x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
COMMONWEALTH OF PENNSYLVANIA
|
25-0644320
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
TWO NORTHSHORE CENTER, PITTSBURGH, PA
|
15212-5851
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant's telephone number, including area code
|
(412) 442-8200
|
Title of each class
|
Name of each exchange on which registered
|
|
Class A Common Stock, $1.00 par value
|
NASDAQ Global Select Market System
|
Yes
x
|
No
o
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
ITEM 1. BUSINESS.
|
Years Ended September 30,
|
||||||||||||||||||||||||
2013
|
2012
|
2011
|
||||||||||||||||||||||
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||
(Dollars in Thousands)
|
||||||||||||||||||||||||
Sales to unaffiliated customers:
|
||||||||||||||||||||||||
Memorialization:
|
||||||||||||||||||||||||
Cemetery Products
|
$ | 226,586 | 23.0 | % | $ | 215,943 | 24.0 | % | $ | 224,773 | 25.0 | % | ||||||||||||
Funeral Home Products
|
242,803 | 24.6 | 230,943 | 25.6 | 243,291 | 27.1 | ||||||||||||||||||
Cremation
|
48,522 | 4.9 | 45,981 | 5.1 | 39,278 | 4.4 | ||||||||||||||||||
517,911 | 52.5 | 492,867 | 54.7 | 507,342 | 56.5 | |||||||||||||||||||
Brand Solutions:
|
||||||||||||||||||||||||
Graphics Imaging
|
294,571 | 29.9 | 259,865 | 28.9 | 268,975 | 29.9 | ||||||||||||||||||
Marking and Fulfillment Systems
|
93,505 | 9.5 | 74,621 | 8.3 | 61,938 | 6.9 | ||||||||||||||||||
Merchandising Solutions
|
79,370 | 8.1 | 72,964 | 8.1 | 60,566 | 6.7 | ||||||||||||||||||
467,446 | 47.5 | 407,450 | 45.3 | 391,479 | 43.5 | |||||||||||||||||||
Total
|
$ | 985,357 | 100.0 | % | $ | 900,317 | 100.0 | % | $ | 898,821 | 100.0 | % | ||||||||||||
Operating profit:
|
||||||||||||||||||||||||
Memorialization:
|
||||||||||||||||||||||||
Cemetery Products
|
$ | 32,571 | 34.0 | % | $ | 33,195 | 35.5 | % | $ | 52,474 | 44.3 | % | ||||||||||||
Funeral Home Products
|
37,263 | 38.9 | 26,525 | 28.3 | 29,039 | 24.5 | ||||||||||||||||||
Cremation
|
3,097 | 3.2 | 3,869 | 4.1 | 3,479 | 2.9 | ||||||||||||||||||
72,931 | 76.1 | 63,589 | 67.9 | 84,992 | 71.7 | |||||||||||||||||||
Brand Solutions:
|
||||||||||||||||||||||||
Graphics Imaging
|
9,724 | 10.2 | 14,843 | 15.9 | 22,427 | 18.9 | ||||||||||||||||||
Marking and Fulfillment Systems
|
8,862 | 9.2 | 10,061 | 10.8 | 7,819 | 6.6 | ||||||||||||||||||
Merchandising Solutions
|
4,275 | 4.5 | 5,084 | 5.4 | 3,278 | 2.8 | ||||||||||||||||||
22,861 | 23.9 | 29,988 | 32.1 | 33,524 | 28.3 | |||||||||||||||||||
Total
|
$ | 95,792 | 100.0 | % | $ | 93,577 | 100.0 | % | $ | 118,516 | 100.0 | % |
ITEM 1.
|
BUSINESS, (continued)
|
ITEM 1.
|
BUSINESS, (continued)
|
·
|
Cremation Systems
|
·
|
Waste Management/Incineration Systems
|
·
|
Environmental and Energy Systems
|
·
|
Service and Supplies
|
·
|
Crematory Management/Operations
|
·
|
Cremation Urns and Memorialization Products
|
ITEM 1.
|
BUSINESS, (continued)
|
ITEM 1.
|
BUSINESS, (continued)
|
ITEM 1.
|
BUSINESS, (continued)
|
ITEM 1.
|
BUSINESS, (continued)
|
|
ITEM 2. PROPERTIES.
|
Location
|
Description of Property
|
||
Cemetery Products:
|
|||
Pittsburgh, PA
|
Manufacturing / Division Offices
|
||
Elberton, GA
|
Manufacturing
|
||
Kingwood, WV
|
Manufacturing
|
||
Melbourne, Australia
|
Manufacturing
|
(1)
|
|
Monterrey, Mexico
Parma, Italy
|
Manufacturing
Manufacturing / Warehouse
|
(1)
(1)
|
|
Searcy, AR
|
Manufacturing
|
||
Whittier, CA
|
Manufacturing
|
(1)
|
|
Funeral Home Products (
2
):
|
|||
Monterrey, Mexico
|
Manufacturing
|
(1)
|
|
Richmond, IN
|
Manufacturing
|
(1)
|
|
Richmond, IN
|
Manufacturing
|
(1)
|
|
Richmond, IN
|
Manufacturing / Metal Stamping
|
||
Richmond, IN
|
Injection Molding
|
(1)
|
|
York, PA
|
Manufacturing
|
||
Cremation:
|
|||
Apopka, FL
|
Manufacturing / Division Offices
|
||
Manchester, England
|
Manufacturing
|
(1)
|
|
Manchester, England
|
Manufacturing
|
(1)
|
|
Udine, Italy
|
Manufacturing
|
(1)
|
|
Graphics Imaging:
|
|||
Pittsburgh, PA
|
Manufacturing / Division Offices
|
||
Julich, Germany
|
Manufacturing / Division Offices
|
||
Atlanta, GA
|
Manufacturing
|
||
Woburn, MA
|
Manufacturing
|
(1)
|
|
Bristol, England
|
Manufacturing
|
||
Goslar, Germany
|
Manufacturing
|
(1)
|
|
Leeds, England
|
Manufacturing
|
(1)
|
|
Monchengladbach, Germany
|
Manufacturing
|
||
Munich, Germany
|
Manufacturing
|
(1)
|
|
Nuremberg, Germany
|
Manufacturing
|
(1)
|
|
Oakland, CA
|
Manufacturing
|
(1)
|
|
Poznan, Poland
|
Manufacturing
|
||
St. Louis, MO
|
Manufacturing
|
||
Shenzhen, China
|
Manufacturing
|
(1)
|
|
Vienna, Austria
|
Manufacturing
|
(1)
|
|
Vreden, Germany
|
Manufacturing
|
||
Wan Chai, Hong Kong
|
Manufacturing
|
(1)
|
|
Izmir, Turkey
|
Manufacturing
|
||
Grenzach-Wyhlen, Germany
|
Manufacturing
|
||
Duchow, Poland
|
Manufacturing
|
||
Budapest, Hungary
|
Manufacturing
|
ITEM 2.
|
PROPERTIES, (continued)
|
Location
|
Description of Property
|
||
Marking and Fulfillment Systems:
|
|||
Pittsburgh, PA
|
Manufacturing / Division Offices
|
||
Gothenburg, Sweden
|
Manufacturing / Distribution
|
(1)
|
|
Tualatin, OR
|
Manufacturing
|
(1)
|
|
Beijing, China
|
Manufacturing
|
(1)
|
|
Ixonia, WI
|
Manufacturing
|
(1)
|
|
Germantown, WI
|
Manufacturing
|
(1)
|
|
Cincinnati, OH
|
Manufacturing
|
(1)
|
|
Merchandising Solutions:
|
|||
East Butler, PA
|
Manufacturing / Division Offices
|
||
Portland, OR
|
Sales Office
|
(1)
|
|
Corporate Office:
|
|||
Pittsburgh, PA
|
General Offices
|
(1)
|
These properties are leased by the Company under operating lease arrangements. Rent expense incurred by the Company for all leased facilities was approximately $17.7 million in fiscal 2013.
|
(2)
|
In addition to the properties listed, the Funeral Home Products segment leases warehouse facilities totaling approximately 1.0 million square feet in 29 states under operating leases.
|
|
ITEM 3. LEGAL PROCEEDINGS.
|
|
OFFICERS AND EXECUTIVE MANAGEMENT OF THE REGISTRANT
|
Name
|
Age
|
Positions with Registrant
|
||
Joseph C. Bartolacci
|
53
|
President and Chief Executive Officer
|
||
David F. Beck
|
61
|
Vice President and Controller
|
||
Jennifer A. Ciccone
|
46
|
Vice President, Human Resources
|
||
Brian J. Dunn
|
56
|
Group President, Brand Solutions
|
||
Steven D. Gackenbach
|
50
|
Group President, Memorialization
|
||
Steven F. Nicola
|
53
|
Chief Financial Officer, Secretary and Treasurer
|
||
Paul F. Rahill
|
56
|
President, Cremation Division
|
||
Brian D. Walters
|
44
|
Vice President and General Counsel
|
|
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
|
High
|
Low
|
Close
|
||||||||||
Fiscal 2013:
|
||||||||||||
Quarter ended: September 30, 2013
|
$ | 40.50 | $ | 36.27 | $ | 38.08 | ||||||
June 30, 2013
|
39.37 | 32.81 | 37.70 | |||||||||
March 31, 2013
|
35.31 | 31.43 | 34.92 | |||||||||
December 31, 2012
|
32.95 | 27.42 | 32.10 | |||||||||
Fiscal 2012:
|
||||||||||||
Quarter ended: September 30, 2012
|
$ | 32.90 | $ | 27.88 | $ | 29.82 | ||||||
June 30, 2012
|
32.63 | 28.95 | 32.49 | |||||||||
March 31, 2012
|
34.36 | 30.00 | 31.64 | |||||||||
December 31, 2011
|
37.65 | 28.59 | 31.43 |
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS, (continued)
|
Period
|
Total number of shares purchased
|
Average price paid per share
|
Total number of shares purchased as part of a publicly announced plan
|
Maximum number of shares that may yet be purchased under the plan
|
||||||||||||
October 2012
|
123,000 | $ | 29.12 | 123,000 | 1,691,651 | |||||||||||
November 2012
|
31,732 | 28.91 | 31,732 | 1,659,919 | ||||||||||||
December 2012
|
1,000 | 30.72 | 1,000 | 1,658,919 | ||||||||||||
January 2013
|
- | - | - | 1,658,919 | ||||||||||||
February 2013
|
41,200 | 32.67 | 41,200 | 1,617,719 | ||||||||||||
March 2013
|
40,200 | 34.41 | 40,200 | 1,577,519 | ||||||||||||
April 2013
|
16,691 | 33.85 | 16,691 | 1,560,828 | ||||||||||||
May 2013
|
31,745 | 38.32 | 31,745 | 1,529,083 | ||||||||||||
June 2013
|
119,548 | 37.54 | 119,548 | 1,409,535 | ||||||||||||
July 2013
|
30,000 | 38.65 | 30,000 | 1,379,535 | ||||||||||||
August 2013
|
25,000 | 37.43 | 25,000 | 1,354,535 | ||||||||||||
September 2013
|
159,865 | 37.52 | 159,865 | 1,194,670 | ||||||||||||
Total
|
619,981 | $ | 34.88 | 619,981 |
|
ITEM 6. SELECTED FINANCIAL DATA.
|
Years Ended September 30,
|
||||||||||||||||||||
2013
(1)
|
2012
(2)
|
2011
(3)
|
2010
(4)
|
2009
(5)
|
||||||||||||||||
(Amounts in thousands, except per share data)
|
||||||||||||||||||||
(Not Covered by Report of Independent Registered Public Accounting Firm)
|
||||||||||||||||||||
Net sales
|
$ | 985,357 | $ | 900,317 | $ | 898,821 | $ | 821,829 | $ | 780,908 | ||||||||||
Operating profit
|
95,792 | 93,577 | 118,516 | 116,581 | 101,011 | |||||||||||||||
Interest expense
|
12,925 | 11,476 | 8,241 | 7,419 | 12,053 | |||||||||||||||
Net income attributable to Matthews shareholders
|
54,888 | 55,843 | 72,372 | 69,057 | 57,732 | |||||||||||||||
Earnings per common share:
|
||||||||||||||||||||
Basic
|
$1.99 | $1.98 | $2.47 | $2.32 | $1.91 | |||||||||||||||
Diluted
|
1.98 | 1.98 | 2.46 | 2.31 | 1.90 | |||||||||||||||
Weighted-average common
|
||||||||||||||||||||
shares outstanding:
|
||||||||||||||||||||
Basic
|
27,255 | 27,753 | 28,775 | 29,656 | 30,245 | |||||||||||||||
Diluted
|
27,423 | 27,839 | 28,812 | 29,706 | 30,318 | |||||||||||||||
Cash dividends per share
|
$.410 | $.370 | $.330 | $.290 | $.265 | |||||||||||||||
Total assets
|
$ | 1,214,927 | $ | 1,128,042 | $ | 1,097,455 | $ | 993,825 | $ | 949,653 | ||||||||||
Long-term debt, non-current
|
351,068 | 298,148 | 299,170 | 225,256 | 237,530 |
(1)
|
Fiscal 2013 included net unusual charges of approximately $14,095 (pre-tax). Unusual charges primarily related to strategic cost reduction initiatives, incremental costs related to an ERP implementation in the Cemetery Products segment, acquisition related costs and an impairment charge related to the carrying value of a trade name. The unusual charges were partially offset by a gain on the final settlement of the purchase price of the remaining ownership interest in one of the Company’s subsidiaries and the benefit of adjustments to contingent consideration.
|
(2)
|
Fiscal 2012 included net unusual charges of approximately $7,850 (pre-tax), which primarily consisted of charges related to cost reduction initiatives and incremental costs related to an ERP implementation in the Cemetery Products segment. In addition, fiscal 2012 included the favorable effect of an adjustment of $528 to income tax expense primarily related to changes in estimated tax accruals for open tax periods.
|
(3)
|
Fiscal 2011 included the favorable effect of an adjustment of $606 to income tax expense primarily related to changes in estimated tax accruals for open tax periods.
|
(4)
|
Fiscal 2010 included the favorable effect of an adjustment of $838 to income tax expense primarily related to changes in estimated tax accruals for open tax periods.
|
(5)
|
Fiscal 2009 included pre-tax unusual charges of approximately $16,500, which primarily consisted of severance and other costs related to the consolidation of certain production operations within the Company’s Cemetery Products segment, costs related to operational and systems improvements in several of the Company’s other businesses, and asset adjustments resulting from current market conditions. In addition, fiscal 2009 earnings included the favorable effect of an adjustment of $1,255 to income tax expense primarily related to the Company’s ability to utilize a European tax loss carryover generated in prior years and changes in the estimated tax accruals for open tax periods.
|
|
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
RESULTS OF OPERATIONS
:
|
Years Ended September 30,
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
Sales:
|
||||||||||||
Memorialization
|
$ | 517,911 | $ | 492,867 | $ | 507,342 | ||||||
Brand Solutions
|
467,446 | 407,450 | 391,479 | |||||||||
Consolidated
|
$ | 985,357 | $ | 900,317 | $ | 898,821 | ||||||
Operating Profit:
|
||||||||||||
Memorialization
|
$ | 72,931 | $ | 63,589 | $ | 84,992 | ||||||
Brand Solutions
|
22,861 | 29,988 | 33,524 | |||||||||
Consolidated
|
$ | 95,792 | $ | 93,577 | $ | 118,516 | ||||||
Effective Date
|
Amount
|
Fixed Interest Rate
|
Interest Rate Spread at September 30, 2013
|
Maturity Date
|
May 2011
|
$25 million
|
1.37%
|
1.25%
|
May 2014
|
October 2011
|
25 million
|
1.67%
|
1.25%
|
October 2015
|
November 2011
|
25 million
|
2.13%
|
1.25%
|
November 2014
|
March 2012
|
25 million
|
2.44%
|
1.25%
|
March 2015
|
June 2012
|
40 million
|
1.88%
|
1.25%
|
June 2022
|
August 2012
|
35 million
|
1.74%
|
1.25%
|
June 2022
|
September 2012
|
25 million
|
3.03%
|
1.25%
|
December 2015
|
September 2012
|
25 million
|
1.24%
|
1.25%
|
March 2017
|
November 2012
|
25 million
|
1.33%
|
1.25%
|
November 2015
|
|
In April 2011, the Company completed the purchase of the remaining 22% interest in Saueressig for 19.3 million Euros ($27.4 million), completing the option agreement in connection with the May 2008 acquisition of a 78% interest in Saueressig.
|
|
In March 2011, the Company acquired Innovative Picking Technologies, Inc. (“IPTI”), a manufacturer of paperless order fulfillment systems. The transaction is intended to expand the Company’s presence into the fulfillment systems industry.
|
|
In October 2010, the Company acquired Freeman Metal Products, Inc. and its affiliated companies (collectively, “Freeman”), a manufacturer and distributor of caskets. The purchase price for the acquisition was $22.8 million, plus additional consideration up to $6.0 million contingent on operating performance over the next three years. The transaction is intended to provide synergies in the manufacturing and distribution of caskets and expand the Company’s market presence in the Southeast and South Central regions of the United States.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS, (continued)
|
|
In October 2010, the Company acquired the remaining 25% interest in Rudolf Reproflex GmbH & Co. KG (“Reproflex”). The Company acquired a 75% interest in Reproflex in 2001.
|
·
|
Strategic cost-structure initiatives, particularly with respect to lean and sourcing, will continue, as will the unusual costs associated with the initiatives. Benefits related to strategic initiatives began to be realized late in fiscal 2013 and the Company expects such benefits to continue in fiscal 2014.
|
·
|
The increase in the number of U.S. deaths that impacted the Memorialization businesses in fiscal 2013 are expected to moderate, suggesting a flat to slightly lower casketed death rate for fiscal 2014.
|
·
|
Challenges resulting from the European economic weakness are expected to continue which will impact the Company’s European businesses.
|
·
|
Recent acquisitions are expected to contribute to fiscal 2014 results
.
|
Payments due in fiscal year:
|
||||||||||||||||||||
After
|
||||||||||||||||||||
Total
|
2014
|
2015 to 2016
|
2017 to 2018
|
2018
|
||||||||||||||||
Contractual Cash Obligations:
|
(Dollar amounts in thousands)
|
|||||||||||||||||||
Revolving credit facility
|
$ | 335,420 | $ | - | $ | 30,420 | $ | 305,000 | $ | - | ||||||||||
Notes payable to banks
|
21,530 | 13,068 | 6,997 | 1,465 | - | |||||||||||||||
Short-term borrowings
|
7,639 | 7,639 | - | - | - | |||||||||||||||
Capital lease obligations
|
10,658 | 2,160 | 2,799 | 1,859 | 3,840 | |||||||||||||||
Non-cancelable operating leases
|
24,325 | 10,048 | 10,147 | 2,284 | 1,846 | |||||||||||||||
Total contractual cash obligations
|
$ | 399,572 | $ | 32,915 | $ | 50,363 | $ | 310,608 | $ | 5,686 |
Effective Date
|
Amount
|
Fixed Interest Rate
|
Interest Rate Spread at September 30, 2013
|
Maturity Date
|
May 2011
|
$25 million
|
1.37%
|
1.25%
|
May 2014
|
October 2011
|
25 million
|
1.67%
|
1.25%
|
October 2015
|
November 2011
|
25 million
|
2.13%
|
1.25%
|
November 2014
|
March 2012
|
25 million
|
2.44%
|
1.25%
|
March 2015
|
June 2012
|
40 million
|
1.88%
|
1.25%
|
June 2022
|
August 2012
|
35 million
|
1.74%
|
1.25%
|
June 2022
|
September 2012
|
25 million
|
3.03%
|
1.25%
|
December 2015
|
September 2012
|
25 million
|
1.24%
|
1.25%
|
March 2017
|
November 2012
|
25 million
|
1.33%
|
1.25%
|
November 2015
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, (continued)
|
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
Description
|
Pages
|
|
Management’s Report to Shareholders
|
33
|
|
Report of Independent Registered Public Accounting Firm
|
34-35
|
|
Financial Statements:
|
||
Consolidated Balance Sheets as of September 30, 2013 and 2012
|
36-37
|
|
Consolidated Statements of Income for the years ended September 30, 2013, 2012 and 2011
|
38
|
|
Consolidated Statements of Comprehensive Income for the years ended September 30, 2013, 2012 and 2011
|
39
|
|
Consolidated Statements of Shareholders' Equity for the years ended September 30, 2013, 2012 and 2011
|
40
|
|
Consolidated Statements of Cash Flows for the years ended September 30, 2013, 2012 and 2011
|
41
|
|
Notes to Consolidated Financial Statements
|
42-66
|
|
Supplementary Financial Information (unaudited)
|
67
|
|
Financial Statement Schedule – Schedule II-Valuation and Qualifying
|
||
Accounts for the years ended September 30, 2013, 2012 and 2011
|
68
|
ASSETS
|
2013
|
2012
|
||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 57,986 | $ | 58,259 | ||||
Accounts receivable, net of allowance for doubtful
accounts of $10,009 and $11,177, respectively
|
188,405 | 174,632 | ||||||
Inventories
|
130,768 | 130,690 | ||||||
Deferred income taxes
|
9,826 | 9,814 | ||||||
Other current assets
|
18,997 | 19,950 | ||||||
Total current assets
|
405,982 | 393,345 | ||||||
Investments
|
22,288 | 18,842 | ||||||
Property, plant and equipment, net
|
180,731 | 144,049 | ||||||
Deferred income taxes
|
1,871 | 24,527 | ||||||
Other assets
|
14,402 | 12,083 | ||||||
Goodwill
|
524,551 | 476,181 | ||||||
Other intangible assets, net
|
65,102 | 59,015 | ||||||
Total assets
|
$ | 1,214,927 | $ | 1,128,042 |
LIABILITIES AND SHAREHOLDERS' EQUITY
|
2013
|
2012
|
||||||
Current liabilities:
|
||||||||
Long-term debt, current maturities
|
$ | 22,614 | $ | 21,566 | ||||
Trade accounts payable
|
45,232 | 44,294 | ||||||
Accrued compensation
|
41,916 | 30,222 | ||||||
Accrued income taxes
|
5,910 | 7,632 | ||||||
Customer prepayments
|
13,531 | 15,883 | ||||||
Contingent consideration
|
3,726 | 13,298 | ||||||
Other current liabilities
|
51,077 | 47,978 | ||||||
Total current liabilities
|
184,006 | 180,873 | ||||||
Long-term debt
|
351,068 | 298,148 | ||||||
Accrued pension
|
61,642 | 78,563 | ||||||
Postretirement benefits
|
17,956 | 27,725 | ||||||
Deferred income taxes
|
20,332 | 18,624 | ||||||
Other liabilities
|
26,993 | 33,194 | ||||||
Total liabilities
|
661,997 | 637,127 | ||||||
Arrangement with noncontrolling interest
|
- | 10,481 | ||||||
Commitments and contingencies
|
||||||||
Shareholders' equity-Matthews:
|
||||||||
Class A common stock, $1.00 par value; authorized
70,000,000 shares; 36,333,992 shares issued
|
36,334 | 36,334 | ||||||
Preferred stock, $100 par value, authorized 10,000 shares, none issued
|
- | - | ||||||
Additional paid-in capital
|
47,315 | 47,893 | ||||||
Retained earnings
|
775,762 | 727,176 | ||||||
Accumulated other comprehensive loss
|
(26,940 | ) | (65,083 | ) | ||||
Treasury stock, 9,083,910 and 8,711,924 shares, respectively, at cost
|
(283,006 | ) | (268,499 | ) | ||||
Total shareholders' equity-Matthews
|
549,465 | 477,821 | ||||||
Noncontrolling interests
|
3,465 | 2,613 | ||||||
Total shareholders' equity
|
552,930 | 480,434 | ||||||
Total liabilities and shareholders' equity
|
$ | 1,214,927 | $ | 1,128,042 |
2013
|
2012
|
2011
|
||||||||||
Sales
|
$ | 985,357 | $ | 900,317 | $ | 898,821 | ||||||
Cost of sales
|
(628,839 | ) | (563,747 | ) | (547,161 | ) | ||||||
Gross profit
|
356,518 | 336,570 | 351,660 | |||||||||
Selling expense
|
(105,963 | ) | (103,659 | ) | (99,251 | ) | ||||||
Administrative expense
|
(154,763 | ) | (139,334 | ) | (133,893 | ) | ||||||
Operating profit
|
95,792 | 93,577 | 118,516 | |||||||||
Investment income
|
2,284 | 3,891 | 1,443 | |||||||||
Interest expense
|
(12,925 | ) | (11,476 | ) | (8,241 | ) | ||||||
Other income (deductions), net
|
(3,715 | ) | (2,071 | ) | 298 | |||||||
Income before income taxes
|
81,436 | 83,921 | 112,016 | |||||||||
Income taxes
|
(26,664 | ) | (28,717 | ) | (38,556 | ) | ||||||
Net income
|
54,772 | 55,204 | 73,460 | |||||||||
Net (income) loss attributable to noncontrolling interests
|
116 | 639 | (1,088 | ) | ||||||||
Net income attributable to Matthews shareholders
|
$ | 54,888 | $ | 55,843 | $ | 72,372 | ||||||
Earnings per share attributable to Matthews shareholders:
|
||||||||||||
Basic
|
$1.99 | $1.98 | $2.47 | |||||||||
Diluted
|
$1.98 | $1.98 | $2.46 |
Year Ended September 30, 2011
|
||||||||||||
Matthews
|
Noncontrolling Interest
|
Total
|
||||||||||
Net income (loss)
|
$ | 72,372 | $ | 1,088 | $ | 73,460 | ||||||
Other comprehensive income (loss), net of tax:
|
||||||||||||
Foreign currency translation adjustment
|
(8,607 | ) | 523 | (8,084 | ) | |||||||
Pension plans and other postretirement benefits
|
(11,255 | ) | - | (11,255 | ) | |||||||
Unrecognized gain (loss) on derivatives:
|
||||||||||||
Net change from periodic revaluation
|
(3,246 | ) | - | (3,246 | ) | |||||||
Net amount reclassified to earnings
|
1,586 | - | 1,586 | |||||||||
Net change in unrecognized gain (loss) on
derivatives
|
(1,660 | ) | - | (1,660 | ) | |||||||
Other comprehensive income (loss), net of tax
|
(21,522 | ) | 523 | (20,999 | ) | |||||||
Comprehensive income (loss)
|
$ | 50,850 | $ | 1,611 | $ | 52,461 | ||||||
Year Ended September 30, 2012
|
||||||||||||
Matthews
|
Noncontrolling Interest
|
Total
|
||||||||||
Net income (loss)
|
$ | 55,843 | $ | (639 | ) | $ | 55,204 | |||||
Other comprehensive income (loss), net of tax:
|
||||||||||||
Foreign currency translation adjustment
|
(1,895 | ) | (29 | ) | (1,924 | ) | ||||||
Pension plans and other postretirement benefits
|
(3,327 | ) | - | (3,327 | ) | |||||||
Unrecognized gain (loss) on derivatives:
|
||||||||||||
Net change from periodic revaluation
|
(3,288 | ) | - | (3,288 | ) | |||||||
Net amount reclassified to earnings
|
2,085 | - | 2,085 | |||||||||
Net change in unrecognized gain (loss) on
derivatives
|
(1,203 | ) | - | (1,203 | ) | |||||||
Other comprehensive income (loss), net of tax
|
(6,425 | ) | (29 | ) | (6,454 | ) | ||||||
Comprehensive income (loss)
|
$ | 49,418 | $ | (668 | ) | $ | 48,750 | |||||
Year Ended September 30, 2013
|
||||||||||||
Matthews
|
Noncontrolling Interest
|
Total
|
||||||||||
Net income (loss)
|
$ | 54,888 | $ | (116 | ) | $ | 54,772 | |||||
Other comprehensive income (loss), net of tax:
|
||||||||||||
Foreign currency translation adjustment
|
3,779 | 82 | 3,861 | |||||||||
Pension plans and other postretirement benefits
|
29,347 | - | 29,347 | |||||||||
Unrecognized gain (loss) on derivatives:
|
||||||||||||
Net change from periodic revaluation
|
2,474 | - | 2,474 | |||||||||
Net amount reclassified to earnings
|
2,543 | - | 2,543 | |||||||||
Net change in unrecognized gain (loss) on
derivatives
|
5,017 | - | 5,017 | |||||||||
Other comprehensive income (loss), net of tax
|
38,143 | 82 | 38,225 | |||||||||
Comprehensive income (loss)
|
$ | 93,031 | $ | (34 | ) | $ | 92,997 | |||||
Accumulated
|
||||||||||||||||||||||||||||
Other
|
||||||||||||||||||||||||||||
Additional
|
Comprehensive
|
Non-
|
||||||||||||||||||||||||||
Common
|
Paid-in
|
Retained
|
Income (Loss)
|
Treasury
|
controlling
|
|||||||||||||||||||||||
Stock
|
Capital
|
Earnings
|
(net of tax)
|
Stock
|
interests
|
Total
|
||||||||||||||||||||||
Balance, September 30, 2010
|
$ | 36,334 | $ | 48,294 | $ | 621,923 | $ | (37,136 | ) | $ | (207,470 | ) | $ | 31,783 | $ | 493,728 | ||||||||||||
Net income
|
- | - | 72,372 | - | - | 1,088 | 73,460 | |||||||||||||||||||||
Minimum pension liability
|
- | - | - | (11,255 | ) | - | - | (11,255 | ) | |||||||||||||||||||
Translation adjustment
|
- | - | - | (8,607 | ) | - | 523 | (8,084 | ) | |||||||||||||||||||
Fair value of derivatives
|
- | - | - | (1,660 | ) | - | - | (1,660 | ) | |||||||||||||||||||
Total comprehensive income
|
52,461 | |||||||||||||||||||||||||||
Stock-based compensation
|
- | 6,972 | - | - | - | - | 6,972 | |||||||||||||||||||||
Purchase of 1,319,375 shares
treasury stock
|
- | - | - | - | (44,567 | ) | - | (44,567 | ) | |||||||||||||||||||
Issuance of 290,854 shares
treasury stock
|
- | (6,712 | ) | - | - | 8,791 | - | 2,079 | ||||||||||||||||||||
Dividends, $.33 per share
|
- | - | (9,632 | ) | - | - | - | (9,632 | ) | |||||||||||||||||||
Distribution to noncontrolling interests
|
- | - | - | - | - | (6,220 | ) | (6,220 | ) | |||||||||||||||||||
Arrangement-noncontrolling interest
|
- | - | (3,005 | ) | - | - | (23,723 | ) | (26,728 | ) | ||||||||||||||||||
Balance, September 30, 2011
|
36,334 | 48,554 | 681,658 | (58,658 | ) | (243,246 | ) | 3,451 | 468,093 | |||||||||||||||||||
Net income
|
- | - | 55,843 | - | - | (639 | ) | 55,204 | ||||||||||||||||||||
Minimum pension liability
|
- | - | - | (3,327 | ) | - | - | (3,327 | ) | |||||||||||||||||||
Translation adjustment
|
- | - | - | (1,895 | ) | - | (29 | ) | (1,924 | ) | ||||||||||||||||||
Fair value of derivatives
|
- | - | - | (1,203 | ) | - | - | (1,203 | ) | |||||||||||||||||||
Total comprehensive income
|
48,750 | |||||||||||||||||||||||||||
Stock-based compensation
|
- | 5,472 | - | - | - | - | 5,472 | |||||||||||||||||||||
Purchase of 1,015,879 shares
treasury stock
|
- | - | - | - | (31,017 | ) | - | (31,017 | ) | |||||||||||||||||||
Issuance of 188,145 shares
treasury stock
|
- | (6,133 | ) | - | - | 5,764 | - | (369 | ) | |||||||||||||||||||
Dividends, $.37 per share
|
- | - | (10,325 | ) | - | - | - | (10,325 | ) | |||||||||||||||||||
Distribution to noncontrolling interests
|
- | - | - | - | - | (170 | ) | (170 | ) | |||||||||||||||||||
Balance, September 30, 2012
|
36,334 | 47,893 | 727,176 | (65,083 | ) | (268,499 | ) | 2,613 | 480,434 | |||||||||||||||||||
Net income
|
- | - | 54,888 | - | - | (116 | ) | 54,772 | ||||||||||||||||||||
Minimum pension liability
|
- | - | - | 29,347 | - | - | 29,347 | |||||||||||||||||||||
Translation adjustment
|
- | - | - | 3,779 | - | 82 | 3,861 | |||||||||||||||||||||
Fair value of derivatives
|
- | - | - | 5,017 | - | - | 5,017 | |||||||||||||||||||||
Total comprehensive income
|
92,997 | |||||||||||||||||||||||||||
Stock-based compensation
|
- | 5,562 | - | - | - | - | 5,562 | |||||||||||||||||||||
Purchase of 619,981 shares
treasury stock
|
- | - | - | - | (21,622 | ) | - | (21,622 | ) | |||||||||||||||||||
Issuance of 247,995 shares
treasury stock
|
- | (6,140 | ) | - | - | 7,115 | - | 975 | ||||||||||||||||||||
Dividends, $.41 per share
|
- | - | (11,282 | ) | - | - | - | (11,282 | ) | |||||||||||||||||||
Distribution to noncontrolling interests
|
- | - | - | - | - | (767 | ) | (767 | ) | |||||||||||||||||||
Arrangement-noncontrolling interest
|
- | - | 4,980 | - | - | 1,653 | 6,633 | |||||||||||||||||||||
Balance, September 30, 2013
|
$ | 36,334 | $ | 47,315 | $ | 775,762 | $ | (26,940 | ) | $ | (283,006 | ) | $ | 3,465 | $ | 552,930 |
2013
|
2012
|
2011
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net income
|
$ | 54,772 | $ | 55,204 | $ | 73,460 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
37,865 | 28,821 | 27,661 | |||||||||
Stock-based compensation expense
|
5,562 | 5,472 | 6,972 | |||||||||
Increase in deferred taxes
|
3,812 | 6,050 | 9,481 | |||||||||
Gain on sale of assets
|
(2,013 | ) | (5,257 | ) | (2,832 | ) | ||||||
Changes in working capital items
|
(5,808 | ) | (16,403 | ) | (23,093 | ) | ||||||
Decrease in other assets
|
1,628 | 4,456 | 4,787 | |||||||||
Increase (decrease) in other liabilities
|
5,594 | (3,854 | ) | (2,007 | ) | |||||||
Increase in pension and postretirement
benefit obligations
|
11,839 | 7,634 | 1,135 | |||||||||
Other, net
|
(3,925 | ) | 1,203 | 2,267 | ||||||||
Net cash provided by operating activities
|
109,326 | 83,326 | 97,831 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Capital expenditures
|
(24,924 | ) | (33,236 | ) | (22,440 | ) | ||||||
Acquisitions, net of cash acquired
|
(73,959 | ) | (12,541 | ) | (84,369 | ) | ||||||
Proceeds from sale of assets
|
252 | 1,461 | 1,463 | |||||||||
Purchases of investment securities
|
- | (958 | ) | (1,639 | ) | |||||||
Proceeds from dispositions of investments
|
- | - | 169 | |||||||||
Net cash used in investing activities
|
(98,631 | ) | (45,274 | ) | (106,816 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from long-term debt
|
115,509 | 53,330 | 117,107 | |||||||||
Payments on long-term debt
|
(83,293 | ) | (53,056 | ) | (48,214 | ) | ||||||
Payment on contingent consideration
|
(11,315 | ) | - | - | ||||||||
Purchases of treasury stock
|
(21,622 | ) | (31,017 | ) | (44,567 | ) | ||||||
Proceeds from the sale of treasury stock
|
974 | 267 | 1,929 | |||||||||
Dividends
|
(11,282 | ) | (10,325 | ) | (9,632 | ) | ||||||
Distributions to noncontrolling interests
|
(767 | ) | (170 | ) | (6,220 | ) | ||||||
Net cash (used in) provided by financing activities
|
(11,796 | ) | (40,971 | ) | 10,403 | |||||||
Effect of exchange rate changes on cash
|
828 | (484 | ) | (866 | ) | |||||||
Net change in cash and cash equivalents
|
(273 | ) | (3,403 | ) | 552 | |||||||
Cash and cash equivalents at beginning of year
|
58,259 | 61,662 | 61,110 | |||||||||
Cash and cash equivalents at end of year
|
$ | 57,986 | $ | 58,259 | $ | 61,662 | ||||||
Cash paid during the year for:
|
||||||||||||
Interest
|
$ | 13,059 | $ | 11,464 | $ | 8,367 | ||||||
Income taxes
|
29,428 | 22,765 | 35,359 | |||||||||
Non-cash investing and financing activities:
|
||||||||||||
Acquisition of equipment under capital lease
|
$ | 1,276 | $ | 1,125 | $ | 2,764 |
1.
|
NATURE OF OPERATIONS:
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|
September 30, 2012
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
||||||||||||||||
Derivatives
(1)
|
$ | - | - | - | $ | - | ||||||||||
Trading securities
|
16,265 | - | - | 16,265 | ||||||||||||
Total assets at fair value
|
$ | 16,265 | - | - | $ | 16,265 | ||||||||||
Liabilities:
|
||||||||||||||||
Derivatives
(1)
|
- | $ | 9,133 | - | $ | 9,133 | ||||||||||
Total liabilities at fair value
|
- | $ | 9,133 | - | $ | 9,133 | ||||||||||
(1)
Interest rate swaps are valued based on observable market swap rates and are classified within Level 2 of the fair value hierarchy.
|
4.
|
INVENTORIES:
|
2013
|
2012
|
|||||||
Raw materials
|
$ | 40,931 | $ | 41,003 | ||||
Work in process
|
25,293 | 22,772 | ||||||
Finished goods
|
64,544 | 66,915 | ||||||
$ | 130,768 | $ | 130,690 |
5.
|
INVESTMENTS:
|
2013
|
2012
|
|||||||
Trading securities:
|
||||||||
Mutual funds
|
$ | 17,929 | $ | 16,265 | ||||
Equity investments
|
4,359 | 2,577 | ||||||
$ | 22,288 | $ | 18,842 |
6.
|
PROPERTY, PLANT AND EQUIPMENT:
|
2013
|
2012
|
|||||||
Buildings
|
$ | 77,936 | $ | 64,946 | ||||
Machinery and equipment
|
303,674 | 261,857 | ||||||
381,610 | 326,803 | |||||||
Less accumulated depreciation
|
(233,791 | ) | (206,472 | ) | ||||
147,819 | 120,331 | |||||||
Land
|
15,534 | 9,207 | ||||||
Construction in progress
|
17,378 | 14,511 | ||||||
$ | 180,731 | $ | 144,049 |
7.
|
LONG-TERM DEBT:
|
2013
|
2012
|
|||||||
Revolving credit facilities
|
$ | 335,420 | $ | 281,323 | ||||
Notes payable to banks
|
21,530 | 26,626 | ||||||
Short-term borrowings
|
7,639 | 4,322 | ||||||
Capital lease obligations
|
9,093 | 7,443 | ||||||
373,682 | 319,714 | |||||||
Less current maturities
|
(22,614 | ) | (21,566 | ) | ||||
$ | 351,068 | $ | 298,148 |
7.
|
LONG-TERM DEBT (continued)
|
Effective Date
|
Amount
|
Fixed Interest Rate
|
Interest Rate Spread at September 30, 2013
|
Maturity Date
|
May 2011
|
$25,000
|
1.37%
|
1.25%
|
May 2014
|
October 2011
|
25,000
|
1.67%
|
1.25%
|
October 2015
|
November 2011
|
25,000
|
2.13%
|
1.25%
|
November 2014
|
March 2012
|
25,000
|
2.44%
|
1.25%
|
March 2015
|
June 2012
|
40,000
|
1.88%
|
1.25%
|
June 2022
|
August 2012
|
35,000
|
1.74%
|
1.25%
|
June 2022
|
September 2012
|
25,000
|
3.03%
|
1.25%
|
December 2015
|
September 2012
|
25,000
|
1.24%
|
1.25%
|
March 2017
|
November 2012
|
25,000
|
1.33%
|
1.25%
|
November 2015
|
Liability Derivatives
|
||||||||
Balance Sheet Location:
|
2013
|
2012
|
||||||
Current assets
|
||||||||
Other current assets
|
$ | 427 | $ | - | ||||
Long-term assets
|
||||||||
Other assets
|
3,309 | - | ||||||
Current liabilities:
|
||||||||
Other current liabilities
|
2,590 | 2,851 | ||||||
Long-term liabilities:
|
||||||||
Other liabilities
|
2,054 | 6,282 | ||||||
Total derivatives
|
$ | 908 | $ | 9,133 | ||||
7.
|
LONG-TERM DEBT (continued)
|
Location of
|
Amount of
|
|||
Derivatives in
|
Loss
|
Loss
|
||
Cash Flow Hedging
|
Recognized in
|
Recognized in Income
|
||
Relationships
|
Income on Derivatives
|
on Derivatives
|
||
2013
|
2012
|
|||
Interest rate swaps
|
Interest expense
|
$(4,170)
|
$(3,418)
|
7.
|
LONG-TERM DEBT (continued)
|
2014
|
$ | 22,614 | ||
2015
|
34,785 | |||
2016
|
5,032 | |||
2017
|
1,623 | |||
2018
|
306,365 | |||
Thereafter
|
3,263 | |||
$ | 373,682 |
8.
|
SHAREHOLDERS' EQUITY:
|
2013
|
2012
|
|||||||
Cumulative foreign currency translation
|
$ | 3,714 | $ | (65 | ) | |||
Fair value of derivatives, net of tax of $354 and $3,562, respectively
|
(554 | ) | (5,571 | ) | ||||
Minimum pension liabilities, net of tax of $18,979 and $37,777, respectively
|
(30,100 | ) | (59,447 | ) | ||||
$ | (26,940 | ) | $ | (65,083 | ) |
9.
|
SHARE-BASED PAYMENTS:
|
Weighted-
|
||||||||
average
|
||||||||
grant-date
|
||||||||
Shares
|
fair value
|
|||||||
Non-vested at September 30, 2012
|
551,389 | $32.56 | ||||||
Granted
|
236,500 | 25.22 | ||||||
Vested
|
(99,226 | ) | 35.95 | |||||
Expired or forfeited
|
(47,264 | ) | 30.75 | |||||
Non-vested at September 30, 2013
|
641,399 | 29.46 |
Weighted-
|
||||||||||||||||
Weighted-
|
average
|
Aggregate
|
||||||||||||||
average
|
remaining
|
intrinsic
|
||||||||||||||
Shares
|
exercise price
|
contractual term
|
value
|
|||||||||||||
Outstanding, September 30, 2012
|
840,282 | $ | 37.15 | |||||||||||||
Granted
|
- | - | ||||||||||||||
Exercised
|
(38,475 | ) | 25.56 | |||||||||||||
Expired or forfeited
|
(56,983 | ) | 37.10 | |||||||||||||
Outstanding, September 30, 2013
|
744,824 | 37.76 | 2.2 | $ | 240 | |||||||||||
Exercisable, September 30, 2013
|
413,069 | 36.94 | 1.9 | $ | 472 |
Weighted-
|
||||||||
average
|
||||||||
grant-date
|
||||||||
Shares
|
fair value
|
|||||||
Non-vested at September 30, 2012
|
355,872 | $ | 11.35 | |||||
Granted
|
- | - | ||||||
Vested
|
- | - | ||||||
Expired or forfeited
|
(24,117 | ) | 12.16 | |||||
Non-vested at September 30, 2013
|
331,755 | 11.29 |
2013
|
2012
|
2011
|
||||||||||
Expected volatility
|
29.5 | % | 30.4 | % | 30.0 | % | ||||||
Dividend yield
|
1.2 | % | 1.0 | % | 1.0 | % | ||||||
Average risk-free interest rate
|
0.6 | % | 0.9 | % | 1.2 | % | ||||||
Average expected term (years)
|
2.0 | 2.0 | 2.0 |
9.
|
SHARE-BASED PAYMENTS (continued)
|
2013
|
2012
|
2011
|
||||||||||
Net income attributable to Matthews shareholders
|
$ | 54,888 | $ | 55,843 | $ | 72,372 | ||||||
Less: dividends and undistributed earnings
allocated to participating securities
|
583 | 861 | 1,420 | |||||||||
Net income available to Matthews shareholders
|
$ | 54,305 | $ | 54,982 | $ | 70,952 | ||||||
Weighted-average shares outstanding (in thousands):
|
||||||||||||
Basic shares
|
27,255 | 27,753 | 28,775 | |||||||||
Effect of dilutive securities
|
168 | 86 | 37 | |||||||||
Diluted shares
|
27,423 | 27,839 | 28,812 | |||||||||
11.
|
PENSION AND OTHER POSTRETIREMENT PLANS:
|
Pension
|
Other Postretirement
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Change in benefit obligation
:
|
||||||||||||||||
Benefit obligation, beginning of year
|
$ | 195,860 | $ | 168,033 | $ | 28,831 | $ | 27,547 | ||||||||
Acquisitions
|
9,437 | - | - | - | ||||||||||||
Service cost
|
7,160 | 5,852 | 796 | 730 | ||||||||||||
Interest cost
|
8,024 | 7,842 | 1,129 | 1,283 | ||||||||||||
Assumption changes
|
(26,288 | ) | 19,701 | (10,270 | ) | 2,508 | ||||||||||
Actuarial (gain) loss
|
(891 | ) | 688 | (854 | ) | (2,473 | ) | |||||||||
Benefit payments
|
(7,225 | ) | (6,256 | ) | (751 | ) | (764 | ) | ||||||||
Benefit obligation, end of year
|
186,077 | 195,860 | 18,881 | 28,831 | ||||||||||||
|
||||||||||||||||
Change in plan assets
:
|
||||||||||||||||
Fair value, beginning of year
|
116,577 | 100,554 | - | - | ||||||||||||
Actual return
|
10,838 | 16,000 | - | - | ||||||||||||
Benefit payments
|
(7,225 | ) | (6,256 | ) | (751 | ) | (764 | ) | ||||||||
Employer contributions
|
3,523 | 6,279 | 751 | 764 | ||||||||||||
Fair value, end of year
|
123,713 | 116,577 | - | - | ||||||||||||
Funded status
|
(62,363 | ) | (79,283 | ) | (18,881 | ) | (28,831 | ) | ||||||||
Unrecognized actuarial loss (gain)
|
56,148 | 92,940 | (3,001 | ) | 8,561 | |||||||||||
Unrecognized prior service cost
|
(1,935 | ) | (2,142 | ) | (1,502 | ) | (1,774 | ) | ||||||||
Net amount recognized
|
$ | (8,150 | ) | $ | 11,515 | $ | (23,384 | ) | $ | (22,044 | ) | |||||
Amounts recognized in the consolidated balance sheet
:
|
||||||||||||||||
Current liability
|
$ | (721 | ) | $ | (720 | ) | $ | (925 | ) | $ | (1,106 | ) | ||||
Noncurrent benefit liability
|
(61,642 | ) | (78,563 | ) | (17,956 | ) | (27,725 | ) | ||||||||
Accumulated other comprehensive loss
|
54,213 | 90,798 | (4,503 | ) | 6,787 | |||||||||||
Net amount recognized
|
$ | (8,150 | ) | $ | 11,515 | $ | (23,384 | ) | $ | (22,044 | ) | |||||
Amounts recognized in accumulated
|
||||||||||||||||
other comprehensive loss:
|
||||||||||||||||
Net actuarial loss (income)
|
$ | 56,148 | $ | 92,940 | $ | (3,001 | ) | $ | 8,561 | |||||||
Prior service cost
|
(1,935 | ) | (2,142 | ) | (1,502 | ) | (1,774 | ) | ||||||||
Net amount recognized
|
$ | 54,213 | $ | 90,798 | $ | (4,503 | ) | $ | 6,787 | |||||||
11.
|
PENSION AND OTHER POSTRETIREMENT PLANS (continued)
|
Pension
|
Other Postretirement
|
|||||||||||||||||||||||
2013
|
2012
|
2011
|
2013
|
2012
|
2011
|
|||||||||||||||||||
Service cost
|
$ | 7,160 | $ | 5,852 | $ | 5,016 | $ | 796 | $ | 730 | $ | 632 | ||||||||||||
Interest cost
|
8,024 | 7,842 | 7,510 | 1,129 | 1,283 | 1,254 | ||||||||||||||||||
Expected return on plan assets
|
(9,071 | ) | (7,836 | ) | (7,398 | ) | - | - | - | |||||||||||||||
Amortization:
|
||||||||||||||||||||||||
Prior service cost
|
(206 | ) | (45 | ) | 26 | (272 | ) | (451 | ) | (476 | ) | |||||||||||||
Net actuarial loss
|
7,903 | 6,814 | 5,364 | 439 | 535 | 407 | ||||||||||||||||||
Net benefit cost
|
$ | 13,810 | $ | 12,627 | $ | 10,518 | $ | 2,092 | $ | 2,097 | $ | 1,817 |
Contributions
|
Pension
|
Other Postretirement
|
||||||
Principal retirement plan
|
$ | 2,500 | $ | - | ||||
Supplemental retirement plan
|
725 | - | ||||||
Other postretirement plan
|
- | 751 |
Other
|
||||||||
Pension
|
Postretirement
|
|||||||
Benefits
|
Benefits
|
|||||||
Net actuarial loss
|
$ | 3,964 | $ | (87 | ) | |||
Prior service cost
|
(206 | ) | (195 | ) |
11.
|
PENSION AND OTHER POSTRETIREMENT PLANS (continued)
|
Pension
|
Other Postretirement
|
|||||||||||||||||||||||
2013
|
2012
|
2011
|
2013
|
2012
|
2011
|
|||||||||||||||||||
Discount rate
|
5.00 | % | 4.00 | % | 4.75 | % | 5.00 | % | 4.00 | % | 4.75 | % | ||||||||||||
Return on plan assets
|
8.00 | 8.00 | 8.00 | - | - | - | ||||||||||||||||||
Compensation increase
|
3.50 | 3.50 | 3.50 | - | - | - |
Plan Assets at
|
Target
|
|||||||||||
Asset Category
|
2013
|
2012
|
Allocation
|
|||||||||
Equity securities
|
$ | 67,954 | $ | 63,186 | 55 | % | ||||||
Fixed income, cash and cash equivalents
|
36,817 | 35,218 | 30 | % | ||||||||
Other investments
|
18,942 | 18,173 | 15 | % | ||||||||
$ | 123,713 | $ | 116,577 | 100 | % |
11.
|
PENSION AND OTHER POSTRETIREMENT PLANS (continued)
|
September 30, 2013
|
||||||||||||||||
Asset Category
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Equity securities - stocks
|
$ | 36,127 | $ | - | $ | - | $ | 36,127 | ||||||||
Equity securities - mutual funds
|
30,507 | 1,320 | - | 31,827 | ||||||||||||
Fixed income securities
|
17,912 | 9,487 | - | 27,399 | ||||||||||||
Cash and cash equivalents
|
9,418 | - | - | 9,418 | ||||||||||||
Other investments
|
- | - | 18,942 | 18,942 | ||||||||||||
Total
|
$ | 93,964 | $ | 10,807 | $ | 18,942 | $ | 123,713 |
September 30, 2012
|
||||||||||||||||
Asset Category
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Equity securities - stocks
|
$ | 34,127 | $ | - | $ | - | $ | 34,127 | ||||||||
Equity securities - mutual funds
|
29,059 | - | - | 29,059 | ||||||||||||
Fixed income securities
|
10,523 | 12,707 | - | 23,230 | ||||||||||||
Cash and cash equivalents
|
11,988 | - | - | 11,988 | ||||||||||||
Other investments
|
- | - | 18,173 | 18,173 | ||||||||||||
Total
|
$ | 85,697 | $ | 12,707 | $ | 18,173 | $ | 116,577 |
Fair Value,
|
Fair Value,
|
|||||||||||||||||||||||
Beginning of
|
Realized
|
Unrealized
|
End of
|
|||||||||||||||||||||
Asset Category
|
Period
|
Acquisitions
|
Dispositions
|
Gains (Losses)
|
Gains
|
Period
|
||||||||||||||||||
Other
investments
:
|
||||||||||||||||||||||||
Fiscal Year Ended:
|
||||||||||||||||||||||||
September 30, 2013
|
$ | 18,173 | $ | - | - | $ | 48 | $ | 721 | $ | 18,942 | |||||||||||||
September 30, 2012
|
13,375 | 3,800 | - | 766 | 232 | 18,173 |
11.
|
PENSION AND OTHER POSTRETIREMENT PLANS (continued)
|
Other
|
||||||||
Pension
|
Postretirement
|
|||||||
Years ending September 30:
|
Benefits
|
Benefits
|
||||||
2014
|
$ | 7,080 | $ | 926 | ||||
2015
|
7,722 | 917 | ||||||
2016
|
8,190 | 1,004 | ||||||
2017
|
8,550 | 1,126 | ||||||
2018
|
9,063 | 1,186 | ||||||
2019-2023
|
53,709 | 6,275 | ||||||
$ | 94,314 | $ | 11,434 |
12.
|
INCOME TAXES:
|
2013
|
2012
|
2011
|
||||||||||
Current:
|
||||||||||||
Federal
|
$ | 15,703 | $ | 14,060 | $ | 15,306 | ||||||
State
|
3,423 | 2,483 | 3,004 | |||||||||
Foreign
|
4,804 | 6,437 | 10,689 | |||||||||
23,930 | 22,980 | 28,999 | ||||||||||
Deferred
|
2,734 | 5,737 | 9,557 | |||||||||
Total
|
$ | 26,664 | $ | 28,717 | $ | 38,556 | ||||||
2013
|
2012
|
2011
|
||||||||||
Federal statutory tax rate
|
35.0 | % | 35.0 | % | 35.0 | % | ||||||
Effect of state income taxes, net of federal deduction
|
2.7 | 2.1 | 2.5 | |||||||||
Foreign taxes less than federal statutory rate
|
(3.1 | ) | (0.6 | ) | (1.3 | ) | ||||||
Other
|
(1.9 | ) | (2.3 | ) | (1.8 | ) | ||||||
Effective tax rate
|
32.7 | % | 34.2 | % | 34.4 | % |
2013
|
2012
|
|||||||
Deferred tax assets:
|
||||||||
Postretirement benefits
|
$ | 7,365 | $ | 11,244 | ||||
Environmental reserve
|
1,903 | 2,217 | ||||||
Pension costs
|
19,415 | 30,145 | ||||||
Deferred compensation
|
66 | 281 | ||||||
Stock options
|
10,690 | 9,653 | ||||||
Other
|
24,261 | 24,370 | ||||||
63,700 | 77,910 | |||||||
Deferred tax liabilities:
|
||||||||
Depreciation
|
(3,693 | ) | (4,220 | ) | ||||
Goodwill
|
(67,012 | ) | (57,767 | ) | ||||
Other
|
(1,630 | ) | (206 | ) | ||||
(72,335 | ) | (62,193 | ) | |||||
Net deferred tax asset
|
$ | (8,635 | ) | $ | 15,717 |
2013
|
2012
|
2011
|
||||||||||
Balance, beginning of year
|
$ | 4,501 | $ | 4,721 | $ | 5,215 | ||||||
Increases for tax positions of prior years
|
- | 742 | - | |||||||||
Decreases for tax positions of prior years
|
(124 | ) | (74 | ) | (96 | ) | ||||||
Increases based on tax positions related to the current year
|
708 | 137 | 202 | |||||||||
Decreases due to settlements with taxing authorities
|
(250 | ) | (602 | ) | (38 | ) | ||||||
Decreases due to lapse of statute of limitation
|
(319 | ) | (423 | ) | (562 | ) | ||||||
Balance, end of year
|
$ | 4,516 | $ | 4,501 | $ | 4,721 |
13.
|
COMMITMENTS AND CONTINGENT LIABILITIES:
|
14.
|
ENVIRONMENTAL MATTERS:
|
14.
|
ENVIRONMENTAL MATTERS (continued)
|
15.
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
2013
|
2012
|
2011
|
||||||||||
Current assets:
|
||||||||||||
Accounts receivable
|
$ | (2,586 | ) | $ | (7,554 | ) | $ | (5,560 | ) | |||
Inventories
|
2,870 | (3,463 | ) | (13,627 | ) | |||||||
Other current assets
|
2,107 | (4,655 | ) | (2,265 | ) | |||||||
2,391 | (15,672 | ) | (21,452 | ) | ||||||||
Current liabilities:
|
||||||||||||
Trade accounts payable
|
(1,205 | ) | 1,024 | 6,983 | ||||||||
Accrued compensation
|
7,143 | (1,476 | ) | (8,250 | ) | |||||||
Accrued income taxes
|
(2,278 | ) | (2,649 | ) | (3,167 | ) | ||||||
Customer prepayments
|
(2,530 | ) | 1,162 | 2,028 | ||||||||
Other current liabilities
|
(9,329 | ) | 1,208 | 765 | ||||||||
(8,199 | ) | (731 | ) | (1,641 | ) | |||||||
Net change
|
$ | (5,808 | ) | $ | (16,403 | ) | $ | (23,093 | ) |
16.
|
SEGMENT INFORMATION:
|
16.
|
SEGMENT INFORMATION (continued)
|
Memorialization
|
Brand Solutions
|
|||||||||||||||||||||||||||||||
Marking and
|
||||||||||||||||||||||||||||||||
Cemetery
|
Funeral Home
|
Graphics
|
Fulfillment
|
Merchandising
|
||||||||||||||||||||||||||||
Products
|
Products
|
Cremation
|
Imaging
|
Systems
|
Solutions
|
Other
|
Consolidated
|
|||||||||||||||||||||||||
Sales to external customers:
|
||||||||||||||||||||||||||||||||
2013
|
$ | 226,586 | $ | 242,803 | $ | 48,522 | $ | 294,571 | $ | 93,505 | $ | 79,370 | $ | - | $ | 985,357 | ||||||||||||||||
2012
|
215,943 | 230,943 | 45,981 | 259,865 | 74,621 | 72,964 | - | 900,317 | ||||||||||||||||||||||||
2011
|
224,773 | 243,291 | 39,278 | 268,975 | 61,938 | 60,566 | - | 898,821 | ||||||||||||||||||||||||
Intersegment sales:
|
||||||||||||||||||||||||||||||||
2013
|
39 | 172 | 951 | 416 | 10 | 527 | - | 2,115 | ||||||||||||||||||||||||
2012
|
262 | 4 | 60 | 2 | 22 | 702 | - | 1,052 | ||||||||||||||||||||||||
2011
|
251 | - | 52 | 177 | 21 | 90 | - | 591 | ||||||||||||||||||||||||
Depreciation and amortization:
|
||||||||||||||||||||||||||||||||
2013
|
4,034 | 6,267 | 351 | 21,968 | 1,675 | 2,324 | 1,246 | 37,865 | ||||||||||||||||||||||||
2012
|
3,255 | 6,416 | 396 | 14,175 | 1,048 | 2,330 | 1,201 | 28,821 | ||||||||||||||||||||||||
2011
|
2,955 | 6,371 | 244 | 13,580 | 530 | 1,949 | 2,032 | 27,661 | ||||||||||||||||||||||||
Operating profit:
|
||||||||||||||||||||||||||||||||
2013
|
32,571 | 37,263 | 3,097 | 9,724 | 8,862 | 4,275 | - | 95,792 | ||||||||||||||||||||||||
2012
|
33,195 | 26,525 | 3,869 | 14,843 | 10,061 | 5,084 | - | 93,577 | ||||||||||||||||||||||||
2011
|
52,474 | 29,039 | 3,479 | 22,427 | 7,819 | 3,278 | - | 118,516 | ||||||||||||||||||||||||
Total assets:
|
||||||||||||||||||||||||||||||||
2013
|
210,242 | 286,576 | 40,072 | 425,823 | 113,420 | 69,012 | 69,782 | 1,214,927 | ||||||||||||||||||||||||
2012
|
211,205 | 299,248 | 41,099 | 356,458 | 75,217 | 66,170 | 78,645 | 1,128,042 | ||||||||||||||||||||||||
2011
|
197,127 | 311,841 | 35,018 | 351,595 | 67,193 | 60,491 | 74,190 | 1,097,455 | ||||||||||||||||||||||||
Capital expenditures:
|
||||||||||||||||||||||||||||||||
2013
|
8,415 | 2,399 | 174 | 9,027 | 2,904 | 737 | 1,268 | 24,924 | ||||||||||||||||||||||||
2012
|
3,811 | 2,540 | 396 | 18,693 | 2,513 | 1,496 | 3,787 | 33,236 | ||||||||||||||||||||||||
2011
|
1,618 | 3,850 | 501 | 10,820 | 295 | 3,165 | 2,191 | 22,440 |
United States
|
Mexico
|
Canada
|
Europe
|
Australia
|
Asia
|
Consolidated
|
||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Sales to external customers:
|
||||||||||||||||||||||||||||
2013
|
$ | 617,371 | $ | - | $ | 12,014 | $ | 328,266 | $ | 13,534 | $ | 14,172 | $ | 985,357 | ||||||||||||||
2012
|
569,435 | - | 11,967 | 290,283 | 13,778 | 14,854 | 900,317 | |||||||||||||||||||||
2011
|
559,362 | - | 13,086 | 298,773 | 13,437 | 14,163 | 898,821 | |||||||||||||||||||||
Long-lived assets:
|
||||||||||||||||||||||||||||
2013
|
421,697 | 3,731 | 483 | 324,731 | 6,338 | 13,404 | 770,384 | |||||||||||||||||||||
2012
|
395,565 | 4,743 | 507 | 260,809 | 7,041 | 10,580 | 679,245 | |||||||||||||||||||||
2011
|
380,059 | 5,726 | 476 | 259,860 | 6,752 | 9,459 | 662,332 |
17.
|
ACQUISITIONS:
|
17.
|
ACQUISITIONS (continued)
|
|
In March 2011, the Company acquired Innovative Picking Technologies, Inc. (“IPTI”), a manufacturer of paperless order fulfillment systems. The transaction is intended to expand the Company’s presence into the fulfillment systems industry.
|
|
In October 2010, the Company acquired Freeman Metal Products, Inc. and its affiliated companies (collectively, “Freeman”), a manufacturer and distributor of caskets. The purchase price for the acquisition was $22,800, plus additional consideration up to $6,000 contingent on operating performance over the next three years. The transaction is intended to provide synergies in the manufacturing and distribution of caskets and expand the Company’s market presence in the Southeast and South Central regions of the United States.
|
|
In October 2010, the Company acquired the remaining 25% interest in Rudolf Reproflex GmbH & Co. KG (“Reproflex”). The Company acquired a 75% interest in Reproflex in 2001.
|
18.
|
GOODWILL AND OTHER INTANGIBLE ASSETS:
|
18.
|
GOODWILL AND OTHER INTANGIBLE ASSETS (continued)
|
Marking and
|
||||||||||||||||||||||||||||
Cemetery
|
Funeral Home
|
Graphics
|
Fulfillment
|
Merchandising
|
||||||||||||||||||||||||
Products
|
Products
|
Cremation
|
Imaging
|
Systems
|
Solutions
|
Consolidated
|
||||||||||||||||||||||
Goodwill
|
$ | 88,142 | $ | 162,819 | $ | 16,735 | $ | 167,828 | $ | 29,593 | $ | 9,138 | $ | 474,255 | ||||||||||||||
Accumulated impairment losses
|
(412 | ) | - | (5,000 | ) | (3,840 | ) | - | - | (9,252 | ) | |||||||||||||||||
Balance at September
30, 2011
|
87,730 | 162,819 | 11,735 | 163,988 | 29,593 | 9,138 | 465,003 | |||||||||||||||||||||
Additions during period
|
10,424 | 57 | 770 | 2,896 | 1,151 | - | 15,298 | |||||||||||||||||||||
Translation and other adjustments
|
(783 | ) | - | 53 | (3,462 | ) | 72 | - | (4,120 | ) | ||||||||||||||||||
Goodwill
|
97,783 | 162,876 | 17,558 | 167,262 | 30,816 | 9,138 | 485,433 | |||||||||||||||||||||
Accumulated impairment losses
|
(412 | ) | - | (5,000 | ) | (3,840 | ) | - | - | (9,252 | ) | |||||||||||||||||
Balance at September
30, 2012
|
97,371 | 162,876 | 12,558 | 163,422 | 30,816 | 9,138 | 476,181 | |||||||||||||||||||||
Additions during period
|
914 | 199 | 269 | 21,361 | 19,677 | - | 42,420 | |||||||||||||||||||||
Translation and other adjustments
|
1,010 | 133 | (4 | ) | 4,658 | 153 | - | 5,950 | ||||||||||||||||||||
Goodwill
|
99,707 | 163,208 | 17,823 | 193,281 | 50,646 | 9,138 | 533,803 | |||||||||||||||||||||
Accumulated impairment losses
|
(412 | ) | - | (5,000 | ) | (3,840 | ) | - | - | (9,252 | ) | |||||||||||||||||
Balance at September
30, 2013
|
$ | 99,295 | $ | 163,208 | $ | 12,823 | $ | 189,441 | $ | 50,646 | $ | 9,138 | $ | 524,551 |
Carrying
|
Accumulated
|
Impairment
|
||||||||||||||
Amount
|
Amortization
|
Loss
|
Net
|
|||||||||||||
September 30, 2013:
|
||||||||||||||||
Trade names
|
$ | 24,496 | $ | - | * | $ | (1,618 | ) | $ | 22,878 | ||||||
Trade names
|
3,034 | (2,142 | ) | - | 892 | |||||||||||
Customer relationships
|
59,061 | (19,099 | ) | - | 39,962 | |||||||||||
Copyrights/patents/other
|
10,116 | (8,746 | ) | - | 1,370 | |||||||||||
$ | 96,707 | $ | (29,987 | ) | $ | (1,618 | ) | $ | 65,102 | |||||||
September 30, 2012:
|
||||||||||||||||
Trade names
|
$ | 24,488 | $ | - | * | - | $ | 24,488 | ||||||||
Trade names
|
2,182 | (1,571 | ) | - | 611 | |||||||||||
Customer relationships
|
47,654 | (15,689 | ) | - | 31,965 | |||||||||||
Copyrights/patents/other
|
9,920 | (7,969 | ) | - | 1,951 | |||||||||||
$ | 84,244 | $ | (25,229 | ) | - | $ | 59,015 | |||||||||
*Not subject to amortization
|
19.
|
ACCOUNTING PRONOUNCEMENTS:
|
Additions
|
||||||||||||||||||||
Balance at
|
Charged to
|
|||||||||||||||||||
beginning of
|
Charged to
|
other
|
Balance at
|
|||||||||||||||||
Description
|
period
|
expense
|
Accounts
(1)
|
Deductions
(2)
|
end of period
|
|||||||||||||||
(Dollar amounts in thousands)
|
||||||||||||||||||||
Allowance for Doubtful Accounts:
|
||||||||||||||||||||
Fiscal Year Ended:
|
||||||||||||||||||||
September 30, 2013
|
$ | 11,177 | $ | 595 | $ | 306 | $ | (2,069 | ) | $ | 10,009 | |||||||||
September 30, 2012
|
10,736 | 1,558 | - | (1,117 | ) | 11,177 | ||||||||||||||
September 30, 2011
|
11,261 | 533 | 580 | (1,638 | ) | 10,736 |
(1)
|
Amount comprised principally of acquisitions and purchase accounting adjustments in connection with acquisitions.
|
(2)
|
Amounts determined not to be collectible (including direct write-offs), net of recoveries.
|
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
|
(a) Evaluation of Disclosure Controls and Procedures.
|
|
ITEM 10. DIRECTORS, OFFICERS and EXECUTIVE MANAGEMENT OF THE REGISTRANT.
|
|
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
|
Equity Compensation Plan Information
|
||||||||||||
Number of securities
|
||||||||||||
remaining available
|
||||||||||||
for future issuance
|
||||||||||||
Number of securities
|
Weighted-average
|
under equity
|
||||||||||
to be issued upon
|
exercise price
|
compensation plans
|
||||||||||
exercise of
|
of outstanding
|
(excluding
|
||||||||||
outstanding options,
|
options, warrants
|
securities reflected
|
||||||||||
Plan category
|
warrants and rights
|
and rights
|
in column (a))
|
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity compensation plans
|
||||||||||||
approved by security holders:
|
||||||||||||
1992 Stock Incentive Plan
|
744,824 | $ | 37.76 | - | (1) | |||||||
2007 Equity Incentive Plan
|
- | - | - | (2) | ||||||||
2012 Equity Incentive Plan
|
- | - | 2,500,000 | (3) | ||||||||
Employee Stock Purchase Plan
|
- | - | 1,609,270 | (4) | ||||||||
Director Fee Plan
|
28,805 | 35.39 | 77,913 | (5) | ||||||||
Equity compensation plans not approved by security holders
|
None
|
None
|
None
|
|||||||||
Total
|
773,629 | $ | 37.72 | 4,187,183 |
|
(1)
|
As a result of the approval of the 2007 Equity Incentive Plan, no further grants or awards will be made under the 1992 Incentive Stock Plan.
|
|
(2)
|
As a result of the approval of the 2012 Equity Incentive Plan, no further grants or awards will be made under the 2007 Incentive Stock Plan.
|
|
(3)
|
The 2012 Equity Incentive Plan was approved in February 2013. The Plan provides for the grant or award of stock options, restricted shares, stock-based performance units and certain other types of stock based awards, with a maximum of 2,500,000 shares available for grants or awards.
|
|
(4)
|
Shares under the Employee Stock Purchase Plan (the “Plan”) are purchased in the open market by employees at the fair market value of the Company’s stock. The Company provides a matching contribution of 10% of such purchases subject to certain limitations under the Plan. As the Plan is an open market purchase plan, it does not have a dilutive effect.
|
|
(5)
|
Shares of restricted stock may be issued under the Director Fee Plan. The maximum number of shares authorized to be issued under the Director Fee Plan is 300,000 shares.
|
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
|
|
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
|
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
|
Pages
|
|
Management’s Report to Shareholders
|
33
|
Report of Independent Registered Public Accounting Firm
|
34-35
|
Consolidated Balance Sheets as of September 30, 2013 and 2012
|
36-37
|
Consolidated Statements of Income for the years ended September 30, 2013, 2012 and 2011
|
38
|
Consolidated Statements of Comprehensive Income for the years ended September 30, 2013, 2012
and 2011
|
39
|
Consolidated Statements of Shareholders' Equity for the years ended September 30, 2013, 2012 and 2011
|
40
|
Consolidated Statements of Cash Flows for the years ended September 30, 2013, 2012 and 2011
|
41
|
Notes to Consolidated Financial Statements
|
42-66
|
Supplementary Financial Information (unaudited)
|
67
|
2.
|
Financial Statement Schedules:
|
3.
|
Exhibits Filed:
|
(b)
|
Reports on Form 8-K:
|
MATTHEWS INTERNATIONAL CORPORATION
|
||
(Registrant)
|
||
By
|
/s/ Joseph C. Bartolacci
|
|
Joseph C. Bartolacci
|
||
President and Chief Executive Officer
|
||
/s/ Joseph C. Bartolacci
|
/s/ Steven F. Nicola
|
|
Joseph C. Bartolacci
|
Steven F. Nicola
|
|
President and Chief Executive Officer
|
Chief Financial Officer, Secretary
|
|
(Principal Executive Officer)
|
and Treasurer (Principal Financial
|
|
and Accounting Officer)
|
||
/s/ John D. Turner
|
/s/ Morgan K. O’Brien
|
|
John D. Turner, Chairman of the Board
|
Morgan K. O’Brien, Director
|
|
/s/ Gregory S. Babe
|
/s/ John P. O'Leary, Jr.
|
|
Gregory S. Babe, Director
|
John P. O'Leary, Jr., Director
|
|
/s/ Katherine E. Dietze
|
/s/ Jerry R. Whitaker
|
|
Katherine E. Dietze, Director
|
Jerry R. Whitaker, Director
|
|
/s/ Alvaro Garcia-Tunon
|
||
Alvaro Garcia-Tunon, Director
|
||
Exhibit No.
|
Description
|
Prior Filing or Sequential Page Numbers Herein
|
||
3.1
|
Restated Articles of Incorporation*
|
Exhibit Number 3.1 to Form 10-K
for the year ended September 30, 1994
|
||
3.2
|
Restated By-laws*
|
Exhibit Number 99.1 to Form 8-K
dated October 18, 2007
|
||
4.1 a
|
Form of Revised Option Agreement of Repurchase (effective October 1, 1993)*
|
Exhibit Number 4.5 to Form 10-K
for the year ended September 30, 1993
|
||
4.2
|
Form of Share Certificate for Class A Common Stock*
|
Exhibit Number 4.9 to Form 10-K
for the year ended September 30, 1994
|
||
10.1
|
First Amended and Restated Loan Agreement*
|
Exhibit Number 10.1 to Form 8-K
dated July 18, 2013
|
||
10.2 a
|
Supplemental Retirement Plan (as amended through April 23, 2009)*
|
Exhibit Number 10.5a to Form 10-K
for the year ended September 30, 2010
|
||
10.3 a
|
Officers Retirement Restoration Plan (effective April 23, 2009)*
|
Exhibit Number 10.6 to Form 10-K
for the year ended September 30, 2009
|
||
10.4 a
|
1992 Stock Incentive Plan (as amended through April 25, 2006)*
|
Exhibit Number 10.1 to Form 10-Q
for the quarter ended March 31, 2006
|
||
10.5 a
|
Form of Stock Option Agreement*
|
Exhibit Number 10.7 to Form 10-K
for the year ended September 30, 2008
|
||
10.6 a
|
Form of Restricted Stock Agreement*
|
Exhibit Number 10.8 to Form 10-K
for the year ended September 30, 2008
|
||
10.7 a
|
1994 Director Fee Plan (as amended through
April 22, 2010)
|
Filed Herewith
|
||
10.8 a
|
1994 Employee Stock Purchase Plan*
|
Exhibit Number 10.2 to Form 10-Q
for the quarter ended March 31, 1995
|
||
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
|
INDEX, Continued
|
Exhibit No.
|
Description
|
Prior Filing or Sequential Page Numbers Herein
|
||
10.9 a
|
2007 Equity Incentive Plan (as amended through September 26, 2008)*
|
Exhibit Number 10.11 to Form 10-K
for the year ended September 30, 2008
|
||
10.10 a
|
2010 Incentive Compensation Plan*
|
Exhibit A to 2011 Proxy Statement
|
||
10.11 a
|
2012 Equity Incentive Plan*
|
Exhibit A to 2013 Proxy Statement
|
||
14.1
|
Form of Code of Ethics Applicable to Executive Management *
|
Exhibit Number 14.1 to Form 10-K
for the year ended September 30, 2004
|
||
21
|
Subsidiaries of the Registrant
|
Filed Herewith
|
||
23
|
Consent of Independent Registered Public Accounting Firm
|
Filed Herewith
|
||
31.1
|
Certification of Principal Executive Officer for Joseph C. Bartolacci
|
Filed Herewith
|
||
31.2
|
Certification of Principal Financial Officer for Steven F. Nicola
|
Filed Herewith
|
||
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Joseph C. Bartolacci
|
Filed Herewith
|
||
32.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Steven F. Nicola
|
Filed Herewith
|
||
|
(1)
|
to provide for each Director of Matthews International Corporation (the "Corporation") who is not also an employee of the Corporation or any of its Subsidiaries ("Director") the payment of retainer fees and, in the case of a Director who is Chairperson (the “NE Chairperson”), an additional retainer fee for future services to be performed by such Director ("Director Fees") as a member of the Board of Directors of the Corporation (the "Board") in cash or in shares of Class A Common Stock, par value $1.00 per share, of the Corporation ("Common Stock") and, in the case of payment to the Directors of the Director Fees in shares of Common Stock, to increase the identification of interests between such Directors and the shareholders of the Corporation;
|
|
(2)
|
to provide current payment in cash (or if a Director shall elect to defer receipt, future payment in shares of Common Stock) to each Director (except the NE Chairperson shall only be entitled to the fees, if any, in (a) and (e) and only for such meetings after February 20, 2008) for:
|
(a)
|
fees, if any, paid for attendance at meetings of the Board ("Board Meeting Fees");
|
(b)
|
fees, if any, paid to Directors for attendance at meetings of Committees of the Board ("Committee Meeting Fees");
|
(c)
|
annual retainer fees paid to the Chairperson of a Committee ("Committee Chairperson Retainer Fees");
|
(d)
|
annual retainer fees paid to any Lead Director of the Board of Directors (“Lead Director Fees”); and
|
(e)
|
fees, if any, paid to a Director for attendance at the annual shareholders' meeting of the Corporation ("Shareholders' Meeting Fees") (subsections (a)-(e) are collectively referred to herein as "Meeting Fees"); and
|
|
(3)
|
to increase the identification of interests between the Directors and the shareholders of the Corporation by permitting the Nominating and Corporate Governance Committee of the Board (the “Committee”) or a Stock Compensation Subcommittee of the Committee (the “Subcommittee”) to award restricted stock, nonstatutory stock options and/or stock appreciation rights to each Director on the fifteenth (15
th
) business day after the annual shareholders’ meeting of the Corporation.
|
|
(i)
|
the payment to the Director of cash of sixty thousand dollars ($60,000) (lesser amounts, as previously set forth in the Plan prior to amendment of the Plan on November 13, 2008, for Payment Dates before February 19, 2009) and, in the case of the NE Chairperson, an additional seventy thousand dollars ($70,000) (forty-five thousand dollars ($45,000) for Payment Dates before January 1, 2008) (or such other amount determined by the Board or by any committee of the Board which the Board authorizes to determine such amount) (the “Retainer Fee Amount”); or
|
|
(ii)
|
the issuance to the Director of a number of whole shares of Common Stock equal to the Retainer Fee Amount divided by the Fair Market Value of one share of the Common Stock, as defined in Section 15 hereof, on such Payment Date (rounded upward to the next whole share).
|
Board Meeting Fees:
|
None
|
Committee Meeting Fees:
|
None
|
Committee Chairperson Retainer Fees:
|
$7,500 (or $12,000 in the case of the Audit Committee Chairperson) for a year of service as a Committee Chairperson
|
Lead Director Fees, if a Lead Director is elected (effective after 2006 Annual meeting):
|
$5,000 for a year of service as the Lead Director.
|
Shareholders' Meeting Fees:
|
None
|
|
(i)
|
Dividends/Distributions Prior to September 26, 2008
. With respect to shares of the Common Stock credited to a Deferred Stock Compensation Account, the effect, if any, of dividends or distributions paid prior to September 26, 2008 on the Common Stock in cash or property other than Common Stock shall be governed by the provisions of this Section 5(a) as in effect prior to September 26, 2008.
|
|
(ii)
|
Dividends/Distributions on or after September 26, 2008
. If on or after September 26, 2008 a dividend or distribution is paid on the Common Stock in cash or property other than Common Stock, on the date of payment of the dividend or distribution to holders of the Common Stock the Corporation shall pay to a Director a) an amount (in cash or property other than Common Stock, as the case may be) equal to the dividend or distribution which would have been paid on the number of shares, if any, of the Common Stock (including fractional shares) credited to such Director’s Deferred Stock Compensation Account as of the date fixed for determining the shareholders entitled to receive such distribution, as if such shares of the Common Stock had been issued and outstanding on such date less b) any taxes required to be withheld on such amount, including but not limited to any taxes required to be withheld due to the characterization of such amount as wages or compensation.
|
|
(ii)
|
Elections For Years After 2008
. For Stock Deferral Elections and Meeting Fee Deferral Elections effective for Director Fees and Meeting Fees otherwise payable in years after 2008, a Director may elect at the time of filing the Notice of Election for a Stock Deferral Election or a Meeting Fee Deferral Election to receive payment of the shares of Common Stock credited to the Director’s Deferred Stock Compensation Account, in whole or in part, as follows (except as otherwise provided in Sections 6(b) and 6(c) hereof, if applicable):
|
|
A.
|
In a lump sum on the Separation From Service Payment Commencement Date;
|
|
B.
|
In two to five annual installments commencing on the Separation From Service Payment Commencement Date and continuing on the same date (or if such date is not a business day, on the immediately preceding business day) in the calendar year(s) thereafter;
|
|
C.
|
In a lump sum on April 1 (or if April 1 is not a business day, on the immediately preceding business day) of the calendar year specified by the Director at the time of filing of such Notice of Election (the “Designated Payment Commencement Date”);
|
|
D.
|
In two to five annual installments commencing on the Designated Payment Commencement Date and continuing on the same date (or if such date is not a business day, on the immediately preceding business day) in the calendar year(s) thereafter; or
|
E.
|
If earlier than the date on which payment would be received under A-D of this Section 5(b)(ii), in a lump sum or in two to five annual installments, with payment commencing on the sixtieth (60
th
) day (or if such date is not a business day, on the immediately preceding business day) following the death of the Director or following the date on which the Director becomes disabled (within the meaning of Section 409A of the Code) and continuing on the same date (or if such date is not a business day, on the immediately preceding business day) in the calendar year(s) thereafter.
|
(iii)
|
Special 2008 Election
. Any Director who has a balance in the Director’s Deferred Stock Compensation Account as of September 26, 2008 may elect, by filing a 2008 Payment Change Election with the Secretary of the Corporation in a form prescribed by the Corporation on or before December 31, 2008, to change the timing of payments to be made from such Deferred Stock Compensation Account to the Director, in whole or in part, as follows:
|
A.
|
In accordance with any of the payment options described in Section 5(b)(ii) hereof; or
|
B.
|
In a lump sum on a date in 2009 specified by the Director in the 2008 Payment Change Election.
|
|
(iv)
|
Installment Payments
. In any case where payments are made in installments, the number of shares of Common Stock distributed in each installment shall be determined by multiplying (I) the number of shares of Common Stock in the Deferred Stock Compensation Account on the date of payment of such installment, by (II) a fraction, the numerator of which is one and the denominator of which is the number of remaining unpaid installments, and by rounding such result down to the nearest whole number of shares. The balance of the number of shares of Common Stock in the Deferred Stock Compensation Account shall be appropriately reduced in accordance with Section 5(a) hereof to reflect the installment payments made hereunder. Shares of Common Stock remaining in a Deferred Stock Compensation Account pending distribution pursuant to this Section 5(b) shall be subject to adjustment pursuant to Section 12 hereof.
|
(v)
|
General
. If a lump sum payment or the final installment payment hereunder would result in the issuance of a fractional share of Common Stock, such fractional share shall not be issued and cash in lieu of such fractional share shall be paid to the Director based on the Fair Market Value of a share of Common Stock, as defined in Section 15 hereof, on the date immediately preceding the date of such payment. The Corporation, at its discretion, shall either issue share certificates to the Director, or the Director's Beneficiary, for the shares of Common Stock distributed hereunder or cause such shares to be registered in the name of the Director, or the Director’s Beneficiary, on any book-entry registration maintained by the Corporation or its transfer agent. As of the date on which the Director is entitled to receive payment of shares of Common Stock pursuant to this Section 5(b) hereof, a Director or the Director's Beneficiary shall be a shareholder of the Corporation with respect to such shares.
|
(i)
|
Such election must be made at least twelve (12) months prior to the date on which payments otherwise would have commenced pursuant to the election under Section 5(b) hereof; and
|
(ii)
|
The payment commencement date specified in such election under this Section 6(b) must be not less than five (5) years from the date on which payments otherwise would have commenced pursuant to the election under Section 5(b) hereof.
|
|
(i)
|
The percentage specified in Treasury Regulation §1.409A-3(i)(5)(v) (addressing the percentage change in the ownership of the total fair market value or voting power of the Corporation’s stock) shall be 50 percent and not a higher percentage;
|
|
(ii)
|
The percentage specified in Treasury Regulation §1.409-3(i)(5)(vi)(A)(1) (addressing the percentage change in the ownership of the voting power of the Corporation’s stock) shall be 30 percent and not a higher percentage;
|
|
(iii)
|
For purposes of Treasury Regulation §1.409A-3(i)(5)(vi)(A)(2) (addressing a change in the effective control of the Corporation by virtue of a change in the composition of the Board), the words “a majority of the members of the corporation’s board of directors” shall not be replaced by a higher portion; and
|
|
(iv)
|
The percentage specified in Treasury Regulation §1.409A-3(i)(5)(vii)(A) (addressing the percentage change in the ownership of the Corporation’s assets) shall be 40 percent and not a higher percentage.
|
|
(a)
|
such arrangement will not cause the Plan to be considered a funded deferred compensation plan under the Code;
|
|
(b)
|
any trust created by the Corporation, and any assets held by such trust to assist the Corporation in meeting its obligations under the Plan, will conform to the terms of the model trust, as described in Rev. Proc. 92-64, 1992-2 C.B. 422 or any successor; and
|
|
(c)
|
such set aside of funds is not described in Section 409A(b) of the Code, or any successor provision.
|
(A)
|
The purchase price at which each stock option may be exercised (the “option price”) and the base price at which each stock appreciation right may be granted (the “Base Price”) shall be such price as the Committee, in its discretion, shall determine but shall not be less than one hundred percent (100%) of the Fair Market Value per share of the Common Stock covered by the stock option or stock appreciation right on the date of grant. For purposes of this Section 10, the Fair Market Value of the Common Stock shall be determined as provided in Section 15 hereof.
|
(B)
|
The option price for each stock option shall be paid in full upon exercise and shall be payable in cash in United States dollars (including check, bank draft or money order), which may include cash forwarded through a broker or other agent-sponsored exercise or financing program; provided, however, that in lieu of such cash the person exercising the stock option may if authorized by the Committee pay the option price in whole or in part by delivering to the Corporation shares of the Common Stock having a Fair Market Value on the date of exercise of the stock option, determined as provided in Section 15 hereof, equal to the option price for the shares being purchased; except that (i) any portion of the option price representing a fraction of a share shall in any event be paid in cash and (ii) no shares of the Common Stock which have been held for less than one year may be delivered in payment of the option price of a stock option. If the person exercising a stock option participates in a broker or other agent-sponsored exercise or financing program, the Corporation will cooperate with all reasonable procedures of the broker or other agent to permit participation by the person exercising the stock option in the exercise or financing program. Notwithstanding any procedure of the broker or other agent-sponsored exercise or financing program, if the option price is paid in cash, the exercise of the stock option shall not be deemed to occur and no shares of the Common Stock will be issued until the Corporation has received full payment in cash (including check, bank draft or money order) for the option price from the broker or other agent. The date of exercise of a stock option shall be determined under procedures established by the Committee, and as of the date of exercise the person exercising the stock option shall be considered for all purposes to be the owner of the shares with respect to which the stock option has been exercised.
|
(C)
|
Upon the exercise of stock appreciation rights the Corporation shall pay to the person exercising the stock appreciation rights a number of shares of the Common Stock with a Fair Market Value, as defined in Section 15 hereof, equal to the difference between the aggregate Fair Market Value, as defined in Section 15 hereof
,
of the Common Stock on the date of exercise of the stock appreciation rights and the aggregate Base Prices for the stock appreciation rights which are exercised (the “Spread”) (rounded down to the next whole number of shares). No fractional shares of the Common Stock shall be issued nor shall cash in lieu of a fraction of a share of Common Stock be paid. Notwithstanding the foregoing, at the discretion of the Committee, the Corporation may pay to the person exercising the stock appreciation rights an amount of cash, rather than shares of the Common Stock, equal to the Spread if and only if the payment of cash upon exercise of the stock appreciation rights would not cause the stock appreciation rights to provide for a deferral of compensation within the meaning of Section 409A of the Code. The date of exercise of a stock appreciation right shall be determined under procedures established by the Committee.
|
(D)
|
Unless the Committee, in its discretion, shall otherwise determine and subject to the terms of Sections 10(F) and 10(G) hereof, stock options and stock appreciation rights shall be exercisable by a Director commencing on the second anniversary of the date of grant. Subject to the terms of Sections 10(F) and 10(G) hereof providing for earlier termination of a stock option or stock appreciation right, no stock option or stock appreciation right shall be exercisable after the expiration of ten years from the date of grant. Unless the Committee, in its discretion, shall otherwise determine, a stock option or stock appreciation right to the extent exercisable at any time may be exercised in whole or in part.
|
(E)
|
Unless the Committee, in its discretion, shall otherwise determine:
|
|
(i)
|
no stock option or stock appreciation right shall be transferable or assignable by the grantee otherwise than:
|
(a)
|
by Will; or
|
|
(b)
|
if the grantee dies intestate, by the laws of descent and distribution of the state of domicile of the grantee at the time of death; or
|
|
(c)
|
to the trustee of a trust that is revocable by the grantee alone, both at the time of the transfer or assignment and at all times thereafter prior to such grantee’s death; and
|
|
(ii)
|
all stock options and stock appreciation rights shall be exercisable during the lifetime of the grantee only by the grantee or by the trustee of a trust described in Section 10(E)(i)(c) hereof.
|
(F)
|
Unless the Committee, in its discretion, shall otherwise determine, if a grantee ceases to be a Director of the Corporation, any outstanding stock options and stock appreciation rights held by the grantee shall vest and be exercisable and shall terminate, according to the following provisions:
|
|
(i)
|
Notwithstanding Section 10(D) hereof, if a grantee ceases to be a Director of the Corporation for any reason other than those set forth in Section 10(F)(ii) or (iii) hereof, any then outstanding stock option and stock appreciation right held by such grantee (whether or not vested and exercisable by the grantee immediately prior to such time) shall vest and be exercisable by the grantee (or, in the event of the grantee’s death, by the person entitled to do so under the Will of the grantee, or, if the grantee shall fail to make testamentary disposition of the stock option or stock appreciation right or shall die intestate, by the legal representative of the grantee (the “Grantee’s Heir or Representative”)), at any time prior to the second anniversary of the date on which the grantee ceases to be a Director of the Corporation or the expiration date of the stock option or stock appreciation right, whichever is the shorter period;
|
|
(ii)
|
Unless the exercise period of a stock option or stock appreciation right following termination of service as Director has been extended as provided in Section 13(c) hereof, if during his or her term of office as a non-employee Director a grantee is removed from office for cause or resigns without the consent of the Board, any then outstanding stock option and stock appreciation right held by such grantee shall terminate as of the close of business on the last day on which the grantee is a Director of the Corporation; and
|
|
(iii)
|
Notwithstanding Section 10(D) hereof, following the death of a grantee during service as a Director of the Corporation, or upon the disability of a Director which requires his or her termination as a Director of the Corporation, any outstanding stock option and stock appreciation right held by the grantee at the time of death or termination as a Director due to disability (whether or not vested and exercisable by the grantee immediately prior to such time) shall vest and be exercisable, in the case of death of the grantee, by the Grantee’s Heir or Representative, or, in the case of disability of the grantee, by the grantee at any time prior to the second anniversary of the date on which the grantee ceases to be a Director of the Corporation or the expiration date of the stock option or stock appreciation right, whichever is the shorter period.
|
(G)
|
If a grantee of a stock option or stock appreciation right engages in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise and whether during or after service as a Director of the Corporation) which is in competition with the Corporation or any of its Subsidiaries, or solicits any of the Corporation’s customers or employees other than for the benefit of the Corporation, the Committee may immediately terminate all outstanding stock options and stock appreciation rights held by the grantee; provided, however, that this sentence shall not apply if the exercise period of a stock option or stock appreciation right following termination of service as a Director of the Corporation has been extended as provided in Section 13(c) hereof. Whether a grantee has engaged in the operation or management of a business which is in competition with the Corporation or any of its Subsidiaries, or solicits any of the Corporation’s customers or employees other than for the benefit of the Corporation, shall be determined, in its discretion, by the Committee, and any such determination by the Committee shall be final and binding.
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(H)
|
All stock options and stock appreciation rights shall be confirmed by a written agreement or an amendment thereto in a form prescribed by the Committee, in its discretion. Each agreement or amendment thereto shall be executed on behalf of the Corporation by the Chief Executive Officer (if other than the President), the President or any Vice President and by the grantee. The provisions of such agreements need not be identical
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(I)
|
In the event of a Section 13 Event (as defined in Section 13 hereof) in which the Corporation’s stockholders receive consideration in exchange for their shares of Common Stock, the Committee shall have the authority to require any outstanding stock option and stock appreciation right to be surrendered for cancellation by the holder thereof in exchange for a cash payment equal to the difference between the Fair Market Value, as defined in Section 15 hereof, of the shares of Common Stock subject to the stock option or stock appreciation rights on the date of the Section 13 Event and their option prices and Base Prices, respectively, provided, however, that this Section 10(I) shall not apply to the extent its application would cause the stock options or stock appreciation rights to provide for a deferral of compensation within the meaning of Section 409A of the Code.
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(1)
|
The term “Person” shall be used as that term is used in Sections 13(d) and 14(d) of the 1934 Act.
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(2)
|
“Beneficial Ownership” shall be determined as provided in Rule 13d-3 under the 1934 Act as in effect on the effective date of the Plan.
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(3)
|
“Voting Shares” shall mean all securities of a company entitling the holders thereof to vote in an annual election of directors (without consideration of the rights of any class of stock other than the Common Stock to elect directors by a separate class vote); and a specified percentage of “Voting Power” of a company shall mean such number of the Voting Shares as shall enable the holders thereof to cast such percentage of all the votes which could be cast in an annual election of directors (without consideration of the rights of any class of stock other than the Common Stock to elect Directors by a separate class vote).
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(4)
|
“Tender Offer” shall mean a tender offer or exchange offer to acquire securities of the Corporation (other than such an offer made by the Corporation or any Subsidiary), whether or not such offer is approved or opposed by the Board.
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(5)
|
“Section 13 Event” shall mean the date upon which any of the following events occurs:
|
(i)
|
The Corporation acquires actual knowledge that any Person other than the Corporation, a Subsidiary or any employee benefit plan(s) sponsored by the Corporation has acquired the Beneficial Ownership, directly or indirectly, of securities of the Corporation entitling such Person to 20% or more of the Voting Power of the Corporation;
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(ii)
|
(a) A Tender Offer is made to acquire securities of the Corporation entitling the holders thereof to 20% or more of the Voting Power of the Corporation; or (b) Voting Shares are first purchased pursuant to any other Tender Offer;
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(iii)
|
At any time less than 60% of the members of the Board shall be individuals who were either (a) directors on the effective date of the Plan or (b) individuals whose election, or nomination for election, was approved by a vote (including a vote approving a merger or other agreement providing the membership of such individuals on the Board) of at least two-thirds of the directors then still in office who were directors on the effective date of the Plan or who were so approved;
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(iv)
|
The shareholders of the Corporation shall approve an agreement or plan providing for the Corporation to be merged, consolidated or otherwise combined with, or for all or substantially all its assets or stock to be acquired by, another corporation, as a consequence of which the former shareholders of the Corporation will own, immediately after such merger, consolidation, combination or acquisition, less than a majority of the Voting Power of such surviving or acquiring corporation or the parent thereof; or
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(v)
|
The shareholders of the Corporation shall approve any liquidation of all or substantially all of the assets of the Corporation or any distribution to security holders of assets of the Corporation having a value equal to 10% or more of the total value of all the assets of the Corporation;
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|
(a)
|
if the Common Stock is listed on the New York Stock Exchange, the highest and lowest sales prices per share of the Common Stock as quoted in the NYSE-Composite Transactions listing for such date;
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|
(b)
|
if the Common Stock is not listed on such exchange, the highest and lowest sales prices per share of Common Stock for such date on (or on any composite index including) the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended (the "1934 Act") on which the Common Stock is listed; or
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|
(c)
|
if the Common Stock is not listed on any such exchange, the highest and lowest sales prices per share of the Common Stock for such date on the National Association of Securities Dealers Automated Quotations System or any successor system then in use ("NASDAQ").
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(i)
|
the effectiveness of a registration statement under the Securities Act of 1933, as amended, with respect to such shares, if deemed necessary or appropriate by counsel for the Corporation;
|
(ii)
|
the condition that the shares shall have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange, if any, on which the Common Stock shares may then be listed; and
|
(iii)
|
all other applicable laws, regulations, rules and orders which may then be in effect.
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|
(i)
|
be made without shareholder approval if shareholder approval of the amendment is at the time required by the rules of the NASDAQ National Market System or any stock exchange on which the Common Stock may then be listed; or
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|
(ii)
|
otherwise amend the Plan in any manner that would cause the shares of Common Stock issued or credited under the Plan not to qualify for the exemption from Section 16(b) of the 1934 Act provided by Rule 16b-3.
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|
(i)
|
no shares of Common Stock shall be issued or credited on a Payment Date or an Interim Payment Date under the Plan after November 15, 2014;
|
|
(ii)
|
no shares of Common Stock shall be credited with respect to Meeting Fees payable under the Plan after November 15, 2014;
|
|
(iii)
|
no stock option or stock appreciation right shall be granted under the Plan after November 15, 2014; and
|
|
(iv)
|
no restricted shares shall be awarded under the Plan after November 15, 2014.
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Name
|
Percentage Ownership
|
Holjeron Corporation
|
100.0
|
IDL Worldwide, Inc.
|
100.0
|
Innovative Picking Technologies, Inc.
|
100.0
|
Matthews Development LLC
|
100.0
|
Kenuohua Matthews Electronic (Beijing) Company, Ltd.
|
60.0
|
Matthews Canada Ltd.
|
100.0
|
Matthews Holding Company (U.K.) Ltd.
|
100.0
|
The InTouch Group plc
|
100.0
|
Furnace Construction Cremators Limited
|
100.0
|
TodaySure Matthews Limited
|
80.0
|
Matthews Industries
|
100.0
|
Matthews Bronze Pty. Ltd.
|
100.0
|
C. Morello, Pty. Ltd.
|
100.0
|
Matthews International Holding (Europe) B.V.
|
100.0
|
Matthews International Netherlands B.V.
|
100.0
|
Kroma Baski Oncesi Hazirlik Sistemier Sanaji ve Tricarct Amonin Sirketi
|
100.0
|
Matthews International Brasil Servicos de Marketing e Branding Ltda
|
100.0
|
Matthews Europe GmbH & Co. KG
|
100.0
|
5flow GmbH
|
100.0
|
S+T Reprotechnick GmbH
|
100.0
|
Reproservice Eurodigital GmbH
|
100.0
|
Repro Busek Druckvorstufentechnick GmbH & Co. KG
|
100.0
|
Rasterpunkt-Druckvorstufefurverpakungen GmbH
|
100.0
|
Rudolf Reproflex
|
100.0
|
IDL Deutschland GmbH
|
100.0
|
Klischeewerkstatt Scholler GmbH
|
100.0
|
Tact Group Limited
|
100.0
|
Reproflex Vietnam Limited Company
|
60.0
|
TWL Nyomdaipari es Kereskedeimi Koriatolt Felelossegu Tarsasag
|
100.0
|
Matthews International Holding Co. GmbH
|
100.0
|
Saueressig GmbH & Co. KG
|
100.0
|
APEX Cylinders Ltd.
|
61.0
|
Saueressig ooo
|
100.0
|
Saueressig Design Studio GmbH
|
70.0
|
Saueressig Flexo GmbH
|
100.0
|
Saueressig Polska Sp. z.o.o.
|
100.0
|
Wetzel Holding AG
|
100.0
|
Wetzel Service AG
|
100.0
|
Wetzel GmbH
|
100.0
|
Wetzel Sp. z.o.o.
|
100.0
|
Matthews Brand Solutions, S. de R.L. de CV
|
100.0
|
Matthews International S.p.A.
|
100.0
|
Caggiati Espana S.A.
|
100.0
|
Caggiati France SARL
|
100.0
|
Gem Matthews International s.r.l.
|
80.0
|
Rottenecker-Caggiati GmbH
|
82.0
|
Matthews Packaging Graphics Asia Pte. Ltd.
|
100.0
|
Matthews Resources, Inc.
|
100.0
|
Matthews Swedot AB
|
100.0
|
Matthews Kodiersysteme GmbH
|
100.0
|
The York Group, Inc.
|
100.0
|
Milso Industries Corporation
|
100.0
|
York Casket Development Company, Inc.
|
100.0
|
Matthews Granite Company
|
100.0
|
Venetian Investment Corporation
|
100.0
|