UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For The Quarterly Period Ended June 30, 1998 Commission File Nos. 0-9115 and 0-24494 MATTHEWS INTERNATIONAL CORPORATION (Exact Name of registrant as specified in its charter) PENNSYLVANIA 25-0644320 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) TWO NORTHSHORE CENTER, PITTSBURGH, PA 15212-5851 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (412) 442-8200 NOT APPLICABLE (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Class of Common Stock Outstanding at July 31, 1998 Class A - $1.00 par value 13,084,225 shares Class B - $1.00 par value 2,954,667 shares MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (UNAUDITED)
June 30, 1998 September 30, 1997 ------------- ------------------ ASSETS Current assets: Cash and cash equivalents $ 20,492,675 $ 19,958,712 Short-term investments 5,003,341 3,090,507 Accounts receivable 31,771,847 30,054,396 Inventories: Materials and finished goods $10,938,130 $10,482,503 Labor and overhead in process 1,230,508 803,815 Supplies 334,864 479,887 ---------- ---------- 12,503,502 11,766,205 Other current assets 1,837,958 2,219,631 ---------- ---------- Total current assets 71,609,323 67,089,451 Investments 21,755,624 30,771,594 Property, plant and equipment: Cost 77,988,044 72,231,128 Less accumulated depreciation (33,099,690) (29,747,385) ---------- ---------- 44,888,354 42,483,743 Deferred income taxes and other assets 13,161,062 12,316,481 Goodwill 21,055,984 16,543,121 ----------- ----------- Total assets $172,470,347 $169,204,390 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Long-term debt, current maturities 784,874 850,533 Accounts payable 5,984,962 5,854,582 Accrued compensation 12,720,626 11,244,999 Accrued income taxes 4,803,526 2,999,511 Customer prepayments 7,626,660 8,892,467 Other current liabilities 7,686,969 6,204,991 ---------- ---------- Total current liabilities 39,607,617 36,047,083 Long-term debt 1,637,991 2,151,413 Estimated finishing costs 3,576,924 3,309,098 Postretirement benefits 20,355,446 20,676,282 Other liabilities 7,637,416 2,854,439 Shareholders' equity: Common stock: Class A, par value $1.00 14,381,634 13,769,718 Class B, par value $1.00 3,785,362 4,397,278 Other shareholders' equity 81,487,957 85,999,079 ---------- ---------- 99,654,953 104,166,075 ----------- ----------- Total liabilities and shareholders' equity $172,470,347 $169,204,390 =========== =========== /TABLE MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
Three Months Ended Nine Months Ended June 30, June 30, ------------------------- -------------------------- 1998 1997 1998 1997 ---- ---- ---- ---- Sales $ 55,217,977 $ 51,736,477 $156,221,775 $139,746,680 Cost of sales 30,157,581 28,893,420 86,895,061 77,803,006 ---------- ---------- ----------- ---------- Gross Profit 25,060,396 22,843,057 69,326,714 61,943,674 Selling and administrative expenses 14,727,369 14,045,115 42,490,771 38,646,767 ---------- ---------- ----------- ---------- Operating profit 10,333,027 8,797,942 26,835,943 23,296,907 Investment income 584,965 542,119 1,879,684 1,773,478 Interest expense (110,621) (182,546) (288,523) (208,910) Other income (deductions), net (285,843) (187,557) (181,869) (468,758) Minority interest (3,717) (71,480) (482,392) (152,849) ---------- ---------- ----------- ---------- Income before income taxes 10,517,811 8,898,478 27,762,843 24,239,868 Income taxes 4,135,929 3,413,870 10,878,876 9,437,859 ---------- ---------- ----------- ---------- Net income $ 6,381,882 $ 5,484,608 $ 16,883,967 $ 14,802,009 ========== ========== =========== ========== Basic earnings per share $ .39 $ .32 $ 1.03 $ .86 ===== ===== ===== ===== Diluted earnings per share $ .38 $ .31 $ 1.00 $ .83 ===== ===== ===== ===== Dividends per share $.0425 $ .04 $.1275 $ .12 ===== ===== ===== =====
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Nine Months Ended June 30, -------------------------- 1998 1997 ---- ---- Cash flows from operating activities: Net income $16,883,967 $14,802,009 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,850,195 4,307,582 Deferred taxes (851,349) 727,775 Net increase in working capital items 3,071,812 5,444,482 Decrease in other noncurrent assets 158,769 1,830,515 Increase in estimated finishing costs 267,826 181,173 Increase in other liabilities 782,007 526,167 Decrease in postretirement benefits (320,836) (499,703) (Gain) loss on sales of property, plant and equipment (16,613) 83,238 Net loss on investments 41,869 55,106 Effect of exchange rate changes on operations 226,444 (457,405) ---------- ---------- Net cash provided by operating activities 26,094,091 27,000,939 ---------- ---------- Cash flows from investing activities: Acquisitions of property, plant and equipment (5,057,529) (4,185,153) Proceeds from disposals of property, plant and equipment 388,755 15,295 Acquisitions, net of cash acquired (6,127,183) (6,004,320) Investments (1,271,543) (1,414,305) Proceeds from disposition of investments 8,559,636 7,226,741 Collections on loans to officers and employees 346,596 392,955 ---------- ---------- Net cash used in investing activities (3,161,268) (3,968,787) ---------- ---------- Cash flows from financing activities: Payments on long-term debt (1,001,011) (4,139,209) Proceeds from the sale of treasury stock 2,374,348 815,163 Purchases of treasury stock (20,581,458) (8,855,411) Dividends paid (2,604,629) (2,063,991) ---------- ---------- Net cash used in financing activities (21,812,750) (14,243,448) ---------- ---------- Effect of exchange rate changes on cash (586,110) (404,131) ---------- ---------- Net decrease in cash and cash equivalents $ 533,963 $ 8,384,573 ========== ========== Supplemental Cash Flow Information: Cash paid during the period for: Interest $ 288,523 $ 208,910 Income Taxes 9,845,724 7,459,132
MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998 Note 1. Nature of Operations Matthews International Corporation, founded in 1850 and incorporated in Pennsylvania in 1902, is a designer, manufacturer and marketer principally of custom-made products which are used to identify people, places, products and events. The Company's products and operations are comprised of three business segments: Bronze, Graphic Systems and Marking Products. The Bronze segment is a leading manufacturer of cast bronze memorial products, crematories and cremation-related products. The Graphic Systems segment manufactures and provides printing plates, pre-press services and imaging systems for the corrugated and flexible packaging industries. The Marking Products segment designs, manufactures and distributes a wide range of equipment and consumables used by customers to mark or identify various consumer and industrial products and containers. The Company has sales and manufacturing facilities in the United States, Australia, Canada, Sweden and the United Kingdom. Note 2. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information for commercial and industrial companies and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the three-month and nine-month periods ended June 30, 1998 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 1998. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 1997. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Note 3. Income Taxes The income tax provision for the period is based on the effective tax rate expected to be applicable for the full year. The difference between the estimated effective tax rate of 39.2% and the Federal statutory rate of 35% primarily reflects the impact of state and foreign income taxes. MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued JUNE 30, 1998 Note 4. Earnings Per Share
Three Months Ended Nine Months Ended June 30, June 30, ------------------------- -------------------------- 1998 1997 1998 1997 ---- ---- ---- ---- Numerator: Net income $ 6,381,882 $ 5,484,608 $16,883,967 $14,802,009 ========= ========= ========== ========== Denominator: Weighted average common shares outstanding 16,219,037 17,068,503 16,430,678 17,300,496 Dilutive securities, primarily stock options 412,878 514,086 440,103 514,086 ---------- ---------- ---------- ---------- Diluted weighted average common shares outstanding 16,631,915 17,582,589 16,870,781 17,814,582 ========== ========== ========== ========== Basic earnings per share $ .39 $ .32 $1.03 $ .86 === === ==== ==== Diluted earnings per share $ .38 .31 $1.00 $ .83 === === ==== ====
Note 5. Stock Split On May 5, 1998, the Board of Directors declared a two-for-one stock split on the Company's Class A and Class B common stock in the form of a 100% stock distribution. The stock distribution was issued June 2, 1998 to shareholders of record on May 15, 1998. Shareholders' equity has been adjusted for all periods presented to give retroactive recognition to the stock split by reclassifying from additional paid-in capital and retained earnings to common stock the par value of the additional shares arising from the split. All per share amounts and numbers of shares have been adjusted in this report to reflect the stock split. Note 6. Supplemental Cash Flow Information Non-cash transactions for the period included contributions of property, plant and equipment valued at $715,000 and assumed liabilities, principally long-term debt and capital lease obligations, of $413,000 in the formation of Mavrick Cutting Dies, Inc., a 60%-owned subsidiary, on October 1, 1997. MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued JUNE 30, 1998 Note 7. Acquisitions On October 1, 1997, the Company acquired for $480,000 cash the assets of Western Plasti-Type Co. ("Western"). On November 4, 1997, the Company acquired the common stock of Allied Reprographics, Inc. ("Allied") for $700,000 cash. Both Western and Allied are printing plate manufacturers located in Denver, Colorado. On November 3, 1997, the Company acquired for $1,400,000 cash the assets of Palomar Packaging, Inc. ("Palomar"), a manufacturer of printing plates and steel-rule cutting dies, located near San Diego, California. An additional amount up to $880,000 may be payable for Palomar during the five-year period from the acquisition date contingent on the attainment of certain operating performance levels. On February 20, 1998, the Company acquired for $1,600,000 cash certain assets of S&N Graphics, Inc., a St. Louis, Missouri manufacturer of printing plates and other marking devices. On May 22, 1998, Matthews acquired fifty percent of O.N.E. Color Communications, Inc. ("O.N.E."), a digital graphics service company. The other fifty percent will continue to be owned by its current shareholders. O.N.E., with annual sales of approximately $10 million, is headquartered in Oakland, California. The transaction was structured as an asset purchase with the purchase price consisting of $2,000,000 cash and the assumption of a 50% interest in certain of O.N.E.'s liabilities. The parties have each contributed their respective 50% interests into a newly-formed California limited liability company, O.N.E. Color Communications, L.L.C. An additional amount is payable by Matthews three years from the acquisition date contingent on the attainment of certain operating performance levels of the new company, with such payout to be not less than $400,000. In addition, the purchase agreement requires Matthews to purchase the remaining fifty percent interest in O.N.E. Color Communications, L.L.C. no later than May 2004. The purchase price for the remaining interest is contingent on the attainment of certain operating performance levels of the new company with such payment to be not less than $4.5 million. The accounts of O.N.E. have been included in the consolidated financial statements of Matthews and a liability has been recorded for the present value of the minimum future payouts. The Company has accounted for these acquisitions using the purchase method and, accordingly, recorded the acquired assets and liabilities at their estimated fair values at the acquisition dates. The excess of the purchase price over the fair value of the net assets has been recorded as goodwill to be amortized on a straight-line basis over 25 years. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cautionary Statement: The following discussion should be read in conjunction with the consolidated financial statements and footnotes thereto included in this Quarterly Report on Form 10-Q and the Company's Annual Report on Form 10-K for the year ended September 30, 1997. Any forward-looking statements contained herein are included pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to be materially different from management's expectations. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove correct. Factors that could cause the Company's results to differ materially from the results discussed in such forward-looking statements principally include economic, competitive and technological factors beyond the Company's control. Results of Operations The following table sets forth certain income statement data of the Company expressed as a percentage of net sales for the periods indicated. Nine months ended Years ended June 30, September 30, ----------------- -------------------- 1998 1997 1997 1996 1995 ---- ---- ---- ---- ---- Sales 100.0% 100.0% 100.0% 100.0% 100.0% Gross profit 44.4 44.3 44.1 44.6 44.8 Operating profit 17.2 16.7 16.3 15.6 14.7 Income before income taxes 17.8 17.3 17.1 19.5 15.0 Net income 10.8 10.6 10.4 11.8 9.3 Sales for the nine months ended June 30, 1998 were $156.2 million and were $16.5 million, or 11.8%, higher than sales of $139.7 million for the first nine months of fiscal 1997. The sales increase for the first nine months of fiscal 1998 resulted from higher sales in the Company's Graphic Systems and Bronze segments. Sales for the Graphic Systems segment were up 37% from the first nine months of fiscal 1997 primarily reflecting acquisitions. In fiscal 1997, the Company's acquisitions included the purchase of Carolina Repro-Graphic (May 1997) and a 50% interest in Tukaiz Communications L.L.C. (January 1997). Sales for the segment also reflected several acquisitions completed during the current fiscal year (See "Acquisitions"). Bronze segment sales for the first nine months of fiscal 1998 increased 8% from the same period a year ago as a result of higher unit volume. The higher level of sales for the current period reflected an increase in sales of bronze and granite memorial products and cremation equipment. Marking Products segment sales for the nine months ended June 30, 1998 decreased 16% from the same period a year ago. The decline, which was expected, resulted from the sale of the segment's distribution operations in Australia (August 1997) and France (February 1998), both of which had historically produced marginal results for the Company. Sales for the segment's North American operations increased 3% compared to the same period last year. Results of Operations, continued Gross profit for the nine months ended June 30, 1998 was $69.3 million, or 44.4% of sales, compared to $61.9 million, or 44.3% of sales, for the first nine months of fiscal 1997. The increase in gross profit of $7.4 million, or 11.9%, resulted from higher sales in the Graphic Systems and Bronze segments. Marking Products gross profit for the nine months ended June 30, 1998 declined from the prior period primarily as a result of the sale of the segment's distribution operations in Australia and France. Consolidated gross profit as a percent of sales for the first nine months of fiscal 1998 was relatively consistent with the same period a year ago. Gross profit as a percent of sales for the Bronze segment increased for the period reflecting improvements in operating efficiencies. For the Graphic Systems segment, the gross profit percentage was slightly lower for the period due to changes in product mix. Selling and administrative expenses for the nine months ended June 30, 1998 were $42.5 million, representing an increase of $3.9 million, or 10.0%, over $38.6 million for the first nine months of fiscal 1997. The increase in selling and administrative expenses from the prior period principally resulted from acquisitions by the Graphic Systems segment during the past 18 months. Partially offsetting this increase was a reduction in Marking Products selling and administrative costs with the sale of the segment's distribution operations in Australia and France. Consolidated selling and administrative expenses were 27.2% of sales for the first nine months of fiscal 1998 compared to 27.7% for the same period last year. Operating profit for the nine months ended June 30, 1998 was $26.8 million and was $3.5 million, or 15.2%, higher than the first nine months of fiscal 1997. The growth in the Company's operating profit for the current period reflected increases in all three of the Company's business segments. Operating profit for the Graphic Systems segment increased significantly over the prior period as a result of the Company's acquisitions. Bronze segment operating profit for the nine months ended June 30, 1998 also increased over the same period a year ago reflecting higher sales and margins. In addition, operating profit for the Marking Products segment improved over the same period last year despite the sale of the segment's distribution operations in Australia and France. The improvement resulted from higher sales combined with lower selling and administrative costs in the segment's North American operations. Investment income for the nine months ended June 30, 1998 was $1.9 million, compared to $1.8 million for the first nine months of fiscal 1997. The increase reflected a higher rate of return on investments during the current period. Interest expense for the nine months ended June 30, 1998 was $289,000, compared to $209,000 for the same period a year ago. Interest expense principally related to the Company's capital lease obligations. Other income (deductions), net for the first nine months of fiscal 1998 represented a net reduction in pre-tax income of $182,000 compared to a net reduction of $469,000 for the first nine months of fiscal 1997. The current period includes gains on the sale of various fixed assets. Minority interest for the nine months ended June 30, 1998 related to the Company's 50%-owned affiliate, Tukaiz Communications L.L.C., which was acquired in January 1997. Results of Operations, continued The Company's effective tax rate for the nine months ended June 30, 1998 was 39.2%, consistent with the effective rate of 39.2% for the year ended September 30, 1997. The difference between the Company's effective tax rate and the Federal statutory rate of 35% primarily reflects the impact of state and foreign income taxes. Liquidity and Capital Resources Net cash provided by operating activities was $26.1 million for the nine months ended June 30, 1998, compared to $27.0 million for the first nine months of fiscal 1997. Operating cash flow for both periods primarily reflected net income adjusted for depreciation and amortization and changes in various working capital items. Cash used in investing activities was approximately $3.2 million for the nine months ended June 30, 1998 compared to $4.0 million for the same period a year ago. Investing activities for the current period included the acquisitions of Western Plasti-Type Co. ($480,000), Allied Reprographics, Inc. ($700,000), Palomar Packaging, Inc. ($1.4 million), S&N Graphics, Inc. ($1.6 million), and O.N.E. Color Communications, L.L.C. ($2.0 million). See "Acquisitions" for further discussion. In addition, investing activities for the nine months ended June 30, 1998 included capital expenditures of $5.1 million and proceeds from the net disposition of investments of $7.3 million. Investing activities for the first nine months of fiscal 1997 primarily included capital expenditures of $4.2 million, the acquisitions of Carolina Repro-Graphic and a 50% interest in Tukaiz Communications L.L.C. and the net disposition of investments during the period of $5.8 million. Capital spending for property, plant and equipment has averaged approximately $5.8 million for the last three fiscal years. The capital budget of the Company for fiscal 1998 is $10.9 million. The Company expects to generate sufficient cash from operations to fund all anticipated capital spending projects. Cash used in financing activities for the nine months ended June 30, 1998 was $21.8 million consisting of net treasury stock purchases of $18.2 million, the Company's dividends of $.0425 per share for each of the first three quarters, which totaled $2.6 million, and repayments under the Company's capital lease agreements of $1.0 million. Cash used in financing activities for the nine months ended June 30, 1997 was $14.2 million consisting of net treasury stock purchases ($8.0 million), dividends of $.04 per share for each of the first three quarters ($2.1 million) and long-term debt repayments ($4.1 million). The Company currently has available lines of credit of approximately $13 million. There were no outstanding borrowings on any of the Company's lines of credit at June 30, 1998. On April 29, 1998, the Company announced the continuation of its stock repurchase program. Previously, the Company's Board of Directors had approved repurchasing a total of 2,000,000 (adjusted for the stock split), which has been substantially completed. The current authorization allows the Company to purchase up to an additional 1,000,000 shares of Matthews Class A and Class B common stock. The buy-back program is designed to increase shareholder value, enlarge the Company's holdings of its Class A and Class B common stock, and add to earnings per share. Repurchased shares may be retained in treasury, utilized for acquisitions or reissued to employees or other purchasers. Liquidity and Capital Resources, continued At June 30, 1998 and September 30, 1997 and 1996, the Company's current ratio was 1.8, 1.9 and 2.2, respectively. The Company had cash and cash equivalents at June 30, 1998 and September 30, 1997 of $20.5 million and $20.0 million, respectively. Net working capital at June 30, 1998 was $32.0 million. The Company believes that its current liquidity sources, combined with its operating cash flow and additional borrowing capacity, will be sufficient to meet its capital needs for the next 12 months. Stock Split On May 5, 1998, the Board of Directors declared a two-for-one stock split on the Company's Class A and Class B common stock in the form of a 100% stock distribution. The stock distribution was issued June 2, 1998 to shareholders of record on May 15, 1998. Shareholders' equity has been adjusted for all periods presented to give retroactive recognition to the stock split by reclassifying from additional paid-in capital and retained earnings to common stock the par value of the additional shares arising from the split. All per share amounts and numbers of shares have been adjusted in this report to reflect the stock split. Acquisitions On October 1, 1997, the Company acquired for $480,000 cash the assets of Western Plasti-Type Co. ("Western"). On November 4, 1997, the Company acquired the common stock of Allied Reprographics, Inc. ("Allied") for $700,000 cash. Both Western and Allied are printing plate manufacturers located in Denver, Colorado. On November 3, 1997, the Company acquired for $1.4 million cash the assets of Palomar Packaging, Inc. ("Palomar"), a manufacturer of printing plates and steel-rule cutting dies, located near San Diego, California. An additional amount up to $880,000 may be payable for Palomar during the five-year period from the acquisition date contingent on the attainment of certain operating performance levels. On February 20, 1998, the Company acquired for $1,600,000 cash certain assets of S&N Graphics, Inc., a St. Louis, Missouri manufacturer of printing plates and other marking devices. The acquisitions of Western and Allied are designed to provide Matthews with a presence in the Colorado and surrounding markets which were not previously served by the Company. The acquisition of Palomar is designed to increase Matthews' presence in the growing marketplace for packaged products in southern California and northern Mexico. The acquisition of S&N Graphics, Inc. is designed to increase Matthews' share of the St. Louis marketplace for prepress and printing plates in the flexible and corrugated packaging industries. On May 22, 1998, Matthews acquired fifty percent of O.N.E. Color Communications, Inc. ("O.N.E."), a digital graphics service company. The other fifty percent will continue to be owned by its current shareholders. The transaction was structured as an asset purchase with the purchase price consisting of $2,000,000 cash and the assumption of a 50% interest in certain of O.N.E.'s liabilities. The parties have each contributed their respective 50% interests into a newly-formed California limited liability company, O.N.E. Color Communications, L.L.C. An additional amount is payable by Matthews three years from the acquisition date contingent on the attainment of certain operating performance levels of the new company, with such payout to be not less than $400,000. Acquisitions, continued In addition, the purchase agreement requires Matthews to purchase the remaining fifty percent interest in O.N.E. Color Communications, L.L.C. no later than May 2004. The purchase price for the remaining interest is contingent on the attainment of certain operating performance levels of the new company with such payment to be not less than $4.5 million. The accounts of O.N.E. have been included in the consolidated financial statements of Matthews and a liability has been recorded for the present value of the minimum future payouts. O.N.E., with annual sales of approximately $10 million, is headquartered in Oakland, California and was formed 83 years ago. O.N.E. provides digital graphic services to advertising agencies and packaging markets. The combination of Matthews and O.N.E. is an integral part of Matthews' strategy to become a worldwide leader in advanced applications of digital graphics. The Company has accounted for these acquisitions using the purchase method and, accordingly, recorded the acquired assets and liabilities at their estimated fair values at the acquisition dates. The excess of the purchase price over the fair value of the net assets has been recorded as goodwill to be amortized on a straight-line basis over 25 years. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits The following Exhibits to this report are filed herewith: Exhibit No. Description ------- ----------- 10.1 Asset Purchase and Membership Interest Agreement among Mattone Holding Corp., O.N.E. Color Communications, Inc., O.N.E. Color Communications, L.L.C., Stephen Kozel, Kim Fogarty, Thomas Kozel and Peter Kozel 10.2 O.N.E. Color Communications, L.L.C., Operating Agreement 27 Financial Data Schedule (via EDGAR) (b) Reports on Form 8-K A Form 8-K current report was filed by the Company on May 27, 1998 reporting under "Item 5 - Other Events" the following: On May 22, 1998, Matthews International Corporation ("Matthews") acquired fifty percent of O.N.E. Color Communications, Inc. ("O.N.E."), a digital graphics service company. The other fifty percent of O.N.E. will continue to be owned by its current shareholders. The combination of Matthews and O.N.E. is an integral part of the Matthews strategy to become a worldwide leader in advanced applications of digital graphics. O.N.E., with annual sales of approximately $10 million, is headquartered in Oakland, California and was formed 83 years ago. O.N.E. provides digital graphic services to advertising agencies and packaging markets. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MATTHEWS INTERNATIONAL CORPORATION (Registrant) Date 8/13/98 D.M. Kelly ------------- ----------------------------------------- D.M. Kelly, Chairman of the Board, President and Chief Executive Officer Date 8/13/98 E.J. Boyle ------------- ----------------------------------------- E. J. Boyle, Vice President, Accounting & Finance, Treasurer and Secretary