<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, 1998
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 (pre-split) of each of the issuer's classes
of common stock, as of the latest practicable date:
Class of Common Stock Outstanding at April 30, 1998
Class A - $1.00 par value 6,650,492 shares
Class B - $1.00 par value 1,498,871 shares
<PAGE>
<PAGE> 2 PART I - FINANCIAL INFORMATION
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
March 31, 1998 September 30, 1997
-------------- ------------------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 18,128,291 $ 19,958,712
Short-term investments 5,642,239 3,090,507
Accounts receivable 30,761,602 30,054,396
Inventories:
Materials and finished goods $10,380,581 $10,482,503
Labor and overhead in process 855,084 803,815
Supplies 374,765 479,887
---------- ----------
11,610,430 11,766,205
Other current assets 1,789,235 2,219,631
---------- ----------
Total current assets 67,931,797 67,089,451
Investments 23,252,217 30,771,594
Property, plant and equipment: Cost 74,347,647 72,231,128
Less accumulated depreciation (31,517,505) (29,747,385)
---------- ----------
42,830,142 42,483,743
Deferred income taxes and other assets 12,600,856 12,316,481
Goodwill 19,261,282 16,543,121
----------- -----------
Total assets $165,876,294 $169,204,390
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Long-term debt, current maturities 780,257 850,533
Accounts payable 5,963,690 5,854,582
Accrued compensation 10,139,869 11,244,999
Accrued income taxes 3,790,214 2,999,511
Customer prepayments 8,082,774 8,892,467
Other current liabilities 7,199,094 6,204,991
---------- ----------
Total current liabilities 35,955,898 36,047,083
Long-term debt 1,842,668 2,151,413
Estimated finishing costs 3,537,748 3,309,098
Postretirement benefits 20,476,484 20,676,282
Other liabilities 3,590,300 2,854,439
Shareholders' equity:
Common stock: Class A, par value $1.00 13,981,200 13,769,718
Class B, par value $1.00 4,185,796 4,397,278
Other shareholders' equity 82,306,200 85,999,079
---------- ----------
100,473,196 104,166,075
----------- -----------
Total liabilities and shareholders' equity $165,876,294 $169,204,390
=========== ===========
/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,
------------------------- --------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $ 51,563,344 $ 45,427,408 $101,003,798 $ 88,010,203
Cost of sales 28,528,462 25,190,209 56,737,480 48,909,586
---------- ---------- ----------- ----------
Gross Profit 23,034,882 20,237,199 44,266,318 39,100,617
Selling and
administrative expenses 14,148,285 12,351,992 27,763,402 24,601,652
---------- ---------- ----------- ----------
Operating profit 8,886,597 7,885,207 16,502,916 14,498,965
Investment income 626,389 626,940 1,294,719 1,231,359
Interest expense (91,081) (14,334) (177,902) (26,364)
Other income
(deductions), net (7,657) (185,397) 103,974 (281,201)
Minority interest (207,303) (81,369) (478,675) (81,369)
---------- ---------- ----------- ----------
Income before income taxes 9,206,945 8,231,047 17,245,032 15,341,390
Income taxes 3,603,124 3,218,054 6,742,947 6,023,989
---------- ---------- ----------- ----------
Net income $ 5,603,821 $ 5,012,993 $ 10,502,085 $ 9,317,401
========== ========== =========== ==========
Basic earnings per share $ .34 $ .29 $ .64 $ .54
===== ===== ===== =====
Diluted earnings per share $ .33 $ .28 $ .62 $ .52
===== ===== ===== =====
Dividends per share $.0425 $ .04 $ .085 $ .08
===== ===== ===== =====
</TABLE>
<PAGE>
<PAGE> 4
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
March 31,
--------------------------
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $10,502,085 $ 9,317,401
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,763,153 2,700,291
Deferred taxes (791,263) 208,135
Net (increase) decrease in working capital items 251,409 (4,483,005)
Decrease in other noncurrent assets 464,358 1,470,614
Increase in estimated finishing costs 228,650 93,466
Increase in other liabilities 433,400 450,339
Decrease in postretirement benefits (199,798) (328,085)
(Gain) loss on sales of property, plant and equipment (78,900) 82,281
Net (gain) loss on investments 25,277 (35,959)
Effect of exchange rate changes on operations 152,102 (283,598)
---------- ----------
Net cash provided by operating activities 14,750,473 9,191,880
---------- ----------
Cash flows from investing activities:
Acquisitions of property, plant and equipment (3,026,901) (3,364,619)
Proceeds from disposals of property,
plant and equipment 331,164 14,920
Acquisitions, net of cash acquired (4,300,026) (3,892,198)
Investments (893,611) (952,961)
Proceeds from disposition of investments 6,041,275 7,206,173
Collections on loans to officers and employees 253,007 280,777
---------- ----------
Net cash used in investing activities (1,595,092) (707,908)
---------- ----------
Cash flows from financing activities:
Payments on long-term debt (800,951) (2,052,365)
Proceeds from the sale of treasury stock 2,130,410 776,625
Purchases of treasury stock (14,436,759) (7,736,276)
Dividends paid (1,465,301) (1,382,596)
---------- ----------
Net cash used in financing activities (14,572,601) (10,394,612)
---------- ----------
Effect of exchange rate changes on cash (413,201) (234,264)
---------- ----------
Net decrease in cash and cash equivalents $(1,830,421) $(2,144,904)
========== ==========
Supplemental Cash Flow Information:
Cash paid during the period for:
Interest $ 177,902 $ 26,364
Income Taxes 6,677,969 4,894,978
</TABLE>
<PAGE>
<PAGE> 5
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
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 printing plates, pre-press services and imaging systems for 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
and containers. The Company has sales and manufacturing facilities in the
United States, Australia, Canada, Sweden 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, 1998 are not necessarily
indicative of the results that may be expected for the fiscal year ending
September 30, 1998. 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, 1997.
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 39.1% 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, 1998
Note 4. Earnings Per Share
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
------------------------- --------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Numerator:
Net income $ 5,603,821 $ 5,012,993 $10,502,085 $ 9,317,401
========= ========= ========== =========
Denominator:
Weighted average common
shares outstanding 16,431,434 17,326,653 16,533,645 17,404,903
Dilutive securities,
primarily stock options 403,820 413,064 453,706 413,064
---------- ---------- ---------- ----------
Diluted weighted average
common shares outstanding 16,835,254 17,739,717 16,987,351 17,817,967
========== ========== ========== ==========
Basic earnings per share $ .34 $ .29 $ .64 $ .54
=== === ==== ====
Diluted earnings per share $ .33 .28 $ .62 $ .52
=== === ==== ====
</TABLE>
Note 5. Stock Split
On May 5, 1998, the Board of Directors declared a two-for-one stock split on
the Company's Class A and Class B common stock in the form of a 100% stock
distribution. The stock distribution is payable June 2, 1998 to shareholders
of record on May 15, 1998. Shareholders' equity has been adjusted for all
periods presented to give retroactive recognition to the stock split by
reclassifying from additional paid-in capital and retained earnings to common
stock the par value of the additional shares arising from the split. All per
share amounts and numbers of shares have been adjusted in this report to
reflect the stock split.
Note 6. Supplemental Cash Flow Information
Non-cash transactions for the period included contributions of property, plant
and equipment valued at $715,000 and assumed liabilities, principally long-term
debt and capital lease obligations, of $413,000 in the formation of Mavrick
Cutting Dies, Inc., a 60%-owned subsidiary, on October 1, 1997.
<PAGE>
<PAGE> 7
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
MARCH 31, 1998
Note 7. Acquisitions
On October 1, 1997, the Company acquired for $480,000 cash the assets of
Western Plasti-Type Co. ("Western"). On November 4, 1997, the Company acquired
the common stock of Allied Reprographics, Inc. ("Allied") for $700,000 cash.
Both Western and Allied are printing plate manufacturers located in Denver,
Colorado. On November 3, 1997, the Company acquired for $1,400,000 cash the
assets of Palomar Packaging, Inc. ("Palomar"), a manufacturer of printing
plates and steel-rule cutting dies, located near San Diego, California. An
additional amount up to $880,000 may be payable for Palomar during the
five-year period from the acquisition date contingent on the attainment of
certain operating performance levels. On February 20, 1998, the Company
acquired for $1,600,000 cash certain assets of S&N Graphics, Inc., a St. Louis,
Missouri manufacturer of printing plates and other marking devices.
The Company has accounted for these acquisitions using the purchase method and,
accordingly, recorded the acquired assets and liabilities at their estimated
fair values at the acquisition dates. The excess of the purchase price over
the fair value of the net assets has been recorded as goodwill to be amortized
on a straight-line basis over 25 years.
<PAGE>
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement:
The following discussion should be read in conjunction with the consolidated
financial statements and footnotes thereto included in this Quarterly Report
on Form 10-Q and the Company's Annual Report on Form 10-K for the year ended
September 30, 1997. Any forward-looking statements contained herein are
included pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known
and unknown risks and uncertainties that may cause the Company's actual results
in future periods to be materially different from management's expectations.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove correct. Factors that could cause the Company's
results to differ materially from the results discussed in such forward-looking
statements principally include economic, competitive and technological factors
beyond the Company's control.
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,
------------------ --------------------
1998 1997 1997 1996 1995
---- ---- ---- ---- ----
Sales 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit 43.8 44.4 44.1 44.6 44.8
Operating profit 16.3 16.5 16.3 15.6 14.7
Income before income taxes 17.1 17.4 17.1 19.5 15.0
Net income 10.4 10.6 10.4 11.8 9.3
Sales for the six months ended March 31, 1998 were $101.0 million and were
$13.0 million, or 14.8%, higher than sales of $88.0 million for the first six
months of fiscal 1997. The sales increase for the first half of fiscal 1998
resulted from higher sales in the Company's Graphic Systems and Bronze
segments. Sales for the Graphic Systems segment were up over 50% from the
first six months of fiscal 1997 as a result of acquisitions completed during
the past fifteen months. In fiscal 1997, the Company purchased a 50% interest
in Tukaiz Communications L.L.C. (January 1997) and acquired 100% of the common
stock of Carolina Repro-Graphic (May 1997). Fiscal 1998 acquisitions as of
March 31, 1998 included Western Plasti-Type Co. (October 1997), Allied
Reprographics, Inc. (November 1997), Palomar Packaging, Inc. (November 1997),
and S&N Graphics, Inc. (February 1998). See "Acquisitions" for further
discussion. Bronze segment sales for the first six months of fiscal 1998
increased approximately 8% from the same period a year ago as a result of
higher unit volume. The higher level of sales for the current period reflected
an increase in sales of bronze products, cremation equipment and granite
products. Marking Products segment sales for the six months ended March 31,
1998 decreased 15% from the same period a year ago. The decline, which was
expected, resulted from the sale of the segment's distribution operations in
Australia (August 1997) and France (February 1998), both of which had
historically produced marginal results for the Company.
<PAGE> 9
Results of Operations, continued:
Gross profit for the six months ended March 31, 1998 was $44.3 million, or
43.8% of sales, compared to $39.1 million, or 44.4% of sales, for the first six
months of fiscal 1997. The increase in gross profit of $5.2 million, or 13.2%,
resulted from higher sales in the Graphic Systems and Bronze segments. Marking
Products gross profit for the six months ended March 31, 1998 declined from the
prior period primarily as a result of the sale of the segment's distribution
operations in Australia and France. Consolidated gross profit as a percent of
sales for the first six months of fiscal 1998 was slightly lower than the same
period a year ago principally due to a change in product mix.
Selling and administrative expenses for the six months ended March 31, 1998
were $27.8 million, representing an increase of $3.2 million, or 12.9%, over
$24.6 million for the first six months of fiscal 1997. The increase in selling
and administrative expenses from the prior period principally resulted from the
acquisitions by the Graphic Systems segment during the past fifteen months.
Partially offsetting this increase was a reduction in Marking Products selling
and administrative costs with the sale of the segment's distribution operations
in Australia and France. Selling and administrative expenses were 27.5% of
sales for the first six months of fiscal 1998 compared to 27.9% for the same
period a year ago.
Operating profit for the six months ended March 31, 1998 was $16.5 million and
was $2.0 million, or 13.8%, higher than the first six months of fiscal 1997.
The increase in the Company's operating profit for the current period reflected
increases in all three of the Company's business segments. Operating profit
for the Graphic Systems segment increased significantly over the prior period
as a result of the Company's acquisitions. Bronze segment operating profit for
the six months ended March 31, 1998 also increased over the same period a year
ago reflecting higher sales volume. Operating profit for the Marking Products
segment improved slightly for the quarter despite the sale of the segment's
distribution operations in Australia and France. The improvement resulted from
higher sales combined with lower selling and administrative costs in the
segment's North American operations.
Investment income for the six months ended March 31, 1998 was $1.3 million,
compared to $1.2 million for the first six months of fiscal 1997. The increase
reflected a higher rate of return on investments during the current period.
Interest expense for the six months ended March 31, 1998 was $178,000, compared
to $26,000 for the same period a year ago. Interest expense principally
related to the Company's capital lease obligations. Other income (deductions),
net for the first six months of fiscal 1998 represented a net increase to
pre-tax income of $104,000 compared to a net reduction of $281,000 for the
first half of fiscal 1997. The current period primarily reflected gains on the
sale of various fixed assets.
Minority interest for the six months ended March 31, 1998 related to the
Company's 50%-owned affiliate, Tukaiz Communications L.L.C., which was acquired
in January 1997.
<PAGE>
<PAGE> 10
Results of Operations, continued:
The Company's effective tax rate for the six months ended March 31, 1998 was
39.1%, compared to 39.2% for the year ended September 30, 1997. 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.
Liquidity and Capital Resources
Net cash provided by operating activities was $14.8 million for the six months
ended March 31, 1998, compared to $9.2 million for the first six months of
fiscal 1997. Operating cash flow for both periods primarily reflected net
income for the respective quarters adjusted for depreciation and amortization
and the payment of year-end compensation and profit distribution accruals.
Cash used in investing activities was approximately $1.6 million for the six
months ended March 31, 1998 compared to $708,000 for the same period a year
ago. Investing activities for the current period included the acquisitions of
Western Plasti-Type Co. ($480,000), Allied Reprographics, Inc. ($700,000),
Palomar Packaging, Inc. ($1.4 million) and S&N Graphics, Inc. ($1.6 million).
See "Acquisitions" for further discussion. In addition, investing activities
for the six months ended March 31, 1998 included capital expenditures of
$3.0 million and proceeds from the net disposition of investments of
$5.1 million. Investing activities for the first six months of fiscal 1997
primarily included capital expenditures of $3.4 million, the purchase of a 50%
interest in Tukaiz Communications L.L.C. and the net disposition of investments
during the period of $6.3 million. Capital spending for property, plant and
equipment has averaged approximately $5.8 million for the last three fiscal
years. The capital budget of the Company for fiscal 1998 is $10.9 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, 1998 was
$14.6 million consisting of net treasury stock purchases of $12.3 million,
dividends of $1.5 million and repayments under the Company's capital lease
agreements of $801,000. Cash used in financing activities for the six months
ended March 31, 1997 was $10.4 million consisting of net treasury stock
purchases ($7.0 million), dividends ($1.4 million) and capital lease repayments
($2.0 million). The Company currently has available lines of credit of
approximately $13 million. There were no outstanding borrowings on any of the
Company's lines of credit at March 31, 1998.
On April 29, 1998, Matthews announced that the Board of Directors approved a
continuation of the Company's stock repurchase program. Previously, the Board
had approved repurchasing a total of one million shares (pre-split). This
program has been substantially completed. The current authorization allows
Matthews to purchase up to an additional 500,000 shares (pre-split) of the
Company's Class A and Class B common stock. The buy-back program is designed
to increase shareholder value, enlarge the Company's holdings of its Class A
and Class B common stock, and add to earnings per share. Repurchased shares
may be retained in treasury, utilized for acquisitions or reissued to employees
or other purchasers.
<PAGE>
<PAGE> 11
Liquidity and Capital Resources, continued:
At March 31, 1998 and September 30, 1997 and 1996, the Company's current ratio
was 1.9, 1.9 and 2.2, respectively. The Company had cash and cash equivalents
at March 31, 1998 and September 30, 1997 of $18.1 million and $20.0 million,
respectively. Net working capital at March 31, 1998 was $32.0 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.
Stock Split
On May 5, 1998, the Board of Directors declared a two-for-one stock split on
the Company's Class A and Class B common stock in the form of a 100% stock
distribution. The stock distribution is payable June 2, 1998 to shareholders
of record on May 15, 1998. Shareholders' equity has been adjusted for all
periods presented to give retroactive recognition to the stock split by
reclassifying from additional paid-in capital and retained earnings to common
stock the par value of the additional shares arising from the split. All per
share amounts and numbers of shares have been adjusted in this report to
reflect the stock split.
Acquisitions
On October 1, 1997, the Company acquired for $480,000 cash the assets of
Western Plasti-Type Co. ("Western"). On November 4, 1997, the Company acquired
the common stock of Allied Reprographics, Inc. ("Allied") for $700,000 cash.
Both Western and Allied are printing plate manufacturers located in Denver,
Colorado. On November 3, 1997, the Company acquired for $1.4 million cash the
assets of Palomar Packaging, Inc. ("Palomar"), a manufacturer of printing
plates and steel-rule cutting dies, located near San Diego, California. An
additional amount up to $880,000 may be payable for Palomar during the
five-year period from the acquisition date contingent on the attainment of
certain operating performance levels. On February 20, 1998, the Company
acquired for $1,600,000 cash certain assets of S&N Graphics, Inc., a St. Louis,
Missouri manufacturer of printing plates and other marking devices.
The acquisitions of Western and Allied are designed to provide Matthews with
a presence in the Colorado and surrounding markets which were not previously
served by the Company. The acquisition of Palomar is designed to increase
Matthews' presence in the growing marketplace for packaged products in southern
California and northern Mexico. The acquisition of S&N Graphics, Inc. is
designed to increase Matthews' share of the St. Louis marketplace for prepress
and printing plates in the flexible and corrugated packaging industries. The
Company has accounted for these acquisitions using the purchase method and,
accordingly, recorded the acquired assets and liabilities at their estimated
fair values at the acquisition dates. The excess of the purchase price over
the fair value of the net assets has been recorded as goodwill to be amortized
on a straight-line basis over 25 years.
<PAGE>
<PAGE> 12
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 21, 1998. Total shares (pre-split) eligible for vote at
such meeting were:
Class A Common Stock (one vote per share) 6,455,811 shares
Class B Common Stock (ten votes per share) 1,806,502 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
------- ---------- ----------- -----------
D.J. DeCarlo 2001 18,074,988 543,625
R.J. Kavanaugh 2001 18,072,926 545,687
J.P. O'Leary, Jr. 2001 18,510,020 108,593
The terms of the following additional directors continued after the
meeting: D.M. Kelly, G.D. Barefoot, T.N. Kennedy, J.L. Parker and
W.J. Stallkamp. Mr. W.A. Coates, who served on the Board since 1992,
retired from the Board effective February 21, 1998.
2. 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, 1998.
Votes For: 18,483,232
Votes Against: 65,305
Abstaining: 70,076
<PAGE>
<PAGE> 13
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following Exhibits to this report are filed herewith:
Exhibit
No. Description
------- -----------
11 Computation of Earnings Per Share
27 Financial Data Schedule (via EDGAR)
(b) Reports on Form 8-K
None
<PAGE>
<PAGE> 14
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 5/15/98 D.M. Kelly
------------- -----------------------------------------
D.M. Kelly, Chairman of the Board,
President and Chief Executive Officer
Date 5/15/98 E.J. Boyle
------------- -----------------------------------------
E. J. Boyle, Vice President, Accounting &
Finance, Treasurer and Secretary
<PAGE>
<PAGE>
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
EXHIBIT 11 - COMPUTATION OF EARNINGS PER SHARE
FOR THE SIX MONTHS ENDED MARCH 31, 1998 AND 1997
----------
1998 1997
---- ----
1. Net income $10,502,085 $ 9,317,401
2. Weighted average number of
common shares outstanding
during the period 16,533,645 17,404,903
3. Dilutive securities, primarily
shares issuable upon exercise
of stock options outstanding
during period, based on higher
of average or period-end values 453,706 413,064
4. Weighted average number of
common shares outstanding
during the period, assuming
dilution (2 + 3) 16,987,351 17,817,967
5. Basic earnings per share
(1 divided by 2) $ .64 $ .54
6. Diluted earnings per share
(1 divided by 4) $ .62 $ .52
On May 5, 1998, the Board of Directors declared a two-for-one stock split on
the Company's Class A and Class B common stock in the form of a 100% stock
distribution. The stock distribution is payable June 2, 1998 to shareholders
of record on May 15, 1998. All per share amounts and numbers of shares have
been adjusted in this report to reflect the stock split.
<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, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> MAR-31-1998
<CASH> $ 18,128,291
<SECURITIES> 5,642,239
<RECEIVABLES> 30,761,602
<ALLOWANCES> 0
<INVENTORY> 11,610,430
<CURRENT-ASSETS> 67,931,797
<PP&E> 74,347,647
<DEPRECIATION> 31,517,505
<TOTAL-ASSETS> 165,876,294
<CURRENT-LIABILITIES> 35,955,898
<BONDS> 0
0
0
<COMMON> 18,166,996
<OTHER-SE> 82,306,200
<TOTAL-LIABILITY-AND-EQUITY> 165,876,294
<SALES> 101,003,798
<TOTAL-REVENUES> 101,003,798
<CGS> 56,737,480
<TOTAL-COSTS> 56,737,480
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 177,902
<INCOME-PRETAX> 17,245,032
<INCOME-TAX> 6,742,947
<INCOME-CONTINUING> 10,502,085
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,502,085
<EPS-PRIMARY> .64
<EPS-DILUTED> .62
</TABLE>
