Financial Performance - Consolidated sales for the six months ended March 31, 2025, were $829.5 million, a decrease from $921.2 million for the same period in 2024, reflecting lower sales in the Industrial Technologies and Memorialization segments[110] - Memorialization segment sales decreased to $396.1 million for the first six months of fiscal 2025 from $430.2 million in fiscal 2024, primarily due to lower unit sales of caskets and cremation equipment[111] - Industrial Technologies segment sales fell to $161.4 million for the first six months of fiscal 2025, down from $227.5 million in the prior year, impacted by slower market conditions and customer delays[111] - SGK Brand Solutions segment sales increased to $272.0 million for the first six months of fiscal 2025, compared to $263.5 million in fiscal 2024, driven by higher brand sales in the Asia-Pacific region[111] - Adjusted EBITDA for the six months ended March 31, 2025, was $91.4 million, down from $102.3 million for the same period in 2024, reflecting lower sales and higher material costs[114] - Gross profit for the six months ended March 31, 2025, was $269.8 million, with a gross profit margin of 32.5%, compared to $280.5 million and 30.5% in the prior year[112] - Selling and administrative expenses increased to $245.3 million for the six months ended March 31, 2025, from $231.0 million in fiscal 2024, with expenses as a percentage of sales rising to 29.6%[113] - The unfavorable impact of foreign currency exchange rates on consolidated sales was estimated at $5.7 million for fiscal 2025 compared to the prior year[110] Segment Performance - Adjusted EBITDA for the Memorialization segment was $81.7 million for the first six months of fiscal 2025, down from $83.3 million in the previous year, due to lower unit sales and higher costs[114] - Adjusted EBITDA for the Industrial Technologies segment decreased to $7.9 million for the six months ended March 31, 2025, compared to $19.7 million in the same period of 2024, primarily due to lower sales and margins[114] Cash Flow and Investments - Net cash used in operating activities was $18.7 million for the first six months of fiscal 2025, compared to net cash provided of $29.8 million for the same period in fiscal 2024[124] - Cash used in investing activities was $3.9 million for the six months ended March 31, 2025, down from $29.8 million for the same period in fiscal 2024[125] - Cash provided by financing activities for the six months ended March 31, 2025 was $33.6 million, compared to $3.0 million for the same period in fiscal 2024[127] Debt and Financing - The company has a $750.0 million senior secured revolving credit facility, maturing in January 2029, with a leverage ratio defined as total indebtedness divided by EBITDA[128] - Outstanding U.S. dollar denominated borrowings on the revolving credit facility were $495.0 million as of March 31, 2025, compared to $410.5 million at September 30, 2024, reflecting an increase of 20.6%[129] - The Company has $300.0 million of 8.625% senior secured second lien notes due October 1, 2027, with unamortized costs of $4.8 million as of March 31, 2025[130] - The weighted-average interest rate on outstanding borrowings for the domestic credit facility decreased to 4.29% at March 31, 2025, from 4.89% at the same time in 2024[129] Legal and Regulatory Matters - The Company incurred $10.6 million in costs related to the pending sale of the SGK Brand Solutions business for the three months ended March 31, 2025[121] - Legal costs related to an ongoing dispute with Tesla totaled $8.6 million for the six months ended March 31, 2025[121] - The Company is pursuing counterclaims against Tesla in response to ongoing legal proceedings, which are not expected to materially affect financial conditions[163] Strategic Initiatives - The Company expects to complete the divestiture of its interest in the SGK Brand Solutions business in the third quarter of fiscal 2025[150] - The Company initiated cost reduction programs during Q4 of fiscal 2024, focusing on engineering and tooling operations in Europe, expected to be completed by fiscal 2026[151] - Organic growth strategies include new product development and market expansion, influenced by economic conditions and trends in electric vehicles and e-commerce[150] Compliance and Governance - The Company filed a Contribution Agreement on January 7, 2025, with Matthews International Corporation, Logo Holdings II Corporation, and Peninsula Parent LLC[174] - The Company has an Amended and Restated By-laws filed for the fiscal year ended September 30, 2023[174] - An Equity Distribution Agreement was executed on March 11, 2025, between Matthews International Corporation and Truist Securities, Inc.[174] - The Company has filed certifications for both the Principal Executive Officer and Principal Financial Officer[174] - The XBRL Instance Document and related taxonomy extension files have been filed, indicating compliance with interactive data requirements[174] - The Company is committed to furnishing any omitted schedules or exhibits to the SEC upon request[174] - The report was signed by Joseph C. Bartolacci, President and CEO, and Steven F. Nicola, CFO, on April 30, 2025[178] Market Conditions - The U.S. government announced a 10% tariff on product imports, which could adversely impact the Company's financial performance[165] - The Company is currently performing environmental assessments and remediation at certain sites to comply with regulatory obligations[147]

Core Insights - The company's fiscal 2025 second quarter results were generally in line with expectations, with consolidated sales impacted by challenges in the engineering business, particularly energy storage solutions, although demand is recovering with customer quotes exceeding $100 million since early February 2025 [1][2][8] Financial Performance - Consolidated sales for Q2 FY2025 were $427.6 million, a decrease of 9.3% from $471.2 million in Q2 FY2024 [7][10] - Net loss attributable to the company was $8.9 million, or $0.29 per share, compared to a net income of $9.0 million, or $0.29 per share in the prior year, marking a significant decline [11][27] - Adjusted EBITDA for the quarter was $51.4 million, down 9.5% from $56.8 million a year ago, primarily due to lower performance in the Industrial Technologies and Memorialization segments [9][11][22] Cost Management and Strategic Initiatives - The company has successfully implemented cost reduction initiatives, projected to exceed initial estimates of $50 million in savings [2][8] - The SGK transaction is expected to close in early May 2025, with an upfront consideration of $350 million, including $250 million in cash primarily for debt reduction and $50 million in preferred equity [3][5] Segment Performance - Sales in the Memorialization segment decreased to $205.6 million from $222.2 million year-over-year, while the Industrial Technologies segment saw a drop from $116.1 million to $80.8 million [10][22] - The SGK Brand Solutions segment reported an increase in sales from $132.9 million to $141.2 million, reflecting growth in brand experience sales [10][22] Year-to-Date Results - For the six months ended March 31, 2025, consolidated sales were $829.5 million, down 10.0% from $921.2 million in the same period last year [12][13] - The year-to-date net loss attributable to the company was $12.4 million, or $0.40 per share, compared to a net income of $6.7 million, or $0.22 per share in the prior year [14][27]

Core Viewpoint - Matthews International Corporation has announced the clearance of all remaining foreign anti-trust and competition authority regulatory requirements for the proposed sale of its interest in SGK Brand Solutions to SGS & Co, anticipating the transaction to close before the end of the current fiscal quarter [1][2]. Group 1: Transaction Details - The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired in February 2025, allowing the transaction to proceed [1]. - The company plans to use the cash proceeds from the transaction primarily for debt reduction, with a portion also allocated for stock repurchases due to the recent value of its common stock [2]. Group 2: Company Overview - Matthews International Corporation operates in three main segments: Memorialization, Industrial Technologies, and SGK Brand Solutions, employing over 11,000 people across more than 30 countries [3]. - The Memorialization segment provides products such as memorials, caskets, and cremation-related equipment, primarily serving cemetery and funeral home customers [3]. - The Industrial Technologies segment focuses on high-tech custom energy storage solutions and warehouse automation technologies [3]. - The SGK Brand Solutions segment specializes in packaging solutions and brand experiences, aiding companies in marketing and brand amplification [3].

Core Viewpoint - Matthews International Corporation is set to release its second quarter fiscal year 2025 earnings results on April 30, 2025, and will host a conference call on May 1, 2025, to discuss the results and outlook [1][2]. Company Overview - Matthews International Corporation is a global provider of industrial technologies, memorialization products, and brand solutions, with over 11,000 employees across more than 30 countries [3]. - The company operates in three segments: - **Industrial Technologies**: Focuses on high-tech custom energy storage solutions, product identification, warehouse automation technologies, and coating and converting lines for various industries [3]. - **Memorialization**: Provides memorial products, caskets, cremation-related products, and equipment primarily for cemetery and funeral home customers [3]. - **SGK Brand Solutions**: Offers packaging solutions and brand experiences to help companies enhance their marketing and brand value [3].

Core Insights - Matthews International Corporation announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act regarding the sale of its interest in SGK Brand Solutions to a new entity formed by affiliates of SGS & Co, with a closing anticipated next quarter, pending regulatory approvals and customary closing conditions [1] Company Overview - Matthews International Corporation is a global provider of memorialization products, industrial technologies, and brand solutions, employing over 11,000 people across more than 30 countries [2] - The Memorialization segment offers products such as memorials, caskets, and cremation-related equipment primarily to cemetery and funeral home customers [2] - The Industrial Technologies segment focuses on high-tech custom energy storage solutions, product identification, warehouse automation technologies, and coating and converting lines for various industries [2] - The SGK Brand Solutions segment provides packaging solutions and brand experiences, assisting companies in marketing and brand amplification [2]

Core Points - Matthews International Corporation announced the preliminary results of its 2025 Annual Meeting of Shareholders, where shareholders voted to elect all three director nominees to the Board of Directors [1] - The Chair of the Board, Alvaro Garcia-Tunon, expressed appreciation for shareholder feedback and indicated that the vote outcome validates the company's strategy and leadership [2] - The final results of the shareholder vote will be certified by an independent Inspector of Elections and reported in a Form 8-K with the U.S. Securities and Exchange Commission [2] Company Overview - Matthews International Corporation is a global provider of memorialization products, industrial technologies, and brand solutions, with over 11,000 employees across more than 30 countries [4] - The Memorialization segment offers products such as memorials, caskets, and cremation-related equipment primarily to cemetery and funeral home customers [4] - The Industrial Technologies segment focuses on high-tech custom energy storage solutions and warehouse automation technologies [4] - The SGK Brand Solutions segment provides packaging solutions and brand experiences to help companies enhance their marketing and brand value [4]

Core Viewpoint - Matthews International Corporation announced the preliminary results of its 2025 Annual Meeting of Shareholders, where shareholders voted to elect all three director nominees to the Board of Directors, indicating support for the company's strategy and leadership [1][2]. Company Overview - Matthews International Corporation is a global provider of memorialization products, industrial technologies, and brand solutions, with over 11,000 employees across more than 30 countries [4]. - The company operates in three segments: Memorialization, Industrial Technologies, and SGK Brand Solutions, providing a range of products and services from memorials and cremation equipment to energy storage solutions and packaging [4]. Shareholder Engagement - The Chair of the Board expressed appreciation for the constructive dialogue with shareholders, emphasizing the importance of their feedback and support in validating the company's strategy and governance actions [2]. - The company acknowledges the need for continued efforts to improve performance and deliver expected results to shareholders [2]. Financial Advisory - J.P. Morgan Securities LLC is serving as the financial advisor to Matthews International, while Sidley Austin LLP is providing legal counsel [3].

Core Viewpoint - Institutional Shareholder Services Inc. (ISS) recommends that Matthews International Corporation shareholders vote "WITHHOLD" on the current board nominees, indicating a lack of confidence in the board's governance and decision-making [1][2] Group 1: Proxy Contest and Board Recommendations - Barington Capital, which owns approximately 2.2% of Matthews' outstanding shares, urges shareholders to vote "FOR" all of its director nominees in the upcoming annual meeting [1][2] - ISS has reaffirmed its recommendation for shareholders to vote on the GOLD proxy card "FOR" the election of Barington's nominees, highlighting the need for board change [1][2] - The board's recent actions are viewed as a defensive maneuver to avoid accountability rather than a genuine commitment to improve governance [2][4] Group 2: Concerns Over Board Actions - There are concerns regarding the board's rushed sale of SGK Brand Solutions' remaining businesses, which may have been an attempt to influence the election outcome [2][4] - ISS notes that without further changes to the board, important decisions will continue to be influenced by directors who contributed to the current disappointing circumstances [1][4] - The board's late-stage governance enhancements are seen as insufficient and lacking a thoughtful process, raising questions about their commitment to effective governance [4]

Core Viewpoint - Barington Capital Group is urging shareholders of Matthews International Corporation to vote for its nominees for the Board of Directors, emphasizing the need for improved governance and long-term value creation [1][4]. Group 1: Barington's Nominees and Support - Barington Capital beneficially owns approximately 2.2% of Matthews' outstanding shares and is advocating for the election of Ana Amicarella, Chan Galbato, and James Mitarotonda to the Board [1]. - All three leading independent proxy advisory firms—ISS, Glass Lewis, and Egan-Jones—unanimously recommend shareholders vote "FOR" all of Barington's nominees, citing deficiencies in the current Board's independence and performance [4]. Group 2: Current Board Performance - The current Board has overseen a prolonged period of share price underperformance, poor capital allocation, and inadequate corporate governance, failing to hold CEO Joseph C. Bartolacci accountable for decisions that have harmed shareholder value during his 18-year tenure [4]. - Barington argues that the current Board's recent actions are a desperate attempt to distract shareholders from its failures, reinforcing the need for urgent change [4]. Group 3: Barington's Investment Philosophy - Barington Capital is a fundamental, value-oriented activist investment firm that invests in undervalued publicly traded companies, aiming to enhance their operations, corporate strategy, capital allocation, and governance to improve long-term shareholder value [5].

Core Viewpoint - Matthews International Corporation urges shareholders to vote for its three director nominees, emphasizing that failure to do so will lead to short-term oversight by individuals lacking knowledge of the company's businesses [1][2]. Group 1: Strategic Initiatives - The Board's strategic alternatives process has already resulted in the sale of SGK Brands Solutions for $350 million and a 40% equity stake in a new joint venture, with an additional $50 million expected from the sale of remaining operating businesses [1]. - Matthews is poised to unlock significant shareholder value through its dry battery electrode solutions, especially in the growing electric vehicle market, following favorable arbitration outcomes against Tesla [1][2]. Group 2: Board Composition and Expertise - The Board has been refreshed with members possessing relevant skills in manufacturing and energy technology, including the recent appointment of Thomas Gebhardt, who has over 30 years of experience at Panasonic [1]. - The nominees, Terry L. Dunlap, Alvaro Garcia-Tunon, and J. Michael Nauman, bring essential expertise to support the company's strategic focus on Industrial Technologies and energy solutions [1][3]. Group 3: Shareholder Support - GAMCO Asset Management, a significant shareholder with a 4.38% stake, has expressed support for Matthews' director nominees, believing they are best positioned to enhance shareholder value [3]. Group 4: Governance Enhancements - The Board has made governance improvements in response to shareholder feedback, including a transition in Board Chair and proposals to declassify the Board, aimed at creating sustainable long-term shareholder value [1].