Edgar Filing: MATTHEWS INTERNATIONAL CORP

form10q2-2012.htm

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, 2012

Commission File No. 0-9115

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x

No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o

No x

As of April 30, 2012, shares of common stock outstanding were:

Class A Common Stock 28,198,179 shares

PART I - FINANCIAL INFORMATION

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollar amounts in thousands, except per share data)

	March 31, 2012					September 30, 2011

ASSETS
Current assets:
Cash and cash equivalents				$	54,671				$	61,662
Accounts receivable, net					166,613					164,738
Inventories					128,164					125,567
Deferred income taxes					1,710					1,722
Other current assets					19,191					16,157

Total current assets					370,349					369,846

Investments					18,409					15,105
Property, plant and equipment: Cost	$	340,639				$	330,895
Less accumulated depreciation		(200,765	)				(196,391	)
					139,874					134,504
Deferred income taxes					34,179					33,818
Other assets					14,827					16,354
Goodwill					468,769					465,003
Other intangible assets, net					61,136					62,825

Total assets				$	1,107,543				$	1,097,455

LIABILITIES
Current liabilities:
Long-term debt, current maturities				$	21,874				$	18,014
Accounts payable					37,131					46,655
Accrued compensation					25,793					31,339
Accrued income taxes					19,426					10,272
Other current liabilities					55,970					55,461

Total current liabilities					160,194					161,741

Long-term debt					295,808					299,170
Accrued pension					68,920					66,714
Postretirement benefits					27,125					26,417
Deferred income taxes					16,723					17,007
Environmental reserve					5,218					5,406
Other liabilities					36,481					42,745
Total liabilities					610,469					619,200

Arrangement with noncontrolling interest					10,562					10,162

SHAREHOLDERS’ EQUITY
Shareholders' equity-Matthews:
Common stock	$	36,334				$	36,334
Additional paid-in capital		45,864					48,554
Retained earnings		703,108					681,658
Accumulated other comprehensive loss		(53,206	)				(58,658	)
Treasury stock, at cost		(248,870	)				(243,246	)
Total shareholders’ equity-Matthews					483,230					464,642
Noncontrolling interests					3,282					3,451
Total shareholders’ equity					486,512					468,093

Total liabilities and shareholders' equity				$	1,107,543				$	1,097,455

The accompanying notes are an integral part of these consolidated financial statements.

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(Dollar amounts in thousands, except per share data)

	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2012			2011			2012			2011



Sales	$	225,545		$	220,151		$	442,758		$	427,495
Cost of sales		(140,838	)		(132,038	)		(280,056	)		(259,637	)

Gross profit		84,707			88,113			162,702			167,858

Selling and administrative expenses		(59,420	)		(59,628	)		(118,490	)		(117,407	)

Operating profit		25,287			28,485			44,212			50,451

Investment income		1,243			498			2,844			1,649
Interest expense		(2,727	)		(2,087	)		(5,284	)		(3,839	)
Other income (deductions), net		(638	)		(697	)		(1,153	)		(966	)

Income before income taxes		23,165			26,199			40,619			47,295

Income taxes		(7,973	)		(9,080	)		(14,007	)		(16,653	)

Net income		15,192			17,119			26,612			30,642

Net (income) loss attributable to noncontrolling interests		66			(532	)		(69	)		(841	)

Net income attributable to Matthews shareholders	$	15,258		$	16,587		$	26,543		$	29,801

Earnings per share attributable to Matthews shareholders:
Basic		$0.54			$0.56			$0.93			$1.01

Diluted		$0.54			$0.56			$0.93			$1.01

The accompanying notes are an integral part of these consolidated financial statements.

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

for the six months ended March 31, 2012 and 2011 (Unaudited)

(Dollar amounts in thousands, except per share data)

	Shareholders’ Equity
									Accumulated
			Additional						Other						Non-
	Common		Paid-in			Retained			Comprehensive			Treasury			controlling
	Stock		Capital			Earnings			Income (Loss)			Stock			interests			Total
Balance, September 30, 2010	$	36,334	$	48,294		$	621,923		$	(37,136	)	$	(207,470	)	$	31,783		$	493,728
Net income		-		-			29,801			-			-			841			30,642
Minimum pension liability		-		-			-			1,606			-			-			1,606
Translation adjustment		-		-			-			9,508			-			1,524			11,032
Fair value of derivatives		-		-			-			866			-			-			866
Total comprehensive income																			44,146
Stock-based compensation		-		3,608			-			-			-			-			3,608
Purchase of 211,890 shares of treasury stock		-		-			-			-			(7,400	)		-			(7,400	)
Issuance of 234,562 shares of treasury stock		-		(6,561	)		-			-			7,092			-			531
Dividends, $.16 per share		-		-			(4,727	)		-			-			-			(4,727	)
Distributions to noncontrolling interests		-		-			-			-			-			(621	)		(621	)
Arrangement- noncontrolling interest		-		-			(3,005	)		-			-			2,728			(277	)
Balance, March 31, 2011	$	36,334	$	45,341		$	643,992		$	(25,156	)	$	(207,778	)	$	36,255		$	528,988

	Shareholders’ Equity
									Accumulated
			Additional						Other						Non-
	Common		Paid-in			Retained			Comprehensive			Treasury			controlling
	Stock		Capital			Earnings			Income (Loss)			Stock			interests			Total
Balance, September 30, 2011	$	36,334	$	48,554		$	681,658		$	(58,658	)	$	(243,246	)	$	3,451		$	468,093
Net income		-		-			26,543			-			-			69			26,612
Minimum pension liability		-		-			-			2,045			-			-			2,045
Translation adjustment		-		-			-			3,202			-			(68	)		3,134
Fair value of derivatives		-		-			-			205			-			-			205
Total comprehensive income																			31,996
Stock-based compensation		-		2,731			-			-			-			-			2,731
Purchase of 354,040 shares of treasury stock		-		-			-			-			(11,298	)		-			(11,298	)
Issuance of 183,765 shares of treasury stock		-		(5,421	)		-			-			5,674			-			253
Dividends, $.18 per share		-		-			(5,093	)		-			-			-			(5,093	)
Distributions to noncontrolling interests		-		-			-			-			-			(170	)		(170	)
Balance, March 31, 2012	$	36,334	$	45,864		$	703,108		$	(53,206	)	$	(248,870	)	$	3,282		$	486,512

The accompanying notes are an integral part of these consolidated financial statements.

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollar amounts in thousands, except per share data)

	Six Months Ended
	March 31,
	2012			2011


Cash flows from operating activities:
Net income	$	26,612		$	30,642
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		14,532			13,627
Gain on sale of assets		(4,511	)		(1,588	)
Stock-based compensation expense		2,731			3,608
Change in deferred taxes		(1,349	)		(429	)
Changes in working capital items		(17,305	)		(18,675	)
Decrease in other assets		1,528			3,520
Decrease in other liabilities		(2,318	)		(1,888	)
Increase in pension and postretirement benefits		6,266			4,961

Net cash provided by operating activities		26,186			33,778

Cash flows from investing activities:
Capital expenditures		(15,921	)		(7,687	)
Proceeds from sale of assets		357			994
Acquisitions, net of cash acquired		(1,388	)		(31,693	)
Purchases of investments		(950	)		(1,641	)

Net cash used in investing activities		(17,902	)		(40,027	)

Cash flows from financing activities:
Proceeds from long-term debt		7,984			39,636
Payments on long-term debt		(7,667	)		(22,979	)
Proceeds from the sale of treasury stock		265			491
Purchases of treasury stock		(11,298	)		(7,400	)
Excess tax benefit of share-based compensation arrangements		3			40
Dividends		(5,093	)		(4,727	)
Distributions to noncontrolling interests		(170	)		(621	)

Net cash (used in) provided by financing activities		(15,976	)		4,440

Effect of exchange rate changes on cash		701			2,425

Net change in cash and cash equivalents	$	(6,991	)	$	616

Non-cash investing and financing activities:
Acquisition of equipment under capital lease	$	420		$	2,764

The accompanying notes are an integral part of these consolidated financial statements.

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

March 31, 2012

(Dollar amounts in thousands, except per share data)

Note 1. Nature of Operations

Matthews International Corporation ("Matthews" or the “Company”), founded in 1850 and incorporated in Pennsylvania in 1902, is a designer, manufacturer and marketer principally of memorialization products and brand solutions. Memorialization products consist primarily of bronze and granite memorials and other memorialization products, caskets and cremation equipment for the cemetery and funeral home industries. Brand solutions include graphics imaging products and services, marking products and merchandising solutions. Effective October 1, 2011, the Company changed the name of its Bronze and Casket segments to the Cemetery Products segment and the Funeral Home Products segment, respectively. Also effective October 1, 2011, the Company’s cremation casket operations, previously included in the Cremation segment, are included in the Funeral Home Products segment. The Company's products and operations are comprised of six business segments: Cemetery Products, Funeral Home Products, Cremation, Graphics Imaging, Marking Products and Merchandising Solutions. The Cemetery Products segment is a leading manufacturer of cast bronze and granite memorials and other memorialization products, cast and etched architectural products and is a leading builder of mausoleums in the United States. The Funeral Home Products segment is a leading casket manufacturer and distributor in North America and produces a wide variety of wood, metal and cremation caskets. The Cremation segment is a leading designer and manufacturer of cremation equipment in North America and Europe. The Graphics Imaging segment manufactures and provides brand management, printing plates, gravure cylinders, pre-press services and imaging services for the primary packaging and corrugated industries. The Marking Products segment designs, manufactures and distributes a wide range of marking and coding equipment and consumables, and industrial automation products for identifying, tracking and conveying various consumer and industrial products, components and packaging containers. The Merchandising Solutions segment designs and manufactures merchandising displays and systems and provides creative merchandising and marketing solutions services.

The Company has manufacturing and marketing facilities in the United States, Mexico, Canada, Europe, Australia and Asia.

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. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the six months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2012. 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, 2011. The consolidated financial statements include all domestic and foreign subsidiaries in which the Company maintains an ownership interest and has operating control. 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 2. Basis of Presentation (continued)

Reclassifications:

Effective October 1, 2011, the Company’s cremation casket operations are included in the Funeral Home Products segment. Prior period financial information has been reclassified to reflect the current presentation.

Note 3. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three level fair value hierarchy is used to prioritize the inputs used in valuations, as defined below:

Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability.

The fair values of the Company’s assets and liabilities measured on a recurring basis are categorized as follows:

	March 31, 2012								September 30, 2011
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Trading securities	$	15,676		-		-	$	15,676	$	13,426		-		-	$	13,426
Total assets at fair value	$	15,676		-		-	$	15,676	$	13,426		-		-	$	13,426

Liabilities:
Derivatives (1)		-	$	6,825		-	$	6,825		-	$	7,161		-	$	7,161
Total liabilities at fair value		-	$	6,825		-	$	6,825		-	$	7,161		-	$	7,161

(1) Interest rate swaps are valued based on observable market swap rates.

Note 4. Inventories

Inventories consisted of the following:

	March 31, 2012		September 30, 2011

Raw Materials	$	43,373	$	35,692
Work in process		20,035		21,461
Finished goods		64,756		68,414
	$	128,164	$	125,567

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 5. Debt

The Company has a domestic Revolving Credit Facility with a syndicate of financial institutions. In March 2012, the maximum amount of borrowings available under the facility was increased from $300,000 to $400,000 and the facility’s maturity was extended to March 2017. Borrowings under the amended facility bear interest at LIBOR plus a factor ranging from 1.00% to 1.50% based on the Company’s leverage ratio. The leverage ratio is defined as net indebtedness divided by EBITDA (earnings before interest, taxes, depreciation and amortization). The Company is required to pay an annual commitment fee ranging from .20% to .30% (based on the Company’s leverage ratio) of the unused portion of the facility.

The Revolving Credit Facility requires the Company to maintain certain leverage and interest coverage ratios. A portion of the facility (not to exceed $25,000) is available for the issuance of commercial and standby letters of credit. Outstanding borrowings on the Revolving Credit Facilities were $250,000 as of March 31, 2012 and September 30, 2011. The weighted-average interest rate on outstanding borrowings on these facilities at March 31, 2012 and 2011 was 2.89% and 2.85%, respectively.

The Company has entered into the following interest rate swaps:

Effective Date	Amount	Fixed Interest Rate	Interest Rate Spread at March 31, 2012	Maturity Date
September 2007	$25,000	4.77%	1.25%	September 2012
May 2008	20,000	3.72%	1.25%	September 2012
May 2011	25,000	1.37%	1.25%	May 2014
October 2011	25,000	1.67%	1.25%	October 2015
November 2011	25,000	2.13%	1.25%	November 2014
March 2012	25,000	2.44%	1.25%	March 2015
September 2012	25,000	3.03%	1.25%	December 2015
November 2012	25,000	1.33%	1.25%	November 2015

The Company enters into interest rate swaps in order to achieve a mix of fixed and variable rate debt that it deems appropriate. The interest rate swaps have been designated as cash flow hedges of the future variable interest payments under the Revolving Credit Facility, which are considered probable of occurring. Based on the Company’s assessment, all of the critical terms of each of the hedges matched the underlying terms of the hedged debt and related forecasted interest payments, and as such, these hedges were considered highly effective.

The fair value of the interest rate swaps reflected an unrealized loss of $6,825 ($4,163 after tax) at March 31, 2012 that is included in shareholders’ equity as part of accumulated other comprehensive loss (“AOCL”). Assuming market rates remain constant with the rates at March 31, 2012, approximately $1,596 of the $4,163 loss included in AOCL is expected to be recognized in earnings as an adjustment to interest expense over the next twelve months.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 5. Debt (continued)

At March 31, 2012 and September 30, 2011, the interest rate swap contracts were reflected as a liability on the balance sheets. The following derivatives are designated as hedging instruments:

Liability Derivatives
Balance Sheet Location:	March 31, 2012		September 30, 2011
Current liabilities:
Other current liabilities	$	2,616	$	2,061
Long-term liabilities
Other liabilities		4,209		5,100
Total derivatives	$	6,825	$	7,161

The loss recognized on derivatives was as follows:

Location of

Derivatives in

Loss

Amount of

Cash Flow

Recognized in

Loss Recognized

Hedging

Income on

in Income

Relationships

Derivative

on Derivatives

Three Months ended March 31,

Six Months ended March 31,

2012

2011

2012

2011

Interest rate swaps

Interest expense

$(733)

$(701)

$(1,420)

$(1,459)

The Company recognized the following losses in accumulated other comprehensive loss (“AOCL”):

Location of

Gain or

(Loss)

Amount of Loss

Reclassified

Reclassified from

Amount of

From

AOCL into

Derivatives in

Loss Recognized in

AOCL into

Income

Cash Flow

AOCL on Derivatives

Income

(Effective Portion*)

Hedging Relationships

March 31,

2012

March 31,

2011

(Effective

Portion*)

March 31, 2012

March 31,

2011

Interest rate swaps

$(661)

$(24)

Interest expense

$(866)

$(890)

*There is no ineffective portion or amount excluded from effectiveness testing.

The Company, through certain of its German subsidiaries, has a credit facility with a European bank. The maximum amount of borrowings available under this facility was 25.0 million Euros ($33,358). Outstanding borrowings under the credit facility totaled 23.6 million Euros ($31,489) and 23.6 million Euros ($31,593) at March 31, 2012 and September 30, 2011, respectively. The weighted-average interest rate on outstanding borrowings under this facility at March 31, 2012 and 2011 was 2.45% and 1.78%, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 5. Debt (continued)

The Company, through its German subsidiary, Saueressig GmbH & Co. KG (“Saueressig”), has several loans with various European banks. Outstanding borrowings under these loans totaled 8.1 million Euros ($10,823) and 8.3 million Euros ($11,159) at March 31, 2012 and September 30, 2011, respectively. The weighted-average interest rate on outstanding borrowings of Saueressig at March 31, 2012 and 2011 was 6.10% and 6.37%, respectively.

The Company, through its wholly-owned subsidiary, Matthews International S.p.A., has several loans with various Italian banks. Outstanding borrowings on these loans totaled 6.3 million Euros ($8,403) and 8.7 million Euros ($11,611) at March 31, 2012 and September 30, 2011, respectively. Matthews International S.p.A. also has four lines of credit totaling 11.4 million Euros ($15,171) with the same Italian banks. Outstanding borrowings on these lines were 2.4 million Euros ($3,138) and 493,000 Euros ($661) at March 31, 2012 and September 30, 2011, respectively. The weighted-average interest rate on outstanding Matthews International S.p.A. borrowings at March 31, 2012 and 2011 was 3.15% and 3.40%, respectively.

As of March 31, 2012 and September 30, 2011 the fair value of the Company’s long-term debt, including current maturities, which is classified as level 2 in the fair value hierarchy, approximated the carrying value included in the Condensed Consolidated Balance Sheet.

Note 6. Share-Based Payments

The Company maintains an equity incentive plan (the “2007 Equity Incentive Plan”) that provides for the grants of stock options, restricted shares, stock-based performance units and certain other types of stock-based awards. Under the 2007 Equity Incentive Plan, which has a ten-year term, the maximum number of shares available for grants or awards is an aggregate of 2,200,000. The Company also maintains a stock incentive plan (the “1992 Incentive Stock Plan”) that previously provided for grants of stock options, restricted shares and certain other types of stock-based awards. There will be no further grants under the 1992 Incentive Stock Plan. At March 31, 2012, there were 813,152 shares reserved for future issuance under the 2007 Equity Incentive Plan. Both plans are administered by the Compensation Committee of the Board of Directors.

The option price for each stock option granted under either plan may not be less than the fair market value of the Company's common stock on the date of grant. Outstanding stock options are generally exercisable in one-third increments upon the attainment of 10%, 33% and 60% appreciation in the market value of the Company’s Class A Common Stock. In addition, options generally vest in one-third increments after three, four and five years, respectively, from the grant date (but, in any event, not until the attainment of the market value thresholds). The options expire on the earlier of ten years from the date of grant, upon employment termination, or within specified time limits following voluntary employment termination (with the consent of the Company), retirement or death. The Company generally settles employee stock option exercises with treasury shares. With respect to outstanding restricted share grants, generally one-half of the shares vest on the third anniversary of the grant. For shares granted prior to fiscal 2011, the remaining one-half of the shares vest in one-third increments upon attainment of 10%, 25% and 40% appreciation in the market value of the Company’s Class A Common Stock. For shares granted in fiscal 2011, the remaining one-half of the shares vest in one-third increments upon attainment of 5%, 15% and 25% appreciation in the market value of the Company’s Class A Common Stock. Additionally, beginning in fiscal 2009, restricted shares cannot vest until the first anniversary of the grant date. Unvested restricted shares generally expire on the earlier of five years from the date of grant, upon employment termination, or within specified time limits following voluntary employment termination (with the consent of the Company), retirement or death. The Company issues restricted shares from treasury shares.

For the three-month periods ended March 31, 2012 and 2011, total stock-based compensation cost totaled $1,319 and $1,851, respectively. For the six-month periods ended March 31, 2012 and 2011, total stock-based compensation cost totaled $2,731 and $3,608, respectively. The associated future income tax benefit recognized was $514 and $721

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 6. Share-Based Payments (continued)

for the three-month periods ended March 31, 2012 and 2011, respectively, and $1,065 and $1,407 for the six-month periods ended March 31, 2012 and 2011, respectively.

For the three-month periods ended March 31, 2012 and 2011, the amount of cash received from the exercise of stock options was $237 and $338, respectively. For the six-month periods ended March 31, 2012 and 2011, the amount of cash received from the exercise of stock options was $265 and $491, respectively. In connection with these exercises, the tax benefits realized by the Company were $19 and $49 for the three-month periods ended March 31, 2012 and 2011, respectively, and $22 and $100 for the six-month periods ended March 31, 2012 and 2011, respectively.

The transactions for restricted stock for the six months ended March 31, 2012 were as follows:

				Weighted-
				average
				grant-date
	Shares			fair value
Non-vested at September 30, 2011		541,613		$	33.62
Granted		155,710			32.07
Vested		(148,003	)		35.52
Expired or forfeited		(400	)		31.45
Non-vested at March 31, 2012		548,920			32.67

As of March 31, 2012, the total unrecognized compensation cost related to unvested restricted stock was $5,698 and is expected to be recognized over a weighted average period of 1.7 years.

The transactions for shares under options for the six months ended March 31, 2012 were as follows:

						Weighted-
				Weighted-		average		Aggregate
				average		remaining		intrinsic
	Shares			exercise price		contractual term		value
Outstanding, September 30, 2011		872,514		$	37.02
Granted		-			-
Exercised		(10,332	)		25.64
Expired or forfeited		(8,500	)		40.27
Outstanding, March 31, 2012		853,682			37.13		3.5	$	-
Exercisable, March 31, 2012		493,329			35.96		3.2	$	-

No shares were earned during the three-month and six-month periods ended March 31, 2012 and 2011, respectively. The intrinsic value of options (which is the amount by which the stock price exceeded the exercise price of the options on the date of exercise) exercised during the six-month periods ended March 31, 2012 and 2011 was $57 and $288, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 6. Share-Based Payments (continued)

The transactions for non-vested options for the six months ended March 31, 2012 were as follows:

				Weighted-average
				grant-date
Non-vested shares	Shares			fair value
Non-vested at September 30, 2011		367,586		$	11.38
Granted		-			-
Vested		-			-
Expired or forfeited		(7,233	)		12.28
Non-vested at March 31, 2012		360,353			11.36

The fair value of each restricted stock grant is estimated on the date of grant using a binomial lattice valuation model. The following table indicates the assumptions used in estimating fair value of restricted stock for the periods ended March 31, 2012 and 2011.

	Six Months Ended March 31,
	2012			2011
Expected volatility		30.4	%		30.0	%
Dividend yield		1.0	%		1.0	%
Average risk free interest rate		0.9	%		1.2	%
Average expected term (years)		2.0			2.0

The risk free interest rate is based on United States Treasury yields at the date of grant. The dividend yield is based on the most recent dividend payment and average stock price over the 12 months prior to the grant date. Expected volatilities are based on the historical volatility of the Company’s stock price. The expected term represents an estimate of the average period of time for restricted shares to vest. The option characteristics for each grant are considered separately for valuation purposes.

Under the Company’s Director Fee Plan, directors (except for the Chairman of the Board) who are not also officers of the Company each receive, as an annual retainer fee, either cash or shares of the Company's Class A Common Stock equivalent to $60. The equivalent amount paid to a non-employee Chairman of the Board is $130. Where the annual retainer fee is provided in shares, each director may elect to be paid these shares on a current basis or have such shares credited to a deferred stock account as phantom stock, with such shares to be paid to the director subsequent to leaving the Board. The value of deferred shares is recorded in other liabilities. A total of 16,979 shares had been deferred under the Director Fee Plan at March 31, 2012. Additionally, directors who are not also officers of the Company each receive an annual stock-based grant (non-statutory stock options, stock appreciation rights and/or restricted shares) with a value of $80. A total of 22,300 stock options have been granted under the plan. At March 31, 2012, 11,800 options were outstanding and vested. Additionally, 83,046 shares of restricted stock have been granted under the plan, 29,288 of which were unvested at March 31, 2012. A total of 300,000 shares have been authorized to be issued under the Director Fee Plan.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 7. Earnings Per Share Attributable to Matthews’ Shareholders

The information used to compute earnings per share attributable to Matthews’ common shareholders was as follows:

	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2012		2011		2012		2011
Net income attributable to Matthews shareholders	$	15,258	$	16,587	$	26,543	$	29,801
Less: dividends and undistributed earnings allocated to participating securities		224		338		436		562
Net income available to Matthews shareholders	$	15,034	$	16,249	$	26,107	$	29,239

Weighted-average shares outstanding (in thousands):
Basic shares		27,926		28,961		27,933		28,993
Effect of dilutive securities:
Stock options		8		19		9		18
Restricted shares		19		-		56		-
Phantom stock units		15		25		15		26
Diluted shares		27,968		29,005		28,013		29,037

Options to purchase 786,292 and 786,667 shares of common stock were not included in the computation of diluted earnings per share for the three months and six months ended March 31, 2012, respectively, because the inclusion of these options would be anti-dilutive. Options to purchase 287,968 and 605,602 shares of common stock were not included in the computation of diluted earnings per share for the three months and six months ended March 31, 2011, respectively, because the inclusion of these options would be anti-dilutive.

Note 8. Pension and Other Postretirement Benefit Plans

The Company provides defined benefit pension and other postretirement plans to certain employees. Net periodic pension and other postretirement benefit cost for the plans included the following:

	Three months ended March 31,
	Pension						Other Postretirement
	2012			2011			2012			2011

Service cost	$	1,424		$	1,237		$	182		$	158
Interest cost		1,950			1,867			321			313
Expected return on plan assets		(1,953	)		(1,843	)		-			-
Amortization:
Prior service cost		(11	)		6			(113	)		(119	)
Net actuarial loss		1,680			1,338			134			102

Net benefit cost	$	3,090		$	2,605		$	524		$	454

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 8. Pension and Other Postretirement Benefit Plans (continued)

	Six months ended March 31,
	Pension						Other Postretirement
	2012			2011			2012			2011

Service cost	$	2,848		$	2,474		$	364		$	316
Interest cost		3,900			3,734			642			626
Expected return on plan assets		(3,906	)		(3,686	)		-			-
Amortization:
Prior service cost		(22	)		12			(226	)		(238	)
Net actuarial loss		3,360			2,676			268			204

Net benefit cost	$	6,180		$	5,210		$	1,048		$	908

Benefit payments under the Company’s principal retirement plan are made from plan assets, while benefit payments under the postretirement benefit plan are made from the Company’s operating funds. Under IRS regulations, the Company is not required to make any significant contributions to its principal retirement plan in fiscal year 2012.

Contributions made and anticipated for fiscal year 2012 are as follows:

Contributions	Pension		Other Postretirement

Contributions during the six months ended March 31, 2012:
Supplemental retirement plan		$366		$ -
Other postretirement plan		-		497

Additional contributions expected in fiscal 2012:
Supplemental retirement plan		400		-
Other postretirement plan		-		632

Note 9. Income Taxes

Income tax provisions for the Company’s interim periods are based on the effective income tax rate expected to be applicable for the full year. The Company's effective tax rate for the six months ended March 31, 2012 was 34.5%, compared to 35.2% for the second quarter of fiscal 2011. The difference between the Company's effective tax rate and the Federal statutory rate of 35.0% primarily reflected the impact of state and foreign income taxes.

The Company had unrecognized tax benefits (excluding penalties and interest) of $3,634 and $2,928 on March 31, 2012 and September 30, 2011, respectively, all of which, if recorded, would impact the 2012 annual effective tax rate. It is reasonably possible that $269 of the unrecognized tax benefits could be recognized in the next 12 months primarily due to tax examinations and the expiration of statutes related to specific tax positions.

The Company classifies interest and penalties on tax uncertainties as a component of the provision for income taxes. The Company included $285 in interest and penalties in the provision for income taxes for the first six months of fiscal 2012. Total penalties and interest accrued were $2,127 and $1,842 at March 31, 2012 and September 30, 2011, respectively. These accruals may potentially be applicable in the event of an unfavorable outcome of uncertain tax positions.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 9. Income Taxes (continued)

The Company is currently under examination in several tax jurisdictions and remains subject to examination until the statute of limitations expires for those tax jurisdictions. As of March 31, 2012, the tax years that remain subject to examination by major jurisdiction generally are:

United States – Federal	2008 and forward
United States – State	2008 and forward
Canada	2007 and forward
Europe	2003 and forward
United Kingdom	2009 and forward
Australia	2007 and forward
Asia	2005 and forward

Note 10. Segment Information

The Company's products and operations consist of two principal businesses that are comprised of three operating segments each, as described under Nature of Operations (Note 1): Memorialization (Cemetery Products, Funeral Home Products, Cremation) and Brand Solutions (Graphics Imaging, Marking Products, Merchandising Solutions). Effective October 1, 2011, the Company’s cremation casket manufacturing operations are included in the Funeral Home Products segment. Prior period financial information has been reclassified to reflect the current presentation. 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 noncontrolling interests.

Information about the Company's segments follows:

	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2012		2011		2012		2011
Sales to external customers:
Memorialization:
Cemetery Products	$	53,575	$	52,857	$	98,725	$	103,370
Funeral Home Products		61,767		67,391		120,338		129,048
Cremation		11,098		8,294		20,532		16,534
		126,440		128,542		239,595		248,952
Brand Solutions:
Graphics Imaging		64,839		64,834		135,282		124,861
Marking Products		17,756		14,521		34,139		27,442
Merchandising Solutions		16,510		12,254		33,742		26,240
		99,105		91,609		203,163		178,543

	$	225,545	$	220,151	$	442,758	$	427,495

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 10. Segment Information (continued)

	Three Months Ended					Six Months Ended
	March 31,					March 31,
	2012		2011			2012		2011
Operating profit:
Memorialization:
Cemetery Products	$	10,165	$	10,811		$	14,700	$	20,937
Funeral Home Products		7,327		9,547			13,815		15,918
Cremation		1,232		515			1,989		1,043
		18,724		20,873			30,504		37,898
Brand Solutions:
Graphics Imaging		3,731		5,907			8,712		9,625
Marking Products		2,045		1,888			3,413		2,914
Merchandising Solutions		787		(183	)		1,583		14
		6,563		7,612			13,708		12,553

	$	25,287	$	28,485		$	44,212	$	50,451

Note 11. Goodwill and Other Intangible Assets

Goodwill related to business combinations is not amortized but is subject to annual review for impairment. In general, when the carrying value of a reporting unit exceeds its implied fair value, an impairment loss must be recognized. For purposes of testing for impairment, the Company uses a discounted cash flow technique. Intangible assets are amortized over their estimated useful lives unless such lives are considered to be indefinite. A significant decline in cash flows generated from these assets may result in a write-down of the carrying values of the related assets. The Company performed its annual impairment review in the second fiscal quarter.

A summary of the carrying amount of goodwill attributable to each segment as well as the changes in such amounts are as follows:

	Cemetery			Funeral Home					Graphics			Marking		Merchandising
	Products			Products		Cremation			Imaging			Products		Solutions		Consolidated

Goodwill	$	88,142		$	162,819	$	16,735		$	167,828		$	29,593	$	9,138	$	474,255
Accumulated impairment losses		(412	)		-		(5,000	)		(3,840	)		-		-		(9,252	)
Balance at September 30, 2011		87,730			162,819		11,735			163,988			29,593		9,138		465,003

Additions during period		-			57		770			794			1,151		-		2,772
Translation and other adjustments		106			-		94			720			74		-		994
Goodwill		88,248			162,876		17,599			169,342			30,818		9,138		478,021
Accumulated impairment losses		(412	)		-		(5,000	)		(3,840	)		-		-		(9,252	)
Balance at March 31, 2012	$	87,836		$	162,876	$	12,599		$	165,502		$	30,818	$	9,138	$	468,769

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 11. Goodwill and Other Intangible Assets (continued)

The additions to Funeral Home Products and Marking Products goodwill primarily represents the effect of adjustments to purchase price; the addition to Cremation goodwill reflects the acquisition of a small cremation equipment manufacturer in Europe; and the addition to Graphics Imaging goodwill related primarily to additional consideration paid in accordance with the purchase agreement with Tact Group Limited.

The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of March 31, 2012 and September 30, 2011, respectively.

	Carrying		Accumulated
	Amount		Amortization			Net
March 31, 2012:
Trade names	$	24,430	$	-	*	$	24,430
Trade names		2,238		(1,382	)		856
Customer relationships		48,026		(14,532	)		33,494
Copyrights/patents/other		9,937		(7,581	)		2,356
	$	84,631	$	(23,495	)	$	61,136

September 30, 2011:
Trade names	$	24,266	$	-	*	$	24,266
Trade names		2,227		(1,147	)		1,080
Customer relationships		47,876		(13,228	)		34,648
Copyrights/patents/other		9,870		(7,039	)		2,831
	$	84,239	$	(21,414	)	$	62,825
* Not subject to amortization

The net change in intangible assets during the six months ended March 31, 2012 included the impact of foreign currency fluctuations during the period and additional amortization.

Amortization expense on intangible assets was $1,004 and $1,151 for the three-month periods ended March 31, 2012 and 2011, respectively. For the six-month periods ended March 31, 2012 and 2011, amortization expense was $2,009 and $2,214, respectively. Amortization expense is estimated to be $1,902 in 2012, $3,549 in 2013, $3,337 in 2014, $3,067 in 2015 and $2,794 in 2016.

Note 12. Subsequent Events:

On May 4, 2012, the Company announced that it had acquired Everlasting Granite Memorial Co., Inc., a supplier of granite memorials, columbariums and private mausoleum estates.

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 of Matthews International Corporation (“Matthews” or the “Company”) and related notes 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, 2011. 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 foreign currency exchange rates, changes in the cost of materials used in the manufacture of the Company’s products, changes in death rates, 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 domestic or international competitive pressures, unknown risks in connection with the Company's acquisitions, and technological factors beyond the Company's control. In addition, although the Company does not have any customers that would be considered individually significant to consolidated sales, changes in the distribution of the Company’s products or the potential loss of one or more of the Company’s larger customers are also considered risk factors.

Results of Operations:

The following table sets forth sales and operating profit for the Company’s Memorialization and Brand Solutions businesses for the periods indicated.

	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2012		2011		2012		2011
Sales:
Memorialization	$	126,440	$	128,542	$	239,595	$	248,952
Brand Solutions		99,105		91,609		203,163		178,543
	$	225,545	$	220,151	$	442,758	$	427,495

Operating Profit:
Memorialization	$	18,724	$	20,873	$	30,504	$	37,898
Brand Solutions		6,563		7,612		13,708		12,553
	$	25,287	$	28,485	$	44,212	$	50,451

Effective October 1, 2011, the Company changed the name of its Bronze and Casket segments to the Cemetery Products segment and the Funeral Home Products segment, respectively. Also effective October 1, 2011, the Company’s cremation casket operations, previously included in the Cremation segment, are included in the Funeral Home Products segment. Prior period financial information has been reclassified to reflect the current presentation.

Sales for the six months ended March 31, 2012 were $442.8 million, compared to $427.5 million for the six months ended March 31, 2011. Higher sales were reported in each of the Company’s Brand Solutions businesses and the Cremation segment. These increases were partially offset by lower sales in the Cemetery Products and Funeral Home Products segments, which were unfavorably impacted by a decline in the estimated number of casketed and in-ground burial (non-cremation) deaths.

Consolidated sales were also affected by an unfavorable impact of approximately $2.6 million from changes in foreign currency values against the U.S. dollar.

In the Memorialization businesses, Cemetery Products segment sales for the first six months of fiscal 2012 were $98.7 million compared to $103.4 million for the first six months of fiscal 2011. The decrease resulted primarily from a decline in sales volume of bronze memorials and lower mausoleum sales. Lower sales of bronze memorials principally reflected the impact of lower estimated U.S. in-ground burial deaths in fiscal 2012 compared to the prior year. Sales for the Funeral Home Products segment were $120.3 million for the first six months of fiscal 2012 compared to $129.0 million for the same period in fiscal 2011. The decrease resulted principally from the impact of lower year-over-year casketed deaths in the U.S. and a decline in sales to independent distributors. Sales for the Cremation segment were $20.5 million for the first half of fiscal 2012 compared to $16.5 million for the same period a year ago. The increase principally reflected higher sales of cremation equipment in the U.S. and Europe.

In the Brand Solutions businesses, sales for the Graphics Imaging segment in the first six months of fiscal 2012 were $135.3 million, compared to $124.9 million for the same period a year ago. The increase resulted principally from higher sales in Europe and the U.K. and the acquisition of Kroma Pre-Press Preparation Systems Industry & Trade, Inc. (“Kroma”) in July 2011, partially offset by an unfavorable impact of approximately $2.3 million from changes in the value of foreign currencies against the U.S. dollar. Marking Products segment sales for the six months ended March 31, 2012 were $34.1 million, compared to $27.4 million for the first six months of fiscal 2011. The increase resulted principally from acquisitions completed in fiscal 2011 and higher sales in Europe and China. Sales for the Merchandising Solutions segment were $33.7 million for the first half of fiscal 2012, compared to $26.2 million for the same period a year ago. The increase principally reflected higher volume for several global customers.

Gross profit for the six months ended March 31, 2012 was $162.7 million, compared to $167.9 million for the six months ended March 31, 2011. Consolidated gross profit as a percent of sales for the first half of fiscal 2012 decreased to 36.7% from 39.3% for the first half of fiscal 2011. The decrease in consolidated gross profit and gross profit percentage primarily reflected the impact of lower sales in the Cemetery Products and Funeral Home Products segments and higher commodity costs, partially offset by the impact of higher sales in the Brand Solutions businesses and Cremation segment.

Selling and administrative expenses for the six months ended March 31, 2012 were $118.5 million, compared to $117.4 million for the first half of fiscal 2011. Consolidated selling and administrative expenses as a percent of sales were 26.8% for the six months ended March 31, 2012, compared to 27.5% for the same period last year. The increase in selling and administrative expenses was primarily attributable to higher sales in the Graphics Imaging and Cremation segments and recent acquisitions in the Marking Products segment. These increases were partially offset by the benefit of selling and casket distribution cost structure initiatives in the Funeral Home Products segment, which favorably impacted selling and administrative expense as a percent of sales.

Operating profit for the six months ended March 31, 2012 was $44.2 million, compared to $50.5 million for the six months ended March 31, 2011. Cemetery Products segment operating profit for the six months ended March 31, 2012 was $14.7 million, compared to $20.9 million for the first half of fiscal 2011. The decrease primarily reflected lower sales, higher bronze ingot costs, ERP system implementation costs and severance costs. These declines were partially offset by a favorable settlement on a claim related to the Company’s granite business. Funeral Home Products segment operating profit was $13.8 million for the first six months of fiscal 2012, compared to $15.9 million for the same period in fiscal 2011. The decline primarily reflected the impact of lower sales and higher transportation costs (fuel). Cremation segment operating profit for the first half of fiscal 2012 was $2.0 million, compared to $1.0 million for the same period in the prior year, principally reflecting the sales improvement. Graphics Imaging segment operating profit for the six months ended March 31, 2012 was $8.7 million, compared to $9.6 million for the same period in fiscal 2011. The decrease resulted mainly from the net unfavorable impact of unusual items in the fiscal 2012 second quarter. These items primarily included charges related to acquisition activities and severance costs. In addition, the segment’s operating profit for the current period reflected an unfavorable impact of approximately $286,000 from changes in foreign currency values against the U.S. dollar. These decreases were offset partially by the impact of the Kroma acquisition. Operating profit for the Marking Products segment for the first half of fiscal 2012 was $3.4 million, compared to $2.9 million for the same period a year ago. The increase primarily resulted from higher sales, offset partially by higher research and development expenses. Merchandising Solutions segment operating

profit was $1.6 million for the first six months of fiscal 2012, compared to $14,000 for the same period in fiscal 2011. The increase primarily reflected higher sales in fiscal 2012.

Investment income was $2.8 million for the six months ended March 31, 2012, compared to $1.6 million for the six months ended March 31, 2011. The increase primarily reflected improved rates of return on the Company’s investments. Interest expense was approximately $5.3 million for the first six months of fiscal 2012, compared to $3.8 million for the first six months of fiscal 2011. The increase primarily reflected higher debt levels compared to a year ago. Other income (deductions), net for the six months ended March 31, 2012 represented a decrease in pre-tax income of $1.2 million, compared to $966,000 for the same period last year.

The Company's effective tax rate for the six months ended March 31, 2012 was 34.5%, compared to 35.2% for the first half of fiscal 2011 and 34.4% for the fiscal 2011 full year. The fiscal 2011 full year effective tax rate included the favorable impact of adjustments totaling $606,000 in income tax expense primarily related to changes in the estimated tax accruals for open tax periods. Excluding those adjustments, the Company’s effective tax rate for fiscal 2011 was 35.0%. The decrease in the effective tax rate from the fiscal 2011 first six months and full year, excluding adjustments, primarily reflected the impact of the Company’s European operating structure initiatives. The difference between the Company's effective tax rate and the Federal statutory rate of 35.0% primarily reflected the impact of state taxes, offset by lower foreign income taxes.

The deduction for net income attributable to noncontrolling interests in the first six months of fiscal 2012 was $69,000, compared to $841,000 in the first six months of fiscal 2011. The decrease related principally to the Company’s acquisition of the remaining 22% interest in Saueressig in April 2011.

Goodwill:

Goodwill related to business combinations is not amortized, but is subject to annual review for impairment. In general, when the carrying value of a reporting unit exceeds its implied fair value, an impairment loss must be recognized. For purposes of testing for impairment, the Company uses a discounted cash flow technique. The Company performed its annual impairment review in the second quarter of fiscal 2012 and determined that no additional adjustments to the carrying values of goodwill were necessary at March 31, 2012.

Liquidity and Capital Resources:

Net cash provided by operating activities was $26.2 million for the six months ended March 31, 2012, compared to $33.8 million for the first six months of fiscal 2011. Operating cash flow for both periods reflected net income adjusted for depreciation, amortization, stock-based compensation expense and pension expense, partially offset by decreases in deferred taxes. The decline in operating cash flows primarily reflected lower net income.

Cash used in investing activities was $17.9 million for the six months ended March 31, 2012, compared to $40.0 million for the six months ended March 31, 2011. Investing activities for the first half of fiscal 2012 reflected capital expenditures of $15.9 million, payments (net of cash acquired) of $1.4 million for acquisitions, net purchases of investments of $950,000 and proceeds from the sale of assets of $357,000. Investing activities for the first half of fiscal 2011 primarily reflected capital expenditures of $7.7 million, payments (net of cash acquired) of $31.7 million for acquisitions, net purchases of investments of $1.6 million and proceeds from the sale of assets of $1.0 million.

Capital expenditures reflected reinvestment in the Company's business segments and were made primarily for the purchase of new manufacturing machinery, equipment and facilities designed to improve product quality, increase manufacturing efficiency, lower production costs and meet regulatory requirements. The increase in capital expenditures for fiscal 2012 primarily resulted from several projects in the Graphics Imaging segment. Capital expenditures for the last three fiscal years were primarily financed through operating cash. Capital spending for property, plant and equi