<PAGE>
<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For The Quarterly Period Ended March 31, 1997
Commission File Nos. 0-9115 and 0-24494
MATTHEWS INTERNATIONAL CORPORATION
(Exact Name of registrant as specified in its charter)
PENNSYLVANIA 25-0644320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
TWO NORTHSHORE CENTER, PITTSBURGH, PA 15212-5851
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 442-8200
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:
Class of Common Stock Outstanding at April 30, 1997
Class A - $1.00 par value 6,465,171 shares
Class B - $1.00 par value 2,073,992 shares
<PAGE>
<PAGE> 2 PART I - FINANCIAL INFORMATION
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
March 31, 1997 September 30, 1996
-------------- ------------------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 10,273,814 $ 12,418,718
Short-term investments 1,115,045 3,079,084
Accounts and notes receivable, net 29,603,077 26,158,666
Inventories:
Materials and finished goods $11,585,804 $10,424,521
Labor and overhead in process 803,044 879,593
Supplies 532,415 669,080
---------- ----------
12,921,263 11,973,194
Other current assets 1,995,093 2,130,556
---------- ----------
Total current assets 55,908,292 55,760,218
Investments 31,115,696 35,333,326
Property, plant and equipment: Cost 70,074,945 63,492,651
Less accumulated depreciation (27,621,616) (26,169,878)
---------- ----------
42,453,329 37,322,773
Deferred income taxes and other assets 11,883,408 13,569,805
Goodwill 15,232,846 11,425,587
----------- -----------
Total assets $156,593,571 $153,411,709
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Long-term debt, current maturities 1,469,291 270,092
Accounts payable 4,914,118 6,049,732
Accrued compensation 6,965,010 8,536,221
Accrued income taxes 1,775,331 963,886
Customer prepayments 3,066,701 3,069,904
Other current liabilities 6,178,523 6,021,095
---------- ----------
Total current liabilities 24,368,974 24,910,930
Long-term debt 3,241,343 -
Estimated finishing costs 3,047,765 2,954,299
Postretirement benefits 20,676,982 21,005,067
Other liabilities 2,358,502 2,082,370
Shareholders' equity:
Common stock: Class A, par value $1.00 6,749,718 6,039,542
Class B, par value $1.00 2,333,780 3,043,956
Other shareholders' equity 93,816,507 93,375,545
---------- ----------
102,900,005 102,459,043
----------- -----------
Total liabilities and shareholders' equity $156,593,571 $153,411,709
=========== ===========
/TABLE
<PAGE>
<PAGE> 3
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
------------------------- --------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $ 45,427,408 $ 42,791,474 $ 88,010,203 $ 83,976,824
Cost of sales 25,190,209 23,819,715 48,909,586 46,421,717
---------- ---------- ---------- ----------
Gross Profit 20,237,199 18,971,759 39,100,617 37,555,107
Selling and
administrative expenses 12,351,992 12,125,473 24,601,652 24,256,568
---------- ---------- ---------- ----------
Operating profit 7,885,207 6,846,286 14,498,965 13,298,539
Investment income 626,940 687,265 1,231,359 1,146,656
Interest expense (14,334) (46,337) (26,364) (67,696)
Other income
(deductions), net (185,397) 5,728,085 (281,201) 5,673,319
Minority interest (81,369) - (81,369) -
---------- ---------- ---------- ----------
Income before income taxes 8,231,047 13,215,299 15,341,390 20,050,818
Income taxes 3,218,054 5,839,254 6,023,989 8,428,784
---------- ---------- ---------- ----------
Net income $ 5,012,993 $ 7,376,045 $ 9,317,401 $ 11,622,034
========== ========== ========== ==========
Earnings per share $ .58 $ .83 $ 1.07 $ 1.31
===== ===== ===== =====
Dividends per share $ .08 $ .07 $ .16 $ .14
===== ===== ===== =====
Weighted average number
of common shares
outstanding 8,663,327 8,880,821 8,702,452 8,867,762
========= ========= ========= =========
</TABLE>
<PAGE>
<PAGE> 4
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
March 31,
--------------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 9,317,401 $ 11,622,034
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,700,291 4,761,738
Deferred taxes 208,135 258,312
Net increase in certain working capital items (4,483,005) (671,665)
(Increase) decrease in other noncurrent assets 1,470,614 (127,266)
Increase in estimated finishing costs 93,466 211,312
Increase (decrease) in other liabilities 450,339 (409,551)
Increase (decrease) in postretirement benefits (328,085) 411,718
(Gain) loss on sales of property, plant and equipment 82,281 (233,145)
Net (gain) loss on investments (35,959) 38,802
Gain on sale of subsidiary - (9,409,058)
Effect of exchange rate changes on operations (283,598) (329,898)
---------- ----------
Net cash provided by operating activities 9,191,880 6,123,333
---------- ----------
Cash flows from investing activities:
Acquisitions of property, plant and equipment (3,364,619) (2,327,439)
Acquisitions, net of cash acquired (3,892,198) (3,482,330)
Proceeds from disposals of property,
plant and equipment 14,920 428,867
Investments (952,961) (42,568,977)
Proceeds from disposition of investments 7,206,173 5,176,200
Proceeds from sale of subsidiary - 13,070,853
Collections on loans to officers and employees 280,777 951,931
---------- ----------
Net cash used in investing activities (707,908) (28,750,895)
---------- ----------
Cash flows from financing activities:
Payments on long-term debt (2,052,365) (215,192)
Proceeds from the sale of treasury stock 776,625 108,250
Purchases of treasury stock (7,736,276) (1,075,000)
Dividends paid (1,382,596) (1,250,731)
---------- ----------
Net cash used in financing activities (10,394,612) (2,432,673)
---------- ----------
Effect of exchange rate changes on cash (234,264) 94,094
---------- ----------
Net decrease in cash and cash equivalents $(2,144,904) $(24,966,141)
========== ==========
Supplemental Cash Flow Information:
Cash paid during the period for:
Interest $ 26,364 $ 67,696
Income Taxes 4,894,978 5,269,205
</TABLE>
<PAGE> 5
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
Note 1. Nature of Operations
Matthews International Corporation, founded in 1850 and incorporated in
Pennsylvania in 1902, is a designer, manufacturer and marketer principally of
custom-made products which are used to identify people, places, products and
events. The Company's products and operations are comprised of three business
segments: Bronze, Graphic Systems and Marking Products. The Bronze segment
is a leading manufacturer of cast bronze memorial products, crematories and
cremation-related products. The Graphic Systems segment manufactures and
provides custom identification-related products, pre-press services and
imaging systems used by the corrugated and flexible packaging industries. The
Marking Products segment designs, manufactures and distributes a wide range of
equipment and consumables used by customers to mark or identify various
consumer and industrial products, components and packaging containers. The
Company has sales and manufacturing facilities in the United States, Canada,
Australia and Sweden as well as sales and distribution operations in France
and the United Kingdom.
Note 2. Basis of Presentation
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information for commercial and industrial companies and the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for fair presentation have been included. Operating results for the
three-month and six-month periods ended March 31, 1997 are not necessarily
indicative of the results that may be expected for the fiscal year ending
September 30, 1997. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended September 30, 1996.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Note 3. Income Taxes
The income tax provision for the period is based on the effective tax rate
expected to be applicable for the full year. The difference between the
estimated effective tax rate of 39.3% and the Federal statutory rate of 35%
primarily reflects the impact of state and foreign income taxes.
<PAGE>
<PAGE> 6
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
MARCH 31, 1997
Note 4. Acquisition
On January 31, 1997, Matthews International Corporation acquired 50% of Tukaiz
Litho, Inc.("Tukaiz"), a Chicago-based pre-press and pre-media firm. The
remaining 50% will continue to be owned by the existing president and chief
executive officer of Tukaiz. The transaction was structured as an asset
purchase with the purchase price consisting of $4.0 million cash and the
assumption of a 50% interest, approximately $4.0 million, in certain of the
liabilities of Tukaiz. The parties have each contributed their respective 50%
interests into a newly-formed Illinois limited liability company, Tukaiz
Communications, L.L.C. Matthews also provided the new company with
subordinated convertible debt of $5.5 million. Matthews has accounted for
this acquisition using the purchase method and, accordingly, has recorded the
acquired assets and liabilities at their estimated fair values at the date of
acquisition. The excess of the purchase price over the fair value of the net
assets was recorded as goodwill to be amortized on a straight-line basis over
25 years. The accounts of Tukaiz have been included in the consolidated
financial statements of Matthews.
Note 5. Supplemental Cash Flow Information
On March 25, 1996, the Company issued 213,862 shares of authorized Class A
common stock, with a value of $5.4 million, in connection with the acquisition
of Industrial Equipment and Engineering Company, Inc.
Note 6. Reclassifications
Certain amounts in the 1996 consolidated financial statements have been
reclassified to conform to the current year presentation.
<PAGE>
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The following table sets forth certain income statement data of the Company
expressed as a percentage of net sales for the periods indicated.
Six months ended Years ended
March 31, September 30,
---------------- --------------------
1997 1996 1996 1995 1994
---- ---- ---- ---- ----
Sales 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit 44.4 44.7 44.6 44.8 45.1
Operating profit 16.5 15.8 15.6 14.7 15.1
Income before income taxes 17.4 23.9 19.5 15.0 14.9
Net income 10.6 13.8 11.8 9.3 8.8
Sales for the six months ended March 31, 1997 were $88.0 million and were
$4.0 million, or 4.8%, higher than sales of $84.0 million for the first six
months of fiscal 1996. The increase for the first six months of fiscal 1997
reflected higher sales in the Company's Bronze and Graphic Systems segments.
Bronze segment sales were up 17% over the first half of fiscal 1996, primarily
reflecting higher volume of memorial products as well as sales by Industrial
Equipment and Engineering Company, Inc. ("IEEC") of crematories and
cremation-related products. Fiscal 1997 revenues of IEEC, which was acquired
in March 1996, also reflected sales of All Crematory Corporation, which was
acquired in August 1996. Sales for the Bronze segment increased over the
prior year despite the absence of Sunland Memorial Park, Inc. (the Company's
only cemetery/mortuary facility) which was sold in January 1996. Graphic
Systems segment sales for the six months ended March 31, 1997 increased 8%
over the same period last year principally due to the acquisition of a 50%
interest in Tukaiz Litho, Inc. ("Tukaiz") on January 31, 1997 (See
"Acquisition"). Marking Products sales for the first six months of fiscal
1997 declined approximately 19% from the first six months of fiscal 1996. The
decrease in sales for Marking Products resulted from the sale of the segment's
label printer application business in September 1996 and the Company's
decision in September 1996 to liquidate its German subsidiary. The label
printer application business had historically produced marginal results for
the Company and the German subsidiary had accumulated significant losses
during the past few years.
Gross profit for the six months ended March 31, 1997 was $39.1 million, or
44.4% of sales, compared to $37.6 million, or 44.7% of sales, for the first
six months of fiscal 1996. The increase of $1.5 million, or 4.1%, was
attributable to higher gross profits in the Bronze and Graphic Systems
segments. Bronze gross profit improved as a result of higher sales of
memorial products and increased sales from IEEC. Gross profit for the Graphic
Systems segment increased as a result of the acquisition of Tukaiz and gross
profit for the Marking Products segment declined from the first half of fiscal
1996 as a result of lower sales.
<PAGE> 8
Selling and administrative expenses for the six months ended March 31, 1997
were $24.6 million, representing an increase of $345,000, or 1.4%, over
$24.3 million for the first six months of fiscal 1996. Selling and
administrative expenses for the Bronze segment increased over the first half
of fiscal 1996 reflecting the additions of IEEC and All Crematory Corporation.
Graphic Systems expenses also increased for the period reflecting higher
selling costs and the acquisition of Tukaiz. These increases were offset by
reductions in Marking Products selling and administrative costs with the
disposition of the label printer application business and the liquidation of
the German subsidiary.
Operating profit for the six months ended March 31, 1997 was $14.5 million and
was $1.2 million, or 9.0%, higher than the first six months of fiscal 1996.
Operating profit for the Bronze segment was higher for the period reflecting
the increase in sales. Operating profit for the Marking Products segment also
improved principally as a result of the disposition of the label printer
application business and the liquidation of the German subsidiary. Operating
profit of the Graphic Systems segment declined slightly from the same period a
year ago reflecting increased selling and administrative costs. However, the
segment's operating profit for the fiscal 1997 second quarter improved from
the same period a year ago as a result the acquisition of Tukaiz.
Consolidated operating profit for the first six months of fiscal 1997 also
reflected the favorable impact of changes to the retiree medical plan which
were approved by the Board of Directors in September 1996. These changes,
which provide additional plan options while limiting future Company
contributions to retiree benefits, have reduced net periodic postretirement
benefit cost from the prior year. This reduction was partially offset by
costs associated with the Company's implementation of a 401(k) employee
savings plan and related Company contributions.
Investment income for the first six months of fiscal 1997 was $1.2 million,
compared to $1.1 million for the first six months of fiscal 1996. The
increase reflects a higher average cash and investment position during the
current period and a higher rate of return as a result of a shift in the
Company's investments in December 1995 to short-term and intermediate-term
securities of the U.S. government and its agencies and corporate obligations.
These investments are designed to improve the investment rate of return on the
Company's excess cash position while maintaining a sufficient degree of
liquidity for future cash needs.
Interest expense for the six months ended March 31, 1997 was approximately
$26,000, compared to $68,000 for the first six months of fiscal 1996.
Interest expense principally relates to the Company's capital lease
obligations.
Other income (deductions), net for the six months ended March 31, 1997
represented a net reduction to pre-tax income of $281,000 compared to a net
increase of $5.7 million for the first six months of fiscal 1996. Other
income for the first six months of fiscal 1996 reflected a $9.4 million
pre-tax gain on the sale of Sunland Memorial Park, Inc. This gain was
partially offset by the write-off of the remaining goodwill with respect to
the Company's investment in its Swedish subsidiary and a charge for certain
other non-operating expenses during the period.
The Company's effective tax rate for the first six months of fiscal 1997 was
39.3%, compared to 39.6% for the year ended September 30, 1996. The
difference between the Company's effective tax rate and the Federal statutory
rate of 35% primarily reflects the impact of state and foreign income taxes.
<PAGE> 9
Liquidity and Capital Resources
Net cash provided by operating activities was $9.2 million for the six months
ended March 31, 1997, compared to $6.1 million for the first six months of
fiscal 1996. The increase in operating cash flow for the current period
principally reflected the improvement in operating profit over the prior year.
Cash used in investing activities was approximately $708,000 for the six
months ended March 31, 1997 compared to $28.8 million for the same period a
year ago. Investing activities for the first six months of fiscal 1997
primarily reflected the acquisition of Tukaiz (See "Acquisition"), capital
expenditures of $3.4 million and net proceeds from investment activities of
$6.3 million.
Investing activities for the six months ended March 31, 1996 included capital
expenditures of $2.3 million; the acquisition of IEEC for 213,862 shares of
authorized Matthews Class A common stock (approximately $5.4 million) and
$3.6 million cash; the purchase of 40% of the common stock of Applied
Technology Developments, Ltd. for $1.6 million; and investments of
$35.8 million in short-term and intermediate-term securities of the U.S.
government and its agencies and corporate obligations. Investing activities
for the six months ended March 31, 1996 also included the sale of the
Company's cemetery and mortuary facility in Arizona for $13.1 million.
Capital spending for property, plant and equipment has averaged approximately
$5.1 million for the last three fiscal years. The capital budget of the
Company for fiscal 1997 is $8.8 million. The Company expects to generate
sufficient cash from operations to fund all anticipated capital spending
projects.
Cash used in financing activities for the six months ended March 31, 1997 was
$10.4 million which included net treasury stock purchases totaling
$7.0 million and dividends of $1.4 million. The Company paid dividends of
$.08 per share in each of the first two quarters of fiscal 1997. In
March 1997, the Company announced that the Board of Directors approved a
continuation of its limited stock repurchase program. The original stock
repurchase program announced in May 1996 for 500,000 has been substantially
completed. The second program authorizes the Company to purchase up to an
additional 500,000 shares of its Class A and Class B common stock. The
buy-back program is designed to increase shareholder value and enlarge the
Company's holdings of its Class A and Class B common stock for retention in
treasury, use in acquisitions or reissuance to employees or other purchasers.
In addition, financing activities included payments on long-term debt of
$2.1 million. In connection with the acquisition of Tukaiz, the Company
assumed 50% of certain liabilities which included capital lease obligations
totaling $4.5 million and bank borrowings of $2.1 million. The bank
borrowings were repaid from the $5.5 million intercompany debt provided from
Matthews to Tukaiz.
Cash used in financing activities in the first six months of fiscal 1996 was
$2.4 million, consisting principally of treasury stock purchases of
$1.0 million and dividends of $1.3 million. The Company paid dividends of
$.07 per share in each of the first two quarters of fiscal 1996.
<PAGE>
<PAGE> 10
The Company currently has available lines of credit of approximately
$11 million. There were no outstanding borrowings on any of the Company's
lines of credit at March 31, 1997. At March 31, 1997 and September 30, 1996
and 1995, the Company's current ratio was 2.3, 2.2 and 3.5, respectively. The
Company had cash and cash equivalents at March 31, 1997 and September 30, 1996
of $10.3 million and $12.4 million, respectively. Net working capital at
March 31, 1997 was $31.5 million. The Company believes that its current
liquidity sources, combined with its operating cash flow and additional
borrowing capacity, will be sufficient to meet its capital needs for the next
12 months.
Acquisition
On January 31, 1997, Matthews International Corporation acquired 50% of Tukaiz
Litho, Inc.("Tukaiz"), a leading Chicago-based pre-press and pre-media firm.
A pre-press firm prepares art or digital files for printing or reproduction.
The remaining 50% will continue to be owned by the existing president and
chief executive officer of Tukaiz. The transaction was structured as an asset
purchase with the purchase price consisting of $4.0 million cash and the
assumption of a 50% interest, approximately $4.0 million, in certain of the
Company's liabilities. The parties have each contributed their respective 50%
interests into a newly-formed Illinois limited liability company, Tukaiz
Communications, L.L.C. Matthews also agreed to provide the new company with
subordinated convertible debt of $5.5 million. Matthews has accounted for
this acquisition using the purchase method and, accordingly, has recorded the
acquired assets and liabilities at their estimated fair values at the date of
acquisition. The excess of the purchase price over the fair value of the net
assets was recorded as goodwill to be amortized on a straight-line basis over
25 years.
Tukaiz has annual sales of approximately $16.5 million and is headquartered in
Franklin Park, Illinois. The combination of the Company's Graphic Systems
business and Tukaiz is designed to create a leader in the graphics industry,
providing a unique array of pre-press and pre-media services to ad agencies,
manufacturers, printers and publishers. These services include creative
design, audio, video, animation, multimedia, digital photography, web site
service and on-demand digital printing.
<PAGE>
<PAGE> 11
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Shareholders of Matthews International Corporation
was held on February 22, 1997. Total shares eligible for vote at such meeting
were:
Class A Common Stock (one vote per share) 6,148,784 shares
Class B Common Stock (ten votes per share) 2,581,977 shares
The matters voted upon at such meeting were as follows:
1. Election of Directors:
The following individuals were nominated for election to the Board of
Directors for terms expiring at the Annual Meeting of Shareholders in the
year as set forth below. The nominations were made by the Board of
Directors and no other nominations were made by any shareholder. The
nominees had currently been members of the Board of Directors at the date
of the Annual Meeting.
Votes
-----------------------------
Term Withhold
Nominee Expiration For Authority
------- ---------- ----------- -----------
G.D. Barefoot 2000 24,424,835 1,589,024
T.N. Kennedy 2000 25,022,965 990,894
W.J. Stallkamp 2000 25,427,315 586,544
The terms of the following additional directors continued after the
meeting: D.M. Kelly, W.A. Coates, D.J. DeCarlo, J.P. O'Leary, Jr., and
J.L. Parker.
2. Adoption of Amendments to the 1992 Stock Incentive Plan:
At its meeting held December 13, 1996, the Board of Directors adopted
and recommended for shareholder approval amendments to the 1992 Stock
Incentive Plan. The shareholders voted to adopt these amendments.
Votes For: 21,351,788
Votes Against: 3,324,426
Abstaining: 699,974
Broker Non-Votes: 637,671
3. Selection of Auditors:
The shareholders voted to ratify the appointment by the Board of
Directors of Coopers & Lybrand as independent certified public
accountants to audit the records of the Company for the year ending
September 30, 1997.
Votes For: 25,566,088
Votes Against: 176,992
Abstaining: 270,779
<PAGE>
<PAGE> 12
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following Exhibits to this report are filed herewith or incorporated
by reference:
Exhibit
No. Description
------- -----------
10.1 Asset Purchase Agreement among TKZ Holding Corp., Tukaiz
Litho, Inc. and Michael Vitallo, incorporated by reference
to Exhibit No. 10.1 to Form 10-Q for the quarter ended
December 31, 1996
10.2 Membership Interest Agreement among TKZ Holding Corp.,
Tukaiz Litho, Inc., Frank Defino, Sr. and Tukaiz
Communications, L.L.C., incorporated by reference to
Exhibit No. 10.2 to Form 10-Q for the quarter ended
December 31, 1996
10.3 Subordinated Convertible Note from Tukaiz
Communications, L.L.C. in favor of Venetian
Investment Corporation, incorporated by reference to
Exhibit No. 10.3 to Form 10-Q for the quarter ended
December 31, 1996
10.4 Operating Agreement of Tukaiz Communications, L.L.C. between
TKZ Holding Corp. and Tukaiz Litho, Inc., incorporated by
reference to Exhibit No. 10.4 to Form 10-Q for the quarter
ended December 31, 1996
11 Computation of Earnings Per Share, filed herewith
27 Financial Data Schedule, filed herewith (via EDGAR)
(b) Reports on Form 8-K
None
<PAGE>
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MATTHEWS INTERNATIONAL CORPORATION
(Registrant)
Date 5/12/97 D.M. Kelly
------------- -----------------------------------------
D.M. Kelly, Chairman of the Board,
President and Chief Executive Officer
Date 5/12/97 E.J. Boyle
------------- -----------------------------------------
E. J. Boyle, Vice President, Accounting &
Finance - Secretary and Treasurer
<PAGE>
<PAGE>
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE
FOR THE SIX MONTHS ENDED MARCH 31, 1997 AND 1996
----------
1997 1996
---- ----
1. Net income $ 9,317,401 $11,622,034
2. Weighted average number of
common shares outstanding
during the period 8,702,452 8,867,762
3. Shares issuable upon exercise
of dilutive stock options
outstanding during period,
based on higher of average
or period-end values 206,532 183,656
4. Weighted average number of
common shares outstanding
during the period, assuming
full dilution (2 + 3) 8,908,984 9,051,418
5. Primary earnings per share
(1 divided by 2) $ 1.07 $ 1.31
6. Fully diluted earnings per share
(1 divided by 4) $ 1.05 $ 1.28
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q FOR THE SIX-MONTH PERIOD ENDED
MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> MAR-31-1997
<CASH> $ 10,273,814
<SECURITIES> 1,115,045
<RECEIVABLES> 29,603,077
<ALLOWANCES> 0
<INVENTORY> 12,921,263
<CURRENT-ASSETS> 55,908,292
<PP&E> 70,074,945
<DEPRECIATION> 27,621,616
<TOTAL-ASSETS> 156,593,571
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0
0
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<CGS> 48,909,586
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</TABLE>
