8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

____________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 29, 2021

____________________________________________________________

MATTHEWS INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________________________________

Pennsylvania	0-09115	25-0644320
(State or other jurisdiction of	(Commission	(I.R.S. Employer
Incorporation or organization)	File Number)	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)

_____________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $1.00 par value	MATW	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01    Other Events.

The Company manages its businesses under three segments: SGK Brand Solutions, Memorialization and Industrial Technologies. Effective in the first quarter of fiscal 2022, the Company transferred its surfaces and engineered products businesses from the SGK Brand Solutions segment to the Industrial Technologies segment. This business segment change is consistent with internal management structure and reporting changes effective for fiscal 2022. The SGK Brand Solutions segment consists of brand management, pre-media services, printing plates and cylinders, imaging services, digital asset management, merchandising display systems, and marketing and design services primarily for the consumer goods and retail industries. The 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, engineered products including energy solutions, industrial automation products and order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products.

Item 8.01 of this Current Report on Form 8-K provides a summary of the Company's recast segment sales and operating results for the years ended September 30, 2021 and 2020, and the corresponding quarterly periods, as if the segments had been reported under the new reportable segment structure. Consolidated results remain unchanged. Beginning with the quarter ending December 31, 2021, the condensed consolidated financial statements will reflect the new reportable segment structure with the prior periods adjusted to conform to the new presentation. The recast segment information is included as Exhibit 99.1.

Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, does not restate the Company's previously reported consolidated financial statements for any period, nor does it reflect any subsequent information or events, other than as required to reflect the change in segments as described above. Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1, should be read in conjunction with the Company's Annual Report on Form 10-K for the years ended September 30, 2021 and 2020 and the Company's interim filings for such years with the Securities and Exchange Commission.

Item 9.01     Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number	Description
99.1	Recast Segment Sales and Operating Results
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

MATTHEWS INTERNATIONAL CORPORATION
(Registrant)
By:	/s/ Steven F. Nicola
	Steven F. Nicola
	Chief Financial Officer and Secretary

Date: November 29, 2021

EX-99.1

EXHIBIT 99.1

Matthews International Corporation and Subsidiaries

Recast Segment Sales and Operating Results

Dollar amounts in thousands (Unaudited)

Matthews International Corporation (together with its subsidiaries, the “Company”) manages its businesses under three segments: SGK Brand Solutions, Memorialization and Industrial Technologies. Effective in the first quarter of fiscal 2022, the Company transferred its surfaces and engineered products businesses from the SGK Brand Solutions segment to the Industrial Technologies segment. This business segment change is consistent with internal management structure and reporting changes effective for fiscal 2022.

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.

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 sales and adjusted EBITDA for the Company's SGK Brand Solutions, Memorialization and Industrial Technologies segments for the years ended September 30, 2021 and 2020, and the corresponding quarterly periods, as if the segments had been reported under the new reportable segment structure.

	Fiscal 2021										Fiscal 2020
	Fiscal Quarters Ended								Fiscal Year Ended September 30, 2021		Fiscal Quarters Ended								Fiscal Year Ended September 30, 2020
	December 31, 2020		March 31, 2021		June 30, 2021		September 30, 2021				December 31, 2019		March 31, 2020		June 30, 2020		September 30, 2020
Sales:
SGK Brand Solutions	$	149,959	$	146,415	$	162,211	$	158,934	$	617,519	$	156,638	$	155,263	$	147,430	$	154,487	$	613,818
Memorialization	183,274		205,457		184,337		195,948		769,016		154,405		161,819		162,118		177,693		656,035
Industrial Technologies	53,424		65,282		81,832		83,957		284,495		53,901		57,718		49,874		66,960		228,453
Consolidated Sales	$	386,657	$	417,154	$	428,380	$	438,839	$	1,671,030	$	364,944	$	374,800	$	359,422	$	399,140	$	1,498,306
Adjusted EBITDA:
SGK Brand Solutions	$	21,833	$	18,364	$	27,025	$	24,213	$	91,435	$	18,787	$	23,153	$	20,080	$	28,322	$	90,342
Memorialization	44,072		51,606		36,402		33,573		165,653		30,093		35,193		37,734		43,265		146,285
Industrial Technologies	2,996		8,277		12,173		11,443		34,889		4,212		5,336		5,445		8,062		23,055
Corporate and Non-Operating	(14,138)		(17,307)		(15,585)		(17,197)		(64,227)		(12,862)		(14,285)		(13,862)		(15,593)		(56,602)
Total Adjusted EBITDA(1)	$	54,763	$	60,940	$	60,015	$	52,032	$	227,750	$	40,230	$	49,397	$	49,397	$	64,056	$	203,080

(1) Total Adjusted EBITDA is a non-GAAP financial measure. See the "Non-GAAP Financial Measures" section below.

Matthews International Corporation and Subsidiaries

Adjusted EBITDA Non-GAAP Reconciliations

Dollar amounts in thousands (Unaudited)

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.

Matthews International Corporation and Subsidiaries

Adjusted EBITDA Non-GAAP Reconciliations (Continued)

Dollar amounts in thousands (Unaudited)

The reconciliation of net income to adjusted EBITDA is as follows:

	Fiscal 2021										Fiscal 2020
	Fiscal Quarters Ended								Fiscal Year Ended September 30, 2021		Fiscal Quarters Ended								Fiscal Year Ended September 30, 2020
	December 31, 2020		March 31, 2021		June 30, 2021		September 30, 2021				December 31, 2019		March 31, 2020		June 30, 2020		September 30, 2020
Net (loss) income	$	(1,992)	$	5,152	$	3,366	$	(3,668)	$	2,858	$	(10,306)	$	(86,595)	$	1,849	$	7,400	$	(87,652)
Income tax provision (benefit)	3,980		972		(2,325)		3,748		6,375		(5,397)		(11,066)		(6,209)		3,987		(18,685)
Income (loss) before income taxes	$	1,988	$	6,124	$	1,041	$	80	$	9,233	$	(15,703)	$	(97,661)	$	(4,360)	$	11,387	$	(106,337)
Net loss (income) attributable to noncontrolling interests	234		(163)		(11)		(8)		52		(160)		231		420		6		497
Interest expense	7,728		7,233		6,748		6,975		28,684		9,240		9,613		8,082		7,950		34,885
Depreciation and amortization	27,351		35,179		35,389		35,593		133,512		28,933		29,317		30,168		30,640		119,058
Acquisition related items (1)	342		(702)		398		503		541		1,479		742		355		864		3,440
ERP integration costs (2)	143		216		118		560		1,037		665		750		745		136		2,296
Strategic initiatives and other charges: (3)
Workforce reductions and related costs	7,026		1,792		1,826		—		10,644		2,262		1,387		776		4,807		9,232
Other cost-reduction initiatives	3,681		3,787		4,871		4,978		17,317		8,458		7,750		4,743		4,767		25,718
Legal matter reserve (4)	—		—		—		—		—		—		—		10,566		—		10,566
Non-recurring / incremental COVID-19 costs (5)	1,124		1,572		1,993		623		5,312		—		663		1,871		1,374		3,908
Goodwill write-downs (6)	—		—		—		—		—		—		90,408		—		—		90,408
Gain on sale of ownership interest in subsidiary (7)	—		—		—		—		—		—		—		(11,208)		—		(11,208)
Joint Venture depreciation, amortization, interest expense and other charges (8)	—		—		—		—		—		797		1,462		2,473		—		4,732
Stock-based compensation	3,246		4,001		5,713		2,621		15,581		2,031		2,508		2,539		1,018		8,096
Non-service pension and postretirement expense (9)	1,900		1,901		1,929		107		5,837		2,228		2,227		2,227		1,107		7,789
Total Adjusted EBITDA	$	54,763	$	60,940	$	60,015	$	52,032	$	227,750	$	40,230	$	49,397	$	49,397	$	64,056	$	203,080

(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 primarily associated with productivity and cost-reduction initiatives intended to result in improved operating performance, profitability and working capital levels.

(4) Represents a reserve established for a legal matter involving a letter of credit for a customer in Saudi Arabia within the Memorialization segment.

(5) 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.

(6) Represents goodwill write-downs within the SGK Brand Solutions and Industrial Technologies segments.

(7) Represents a gain on the sale of an ownership interest in a subsidiary within the Memorialization segment.

(8) 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.

(9) Non-service pension and postretirement expense includes interest cost, expected return on plan assets, amortization of actuarial gains and losses, and curtailment gains and losses. These benefit cost components are excluded from adjusted EBITDA since they are primarily influenced by external market conditions that impact investment returns and interest (discount) rates. Curtailment gains and losses are excluded from Adjusted EBITDA since they generally result from certain non-recurring events, such as plan amendments to modify future benefits. 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.

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Cover Page	Nov. 29, 2021	Apr. 29, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 29, 2021
Entity Registrant Name	MATTHEWS INTERNATIONAL CORP
Entity Incorporation, State or Country Code	PA
Entity File Number	0-09115
Entity Tax Identification Number	25-0644320
Entity Address, Address Line One	Two Northshore Center
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15212-5851
City Area Code	412
Local Phone Number	442-8200
Title of 12(b) Security	Class A Common Stock, $1.00 par value
Trading Symbol	MATW
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key		0000063296
Amendment Flag		false