Matthews International Corporation

Hello and welcome everyone. Joining today's Matthews International fourth quarter and year-end fiscal 2025 financial results. At this time, all participants are in a listen-only mode. Later, you will have the opportunity to ask questions during the question and answer session. To register to ask a question at any time, please press star and one on your telephone keypad. Please note this call is being recorded. We are standing by if you should need any assistance. It is now my pleasure to turn the meeting over to Chief Financial Officer Steve Nicola. Please go ahead.

Thank you, Nikki, and good morning. I'm Steve Nicola, Chief Financial Officer of Matthews, and with me today is Joe Bartolese, our company's President and Chief Executive Officer, and Dan Stopar, our incoming Chief Financial Officer, beginning December 1. Before we start, I would like to remind you that our earnings release was posted on the company's website, www.matw.com. in the Investors section last night. The presentation for our call can also be accessed in the Investors section of the website under Presentations. Any forward-looking statements in connection with this discussion are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Factors that could cause the company's results to differ from those discussed today are set forth in the company's annual report on Form 10-K and other public filings with the SEC. In addition, we will be discussing non-GAAP financial metrics and encourage you to read our disclosures and reconciliation tables carefully as you consider these metrics. In connection with any forward-looking statements and non-GAAP financial information, please read the disclaimer included in today's presentation materials located on our website. Now, I will turn the call over to Joe.

Thank you, Steve. Good morning. Thanks for joining us today to discuss the financial results for Matthew's fiscal 2025 fourth quarter and 2025 year end. Before sharing our solid results for the fourth quarter, I want to take a step back on our strategic progress. Earlier this year, we laid out several objectives. Simplify our corporate structure, expand our work in higher growth and higher margin businesses, and reduce our costs. I am proud to say that we have taken decisive actions throughout the year to deliver against each of those goals. I would like to spend a few minutes elaborating on our progress across each of these buckets. The divestiture of SGK and warehouse automation at compelling valuations have clearly simplified our story. In selling SGK, we retained a 40% stake in the new company, Propelis, that is outperforming expectations. Thus, we expect to reap a significant benefit when we exit this business, which is likely over the next 18 to 24 months. From a commercial perspective, the market response to Propelis has been very favorable. Propelis is now operating at an EBITDA run rate significantly higher than the $100 million that was assumed at the time the deal was closed. After a period of consolidation post-COVID, CPGs are realizing the need to innovate in order to strengthen their brands. Thus, the Propeller's core packaging business is having a strong performance. Plus, given our new scale, we are seeing opportunities on the marketing side of the business that neither business had the scale to deliver on before the transaction. Note that over $50 million of synergies are yet to be executed with a significant portion of those synergies to be delivered next year. We expect this to be a highly favorable transaction. Once we exit, we will have significantly delivered our business, putting us in a position to further increase shareholder value. Building on this, last week we announced an agreement to sell our warehouse automation unit to Duravant LLC, a global leader in engineered equipment and automation solutions. Under the deal terms, Matthews will receive $230 million, comprised of $223 million in cash consideration, plus the assumption of certain liabilities. After taxes, fees, and payments of other liabilities, we expect that $160 million will be applied to debt reduction, significantly reducing our total debt. We believe this to be a highly attractive transaction as well that enables us to further reduce our debt position and strengthen our balance sheet as we work towards our long-term target of two and a half times, while enhancing our ability to pursue additional strategic initiatives. The value of our warehouse automation business was highly underappreciated by the market, but this transaction reflects its true value. At over three times revenue and 15 times adjusted EBITDA, This transaction was very accretive. Assuming that HSR approval is secured within the customary 30-day period, we expect the transaction to close before the end of December. To further simplify our operating structure, we also expect to complete a few smaller transactions, including the sale of our sour acid packaging and Cellifex GmbH in the near term. We continue to actively evaluate other strategic portfolio opportunities assisted by J.P. Morgan, and we will update you accordingly. As I'll discuss in more detail shortly, across our business segments, we have made important growth investments to better position the company for long-term success. The Dodge acquisition is delivering even better than expected results in memorialization, and in October, we acquired substantially all the assets of Keystone Memorials. a wholesale manufacturer of granite materials in Georgia. This highly strategic investment provides equipment, 22 acres of property, and 30,000 square foot production facility in Elberton, Georgia, that will enable us to produce personal mausoleums, a growing segment of the market. In the industrial technology segment, we launched our new printhead, Axion, in October, and I'm pleased to report the initial response from the market has been overwhelmingly positive. In addition, we have continued advancing efficiency actions, resulting in a reduction of full-year corporate costs on a year-over-year basis of $8.5 million. In addition, we reduced our debt by $66 million. Finally, from a governance perspective, we have put in place meaningful adjustments to enhance accountability. We declassified our board and removed supermajority voting requirements. And on Wednesday, we announced the appointment of Michael Nauman as Matthew's chairman of the board. Michael succeeds Alvaro Garcia-Tunan, who will retire as chairman and from the board when his term expires at our annual meeting. Michael's extensive technical expertise, M&A experience, and leadership come at a transformative time for Matthews as we focus on long-term value creation for our shareholders. We look forward to the contributions that Michael will bring to the board as chairman. Turning to our fourth quarter performance, we're very pleased with the company's results. We had a strong finish to the year in a challenging economic environment driven by improved year-over-year performance in our memorialization and warehouse automation business units. Additionally, we saw the benefits of our focus on reducing corporate and other non-operating costs, which added to our strong operating results. From an EBITDA and adjusted earnings per share perspective, our results were higher for the quarter than prior year when you exclude the impact of the SDK divestiture, a strong performance. Let's move on to the specific business units, beginning with memorialization, which reported higher revenues and adjusted EBITDA on a year-over-year basis. As we reported in May, the Dodge acquisition contributed significantly to our performance in the fourth quarter. We're very pleased with the progress they are making on the integration process as synergies are being captured ahead of plan. Additionally, we are preparing to initiate cross-selling activities and expect this acquisition to be a strong contributor to revenues and EBITDA in fiscal 2026. As for industrial technologies, Revenues were lower year over year, reflective of our ongoing challenges in the engineering business. In warehouse automation, we capitalized on the market recovery underway and strong order rates to drive strong revenues and adjusted EBITDA in Q4. This strong performance is reflected in the robust market interest and valuation we received for this business. With respect to our product identification business, Building on my earlier comments about the launch of Axiom, we also received GS1 certification as the only jetting unit able to meet 2D code quality standards, which can be read at speeds we believe that no other competitor has achieved. This is yet another key differentiator for this novel technology. GS1 certification is the global standard for adoption of the 2D codes, which are beginning to be required across the world. In the current environment, Tariffs have impacted all of our businesses, and for the most part, we have been successful in mitigating these costs by passing along higher prices. This remains a volatile topic, as you all are aware, but the team has so far done excellent work in managing in this difficult environment. Finally, moving on to the engineering business segment. Let me first provide an update regarding our proprietary dry battery electrode technology. For almost two years, We have been in a prolonged dispute with Tesla addressing their false ownership claims arising from our proprietary advanced rotary processing and calendaring offerings, frequently referred to as the all-in-one solution for the dry battery electrodes. We have already successfully prevailed in numerous rulings against Tesla in recent years. Notably, however, I am at a slight disadvantage speaking in any form about the details of our dispute as I cannot further explain components of the litigation given certain matters have been or are being addressed through confidential arbitration. That said, Tesla's vigorous efforts to claim ownership rights in our solutions, solutions that we have been working on and refining with our German engineering team for over two decades, further confirm our position that our proprietary technology is highly valuable and sought after. Specifically, many partners continue to show keen interest in our DBE offerings. Consistent with prior rulings, I remain confident we will maintain our ownership rights in our proprietary DBE technology. Indeed, certain rulings have already reinforced matthew's long-standing leadership in the design development and manufacturing of continuous process machinery for battery electrode production including our proprietary dry battery electrode solution with respect to business activity for the engineering business during the quarter we received an order for a production scale for a U.S.-based solid-state battery manufacturer, which we hope will be one of many delivered as this novel technology comes to market. DBE is considered the best solution for solid-state batteries given the lack of solvents in the production process. We expect as more companies come to market with solid-state solutions, interest in our proprietary technology will continue to grow. Also in December, we will engage with domestic energy solutions provided to prove our equipment's efficacy for a $50 million U.S.-based opportunity for a battery separated line, another product in our energy storage portfolio. We expect this opportunity will convert to an order in early fiscal 2026 as the customer works towards securing supply agreements. Our pipeline of opportunities remain steady with quotes in excess of 150 million, and we expect to announce more orders in 2026. Looking ahead with regards to the energy business, we are exploring multiple partnerships with several industry participants. Our intent is to partner with others who can help us expand adoption of this technology around the globe. We are open to partnering directly on projects as well as looking for direct investments into the business. This will not be an immediate event, but has been one of the focuses of our strategic alternatives efforts. Finally, concluding with a few comments, looking forward to 2026. We believe a full year contribution from the Dodge acquisition will enable memorialization to grow in fiscal 2026. Additional cost reduction actions at the engineering business are planned for next year to mitigate any further decline in the business as we work towards converting several opportunities into orders. Based on these factors, and inclusive of our 40% interest in propellers, we expect our justity but their guidance to be at least $180 million for fiscal 2026. Recognize that we will have multiple transition services agreements in place from various divestitures, which will limit our ability to take more significant action to reduce our overhead. But we are working on and expect corporate costs to be materially lower after the expiration of those agreements. Finally, Our evaluation of strategic alternatives is continuing. However, we will be prudent in making decisions focused on achieving appropriate value for our shareholders. Like we have demonstrated by the sale of our warehouse and automation business and the merger of SGK, we know what the true values of our businesses are, and we will be patient in our process. Now I'll turn it over to Steve for a discussion.

Thank you, Joe. Before starting the financial review, I want to give a reminder on the financial reporting with respect to SGK. As you are aware, the divestiture of SGK closed on May 1, 2025, and as such, our consolidated financial information reflects the financial results of the SGK business through the closing date. As part of the transaction, the company receives a 40% ownership interest in the newly formed entity, Propelis Group. Please note that, as a result of the integration process of Propelis Group and transition to its own standalone reporting systems, our 40% portion of the financial results of Propelis will be reported on a one-quarter lag. As a result, except as otherwise noted, the consolidated financial information discussed today only includes our 40% interest in the financial results of Propelis for the months of May and June 2025. Similarly, our financial statements to be included in the annual report on Form 10-K will only reflect our portion of the results of Propelis for May and June 2025. However, in Joe's remarks in the press release yesterday, we provided our adjusted EBITDA results for fiscal 2025, inclusive of estimated Propelis results for July through September 2025, for your reference. Now let's begin the financial review with slide seven. For the fiscal 2025 fourth quarter, the company reported a net loss of $27.5 million, or 88 cents per share, compared to $68.2 million, or $2.21 per share, a year ago. The change primarily reflected significant restructuring charges a year ago, including a goodwill write-down, compared to litigation costs and other restructuring costs and asset write downs for the current quarter. Consolidated sales for the fiscal 2025 fourth quarter were $319 million compared to $447 million a year ago. The decrease primarily reflected the divestiture of the SGK business on May 1, 2025. The consolidated sales impact of the SGK divestiture was approximately $120 million for the current quarter. Sales for the industrial technology segment were lower for the quarter, offset partially by higher sales for the memorialization segment. Consolidated adjusted EBITDA for the fiscal 2025 fourth quarter was $51.5 million compared to $58.1 million a year ago. The decline primarily reflected the SGK divestiture. The memorialization segment reported higher adjusted EBITDA and corporate and other non-operating costs were lower for the quarter, which were partially offset by a decline in adjusted EBITDA for the engineering business. On a non-GAAP adjusted basis, net income attributable to the company for the current quarter was $15 million, or 50 cents per share, compared to $16.6 million, or 55 cents per share last year. The decline primarily reflected the impact of the SGK divestiture. With respect to propellers, Based on preliminary financial projections that were provided to us, their current estimate of adjusted EBITDA for July through September 2025 was $32.2 million. Please note that these projections are unaudited and subject to review and as a result may change. Our 40% portion of this amount would be $12.9 million. Accordingly, adjusting for the impact of the three-month lag, The company's consolidated adjusted EBITDA for the fiscal 2025 fourth quarter would have approximated $57 million compared to the $58.1 million generated a year ago. Please see the reconciliations of adjusted EBITDA and non-GAAP adjusted earnings per share provided in our earnings release. Please move to slide eight to review our segment results. Sales for the memorialization segment for the fiscal 2025 fourth quarter were $209.7 million, compared to $196.8 million for the same quarter a year ago. Acquisitions, primarily Dodge, contributed sales of approximately $11 million to the current quarter, which were offset partially by the disposition of the European cremation equipment business. Higher sales volumes for bronze memorials and inflationary price increases also contributed to the improvement of the segment sales. Granite memorials and casket sales volumes declined, primarily resulting from lower U.S. casketed deaths. Additionally, granite memorial sales a year ago were favorably impacted by the working down of backlogs that had accumulated during the pandemic. Cremation equipment and related sales were also lower than a year ago. Memorialization segment adjusted EBITDA for the current quarter was $45.1 million compared to $40.5 million for the same quarter last year. The increase primarily resulted from the benefit of inflationary price realization and cost savings initiatives offset partially by the impact of higher material costs. Acquisitions and the disposition of the unprofitable European cremation equipment business also contributed to the increase the segments adjusted EBITDA please move to slide nine sales for the industrial technology segment for the fiscal 2025 fourth quarter were 93 million dollars compared to 113.9 million dollars a year ago the decline mainly resulted from lower sales for the segment's engineering business the decline was offset partially by higher sales for the warehouse automation business In addition, the shutdown of the unprofitable automotive business contributed to the segment's year-over-year sales decline. Changes in foreign currency rates had a favorable impact of $3.4 million on the segment's current quarter sales compared to a year ago. Adjusted EBITDA for the industrial technology segment for the current quarter was $11 million compared to $15.9 million for the same quarter a year ago. The decrease primarily resulted from the impact of lower engineering sales, offset partially by the segment's cost reduction actions in its engineering business, and the impact of higher warehouse automation sales. Please move to slide 10. Sales for the brand solution segment were $16.2 million for the quarter ended September 30, 2025, compared to $135.9 million a year ago. Sales for the current quarter consisted of the segment's European packaging operations. The decrease resulted from the divestiture of the SGK business on May 1, 2025, which had an impact of approximately $120 million for the quarter. Adjusted EBITDA for the brand solution segment was $7.4 million for the current quarter, compared to $17.3 million a year ago. The current quarter mainly reflects the company's 40% interest in Propelis, as our European packaging business reported relatively breakeven results, which was generally consistent with the same quarter a year ago. The decrease in the segments adjusted EBITDA resulted from the divestiture of the SGK business. Please move to slide 11. Cash flow provided by operating activities for the fiscal 2025 fourth quarter was $10.3 million compared to $35.9 million a year ago. For the fiscal year ended September 30, 2025, cash flow used in operating activities was $23.6 million compared to cash provided by operating activities of $79.3 million last year. Cash costs in connection with acquisitions and divestitures, litigation, and restructuring of the German operations, and the unfavorable working capital impact related to the Tesla project were the significant factors in the operating cash flow decline for the current year. Outstanding debt at September 30, 2025 was $711 million, and net debt, which represents debt less cash, was $678 million. Net debt declined modestly for the fiscal 2025 fourth quarter. The company's net leverage ratio at September 30, 2025, based on trailing 12 months adjusted EBITDA, was 3.6. With the pending sales of our warehouse automation business and our European packaging and tooling business, both of which are expected to close in the early part of fiscal 2026, we expect significant reduction in our debt levels. Net cash proceeds from the warehouse automation sale, net of income taxes, and other costs are projected to be $160 million. This business has a relatively low tax basis and is predominantly a U.S.-based business. Net proceeds from the sale of the European packaging and tooling business are projected to approximate $30 million. The buyer is assuming pension and certain other obligations with the transactions. For the fiscal 2025 fourth quarter, the company purchased 5,262 shares under its stock repurchase program at an average cost of $20.33 per share. These repurchases were solely related to withholding tax obligations for vested equity compensation. For the year ended September 30, 2025, the company repurchased approximately 568,000 shares at an average cost of $21.54 per share. Finally, the Board declared this week an increase in the quarterly dividend to 25.5 cents per share on the company's common stock. This represents the 32nd consecutive annual dividend increase since becoming a publicly traded company. The dividend is payable December 15, 2025 to stockholders of record December 1, 2025. This concludes the financial review, and we will now open the call for any questions.

Thank you. And if you would like to ask a question, press star 1 on your keypad. To leave the queue at any time, press star 2. Once again, that is star and 1 to ask a question. We'll take our first question from Colin Rush with Oppenheimer. Please go ahead. Your line is open.

Thanks so much, guys. Congratulations on the progress with the customers on the battery side. Can you talk a little bit about the opportunity set when you think about solid state and ultracapacitors, given what we're seeing with data center power needs and power buffering? Are you seeing any incremental interest on the ultracapacitor side or changes in chemistry that may be more attuned to some of the stationary power application rather than the mobile applications?

Certainly, Colin. Thank you. Good to talk to you. You know a lot more about the energy storage business than many of our investors do, and that's important because factually you're absolutely correct. The reality is that our dry battery electrode technology applies far more than just the energy that goes into a vehicle, whether it's ultracapacitors who we're having multiple discussions with or whether it's for storage capacity for anything from data centers to anything else. The customer I referred to that is looking at a $50 million order next year is exactly that. It is storage. It is not for automobiles. So we're seeing increased interest. The technology is highly valuable and focused on any type of energy storage, and we're looking to expand upon that opportunity every way we love.

And then with the strategic review, you know, you've been able to divest a number of businesses. You're, you know, potentially in a more flexible cash situation. You know, how should we think about M&A and augmenting some of the technology portfolio that you guys have a really solid foundation with here as you look at some of these bigger opportunities starting to emerge in a more concrete way?

Well, right now, Colin, we're focused on reducing our debt and we're going to get that in line. And we have a target here of coming at two and a half or better when we look at our debt, the exit of SGK will clearly, clearly put us well below that target. We're very comfortable being there. As I said in my comments, that will open up the opportunities for strategic initiatives. And whether it be on the energy side, whether it be on the memorialization side or the execution of our new printheads, we will look at it diligently and try to be prudent about that decision as we go forward. Imminently, though, we do not have anything on the table that we'd be focused on as we try to get out the door what we do have. There's a lot on our plate right now, folks, with three transition services agreements, divestitures happening, restructuring associated with that. We have enough on our plate right now to deal with, and I would say in the near term, we're focused solely on debt.

Perfect. Thanks so much.

Thank you. Our next question comes from Liam Burke with B Reilly Securities. Please go ahead. Your line is open.

Yes, thank you. Good morning, Joe. Good morning, Steve. Good morning, Liam. Joe, you called out a firm order, and then you also called quantified another potential order. You also quoted pipeline opportunities. Are your customers less reticent to start working with you, even though the Tesla lawsuit has not been completely resolved yet?

I would say that they're not less reticent as much as they're more dependent on the market environments in which they operate. And when it comes to EV, there is overcapacity on the battery side. We are looking at a fairly significant opportunity, we believe, in the European market where one of our potential customers has had success and is looking at the building of a new factory over there. When we look at solid state, that's another completely different market. Smaller volumes at this point in time, but higher, let's call it efficiency when it comes to the battery itself. The, as Colin mentioned earlier, when included in there are some opportunities when we look at ultracapacitors, another form of energy storage. So I would tell you, Liam, they're not so much worried as much that as they are in making sure they have market opportunities.

Fair enough. And on memorialization, cremation, is that still, how is that doing?

The business itself or the trend? The business itself was doing fine. We are, as Steve mentioned in his comments, we sold our underperforming European business, which had been a drag for us for a while. We had shut down our, many of you may know, we have a facility in Apopka, Florida. From an efficiency standpoint, we looked at opportunities on the West Coast, to be able to support that market more locally. We have shut down that facility, integrating that also into Apopka. We still have room for improvement in the business, but it continues to operate at a pretty good rate.

Great. Thank you, Joe.

Thank you. We will move next with Don Moore with CJS Securities. Please go ahead.

Hi, this is Willem for Dan. Can you provide an update on beta testing for the new PrintHead solution? What are the key steps before you can commercialize it more broadly, and how should we think about the TAM for that product over the next two to three years?

So, I mean, key steps, it's in market. So we will start the deliveries here in December. Recognize that we had literally two trade shows where our booth was overwhelmed, both with competitors as well as with customers. comments like this is finally a finally an alternative to continuous inkjet the the 2d code thing that I mentioned on my call getting gs1 certification is big but we're still early in the process so the steps that we are going through right now is we have limited chips So we will begin that process of selling that, but it will be a limited amount. The market TAM that we're going after is over $2 billion. I don't need to have a lot of that TAM to be successful for this part of our business. So I'm looking forward to where this goes, and we'll continue to refine the yield that we're receiving on the chips as we move forward. So multiple steps to really creating the value that this opportunity is for us.

Thank you. And looking at the balance sheet, the $300 million in 8 and 5-8 bonds aren't due for another two years. What are your options to call or refinance early if you were to choose to do so?

Well, we're in a call period right now. That started October 1st. And so that'll last, obviously, through the end of the term of the bonds. So as you would expect with the proceeds that we're seeing from some of the divestitures, not only the SGK divestiture that's closed, but the warehouse divestiture and the packaging and tooling that are pending. Looking at that 5 and 5H bond is something that is definitely on our radar in terms of evaluating the alternatives for it.

Thank you.

Thank you.

Our next question comes from Justin Bergner with Gabelli Funds. Please go ahead. Your line is open.

Good morning, Joe. Good morning, Steve. Good morning, Justin. Good morning, Justin.

Just to start, could you elaborate the solid state opportunities for energy storage? Which end markets are those primarily feeding?

So I'll give you an example. We're not going to name the names of the customer that we received the order for. They have demonstrated the capacity for motorcycles as an example. But imagine anything from small appliances to larger vehicles. I think if you spoke to people that are highly focused on the energy space, they would expect solid-state to be long-term. the solution for all batteries, but I think we're still a while away. At the end of the day, the application of solid-state, better density, lighter weight, more safety, a faster charge, all of the things that have been the challenges to adoption is addressed by solid-state.

Okay, thank you for that. When you say there's excess capacity in the battery side as it relates to the automotive opportunity for energy storage. Is what you're saying effectively that even though you have a better solution with the wet, I guess, capacity already installed, you need to see incremental capacity before customers come to you independent of the legal dynamics?

Well, clearly, as capacity expands, and more importantly, as capacity localized, meaning whether it's produced in North America. Right now, China has an overcapacity of battery production capabilities. But as both governments and clients demand localized support, that will change the demand for it as well. But depending on your projections on what battery needs will be over time, we're only scratching the surface. of where total capacity for batteries needs to be. I mean, adoption rates are going to determine that, but if you believe what you hear, the trend towards electrification is only just beginning. It's just where we are today relative to adoption of EVs and other energy storage solutions. that is EVs and other energy users like that, that our current capacity is overcapacity. So what I'm saying in my comment is not necessarily that we have to wait for expansion. We have to wait also for localization and also have to kind of deal with the fact that the economics of our solution are better. And as they amortize existing footprints, we can make an easier discussion about replacing their current technology with new technology.

Does that make sense to you? Okay, thank you for that.

Yeah. And then just the certification for the new chip head, chip product ID solution, what is the significance of that certification?

It's massive because GS1 certification, if you think about, I'll try to put it in the simplest terms. So when barcodes came out, you had multiple different readers and everybody had their own solutions. GS1 certification is the standardization so that there'd be one reader capability and one standard for adoption across. So now we all have one standardized reader that allows many manufacturers to produce it. Our equipment today is the only equipment that allows that reader to read at speeds that allow them to remain at current levels. When you walk into a Walmart, I'll give you an example. When you walk into a Walmart, you can scan self-service yourself, and it doesn't really matter to you how long that reader takes to read that barcode. But when you have what they call professional scanners, I mean, those are the people standing behind the cash register and actually taking your orders and running them through. If you notice how fast they swipe it, that is critical for efficiency at a retailer. The retailers demand that standard in order to be effective. Our technology, because of our ability to print in multiple sizes, and that's the biggest, we can produce at multiple size prints. with highly, highly defined marks are the only ones that can operate at the speed. So you can swipe just as fast as you do with a barcode.

Gotcha. All right, and then one last cleanup question, if I may. So you mentioned 160 million net proceeds from warehouse automation and 30 million of net proceeds from European packaging and tooling, both the close and the first quarter. Just how much liability reduction should we also factor in, whether it's pension or securitized receivables on top of that 160 and 30?

Yeah, with respect to the packaging and tooling business, Justin, that number is going to be close to $10 million. And with respect to the warehouse automation business, that's a little less than $10 million. That's the difference between the 230 and the 223 million.

Yeah, so it's already included in our calculation. The net of 160 is what we expect to apply.

Okay, so the 160 would be the debt reduction, but then there'd be, I guess, the 7 million or a little bit less than 10 million of liability reduction on top of that?

That's right. So again, if I just quickly run through the math, 230 was the total value about 7 million of assumed liabilities so the cash portion was 223 million and then there's a significant tax bite out of that plus transaction fees and some other costs that take it down to 160. great thank you for taking all my questions you're welcome thank you

At this time, there are no further questions in queue. I will now turn the meeting back to Mr. Nicola for final comments.

Okay, thank you very much. I'm going to take this off of Steve for a second before he kind of closes out here. For those of you that have been fortunate enough to hear Mr. Nicola speak for the last 20-odd years, many of you know that Steve has announced his retirement effective here December 1st. So on behalf of Matthews International Corporation, its board of directors, and its shareholders, I want to thank Steve for his over 25 years of service to this corporation and to its shareholders, and I wish him well in his retirement. So I'll turn it over to Steve to close it, but then say goodbye.

All right. Thank you, Joe, and thank you, everyone, for listening and your support all these years. So have a wonderful day and a great weekend.

Take care.

Thank you. This brings us to the end of today's meeting.

We appreciate your time and participation. You may now disconnect.