<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, 2000
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, 2000
Class A - $1.00 par value 13,258,019 shares
Class B - $1.00 par value 2,196,612 shares
<PAGE>
<PAGE> 2
PART I - FINANCIAL INFORMATION
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
March 31, 2000 September 30, 1999
-------------- ------------------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 20,246,750 $ 31,531,686
Short-term investments 1,259,363 147,114
Accounts receivable 45,427,914 45,949,743
Inventories: Materials and finished goods $ 15,495,498 $ 14,883,879
Labor and overhead in process 1,472,521 1,212,485
Supplies 324,810 304,113
---------- ----------
17,292,829 16,400,477
Other current assets 2,823,495 2,862,341
---------- ----------
Total current assets 87,050,351 96,891,361
Investments 14,451,169 11,312,730
Property, plant and equipment: Cost 92,953,253 89,777,983
Less accumulated depreciation (43,162,018) (39,107,236)
---------- ----------
49,791,235 50,670,747
Deferred income taxes and other assets 13,836,076 13,639,723
Goodwill, net of accumulated amortization 49,447,773 53,163,011
----------- -----------
Total assets $214,576,604 $225,677,572
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Long-term debt, current maturities 4,550,721 7,604,443
Accounts payable 10,679,721 9,798,531
Accrued compensation 13,291,026 18,127,646
Accrued income taxes 3,153,479 818,324
Customer prepayments 5,909,981 6,825,149
Other current liabilities 10,066,231 19,117,031
---------- ----------
Total current liabilities 47,651,159 62,291,124
Long-term debt 12,334,614 14,144,038
Estimated finishing costs 4,197,811 4,059,837
Postretirement benefits 19,199,249 19,513,936
Other liabilities 11,605,256 11,046,706
Shareholders' equity:
Common stock 18,166,996 18,166,996
Retained earnings 163,759,282 152,098,622
Accumulated other comprehensive income (loss) (6,494,752) (3,970,000)
Notes receivable (23,009) (54,800)
Treasury stock, at cost (55,820,002) (51,618,887)
----------- -----------
119,588,515 114,621,931
----------- -----------
Total liabilities and shareholders' equity $214,576,604 $225,677,572
=========== ===========
</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,
------------------------- --------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $ 65,979,186 $ 58,588,219 $129,518,927 $115,029,707
Cost of sales 35,338,443 33,430,573 70,854,309 66,413,563
---------- ---------- ----------- -----------
Gross profit 30,640,743 25,157,646 58,664,618 48,616,144
Selling and
administrative expenses 18,132,137 14,597,770 35,770,285 29,357,013
---------- ---------- ----------- -----------
Operating profit 12,508,606 10,559,876 22,894,333 19,259,131
Investment income 373,310 349,206 828,987 787,799
Interest expense (411,378) (113,312) (819,647) (235,882)
Other income
(deductions), net (13,750) (22,038) (33,964) (54,014)
Minority interest (741,753) (179,342) (1,149,860) (223,188)
---------- ---------- ----------- -----------
Income before income taxes 11,715,035 10,594,390 21,719,849 19,533,846
Income taxes 4,600,509 4,169,192 8,522,046 7,693,529
---------- ---------- ----------- -----------
Net income $ 7,114,526 $ 6,425,198 $ 13,197,803 $ 11,840,317
========== ========== =========== ===========
Basic earnings per share $ .46 $ .40 $ .85 $ .74
===== ===== ===== =====
Diluted earnings per share $ .45 $ .39 $ .83 $ .72
===== ===== ===== =====
Dividends per share $.0475 $ .045 $ .095 $ .09
===== ===== ===== =====
</TABLE>
<PAGE>
<PAGE> 4
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
March 31,
--------------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 13,197,803 $ 11,840,317
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 6,230,786 4,655,925
Change in deferred taxes 5,326 (360,601)
Changes in working capital items (5,783,499) (10,431,578)
Increase in other assets (218,074) (329,420)
Increase in estimated finishing costs 137,974 466,276
Increase in other liabilities 558,550 316,633
Decrease in postretirement benefits (314,687) (321,902)
Loss on sale of property, plant and equipment 30,538 29,314
Net loss on investments 74,481 67,642
Effect of exchange rate changes on operations (995,297) (74,328)
---------- ----------
Net cash provided by operating activities 12,923,901 5,858,278
---------- ----------
Cash flows from investing activities:
Capital expenditures (4,262,901) (8,309,113)
Proceeds from sales of property, plant and equipment 16,360 132,108
Acquisitions, net of cash acquired (5,798,892) (730,368)
Purchases of investment securities (6,486,565) (372,347)
Proceeds from disposition of investment securities 2,012,386 4,218,890
Collections on loans to officers and employees 31,791 164,675
---------- ----------
Net cash used in investing activities (14,487,821) (4,896,155)
---------- ----------
Cash flows from financing activities:
Proceeds from long-term debt - 3,021,117
Payments on long-term debt (3,259,626) (393,268)
Proceeds from the sale of treasury stock 95,921 188,750
Purchases of treasury stock (4,358,737) (4,638,561)
Dividends (1,475,442) (1,432,400)
---------- ----------
Net cash used in financing activities (8,997,884) (3,254,362)
---------- ----------
Effect of exchange rate changes on cash (723,132) (55,893)
---------- ----------
Net decrease in cash and cash equivalents $(11,284,936) $ (2,348,132)
========== ==========
</TABLE>
<PAGE>
<PAGE> 5
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
Note 1. Nature of Operations
Matthews International Corporation ("Matthews"), 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, Graphics Imaging and Marking Products. The
Bronze segment is a leading manufacturer of cast bronze memorials and other
memorialization products, crematories and cremation-related products and is a
leading builder of mausoleums in the United States. The Graphics Imaging
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 for identifying various consumer and industrial
products, components and packaging containers.
The Company has manufacturing and marketing facilities in the United States,
Australia, Canada, Germany, Italy and Sweden.
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, 2000 are not necessarily
indicative of the results that may be expected for the fiscal year ending
September 30, 2000. 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, 1999.
The consolidated financial statements include all majority-owned foreign and
domestic subsidiaries. The consolidated financial statements also include the
accounts of the Company's 50%-owned affiliates, Tukaiz Communications, L.L.C.,
O.N.E. Color Communications, L.L.C. and, effective April 1, 1999, S+T GmbH &
Co. KG. All intercompany accounts and transactions have been eliminated.
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.
<PAGE>
<PAGE> 6
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
MARCH 31, 2000
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 39.2% and the Federal statutory rate of 35%
primarily reflects the impact of state income taxes.
Note 4. Earnings Per Share
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
------------------------- --------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 7,114,526 $ 6,425,198 $13,197,803 $11,840,317
========== ========== ========== ==========
Weighted average common
shares outstanding 15,536,606 15,931,434 15,583,051 15,962,162
Dilutive securities,
primarily stock options 310,786 431,858 341,048 433,134
---------- ---------- ---------- ----------
Diluted weighted average
common shares outstanding 15,847,392 16,363,292 15,924,099 16,395,296
========== ========== ========== ==========
Basic earnings per share $ .46 $ .40 $ .85 $ .74
==== ==== ==== ====
Diluted earnings per share $ .45 .39 $ .83 $ .72
==== ==== ==== ====
</TABLE>
Note 5. Segment Information
The Company is organized into three business segments based on products and
services. The segments, which are Bronze, Graphics Imaging and Marking
Products, are described under Nature of Operations (Note 1). Management
evaluates segment performance based on operating profit (before income taxes)
and does not allocate non-operating items such as investment income, interest
expense, other income (deductions),net and minority interest.
<PAGE>
<PAGE> 7
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
MARCH 31, 2000
Note 5. Segment Information, continued
Information about the Company's segments follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
------------------------- --------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales to external customers:
Graphics Imaging $ 22,320,204 $ 20,641,615 $ 44,872,586 $ 40,220,978
Marking Products 8,353,266 7,357,717 16,585,642 15,163,394
Bronze 35,305,716 30,588,887 68,060,699 59,645,335
----------- ----------- ----------- -----------
$ 65,979,186 $ 58,588,219 $129,518,927 $115,029,707
=========== =========== =========== ===========
Operating profit:
Graphics Imaging $ 2,536,250 $ 1,891,647 $ 4,299,801 $ 2,924,125
Marking Products 1,266,224 692,387 2,878,059 1,921,996
Bronze 8,706,132 7,975,842 15,716,473 14,413,010
----------- ----------- ----------- -----------
$ 12,508,606 $ 10,559,876 $ 22,894,333 $ 19,259,131
=========== =========== =========== ===========
</TABLE>
Note 6. Comprehensive Income
Comprehensive income consists of net income adjusted for changes, net of tax,
in cumulative foreign currency translation, unrealized investment gains and
losses and minimum pension liability. Comprehensive income for the three-month
and six-month periods ended March 31, 2000 were $5,092,334 and $10,673,051,
respectively, and $6,391,138 and $11,657,294, respectively, for the three-month
and six-month periods ended March 31, 1999.
<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, 1999. 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 changes in domestic or international economic
conditions, changes in product demand or pricing as a result of consolidation
in the industries in which the Company operates, changes in product demand or
pricing as a result of competitive pressures, 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,
------------------ --------------------
2000 1999 1999 1998 1997
---- ---- ---- ---- ----
Sales 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit 45.3 42.3 43.1 44.0 44.1
Operating profit 17.7 16.7 17.1 17.0 16.3
Income before income taxes 16.8 17.0 17.2 17.5 17.1
Net income 10.2 10.3 10.5 10.6 10.4
Sales for the six months ended March 31, 2000 were $129.5 million and were
$14.5 million, or 12.6%, higher than sales of $115.0 million for the six months
ended March 31, 1999. All three of the Company's business segments reported
higher sales for the first six months of fiscal 2000. Bronze segment sales
increased $8.4 million, or 14%, over the first half of fiscal 1999 primarily
reflecting the Company's acquisition of Caggiati S.p.A. in June 1999. Sales
for the Graphics Imaging segment were $4.7 million, or 12%, higher than the
same period a year ago principally resulting from the Company's acquisition of
a 50% interest in S+T GmbH & Co. KG ("S+T GmbH") in September 1998. S+T GmbH
was recorded under the equity method of accounting until March 31, 1999. The
consolidated financial statements of Matthews included the accounts of S+T GmbH
effective April 1, 1999 as a result of a change in control. The sales increase
of the Graphics Imaging segment for the current period also reflected higher
sales for Tukaiz Communications, L.L.C. ("Tukaiz"). The sales increase for
Tukaiz, a 50%-owned subsidiary of Matthews, primarily resulted from the
installation of a commercial printing operation in fiscal 1999.
<PAGE>
<PAGE> 9
Results of Operations, continued:
Marking Products segment sales for the six months ended March 31, 2000
increased $1.4 million, or 9%, from the same period a year ago. The higher
level of sales for the first six months of fiscal 2000 resulted principally
from an increase in sales volume in North America of ink-jet equipment and
related products, reflecting the favorable impact of the segment's new product
development efforts.
Gross profit for the six months ended March 31, 2000 was $58.7 million, or
45.3% of sales, compared to $48.6 million, or 42.3% of sales, for the first six
months of fiscal 1999. The higher level of consolidated gross profit reflected
growth in all three of the Company's business segments. Increased gross profit
in the Bronze and Graphics Imaging segments resulted from higher sales in
connection with the Company's recent acquisitions. Marking Products gross
profit also improved over the first half of fiscal 1999 reflecting an increase
in sales volume and a change in product mix. Consolidated gross profit as a
percent of sales for the six months ended March 31, 2000 increased to 45.3%,
compared to 42.3% for the same period a year ago, reflecting an improved
product mix in both the Bronze and Marking Products segments. Bronze segment
sales for the first six months of fiscal 2000 reflected a higher level of
memorialization products as a result of the acquisition of Caggiati S.p.A.
Selling and administrative expenses for the six months ended March 31, 2000
were $35.8 million, representing an increase of $6.4 million, or 21.8%, over
the first six months of fiscal 1999. The increase in selling and
administrative expenses over the prior period principally resulted from the
acquisitions of Caggiati S.p.A. and S+T GmbH combined with other increases in
selling and administrative costs within the Bronze segment and Tukaiz.
Consolidated selling and administrative expenses as a percent of sales was
27.6% for the first six months of fiscal 2000 compared to 25.6% for the same
period a year ago.
Operating profit for the six months ended March 31, 2000 was $22.9 million and
was $3.6 million, or 18.9%, higher than operating profit of $19.3 million for
the first six months of fiscal 2000. Graphics Imaging operating profit for the
first half of fiscal 2000 was $1.4 million, or 47%, higher than the same period
last year reflecting higher sales, improved gross margins and lower selling and
administrative costs as a percent of sales. The segment's results for the
current period were favorably impacted by the Company's investment in S+T GmbH
and an improvement in the operating results of Tukaiz. Operating profit for
the Bronze segment for the first six months of fiscal 2000 was $1.3 million,
or 9%, higher than the same period a year ago. Caggiati S.p.A., which was
acquired by the Company in June 1999, contributed significantly to the
segment's improved operating results for the first half of fiscal 2000.
Operating profit for the Marking Products segment for the six months ended
March 31, 2000 increased $956,000, or 50%, over the same period a year ago.
Higher sales in North America of ink-jet equipment and related products as a
result of the segment's new product development efforts and a better product
mix were significant factors in the operating profit growth.
Investment income for the first six months of fiscal 2000 was $829,000 compared
to $788,000 for the first half of fiscal 1999, reflecting a higher average
investment balance for the current period (see "Liquidity and Capital
Resources"). Interest expense for the six months ended March 31, 2000 was
$820,000, compared to $236,000 for the first six months of fiscal 1999. The
increase in interest expense compared to the same period last year principally
related to fiscal 1999 borrowings by Tukaiz and new borrowings and assumed debt
in connection with the acquisition of Caggiati in June 1999.
<PAGE> 10
Results of Operations, continued:
Other income (deductions), net, for the six months ended March 31, 2000
represented a reduction to pre-tax income of $34,000 compared to a reduction
of $54,000 for the first six months of fiscal 1999. Minority interest for the
first half of fiscal 2000 was $1.1 million compared to $223,000 for the same
period a year ago. The higher minority interest deduction for the current
period resulted from the Company's investment in S+T GmbH and an improvement
in the operating results of Tukaiz.
The Company's effective tax rate for the first six months of fiscal 2000 was
39.2%, compared to 39.4% for the year ended September 30, 1999. The difference
between the Company's effective tax rate and the Federal statutory rate of 35%
primarily reflects the impact of state income taxes.
Liquidity and Capital Resources
Net cash provided by operating activities was $12.9 million for the six months
ended March 31, 2000, compared to $5.9 million for the first six months of
fiscal 1999. Operating cash flow for both periods primarily reflected net
income adjusted for depreciation and amortization (non-cash expenses) and the
payment of year-end compensation and profit distribution accruals. Operating
cash flow for the prior period was also impacted by an increase in accounts
receivable related to mausoleum construction revenues.
Cash used in investing activities was $14.5 million for the six months ended
March 31, 2000 compared to $4.9 million for the same period a year ago.
Investing activities for the first half of fiscal 2000 reflected capital
expenditures of $4.3 million, net purchases of investment securities of
$4.5 million and a cash payment (January 2000) of $5.6 million in connection
with the Company's acquisition of a 50% interest in S+T GmbH. Investing
activities for the first six months of fiscal 1999 principally included capital
expenditures of $8.3 million, which were partially offset by proceeds of
$3.8 million from the net disposition of investment securities. Capital
expenditures for the first half of fiscal 2000 were lower than the first six
months of fiscal 1999 principally reflecting the investment last year in a
commercial printing operation at Tukaiz. Investment securities were purchased
in the fiscal 2000 first quarter to obtain a better rate of return on the
Company's excess cash. Capital spending for property, plant and equipment has
averaged $8.9 million for the last three fiscal years. The capital budget of
the Company for fiscal 2000 is $11.7 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, 2000 was
$9.0 million, consisting of net treasury stock purchases of $4.3 million,
repayments of $3.2 million on long-term debt of Caggiati S.p.A. and Tukaiz, and
dividends of $1.5 million to the Company's shareholders. Cash used in
financing activities was $3.3 million for the six months ended March 31, 1999
consisting principally of net treasury stock purchases of $4.4 million, the
Company's dividends of $1.4 million, and proceeds of $3.0 million from
borrowings by Tukaiz to finance capital projects. The Company had available
lines of credit with U.S. and Canadian banks, net of outstanding borrowings,
of approximately $11 million at March 31, 2000.
<PAGE>
<PAGE> 11
Liquidity and Capital Resources, continued
On April 27, 2000, Matthews announced that its Board of Directors approved a
continuation of the Company's stock repurchase program. Previously, the Board
had authorized the repurchase of a total of three million shares of the
Company's Class A and Class B Common Stock, which has been substantially
completed. The current authorization allows Matthews to purchase up to an
additional one million shares. The repurchase 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.
At March 31, 2000 and September 30, 1999 and 1998, the Company's current ratio
was 1.8, 1.6 and 1.7, respectively. The Company had cash and cash equivalents
at March 31, 2000 and September 30, 1999 of $20.2 million and $31.5 million,
respectively. Net working capital at March 31, 2000 was $39.4 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.
Year 2000 Issue
The Company has assessed the impact of the Year 2000 issue on its operations
and information systems. Costs incurred to date for this assessment and for
systems modifications required to address any Year 2000 issues have not been
material. The Company's significant operating and information systems are
substantially Year 2000 compliant and, as such, the Year 2000 issue did not
have a material impact on the consolidated financial position, results of
operations or cash flows of the Company.
<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 19, 2000. Total shares eligible for vote at such meeting
were:
Class A Common Stock (one vote per share) 13,237,688 shares
Class B Common Stock (ten votes per share) 2,351,722 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
------- ---------- ----------- -----------
T.N. Kennedy 2003 28,745,567 1,309,622
W.J. Stallkamp 2003 29,555,390 499,799
The terms of the following additional directors continued after the
meeting: D.M. Kelly, D.J. DeCarlo, R.J. Kavanaugh, J.P. O'Leary, Jr.
and J.D. Turner.
2. Selection of Auditors:
The shareholders voted to ratify the appointment by the Board of
Directors of PricewaterhouseCoopers LLP as independent certified public
accountants to audit the records of the Company for the year ending
September 30, 2000.
Votes For: 29,932,545
Votes Against: 97,448
Abstaining: 25,196
<PAGE>
<PAGE> 13
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following Exhibit to this report is filed herewith:
Exhibit
No. Description
------- -----------
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 5/10/00 D.M. Kelly
------------ -----------------------------------------
D.M. Kelly, Chairman of the Board,
President and Chief Executive Officer
Date 5/10/00 E.J. Boyle
------------ -----------------------------------------
E.J. Boyle, Vice President, Accounting &
Finance, Treasurer and Secretary
<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, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-END> MAR-31-2000
<CASH> $ 20,246,750
<SECURITIES> 1,259,363
<RECEIVABLES> 45,427,914
<ALLOWANCES> 0
<INVENTORY> 17,292,829
<CURRENT-ASSETS> 87,050,351
<PP&E> 92,953,253
<DEPRECIATION> 43,162,018
<TOTAL-ASSETS> 214,576,604
<CURRENT-LIABILITIES> 47,651,159
<BONDS> 0
0
0
<COMMON> 18,166,996
<OTHER-SE> 101,421,519
<TOTAL-LIABILITY-AND-EQUITY> 214,576,604
<SALES> 129,518,927
<TOTAL-REVENUES> 129,518,927
<CGS> 70,854,309
<TOTAL-COSTS> 70,854,309
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
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</TABLE>
