Attached files

file filename
EX-31.2 - EXHIBIT 31.2 STEVEN NICOLA PRINCIPAL FINANCIAL OFFICER CERTIFICATION - MATTHEWS INTERNATIONAL CORPexhibit31-2snicola.htm
EX-23 - EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - MATTHEWS INTERNATIONAL CORPexhibit23-consent.htm
EX-21 - EXHIBIT 21 LIST OF SUBSIDIARIES - MATTHEWS INTERNATIONAL CORPexhibit21-subsidiaries.htm
EX-10.6 - EXHIBIT 10.6 OFFICERS RETIREMENT RESTORATION PLAN - MATTHEWS INTERNATIONAL CORPexhibit10-6officersretirment.htm
EX-32.1 - EXHIBIT 32.1 JOSEPH BARTOLACCI SECTION 906 CERTIFICATION - MATTHEWS INTERNATIONAL CORPexhibit32-1jbartolacci.htm
EX-31.1 - EXHIBIT 31.1 JOSEPH BARTOLACCI PRINCIPAL EXECUTIVE OFFICER CERTIFICATION - MATTHEWS INTERNATIONAL CORPexhibit31-1jbartolacci.htm
EX-32.2 - EXHIBIT 32.2 STEVEN NICOLA SECTION 906 CERTIFICATION - MATTHEWS INTERNATIONAL CORPexhibit32-2snicola.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2009
Commission File Number 0-09115
MATTHEWS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)

COMMONWEALTH OF 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

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Class A Common Stock, $1.00 par value
 
NASDAQ Global Select Market System

Securities registered pursuant to Section 12(g) of the Act:  None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x           No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o           No x

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.  x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405a of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 o
No o
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” 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

The aggregate market value of the Class A Common Stock outstanding and held by non-affiliates of the registrant, based upon the closing sale price of the Class A Common Stock on the NASDAQ Global Select Market System on March 31, 2009, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $867 million.

As of October 31, 2009, shares of common stock outstanding were: Class A Common Stock 30,331,268 shares

Documents incorporated by reference: Specified portions of the Proxy Statement for the 2010 Annual Meeting of Shareholders are incorporated by reference into Part III of this Report.

The index to exhibits is on pages 74-76

 

 

PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

Any forward-looking statements contained in this Annual Report on Form 10-K (specifically those contained in Item 1, "Business", Item 1A, “Risk Factors” and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations") are included in this report 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 Matthews International Corporation (“Matthews” or 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.


 
ITEM 1.  BUSINESS.

Matthews, 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 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. The Company's products and operations are comprised of six business segments:  Bronze, Casket, Cremation, Graphics Imaging, Marking Products and Merchandising Solutions.  The Bronze segment is a leading manufacturer of cast bronze memorials and other memorialization products, cast and etched architectural products and is a leading builder of mausoleums in the United States.  The Casket segment is a leading casket manufacturer and distributor in North America and produces a wide variety of wood and metal caskets.  The Cremation segment is a leading designer and manufacturer of cremation equipment and cremation caskets primarily in North America. The Graphics Imaging segment manufactures and provides brand solutions, 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.

At October 31, 2009, the Company and its majority-owned subsidiaries had approximately 4,500 employees.  The Company's principal executive offices are located at Two NorthShore Center, Pittsburgh, Pennsylvania 15212, its telephone number is
(412) 442-8200 and its internet website is www.matw.com.  The Company files all required reports with the Securities and Exchange Commission (“SEC”) in accordance with the Exchange Act.  These reports are available free of charge on the Company’s website as soon as practicable after being filed or furnished to the SEC. The reports filed with the SEC are also available to read and copy at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or by contacting the SEC at 1-800-732-0330.  All reports filed with the SEC can be found on its website at www.sec.gov.

The following table sets forth reported sales and operating profit for the Company's business segments for the past three fiscal years.  Detailed financial information relating to business segments and to domestic and international operations is presented in Note 16 (“Segment Information”) to the Consolidated Financial Statements included in Part II of this Annual Report on Form 10-K.

 
2

 

ITEM 1.
BUSINESS, continued

   
Years Ended September 30,
 
   
2009
   
2008
   
2007
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
   
(Dollars in Thousands)
 
Sales to unaffiliated customers:
                         
Memorialization:
                                   
Bronze
  $ 215,934       27.7 %   $ 243,063       29.7 %   $ 229,850       30.7 %
Casket
    203,247       26.0       219,792       26.8       210,673       28.1  
Cremation
    30,909       4.0       26,665       3.3       25,166       3.3  
      450,090       57.7       489,520       59.8       465,689       62.1  
Brand Solutions:
                                               
Graphics Imaging
    234,966       30.1       203,703       24.9       146,049       19.5  
Marking Products
    42,355       5.4       60,031       7.3       57,450       7.7  
Merchandising Solutions
    53,497       6.8       65,369       8.0       80,164       10.7  
      330,818       42.3       329,103       40.2       283,663       37.9  
Total
  $ 780,908       100.0 %   $ 818,623       100.0 %   $ 749,352       100.0 %
                                                 
Operating profit:
                                               
Memorialization:
                                               
Bronze
  $ 57,598       57.0 %   $ 71,576       53.8 %   $ 66,298       59.3 %
Casket
    17,716       17.5       23,339       17.6       11,801       10.6  
Cremation
    5,036       5.0       5,474       4.1       3,631       3.2  
      80,350       79.5       100,389       75.5       81,730       73.1  
Brand Solutions:
                                               
Graphics Imaging
    19,217       19.0       18,617       14.0       14,439       12.9  
Marking Products
    1,500       1.5       9,137       6.9       9,931       8.9  
Merchandising Solutions
    (56 )     -       4,809       3.6       5,724       5.1  
      20,661       20.5       32,563       24.5       30,094       26.9  
Total
  $ 101,011       100.0 %   $ 132,952       100.0 %   $ 111,824       100.0 %


In fiscal 2009, approximately 64% of the Company's sales were made from the United States, and 32%, 2%, 1% and 1% were made from Europe, Canada, Australia and Asia, respectively. For further information on Segments see Note 16, “Segment Information” in Item 8 - “Financial Statements and Supplementary Data” on pages 59 and 60 of this report. Bronze segment products are sold throughout the world with the segment's principal operations located in the United States, Europe, Canada, and Australia.  Casket segment products are primarily sold in North America. Cremation segment products and services are sold primarily in North America, Europe, Asia, and Australia.  Products and services of the Graphics Imaging segment are sold primarily in Europe, the United States and Asia.  The Marking Products segment sells equipment and consumables directly to industrial consumers and distributors in the United States and internationally through the Company's subsidiaries in Canada, Sweden and China, and through other foreign distributors.  Matthews owns a minority interest in Marking Products distributors in Asia, Australia and Europe.  Merchandising Solutions segment products and services are sold principally in the United States.



 
3

 

ITEM 1.
BUSINESS, continued

MEMORIALIZATION PRODUCTS AND MARKETS:

Bronze:

The Bronze segment manufactures and markets products used primarily in the cemetery and funeral home industries.  The segment's products, which are sold principally in the United States, Europe, Canada and Australia, include cast bronze memorials and other memorialization products used primarily in cemeteries.  The segment also manufactures and markets cast and etched architectural products that are produced from bronze, aluminum and other metals, which are used to identify or commemorate people, places, events and accomplishments.

Memorial products, which comprise the majority of the Bronze segment's sales, include flush bronze memorials, flower vases, crypt plates and letters, cremation urns, niche units, cemetery features and statues, along with other related products and services. Flush bronze memorials are bronze plaques which contain personal information about a deceased individual such as name, birth date, death date and emblems.  These memorials are used in cemeteries as an alternative to upright and flush granite monuments.  The memorials are even or "flush" with the ground and therefore are preferred by many cemeteries for easier mowing and general maintenance.  In order to provide products for the granite memorial and mausoleum markets, the Company's other memorial products include community and family mausoleums, granite monuments and benches, bronze plaques, letters, emblems, vases, lights and photoceramics that can be affixed to granite monuments, mausoleums, crypts and flush memorials. Matthews is a leading builder of mausoleums within North America.  Principal customers for memorial products are cemeteries and memorial parks, which in turn sell the Company's products to the consumer.

Customers of the Bronze segment can also purchase memorials and vases on a “pre-need” basis.  The “pre-need” concept permits families to arrange for these purchases in advance of their actual need.  Upon request, the Company will manufacture the memorial to the customer’s specifications (e.g., name and birth date) and place it in storage for future delivery.  All memorials in storage have been paid in full with title conveyed to each pre-need purchaser.

The Bronze segment manufactures a full line of memorial products for cremation, including urns in a variety of sizes, styles and shapes.  The segment also manufactures bronze and granite niche units, which are comprised of numerous compartments used to display cremation urns in mausoleums and churches.  In addition, the Company also markets turnkey cremation gardens, which include the design and all related products for a cremation memorial garden.

Architectural products include cast bronze and aluminum plaques, etchings and letters that are used to recognize, commemorate and identify people, places, events and accomplishments.  The Company's plaques are frequently used to identify the name of a building or the names of companies or individuals located within a building.  Such products are also used to commemorate events or accomplishments, such as military service or financial donations.  The principal markets for the segment's architectural products are corporations, fraternal organizations, contractors, churches, hospitals, schools and government agencies.  These products are sold to and distributed through a network of independent dealers including sign suppliers, awards and recognition companies, and trophy dealers.

Raw materials used by the Bronze segment consist principally of bronze and aluminum ingot, sheet metal, coating materials, photopolymers and construction materials and are generally available in adequate supply.  Ingot is obtained from various North American, European and Australian smelters.

Competition from other bronze memorialization product manufacturers is on the basis of reputation, product quality, delivery, price and design availability. The Company also competes with upright granite monument and flush granite memorial providers. The Company believes that its superior quality, broad product lines, innovative designs, delivery capability, customer responsiveness, experienced personnel and consumer-oriented merchandising systems are competitive advantages in its markets.  Competition in the mausoleum construction industry includes various construction companies throughout North America and is on the basis of design, quality and price.  Competitors in the architectural market are numerous and include companies that manufacture cast and painted signs, plastic materials, sand-blasted wood and other fabricated products.

 
4

 

ITEM 1.                      BUSINESS, continued

Casket:

The Casket segment is a leading manufacturer and distributor of caskets in North America.  The segment produces two types of caskets: metal and wood.  Caskets can be customized with many different options such as color, interior design, handles and trim in order to accommodate specific religious, ethnic or other personal preferences.

Metal caskets are made from various gauges of cold-rolled steel, stainless steel, copper and bronze.  Metal caskets are generally categorized by whether the casket is non-gasketed or gasketed, and by material (i.e., bronze, copper, or steel) and in the case of steel, by the gauge (thickness) of the metal.

The segment's wood caskets are manufactured from nine different species of wood, as well as from veneer.  The species of wood used are poplar, pine, ash, oak, pecan, maple, cherry, walnut and mahogany.  The Casket segment is a leading manufacturer of all-wood constructed caskets, which are manufactured using pegged and dowelled construction, and include no metal parts.  All-wood constructed caskets are preferred by certain religious groups.

The segment also produces casket components.  Casket components include stamped metal parts, metal locking mechanisms for gasketed metal caskets, adjustable beds, interior panels and plastic ornamental hardware for the exterior of the casket.  Metal casket parts are produced by stamping cold-rolled steel, stainless steel, copper and bronze sheets into casket body parts.  Locking mechanisms and adjustable beds are produced by stamping and assembling a variety of steel parts.  Certain ornamental hardware styles are produced from injection molded plastic.  The segment purchases from sawmills and lumber distributors various species of uncured wood, which it dries and cures.  The cured wood is processed into casket components.

Additionally, the segment provides assortment planning and merchandising and display products to funeral service businesses. These products assist funeral service professionals in providing value and satisfaction to their client families.

The primary materials required for casket manufacturing are cold-rolled steel and lumber. The segment also purchases copper, bronze, stainless steel, cloth, ornamental hardware and coating materials. Purchase orders or supply agreements are typically negotiated with large, integrated steel producers that have demonstrated timely delivery, high quality material and competitive prices.  Lumber is purchased from a number of sawmills and lumber distributors.  The Company purchases most of its lumber from sawmills within 150 miles of its wood casket manufacturing facility in York, Pennsylvania.

The segment markets its casket products in the United States through a combination of Company-owned and independent casket distribution facilities.  The Company operates approximately 45 distribution centers in the United States.  Over 75% of the segment’s casket products are currently sold through Company-owned distribution centers.

The casket business is highly competitive. The segment competes with other manufacturers on the basis of product quality, price, service, design availability and breadth of product line.  The segment provides a line of casket products that it believes is as comprehensive as any of its major competitors.  There are a large number of casket industry participants operating in North America, and the industry has recently seen a few new foreign casket manufacturers, primarily from China, enter the North American market. The Casket segment and its two largest competitors account for a substantial portion of the finished caskets produced and sold in North America.

Historically, the segment's operations have experienced seasonal variations. Generally, casket sales are higher in the second quarter and lower in the fourth quarter of each fiscal year. These fluctuations are due in part to the seasonal variance in the death rate, with a greater number of deaths generally occurring in cold weather months.


 
5

 

ITEM 1.
BUSINESS, continued

Cremation:

The Cremation segment has four major groups of products and services: cremation equipment, cremation caskets, equipment service and repair, and supplies and urns.

The Cremation segment is the leading designer and manufacturer of cremation equipment, serving North America, Europe, Australia and Asia. Cremation equipment includes systems for cremation of humans and animals, as well as equipment for processing the cremated remains and other related equipment such as handling equipment (tables, cooler racks, vacuums).  Cremation equipment and products are sold primarily to funeral homes, cemeteries, crematories, animal disposers and veterinarians within North America, Europe, Australia and Asia.

Cremation casket products consist primarily of three types of caskets: cloth-covered wood, cloth-covered corrugated material and paper veneer-covered particleboard and corrugated material.  These products are generally used in cremation and are marketed principally in the United States through independent distributors and company-owned distribution centers operated by the Company’s Casket segment.

Service and repair consists of maintenance work performed on various makes and models of cremation equipment.  This work can be as simple as routine maintenance offered at-need or through annual service contracts, or as complex as complete on-site reconstruction.  The principal markets for these services are the owners and operators of cremation equipment.  These services are marketed principally in North America through Company sales representatives.

Supplies and urns are consumable items associated with cremation operations.  Supplies distributed by the segment include operator safety equipment, identification discs and combustible roller tubes.  Urns distributed by the segment include products ranging from plastic containers to bronze urns for cremated remains.  These products are marketed primarily in North America.

Raw materials used by the Cremation segment consist principally of structural steel, sheet metal, electrical components, cloth, wood, particleboard, corrugated materials, paper veneer and masonry materials and are generally available in adequate supply from numerous suppliers.

The Company competes with several manufacturers in the cremation equipment market principally on the basis of product quality and price.  The Cremation segment and its three largest competitors account for a substantial portion of the U.S. cremation equipment market.  The cremation casket business is highly competitive. The segment competes with other cremation casket manufacturers on the basis of product quality, price and design availability.  Although there are a large number of casket industry participants, the Cremation segment and its two largest competitors account for a substantial portion of the cremation caskets sold in the United States.

Historically, the segment’s cremation casket operations have experienced seasonal variations.  These fluctuations are due in part to the seasonal variance in the death rate, with a greater number of deaths generally occurring in cold weather months.

 
6

 

ITEM 1.
BUSINESS, continued

BRAND SOLUTIONS PRODUCTS AND MARKETS:

Graphics Imaging:

The Graphics Imaging segment provides brand management, pre-press services, printing plates and cylinders, embossing tools, and creative design services principally to the primary packaging and corrugated industries. The primary packaging industry consists of manufacturers of printed packaging materials such as boxes, flexible packaging, folding cartons and bags commonly seen at retailers of consumer goods. The corrugated packaging industry consists of manufacturers of printed corrugated containers.  Other major industries served include the wallpaper, flooring, automotive, and textile industries.

The principal products and services of this segment include brand management, pre-press graphics services, printing plates, gravure cylinders, steel bases, embossing tools, special purpose machinery, engineering assistance, print process assistance, print production management, digital asset management, content management, and package design.  These products and services are used by brand owners and packaging manufacturers to develop and print packaging graphics that identify and help sell the product in the marketplace.  Other packaging graphics can include nutritional information, directions for product use, consumer warning statements and UPC codes. The primary packaging manufacturer produces printed packaging from paper, film, foil and other composite materials used to display, protect and market the product. The corrugated packaging manufacturer produces printed containers from corrugated sheets.  Using the Company's products, these sheets are printed and die cut to make finished containers.

The segment offers a wide array of value-added services and products.  These include print process and print production management services; print engineering consultation; pre-press preparation, which includes computer-generated art, film and proofs; plate mounting accessories and various press aids; and rotary and flat cutting dies used to cut out intricately designed containers and point-of-purchase displays.  The segment also provides creative digital graphics services to brand owners and packaging markets.

The Company works closely with manufacturers to provide the proper printing forms and tooling used to print the packaging to the user's specifications.  The segment's printing plate products are made principally from photopolymer resin and sheet materials.  Upon customer request, plates can be pre-mounted press-ready in a variety of configurations that maximize print quality and minimize press set-up time.  Gravure cylinders, manufactured from steel, copper and chrome, can be custom engineered for multiple print processes.

The Graphics Imaging segment customer base consists primarily of brand owners and packaging industry converters.  Brand owners are generally large, well-known consumer products companies and retailers with a national or global presence.  These types of companies tend to purchase their graphics needs directly and supply the printing forms, or the electronic files to make the printing plates and gravure cylinders, to the packaging printer for their products.  The Graphics Imaging segment serves customers primarily in Europe, the United States and Asia.  In Europe, the segment has its principal operations in Germany, the United Kingdom, Poland and Austria.

Major raw materials for this segment's products include photopolymers, copper, steel, film and graphic art supplies.  All such materials are presently available in adequate supply from various industry sources.

The Graphics Imaging segment is one of several manufacturers of printing plates and cylinders and providers of pre-press services with an international presence.  The segment competes in a fragmented industry consisting of a few multi-plant regional printing form suppliers and a large number of local single-facility companies located across Europe and the United States.  The combination of the Company's Graphics Imaging business in Europe, the United States and Asia is an important part of Matthews’ strategy to become a worldwide leader in the graphics industry and service multinational customers on a global basis.  Competition is on the basis of product quality, timeliness of delivery, price and value-added services.  The Company differentiates itself from the competition by consistently meeting customer demands, its ability to service customers nationally and globally, and its ability to provide value-added services.


 
7

 

ITEM 1.
BUSINESS, continued

Marking Products:

The Marking Products segment designs, manufactures and distributes a wide range of marking and coding products and related consumables, as well as industrial automation products.  The Company’s products are used by manufacturers and suppliers to identify, track and convey their products and packaging.  Marking products can range from a simple hand stamp to microprocessor-based ink-jet printing systems.  Coding systems often integrate into the customer’s manufacturing, inventory tracking and conveyance control systems.  The Company manufactures and markets products and systems that employ the following marking methods to meet customer needs:  contact printing, indenting, etching and ink-jet printing.  Customers will often use a combination of these methods in order to achieve an appropriate mark.  These methods apply product information required for identification and traceability as well as to facilitate inventory and quality control, regulatory compliance and brand name communication.

The segment’s industrial automation products are based upon embedded control architecture to create innovative custom solutions which can be “productized.”  Industries that products are created for include oil exploration, material handling and security scanning.  The material handling industry customers include the largest automated assembly and mail sorting companies in the United States.

A significant portion of the revenue of the Marking Products segment is attributable to the sale of consumables and replacement parts in connection with the marking, coding and tracking hardware sold by the Company.  The Company develops inks, rubber and steel consumables in harmony with the marking equipment in which they are used, which is critical to assure ongoing equipment reliability and mark quality.  Many marking equipment customers also use the Company's inks, solvents and cleaners.

The principal customers for the Company's marking products are consumer goods manufacturers, including food and beverage processors, producers of pharmaceuticals, and manufacturers of durable goods and building products.  The Company also serves a wide variety of industrial markets, including metal fabricators, manufacturers of woven and non-woven fabrics, plastic, rubber and automotive products.

A portion of the segment's sales are outside the United States and are distributed through the Company's subsidiaries in Canada, Sweden and China in addition to other international distributors.  Matthews owns a minority interest in distributors in Asia, Australia and Europe.

The marking products industry is diverse, with companies either offering limited product lines for well-defined specialty markets, or similar to the Company, offering a broad product line and competing in various product markets and countries.  In the United States, the Company has manufactured and sold marking products and related consumable items since 1850.

Major raw materials for this segment's products include precision components, electronics, printing components, tool steels, rubber and chemicals, all of which are presently available in adequate supply from various sources.

Competition for marking products is based on product performance, integration into the manufacturing process, service and price.  The Company normally competes with specialty companies in specific brand marking solutions and traceability applications.  The Company believes that, in general, it offers the broadest line of marking products to address a wide variety of marking applications.

 
8

 

ITEM 1.
BUSINESS, continued

Merchandising Solutions:

The Merchandising Solutions segment provides merchandising and printing solutions for manufacturers and retailers.  The segment designs, manufactures and installs merchandising and display systems, and also provides creative merchandising and marketing solutions services.
 
 
The majority of the segment’s sales are derived from the design, engineering, manufacturing and installation of merchandising and display systems.  These systems include permanent and temporary displays, custom store fixtures, brand concept shops, interactive kiosks, custom packaging, and screen and digitally printed promotional signage.  Design and engineering services include concept and model development, graphics design and prototyping.  Merchandising and display systems are manufactured to specifications developed by the segment in conjunction with the customer.  These products are marketed and sold primarily in the United States.

The segment operates in a fragmented industry consisting primarily of a number of small, locally operated companies.  Industry competition is intense and the segment competes on the basis of reliability, creativity and providing a broad array of merchandising products and services.  The segment is unique in its ability to provide in-depth marketing and merchandising services as well as design, engineering and manufacturing capabilities.  These capabilities allow the segment to deliver complete turnkey merchandising solutions quickly and cost effectively.

Major raw materials for the segment’s products include wood, particleboard, corrugated materials, structural steel, plastic, laminates, inks, film and graphic art supplies.  All of these raw materials are presently available in adequate supply from various sources.

PATENTS, TRADEMARKS AND LICENSES:

The Company holds a number of domestic and foreign patents and trademarks.  However, the Company believes the loss of any or a significant number of patents or trademarks would not have a material impact on consolidated operations or revenues.

BACKLOG:

Because the nature of the Company's Bronze, Graphics Imaging and Merchandising Solutions businesses are primarily custom products made to order with short lead times, backlogs are not generally material except for mausoleums. Backlogs vary in a range of approximately one year of sales for mausoleums. Backlogs for the Casket segment and the cremation casket businesses are not material. Cremation equipment sales backlogs vary in a range of eight to ten months of sales.  Backlogs generally vary in a range of up to four weeks of sales in the Marking Products segment.  The Company’s backlog is expected to be substantially filled in fiscal 2010.

REGULATORY MATTERS:

The Company's operations are subject to various federal, state and local laws and regulations relating to the protection of the environment.  These laws and regulations impose limitations on the discharge of materials into the environment and require the Company to obtain and operate in compliance with conditions of permits and other government authorizations.  As such, the Company has developed environmental, health and safety policies and procedures that include the proper handling, storage and disposal of hazardous materials.

The Company is party to various environmental matters.  These include obligations to investigate and mitigate the effects on the environment of the disposal of certain materials at various operating and non-operating sites.  The Company is currently performing environmental assessments and remediation at these sites, as appropriate.  In addition, prior to its acquisition, The York Group, Inc. was identified, along with others, by the Environmental Protection Agency as a potentially responsible party for remediation of a landfill site in York, Pennsylvania.  At this time, the Company has not been joined in any lawsuit or administrative order related to the site or its clean-up.


 
9

 

ITEM 1.
BUSINESS, continued

At September 30, 2009, an accrual of approximately $7.3 million had been recorded for environmental remediation (of which $836,000 was classified in other current liabilities), representing management's best estimate of the probable and reasonably estimable costs of the Company's known remediation obligations.  The accrual does not consider the effects of inflation and anticipated expenditures are not discounted to their present value.  While final resolution of these contingencies could result in costs different than current accruals, management believes the ultimate outcome will not have a significant effect on the Company's consolidated results of operations or financial position.


ITEM 1A.  RISK FACTORS.

There are inherent risks and uncertainties associated with the Company’s businesses that could adversely affect its operating performance and financial condition.  Set forth below are descriptions of those risks and uncertainties that the Company currently believes to be material.  Additional risks not currently known or deemed immaterial may also result in adverse effects on the Company.

Changes in Economic Conditions.  Generally, changes in domestic and international economic conditions affect the industries in which the Company and its customers and suppliers operate.  These changes include changes in the rate of consumption or use of the Company’s products due to economic downturns, volatility in currency exchange rates, and changes in raw material prices resulting from supply and/or demand conditions.

Uncertainty about the current unprecedented global economic conditions poses a risk, as consumers and businesses may continue to postpone or cancel spending.  Other factors that could influence customer spending include energy costs, conditions in the credit markets, consumer confidence and other factors affecting consumer spending behavior.  These and other economic factors could have an effect on demand for the Company’s products and services and negatively impact the Company’s financial condition and results of operations.

Changes in Foreign Currency Exchange Rates. Manufacturing and sales of a significant portion of the Company’s products are outside the United States, and accordingly, the Company holds assets, incurs liabilities, earns revenue and pays expenses in a variety of currencies.  The Company’s consolidated financial statements are presented in U.S. dollars, and therefore, the Company must translate the reported values of its foreign assets, liabilities, revenue and expenses into U.S. dollars.  Increases or decreases in the value of the U.S. dollar compared to foreign currencies may negatively affect the value of these items in the Company’s consolidated financial statements, even though their value has not changed in local currency.

Increased Prices for Raw Materials. The Company’s profitability is affected by the prices of the raw materials used in the manufacture of its products.  These prices may fluctuate based on a number of factors, including changes in supply and demand, domestic and global economic conditions, currency exchange rates, labor costs and fuel-related costs.  If suppliers increase the price of critical raw materials, alternative sources of supply, or an alternative material, may not exist.  In addition, to the extent that the Company has quoted prices to or has existing contracts with customers, it may be unable to increase the price of its products to offset the increased costs.  Significant raw material price increases that cannot be mitigated by selling price increases or productivity improvements will negatively affect the Company’s results of operations.




 
10

 

ITEM 1.                      BUSINESS, continued

Changes in Mortality and Cremation Rates. Generally, life expectancy in the United States and other countries in which the Company’s Memorialization businesses operate has increased steadily for several decades and is expected to continue to do so in the future.  The increase in life expectancy is also expected to impact the number of deaths in the future.  Additionally, cremations have steadily grown as a percentage of total deaths in the United States since the 1960’s, and are expected to continue to increase in the future.  The Company expects that these trends will continue in the future, and the result may affect the volume of bronze memorialization products and burial caskets sold in the United States.  However, sales of the Company’s Cremation segment may benefit from the growth in cremations.

Changes in Product Demand or Pricing. The Company’s businesses have and will continue to operate in competitive markets. Changes in product demand or pricing are affected by domestic and foreign competition and an increase in consolidated purchasing by large customers operating in both domestic and global markets. The Memorialization businesses generally operate in markets with ample supply capacity and demand which is correlated to death rates.  The Brand Solutions businesses serve global customers that are requiring their suppliers to be global in scope and price competitive.  Additionally, in recent years the Company has witnessed an increase in products manufactured offshore, primarily in China, and imported into the Company’s U.S. markets.  It is expected that these trends will continue and may affect the Company’s future results of operations.

Risks in Connection with Acquisitions. The Company has grown in part through acquisitions, and continues to evaluate acquisition opportunities that have the potential to support and strengthen its businesses.  There is no assurance however that future acquisition opportunities will arise, or that if they do, that they will be consummated.  In addition, acquisitions involve inherent risks that the businesses acquired will not perform in accordance with expectations, or that synergies expected from the integration of the acquisitions will not be achieved as rapidly as expected, if at all. Failure to effectively integrate acquired businesses could prevent the realization of expected rates of return on the acquisition investment and could have a negative effect on the Company’s results of operations and financial condition.

Technological Factors Beyond the Company’s Control. The Company operates in certain markets in which technological product development contributes to its ability to compete effectively.  There can be no assurance that the Company will be able to develop new products, that new products can be manufactured and marketed profitably, or that new products will successfully meet the expectations of customers.

Changes in the Distribution of the Company’s Products or the Loss of a Large Customer. Although the Company does not have any customer that is considered individually significant to consolidated sales, it does have contracts with several large customers in both the Memorialization and Brand Solutions businesses.  While these contracts provide important access to large purchasers of the Company’s products, they can obligate the Company to sell products at contracted prices for extended periods of time which may, in the short-term, limit the Company’s ability to increase prices in response to significant raw material price increases or other factors.  Additionally, any significant divestiture of business properties or operations by current customers could result in a loss of business if the Company is not able to maintain the business with the subsequent owners of the properties.


ITEM 1B.  UNRESOLVED STAFF COMMENTS.

Not Applicable.


 
 


 
11

 

 
ITEM 2.  PROPERTIES.

Principal properties of the Company and its majority-owned subsidiaries as of October 31, 2009 were as follows (properties are owned by the Company except as noted):

Location
 
Description of Property
 
Bronze:
     
Pittsburgh, PA
 
Manufacturing / Division Offices
 
Kingwood, WV
 
Manufacturing
 
Melbourne, Australia
 
Manufacturing
(1)
Parma, Italy
 
Manufacturing / Warehouse
(1)
Searcy, AR
 
Manufacturing
 
Seneca Falls, NY
 
Manufacturing
 
       
Casket (2):
     
Monterrey, Mexico
 
Manufacturing
(1)
Richmond, IN
 
Manufacturing
(1)
Richmond, IN
 
Manufacturing / Metal Stamping
 
Richmond, IN
 
Injection Molding
(1)
York, PA
 
Manufacturing
 
       
Cremation:
     
Apopka, FL
 
Manufacturing / Division Offices
 
Richmond, IN
 
Manufacturing
(1)
Udine, Italy
 
Manufacturing
(1)
       
Graphics Imaging:
     
Pittsburgh, PA
 
Manufacturing / Division Offices
 
Julich, Germany
 
Manufacturing / Division Offices
 
Atlanta, GA
 
Manufacturing
 
Beverly, MA
 
Manufacturing
(1)
Bristol, England
 
Manufacturing
 
Dallas, TX
 
Manufacturing
(1)
Goslar, Germany
 
Manufacturing
(1)
Leeds, England
 
Manufacturing
(1)
Monchengladbach, Germany
 
Manufacturing
 
Munich, Germany
 
Manufacturing
(1)
Nuremberg, Germany
 
Manufacturing
(1)
Oakland, CA
 
Manufacturing
(1)
Poznan, Poland
 
Manufacturing
 
St. Louis, MO
 
Manufacturing
 
Shenzhen, China
 
Manufacturing
(1)
Vienna, Austria
 
Manufacturing
(1)
Vreden, Germany
 
Manufacturing
 
Wan Chai, Hong Kong
 
Manufacturing
(1)
       
Marking Products:
     
Pittsburgh, PA
 
Manufacturing / Division Offices
 
Gothenburg, Sweden
 
Manufacturing / Distribution
(1)
Tualatin, OR
 
Manufacturing
(1)
Beijing, China
 
Manufacturing
(1)
       


 
12

 


ITEM 2.
PROPERTIES, continued

Location
 
Description of Property
 
       
Merchandising Solutions:
     
East Butler, PA
 
Manufacturing / Division Offices
 
       
Corporate Office:
     
Pittsburgh, PA
 
General Offices
 


(1)
These properties are leased by the Company under operating lease arrangements. Rent expense incurred by the Company for all leased facilities was approximately $13.3 million in fiscal 2009.
(2)
In addition to the properties listed, the Casket division leases warehouse facilities totaling approximately 836,000 square feet in 23 states under operating leases.

All of the owned properties are unencumbered.  The Company believes its facilities are generally well suited for their respective uses and are of adequate size and design to provide the operating efficiencies necessary for the Company to be competitive.  The Company's facilities provide adequate space for meeting its near-term production requirements and have availability for additional capacity.  The Company intends to continue to expand and modernize its facilities as necessary to meet the demand for its products.


 
ITEM 3.  LEGAL PROCEEDINGS.

Matthews is subject to various legal proceedings and claims arising in the ordinary course of business.  Management does not expect that the results of any of these legal proceedings will have a material adverse effect on Matthews’ financial condition, results of operations or cash flows.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of the Company's security holders during the fourth quarter of fiscal 2009.

 
13

 

OFFICERS AND EXECUTIVE MANAGEMENT OF THE REGISTRANT

The following information is furnished with respect to officers and executive management as of October 31, 2009:

Name
 
Age
 
Positions with Registrant
         
Joseph C. Bartolacci
 
49
 
President and Chief Executive Officer
         
David F. Beck
 
57
 
Controller
         
Jennifer A. Ciccone
 
42
 
Vice President, Human Resources
         
C. Michael Dempe
 
53
 
Chief Operating Officer, IDL Worldwide, Inc.
         
James P. Doyle
 
58
 
Group President, Memorialization
         
Brian J. Dunn
 
52
 
Group President, Graphics and Marking Products
         
Paul C. Jensen
 
51
 
President, Marking Products Division
         
Sean F. Lydon
 
46
 
President, Packaging Graphics Division
         
Steven F. Nicola
 
49
 
Chief Financial Officer, Secretary and Treasurer
         
Paul F. Rahill
 
52
 
President, Cremation Division
         
Franz J. Schwarz
 
61
 
President, Graphics Europe
         
Brian D. Walters
 
40
 
Vice President and General Counsel
         

Joseph C. Bartolacci was appointed President and Chief Executive Officer effective October 1, 2006.  He had been President and Chief Operating Officer since September 1, 2005.  Mr. Bartolacci was elected to the Board of Directors on November 15, 2005.  He had been President, Casket Division since February 2004 and Executive Vice President of Matthews since January 1, 2004.  He had been President, Matthews Europe since April 2002. Prior thereto, he was President, Caggiati, S.p.A. (a wholly-owned subsidiary of Matthews International Corporation) and served as General Counsel of Matthews.

David F. Beck was appointed Controller effective September 15, 2003.

Jennifer A. Ciccone was appointed Vice President, Human Resources effective February 19, 2009.  Prior thereto, Ms. Ciccone had been Director, Corporate Human Resources since 2006.  Ms. Ciccone joined the Company in 1998 and has held various managerial positions within the Company’s Human Resources Department.

C. Michael Dempe has served as Chief Operating Officer of IDL Worldwide, Inc. (formerly Cloverleaf Group, Inc.), a wholly-owned subsidiary of Matthews, since July 2004.

James P. Doyle joined the Company as Group President, Memorialization in December 2006.  Prior to joining Matthews, he served as President, Kohler Engine Business (a manufacturer of air and liquid-cooled four cycle engines), a division of Kohler Company, from 2004 to 2006.

Brian J. Dunn was appointed Group President, Graphics and Marking Products effective September 1, 2007.  Prior thereto, Mr. Dunn had been President, Marking Products Division.

 
14

 

OFFICERS AND EXECUTIVE MANAGEMENT OF THE REGISTRANT, continued


Paul C. Jensen was appointed President, Marking Products Division in November 2008.  Prior thereto, Mr. Jensen served as Vice President, Division Technology for the Marking Products Division from March 2007, and served as Vice President of Holjeron Corporation, a wholly-owned subsidiary of Matthews, since July 2004.

Sean F. Lydon was appointed President, Packaging Graphics Division in October 2008.  He joined Matthews in July 2008 as an Operations Manager in the Company’s Graphics Imaging segment.  Prior to joining Matthews, he served as Director, Supply Chain Operations at Sony Electronics from 2001 to 2008.

Steven F. Nicola was appointed Chief Financial Officer, Secretary and Treasurer effective December 1, 2003.

Paul F. Rahill was appointed President, Cremation Division in October 2002.

Franz J. Schwarz was named President, Graphics Europe in May 2006.  He had been Managing Director of S+T Reprotechnik GmbH (“S+T GmbH”) (formerly Matthews International GmbH), a wholly-owned subsidiary of Matthews International Corporation, since 2000. He was a partial owner of S+T GmbH, a provider of printing plates and print services located in Julich, Germany, until September 30, 2005.  Matthews owns 100% of S+T GmbH.

Brian D. Walters was appointed Vice President and General Counsel effective February 19, 2009.  Mr. Walters joined the Company as Legal Counsel in 2005.  Prior to joining the Company, Mr. Walters was a partner with Fried, Walters, Zuschlag & Grochmal, a law firm in Pittsburgh, Pennsylvania.


 
15

 

 
 
PART II


 
ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information:

The authorized common stock of the Company consists of 70,000,000 shares of Class A Common Stock, $1 par value.  The Company's Class A Common Stock is traded on the NASDAQ Global Select Market System under the symbol “MATW”.  The following table sets forth the high, low and closing prices as reported by NASDAQ for the periods indicated:

   
High
   
Low
   
Close
 
Fiscal 2009:
                 
Quarter ended:      September 30, 2009
  $ 36.79     $ 28.00     $ 35.38  
June 30, 2009
    32.17       27.11       31.12  
March 31, 2009
    40.52       27.67       28.81  
December 31, 2008
    51.05       32.30       36.68  
                         
Fiscal 2008:
                       
Quarter ended:      September 30, 2008
  $ 58.55     $ 43.71     $ 50.74  
June 30, 2008
    52.00       44.92       45.26  
March 31, 2008
    50.75       43.28       48.25  
December 31, 2007
    49.50       39.93       46.87  


The Company has a stock repurchase program, which was initiated in 1996.  Under the program, the Company's Board of Directors has authorized the repurchase of a total of 12,500,000 shares of Matthews’ common stock, of which 12,279,922 shares have been repurchased as of September 30, 2009.  The buy-back program is designed to increase shareholder value, enlarge the Company's holdings of its common stock, and add to earnings per share.  Repurchased shares may be retained in treasury, utilized for acquisitions, or reissued to employees or other purchasers, subject to the restrictions of the Company’s Restated Articles of Incorporation.

All purchases of the Company’s common stock during fiscal 2009 were part of this repurchase program.

 
16

 

ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS, continued

The following table shows the monthly fiscal 2009 stock repurchase activity:

Period
 
Total number of shares purchased
   
Average price paid per share
   
Total number of shares purchased as part of a publicly announced plan
   
Maximum number of shares that may yet be purchased under the plan
 
                         
October 2008
    295,000     $ 43.14       295,000       721,994  
November 2008
    40,266       35.45       40,266       681,728  
December 2008
    45,000       37.64       45,000       636,728  
January 2009
    10,000       33.66       10,000       626,728  
February 2009
    52,500       35.43       52,500       574,228  
March 2009
    172,500       29.49       172,500       401,728  
April 2009
    47,500       27.96       47,500       354,228  
May 2009
    600       29.60       600       353,628  
June 2009
    93,050       30.62       93,050       260,578  
July 2009
    -       -       -       260,578  
August 2009
    500       36.03       500       260,078  
September 2009
    40,000       35.39       40,000       220,078  
    Total
    796,916     $ 36.09       796,916          


Holders:

Based on records available to the Company, the number of registered holders of the Company's common stock was 531 at October 31, 2009.

Dividends:

A quarterly dividend of $.07 per share was paid for the fourth quarter of fiscal 2009 to shareholders of record on November 2, 2009. The Company paid quarterly dividends of $.065 per share for the first three quarters of fiscal 2009 and the fourth quarter of fiscal 2008.   The Company paid quarterly dividends of $.06 per share for the first three quarters of fiscal 2008 and the fourth quarter of fiscal 2007.  The Company paid quarterly dividends of $.055 per share for the first three quarters of fiscal 2007.

Cash dividends have been paid on common shares in every year for at least the past forty years.  It is the present intention of the Company to continue to pay quarterly cash dividends on its common stock.  However, there is no assurance that dividends will be declared and paid as the declaration and payment of dividends is at the discretion of the Board of Directors of the Company and is dependent upon the Company's financial condition, results of operations, cash requirements, future prospects and other factors deemed relevant by the Board.

 
17

 

ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS, continued



Performance Graph:


COMPARISON OF FIVE-YEAR CUMULATIVE RETURN *
AMONG MATTHEWS INTERNATIONAL CORPORATION,
S&P 500 INDEX, S&P MIDCAP 400 INDEX AND S&P SMALLCAP 600 INDEX **


*  Total return assumes dividend reinvestment
** Fiscal year ended September 30



Note: Performance graph assumes $100 invested on October 1, 2004 in Matthews International Corporation Common Stock, Standard & Poor's (S&P) 500 Index, S&P MidCap 400 Index and S&P SmallCap 600 Index.  The results are not necessarily indicative of future performance.


 
18

 

 
ITEM 6.  SELECTED FINANCIAL DATA.



   
Years Ended September 30,
 
   
2009(1)
   
2008(2)
   
2007(3)
   
2006(4)
 
2005
 
   
(Amounts in thousands, except per share data)
 
   
                               (Not Covered by Report of Independent Registered Public Accounting Firm)
 
                               
Net sales
  $ 780,908     $ 818,623     $ 749,352     $ 715,891     $ 639,822  
                                         
Gross profit
    294,777       322,964       280,457       271,933       223,075  
                                         
Operating profit
    101,011       132,952       111,824       113,884       98,413  
                                         
Interest expense
    12,053       10,405       8,119       6,995       2,966  
                                         
Income before income taxes
    88,543       121,572       103,716       105,408       93,056  
                                         
Income taxes
    30,811       42,088       38,990       38,964       34,985  
                                         
Net income
  $ 57,732     $ 79,484     $ 64,726     $ 66,444     $ 58,071  
                                         
                                         
Earnings per common share:
                                       
Basic
    $1.91       $2.57       $2.05       $2.08       $1.81  
Diluted
    1.90       2.55       2.04       2.06       1.79  
                                         
Weighted-average common
                                       
shares outstanding:
                                       
Basic
    30,245       30,928       31,566       31,999       32,116  
Diluted
    30,435       31,158       31,680       32,252       32,381  
                                         
Cash dividends per share
    $.265       $.245       $.225       $.205       $.185  
                                         
Total assets
  $ 949,653     $ 914,282     $ 771,069     $ 716,090     $ 665,455  
Long-term debt, non-current
    237,530       219,124       142,273       120,289       118,952  

(1)
Fiscal 2009 included pre-tax unusual charges of approximately $16,500, which primarily consisted of severance and other costs related to the consolidation of certain production operations within the Company’s Bronze segment, costs related to operational and systems improvements in several of the Company’s other businesses, and asset adjustments resulting from current market conditions.  In addition, fiscal 2009 earnings included the favorable effect of an adjustment of $1,255 to income tax expense primarily related to the Company’s ability to utilize a European tax loss carryover generated in prior years and changes in the estimated tax accruals for open tax periods.
(2)
Fiscal 2008 included a reduction in income taxes of $1,882 to reflect the adjustment of net deferred tax liabilities resulting from the enactment of lower statutory income tax rates in certain European countries.
(3)
Fiscal 2007 included a net pre-tax charge of approximately $8,765 which consisted primarily of special charges related to the acceleration of earn-out payments in the resolution of employment agreements from the Milso Industries acquisition and pre-tax charges related to severance costs incurred in several of the Company’s segments, partially offset by a pre-tax gain on the sale of the marketing consultancy business of the Merchandising Solutions segment and favorable legal settlements, net of related legal costs, in the Casket segment.
(4)
Fiscal 2006 included a net pre-tax gain of $1,016 which consisted of a pre-tax gain from the sale of a facility, partially offset by a pre-tax charge related to asset impairments and related costs.

 
19

 

 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the consolidated financial statements of Matthews International Corporation and related notes thereto.  In addition, see "Cautionary Statement Regarding Forward-Looking Information" included in Part I of this Annual Report on Form 10-K.


 
RESULTS OF OPERATIONS:

The following table sets forth certain income statement data of the Company expressed as a percentage of net sales for the periods indicated and the percentage change in such income statement data from year to year.

   
Years Ended September 30,
   
Percentage Change
 
                               
   
2009
   
2008
   
2007
      2009-2008       2008-2007  
Sales
    100.0 %     100.0 %     100.0 %     (4.6 )%     9.2 %
Gross profit
    37.7       39.5       37.4       (8.7 )        15.2  
Operating profit
    12.9       16.2       14.9       (24.0 )        18.9  
Income before taxes
    11.3       14.9       13.8       (27.2 )        17.2  
Net income
    7.4       9.7       8.6       (27.4 )        22.8  


Comparison of Fiscal 2009 and Fiscal 2008:

Sales for the year ended September 30, 2009 were $780.9 million, compared to $818.6 million for the year ended September 30, 2008.  Excluding the effects of acquisitions, sales declined in each of the Company’s segments. The impact of the global recession, an estimated lower domestic casketed death rate compared to a year ago and changes in foreign currency values against the U.S. dollar were the principal factors in the reduction in the Company’s consolidated sales.  The declines were partially offset by the acquisitions of Saueressig GmbH & Co. KG (“Saueressig”), a manufacturer of gravure printing cylinders, in May 2008 and the acquisition of a small European cremation equipment manufacturer in December 2008.  For the year ended September 30, 2009, changes in foreign currency values against the U.S. dollar had an unfavorable impact of approximately $24.6 million on the Company’s consolidated sales compared to the year ended September 30, 2008.

In the Memorialization businesses, Bronze segment sales for fiscal 2009 were $215.9 million compared to $243.1 million for fiscal 2008.  The decrease primarily reflected a decline in unit volume and decreases in the value of foreign currencies against the U.S. dollar.  Sales for the Casket segment were $203.2 million for fiscal 2009 compared to $219.8 million for the same period in fiscal 2008.  The decrease mainly resulted from lower unit volume and an unfavorable change in product mix.  The decline in sales for both the Bronze and Casket segments reflected the impact of the recession on consumer spending, and a decline in the estimated number of casketed deaths compared to the prior year.  Sales for the Cremation segment were $30.9 million for fiscal 2009 compared to $26.7 million a year ago.  The increase principally resulted from the acquisition of a small European cremation equipment manufacturer.  In the Company’s Brand Solutions businesses, sales for the Graphics Imaging segment in fiscal 2009 were $235.0 million, compared to $203.7 million a year ago.  The increase resulted from the inclusion of Saueressig for a full year in fiscal 2009, compared to five months in fiscal 2008.  Excluding this acquisition, sales were lower in this segment as a result of weak economic conditions and a decrease in the values of foreign currencies against the U.S. dollar. Marking Products segment sales for the year ended September 30, 2009 were $42.4 million, compared to $60.0 million for fiscal 2008.  The decrease was principally due to lower product demand in the U.S. and foreign markets, reflecting a decline in industrial capital spending and lower sales of consumables.  In addition, Marking Products sales were adversely affected by an unfavorable change in the value of foreign currencies against the U.S. dollar.  Sales for the Merchandising Solutions segment were $53.5 million for fiscal 2009, compared to $65.4 million a year ago.  The decrease is attributable to a decline in volume mainly due to project delays or cancellations by customers, also resulting from the downturn in the U.S. economy.
 
 

 
20

 

ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS, continued

Gross profit for the year ended September 30, 2009 was $294.8 million, compared to $323.0 million for fiscal 2008.  Consolidated gross profit as a percent of sales decreased to 37.7% for fiscal 2009 from 39.5% for fiscal 2008.  The decrease in consolidated gross profit primarily reflected the impact of lower sales, unfavorable changes in the values of foreign currencies against the U.S. dollar, and unusual charges.  Unusual charges included in cost of goods sold totaled $9.0 million and consisted of severance and other expenses related to the facilities consolidations in the Bronze segment, downsizing initiatives in the Sweden operations of the Marking Products segment and costs related to operational and system improvements in several of the Company’s other segments.

Selling and administrative expenses for the year ended September 30, 2009 were $193.8 million, compared to $190.0 million for fiscal 2008.  Consolidated selling and administrative expenses as a percent of sales were 24.8% for the year ended September 30, 2009, compared to 23.2% last year.  The increases in costs and percentage of sales primarily resulted from the Saueressig acquisition and unusual charges.  Unusual charges included in fiscal 2009 selling and administrative expenses totaled approximately $7.5 million, and consisted principally of Saueressig integration costs, bad debt expense, termination-related expenses and costs related to operational and system improvements.

Operating profit for fiscal 2009 was $101.0 million, compared to $133.0 million for fiscal 2008.  Operating profit for fiscal 2009 included unusual charges of approximately $16.5 million.  In addition, changes in the values of foreign currencies against the U.S. dollar had an unfavorable impact of approximately $3.1 million on consolidated operating profit, compared to the prior year.  Bronze segment operating profit for fiscal 2009 was $57.6 million, compared to $71.6 million for fiscal 2008.  The decrease reflected the impact of lower sales and an unfavorable change in the value of foreign currencies against the U.S. dollar.  Additionally, Bronze segment operating profit included unusual charges of approximately $7.2 million, principally related to facilities consolidations.  Operating profit for the Casket segment for fiscal 2009 was $17.7 million, compared to $23.3 million for fiscal 2008.  The decrease resulted mainly from lower sales and unusual charges of approximately $2.7 million, which were principally related to bad debt expense, severance and other employment termination-related expenses and cost structure initiatives in the segment’s distribution operations.  Cremation segment operating profit for the year ended September 30, 2009 was $5.0 million, compared to $5.5 million a year ago.  The decrease was mainly attributable to the impact of lower domestic sales and unusual charges of approximately $272,000, partially offset by the acquisition of a small European cremation equipment manufacturer.  The Graphics Imaging segment operating profit for fiscal 2009 was $19.2 million, compared to $18.6 million for 2008.  The increase principally reflected the Saueressig acquisition, offset by the impact of lower sales, unfavorable changes in the values of foreign currencies against the U.S. dollar, and unusual charges of approximately $3.1 million, which consisted principally of severance charges, asset impairments and Saueressig integration costs.  Operating profit for the Marking Products segment for fiscal 2009 was $1.5 million, compared to $9.1 million a year ago.  The decrease resulted principally from lower sales, an unfavorable change in the values of foreign currencies against the U.S. dollar, and unusual charges of approximately $1.9 million, which principally related to severance costs and downsizing initiatives in the segment’s Sweden operation.  The Merchandising Solutions segment reported an operating loss of $56,000 for fiscal 2009, compared to operating profit of $4.8 million for fiscal 2008.  The decrease principally reflected lower sales and unusual charges of approximately $1.3 million, which principally related to employment termination-related expenses and asset impairments.

Investment income for the year ended September 30, 2009 was $2.0 million, compared to $1.8 million for the year ended September 30, 2008.  The increase reflected higher average levels of invested funds.  Interest expense for fiscal 2009 was $12.1 million, compared to $10.4 million last year.  The increase in interest expense primarily reflected higher average debt levels. The higher debt level resulted from borrowings related to the Saueressig acquisition in May 2008.

Other income (deductions), net, for the year ended September 30, 2009 represented a reduction in pre-tax income of $12,000, compared to an increase in pre-tax income of $510,000 in fiscal 2008.  Minority interest deduction was $2.5 million for fiscal 2009, compared to $3.3 million in fiscal 2008.  The decrease in the minority interest deduction reflected the Company’s purchase of the remaining interest in one of its less than wholly-owned subsidiaries in September 2008, partially offset by improved profitability at Saueressig.

 
21

 

ITEM 7.                      MANAGEMENT'S DISCUSSION AND ANALYSIS, continued


The Company's effective tax rate for fiscal 2009 was 34.8%, compared to 34.6% for fiscal 2008. Fiscal 2009 included the favorable impact of adjustments totaling $1.3 million in income tax expense related to the Company’s ability to utilize a tax loss carryover in Europe and changes in the estimated tax accruals for open tax periods.  Fiscal 2008 included the favorable impact of a $1.9 million reduction in net deferred tax liabilities to reflect the enactment of lower statutory income tax rates in certain European countries.  Excluding the one-time adjustments in both periods, the Company’s effective tax rate was 36.2% for fiscal years 2009 and 2008.  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.


Comparison of Fiscal 2008 and Fiscal 2007:

Sales for the year ended September 30, 2008 were $818.6 million, compared to $749.4 million for the year ended September 30, 2007. The increase principally reflected the acquisition of a 78% interest in Saueressig in May 2008, higher sales in the Company’s Memorialization businesses, and the effect of higher foreign currency values against the U.S. dollar.  The increases were partially offset by the absence of a large one-time Merchandising Solutions project completed in the second quarter of fiscal 2007 (which exceeded $10.0 million in revenue) and the sale of the segment’s marketing consultancy business in August 2007.  For the year ended September 30, 2008, changes in foreign currency values against the U.S. dollar had a favorable impact of approximately $18.0 million on the Company’s consolidated sales compared to the year ended September 30, 2007.

In the Memorialization businesses, Bronze segment sales for fiscal 2008 were $243.1 million compared to $229.8 million for fiscal 2007.  The increase primarily reflected higher selling prices and increases in the value of foreign currencies against the U.S. dollar, partially offset by a decline in the volume of memorial products.  Sales for the Casket segment were $219.8 million for fiscal 2008 compared to $210.7 million for the same period in fiscal 2007.  The increase mainly resulted from higher average selling prices which was partly attributable to the transition to Company-owned distribution in certain territories.  Sales for the Cremation segment were $26.7 million for fiscal 2008 compared to $25.2 million in fiscal 2007.  The increase primarily reflected higher cremation equipment, services and repair revenues.  In the Company’s Brand Solutions businesses, sales for the Graphics Imaging segment in fiscal 2008 were $203.7 million, compared to $146.0 million in fiscal 2007.  The increase was mainly due to the Saueressig acquisition, a favorable change in the value of foreign currencies against the U.S. dollar and higher sales in the German markets.  The increases were partially offset by lower sales in the U.K. market.  Marking Products segment sales for the year ended September 30, 2008 were $60.0 million, compared to $57.5 million for fiscal 2007.  The increase primarily reflected the acquisition of a 60% interest in Beijing Kenuohua Electronic Technology Co., Ltd. (“Kenuohua”), a Chinese ink-jet equipment manufacturer, in June 2007 and a favorable change in the value of foreign currencies against the U.S. dollar.  These increases were partially offset by lower product demand in the domestic market, reflecting a slowdown in the U.S. economy. Sales for the Merchandising Solutions segment were $65.4 million for fiscal 2008, compared to $80.2 million in fiscal 2007.  The decrease is attributable to a significant one-time project for one of the segment’s customers in the second quarter of fiscal 2007, which exceeded $10.0 million in revenue and did not repeat in fiscal 2008, and the sale of the segment’s marketing consultancy business in August 2007.

Gross profit for the year ended September 30, 2008 was $323.0 million, compared to $280.5 million for fiscal 2007.  The increase in consolidated gross profit primarily reflected the impact of higher sales, the expansion to direct distribution by the Casket segment, the acquisition of Saueressig and the effects of cost structure initiatives implemented in fiscal 2007 in several of the Company’s businesses.  These gains were partially offset by the impact of lower sales in the U.K. graphics market, the domestic Marking Products business and the Merchandising Solutions segment.   Additionally, fiscal 2007 gross profit was impacted by special charges incurred in several of the Company’s segments.  Consolidated gross profit as a percent of sales increased from 37.4% for fiscal 2007 to 39.5% for fiscal 2008.

 
 

 
22

 

ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS, continued


Selling and administrative expenses for the year ended September 30, 2008 were $190.0 million, compared to $168.6 million for fiscal 2007.  Consolidated selling and administrative expenses as a percent of sales were 23.2% for the year ended September 30, 2008, compared to 22.5% in fiscal 2007.  The increases in costs and percentage of sales primarily resulted from the continued expansion of the Casket segment’s distribution capabilities and the acquisition of Saueressig.  Fiscal 2007 included special charges incurred in several of the Company’s segments, the most significant of which was the acceleration of earn-out payments in the resolution of employment agreements from the fiscal 2005 acquisition of Milso Industries (“Milso”).  These special charges were partially offset by litigation settlements in the Casket segment.

Operating profit for fiscal 2008 was $133.0 million, compared to $111.8 million for fiscal 2007.  Fiscal 2007 operating profit included unusual items which had a net unfavorable impact of $8.8 million.  The most significant portion of these items (special charges of approximately $9.4 million) related to the acceleration of earn-out payments in the resolution of employment agreements from the Milso acquisition.

The increase in consolidated operating profit in fiscal 2008 reflected the favorable impact of higher sales, favorable changes in the values of foreign currencies against the U.S. dollar and cost improvements in several of the Company’s segments.  Bronze segment operating profit for fiscal 2008 was $71.6 million, compared to $66.3 million for fiscal 2007.  The increase reflected the impact of higher sales and a favorable change in the value of foreign currencies against the U.S. dollar.  Operating profit for the Casket segment for fiscal 2008 was $23.3 million, compared to $11.8 million for fiscal 2007.  Casket segment operating profit for fiscal 2007 reflected special charges of approximately $10.0 million, including costs related to the resolution of employment agreements from the Milso acquisition and charges related to cost reduction initiatives.  These charges were partially offset by favorable litigation settlements ($2.8 million net of legal costs incurred) in the fiscal 2007 fourth quarter.   Excluding these special charges from fiscal 2007, the Casket segment’s fiscal 2008 operating profit improved compared to fiscal 2007, reflecting higher sales and the favorable impact of fiscal 2007 cost structure initiatives.  Cremation segment operating profit for the year ended September 30, 2008 was $5.5 million, compared to $3.6 million in fiscal 2007.  The increase was mainly attributable to the impact of higher cremation equipment, services and repair volume, improved price realization, and cost control efforts.  The Graphics Imaging segment operating profit for fiscal 2008 was $18.6 million, compared to $14.4 million for 2007.  Graphics Imaging segment operating profit for fiscal 2007 reflected special charges (mainly severance costs) of approximately $2.2 million related to cost reduction initiatives in the segment’s U.S. and U.K. operations.  Excluding these special charges from fiscal 2007, the Graphics Imaging segment fiscal 2008 operating profit improved compared to fiscal 2007, reflecting higher sales in the German markets, a favorable change in foreign currency values against the U.S. dollar and the favorable impact of the fiscal 2007 cost structure initiatives.  Operating profit for the Marking Products segment for fiscal 2008 was $9.1 million, compared to $9.9 million in fiscal 2007.  The decrease resulted principally from lower domestic sales, offset partially by the acquisition of Kenuohua.  The Merchandising Solutions segment operating profit was $4.8 million for fiscal 2008, compared to $5.7 million for fiscal 2007.  Fiscal 2007 operating profit included a $1.3 million gain on the sale of the segment’s marketing consultancy business and the benefit of a significant one-time sales project completed in the second quarter of fiscal 2007.  Excluding the gain on the sale of the consulting business in fiscal 2007, the segment’s fiscal 2008 operating profit improved compared to fiscal 2007, reflecting the benefit of recent cost structure initiatives.  For the year ended September 30, 2008, changes in foreign currency values against the U.S. dollar had a favorable impact of approximately $3.4 million on the Company’s consolidated operating profit compared to the year ended September 30, 2007.

Investment income for the year ended September 30, 2008 was $1.8 million, compared to $2.4 million for the year ended September 30, 2007.  The decrease reflected lower average levels of invested funds and a decline in investment performance.  Interest expense for fiscal 2008 was $10.4 million, compared to $8.1 million in fiscal 2007.  The increase in interest expense primarily reflected higher average debt levels and higher average interest rates during fiscal 2008 compared to fiscal 2007.  The higher debt level resulted from borrowings related to the Saueressig acquisition in May 2008.


 
23

 

ITEM 7.                      MANAGEMENT'S DISCUSSION AND ANALYSIS, continued

Other income, net, for year ended September 30, 2008 was $510,000, compared to $354,000 in fiscal 2007.  Minority interest deduction was $3.3 million for fiscal 2008, compared to $2.7 million in fiscal 2007.  The increase in minority interest deduction reflected the Company’s acquisition of Kenuohua in June 2007.

The Company's effective tax rate for fiscal 2008 was 34.6%, compared to 37.6% for fiscal 2007. Fiscal 2008 included the favorable impact of a $1.9 million reduction in net deferred tax liabilities to reflect the enactment of lower statutory income tax rates in certain European countries.  Excluding the one-time adjustment to deferred taxes, the Company’s effective tax rate was 36.2%.  The decrease in the effective tax rate in fiscal 2008 primarily reflected lower statutory tax rates in Europe, the impact of the U.S. Federal manufacturing credit and the closure of several open domestic and foreign tax years.  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.


LIQUIDITY AND CAPITAL RESOURCES:

Net cash provided by operating activities was $90.9 million for the year ended September 30, 2009, compared to $104.5 million and $74.6 million for fiscal 2008 and 2007, respectively.  Operating cash flow for fiscal 2009 primarily reflected net income adjusted for depreciation and amortization, stock-based compensation expense, minority interest expense and an increase in deferred taxes, partially offset by a cash contribution of $12.0 million to the Company’s principal pension plan.  Operating cash flow for fiscal 2008 primarily reflected net income adjusted for depreciation and amortization, stock-based compensation expense, minority interest expense and an increase in deferred taxes, partially offset by cash contributions of $15.2 million to the Company’s principal pension plan.  Operating cash flow for fiscal 2007 primarily reflected net income adjusted for depreciation and amortization, stock-based compensation expense, minority interest expense and an increase in deferred taxes, partially offset by an increase in working capital.

Cash used in investing activities was $32.7 million for the year ended September 30, 2009, compared to $108.7 million and $38.7 million for fiscal years 2008 and 2007, respectively. Investing activities for fiscal 2009 primarily reflected payments (net of cash acquired) of $11.0 million for acquisitions, capital expenditures of $19.4 million and purchases of investment securities of $2.6 million.  Investing activities for fiscal 2008 primarily reflected payments (net of cash acquired) of $98.1 million for acquisitions (primarily Saueressig), capital expenditures of $12.1 million, net proceeds from the sale of investments of $419,000 and proceeds from the sale of assets of $1.0 million.  Investing activities for fiscal 2007 primarily reflected payments (net of cash acquired) of $23.8 million for acquisitions, capital expenditures of $20.6 million, net purchases of  investments of $1.1 million and proceeds of $6.9 million from the sale of assets.  See “Acquisitions” for further discussion of the Company’s acquisitions.

Capital expenditures were $19.4 million for the year ended September 30, 2009, compared to $12.1 million and $20.6 million for fiscal 2008 and 2007, respectively.  Capital expenditures in each of the last three fiscal years 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.  Capital expenditures for the last three fiscal years were primarily financed through operating cash.

Capital spending for property, plant and equipment has averaged $17.4 million for the last three fiscal years.  The capital budget for fiscal 2010 is $25.8 million.  The Company expects to generate sufficient cash from operations to fund all anticipated capital spending projects.

 
24

 

ITEM 7.                      MANAGEMENT'S DISCUSSION AND ANALYSIS, continued

Cash used in financing activities for the year ended September 30, 2009 was $53.6 million, reflecting repayments, net of proceeds, on long-term debt of $15.7 million, purchases of treasury stock of $28.8 million, proceeds from the sale of treasury stock (stock option exercises) of $1.2 million, payment of dividends to the Company’s shareholders of $8.2 million ($0.265 per share) and distributions of $2.3 million to minority interests.  Cash provided by financing activities for the year ended September 30, 2008 was $13.1 million, reflecting proceeds, net of repayments, from long-term debt of $43.1 million, proceeds from the sale of treasury stock (stock option exercises) of $19.2 million, a tax benefit of $3.1 million from exercised stock options, purchases of treasury stock of $43.3 million, payment of dividends to the Company’s shareholders of $7.4 million ($0.245 per share) and distributions of $1.6 million to minority interests.  Cash used in financing activities for the year ended September 30, 2007 was $27.1 million, reflecting treasury stock purchases of $56.5 million, net proceeds of long-term debt of $17.7 million, proceeds of $16.5 million from the sale of treasury stock (stock option exercises), a tax benefit of $3.8 million from exercised stock options, dividends of $7.1 million ($0.225 per share) to the Company’s shareholders and distributions of $1.6 million to minority interests.

The Company has a domestic Revolving Credit Facility with a syndicate of financial institutions.  The maximum amount of borrowings available under the facility is $225.0 million and the facility’s maturity is September 2012. Borrowings under the facility bear interest at LIBOR plus a factor ranging from .40% to .80% 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 .15% to .25% (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 $20.0 million) is available for the issuance of trade and standby letters of credit. Outstanding borrowings on the Revolving Credit Facility at September 30, 2009 and 2008 were $177.5 million and $172.5 million, respectively.  The weighted-average interest rate on outstanding borrowings at September 30, 2009 and 2008 was 2.96% and 4.35%, respectively.

The Company has entered into the following interest rate swaps:

Date
Initial Amount
Fixed Interest Rate
Interest Rate
Spread at
 September 30, 2009
 
Maturity Date
September 2007
 $25 million
4.77%
.60%
September 2012
May 2008
   40 million
3.72%
.60%
September 2012
October 2008
  20 million
3.21%
.60%
October 2010
October 2008
  20 million
3.46%
.60%
October 2011

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 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 $5.7 million ($3.5 million after tax) at September 30, 2009 that is included in equity as part of accumulated other comprehensive loss.  Assuming market rates remain constant with the rates at September 30, 2009, approximately $1.5 million of the $3.5 million loss included in accumulated other comprehensive loss is expected to be recognized in earnings as an adjustment to interest expense over the next twelve months.

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 is 25.0 million Euros ($36.6 million). Outstanding borrowings under the credit facility totaled 18.0 million Euros ($26.3 million) and 22.5 million Euros ($31.7 million) at September 30, 2009 and 2008, respectively.  The weighted-average interest rate on outstanding borrowings under the facility at September 30, 2009 and 2008 was 1.75% and 5.86%, respectively. The facility’s maturity is September 2012.

 
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ITEM 7.                      MANAGEMENT'S DISCUSSION AND ANALYSIS, continued


The Company, through its German subsidiary, Saueressig, has several loans with various European banks.  Outstanding borrowings on these loans totaled 10.0 million Euros ($14.7 million) and 11.6 million Euros ($16.3 million) at September 30, 2009 and 2008, respectively.  The weighted-average interest rate on outstanding borrowings of Saueressig at September 30, 2009 and 2008 was 5.89% and 5.79%, 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 12.2 million Euros ($18.0 million) and 15.3 million Euros ($21.6 million) at September 30, 2009 and 2008, respectively.  Matthews International S.p.A. also has three lines of credit totaling 8.4 million Euros ($12.2 million) with the same Italian banks.  Outstanding borrowings on these lines were 2.0 million Euros ($2.9 million) and 2.3 million Euros ($3.3 million) at September 30, 2009 and 2008, respectively.  The weighted-average interest rate on outstanding Matthews International S.p.A. borrowings at September 30, 2009 and 2008 was 3.76% and 3.88%, respectively.

The Company has a stock repurchase program, which was initiated in 1996.  As of September 30, 2009, the Company's Board of Directors had authorized the repurchase of a total of 12,500,000 shares of Matthews’ common stock under the program, of which 12,279,922 shares had been repurchased as of September 30, 2009.  The buy-back program is designed to increase shareholder value, enlarge the Company's holdings of its common stock, and add to earnings per share.  Repurchased shares may be retained in treasury, utilized for acquisitions, or reissued to employees or other purchasers, subject to the restrictions of the Company’s Restated Articles of Incorporation.
 
 
Consolidated working capital was $173.1 million at September 30, 2009, compared to $141.4 million and $143.1 million at September 30, 2008 and 2007, respectively.  Working capital at September 30, 2009 reflected an increase in cash and investments and a reduction in current maturities of long-term debt.  Working capital at September 30, 2008 reflected the impact of the Company’s working capital management initiatives, primarily in the Casket segment, partially offset by the impact of the acquisition of Saueressig.  Working capital at September 30, 2007 reflected higher levels of inventories resulting primarily from the Casket segment’s expansion of its distribution capabilities.  Cash and cash equivalents were $57.8 million at September 30, 2009, compared to $50.7 million and $44.0 million at September 30, 2008 and 2007, respectively.  The Company's current ratio at September 30, 2009 was 2.3, compared to 1.9 and 2.2 at September 30, 2008 and 2007, respectively.


ENVIRONMENTAL MATTERS:

The Company's operations are subject to various federal, state and local laws and regulations relating to the protection of the environment.  These laws and regulations impose limitations on the discharge of materials into the environment and require the Company to obtain and operate in compliance with conditions of permits and other government authorizations.  As such, the Company has developed environmental, health, and safety policies and procedures that include the proper handling, storage and disposal of hazardous materials.

The Company is party to various environmental matters.  These include obligations to investigate and mitigate the effects on the environment of the disposal of certain materials at various operating and non-operating sites.  The Company is currently performing environmental assessments and remediation at these sites, as appropriate.  In addition, prior to its acquisition, The York Group, Inc. (“York”) was identified, along with others, by the Environmental Protection Agency as a potentially responsible party for remediation of a landfill site in York, Pennsylvania.  At this time, the Company has not been joined in any lawsuit or administrative order related to the site or its clean-up.

At September 30, 2009, an accrual of approximately $7.3 million had been recorded for environmental remediation (of which $836,000 was classified in other current liabilities), representing management's best estimate of the probable and reasonably estimable costs of the Company's known remediation obligations.  The accrual, which reflects previously established reserves assumed with the acquisition of York and additional reserves recorded as a purchase accounting adjustment, does not consider the effects of inflation and anticipated expenditures are not discounted to their present value.  Changes in the accrued environmental remediation obligation from the prior fiscal year reflect payments charged against the accrual.

While final resolution of these contingencies could result in costs different than current accruals, management believes the ultimate outcome will not have a significant effect on the Company's consolidated results of operations or financial position.

 
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ITEM 7                      .MANAGEMENT'S DISCUSSION AND ANALYSIS, continued

ACQUISITIONS:

Fiscal 2009:

Acquisition spending, net of cash acquired, during the year ended September 30, 2009 totaled $11.0 million.  The acquisitions were not individually, or in the aggregate, material to the Company’s consolidated financial position or results of operations.

Fiscal 2008:

Acquisition spending, net of cash acquired, during the year ended September 30, 2008 totaled $98.1 million, and primarily included the following:

In September 2008, the Company acquired the remaining 20% interest in S+T Gesellschaft fur Reprotechnik GmbH (“S+T GmbH”).  The Company had acquired a 50% interest in S+T GmbH in 1998 and a 30% interest in 2005.

In May 2008, the Company acquired a 78% interest in Saueressig, a manufacturer of gravure printing cylinders. Saueressig is headquartered in Vreden, Germany and has its principal manufacturing operations in Germany, Poland and the United Kingdom.  The transaction was structured as a stock purchase with a purchase price of approximately 58.1 million Euros ($90.8 million).  The cash portion of the transaction was funded principally through borrowings under the Company’s existing credit facilities. In addition, the Company entered into an option agreement related to the remaining 22% interest in Saueressig. The acquisition was designed to expand Matthews’ products and services in the global graphics imaging market.

Fiscal 2007:

Acquisition spending, net of cash acquired, during the year ended September 30, 2007 totaled $23.8 million, and primarily included the following:

In July 2007, York reached a settlement agreement with Yorktowne Caskets, Inc. and its shareholders (collectively “Yorktowne”) with respect to all outstanding litigation between the parties.  In exchange for the mutual release, the principal terms of the settlement included the assignment by Yorktowne of certain customer and employment-related contracts to York and the purchase by York of certain assets, including York-product inventory, of Yorktowne.

In June 2007, the Company acquired a 60% interest in Kenuohua, an ink-jet equipment manufacturer, headquartered in Beijing, China.  The acquisition was structured as a stock purchase.  The acquisition was intended to expand Matthews’ marking products manufacturing and distribution capabilities in Asia.

In December 2006, the Company paid additional purchase consideration of $7.0 million under the terms of the Milso  acquisition agreement.
 
 

DISPOSITION:
 
 
In August 2007, the Company sold its marketing consultancy business. The transaction resulted in a pre-tax gain of $1.3 million, which was recorded as a reduction in administrative expenses in the Company’s Consolidated Statement of Income.


FORWARD-LOOKING INFORMATION:

Matthews has a three-pronged strategy to attain annual growth in earnings per share. This strategy, which has remained unchanged from prior years, consists of the following:  internal growth (which includes productivity improvements, new product development and the expansion into new markets with existing products), acquisitions and share repurchases under the Company’s stock repurchase program (see "Liquidity and Capital Resources"). For the past ten fiscal years, the Company has achieved an average annual increase in earnings per share of 11.1%.

 
27

 

ITEM 7.                      MANAGEMENT'S DISCUSSION AND ANALYSIS, continued

One of the significant factors expected to impact fiscal 2010 results is the continued weakness in the U.S. and global economies, which unfavorably affected sales in both the Memorialization and Brand Solutions businesses in fiscal 2009.  There has also been continued volatility in commodity costs, such as bronze, steel and fuel. With these challenges, each of the Company’s segments continues to work to increase productivity.

Based on current market conditions, the Company expects these economic challenges to continue, particularly in the next several quarters.  Although some of these markets may be beginning to stabilize, the Company is not yet in a position to project a definitive trend toward improvement.  In addition, pension costs will increase by approximately $5.1 million in fiscal 2010 as a result of the market’s impact on plan assets and the valuation of the pension obligation compared to fiscal 2009.  On this basis, overall earnings for fiscal 2010 are currently expected to be at a level relatively consistent with fiscal 2009 (excluding unusual charges from both years), with results relative to the comparable interim periods in fiscal 2009 improving as fiscal 2010 progresses.


CRITICAL ACCOUNTING POLICIES:

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.  Therefore, the determination of estimates requires the exercise of judgment based on various assumptions and other factors such as historical experience, economic conditions, and in some cases, actuarial techniques.  Actual results may differ from those estimates.  A discussion of market risks affecting the Company can be found in Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," of this Annual Report on Form 10-K.

The Company's significant accounting policies are included in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.  Management believes that the application of these policies on a consistent basis enables the Company to provide useful and reliable financial information about the Company's operating results and financial condition.  The following accounting policies involve significant estimates, which were considered critical to the preparation of the Company's consolidated financial statements for the year ended September 30, 2009.

Allowance for Doubtful Accounts:

The allowance for doubtful accounts is based on an evaluation of specific customer accounts for which available facts and circumstances indicate collectibility may be uncertain.  In addition, the allowance includes a reserve for all customers based on historical collection experience.

Long-Lived Assets:

Property, plant and equipment, goodwill and other intangible assets are carried at cost.  Depreciation on property, plant and equipment is computed primarily on the straight-line method over the estimated useful lives of the assets.  Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.  Recoverability of assets is determined by evaluating the estimated undiscounted net cash flows of the operations to which the assets relate.  An impairment loss would be recognized when the carrying amount of the assets exceeds the fair value which is based on a discounted cash flow analysis.

Goodwill is not amortized, but is subject to periodic 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 combination of valuation techniques, including discounted cash flows.  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 reviews in the second quarters of fiscal 2009, 2008 and 2007 and determined that no adjustments to the carrying values of goodwill or other intangibles were necessary at those times.

 
28

 

ITEM 7.                      MANAGEMENT'S DISCUSSION AND ANALYSIS, continued


Share-Based Payment:

Stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as expense over the employee requisite service period.


Pension and Postretirement Benefits:

Pension assets and liabilities are determined on an actuarial basis and are affected by the market value of plan assets, estimates of the expected return on plan assets and the discount rate used to determine the present value of benefit obligations.  Actual changes
in the fair market value of plan assets and differences between the actual return on plan assets, the expected return on plan assets and changes in the selected discount rate will affect the amount of pension cost.

The Company's principal pension plan maintains a substantial portion of its assets in equity securities in accordance with the investment policy established by the Company’s pension board.  Based on an analysis of the historical performance of the plan's assets and information provided by its independent investment advisor, the Company set the long-term rate of return assumption for these assets at 8.5% at September 30, 2009 for purposes of determining pension cost and funded status.   The Company’s discount rate assumption used in determining the present value of the projected benefit obligation is based upon published indices as of September 30, 2009 for the fiscal 2009 valuation, and as of its plan year-end (July 31) in fiscal 2008 and 2007.  The discount rate was 5.50%, 7.00% and 6.50% in fiscal 2009, 2008 and 2007, respectively.

Environmental:

Environmental liabilities are recorded when the Company's obligation is probable and reasonably estimable.  Accruals for losses from environmental remediation obligations do not consider the effects of inflation, and anticipated expenditures are not discounted to their present value.

Revenue Recognition:

Revenues are generally recognized when title and risk of loss pass to the customer, which is typically at the time of product shipment.  For pre-need sales of memorials and vases, revenue is recognized when the memorial has been manufactured to the customer’s specifications (e.g., name and birth date), title has been transferred to the customer and the memorial and vase are placed in storage for future delivery.  A liability has been recorded for the estimated costs of finishing pre-need bronze memorials and vases that have been manufactured and placed in storage prior to July 1, 2003 for future delivery.  Beginning July 1, 2003, revenue is deferred by the Company on the portion of pre-need sales attributable to the final finishing and storage of the pre-need merchandise.  Deferred revenue for final finishing is recognized at the time the pre-need merchandise is finished and shipped to the customer.  Deferred revenue related to storage is recognized on a straight-line basis over the estimated average time that pre-need merchandise is held in storage.  At September 30, 2009, the Company held 342,336 memorials and 240,143 vases in its storage facilities under the pre-need sales program.

Construction revenues are recognized under the percentage-of-completion method of accounting using the cost-to-cost method.

The Company offers rebates to certain customers participating in volume purchase programs.  Rebates are estimated and recorded as a reduction in sales at the time the Company’s products are sold.



 
29

 

ITEM 7.              MANAGEMENT'S DISCUSSION AND ANALYSIS, continued

LONG-TERM CONTRACTUAL OBLIGATIONS AND COMMITMENTS:

The following table summarizes the Company’s contractual obligations at September 30, 2009, and the effect such obligations are expected to have on its liquidity and cash flows in future periods.

   
Payments due in fiscal year:
 
                           
After
 
   
Total
   
2010
   
2011 to 2012
   
2013 to 2014
   
2014
 
Contractual Cash Obligations:
 
(Dollar amounts in thousands)
 
Revolving credit facilities
  $ 203,841     $ -     $ 203,841     $ -     $ -  
Notes payable to banks
    36,544       6,820       14,723       13,183       1,818  
Short-term borrowings
    2,855       2,855       -       -       -  
Capital lease obligations
    7,706       3,434       3,861       411       -  
Non-cancelable operating leases
    21,466       8,070       9,783       3,017       596  
Other
    1,391       1,391       -       -       -  
Total contractual cash obligations
  $ 273,803     $ 22,570     $ 232,208     $ 16,611     $ 2,414  

A significant portion of the loans included in the table above bear interest at variable rates. At September 30, 2009, the weighted-average interest rate was 2.96% on the Company’s domestic Revolving Credit Facility, 1.75% on the credit facility through the Company’s wholly-owned German subsidiaries, 3.76% on bank loans to the Company’s wholly-owned subsidiary, Matthews International S.p.A., and 5.89% on bank loans to its majority-owned subsidiary, Saueressig.

Benefit payments under the Company’s principal retirement plan are made from plan assets, while benefit payments under the supplemental retirement plan and postretirement benefit plan are funded from the Company’s operating cash. Under IRS regulations, the Company was not required to make any significant contributions to its principal retirement plan in fiscal 2009, however, in fiscal 2009, the Company made a contribution of $12.0 million to its principal retirement plan. The Company is not required to make any significant cash contributions to its principal retirement plan in fiscal 2010.  The Company estimates that benefit payments to participants under its retirement plans (including its supplemental retirement plan) and postretirement benefit payments will be approximately $5.3 million and $1.1 million, respectively, in fiscal 2010.  The amounts are expected to increase incrementally each year thereafter, to $6.6 million and $1.5 in 2014.  The Company believes that its current liquidity sources, combined with its operating cash flow and borrowing capacity, will be sufficient to meet its capital needs for the foreseeable future.

In connection with its acquisition of a 78% interest in Saueressig, the Company entered into an option agreement related to the remaining 22% interest.  The option agreement contains certain put and call provisions for the purchase of the remaining 22% interest in future years at a price to be determined by a specified formula based on future operating results of Saueressig.  The Company has recorded an estimate of $27.1 million in “Minority interest and minority interest arrangement” on the September 30, 2009 Consolidated Balance Sheet representing the current estimate of the future purchase price.  The timing of the exercise of the put and call provisions is not presently determinable.

Unrecognized tax benefits are positions taken, or expected to be taken, on an income tax return that may result in additional payments to tax authorities.  If a tax authority agrees with the tax position taken, or expected to be taken, or the applicable statute of limitations expires, then additional payments will not be necessary.  As of September 30, 2009, the Company had unrecognized tax benefits, excluding penalties and interest, of approximately $3.6 million.  The timing of potential future payments related to the unrecognized tax benefits is not presently determinable.


INFLATION:

Except for the volatility in the cost of bronze ingot steel and fuel (see “Results of Operations”), inflation has not had a material impact on the Company over the past three years nor is it anticipated to have a material impact for the foreseeable future.
 
 

 
30

 

ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS, continued

ACCOUNTING PRONOUNCEMENTS:

 
On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (“FASB”) to the authoritative hierarchy of generally accepted accounting principles (“GAAP”).  These changes establish the FASB Accounting Standards CodificationTM (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP in the U.S.  The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  The adoption had no material impact on the Company’s consolidated results of operations or financial condition.

The Company adopted changes issued by the FASB regarding accounting for income tax benefits of dividends on share-based payment awards on October 1, 2008.  The changes require that tax benefits generated by dividends on equity classified non-vested equity shares, non-vested equity share units, and outstanding equity share options be classified as additional paid-in capital and included in a pool of excess tax benefits available to absorb tax deficiencies from share-based payment awards.  The adoption had no material impact on the Company’s consolidated results of operations or financial condition.

In December 2007, the FASB issued new guidance regarding business combinations.  This guidance requires recognition and measurement of the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in a business combination, goodwill acquired or a gain from a bargain purchase.  It is effective for fiscal years beginning on or after December 15, 2008 and is to be applied prospectively.  Earlier adoption is not permitted.  The Company is currently evaluating the impact of the adoption of this guidance.

In December 2007, the FASB issued new guidance regarding noncontrolling interests in consolidated financial statements.  This guidance establishes accounting and reporting standards for the noncontrolling interest in a subsidiary. It requires that consolidated net income reflect the amounts attributable to both the parent and the noncontrolling interest, and also includes additional disclosure requirements. It is effective for fiscal years beginning on or after December 15, 2008 and is to be applied prospectively as of the beginning of the fiscal year in which the guidance is initially applied, except for the presentation and disclosure requirements which shall be applied retrospectively for all periods presented.  Earlier adoption is not permitted.  The Company is currently evaluating the impact of the adoption of this guidance.

In December 2008, the FASB issued changes to employers’ disclosures about postretirement benefit plan assets. These changes require enhanced disclosures regarding assets in defined benefit pension or other postretirement plans.  It is effective for fiscal years ending after December 31, 2009.  Earlier application is permitted. The Company is currently evaluating the impact of the adoption of these changes.

In April 2009, the FASB issued changes to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. It also requires those disclosures in summarized financial information at interim reporting periods. These changes are effective for interim reporting periods ending after June 15, 2009 and were adopted by the Company as of June 30, 2009.  See Notes 3 and 7 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Effective September 30, 2007, the Company adopted the recognition and related disclosure provisions of guidance on employers’ accounting for defined benefit pension and other postretirement plans which amended earlier guidance.  In the first quarter of fiscal 2009, the Company adopted the provision requiring the Company to measure the plan assets and benefit obligations of defined benefit postretirement plans as of the date of its year-end balance sheet.  Adoption of this provision did not have a material effect on the Company’s consolidated results of operations or financial condition. See Note 11 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.



 
31

 

ITEM 7.                      MANAGEMENT'S DISCUSSION AND ANALYSIS, continued

In May 2009, the FASB issued new guidance regarding subsequent events.  The guidance establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  The Statement is effective for interim or annual financial periods ending after June 15, 2009.  Accordingly, the Company adopted these changes as of June 30, 2009.  The adoption had no material impact on the Company’s consolidated results of operations or financial condition.  See Note 21 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

In June 2008, the FASB issued guidance regarding instruments granted in share-based payments.  The guidance requires unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) to be considered participating securities and therefore included in the computation of earnings per share pursuant to the two-class method.  This guidance is effective for years beginning after December 31, 2008.  The Company is currently evaluating the impact of the adoption of these changes.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The following discussion about the Company's market risk involves forward-looking statements.  Actual results could differ materially from those projected in the forward-looking statements.  The Company has market risk related to changes in interest rates, commodity prices and foreign currency exchange rates.  The Company does not generally use derivative financial instruments in connection with these market risks, except as noted below.

Interest Rates - The Company’s most significant long-term debt instrument is the domestic Revolving Credit Facility, which bears interest at variable rates based on LIBOR.

The Company has entered into the following interest rate swaps:

Date
Initial Amount
Fixed Interest Rate
Interest Rate
Spread at
 September 30, 2009
 
Maturity Date
September 2007
 $25 million
4.77%
.60%
September 2012
May 2008
   40 million
3.72%
.60%
September 2012
October 2008
  20 million
3.21%
.60%
October 2010
October 2008
  20 million
3.46%
.60%
October 2011

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 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 $5.7 million ($3.5 million after tax) at September 30, 2009 that is included in equity as part of accumulated other comprehensive loss.  A decrease of 10% in market interest rates (e.g. a decrease from 5.0% to 4.5%) would result in an increase of approximately $610,000 in the fair value liability of the interest rate swaps.

Commodity Price Risks - In the normal course of business, the Company is exposed to commodity price fluctuations related to the purchases of certain materials and supplies (such as bronze ingot, steel, fuel and wood) used in its manufacturing operations. The Company obtains competitive prices for materials and supplies when available.

Foreign Currency Exchange Rates - The Company is subject to changes in various foreign currency exchange rates, primarily including the Euro, British Pound, Canadian Dollar, Australian Dollar, Swedish Krona, Chinese Yuan, Hong Kong Dollar and Polish Zloty in the conversion from local currencies to the U.S. dollar of the reported financial position and operating results of its non-U.S. based subsidiaries.  An adverse change (strengthening dollar) of 10% in exchange rates would have resulted in a decrease in sales of $28.5 million and a decrease in operating income of $3.3 million for the year ended September 30, 2009.

 
32

 

 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Description
 
Pages
     
Management’s Report to Shareholders
 
34
     
Report of Independent Registered Public Accounting Firm
 
35
     
Financial Statements:
   
     
     Consolidated Balance Sheets as of September 30, 2009 and 2008
 
36-37
     
     Consolidated Statements of Income for the years ended September 30, 2009, 2008 and 2007
 
38
     
     Consolidated Statements of Shareholders' Equity for the years ended September 30, 2009, 2008 and 2007
 
39
     
     Consolidated Statements of Cash Flows for the years ended September 30, 2009, 2008 and 2007
 
40
     
     Notes to Consolidated Financial Statements
 
41-65
     
Supplementary Financial Information (unaudited)
 
66
     
Financial Statement Schedule – Schedule II-Valuation and Qualifying
   
     Accounts for the years ended September 30, 2009, 2008 and 2007
 
67


 
33

 




MANAGEMENT’S REPORT TO SHAREHOLDERS

To the Shareholders and Board of Directors of
Matthews International Corporation:

Management’s Report on Financial Statements
 
The accompanying consolidated financial statements of Matthews International Corporation and its subsidiaries (collectively, the “Company”) were prepared by management, which is responsible for their integrity and objectivity. The statements were prepared in accordance with generally accepted accounting principles and include amounts that are based on management’s best judgments and estimates. The other financial information included in this Annual Report on Form 10-K is consistent with that in the financial statements.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. In order to evaluate the effectiveness of internal control over financial reporting management has conducted an assessment using the criteria in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s internal controls over financial reporting include those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on its assessment, management has concluded that the Company maintained effective internal control over financial reporting as of September 30, 2009, based on criteria in Internal Control – Integrated Framework issued by the COSO. The effectiveness of the Company’s internal control over financial reporting as of September 30, 2009 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.
 
Management’s Certifications
 
The certifications of the Company’s Chief Executive Officer and Chief Financial Officer required by the Sarbanes-Oxley Act have been included as Exhibits 31 and 32 in the Company’s Form 10-K.





 
34

 

 
Report of Independent Registered Public Accounting Firm
 

To the Shareholders and Board of Directors of
   Matthews International Corporation:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Matthews International Corporation and its subsidiaries at September 30, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2009 in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2009, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 8.  Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 11 to the consolidated financial statements, the Company changed the manner in which it accounts for defined benefit pension and other postretirement benefit plans in 2007.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania
November 23, 2009

 
35

 

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2009 and 2008
(Dollar amounts in thousands, except per share data)
__________

ASSETS
 
2009
   
2008
 
Current assets:
           
Cash and cash equivalents
  $ 57,732     $ 50,667  
Short-term investments
    62       62  
Accounts receivable, net of allowance for doubtful
accounts of $12,630 and $11,538, respectively
    138,927       145,288  
Inventories
    94,455       96,388  
Deferred income taxes
    1,816       1,271  
Other current assets
    12,430       9,439  
Total current assets
    305,422       303,115  
                 
Investments
    13,389       10,410  
                 
Property, plant and equipment, net
    138,060       145,738  
                 
Deferred income taxes
    32,563       17,714  
                 
Other assets
    19,999       17,754  
                 
Goodwill
    385,219       359,641  
                 
Other intangible assets, net
    55,001       59,910  
                 
Total assets
  $ 949,653     $ 914,282  


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

 
36

 

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, continued
September 30, 2009 and 2008
(Dollar amounts in thousands, except per share data)
__________

LIABILITIES AND SHAREHOLDERS' EQUITY
 
2009
   
2008
 
Current liabilities:
           
Long-term debt, current maturities
  $ 14,188     $ 35,144  
Trade accounts payable
    28,604       26,647  
Accrued compensation
    35,592       40,188  
Accrued income taxes
    8,120       12,075  
Other current liabilities
    45,836       47,656  
Total current liabilities
    132,340       161,710  
                 
Long-term debt
    237,530       219,124  
                 
Accrued pension
    53,734       17,208  
                 
Postretirement benefits
    24,599       20,918  
                 
Deferred income taxes
    13,464       10,594  
                 
Environmental reserve
    6,482       7,382  
                 
Other liabilities and deferred revenue
    15,489       12,500  
Total liabilities
    483,638       449,436  
                 
Minority interest and minority interest arrangement
    31,797       30,891  
                 
Commitments and contingent liabilities
               
                 
Shareholders' equity:
               
Class A common stock, $1.00 par value; authorized
70,000,000 shares; 36,333,992 shares issued
    36,334       36,334  
Preferred stock, $100 par value, authorized 10,000 shares, none issued
    -       -  
Additional paid-in capital
    47,436       47,250  
Retained earnings
    559,786       511,130  
Accumulated other comprehensive loss
    (29,884 )     (2,979 )
Treasury stock, 6,031,674 and 5,474,514 shares, respectively, at cost
    (179,454 )     (157,780 )
Total shareholders' equity
    434,218       433,955  
                 
Total liabilities and shareholders' equity
  $ 949,653     $ 914,282  


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

 
37

 

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
for the years ended September 30, 2009, 2008 and 2007
(Dollar amounts in thousands, except per share data)
__________

   
2009
   
2008
   
2007
 
Sales
  $ 780,908     $ 818,623     $ 749,352  
Cost of sales
    (486,131     (495,659     (468,895
                         
Gross profit
    294,777       322,964       280,457  
                         
Selling expense
    (83,576     (82,677     (71,623
Administrative expense
    (110,190     (107,335     (97,010
                         
Operating profit
    101,011       132,952       111,824  
                         
Investment income
    2,048       1,808       2,390  
Interest expense
    (12,053     (10,405     (8,119
Other income (deductions), net
    (12     510       354  
Minority interest
    (2,451     (3,293     (2,733
                         
Income before income taxes
    88,543       121,572       103,716  
                         
Income taxes
    (30,811     (42,088     (38,990
                         
Net income
  $ 57,732     $ 79,484     $ 64,726  
                         
                         
Earnings per share:
                       
Basic
    $1.91       $2.57       $2.05  
                         
Diluted
    $1.90       $2.55       $2.04  


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

 
38

 

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
for the years ended September 30, 2009, 2008 and 2007
(Dollar amounts in thousands, except per share data)
__________

                     
Accumulated
             
                     
Other
             
         
Additional
         
Comprehensive
             
   
Common
   
Paid-in
   
Retained
   
Income (Loss)
   
Treasury
       
   
Stock
   
Capital
   
Earnings
   
(net of tax)
   
Stock
   
Total
 
Balance, September 30, 2006
  $ 36,334     $ 33,953     $ 410,203     $ 4,386     $ (92,451   $ 392,425  
Net income
    -       -       64,726       -       -       64,726  
Minimum pension liability
    -       -       -       2,191       -       2,191  
Translation adjustment
    -       -       -       16,546       -       16,546  
Fair value of derivatives
    -       -       -       (740     -       (740
Total comprehensive income
                                            82,723  
Initial adoption of pension accounting
    -       -       -       (8,993     -       (8,993
Stock-based compensation
    -       3,509       -       -       -       3,509  
Treasury stock transactions:
                                               
Purchase of 1,366,297 shares
    -       -       -       -       (56,526     (56,526
Issuance of  789,164 shares under stock plans
    -       4,108       -       -       16,615       20,723  
Dividends, $.225 per share
    -       -       (7,083     -       -       (7,083
Balance, September 30, 2007
    36,334       41,570       467,846       13,390       (132,362     426,778  
Net income
    -       -       79,484       -       -       79,484  
Minimum pension liability
    -       -       -       (3,049     -       (3,049
Translation adjustment
    -       -       -       (12,323     -       (12,323
Fair value of derivatives
    -       -       -       (997     -       (997
Total comprehensive income
                                            63,115  
Stock-based compensation
    -       4,899       -       -       -       4,899  
Treasury stock transactions:
                                               
Purchase of 981,563 shares
    -       -       -       -       (46,189     (46,189
Issuance of  649,654 shares under stock plans
    -       781       -       -       20,771       21,552  
Dividends, $.245 per share
    -       -       (7,437     -       -       (7,437
Minority interest agreement
    -       -       (28,763     -       -       (28,763
Balance, September 30, 2008
    36,334       47,250       511,130       (2,979     (157,780     433,955  
Net income