☒
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
☐
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
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)
|
|
|
(412) 442-8200
|
|
(Registrant's telephone number, including area code)
|
|
|
|
|
Yes ☒
|
|
No ☐
|
|
|
Yes ☒
|
|
No ☐
|
|
Large accelerated filer
|
☒
|
|
Smaller reporting company
|
☐
|
Accelerated filer
|
☐
|
|
Emerging growth company
|
☐
|
Non-accelerated filer
|
☐
|
(Do not check if a smaller reporting company)
|
|
Yes ☐
|
|
No ☒
|
|
|
March 31, 2017
|
|
September 30, 2016
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
|
$
|
43,603
|
|
|
|
|
$
|
55,711
|
|
||||
Accounts receivable, net
|
|
|
302,558
|
|
|
|
|
294,915
|
|
||||||
Inventories
|
|
|
174,796
|
|
|
|
|
162,472
|
|
||||||
Other current assets
|
|
|
63,118
|
|
|
|
|
61,086
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Total current assets
|
|
|
584,075
|
|
|
|
|
574,184
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Investments
|
|
|
34,180
|
|
|
|
|
31,365
|
|
||||||
Property, plant and equipment: Cost
|
$
|
542,445
|
|
|
|
|
|
$
|
525,105
|
|
|
|
|
||
Less accumulated depreciation
|
(318,824
|
)
|
|
|
|
|
(305,613
|
)
|
|
|
|
||||
|
|
|
|
223,621
|
|
|
|
|
|
219,492
|
|
||||
Deferred income taxes
|
|
|
|
1,195
|
|
|
|
|
|
775
|
|
||||
Other assets
|
|
|
|
32,647
|
|
|
|
|
|
19,895
|
|
||||
Goodwill
|
|
|
|
867,883
|
|
|
|
|
|
851,489
|
|
||||
Other intangible assets, net
|
|
|
|
430,258
|
|
|
|
|
|
393,841
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total assets
|
|
|
|
$
|
2,173,859
|
|
|
|
|
|
$
|
2,091,041
|
|
||
|
|
|
|
|
|
|
|
||||||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, current maturities
|
|
|
|
$
|
29,653
|
|
|
|
|
|
$
|
27,747
|
|
||
Trade accounts payable
|
|
|
|
62,502
|
|
|
|
|
|
58,118
|
|
||||
Accrued compensation
|
|
|
|
54,047
|
|
|
|
|
|
63,737
|
|
||||
Accrued income taxes
|
|
|
|
23,531
|
|
|
|
|
|
15,527
|
|
||||
Other current liabilities
|
|
|
|
108,903
|
|
|
|
|
|
94,219
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total current liabilities
|
|
|
|
278,636
|
|
|
|
|
|
259,348
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Long-term debt
|
|
|
|
917,698
|
|
|
|
|
|
844,807
|
|
||||
Accrued pension
|
|
|
|
113,317
|
|
|
|
|
|
110,941
|
|
||||
Postretirement benefits
|
|
|
|
22,548
|
|
|
|
|
|
22,143
|
|
||||
Deferred income taxes
|
|
|
|
106,320
|
|
|
|
|
|
107,038
|
|
||||
Other liabilities
|
|
|
|
31,017
|
|
|
|
|
|
37,430
|
|
||||
Total liabilities
|
|
|
|
1,469,536
|
|
|
|
|
|
1,381,707
|
|
||||
|
|
|
|
|
|
|
|
||||||||
SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shareholders' equity-Matthews:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock
|
$
|
36,334
|
|
|
|
|
|
$
|
36,334
|
|
|
|
|
||
Additional paid-in capital
|
118,024
|
|
|
|
|
|
117,088
|
|
|
|
|
||||
Retained earnings
|
909,423
|
|
|
|
|
|
896,224
|
|
|
|
|
||||
Accumulated other comprehensive loss
|
(199,838
|
)
|
|
|
|
|
(181,868
|
)
|
|
|
|
||||
Treasury stock, at cost
|
(160,191
|
)
|
|
|
|
|
(159,113
|
)
|
|
|
|
||||
Total shareholders' equity-Matthews
|
|
|
|
703,752
|
|
|
|
|
|
708,665
|
|
||||
Noncontrolling interests
|
|
|
|
571
|
|
|
|
|
|
669
|
|
||||
Total shareholders' equity
|
|
|
|
704,323
|
|
|
|
|
|
709,334
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total liabilities and shareholders' equity
|
|
|
|
$
|
2,173,859
|
|
|
|
|
|
$
|
2,091,041
|
|
|
Three Months Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
380,916
|
|
|
$
|
367,176
|
|
|
$
|
729,914
|
|
|
$
|
721,408
|
|
Cost of sales
|
(242,494
|
)
|
|
(229,416
|
)
|
|
(464,225
|
)
|
|
(457,081
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
138,422
|
|
|
137,760
|
|
|
265,689
|
|
|
264,327
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling and administrative expenses
|
(111,594
|
)
|
|
(111,325
|
)
|
|
(219,798
|
)
|
|
(225,854
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
26,828
|
|
|
26,435
|
|
|
45,891
|
|
|
38,473
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Investment income
|
780
|
|
|
235
|
|
|
1,117
|
|
|
936
|
|
||||
Interest expense
|
(6,614
|
)
|
|
(6,049
|
)
|
|
(12,762
|
)
|
|
(11,889
|
)
|
||||
Other income (deductions), net
|
(153
|
)
|
|
(192
|
)
|
|
(708
|
)
|
|
(1,066
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
20,841
|
|
|
20,429
|
|
|
33,538
|
|
|
26,454
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income taxes
|
(5,973
|
)
|
|
(6,163
|
)
|
|
(9,696
|
)
|
|
(7,685
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
14,868
|
|
|
14,266
|
|
|
23,842
|
|
|
18,769
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to noncontrolling interests
|
52
|
|
|
91
|
|
|
166
|
|
|
202
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Matthews shareholders
|
$
|
14,920
|
|
|
$
|
14,357
|
|
|
$
|
24,008
|
|
|
$
|
18,971
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share attributable to Matthews shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.46
|
|
|
$
|
0.44
|
|
|
$
|
0.74
|
|
|
$
|
0.58
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted
|
$
|
0.46
|
|
|
$
|
0.43
|
|
|
$
|
0.74
|
|
|
$
|
0.57
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
Matthews
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss):
|
$
|
14,920
|
|
|
$
|
14,357
|
|
|
$
|
(52
|
)
|
|
$
|
(91
|
)
|
|
$
|
14,868
|
|
|
$
|
14,266
|
|
Other comprehensive (loss) income ("OCI"), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
4,108
|
|
|
15,412
|
|
|
9
|
|
|
(1
|
)
|
|
4,117
|
|
|
15,411
|
|
||||||
Pension plans and other postretirement benefits
|
1,462
|
|
|
1,058
|
|
|
—
|
|
|
—
|
|
|
1,462
|
|
|
1,058
|
|
||||||
Unrecognized gain (loss) on derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net change from periodic revaluation
|
979
|
|
|
(3,294
|
)
|
|
—
|
|
|
—
|
|
|
979
|
|
|
(3,294
|
)
|
||||||
Net amount reclassified to earnings
|
(306
|
)
|
|
455
|
|
|
—
|
|
|
—
|
|
|
(306
|
)
|
|
455
|
|
||||||
Net change in unrecognized gain (loss) on derivatives
|
673
|
|
|
(2,839
|
)
|
|
—
|
|
|
—
|
|
|
673
|
|
|
(2,839
|
)
|
||||||
OCI, net of tax
|
6,243
|
|
|
13,631
|
|
|
9
|
|
|
(1
|
)
|
|
6,252
|
|
|
13,630
|
|
||||||
Comprehensive (loss) income
|
$
|
21,163
|
|
|
$
|
27,988
|
|
|
$
|
(43
|
)
|
|
$
|
(92
|
)
|
|
$
|
21,120
|
|
|
$
|
27,896
|
|
|
Six Months Ended March 31,
|
||||||||||||||||||||||
|
Matthews
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss):
|
$
|
24,008
|
|
|
$
|
18,971
|
|
|
$
|
(166
|
)
|
|
$
|
(202
|
)
|
|
$
|
23,842
|
|
|
$
|
18,769
|
|
OCI, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(27,234
|
)
|
|
5,343
|
|
|
68
|
|
|
(54
|
)
|
|
(27,166
|
)
|
|
5,289
|
|
||||||
Pension plans and other postretirement benefits
|
2,998
|
|
|
2,160
|
|
|
—
|
|
|
—
|
|
|
2,998
|
|
|
2,160
|
|
||||||
Unrecognized gain (loss) on derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net change from periodic revaluation
|
7,065
|
|
|
(2,218
|
)
|
|
—
|
|
|
—
|
|
|
7,065
|
|
|
(2,218
|
)
|
||||||
Net amount reclassified to earnings
|
(799
|
)
|
|
961
|
|
|
—
|
|
|
—
|
|
|
(799
|
)
|
|
961
|
|
||||||
Net change in unrecognized gain (loss) on derivatives
|
6,266
|
|
|
(1,257
|
)
|
|
—
|
|
|
—
|
|
|
6,266
|
|
|
(1,257
|
)
|
||||||
OCI, net of tax
|
(17,970
|
)
|
|
6,246
|
|
|
68
|
|
|
(54
|
)
|
|
(17,902
|
)
|
|
6,192
|
|
||||||
Comprehensive (loss) income
|
$
|
6,038
|
|
|
$
|
25,217
|
|
|
$
|
(98
|
)
|
|
$
|
(256
|
)
|
|
$
|
5,940
|
|
|
$
|
24,961
|
|
|
Shareholders' Equity
|
||||||||||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Treasury
Stock
|
|
Non-
controlling
interests
|
|
Total
|
||||||||||||||
Balance,
September 30, 2016 |
$
|
36,334
|
|
|
$
|
117,088
|
|
|
$
|
896,224
|
|
|
$
|
(181,868
|
)
|
|
$
|
(159,113
|
)
|
|
$
|
669
|
|
|
$
|
709,334
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
24,008
|
|
|
—
|
|
|
—
|
|
|
(166
|
)
|
|
23,842
|
|
|||||||
Minimum pension liability
|
—
|
|
|
—
|
|
|
—
|
|
|
2,998
|
|
|
—
|
|
|
—
|
|
|
2,998
|
|
|||||||
Translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,234
|
)
|
|
—
|
|
|
68
|
|
|
(27,166
|
)
|
|||||||
Fair value of derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
6,266
|
|
|
—
|
|
|
—
|
|
|
6,266
|
|
|||||||
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,940
|
|
|||||||
Stock-based compensation
|
—
|
|
|
9,017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,017
|
|
|||||||
Purchase of 135,147 shares of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,173
|
)
|
|
—
|
|
|
(9,173
|
)
|
|||||||
Issuance of 215,058 shares of treasury stock
|
—
|
|
|
(8,260
|
)
|
|
—
|
|
|
—
|
|
|
8,274
|
|
|
—
|
|
|
14
|
|
|||||||
Cancellations of 2,640 shares of treasury stock
|
—
|
|
|
179
|
|
|
—
|
|
|
—
|
|
|
(179
|
)
|
|
—
|
|
|
—
|
|
|||||||
Dividends, $0.34 per share
|
—
|
|
|
—
|
|
|
(10,809
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,809
|
)
|
|||||||
Balance,
March 31, 2017 |
$
|
36,334
|
|
|
$
|
118,024
|
|
|
$
|
909,423
|
|
|
$
|
(199,838
|
)
|
|
$
|
(160,191
|
)
|
|
$
|
571
|
|
|
$
|
704,323
|
|
|
Shareholders' Equity
|
||||||||||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Treasury
Stock
|
|
Non-
controlling
interests
|
|
Total
|
||||||||||||||
Balance,
September 30, 2015 |
$
|
36,334
|
|
|
$
|
115,890
|
|
|
$
|
843,955
|
|
|
$
|
(150,326
|
)
|
|
$
|
(115,033
|
)
|
|
$
|
3,226
|
|
|
$
|
734,046
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
18,971
|
|
|
—
|
|
|
—
|
|
|
(202
|
)
|
|
18,769
|
|
|||||||
Minimum pension liability
|
—
|
|
|
—
|
|
|
—
|
|
|
2,160
|
|
|
—
|
|
|
—
|
|
|
2,160
|
|
|||||||
Translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
5,343
|
|
|
—
|
|
|
(54
|
)
|
|
5,289
|
|
|||||||
Fair value of derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,257
|
)
|
|
—
|
|
|
—
|
|
|
(1,257
|
)
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,961
|
|
|||||||
Stock-based compensation
|
—
|
|
|
5,267
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,267
|
|
|||||||
Purchase of 151,259 shares of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,209
|
)
|
|
—
|
|
|
(8,209
|
)
|
|||||||
Issuance of 287,681 shares of treasury stock
|
—
|
|
|
(7,862
|
)
|
|
—
|
|
|
—
|
|
|
9,758
|
|
|
—
|
|
|
1,896
|
|
|||||||
Cancellations of 3,957 shares of treasury stock
|
—
|
|
|
182
|
|
|
—
|
|
|
—
|
|
|
(182
|
)
|
|
—
|
|
|
—
|
|
|||||||
Dividends,
$0.30 per share
|
—
|
|
|
—
|
|
|
(9,646
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,646
|
)
|
|||||||
Acquisition of
noncontrolling interest
|
—
|
|
|
(2,727
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,434
|
)
|
|
(4,161
|
)
|
|||||||
Balance,
March 31, 2016 |
$
|
36,334
|
|
|
$
|
110,750
|
|
|
$
|
853,280
|
|
|
$
|
(144,080
|
)
|
|
$
|
(113,666
|
)
|
|
$
|
1,536
|
|
|
$
|
744,154
|
|
|
Six Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
23,842
|
|
|
$
|
18,769
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
32,294
|
|
|
32,158
|
|
||
Stock-based compensation expense
|
9,017
|
|
|
5,267
|
|
||
Change in deferred taxes
|
(829
|
)
|
|
107
|
|
||
Gain on sale of assets
|
(403
|
)
|
|
(347
|
)
|
||
Unrealized gain on investments
|
(1,411
|
)
|
|
(557
|
)
|
||
Changes in working capital items
|
(5,095
|
)
|
|
(6,635
|
)
|
||
Increase in other assets
|
(9,105
|
)
|
|
(3,181
|
)
|
||
Decrease in other liabilities
|
(2,041
|
)
|
|
(267
|
)
|
||
Increase in pension and postretirement benefits
|
7,696
|
|
|
6,751
|
|
||
Other, net
|
(9,679
|
)
|
|
(174
|
)
|
||
|
|
|
|
||||
Net cash provided by operating activities
|
44,286
|
|
|
51,891
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(13,250
|
)
|
|
(23,946
|
)
|
||
Acquisitions, net of cash acquired
|
(92,564
|
)
|
|
(6,081
|
)
|
||
Proceeds from sale of assets
|
960
|
|
|
1,121
|
|
||
|
|
|
|
||||
Net cash used in investing activities
|
(104,854
|
)
|
|
(28,906
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from long-term debt
|
239,427
|
|
|
22,055
|
|
||
Payments on long-term debt
|
(168,977
|
)
|
|
(37,960
|
)
|
||
Proceeds from the exercise of stock options
|
14
|
|
|
1,798
|
|
||
Purchases of treasury stock
|
(9,173
|
)
|
|
(8,209
|
)
|
||
Dividends
|
(10,809
|
)
|
|
(9,646
|
)
|
||
Transaction with noncontrolling interests
|
—
|
|
|
(4,161
|
)
|
||
|
|
|
|
||||
Net cash provided by (used in) financing activities
|
50,482
|
|
|
(36,123
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
(2,022
|
)
|
|
274
|
|
||
|
|
|
|
||||
Net change in cash and cash equivalents
|
$
|
(12,108
|
)
|
|
$
|
(12,864
|
)
|
|
|
|
|
|
March 31, 2017
|
|
September 30, 2016
|
||||
|
|
|
|
||||
Raw materials
|
$
|
34,331
|
|
|
$
|
29,597
|
|
Work in process
|
64,382
|
|
|
54,357
|
|
||
Finished goods
|
76,083
|
|
|
78,518
|
|
||
|
$
|
174,796
|
|
|
$
|
162,472
|
|
|
|
March 31, 2017
|
|
September 30, 2016
|
||||
Pay fixed swaps - notional amount
|
|
$
|
371,875
|
|
|
$
|
403,125
|
|
Net unrealized gain (loss)
|
|
$
|
4,438
|
|
|
$
|
(5,834
|
)
|
Weighted-average maturity period (years)
|
|
3.6
|
|
|
3.9
|
|
||
Weighted-average received rate
|
|
0.98
|
%
|
|
0.53
|
%
|
||
Weighted-average pay rate
|
|
1.27
|
%
|
|
1.26
|
%
|
Derivatives
|
|
March 31, 2017
|
|
September 30, 2016
|
||||
Current assets:
|
|
|
|
|
||||
Other current assets
|
|
$
|
1,074
|
|
|
$
|
43
|
|
Long-term assets:
|
|
|
|
|
|
|
||
Other assets
|
|
3,407
|
|
|
150
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Other current liabilities
|
|
(33
|
)
|
|
(1,529
|
)
|
||
Long-term liabilities:
|
|
|
|
|
|
|
||
Other liabilities
|
|
(10
|
)
|
|
(4,498
|
)
|
||
Total derivatives
|
|
$
|
4,438
|
|
|
$
|
(5,834
|
)
|
|
Shares
|
|
Weighted-
average
grant-date
fair value
|
|||
Non-vested at September 30, 2016
|
522,710
|
|
|
$
|
45.10
|
|
Granted
|
216,655
|
|
|
66.61
|
|
|
Vested
|
(185,180
|
)
|
|
47.24
|
|
|
Expired or forfeited
|
(6,950
|
)
|
|
50.29
|
|
|
Non-vested at March 31, 2017
|
547,235
|
|
|
$
|
52.83
|
|
|
Shares
|
|
Weighted-
average
exercise price
|
|
Weighted-
average
remaining
contractual term
|
|
Aggregate
intrinsic
value
|
||||||
Outstanding, September 30, 2016
|
77,733
|
|
|
$
|
40.56
|
|
|
|
|
|
|||
Exercised
|
(333
|
)
|
|
40.56
|
|
|
|
|
|
||||
Expired or forfeited
|
(77,400
|
)
|
|
40.56
|
|
|
|
|
|
||||
Outstanding, March 31, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
Exercisable, March 31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
Weighted-average
grant-date
|
|||
|
Shares
|
|
fair value
|
|||
Non-vested at September 30, 2016
|
77,400
|
|
|
$
|
12.29
|
|
Expired or forfeited
|
(77,400
|
)
|
|
12.29
|
|
|
Non-vested at March 31, 2017
|
—
|
|
|
$
|
—
|
|
|
Six Months Ended
March 31, |
||||
|
2017
|
|
2016
|
||
Expected volatility
|
20.2
|
%
|
|
20.7
|
%
|
Dividend yield
|
1.1
|
%
|
|
1.0
|
%
|
Average risk-free interest rate
|
1.7
|
%
|
|
1.7
|
%
|
Average expected term (years)
|
2.1
|
|
|
2.1
|
|
|
Three Months Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income attributable to Matthews shareholders
|
$
|
14,920
|
|
|
$
|
14,357
|
|
|
$
|
24,008
|
|
|
$
|
18,971
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic shares
|
32,283
|
|
|
33,005
|
|
|
32,247
|
|
|
32,970
|
|
||||
Effect of dilutive securities
|
286
|
|
|
197
|
|
|
333
|
|
|
250
|
|
||||
Diluted shares
|
32,569
|
|
|
33,202
|
|
|
32,580
|
|
|
33,220
|
|
||||
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
||||||||||||||
|
Pension
|
|
Other Postretirement
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
2,138
|
|
|
$
|
1,813
|
|
|
$
|
98
|
|
|
$
|
101
|
|
Interest cost
|
1,841
|
|
|
2,406
|
|
|
157
|
|
|
211
|
|
||||
Expected return on plan assets
|
(2,312
|
)
|
|
(2,407
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
(45
|
)
|
|
(46
|
)
|
|
(49
|
)
|
|
(49
|
)
|
||||
Net actuarial loss
|
2,509
|
|
|
1,866
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net benefit cost
|
$
|
4,131
|
|
|
$
|
3,632
|
|
|
$
|
206
|
|
|
$
|
263
|
|
|
Six months ended March 31,
|
||||||||||||||
|
Pension
|
|
Other Postretirement
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
4,276
|
|
|
$
|
3,626
|
|
|
$
|
196
|
|
|
$
|
202
|
|
Interest cost
|
3,682
|
|
|
4,812
|
|
|
314
|
|
|
422
|
|
||||
Expected return on plan assets
|
(4,624
|
)
|
|
(4,814
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
(90
|
)
|
|
(92
|
)
|
|
(98
|
)
|
|
(98
|
)
|
||||
Net actuarial loss
|
5,018
|
|
|
3,732
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net benefit cost
|
$
|
8,262
|
|
|
$
|
7,264
|
|
|
$
|
412
|
|
|
$
|
526
|
|
|
|
Post-retirement benefit plans
|
|
Currency translation adjustment
|
|
Derivatives
|
|
Total
|
||||||||
Attributable to Matthews:
|
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2016
|
|
$
|
(54,514
|
)
|
|
$
|
(153,601
|
)
|
|
$
|
2,034
|
|
|
$
|
(206,081
|
)
|
OCI before reclassification
|
|
—
|
|
|
4,108
|
|
|
979
|
|
|
5,087
|
|
||||
Amounts reclassified from AOCI
|
(a)
|
1,462
|
|
|
—
|
|
(b)
|
(306
|
)
|
|
1,156
|
|
||||
Net current-period OCI
|
|
1,462
|
|
|
4,108
|
|
|
673
|
|
|
6,243
|
|
||||
Balance, March 31, 2017
|
|
$
|
(53,052
|
)
|
|
$
|
(149,493
|
)
|
|
$
|
2,707
|
|
|
$
|
(199,838
|
)
|
Attributable to noncontrolling interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, December 31, 2016
|
|
—
|
|
|
$
|
336
|
|
|
—
|
|
|
$
|
336
|
|
||
OCI before reclassification
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||
Net current-period OCI
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||
Balance, March 31, 2017
|
|
—
|
|
|
$
|
345
|
|
|
—
|
|
|
$
|
345
|
|
|
|
Post-retirement benefit plans
|
|
Currency translation adjustment
|
|
Derivatives
|
|
Total
|
||||||||
Attributable to Matthews:
|
|
|
|
|
|
|
|
|
||||||||
Balance, December 31, 2015
|
|
$
|
(42,372
|
)
|
|
$
|
(114,673
|
)
|
|
$
|
(666
|
)
|
|
$
|
(157,711
|
)
|
OCI before reclassification
|
|
—
|
|
|
15,412
|
|
|
(3,294
|
)
|
|
12,118
|
|
||||
Amounts reclassified from AOCI
|
(a)
|
1,058
|
|
|
—
|
|
(b)
|
455
|
|
|
1,513
|
|
||||
Net current-period OCI
|
|
1,058
|
|
|
15,412
|
|
|
(2,839
|
)
|
|
13,631
|
|
||||
Balance, March 31, 2016
|
|
$
|
(41,314
|
)
|
|
$
|
(99,261
|
)
|
|
$
|
(3,505
|
)
|
|
$
|
(144,080
|
)
|
Attributable to noncontrolling interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, December 31, 2015
|
|
—
|
|
|
$
|
313
|
|
|
—
|
|
|
$
|
313
|
|
||
OCI before reclassification
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Net current-period OCI
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Balance, March 31, 2016
|
|
—
|
|
|
$
|
312
|
|
|
—
|
|
|
$
|
312
|
|
(a)
|
Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 8).
|
(b)
|
Amounts were included in interest expense in the periods the hedged item affected earnings (see Note 5).
|
|
|
Post-retirement benefit plans
|
|
Currency translation adjustment
|
|
Derivatives
|
|
Total
|
||||||||
Attributable to Matthews:
|
|
|
|
|
|
|
|
|
||||||||
Balance, September 30, 2016
|
|
$
|
(56,050
|
)
|
|
$
|
(122,259
|
)
|
|
$
|
(3,559
|
)
|
|
$
|
(181,868
|
)
|
OCI before reclassification
|
|
—
|
|
|
(27,234
|
)
|
|
7,065
|
|
|
(20,169
|
)
|
||||
Amounts reclassified from AOCI
|
(a)
|
2,998
|
|
|
—
|
|
(b)
|
(799
|
)
|
|
2,199
|
|
||||
Net current-period OCI
|
|
2,998
|
|
|
(27,234
|
)
|
|
6,266
|
|
|
(17,970
|
)
|
||||
Balance, March 31, 2017
|
|
$
|
(53,052
|
)
|
|
$
|
(149,493
|
)
|
|
$
|
2,707
|
|
|
$
|
(199,838
|
)
|
Attributable to noncontrolling interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, September 30, 2016
|
|
—
|
|
|
$
|
277
|
|
|
—
|
|
|
$
|
277
|
|
||
OCI before reclassification
|
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
||||
Net current-period OCI
|
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
||||
Balance, March 31, 2017
|
|
—
|
|
|
$
|
345
|
|
|
—
|
|
|
$
|
345
|
|
|
|
Post-retirement benefit plans
|
|
Currency translation adjustment
|
|
Derivatives
|
|
Total
|
||||||||
Attributable to Matthews:
|
|
|
|
|
|
|
|
|
||||||||
Balance, September 30, 2015
|
|
$
|
(43,474
|
)
|
|
$
|
(104,604
|
)
|
|
$
|
(2,248
|
)
|
|
$
|
(150,326
|
)
|
OCI before reclassification
|
|
—
|
|
|
5,343
|
|
|
(2,218
|
)
|
|
3,125
|
|
||||
Amounts reclassified from AOCI
|
(a)
|
2,160
|
|
|
—
|
|
(b)
|
961
|
|
|
3,121
|
|
||||
Net current-period OCI
|
|
2,160
|
|
|
5,343
|
|
|
(1,257
|
)
|
|
6,246
|
|
||||
Balance, March 31, 2016
|
|
$
|
(41,314
|
)
|
|
$
|
(99,261
|
)
|
|
$
|
(3,505
|
)
|
|
$
|
(144,080
|
)
|
Attributable to noncontrolling interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, September 30, 2015
|
|
—
|
|
|
$
|
366
|
|
|
—
|
|
|
$
|
366
|
|
||
OCI before reclassification
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
(54
|
)
|
||||
Net current-period OCI
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
(54
|
)
|
||||
Balance, March 31, 2016
|
|
—
|
|
|
$
|
312
|
|
|
—
|
|
|
$
|
312
|
|
(a)
|
Amounts were included in net periodic benefit cost for pension and other postretirement benefit plans (see Note 8).
|
(b)
|
Amounts were included in interest expense in the periods the hedged item affected earnings (see Note 5).
|
|
|
Amount reclassified from AOCI
|
||||||||
Details about AOCI Components
|
|
Three Months Ended March 31, 2017
|
|
Six Months Ended March 31, 2017
|
|
Affected line item in the Statement of income
|
||||
|
|
|
|
|
|
|
||||
Postretirement benefit plans
|
|
|
|
|
|
|
||||
Prior service (cost) credit
|
|
$
|
94
|
|
(a)
|
$
|
188
|
|
|
|
Actuarial losses
|
|
(2,509
|
)
|
(a)
|
(5,018
|
)
|
|
|
||
|
|
(2,415
|
)
|
(b)
|
(4,830
|
)
|
|
Income before income tax
|
||
|
|
(953
|
)
|
|
(1,832
|
)
|
|
Income taxes
|
||
|
|
$
|
(1,462
|
)
|
|
$
|
(2,998
|
)
|
|
Net income
|
Derivatives
|
|
|
|
|
|
|
|
|
||
Interest rate swap contracts
|
|
$
|
503
|
|
|
$
|
1,310
|
|
|
Interest expense
|
|
|
503
|
|
(b)
|
1,310
|
|
|
Income before income tax
|
||
|
|
197
|
|
|
511
|
|
|
Income taxes
|
||
|
|
$
|
306
|
|
|
$
|
799
|
|
|
Net income
|
(a)
|
Amounts are included in the computation of pension and other postretirement benefit expense, which is reported in both cost of goods sold and selling and administrative expenses. For additional information, see Note 8.
|
(b)
|
For pre-tax items, positive amounts represent income and negative amounts represent expense.
|
|
|
Amount reclassified from AOCI
|
||||||||
Details about AOCI Components
|
|
Three Months Ended
March 31, 2016 |
|
Six Months Ended
March 31, 2016 |
|
Affected line item in the Statement of income
|
||||
|
|
|
|
|
|
|
||||
Postretirement benefit plans
|
|
|
|
|
|
|
||||
Prior service (cost) credit
|
|
$
|
95
|
|
(a)
|
$
|
190
|
|
|
|
Actuarial losses
|
|
(1,866
|
)
|
(a)
|
(3,732
|
)
|
|
|
||
|
|
(1,771
|
)
|
(b)
|
(3,542
|
)
|
|
Income before income tax
|
||
|
|
(713
|
)
|
|
(1,382
|
)
|
|
Income taxes
|
||
|
|
$
|
(1,058
|
)
|
|
$
|
(2,160
|
)
|
|
Net income
|
Derivatives
|
|
|
|
|
|
|
|
|
||
Interest rate swap contracts
|
|
$
|
(746
|
)
|
|
$
|
(1,576
|
)
|
|
Interest expense
|
|
|
(746
|
)
|
(b)
|
(1,576
|
)
|
|
Income before income tax
|
||
|
|
(291
|
)
|
|
(615
|
)
|
|
Income taxes
|
||
|
|
$
|
(455
|
)
|
|
$
|
(961
|
)
|
|
Net income
|
(a)
|
Amounts are included in the computation of pension and other postretirement benefit expense, which is reported in both cost of goods sold and selling and administrative expenses. For additional information, see Note 8.
|
(b)
|
For pre-tax items, positive amounts represent income and negative amounts represent expense.
|
|
Three Months Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Sales:
|
|
||||||||||||||
SGK Brand Solutions
|
$
|
190,120
|
|
|
$
|
184,384
|
|
|
$
|
365,921
|
|
|
$
|
362,675
|
|
Memorialization
|
162,108
|
|
|
157,376
|
|
|
307,730
|
|
|
304,987
|
|
||||
Industrial Technologies
|
28,688
|
|
|
25,416
|
|
|
56,263
|
|
|
53,746
|
|
||||
|
$
|
380,916
|
|
|
$
|
367,176
|
|
|
$
|
729,914
|
|
|
$
|
721,408
|
|
Operating profit:
|
|
|
|
|
|
|
|
||||||||
SGK Brand Solutions
|
$
|
4,361
|
|
|
$
|
5,500
|
|
|
$
|
8,551
|
|
|
$
|
8,255
|
|
Memorialization
|
22,938
|
|
|
19,470
|
|
|
37,305
|
|
|
27,159
|
|
||||
Industrial Technologies
|
(471
|
)
|
|
1,465
|
|
|
35
|
|
|
3,059
|
|
||||
|
$
|
26,828
|
|
|
$
|
26,435
|
|
|
$
|
45,891
|
|
|
$
|
38,473
|
|
|
SGK Brand
Solutions
|
|
Memorialization
|
|
Industrial Technologies
|
|
Consolidated
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
458,510
|
|
|
$
|
347,116
|
|
|
$
|
56,615
|
|
|
$
|
862,241
|
|
Accumulated impairment losses
|
(5,752
|
)
|
|
(5,000
|
)
|
|
—
|
|
|
(10,752
|
)
|
||||
Balance at September 30, 2016
|
452,758
|
|
|
342,116
|
|
|
56,615
|
|
|
851,489
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Additions during period
|
16,059
|
|
|
—
|
|
|
11,727
|
|
|
27,786
|
|
||||
Translation and other adjustments
|
(8,983
|
)
|
|
(2,449
|
)
|
|
40
|
|
|
(11,392
|
)
|
||||
Goodwill
|
465,586
|
|
|
344,667
|
|
|
68,382
|
|
|
878,635
|
|
||||
Accumulated impairment losses
|
(5,752
|
)
|
|
(5,000
|
)
|
|
—
|
|
|
(10,752
|
)
|
||||
Balance at March 31, 2017
|
$
|
459,834
|
|
|
$
|
339,667
|
|
|
$
|
68,382
|
|
|
$
|
867,883
|
|
|
Three Months Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Sales:
|
(Dollar amounts in thousands)
|
||||||||||||||
SGK Brand Solutions
|
$
|
190,120
|
|
|
$
|
184,384
|
|
|
$
|
365,921
|
|
|
$
|
362,675
|
|
Memorialization
|
162,108
|
|
|
157,376
|
|
|
307,730
|
|
|
304,987
|
|
||||
Industrial Technologies
|
28,688
|
|
|
25,416
|
|
|
56,263
|
|
|
53,746
|
|
||||
|
$
|
380,916
|
|
|
$
|
367,176
|
|
|
$
|
729,914
|
|
|
$
|
721,408
|
|
Operating profit:
|
|
|
|
|
|
|
|
||||||||
SGK Brand Solutions
|
$
|
4,361
|
|
|
$
|
5,500
|
|
|
$
|
8,551
|
|
|
$
|
8,255
|
|
Memorialization
|
22,938
|
|
|
19,470
|
|
|
37,305
|
|
|
27,159
|
|
||||
Industrial Technologies
|
(471
|
)
|
|
1,465
|
|
|
35
|
|
|
3,059
|
|
||||
|
$
|
26,828
|
|
|
$
|
26,435
|
|
|
$
|
45,891
|
|
|
$
|
38,473
|
|
|
|
March 31, 2017
|
|
September 30, 2016
|
||||
Pay fixed swaps - notional amount
|
|
$
|
371,875
|
|
|
$
|
403,125
|
|
Net unrealized gain (loss)
|
|
$
|
4,438
|
|
|
$
|
(5,834
|
)
|
Weighted-average maturity period (years)
|
|
3.6
|
|
|
3.9
|
|
||
Weighted-average received rate
|
|
0.98
|
%
|
|
0.53
|
%
|
||
Weighted-average pay rate
|
|
1.27
|
%
|
|
1.26
|
%
|
|
Payments due in fiscal year:
|
||||||||||||||||||
|
Total
|
|
2017
Remainder
|
|
2018 to 2019
|
|
2020 to 2021
|
|
After
2021
|
||||||||||
Contractual Cash Obligations:
|
(Dollar amounts in thousands)
|
||||||||||||||||||
Revolving credit facilities
|
$
|
673,063
|
|
|
$
|
—
|
|
|
$
|
28,063
|
|
|
$
|
645,000
|
|
|
$
|
—
|
|
Senior secured term loan
|
240,245
|
|
|
7,813
|
|
|
45,313
|
|
|
187,119
|
|
|
—
|
|
|||||
Notes payable to banks
|
21,720
|
|
|
4,145
|
|
|
17,575
|
|
|
—
|
|
|
—
|
|
|||||
Short-term borrowings
|
6,844
|
|
|
6,844
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital lease obligations
|
6,673
|
|
|
752
|
|
|
1,741
|
|
|
1,038
|
|
|
3,142
|
|
|||||
Non-cancelable operating leases
|
70,711
|
|
|
11,990
|
|
|
31,135
|
|
|
15,799
|
|
|
11,787
|
|
|||||
Other
|
5,109
|
|
|
5,109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total contractual cash obligations
|
$
|
1,024,365
|
|
|
$
|
36,653
|
|
|
$
|
123,827
|
|
|
$
|
848,956
|
|
|
$
|
14,929
|
|
Period
|
|
Total number of shares purchased
|
|
Weighted-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 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,028,570
|
|
November 2016
|
|
83,293
|
|
|
67.49
|
|
|
83,293
|
|
|
1,945,277
|
|
|
December 2016
|
|
11,936
|
|
|
73.63
|
|
|
11,936
|
|
|
1,933,341
|
|
|
January 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,933,341
|
|
|
February 2017
|
|
39,918
|
|
|
66.98
|
|
|
39,918
|
|
|
1,893,423
|
|
|
March 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,893,423
|
|
|
Total
|
|
135,147
|
|
|
$
|
67.88
|
|
|
135,147
|
|
|
|
|
(a)
|
Exhibits
|
|
|
|
|
|
|
|
Exhibit No.
|
Description
|
Method of Filing
|
|
|
|
|
|
10.1
|
Amended and Restated 2014 Director Fee Plan
|
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 for Joseph C. Bartolacci
|
Furnished 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 for Steven F. Nicola
|
Furnished herewith
|
|
101.INS
|
XBRL Instance Document
|
Filed herewith
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
Filed herewith
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
Filed herewith
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
Filed herewith
|
|
101.LAB
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XBRL Taxonomy Extension Label Linkbase
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Filed herewith
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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Filed herewith
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MATTHEWS INTERNATIONAL CORPORATION
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(Registrant)
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Date:
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May 3, 2017
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By: /s/ Joseph C. Bartolacci
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Joseph C. Bartolacci, President
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and Chief Executive Officer
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Date:
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May 3, 2017
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By: /s/ Steven F. Nicola
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Steven F. Nicola, Chief Financial Officer
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and Secretary
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(1)
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to provide each Director of Matthews International Corporation (the "
Corporation
"), who is not also an employee of the Corporation or any of its Subsidiaries ("
Director
"), with the payment of (i) an annual retainer fee (ii) in the case of a Director who serves as Chairman of the Board (the "
NE Chairperson
") or serves as the lead director of the Board (the "
Lead Director
"), an additional annual retainer fee, (iii) an annual retainer fee for each Committee chairperson and to any Lead Director, in each case, for future services to be performed by such Director (collectively, "
Director Fees
") as a member of the Board of Directors of the Corporation (the "
Board
");
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(2)
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to provide payment to each Director (except the NE Chairperson shall only be entitled to Board and Shareholders’ Meeting Fees) for the following (collectively, the “
Meeting Fees
”): (i) fees if any, paid for attendance at meetings of the Board or Committees of the Board; and (ii) fees, if any, paid to a Director for attendance at the Annual Meeting;
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(3)
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to increase the identification of interests between the Directors and the shareholders of the Corporation by permitting (i) the Nominating and Corporate Governance Committee of the Board or a Stock Compensation Subcommittee of the Committee (the "
Subcommittee
") to award restricted stock (“
RSA
”), restricted stock units (“
RSU
”), nonstatutory stock options and/or stock appreciation rights to each Director on the fifteenth (15th) business day after the annual shareholders' meeting of the Corporation, and
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(4)
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to allow Directors to elect to (i) receive payment of certain fees in shares of Class A Common Stock, par value $1.00 per share of the Corporation (the “
Common Stock
”), (ii) defer receipt of certain fees and awards into a deferred stock account as deferred stock units (“
DSU
”), and (iii) reinvest dividends payable under this Plan instead of receiving cash.
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(b)
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Reservation of Shares
. Except as otherwise provided in this Section 1(b), the aggregate number of shares of Common Stock which may be issued under the Plan or credited (in DSUs) to deferred stock compensation accounts for subsequent issuance under the Plan is limited to one hundred fifty thousand (150,000) shares, subject to adjustment and substitution as set forth in Section 14
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(1)
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the payment to (i) the Director of cash of seventy five thousand dollars ($75,000) (ii) in the case of the NE Chairperson, an additional one hundred thousand dollars ($100,000), (iii) any chairperson of a Committee of cash of seven thousand five hundred dollars ($7,500) (or $12,000 in the case of the Audit Committee chairperson and $10,000 in the case of the Compensation Committee Chairperson) (or such other amounts determined by the Board or by any committee of the Board which the Board authorizes to determine such amounts) (collectively, the "
Director Fee Amount
"); or
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(2)
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the issuance to the Director of a number of whole shares of Common Stock equal to the Director Fee Amount divided by the Fair Market Value of one share of the Common Stock, as defined in Section 17 hereof, on such Payment Date (rounded upward to the next whole share).
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Board Meeting Fees:
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None
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Committee Meeting Fees:
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None
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Special Committee Meeting Fees:
Shareholders' Meeting Fees:
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$1,500 per day of service
None
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(c)
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Deferral Election
. Notwithstanding the foregoing provisions of this Section, each Director may elect to defer the receipt of Meeting Fees in accordance with the procedures set forth in Section 5.
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(1)
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A Deferral Election shall be effective only if made on or prior to December 31
st
of the calendar year immediately preceding the beginning of the calendar year to which the Deferral Election relates (or such other date as may be established by the Committee to the extent consistent with Section 409A);
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(2)
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Deferral Elections are entirely voluntary and shall be
irrevocable once made
; provided, however, the Committee, in its sole discretion, may permit a Deferral Election to be changed at any time prior to the last permissible date for making a Deferral Election;
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(3)
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A Deferral Election shall apply to all Director Fees and/or RSAs earned and payable in each calendar year while such Deferral Election remains effective, and to all Meeting Fees paid or payable for
meetings held
in each calendar year while such Deferral Election remains effective;
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(4)
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A Notice of Election shall, to the extent permitted by the Committee, allow a Director to select whether any dividends or distributions payable with respect to the Director’s DSUs shall be paid currently in cash (or other property, as applicable) or otherwise credited in additional DSUs to the Director’s Account (the “
Dividend Election
”).
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(1)
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Elections
. For Deferral Elections, a Director may elect at the time of filing the Notice of Election to receive payment of the DSUs credited to the Director's Account, in whole or in part, as follows (except as otherwise provided in Sections 6(d) and 7(b) hereof, if applicable):
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(i)
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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 following the calendar year in which the Director first separates from service with the Corporation under Section 409A of the Internal Revenue Code of 1986, as amended (the "
Code
"), or any successor Section, upon or after ceasing to be a member of the Board for any reason, including by reason of death or disability (the "
Separation from Service Payment Commencement Date
");
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(ii)
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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;
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(iii)
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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
");
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(iv)
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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
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(v)
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If earlier than the date on which payment would be received under (i)-(iv) of this Section 6(c)(1), in a lump sum or in two to five annual installments, with payment commencing on the sixtieth (60th) 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.
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(2)
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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 (A) the number of DSUs in the Account on the date of payment of such installment, by (B) 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 DSUs in the Account shall be appropriately reduced in accordance with Section 6(a) hereof to reflect the installment payments made hereunder. DSUs remaining in an Account pending distribution pursuant to this Section 6(c) shall be subject to adjustment pursuant to Section 14 hereof.
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(3)
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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 17 hereof, on the date immediately preceding the date of such payment. The Corporation, at its sole 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
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(d)
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Director's Beneficiary
. The "
Director's Beneficiary
" means any beneficiary or beneficiaries (who may be named contingently or successively) named by a Director under the Plan to whom any benefit under the Plan is to be paid in the case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Director, shall be in a form prescribed by the Committee, and will be effective only when filed by the Director in writing with the Secretary of the Corporation during the Director's lifetime. In the absence of such a designation, Director's Beneficiary means the person designated by the Director in the Director's Will, or, if the Director fails to make a testamentary disposition of the shares or dies intestate, to the person entitled to receive the shares pursuant to the laws of descent and distribution of the state of domicile of the Director at the time of death.
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(i)
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Such election must be made at least twelve (12) months prior to the date on which payments (or the initial scheduled Payment Date in the case of installment payments) otherwise would have commenced pursuant to the election under Section 6(c) hereof; and
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(ii)
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The payment commencement date specified in such election under this Section 7(b) must be not less than five (5) years from the date on which payments (or the initial scheduled Payment Date in the case of installment payments) otherwise would have commenced pursuant to the election under Section 6(c) hereof.
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(i)
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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;
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(ii)
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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;
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(iii)
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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
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(iv)
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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.
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(a)
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such arrangement will not cause the Plan to be considered a funded deferred compensation plan under the Code;
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(b)
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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
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(c)
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such set aside of funds is not described in Section 409A(b) of the Code, or any successor provision.
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(A)
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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 sole 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 11, the Fair Market Value of the Common Stock shall be determined as provided in Section 17 hereof. In no event may any stock option or stock appreciation right granted under this Plan, other than pursuant to Section14, be amended to decrease the exercise price or Base Price thereof, be cancelled in conjunction with the grant of any new stock option or stock appreciation right with a lower exercise price or Base Price, be cancelled or repurchased for cash, property, or another award at a time when the exercise price or Base Price is greater than the Fair Market Value of the underlying Common Stock, or otherwise be subject to any action that would be treated, for accounting purposes, as a "repricing" of such stock option or stock appreciation right, unless such amendment, cancellation, or action is approved by the Corporation's shareholders.
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(B)
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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 (by delivery of such shares or by attestation) not restricted under Section 12 and having a Fair Market Value on the date of exercise of the stock option, determined as provided in Section 17 hereof, equal to the option price for the shares being purchased, except that any portion of the option price representing a fraction of a share shall in any event be paid in cash. 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. To facilitate the foregoing, the Corporation may, to the extent permitted by applicable law, enter into agreements for coordinated procedures with one or more brokerage firms. In the event the broker sells any shares on behalf of a Director, the broker shall be acting solely as the agent of the Director, and the Corporation disclaims any responsibility for the actions of the broker in making any such sales. 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.
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(C)
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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 17 hereof, equal to the difference between the aggregate Fair Market Value, as defined in Section 17 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 sole 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.
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(D)
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Unless the Committee, in its sole discretion, shall otherwise determine and subject to the terms of Sections 11(G) and 11(H) 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 11(G) and 11(H) 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 sole 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.
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(E)
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Unless the Committee, in its sole discretion, shall otherwise determine:
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(i)
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no stock option or stock appreciation right shall be transferable or assignable by the grantee otherwise than:
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(a)
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by Will; or
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(b)
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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
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(c)
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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
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(ii)
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all stock options and stock appreciation rights shall be exercisable during the lifetime of the grantee only by the grantee (or the grantee's guardian or legal representative) or by the trustee of a trust described in Section 11(E)(i)(c) hereof.
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(F)
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Unless otherwise specified by the Committee, the applicable Director shall have all of the rights of a shareholder of the Corporation holding Common Stock with respect to the shares of Common Stock to be issued upon the exercise of a stock option or stock appreciation right (including the right to vote the applicable shares and the right to receive dividends), when the Director (i) has
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(G)
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Unless the Committee, in its sole 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:
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(i)
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Notwithstanding Section 11(D) hereof, if a grantee ceases to be a Director of the Corporation for any reason other than those set forth in Section 11(G)(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;
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(ii)
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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 15(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
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(iii)
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Notwithstanding Section 11(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.
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(H)
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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 15(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 sole discretion, by the Committee, and any such determination by the Committee shall be final and binding.
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(I)
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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 sole 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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(1)
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The term "Person" shall be used as that term is used in Sections 13(d) and 14(d) of the 1934 Act as in effect on the effective date of the Plan.
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(2)
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"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)
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“Voting Shares" shall mean all securities of a corporation 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 corporation 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)
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"Section 15 Event" shall mean the date upon which any of the following events occurs:
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(i)
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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)
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At any time less than 60% of the members of the Board (excluding vacant rents) 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 (other than an individual whose initial assumption of office is in connection with an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board relating to the election of Directors which would be subject to Rule 14a-11 under the 1934 Act, or any successor rule, including by reason of any agreement intended to avoid or settle any such election contest or proxy contest);
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(iii)
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The consummation of a merger, consolidation, share exchange, division or sale or other disposition of assets of the Corporation as a result of which the shareholders of the Corporation immediately prior to such transaction shall not hold, directly or indirectly, immediately following such transaction, a majority of the Voting Power of (i) in the case of a merger or consolidation, the surviving or resulting corporation, (ii) in the case of a share exchange, the acquiring corporation or (iii) in the case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the transaction, holds more than 30% of the consolidated assets of the Corporation immediately prior to the transaction; or
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(iv)
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The commencement of any liquidation or dissolution of the Corporation (other than pursuant to any transfer of 70% or more of the consolidated assets of the Corporation to an entity or entities controlled by the Corporation and/or its shareholders following such liquidation or dissolution);
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(i)
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To determine the grants or awards to be made to the Directors pursuant to Sections 10-13 and all of the relevant terms thereof;
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(ii)
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Subject to Sections 11(I) and 12(a), to modify, amend or adjust the terms and conditions of any such grant or award;
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(iii)
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To adopt, alter and repeal such administrative rules, regulations, procedures, guidelines and practices governing the Plan as it shall from time to time deem advisable;
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(iv)
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To interpret the terms, provisions and conditions of the Plan and any such grant or award (and any agreement under Sections 11(I) and 12(a) relating thereto);
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(v)
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Subject to Sections 11(I) and 12(a), to accelerate the vesting or lapse of restrictions on any outstanding award, based in each case on such considerations as the Committee in its sole discretion determines;
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(vi)
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To decide all other matters that must be determined in connection with such grants and awards;
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(vii)
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To establish any "blackout" period that the Committee in its sole discretion deems necessary or advisable; and
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(viii)
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To otherwise administer the Plan in connection with such grants and awards.
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(a)
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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; or
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(b)
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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 NASDAQ Exchange or 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.
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(i)
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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;
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(ii)
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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;
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(iii)
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if required by the Committee, the representation and agreement of the Director that the Director is acquiring the shares only for investment and without a present view of the sale or distribution of such shares, with a corresponding legend on any stock certificates;
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(iv)
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all other applicable laws, regulations, rules and orders which may then be in effect; and
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(v)
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obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its sole discretion, determine to be necessary or advisable.
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(i)
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be made without shareholder approval if shareholder approval of the amendment is at the time required by the rules of any stock exchange on which the Common Stock may then be listed; or
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(ii)
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otherwise amend the Plan in any manner that would cause the shares of Common Stock issued or DSUs 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)
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no shares of Common Stock shall be issued or DSUs credited on a Payment Date under the Plan after March 31, 2019;
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(ii)
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no shares of Common Stock shall be credited with respect to Meeting Fees payable under the Plan after March 31, 2019;
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(iii)
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no stock option or stock appreciation right shall be granted under the Plan after March 31, 2019; and
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(iv)
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no RSAs or vesting after 3/31/19 of RSAs or RSUs shall be awarded under the Plan after March 31, 2019;
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