Edgar Filing: MATTHEWS INTERNATIONAL CORP

form10q2013.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, 2013

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, 2013, shares of common stock outstanding were:

Class A Common Stock 27,609,284 shares

PART I - FINANCIAL INFORMATION

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollar amounts in thousands)

	March 31, 2013					September 30, 2012

ASSETS
Current assets:
Cash and cash equivalents				$	51,528				$	58,259
Accounts receivable, net					185,235					174,632
Inventories					137,440					130,690
Deferred income taxes					1,669					1,694
Other current assets					21,850					19,950

Total current assets					397,722					385,225

Investments					19,242					18,842
Property, plant and equipment: Cost	$	385,844				$	350,521
Less accumulated depreciation		(216,291	)				(206,472	)
					169,553					144,049
Deferred income taxes					32,978					32,647
Other assets					12,511					12,083
Goodwill					530,869					476,181
Other intangible assets, net					54,828					59,015

Total assets				$	1,217,703				$	1,128,042

LIABILITIES
Current liabilities:
Long-term debt, current maturities				$	18,746				$	21,566
Accounts payable					46,197					44,294
Accrued compensation					31,503					30,222
Accrued income taxes					7,896					7,632
Customer prepayments					16,193					15,883
Contingent consideration					11,873					13,298
Other current liabilities					47,841					47,978

Total current liabilities					180,249					180,873

Long-term debt					377,069					298,148
Accrued pension					85,656					78,563
Postretirement benefits					28,364					27,725
Deferred income taxes					19,160					18,624
Other liabilities					29,891					33,194
Total liabilities					720,389					637,127

Arrangement with noncontrolling interest					-					10,481

SHAREHOLDERS’ EQUITY
Shareholders' equity-Matthews:
Common stock	$	36,334				$	36,334
Additional paid-in capital		44,391					47,893
Retained earnings		749,040					727,176
Accumulated other comprehensive loss		(67,135	)				(65,083	)
Treasury stock, at cost		(268,975	)				(268,499	)
Total shareholders’ equity-Matthews					493,655					477,821
Noncontrolling interests					3,659					2,613
Total shareholders’ equity					497,314					480,434

Total liabilities and shareholders' equity				$	1,217,703				$	1,128,042

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

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(Dollar amounts in thousands, except per share data)

	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2013			2012			2013			2012



Sales	$	256,390		$	225,545		$	481,999		$	442,758
Cost of sales		(161,524	)		(140,838	)		(307,159	)		(280,056	)

Gross profit		94,866			84,707			174,840			162,702

Selling and administrative expenses		(69,796	)		(59,420	)		(133,271	)		(118,490	)

Operating profit		25,070			25,287			41,569			44,212

Investment income		607			1,243			840			2,844
Interest expense		(3,051	)		(2,727	)		(6,298	)		(5,284	)
Other income (deductions), net		(1,067	)		(638	)		(2,172	)		(1,153	)

Income before income taxes		21,559			23,165			33,939			40,619

Income taxes		(7,504	)		(7,973	)		(11,881	)		(14,007	)

Net income		14,055			15,192			22,058			26,612

Net (income) loss attributable to noncontrolling interests		137			66			389			(69	)

Net income attributable to Matthews shareholders	$	14,192		$	15,258		$	22,447		$	26,543

Earnings per share attributable to Matthews shareholders:
Basic		$0.51			$0.54			$0.81			$0.93

Diluted		$0.51			$0.54			$0.81			$0.93

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

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(Dollar amounts in thousands)

	Three Months Ended March 31,
	Matthews						Noncontrolling Interest						Total
	2013			2012			2013			2012			2013			2012

Net income (loss):	$	14,192		$	15,258		$	(137	)	$	(66	)	$	14,055		$	15,192
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(13,543	)		8,566			356			(101	)		(13,187	)		8,465
Pension plans and other postretirement benefits		1,074			1,022			-			-			1,074			1,022
Unrecognized gain (loss) on derivatives:
Net change from periodic revaluation		486			(341	)		-			-			486			(341	)
Net amount reclassified to earnings		626			447			-			-			626			447
Net change in unrecognized gain (loss)
on derivatives		1,112			106			-			-			1,112			106
Other comprehensive income (loss), net of tax		(11,357	)		9,694			356			(101	)		(11,001	)		9,593
Comprehensive income (loss)	$	2,835		$	24,952		$	219		$	(167	)	$	3,054		$	24,785

	Six Months Ended March 31,
	Matthews						Noncontrolling Interest						Total
	2013			2012			2013			2012			2013			2012

Net income (loss):	$	22,447		$	26,543		$	(389	)	$	69		$	22,058		$	26,612
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(5,934	)		3,202			55			(68	)		(5,879	)		3,134
Pension plans and other postretirement benefits		2,147			2,045			-			-			2,147			2,045
Unrecognized gain (loss) on derivatives:
Net change from periodic revaluation		497			(661	)		-			-			497			(661	)
Net amount reclassified to earnings		1,238			866			-			-			1,238			866
Net change in unrecognized gain (loss)
on derivatives		1,735			205			-			-			1,735			205
Other comprehensive income (loss), net of tax		(2,052	)		5,452			55			(68	)		(1,997	)		5,384
Comprehensive income (loss)	$	20,395		$	31,995		$	(334	)	$	1		$	20,061		$	31,996

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, 2013 and 2012 (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, 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

	Shareholders’ Equity
									Accumulated
			Additional						Other						Non-
	Common		Paid-in			Retained			Comprehensive			Treasury			controlling
	Stock		Capital			Earnings			Income (Loss)			Stock			interests			Total
Balance, September 30, 2012	$	36,334	$	47,893		$	727,176		$	(65,083	)	$	(268,499	)	$	2,613		$	480,434
Net income		-		-			22,447			-			-			(389	)		22,058
Minimum pension liability		-		-			-			2,147			-			-			2,147
Translation adjustment		-		-			-			(5,934	)		-			55			(5,879	)
Fair value of derivatives		-		-			-			1,735			-			-			1,735
Total comprehensive income																			20,061
Stock-based compensation		-		2,757			-			-			-			-			2,757
Purchase of 237,132 shares of treasury stock		-		-			-			-			(7,259	)		-			(7,259	)
Issuance of 213,648 shares of treasury stock		-		(6,259	)		-			-			6,783			-			524
Dividends, $.20 per share		-		-			(5,563	)		-			-			-			(5,563	)
Arrangement with noncontrolling interests							4,980			-			-			1,653			6,633
Distributions to noncontrolling interests		-		-			-			-			-			(273	)		(273	)
Balance, March 31, 2013	$	36,334	$	44,391		$	749,040		$	(67,135	)	$	(268,975	)	$	3,659		$	497,314

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,
	2013			2012


Cash flows from operating activities:
Net income	$	22,058		$	26,612
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		17,314			14,532
Stock-based compensation expense		2,757			2,731
Gain on sale of assets		(1,110	)		(4,511	)
Change in deferred taxes		(787	)		(1,349	)
Changes in working capital items		(10,554	)		(17,305	)
(Increase) decrease in other assets		(95	)		1,528
Decrease in other liabilities		(2,785	)		(2,318	)
Increase in pension and postretirement benefits		6,642			6,266

Net cash provided by operating activities		33,440			26,186

Cash flows from investing activities:
Capital expenditures		(10,947	)		(15,921	)
Proceeds from sale of assets		221			357
Acquisitions, net of cash acquired		(63,769	)		(1,388	)
Purchases of investments		-			(950	)

Net cash used in investing activities		(74,495	)		(17,902	)

Cash flows from financing activities:
Proceeds from long-term debt		113,569			7,984
Payments on long-term debt		(54,055	)		(7,667	)
Payments of contingent consideration		(9,542	)		-
Proceeds from the sale of treasury stock		524			268
Purchases of treasury stock		(7,259	)		(11,298	)
Dividends		(5,563	)		(5,093	)
Distributions to noncontrolling interests		(273	)		(170	)

Net cash provided by (used in) financing activities		37,401			(15,976	)

Effect of exchange rate changes on cash		(3,077	)		701

Net change in cash and cash equivalents	$	(6,731	)	$	(6,991	)

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

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, 2013

(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 and fulfillment systems and merchandising solutions. The Company's products and operations are comprised of six business segments: Cemetery Products, Funeral Home Products, Cremation, Graphics Imaging, Marking and Fulfillment Systems 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 and Fulfillment Systems segment designs, manufactures and distributes a wide range of marking and coding equipment and consumables, industrial automation products and order fulfillment systems for identifying, tracking, picking and conveying consumer and industrial products. 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, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2013. 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, 2012. 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 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, 2013								September 30, 2012
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Trading securities	$	16,715		-		-	$	16,715	$	16,265		-		-	$	16,265
Total assets at fair value	$	16,715		-		-	$	16,715	$	16,265		-		-	$	16,265

Liabilities:
Derivatives (1)		-	$	6,289		-	$	6,289		-	$	9,133		-	$	9,133
Total liabilities at fair value		-	$	6,289		-	$	6,289		-	$	9,133		-	$	9,133

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

Note 4. Inventories

Inventories consisted of the following:

	March 31, 2013		September 30, 2012

Raw Materials	$	43,550	$	41,003
Work in process		27,408		22,772
Finished goods		66,482		66,915
	$	137,440	$	130,690

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. The maximum amount of borrowings available under the facility is $400,000 and borrowings under the facility bear interest at LIBOR plus a factor ranging from 1.00% to 1.50% based on the Company’s leverage ratio. The facility’s maturity is March 2017. 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 trade and standby letters of credit. Outstanding borrowings on the Revolving Credit Facility at March 31, 2013 and September 30, 2012 were $325,000 and $281,323, respectively. The weighted-average interest rate on outstanding borrowings on this facility at March 31, 2013 and 2012 was 2.98% and 2.89%, respectively.

The Company has entered into the following interest rate swaps:

Effective Date	Amount	Fixed Interest Rate	Interest Rate Spread at March 31, 2013	Maturity Date
May 2011	$25,000	1.37%	1.50%	May 2014
October 2011	25,000	1.67%	1.50%	October 2015
November 2011	25,000	2.13%	1.50%	November 2014
March 2012	25,000	2.44%	1.50%	March 2015
June 2012	40,000	1.88%	1.50%	June 2022
August 2012	35,000	1.74%	1.50%	June 2022
September 2012	25,000	3.03%	1.50%	December 2015
September 2012	25,000	1.24%	1.50%	March 2017
November 2012	25,000	1.33%	1.50%	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 $6,289 ($3,837 after tax) and $6,825 ($4,163 after tax) at March 31, 2013 and 2012, respectively, 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, 2013, approximately $1,664 of the $3,837 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, 2013 and September 30, 2012, 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, 2013		September 30, 2012
Current liabilities:
Other current liabilities	$	2,727	$	2,851
Long-term liabilities
Other liabilities		3,562		6,282
Total derivatives	$	6,289	$	9,133

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,

2013

2012

2013

2012

Interest rate swaps

Interest expense

$(1,026)

$(733)

$(2,029)

$(1,420)

The Company recognized the following losses in AOCL:

Location of

Gain or

(Loss)

Amount of Loss

Reclassified

Reclassified from

Amount of

From

AOCL into

Derivatives in

Gain or (Loss) Recognized in

AOCL into

Income

Cash Flow

AOCL on Derivatives

Income

(Effective Portion*)

Hedging Relationships

March 31,

2013

March 31,

2012

(Effective

Portion*)

March 31, 2013

March 31,

2012

Interest rate swaps

$497

$(661)

Interest expense

$(1,238)

$(866)

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

In March 2013, the Company, through certain of its European subsidiaries, entered into a credit facility with a European bank. The maximum amount of borrowing available under this facility was 25.0 million Euros ($32,000). Outstanding borrowings under the credit facility totaled 25.0 million Euros ($32,000) at March 31, 2013. The weighted-average interest rate on outstanding borrowings under this facility at March 31, 2013 was 1.37%.

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 2.9 million Euros ($3,719) and 8.2 million Euros ($10,514) at March 31, 2013 and September 30, 2012, respectively. The weighted-average interest rate on outstanding borrowings of Saueressig at March 31, 2013 and 2012 was 3.89% and 6.10%, respectively.

The Company, through its German subsidiary, Wetzel GmbH (“Wetzel”), acquired in November 2012, has several loans with various European banks. Outstanding borrowings under these loans totaled 8.3 million Euros ($10,701) at March 31, 2013. The weighted-average interest rate on outstanding borrowings of Wetzel at March 31, 2013 was 7.17%.

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 5.3 million Euros ($6,767) and 6.3 million Euros ($8,080) at March 31, 2013 and September 30, 2012, respectively. Matthews International S.p.A. also has four lines of credit totaling 11.4 million Euros ($14,574) with the same Italian banks. Outstanding borrowings on these lines were 5.2 million Euros ($6,714) and 3.4 million Euros ($4,322) at March 31, 2013 and September 30, 2012, respectively. The weighted-average interest rate on outstanding Matthews International S.p.A. borrowings at March 31, 2013 and 2012 was 3.16% and 3.15%, respectively.

As of March 31, 2013 and September 30, 2012 the fair value of the Company’s long-term debt, including current maturities, 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. 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. In February 2013, the Company’s shareholders approved the adoption of a new plan, the 2012 Equity Incentive Plan (“the 2012 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 2012 Plan, which has a ten-year term, the maximum number of shares available for grants or awards is an aggregate of 2,500,000. There will be no further grants under the 2007 Equity Incentive Plan or the 1992 Incentive Stock Plan. At March 31, 2013, there were 2,500,000 shares reserved for future issuance under the 2012 Equity Incentive Plan. All 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 pre-defined levels of 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, for grants made prior to fiscal 2013, generally one-half of the shares vest on the third anniversary of the grant, with the remaining one-half of the shares vesting in one-third increments upon attainment of pre-defined levels of appreciation in the market value of the Company’s Class A Common Stock. For grants made in fiscal 2013, generally one-half of the shares vest on the third anniversary of the grant, one-quarter of the shares vest in one-third increments upon the attainment of pre-defined levels of adjusted earnings per share, and the remaining one-quarter of the shares vest in one-third increments upon attainment of pre-defined levels of appreciation in the market value of the Company’s Class A Common Stock. Additionally, 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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 6. Share-Based Payments (continued)

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, 2013 and 2012, total stock-based compensation cost totaled $1,378 and $1,319, respectively. For the six-month periods ended March 31, 2013 and 2012, total stock-based compensation cost totaled $2,757 and $2,731, respectively. The associated future income tax benefit recognized was $537 and $514 for the three-month periods ended March 31, 2013 and 2012, respectively, and $1,075 and $1,065 for the six-month periods ended March 31, 2013 and 2012, respectively.

For the three-month periods ended March 31, 2013 and 2012, the amount of cash received from the exercise of stock options was $48 and $237, respectively. For the six-month periods ended March 31, 2013 and 2012, the amount of cash received from the exercise of stock options was $523 and $265, respectively. In connection with these exercises, the tax benefits realized by the Company were $3 and $19 for the three-month periods ended March 31, 2013 and 2012, respectively, and $66 and $22 for the six-month periods ended March 31, 2013 and 2012, respectively.

The transactions for restricted stock for the six months ended March 31, 2013 were as follows:

				Weighted-
				average
				grant-date
	Shares			fair value
Non-vested at September 30, 2012		551,389		$	32.56
Granted		236,500			25.22
Vested		(73,710	)		37.31
Expired or forfeited		(42,956	)		30.82
Non-vested at March 31, 2013		671,223			29.57

As of March 31, 2013, the total unrecognized compensation cost related to unvested restricted stock was $6,484 and is expected to be recognized over a weighted average period of 1.8 years.

The transactions for shares under options for the six months ended March 31, 2013 were as follows:

						Weighted-
				Weighted-		average		Aggregate
				average		remaining		intrinsic
	Shares			exercise price		contractual term		value
Outstanding, September 30, 2012		840,282			$37.15
Granted		-			-
Exercised		(23,141	)		22.59
Expired or forfeited		(47,683	)		37.09
Outstanding, March 31, 2013		769,458			37.60		2.6		$ -
Exercisable, March 31, 2013		433,220			36.69		2.4		$ -

No shares were earned during the three-month and six-month periods ended March 31, 2013 and 2012, 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, 2013 and 2012 was $190 and $57, 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, 2013 were as follows:

				Weighted-average
				grant-date
Non-vested shares	Shares			fair value
Non-vested at September 30, 2012		355,872			$11.35
Granted		-			-
Vested		-			-
Expired or forfeited		(19,634	)		12.16
Non-vested at March 31, 2013		336,238			11.30

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, 2013 and 2012.

	Six Months Ended March 31,
	2013			2012
Expected volatility		29.5	%		30.4	%
Dividend yield		1.2	%		1.0	%
Average risk free interest rate		0.6	%		0.9	%
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 17,005 shares had been deferred under the Director Fee Plan at March 31, 2013. 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 $100. A total of 22,300 stock options have been granted under the plan. At March 31, 2013, 11,800 options were outstanding and vested. Additionally, 103,150 shares of restricted stock have been granted under the plan, 38,227 of which were unvested at March 31, 2013. 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,
	2013		2012		2013		2012
Net income attributable to Matthews shareholders	$	14,192	$	15,258	$	22,447	$	26,543
Less: dividends and undistributed earnings allocated to participating securities		145		224		251		436
Net income available to Matthews shareholders	$	14,047	$	15,034	$	22,196	$	26,107

Weighted-average shares outstanding (in thousands):
Basic shares		27,369		27,926		27,312		27,933
Effect of dilutive securities		143		42		99		80
Diluted shares		27,512		27,968		27,411		28,013

Options to purchase 730,642 and 749,667 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, 2013, respectively, because the inclusion of these options would be anti-dilutive. 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.

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
	2013			2012			2013			2012

Service cost	$	1,685		$	1,424		$	199		$	182
Interest cost		1,913			1,950			282			321
Expected return on plan assets		(2,243	)		(1,953	)		-			-
Amortization:
Prior service cost		(52	)		(11	)		(68	)		(113	)
Net actuarial loss		1,806			1,680			110			134

Net benefit cost	$	3,109		$	3,090		$	523		$	524

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
	2013			2012			2013			2012

Service cost	$	3,370		$	2,848		$	398		$	364
Interest cost		3,826			3,900			564			642
Expected return on plan assets		(4,486	)		(3,906	)		-			-
Amortization:
Prior service cost		(104	)		(22	)		(136	)		(226	)
Net actuarial loss		3,612			3,360			220			268

Net benefit cost	$	6,218		$	6,180		$	1,046		$	1,048

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 2013.

Contributions made and anticipated for fiscal year 2013 are as follows:

Contributions	Pension		Other Postretirement

Contributions during the six months ended March 31, 2013:
Supplemental retirement plan	$	362	$	-
Other postretirement plan		-		441

Additional contributions expected in fiscal 2013:
Supplemental retirement plan		358		-
Other postretirement plan		-		665

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, 2013 was 35.0%, compared to 34.5% for the first half of fiscal 2012. 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 Company had unrecognized tax benefits (excluding penalties and interest) of $3,074 and $2,708 on March 31, 2013 and September 30, 2012, respectively, all of which, if recorded, would impact the 2013 annual effective tax rate. It is reasonably possible that $36 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 $187 in interest and penalties in the provision for income taxes for the first six months of fiscal 2013. Total penalties and interest accrued were $2,058 and $1,871 at March 31, 2013 and September 30, 2012, 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, 2013, the tax years that remain subject to examination by major jurisdiction generally are:

United States – Federal	2010 and forward
United States – State	2009 and forward
Canada	2008 and forward
Europe	2004 and forward
United Kingdom	2010 and forward
Australia	2009 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 and Fulfillment Systems, Merchandising Solutions). 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 interests.

Information about the Company's segments follows:

	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2013		2012		2013		2012
Sales to external customers:
Memorialization:
Cemetery Products	$	55,690	$	53,575	$	108,514	$	98,725
Funeral Home Products		67,996		61,767		128,753		120,338
Cremation		12,320		11,098		23,422		20,532
		136,006		126,440		260,689		239,595
Brand Solutions:
Graphics Imaging		78,519		64,839		140,954		135,282
Marking and Fulfillment Systems		22,350		17,756		40,265		34,139
Merchandising Solutions		19,515		16,510		40,091		33,742
		120,384		99,105		221,310		203,163

	$	256,390	$	225,545	$	481,999	$	442,758

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,
	2013		2012		2013		2012
Operating profit:
Memorialization:
Cemetery Products	$	5,851	$	10,165	$	12,223	$	14,700
Funeral Home Products		9,751		7,327		17,444		13,815
Cremation		997		1,232		1,472		1,989
		16,599		18,724		31,139		30,504
Brand Solutions:
Graphics Imaging		5,510		3,731		5,802		8,712
Marking and Fulfillment Systems		2,407		2,045		2,783		3,413
Merchandising Solutions		554		787		1,845		1,583
		8,471		6,563		10,430		13,708

	$	25,070	$	25,287	$	41,569	$	44,212

Note 11. Acquisitions

In March 2013, the Company completed the purchase of the remaining 38.5% interest in Kroma Pre-Press Preparation Systems Industry & Trade, Inc. (“Kroma”), completing the option arrangement in connection with the July 2011 acquisition of a 61.5% interest in Kroma.

In March 2013, the Company completed the purchase of the remaining 20% interest in Furnace Construction Cremators Limited (“FCC”). The Company had acquired an 80% interest in FCC in March 2010.

In December 2012, the Company acquired Pyramid Controls, Inc. and its affiliate, Pyramid Control Systems (collectively, “Pyramid”). Pyramid is a provider of warehouse control systems and conveyor control solutions for distribution centers. The acquisition is designed to expand Matthews' fulfillment products and services in the warehouse management market. The initial purchase price for the transaction was $24,532, plus potential additional consideration up to $3,700 based on future operating results.

In November 2012, the Company completed the acquisition of Wetzel Holding AG, Wetzel GmbH and certain related affiliates (collectively “Wetzel”). Wetzel is a leading European provider of pre-press services and gravure printing forms, with manufacturing operations in Germany and Poland. Wetzel’s products and services are sold primary within Europe, and the acquisition is designed to expand Matthews' products and services in the global graphics imaging market. The purchase price for Wetzel was 42.6 million Euros ($54,748) on a cash-free, debt-free basis.

The allocation of purchase price for the Wetzel and Pyramid acquisitions are preliminary. The Company has allocated the additional purchase price to goodwill. Adjustments are expected to other intangibles and property, plant and equipment once the valuations are finalized.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited), Continued

(Dollar amounts in thousands, except per share data)

Note 12. 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 and Fulfillment		Merchandising
	Products			Products		Cremation			Imaging			Products		Solutions		Consolidated

Goodwill	$	97,783		$	162,876	$	17,558		$	167,262		$	30,816	$	9,138	$	485,433
Accumulated impairment losses		(412	)		-		(5,000	)		(3,840	)		-		-		(9,252	)
Balance at September 30, 2012		97,371			162,876		12,558			163,422			30,816		9,138		476,181

Additions during period		914			199		269			30,303			24,961		-		56,646
Translation and other adjustments		(97	)		-		(242	)		(1,675	)