits. Fiscal 2020 included discrete tax benefits resulting from the closure of several tax audits. The Company’s fiscal 2021 six-month effective tax rate varied from the U.S. statutory tax rate of 21.0% primarily due to discrete tax expenses related to foreign operating losses, discrete tax benefits related to expirations of uncertain tax liabilities, a NOL carryback to tax years where the U.S. federal statutory rate was 35%, and additional foreign tax credits. Additionally, state taxes, foreign statutory rate differentials, and tax credits all affected the fiscal 2021 effective tax rate. The Company’s fiscal 2020 six-month effective tax rate varied from the U.S. statutory tax rate of 21.0% primarily due to state taxes, foreign statutory rate differentials, tax credits, the goodwill write-down, and discrete tax benefits recognized in fiscal 2020.

The Company had unrecognized tax benefits (excluding penalties and interest) of $10,351 and $10,483 on March 31, 2021 and September 30, 2020, respectively, of which $7,137 and $7,066 would impact the annual effective rate at March 31, 2021 and September 30, 2020, respectively. It is reasonably possible that the amount of unrecognized tax benefits could decrease by approximately $7,606 in the next 12 months primarily due to the completion of audits and the expiration of the statute of limitations.

The Company classifies interest and penalties on tax uncertainties as a component of the provision for income taxes. Total penalties and interest accrued were $2,146 and $2,172 at March 31, 2021 and September 30, 2020, respectively.  These accruals may potentially be applicable in the event of an unfavorable outcome of uncertain tax positions.

The Company is currently under examination in several tax jurisdictions and remains subject to examination until the statute of limitations expires for those tax jurisdictions.  As of March 31, 2021, the tax years that remain subject to examination by major jurisdiction generally are:

United States – Federal2017 and forward
United States – State2016 and forward
Canada2017 and forward
Germany2019 and forward
United Kingdom2019 and forward
Singapore2017 and forward
Australia2016 and forward


Note 13.   Segment Information

The Company manages its businesses under 3 segments: SGK Brand Solutions, Memorialization and Industrial Technologies. The SGK Brand Solutions segment consists of brand management, pre-media services, printing plates and cylinders, engineered products, imaging services, digital asset management, merchandising display systems, and marketing and design services primarily for the consumer goods and retail industries.  The Memorialization segment consists primarily of bronze and granite memorials and other memorialization products, caskets, and cremation and incineration equipment primarily for the cemetery and funeral home industries.  The Industrial Technologies segment includes marking and coding equipment and consumables, industrial automation products and order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products.

The Company's primary measure of segment profitability is adjusted earnings before interest, income taxes, depreciation and amortization ("adjusted EBITDA"). Adjusted EBITDA is defined by the Company as earnings before interest, income taxes, depreciation, amortization and certain non-cash and/or non-recurring items that do not contribute directly to management’s evaluation of its operating results. These items include stock-based compensation, the non-service portion of pension and postretirement expense, acquisition costs, ERP integration costs, and strategic initiatives and other charges. This presentation is
18



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
(Dollar amounts in thousands, except per share data)
Note 13.   Segment Information (continued)

consistent with how the Company's chief operating decision maker (the “CODM”) evaluates the results of operations and makes strategic decisions about the business. For these reasons, the Company believes that adjusted EBITDA represents the most relevant measure of segment profit and loss.

In addition, the CODM manages and evaluates the operating performance of the segments, as described above, on a pre-corporate cost allocation basis. Accordingly, for segment reporting purposes, the Company does not allocate corporate costs to its reportable segments. Corporate costs include management and administrative support to the Company, which consists of certain aspects of the Company’s executive management, legal, compliance, human resources, information technology (including operational support) and finance departments. These costs are included within "Corporate and Non-Operating" in the following table to reconcile to consolidated adjusted EBITDA and are not considered a separate reportable segment. Management does not allocate non-operating items such as investment income, other income (deductions), net and noncontrolling interest to the segments.

The following table sets forth information about the Company's segments, including a reconciliation of adjusted EBITDA to net income.
Three Months Ended
March 31,
Six Months Ended
March 31,
 2021202020212020
Sales: 
SGK Brand Solutions$171,024 $172,855 $339,164 $347,735 
Memorialization205,457 161,819 388,731 316,224 
Industrial Technologies40,673 40,126 75,916 75,785 
Consolidated Sales$417,154 $374,800 $803,811 $739,744 

Adjusted EBITDA:    
SGK Brand Solutions$20,832 $22,224 $42,168 $40,962 
Memorialization51,606 35,193 95,678 65,286 
Industrial Technologies5,809 6,212 9,302 10,526 
Corporate and Non-Operating(17,307)(14,232)(31,445)(27,147)
Total Adjusted EBITDA$60,940 $49,397 $115,703 $89,627 
Acquisition related items (1)**
702 (742)360 (2,221)
ERP integration costs (2)**
(216)(750)(359)(1,415)
Strategic initiatives and other charges: (3)**
Workforce reductions and related costs(1,792)(1,387)(8,818)(3,649)
Other cost-reduction initiatives(3,787)(7,750)(7,468)(16,208)
Non-recurring / incremental coronavirus disease 2019 ("COVID-19") costs (4)
(1,572)(663)(2,696)(663)
Goodwill write-down (5)
(90,408)(90,408)
Joint Venture depreciation, amortization, interest expense and other charges (6)
(1,462)(2,259)
Stock-based compensation(4,001)(2,508)(7,247)(4,539)
Non-service pension and postretirement expense (7)
(1,901)(2,227)(3,801)(4,455)
Depreciation and amortization *
(35,179)(29,317)(62,530)(58,250)
Interest expense(7,233)(9,613)(14,961)(18,853)
Net income (loss) attributable to noncontrolling interests163 (231)(71)(71)
Income (loss) before income taxes6,124 (97,661)8,112 (113,364)
Income tax (provision) benefit(972)11,066 (4,952)16,463 
Net income (loss)$5,152 $(86,595)$3,160 $(96,901)

19



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
(Dollar amounts in thousands, except per share data)
Note 13.   Segment Information (continued)

(1) Includes certain non-recurring items associated with recent acquisition activities.
(2) Represents costs associated with global ERP system integration efforts.
(3) Includes certain non-recurring costs associated with productivity and cost-reduction initiatives intended to result in improved operating performance, profitability and working capital levels. 
(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.
(5) Represents the goodwill write-down for two reporting units within the SGK Brand Solutions segment.
(6) Represents the Company's portion of depreciation, intangible amortization, interest expense, and other non-recurring charges incurred by non-consolidated subsidiaries accounted for as equity-method investments within the Memorialization segment.
(7) Non-service pension and postretirement expense includes interest cost, expected return on plan assets and amortization of actuarial 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. The service cost and prior service cost components of pension and postretirement expense are included in the calculation of adjusted EBITDA, since they are considered to be a better reflection of the ongoing service-related costs of providing these benefits. Please note that GAAP pension and postretirement expense or the adjustment above are not necessarily indicative of the current or future cash flow requirements related to these employee benefit plans.
* Depreciation and amortization was $26,740 and $21,785 for the SGK Brand Solutions segment, $5,709 and $4,839 for the Memorialization segment, $1,401 and $1,428 for the Industrial Technologies segment, and $1,329 and $1,265 for Corporate and Non-Operating, for the three months ended March 31, 2021 and 2020, respectively. Depreciation and amortization was $45,887 and $43,441 for the SGK Brand Solutions segment, $11,178 and $9,475 for the Memorialization segment, $2,842 and $2,870 for the Industrial Technologies segment, and $2,623 and $2,464 for Corporate and Non-Operating, for the six months ended March 31, 2021 and 2020, respectively.
** Acquisition costs, ERP integration costs, and strategic initiatives and other charges were $2,991 and $3,818 for the SGK Brand Solutions segment, income of $335 and charges of $730 for the Memorialization segment, and charges of $2,437 and $5,813 for Corporate and Non-Operating, for the three months ended March 31, 2021 and 2020, respectively. Acquisition costs, ERP integration costs, and strategic initiatives and other charges were $268 for the Industrial Technologies segment, for the three months ended March 31, 2020. Acquisition costs, ERP integration costs, and strategic initiatives and other charges were $10,346 and $7,264 for the SGK Brand Solutions segment, $795 and $1,057 for the Memorialization segment, and $5,144 and $14,904 for Corporate and Non-Operating, for the six months ended March 31, 2021 and 2020, respectively. Acquisition costs, ERP integration costs, and strategic initiatives and other charges were $268 for the Industrial Technologies segment, for the six months ended March 31, 2020.

Note 14.   Acquisitions

Fiscal 2021:

In January 2021, the Company acquired a memorialization business that produces and distributes cemetery products for a purchase price of $13,100, subject to working capital adjustments. The preliminary purchase price allocation is not finalized as of March 31, 2021 and is subject to changes as the Company obtains additional information related to fixed assets and other assets, and liabilities.


Note 15.   Goodwill and Other Intangible Assets

A summary of the carrying amount of goodwill attributable to each segment as well as the changes in such amounts are as follows:
SGK Brand
Solutions
MemorializationIndustrial TechnologiesConsolidated
Net goodwill at September 30, 2020$311,737 $361,682 $91,969 $765,388 
Additions during period4,796 4,796 
Translation and other adjustments6,526 372 741 7,639 
Net goodwill at March 31, 2021$318,263 $366,850 $92,710 $777,823 
The net goodwill balances at March 31, 2021 and September 30, 2020 included $178,732 of accumulated impairment losses. Accumulated impairment losses at March 31, 2021 and September 30, 2020 were $173,732 and $5,000 for the SGK Brand Solutions and Memorialization segments, respectively.
20



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued
(Dollar amounts in thousands, except per share data)
Note 15.   Goodwill and Other Intangible Assets (continued)
The Company performed its annual impairment review of goodwill and indefinite-lived intangible assets in the second quarter of fiscal 2021 (January 1, 2021) and determined that the estimated fair values for all goodwill reporting units exceeded their carrying values, therefore no impairment charges were necessary. The estimated fair value of the Company's Graphics Imaging reporting unit, within the SGK Brand Solutions segment, exceeded the carrying value (expressed as a percentage of carrying value) by approximately 5%. If current projections are not achieved or specific valuation factors outside the Company’s control (such as discount rates and continued economic and industry impacts of COVID-19) significantly change, goodwill write-downs may be necessary in future periods.
The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of March 31, 2021 and September 30, 2020, respectively.
Carrying
Amount
Accumulated
Amortization
Net
March 31, 2021:    
Indefinite-lived trade names$30,540 $— $30,540 
Definite-lived trade names148,934 (83,129)65,805 
Customer relationships389,565 (186,391)203,174 
Copyrights/patents/other20,831 (15,055)5,776 
 $589,870 $(284,575)$305,295 
September 30, 2020:
   
Indefinite-lived trade names$30,540 $— $30,540 
Definite-lived trade names148,867 (64,462)84,405 
Customer relationships379,246 (166,892)212,354 
Copyrights/patents/other20,704 (14,505)6,199 
$579,357 $(245,859)$333,498 
The net change in intangible assets during the six months ended March 31, 2021 included the impact of foreign currency fluctuations during the period, additional amortization and additions related to a memorialization acquisition. During the second quarter of fiscal 2021, the Company reassessed the useful lives for certain of its customer relationships. As a result of this reassessment, the Company reduced the remaining useful lives for these customer relationships to reflect their estimated remaining duration, utilizing actual historical customer attrition rates.

Amortization expense on intangible assets was $22,930 and $17,872 for the three-month periods ended March 31, 2021 and 2020, respectively. For the six month period ended March 31, 2021 and 2020, amortization expense was $38,151 and $35,814, respectively. Amortization expense is estimated to be $45,840 for the remainder of fiscal 2021, $56,923 in 2022, $40,484 in 2023, $35,062 in 2024 and $19,737 in 2025. The accelerated amortization related to the fiscal 2019 reduction in useful lives for certain discontinued trade names is scheduled to continue through the first quarter of fiscal 2022.


Note 16.   Subsequent Event

On April 20, 2021, subsequent to the date of the balance sheet, the Compensation Committee of the Company's Board of Directors approved a resolution to freeze all future benefit accruals for all participants in the Company’s supplemental retirement plan and the defined benefit portion of the officers retirement restoration plan, effective April 30, 2021. Consequently, participants in these plans will no longer earn additional benefits after April 30, 2021.

21




Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES:

The following discussion should be read in conjunction with the consolidated financial statements of Matthews International Corporation ("Matthews" or the "Company") and related notes thereto included in this Quarterly Report on Form 10-Q and the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2020.  Any forward-looking statements contained herein are included pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.  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.  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, 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 changes in domestic or international economic conditions, changes in foreign currency exchange rates, changes in the cost of materials used in the manufacture of the Company's products, 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, 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, cybersecurity concerns, 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, and other factors described in Item 1A - "Risk Factors" in this Form 10-Q and Item 1A - "Risk Factors" in the Company's Form 10-K for the fiscal year ended September 30, 2020.  In addition, although the Company does not have any customers that would be considered individually significant to consolidated sales, changes in the distribution of the Company's products or the potential loss of one or more of the Company's larger customers are also considered risk factors. Matthews cautions that the foregoing list of important factors is not all inclusive. Readers are also cautioned not to place undue reliance on any forward looking statements, which reflect management's analysis only as of the date of this report, even if subsequently made available by Matthews on its website or otherwise. Matthews does not undertake to update any forward looking statement, whether written or oral, that may be made from time to time by or on behalf of Matthews to reflect events or circumstances occurring after the date of this report.

Included in this report are measures of financial performance that are not defined by generally accepted accounting principles in the United States ("GAAP"). These non-GAAP financial measures assist management in comparing the Company's 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. For additional information and reconciliations from the consolidated financial statements see "Non-GAAP Financial Measures" below.


RESULTS OF OPERATIONS:

The Company manages its businesses under three segments: SGK Brand Solutions, Memorialization and Industrial Technologies. The SGK Brand Solutions segment consists of brand management, pre-media services, printing plates and cylinders, engineered products, imaging services, digital asset management, merchandising display systems, and marketing and design services primarily for the consumer goods and retail industries. The Memorialization segment consists primarily of bronze and granite memorials and other memorialization products, caskets, and cremation and incineration equipment primarily for the cemetery and funeral home industries. The Industrial Technologies segment includes marking and coding equipment and consumables, industrial automation products and order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products.

The Company's primary measure of segment profitability is adjusted earnings before interest, income taxes, depreciation and amortization ("adjusted EBITDA"). Adjusted EBITDA is defined by the Company as earnings before interest, income taxes, depreciation, amortization and certain non-cash and/or non-recurring items that do not contribute directly to management’s evaluation of its operating results. These items include stock-based compensation, the non-service portion of pension and postretirement expense, acquisition costs, ERP integration costs, and strategic initiatives and other charges. This presentation is consistent with how the Company's chief operating decision maker (the “CODM”) evaluates the results of operations and makes strategic decisions about the business. For these reasons, the Company believes that adjusted EBITDA represents the most relevant measure of segment profit and loss.
22




Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

In addition, the CODM manages and evaluates the operating performance of the segments, as described above, on a pre-corporate cost allocation basis. Accordingly, for segment reporting purposes, the Company does not allocate corporate costs to its reportable segments. Corporate costs include management and administrative support to the Company, which consists of certain aspects of the Company’s executive management, legal, compliance, human resources, information technology (including operational support) and finance departments. These costs are included within "Corporate and Non-Operating" in the following table to reconcile to consolidated adjusted EBITDA and are not considered a separate reportable segment. Management does not allocate non-operating items such as investment income, other income (deductions), net and noncontrolling interest to the segments.

The following table sets forth the sales and adjusted EBITDA for the Company's three reporting segments for the three and six-month periods ended March 31, 2021 and 2020. Refer to Note 13, "Segment Information" in Item 1 - "Financial Statements" for the Company's financial information by segment.

Three Months Ended
March 31,
Six Months Ended
March 31,
 2021202020212020
Sales:(Dollar amounts in thousands)
SGK Brand Solutions$171,024 $172,855 $339,164 $347,735 
Memorialization205,457 161,819 388,731 316,224 
Industrial Technologies40,673 40,126 75,916 75,785 
Consolidated Sales$417,154 $374,800 $803,811 $739,744 

Adjusted EBITDA:    
SGK Brand Solutions$20,832 $22,224 $42,168 $40,962 
Memorialization51,606 35,193 95,678 65,286 
Industrial Technologies5,809 6,212 9,302 10,526 
Corporate and Non-Operating(17,307)(14,232)(31,445)(27,147)
Total Adjusted EBITDA (1)
$60,940 $49,397 $115,703 $89,627 
(1) Total Adjusted EBITDA is a non-GAAP financial measure. See the "Non-GAAP Financial Measures" section below.

Sales for the six months ended March 31, 2021 were $803.8 million, compared to $739.7 million for the six months ended March 31, 2020, representing an increase of $64.1 million.  The increase in fiscal 2021 sales primarily reflected higher sales in the Memorialization segment partially offset by lower sales in the SGK Brand Solutions segment. Changes in foreign currency exchange rates were estimated to have a favorable impact of $14.1 million on fiscal 2021 consolidated sales compared to a year ago. Fiscal 2021 sales continued to be impacted by the global outbreak of coronavirus disease 2019 ("COVID-19"), which has caused some commercial impacts in certain of the Company's segments and geographic locations. These impacts have included higher sales volumes for memorialization products and services, but have also included temporary business disruptions and customer project delays for certain of the Company's businesses. While substantially all of the Company's operations have remained open during the COVID-19 pandemic, management expects COVID-19 to continue to impact its sales and results of operations in the short-term until the pandemic subsides (see "Forward Looking Information" below).

In the SGK Brand Solutions segment, sales for the first six months of fiscal 2021 were $339.2 million, compared to $347.7 million for the first six months of fiscal 2020.  The decrease primarily resulted from lower retail-based sales (principally merchandising solutions and private label brand market sales), and reduced sales of cylinders and surfaces products, all of which continued to be unfavorably impacted by COVID-19. These decreases were partially offset by higher sales of purpose-built engineered products (primarily in support of the automobile and energy storage industries). Changes in foreign currency exchange rates had a favorable impact of $10.4 million on the segment's sales compared to the prior year. Memorialization segment sales for the first six months of fiscal 2021 were $388.7 million, compared to $316.2 million for the first six months of fiscal 2020. The increase in sales predominantly resulted from increased unit sales of caskets due to COVID-19. The segment also reported higher sales of bronze and granite memorial products, mausoleums, and cremation equipment. The increase in sales also reflected improved price realization and benefits from a recently completed acquisition of a small cemetery products business. Changes in foreign currency exchange rates had a favorable impact of $2.3 million on the segment's sales compared to the prior year. Industrial Technologies segment sales were $75.9 million for the first six months of fiscal 2021, compared to $75.8 million for the first six months of fiscal 2020. The sales increase primarily reflected a $1.4 million favorable impact from
23




Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

changes in foreign exchange rates, partially offset by lower product identification sales. Orders for warehouse automation solutions remained strong, but access to job sites to complete these projects has been restricted due to COVID-19.
Gross profit for the six months ended March 31, 2021 was $266.5 million, compared to $240.5 million for the same period a year ago.  Consolidated gross profit as a percent of sales was 33.2% and 32.5% for the first six months of fiscal 2021 and fiscal 2020, respectively.  The increase in gross profit primarily reflected higher sales, benefits from the realization of productivity improvements and cost-reduction initiatives, and improved margins for cylinders and engineered products within the SGK Brand Solutions segment. These improvements were partially offset by the impact of higher material and transportation costs, particularly in the Memorialization segment. Gross profit also included acquisition integration costs and other charges primarily in connection with cost-reduction initiatives totaling $10.7 million and $4.4 million for the six months ended March 31, 2021 and 2020, respectively.

Selling and administrative expenses for the six months ended March 31, 2021 were $203.0 million, compared to $204.3 million for the first six months of fiscal 2020.  Consolidated selling and administrative expenses, as a percent of sales, were 25.3% for the six months ended March 31, 2021, compared to 27.6% for the same period last year.  The decrease in selling and administrative expenses reflected benefits from ongoing cost-reduction initiatives, and reduced travel and entertainment ("T&E") costs resulting from the COVID-19 pandemic, partially offset by increased performance-based compensation compared to fiscal 2020. Selling and administrative expenses also included acquisition integration and related systems-integration costs, and other charges primarily in connection with cost-reduction initiatives totaling $8.3 million in fiscal 2021, compared to $19.2 million in fiscal 2020. Intangible amortization for the six months ended March 31, 2021 was $38.2 million, compared to $35.8 million for the six months ended March 31, 2020. The increase in intangible amortization reflected $5.1 million of incremental amortization resulting from a reduction in useful lives for certain customer relationships. Refer to Note 15, "Goodwill and Other Intangible Assets" in Item 1 - "Financial Statements" for further details. Intangible amortization also included accelerated amortization resulting from the fiscal 2019 reduction in useful lives for certain trade names that are being discontinued. Amortization for these trade names totaled $16.5 million and $18.7 million for the six months ended March 31, 2021 and March 31, 2020, respectively. During the second quarter of fiscal 2020, the Company recorded a goodwill write-down totaling $90.4 million related to its two reporting units within the SGK Brand Solutions segment (Graphics Imaging and Cylinders, Surfaces and Engineered Products).

Adjusted EBITDA was $115.7 million for the six months ended March 31, 2021 and $89.6 million for the six months ended March 31, 2020. Adjusted EBITDA for the SGK Brand Solutions segment was $42.2 million for the first six months of fiscal 2021 compared to $41.0 million for the same period a year ago. The increase in segment adjusted EBITDA primarily reflected benefits from cost-reduction initiatives, reduced T&E costs resulting from COVID-19, and improved margins for cylinders and engineered products. These increases were partially offset by the impact of lower sales and increased performance-based compensation compared to fiscal 2020. Memorialization segment adjusted EBITDA was $95.7 million for the first six months of fiscal 2021 compared to $65.3 million for the first six months of fiscal 2020. The increase in segment adjusted EBITDA primarily reflected the impact of higher sales, benefits from productivity initiatives and lower T&E costs, partially offset by the impact of higher material and transportation costs and increased performance-based compensation compared to fiscal 2020. Adjusted EBITDA for the Industrial Technologies segment for the six months ended March 31, 2021 was $9.3 million, compared to $10.5 million for the same period a year ago. Industrial Technologies segment adjusted EBITDA primarily reflected the impact of lower product identification sales, increased performance-based compensation expense and higher product development costs, partially offset by benefits from cost-reduction initiatives and reduced T&E costs.

Investment income was $2.0 million for the six months ended March 31, 2021 and $191,000 for the six months ended March 31, 2020. Investment income for both periods primarily reflected changes in the value of investments (primarily marketable securities) held in trust for certain of the Company's benefit plans.  Interest expense for the first six months of fiscal 2021 was $15.0 million, compared to $18.9 million for the same period last year.  The decrease in interest expense reflected a decrease in average borrowing levels and lower average interest rates in the current fiscal year.  Other income (deductions), net, for the six months ended March 31, 2021 represented a decrease in pre-tax income of $4.3 million, compared to a decrease in pre-tax income of $4.7 million for the same period last year.  Other income (deductions), net includes the non-service components of pension and postretirement expense, which totaled $3.8 million and $4.5 million for the six months ended March 31, 2021 and 2020, respectively. Other income (deductions), net also includes banking-related fees and the impact of currency gains and losses on certain intercompany debt and foreign denominated cash balances. 

Income tax provisions for the Company's interim periods are based on the effective income tax rate expected to be applicable for the full year. The Company's consolidated income taxes for the six months ended March 31, 2021 were an expense of $5.0 million, compared to a benefit of $16.5 million for the first six months of fiscal 2020. The difference between the Company’s consolidated income taxes for the first six months of fiscal 2021 versus the same period for fiscal 2020 primarily resulted from
24




Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

fiscal 2021 having consolidated pre-tax income while fiscal 2020 had a pre-tax loss. Additionally, fiscal 2021 included discrete tax expenses related to foreign operating losses, discrete tax benefits related to expirations of uncertain tax liabilities, a net operating loss (“NOL”) carryback to tax years where the U.S. federal statutory rate was 35%, and additional foreign tax credits. Fiscal 2020 included discrete tax benefits resulting from the closure of several tax audits. The Company’s fiscal 2021 six-month effective tax rate varied from the U.S. statutory tax rate of 21.0% primarily due to discrete tax expenses related to foreign operating losses, discrete tax benefits related to expirations of uncertain tax liabilities, a NOL carryback to tax years where the U.S. federal statutory rate was 35%, and additional foreign tax credits. Additionally, state taxes, foreign statutory rate differentials, and tax credits all affected the fiscal 2021 effective tax rate. The Company’s fiscal 2020 six-month effective tax rate varied from the U.S. statutory tax rate of 21.0% primarily due to state taxes, foreign statutory rate differentials, tax credits, the goodwill write-down, and discrete tax benefits recognized in fiscal 2020.

Net losses attributable to noncontrolling interests were $71,000 for the six months ended March 31, 2021 and the six months ended March 31, 2020.  The net losses attributable to noncontrolling interests primarily reflected losses in less than wholly-owned businesses.


NON-GAAP FINANCIAL MEASURES:

Included in this report are measures of financial performance that are not defined by GAAP. 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 costs, ERP integration costs, strategic initiative and other charges (which includes non-recurring charges related to operational initiatives and exit activities), stock-based compensation and the non-service portion of pension and postretirement expense. 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 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, provides investors with an additional understanding of the factors and trends affecting the Company’s business that could not be obtained absent these disclosures.

The Company believes that adjusted EBITDA provides relevant and useful information, which is used by the Company’s management in assessing the performance of its business. Adjusted EBITDA is defined by the Company as earnings before interest, income taxes, depreciation, amortization and certain non-cash and/or non-recurring items that do not contribute directly to management’s evaluation of its operating results. These items include stock-based compensation, the non-service portion of pension and postretirement expense, acquisition costs, ERP integration costs, and strategic initiatives and other charges. 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 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. It is also useful as a financial measure for lenders and is used by the Company’s management to measure business performance. Adjusted EBITDA is not a measure of the Company's financial performance under GAAP and should not be considered as an alternative to net income or other performance measures derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of the Company's liquidity. The Company's definition of adjusted EBITDA may not be comparable to similarly titled measures used by other companies.
25




Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

The reconciliation of net income to adjusted EBITDA is as follows:
Three Months Ended
March 31,
Six Months Ended
March 31,
2021202020212020
(Dollar amounts in thousands)
Net income (loss)$5,152 $(86,595)$3,160 $(96,901)
Income tax provision (benefit)972 (11,066)4,952 (16,463)
Income (loss) before income taxes6,124 (97,661)8,112 (113,364)
Net (income) loss attributable to noncontrolling interests(163)231 71 71 
Interest expense7,233 9,613 14,961 18,853 
Depreciation and amortization *
35,179 29,317 62,530 58,250 
Acquisition related items (1)**
(702)742 (360)2,221 
ERP integration costs (2)**
216 750 359 1,415 
Strategic initiatives and other charges: (3)**
Workforce reductions and related costs1,792 1,387 8,818 3,649 
Other cost-reduction initiatives3,787 7,750 7,468 16,208 
Non-recurring / incremental COVID-19 costs (4)
1,572 663 2,696 663 
Goodwill write-down (5)
— 90,408 — 90,408 
Joint Venture depreciation, amortization, interest expense and other charges (6)
— 1,462 — 2,259 
Stock-based compensation4,001 2,508 7,247 4,539 
Non-service pension and postretirement expense (7)
1,901 2,227 3,801 4,455 
Total Adjusted EBITDA$60,940 $49,397 $115,703 $89,627 
(1) Includes certain non-recurring items associated with recent acquisition activities.
(2) Represents costs associated with global ERP system integration efforts.
(3) Includes certain non-recurring costs associated with productivity and cost-reduction initiatives intended to result in improved operating performance, profitability and working capital levels. 
(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.
(5) Represents the goodwill write-down for two reporting units within the SGK Brand Solutions segment.
(6) Represents the Company's portion of depreciation, intangible amortization, interest expense, and other non-recurring charges incurred by non-consolidated subsidiaries accounted for as equity-method investments within the Memorialization segment.
(7) Non-service pension and postretirement expense includes interest cost, expected return on plan assets and amortization of actuarial 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. The service cost and prior service cost components of pension and postretirement expense are included in the calculation of adjusted EBITDA, since they are considered to be a better reflection of the ongoing service-related costs of providing these benefits. Please note that GAAP pension and postretirement expense or the adjustment above are not necessarily indicative of the current or future cash flow requirements related to these employee benefit plans.
* Depreciation and amortization was $26.7 million and $21.8 million for the SGK Brand Solutions segment, $5.7 million and $4.8 million for the Memorialization segment, $1.4 million and $1.4 million for the Industrial Technologies segment, and $1.3 million and $1.3 million for Corporate and Non-Operating, for the three months ended March 31, 2021 and 2020, respectively. Depreciation and amortization was $45.9 million and $43.4 million for the SGK Brand Solutions segment, $11.2 million and $9.5 million for the Memorialization segment, $2.8 million and $2.9 million for the Industrial Technologies segment, and $2.6 million and $2.5 million for Corporate and Non-Operating, for the six months ended March 31, 2021 and 2020, respectively.
** Acquisition costs, ERP integration costs, and strategic initiatives and other charges were $3.0 million and $3.8 million for the SGK Brand Solutions segment, income of $335,000 and charges of $730,000 for the Memorialization segment, and charges of $2.4 million and $5.8 million for Corporate and Non-Operating, for the three months ended March 31, 2021 and 2020, respectively. Acquisition costs, ERP integration costs, and strategic initiatives and other charges were $268,000 for the Industrial Technologies segment, for the three months ended March 31, 2020. Acquisition costs, ERP integration costs, and strategic initiatives and other charges were $10.3 million and $7.3 million for the SGK Brand Solutions segment, $795,000 and $1.1 million for the Memorialization segment, and $5.1 million and $14.9 million for Corporate and Non-Operating, for the six months ended March 31, 2021 and 2020, respectively. Acquisition costs, ERP integration costs, and strategic initiatives and other charges were $268,000 for the Industrial Technologies segment, for the six months ended March 31, 2020.

26




Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued


LIQUIDITY AND CAPITAL RESOURCES:

Net cash provided by operating activities was $92.2 million for the first six months of fiscal 2021, compared to $66.0 million for the first six months of fiscal 2020.  Fiscal 2021 operating cash flow reflected improved earnings compared to a year ago, as well as the Company's continued focus on working capital management. Operating cash flow for both periods principally included net income (loss) adjusted for deferred taxes, depreciation and amortization, stock-based compensation expense, net gains (losses) related to investments, non-cash pension expense, other non-cash adjustments, and changes in working capital items. Net changes in working capital items increased operating cash flow by $2.7 million and $19.4 million in fiscal 2021 and fiscal 2020, respectively.

Cash used in investing activities was $11.9 million for the six months ended March 31, 2021, compared to cash used in investing activities of $28.5 million for the six months ended March 31, 2020.  Investing activities for the first six months of fiscal 2021 reflected capital expenditures of $15.8 million, acquisitions payments (net of cash acquired) totaling $13.1 million, proceeds from the sale of investments of $15.0 million, and proceeds from the sale of assets of $2.1 million.  Investing activities for the first six months of fiscal 2020 primarily reflected capital expenditures of $19.1 million and investments and advances of $9.6 million.

Capital expenditures reflected reinvestment in the Company's business segments and were made primarily for the purchase of new production machinery, equipment, software and systems, and facilities designed to improve product quality, increase manufacturing efficiency, lower production costs and meet regulatory requirements.  Capital expenditures for the last three fiscal years were primarily financed through operating cash.  Capital spending for property, plant and equipment has averaged $38.6 million for the last three fiscal years.  Capital spending for fiscal 2021 is currently estimated to be approximately $40 million.  The Company expects to generate sufficient cash from operations to fund all anticipated capital spending projects.

Cash used in financing activities for the six months ended March 31, 2021 was $75.5 million, primarily reflecting repayments, net of proceeds, on long-term debt of $53.9 million, treasury stock purchases of $4.5 million, dividends of $14.0 million to the Company's shareholders, and $1.6 million of holdback and deferred payments related to acquisitions from prior years. Cash provided by financing activities for the six months ended March 31, 2020 was $585,000, primarily reflecting proceeds, net of repayments, on long-term debt of $21.3 million, treasury stock purchases of $2.4 million, dividends of $13.2 million to the Company's shareholders, $1.7 million of holdback and contingent consideration payments related to acquisitions from prior years, and payment of deferred financing fees of $2.0 million.

The Company has a domestic credit facility with a syndicate of financial institutions that includes a $750.0 million senior secured revolving credit facility, which matures in March 2025, and a $35.0 million senior secured amortizing term loan. The senior secured amortizing term loan was paid in full in March 2021. A portion of the revolving credit facility (not to exceed $350.0 million) can be drawn in foreign currencies. Borrowings under the revolving credit facility bear interest at LIBOR (Euro LIBOR for balances drawn in Euros) plus a factor ranging from 0.75% to 2.00% (1.25% at March 31, 2021) based on the Company's secured leverage ratio.  The secured leverage ratio is defined as net secured indebtedness divided by EBITDA (earnings before interest, income taxes, depreciation and amortization) as defined within the domestic credit facility agreement. The Company is required to pay an annual commitment fee ranging from 0.15% to 0.30% (based on the Company's leverage ratio) of the unused portion of the revolving credit facility. The Company incurred debt issuance costs in connection with the domestic credit facility. Unamortized costs were $2.5 million and $2.7 million at March 31, 2021 and September 30, 2020, respectively.

The domestic credit facility requires the Company to maintain certain leverage and interest coverage ratios. A portion of the facility (not to exceed $35.0 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 March 31, 2021 and September 30, 2020 were $250.0 million and $257.4 million, respectively. Outstanding Euro denominated borrowings on the revolving credit facility at March 31, 2021 and September 30, 2020 were €97.0 million ($113.8 million) and €117.0 million ($137.2 million), respectively. There were no outstanding borrowings on the term loan as of March 31, 2021. Outstanding borrowings on the term loan at September 30, 2020 were $22.4 million. The weighted-average interest rate on outstanding borrowings for the domestic credit facility (including the effects of interest rate swaps and Euro denominated borrowings) at March 31, 2021 and 2020 was 2.17% and 2.40%, respectively.
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Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

The Company has $300.0 million of 5.25% senior unsecured notes due December 1, 2025 (the "2025 Senior Notes"). The 2025 Senior Notes bear interest at a rate of 5.25% per annum with interest payable semi-annually in arrears on June 1 and December 1 of each year. The Company's obligations under the 2025 Senior Notes are guaranteed by certain of the Company's direct and indirect wholly-owned domestic subsidiaries. The Company is subject to certain covenants and other restrictions in connection with the 2025 Senior Notes. The Company incurred direct financing fees and costs in connection with the 2025 Senior Notes. Unamortized costs were $2.5 million and $2.7 million at March 31, 2021 and September 30, 2020, respectively.

The Company has a $115.0 million accounts receivable securitization facility (the "Securitization Facility") with certain financial institutions which matures in March 2022. Under the Securitization Facility, the Company and certain of its domestic subsidiaries sell, on a continuous basis without recourse, their trade receivables to Matthews Receivables Funding Corporation, LLC (“Matthews RFC”), a wholly-owned bankruptcy-remote subsidiary of the Company. Matthews RFC in turn assigns a collateral interest in these receivables to certain financial institutions, and then may borrow funds under the Securitization Facility. The Securitization Facility does not qualify for sale treatment. Accordingly, the trade receivables and related debt obligations remain on the Company's Consolidated Balance Sheet. Borrowings under the Securitization Facility bear interest at LIBOR plus 0.75%. The Company is required to pay an annual commitment fee ranging from 0.25% to 0.35% of the unused portion of the Securitization Facility. Outstanding borrowings under the Securitization Facility at March 31, 2021 and September 30, 2020 were $97.6 million and $67.7 million, respectively. At March 31, 2021 and 2020, the interest rate on borrowings under this facility was 0.86% and 1.74% respectively.

The following table presents information related to interest rate contracts entered into by the Company and designated as cash flow hedges (dollar amounts in thousands):
March 31, 2021September 30, 2020
Pay fixed swaps - notional amount$250,000 $312,500 
Net unrealized loss$(2,905)$(7,792)
Weighted-average maturity period (years)2.72.6
Weighted-average received rate0.11 %0.15 %
Weighted-average pay rate1.34 %1.34 %

The Company enters into interest rate swaps in order to achieve a mix of fixed and variable rate debt that it deems appropriate. The interest rate swaps have been designated as cash flow hedges of future variable interest payments, which are considered probable of occurring.  Based on the Company's assessment, all of the critical terms of each of the hedges matched the underlying terms of the hedged debt and related forecasted interest payments, and as such, these hedges were considered highly effective.

The fair value of the interest rate swaps reflected an unrealized loss, net of unrealized gains, of $2.9 million ($2.2 million after tax) at March 31, 2021 and an unrealized loss of $7.8 million ($5.9 million after tax) at September 30, 2020 that is included in shareholders' equity as part of accumulated other comprehensive income (loss) ("AOCI").  Assuming market rates remain constant with the rates at March 31, 2021, a loss (net of tax) of approximately $1.8 million included in AOCI is expected to be recognized in earnings over the next twelve months.

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 borrowing available under this facility is €25.0 million ($29.3 million), which includes €8.0 million ($9.4 million) for bank guarantees.  The credit facility matures in December 2021 and the Company intends to continue to extend this facility. Outstanding borrowings under the credit facility totaled €3.1 million ($3.6 million) and €18.9 million ($22.2 million) at March 31, 2021 and September 30, 2020, respectively. The weighted-average interest rate on outstanding borrowings under this facility at March 31, 2021 and 2020 was 2.25% and 1.25%, respectively.

The Company uses certain foreign currency debt instruments as net investment hedges of foreign operations. Currency losses of $4.9 million (net of income taxes of $1.6 million) and currency losses of $4.4 million (net of income taxes of $1.4 million), which represent effective hedges of net investments, were reported as a component of AOCI within currency translation adjustment at March 31, 2021 and September 30, 2020, respectively.


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Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

The Company has a stock repurchase program.  Under the current authorization, the Company's Board of Directors has authorized the repurchase of a total of 5,000,000 shares of Matthews' common stock under the program, of which 370,445 shares remain available for repurchase as of March 31, 2021. 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.

Consolidated working capital of the Company was $275.3 million at March 31, 2021, compared to $258.7 million at September 30, 2020.  Cash and cash equivalents were $47.0 million at March 31, 2021, compared to $41.3 million at September 30, 2020.  The Company's current ratio was 1.8 at March 31, 2021 and September 30, 2020.


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. In addition, the Company is party to specific environmental matters which include obligations to investigate and mitigate the effects on the environment of certain materials at operating and non-operating sites. The Company is currently performing environmental assessments and remediation at certain sites, as applicable.


ACQUISITIONS:

Refer to Note 14, "Acquisitions" in Item 1 - "Financial Statements" for further details on the Company's acquisitions.


SUBSEQUENT EVENT:

On April 20, 2021, subsequent to the date of the balance sheet, the Compensation Committee of the Company’s Board of Directors approved a resolution to freeze all future benefit accruals for all participants in the Company’s supplemental retirement plan and the defined benefit portion of the officers retirement restoration plan, effective April 30, 2021. Consequently, participants in these plans will no longer earn additional benefits after April 30, 2021.


FORWARD-LOOKING INFORMATION:

The Company's current strategy to attain annual operating growth primarily consists of the following: internal growth - which includes organic growth, cost structure and productivity improvements, new product development and the expansion into new markets with existing products - and acquisitions and related integration activities to achieve synergy benefits.

The significant factors (excluding acquisitions) influencing sales growth in the SGK Brand Solutions segment are global economic conditions, brand innovation, the level of marketing spending by the Company's clients, and government regulation. Due to the global footprint of this segment, currency fluctuations can also be a significant factor. For the Memorialization segment, North America death rates, the cremation trend, and price realization impact sales growth for the Company's bronze and granite memorials, caskets and cremation and incineration-related products. For the Industrial Technologies segment, sales growth drivers include economic/industrial market conditions, new product development, and the e-commerce trend.

During fiscal 2019, the Company initiated a strategic evaluation to improve profitability and reduce the Company's cost structure. These actions leveraged the benefit of the Company's new global ERP platform, primarily targeted at the SGK Brand Solutions segment, both operational and commercial structure, and the Company's shared financial services and other administrative functions. This evaluation identified opportunities for significant cost structure improvements, which the Company expects to achieve through at least fiscal 2022.  The Company's recent strategic review has also resulted in improvements to the commercial structure within the SGK Brand Solutions segment.

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Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued

On January 30, 2020, the World Health Organization declared an outbreak of COVID-19 to be a Public Health Emergency of International Concern, and subsequently recognized COVID-19 as a global pandemic in March 2020. Widespread efforts have been deployed by multiple countries around the world to prevent the virus from spreading, including temporary closures of non-essential businesses, event cancellations, travel restrictions, quarantines, and other disruptive actions. Substantially all of the Company’s operations have remained open during the COVID-19 pandemic, as they have been considered “essential” businesses during this time. However, the Company has experienced some commercial impact and business disruptions in certain segments and geographic locations as a result of COVID-19.

Considerable judgment is necessary to assess and predict the potential financial impacts of COVID-19 on the Company’s future operating results. Management expects that each of its business segments will experience some level of impacts in the short-term, potentially due to customer business disruptions, supply chain disruptions, facilities shut-downs, weaker global economic conditions, and customer project delays. Additionally, recent price increases for certain raw materials are expected to impact the Company's results for the remainder of fiscal 2021. Longer-term financial impacts will depend on global economic conditions eventually resulting from COVID-19. Management expects each of its businesses to experience some level of financial volatility in the short-term, but currently anticipates its core businesses will return to a more normalized future state as COVID-19 subsides.


CRITICAL ACCOUNTING POLICIES:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Therefore, the determination of estimates requires the exercise of judgment based on various assumptions and other factors such as historical experience, economic conditions, and in some cases, actuarial techniques.  Actual results may differ from those estimates. A discussion of market risks affecting the Company can be found in Item 7A - "Quantitative and Qualitative Disclosures about Market Risk" in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2020.

A summary of the Company's significant accounting policies are included in the Notes to Consolidated Financial Statements and in the critical accounting policies in Management's Discussion and Analysis included in the Company's Annual Report on Form 10-K for the year ended September 30, 2020.  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 Company performed its annual impairment review of goodwill and indefinite-lived intangible assets in the second quarter of fiscal 2021 (January 1, 2021) and determined that the estimated fair values for all goodwill reporting units exceeded their carrying values, therefore no impairment charges were necessary. The estimated fair value of the Company's Graphics Imaging reporting unit, within the SGK Brand Solutions segment, exceeded the carrying value (expressed as a percentage of carrying value) by approximately 5%. If current projections are not achieved or specific valuation factors outside the Company’s control (such as discount rates and continued economic and industry impacts of COVID-19) significantly change, goodwill write-downs may be necessary in future periods.

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Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations, Continued


LONG-TERM CONTRACTUAL OBLIGATIONS AND COMMITMENTS:

The following table summarizes the Company's contractual obligations at March 31, 2021, and the effect such obligations are expected to have on its liquidity and cash flows in future periods.
 Payments due in fiscal year:
Total2021
Remainder
2022 (1) to 2023
2024 to 2025After
2025
Contractual Cash Obligations:(Dollar amounts in thousands)
Revolving credit facilities$367,352 $— $3,587 $363,765 $— 
Securitization Facility97,590 — 97,590 — — 
2025 Senior Notes376,276 7,875 31,500 31,500 305,401 
Finance lease obligations (2)
8,703 1,905 4,147 897 1,754 
Non-cancelable operating leases (2)
84,435 13,667 40,508 20,509 9,751 
Other30,114 11,900 10,231 2,105 5,878 
Total contractual cash obligations$964,470 $35,347 $187,563 $418,776 $322,784 
(1)The Company maintains certain debt facilities with maturity dates of twelve months or less that it intends and has the ability to extend beyond twelve months totaling $3.6 million. These balances have been classified as non-current on the Company's Consolidated Balance Sheet.
(2)Lease obligations have not been discounted to their present value.

A significant portion of the loans included in the table above bear interest at variable rates.  At March 31, 2021, the weighted-average interest rate was 2.17% on the Company's domestic credit facility, 0.86% on the Company's Securitization Facility and 2.25% on the credit facility through the Company's European subsidiaries.

Benefit payments under the Company's principal retirement plan are made from plan assets, while benefit payments under the supplemental retirement plan and postretirement benefit plan are funded from the Company's operating cash. During the six months ended March 31, 2021 contributions of $408,000 and $228,000 were made under the supplemental retirement plan and postretirement plan, respectively. In April 2021, subsequent to the date of the balance sheet, the Company contributed $15.0 million to its principal retirement plan. Under IRS regulations, no further contributions are required to be made to the Company's principal retirement plan during fiscal 2021. The Company currently anticipates contributing an additional $497,000 and $603,000 under the supplemental retirement plan and postretirement plan, respectively, for the remainder of fiscal 2021.

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.  As of March 31, 2021, the Company had unrecognized tax benefits, excluding penalties and interest, of approximately $10.4 million.  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.


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

Refer to Note 2, "Basis of Presentation" in Item 1 - "Financial Statements," for further details on recently issued accounting pronouncements.

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Item 3.   Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the Company’s market risk during the three and six months ended March 31, 2021. For additional information see Item 7A - "Quantitative and Qualitative Disclosures About Market Risk" in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020.


Item 4.  Controls and Procedures

The Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are designed to provide reasonable assurance that information required to be disclosed in our reports filed under that Act (the "Exchange Act"), such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission. These disclosure controls and procedures also are designed to provide reasonable assurance that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Management, under the supervision and with the participation of our Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures in effect as of March 31, 2021. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2021, the Company's disclosure controls and procedures were effective to provide reasonable assurance that material information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, and that such information is recorded, summarized and properly reported within the appropriate time period, relating to the Company and its consolidated subsidiaries, required to be included in the Exchange Act reports, including this Quarterly Report on Form 10-Q.
There have been no changes in the Company's internal controls over financial reporting that occurred during the fiscal quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.
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PART II ‑ OTHER INFORMATION

Item 1. Legal Proceedings

The Company is subject to various legal proceedings and claims arising in the ordinary course of business.  Management does not expect that the results of any of these legal proceedings will have a material adverse effect on Matthews' financial condition, results of operations or cash flows.


Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended September 30, 2020. The risk factors disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended September 30, 2020, in addition to the other information set forth in this report, could adversely affect the Company's operating performance and financial condition. Additional risks not currently known or deemed immaterial may also result in adverse effects on the Company.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Stock Repurchase Plan

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.  Repurchased shares may be retained in treasury, utilized for acquisitions, or reissued to employees or other purchasers, subject to the restrictions of the Company's Restated Articles of Incorporation.  Under the current authorization, the Company's Board of Directors had authorized the repurchase of a total of 5,000,000 shares of Matthews' common stock under the program, of which 370,445 shares remain available for repurchase as of March 31, 2021.

The following table shows the monthly fiscal 2021 stock repurchase activity:
PeriodTotal number of shares purchasedWeighted-average price paid per shareTotal number of shares purchased as part of a publicly announced planMaximum number of shares that may yet be purchased under the plan
October 202040,000 $22.25 40,000 498,736 
November 202034,789 25.82 34,789 463,947 
December 202087,502 27.99 87,502 376,445 
January 2021— — — 376,445 
February 2021— — — 376,445 
March 20216,000 41.36 6,000 370,445 
Total168,291 $26.65 168,291  


Item 3. Defaults Upon Senior Securities

Not Applicable.


Item 4. Mine Safety Disclosures

Not Applicable.


Item 5. Other Information

Not Applicable.
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Item 6. Exhibits and Reports on Form 8-K

(a)Exhibits  
 Exhibit No.DescriptionMethod of Filing
3.1Restated Articles of Incorporation*Exhibit Number 3.1 to the Annual Report on Form 10-K for the year ended September 30, 1994 (filed in paper format)
3.2Exhibit Number 3.1 to the Current Report on Form 8-K filed on January 14, 2021
10.1Filed herewith
 31.1Filed herewith
 31.2Filed herewith
 32.1Furnished herewith
 32.2Furnished herewith
 101.INSXBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentFiled herewith
 101.SCHXBRL Taxonomy Extension SchemaFiled herewith
 101.CALXBRL Taxonomy Extension Calculation LinkbaseFiled herewith
 101.DEFXBRL Taxonomy Extension Definition LinkbaseFiled herewith
 101.LABXBRL Taxonomy Extension Label LinkbaseFiled herewith
 101.PREXBRL Taxonomy Extension Presentation LinkbaseFiled herewith
104Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)Filed herewith
* Incorporated by reference
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
  MATTHEWS INTERNATIONAL CORPORATION
  (Registrant)
 
   
Date:April 30, 2021 By: /s/ Joseph C. Bartolacci
  Joseph C. Bartolacci, President
  and Chief Executive Officer
   
   
Date:April 30, 2021 By: /s/ Steven F. Nicola
  Steven F. Nicola, Chief Financial Officer
  and Secretary
   

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