Edgar Filing: MATTHEWS INTERNATIONAL CORP

form10q3-2007.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 10-Q

x	Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For The Quarterly Period Ended June 30, 2007

Commission File No. 0-9115

MATTHEWS INTERNATIONAL CORPORATION

(Exact Name of registrant as specified in its charter)

PENNSYLVANIA		25-0644320
(State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization)		Identification No.)

TWO NORTHSHORE CENTER, PITTSBURGH, PA		15212-5851
(Address of principal executive offices)		(Zip Code)


Registrant's telephone number, including area code		(412) 442-8200

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x

No o

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

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

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

Yes o

No x

As of July 31, 2007, shares of common stock outstanding were:

Class A Common Stock 31,302,143 shares

PART I - FINANCIAL INFORMATION

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except per share data)

	June 30, 2007					September 30, 2006
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents				$	36,993				$	29,720
Short-term investments					100					92
Accounts receivable, net					120,512					121,750
Inventories					93,110					85,415
Deferred income taxes					1,684					1,682
Other current assets					6,568					4,184

Total current assets					258,967					242,843

Investments					11,822					11,492
Property, plant and equipment: Cost		212,828					202,346
Less accumulated depreciation		(124,994	)				(114,247	)
					87,834					88,099
Deferred income taxes and other assets					31,112					30,566
Goodwill					310,484					298,125
Other intangible assets, net					45,444					44,965

Total assets				$	745,663				$	716,090

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Long-term debt, current maturities				$	27,035				$	28,451
Accounts payable					20,908					26,925
Accrued compensation					29,191					33,517
Accrued income taxes					6,824					9,230
Other current liabilities					36,736					39,086

Total current liabilities					120,694					137,209

Long-term debt					133,170					120,289
Pension and postretirement benefits					33,759					35,142
Deferred income taxes					10,541					9,942
Environmental reserve					8,418					9,028
Other liabilities and deferred revenue					13,871					12,055

Shareholders' equity:
Common stock		36,334					36,334
Additional paid-in capital		40,540					33,953
Retained earnings		449,482					410,203
Accumulated other comprehensive income		13,376					4,386
Treasury stock, at cost		(114,522	)				(92,451	)
					425,210					392,425

Total liabilities and shareholders' equity				$	745,663				$	716,090

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

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Dollar amounts in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2007			2006			2007			2006



Sales	$	185,477		$	181,804		$	563,880		$	532,981
Cost of sales		(116,059	)		(111,515	)		(355,321	)		(334,548	)

Gross profit		69,418			70,289			208,559			198,433

Selling and administrative expenses		(48,289	)		(39,766	)		(131,601	)		(116,431	)

Operating profit		21,129			30,523			76,958			82,002

Investment income		880			366			1,730			937
Interest expense		(2,098	)		(1,924	)		(5,838	)		(4,940	)
Other income, net		88			130			298			79
Minority interest		(722	)		(720	)		(1,833	)		(2,012	)

Income before income taxes		19,277			28,375			71,315			76,066

Income taxes		(7,248	)		(10,669	)		(26,814	)		(28,601	)

Net income	$	12,029		$	17,706		$	44,501		$	47,465

Earnings per share:
Basic		$.38			$.55			$1.40			$1.48

Diluted		$.38			$.55			$1.40			$1.47

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

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollar amounts in thousands, except per share data)

	Nine Months Ended
	June 30,
	2007			2006


Cash flows from operating activities:
Net income	$	44,501		$	47,465
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		15,445			16,165
Net gain on sale of assets		(1,716	)		(105	)
Minority interest		1,833			2,012
Stock-based compensation expense		2,578			3,189
Change in deferred taxes		1,462			(713	)
Changes in working capital items		(19,049	)		(36,651	)
Increase in other assets		(1,415	)		(180	)
Increase (decrease) in other liabilities		253			(359	)
Increase (decrease) in pension and postretirement benefits		(1,382	)		3,766

Net cash provided by operating activities		42,510			34,589

Cash flows from investing activities:
Capital expenditures		(14,198	)		(11,978	)
Proceeds from sale of assets		3,970			190
Acquisitions, net of cash acquired		(11,851	)		(29,946	)
Purchases of investments		(1,064	)		(166	)
Proceeds from disposition of investments		137			11

Net cash used in investing activities		(23,006	)		(41,889	)

Cash flows from financing activities:
Proceeds from long-term debt		49,950			52,433
Payments on long-term debt		(40,091	)		(41,394	)
Proceeds from the sale of treasury stock		16,054			1,869
Purchases of treasury stock		(36,726	)		(877	)
Tax benefit of exercised stock options		3,801			580
Dividends		(5,222	)		(4,815	)
Distributions to minority interests		(1,367	)		(4,254	)

Net cash (used in) provided by financing activities		(13,601	)		3,542

Effect of exchange rate changes on cash		1,370			1,154

Net increase (decrease) in cash and cash equivalents	$	7,273		$	(2,604	)

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

MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2007

(Dollar amounts in thousands, except per share data)

Note 1. Nature of Operations

Matthews International Corporation ("Matthews" or the “Company”), founded in 1850 and incorporated in Pennsylvania in 1902, is a designer, manufacturer and marketer principally of memorialization products and brand solutions. Memorialization products consist primarily of bronze 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 in the United States 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, pre-press services and imaging services for the primary packaging and corrugated industries. The Marking Products segment designs, manufactures and distributes a wide range of marking and coding equipment and consumables, and industrial automation products for identifying, tracking and conveying various consumer and industrial products, components and packaging containers. The Merchandising Solutions segment designs and manufactures merchandising displays and systems and provides creative merchandising and marketing solutions services.

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

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 and nine months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2007. 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, 2006. The consolidated financial statements include all domestic and foreign subsidiaries in which the Company maintains an ownership interest and has operating control. All intercompany accounts and transactions have been eliminated.

Reclassifications and restatements:

Certain reclassifications have been made in the Consolidated Statements of Cash Flows for prior periods to conform to the current period presentation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

(Dollar amounts in thousands, except per share data)

Note 3. Share-Based Payments

The Company has a stock incentive plan that provides for grants of incentive stock options, non-statutory stock options and restricted share awards in an aggregate number not to exceed 15% of the outstanding shares of the Company’s common stock (4,725,011 at June 30, 2007). The plan is administered by the Compensation Committee of the Board of Directors. The option price for each stock option that may be granted under the plan may not be less than the fair market value of the Company's common stock on the date of grant. Outstanding stock options are exercisable in one-third increments upon the attainment of 10%, 33% and 60% appreciation in the market value of the Company’s Class A Common Stock. In addition, options generally vest in one-third increments after three, four and five years, respectively, from the grant date (but, in any event, not until the attainment of the market value thresholds). The options expire on the earlier of ten years from the date of grant, upon employment termination, or within specified time limits following voluntary employment termination (with the consent of the Company), retirement or death. The Company generally settles employee stock option exercises with treasury shares.

Effective October 1, 2005, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123(R)”), using the modified retrospective method. Accordingly, 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.

For the three-month periods ended June 30, 2007 and 2006, stock-based compensation cost totaled $858 and $741, respectively. For the nine-month periods ended June 30, 2007 and 2006, stock-based compensation cost totaled $2,578 and $3,189, respectively. The associated future income tax benefit recognized was $335 and $289 for the three-month periods ended June 30, 2007 and 2006, respectively, and was $1,005 and $1,243 for the nine-month periods ended June 30, 2007 and 2006, respectively.

The amount of cash received from the exercise of stock options was $10,274 and $448 for the three-month periods ended June 30, 2007 and 2006, respectively, and $16,054 and $1,869 for the nine-month periods ended June 30, 2007 and 2006, respectively. In connection with these exercises, the tax benefits realized by the Company were $3,660 and $106 for the three-month periods ended June 30, 2007 and 2006, respectively, and $5,892 and $816 for the nine-month periods ended June 30, 2007 and 2006, respectively.

The transactions for shares under options for the nine-months ended June 30, 2007 were as follows:

				Weighted-		Weighted-
				average		average		Aggregate
				exercise		remaining		intrinsic
	Shares			price		contractual term		value
Outstanding, September 30, 2006		2,529,451		$	28.75
Granted		392,650			40.59
Exercised		(753,744	)		21.29
Expired or forfeited		(36,081	)		31.53
Outstanding, June 30, 2007		2,132,276		$	33.52		7.4	$	21,509
Exercisable, June 30, 2007		493,243		$	27.03		5.9	$	8,180
Shares reserved for future options		2,578,451

The weighted-average grant date fair value of options granted for the nine-month periods ended June 30, 2007 and 2006 was $12.29 and $9.47, respectively. The fair value of shares vested was $1,217 during the three-month periods ended June 30, 2007 and no shares were earned in the three months ended June 30, 2006. The fair value of shares vested was $4,518 and $3,594 during the nine-month periods ended June 30, 2007 and 2006, respectively. The intrinsic value of options (which is the amount by which the stock price exceeded the exercise price of the options on the date of exercise) exercised during the nine-month periods ended June 30, 2007 and 2006 was $15,127 and $2,157, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

(Dollar amounts in thousands, except per share data)

Note 3. Share-Based Payments (continued)

The transactions for non-vested shares for the nine months ended June 30, 2007 were as follows:

				Weighted-average
				grant-date
Non-vested shares	Shares			fair value
Non-vested at September 30, 2006		1,814,878		$	9.84
Granted		392,650			12.29
Vested		(533,830	)		8.46
Expired or forfeited		(34,665	)		9.93
Non-vested at June 30, 2007		1,639,033		$	10.87

As of June 30, 2007 the total unrecognized compensation cost related to non-vested stock options was approximately $6,304. This cost is expected to be recognized over a weighted-average period of 3.7 years in accordance with the vesting periods of the options.

As of October 1, 2005, the fair value of each option grant is estimated on the date of grant using a binomial lattice valuation model. The following table indicates the assumptions used in estimating fair value for the nine-month periods ended June 30, 2007 and 2006.

	June 30,
	2007			2006
Expected volatility		24.0	%		24.0	%
Dividend yield		.6	%		.6	%
Average risk free interest rate		4.7	%		4.4	%
Average expected term (years)		6.3			5.5

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

In the first quarter of fiscal 2007, 15,209 shares of restricted stock were granted to certain employees. The shares generally vest based upon certain service and performance criteria. At June 30, 2007, 14,284 shares of restricted stock were outstanding. The unrecognized compensation cost related to the unvested shares was approximately $341 at June 30, 2007.

Under the Company’s Director Fee Plan, directors who are not also officers of the Company each receive, as an annual retainer fee, either cash or shares of the Company's Class A Common Stock equivalent to $30. Where the annual retainer fee is provided in shares, each director may elect to be paid these shares on a current basis or have such shares credited to a deferred stock account as phantom stock, with such shares to be paid to the director subsequent to leaving the Board. Directors may also elect to receive the common stock equivalent of meeting fees credited to a deferred stock account. The value of deferred shares is recorded in other liabilities. A total of 48,697 shares had been deferred under the Director Fee Plan at June 30, 2007. Directors who are not also officers of the Company each received an annual stock-based grant (non-statutory stock options, stock appreciation rights and/or restricted shares) with a value of $50 in fiscal 2007 and $40 in fiscal 2006. A total of 22,300 stock options have been granted under the plan. At June 30, 2007, 21,300 options were outstanding, of which 16,500 are vested. Additionally, 13,200 shares of restricted stock have been granted under the plan, all of which are unvested at June 30, 2007. A total of 500,000 shares have been authorized to be issued under the Director Fee Plan.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

(Dollar amounts in thousands, except per share data)

Note 4. Income Taxes

Income tax provisions for the Company’s interim periods are based on the effective income tax rate expected to be applicable for the full year. The difference between the estimated effective tax rate for fiscal 2007 of 37.6% and the Federal statutory rate of 35.0% primarily reflects the impact of state and foreign income taxes.

Note 5. Earnings Per Share

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2007		2006		2007		2006

Net income	$	12,029	$	17,706	$	44,501	$	47,465

Weighted-average common shares outstanding		31,649,972		32,110,431		31,690,309		32,076,674
Dilutive securities, primarily stock options		65,618		184,699		163,328		255,494
Diluted weighted-average common shares outstanding		31,715,590		32,295,130		31,853,637		32,332,168

Basic earnings per share		$.38		$.55		$1.40		$1.48
Diluted earnings per share		$.38		$.55		$1.40		$1.47

Note 6. Comprehensive Income

Comprehensive income consists of net income adjusted for changes, net of the related income tax effect, in cumulative foreign currency translation, the fair value of derivatives, unrealized investment gains and losses and minimum pension liability. For the three-months ended June 30, 2007 and 2006, comprehensive income was $14,685 and $24,367, respectively. For the nine-months ended June 30, 2007 and 2006, comprehensive income was $53,490 and $53,673, respectively.

Note 7. Inventories:

Inventories consisted of the following:

	June 30, 2007		September 30, 2006

Materials and finished goods	$	84,908	$	79,715
Labor and overhead in process		8,202		5,700
	$	93,110	$	85,415

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

(Dollar amounts in thousands, except per share data)

Note 8. Segment Information

The Company's products and operations consist of two principal businesses that are comprised of three operating segments each, as described under Nature of Operations (Note 1): Memorialization Products (Bronze, Casket, Cremation) and Brand Solutions (Graphics Imaging, Marking Products, Merchandising Solutions). Management evaluates segment performance based on operating profit (before income taxes) and does not allocate non-operating items such as investment income, interest expense, other income (deductions), net and minority interest.

Information about the Company's segments follows:

	Three Months Ended					Nine Months Ended
	June 30,					June 30,
	2007			2006		2007		2006
Sales to external customers:
Memorialization:
Bronze	$	61,738		$	57,365	$	168,325	$	159,187
Casket		49,262			49,790		161,930		153,188
Cremation		6,212			6,907		19,507		19,289
		117,212			114,062		349,762		331,664
Brand Solutions:
Graphics Imaging		36,725			35,919		107,366		103,467
Marking Products		14,149			13,130		41,926		38,418
Merchandising Solutions		17,391			18,693		64,826		59,432
		68,265			67,742		214,118		201,317

	$	185,477		$	181,804	$	563,880	$	532,981
Operating profit:
Memorialization:
Bronze	$	19,093		$	17,032	$	46,618	$	43,983
Casket		(3,820	)		5,100		7,668		15,597
Cremation		970			1,019		2,961		2,707
		16,243			23,151		57,247		62,287
Brand Solutions:
Graphics Imaging		2,540			3,938		8,065		11,556
Marking Products		2,375			2,240		6,844		6,596
Merchandising Solutions		(29	)		1,194		4,802		1,563
		4,886			7,372		19,711		19,715

	$	21,129		$	30,523	$	76,958	$	82,002

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

(Dollar amounts in thousands, except per share data)

Note 9. Debt

The Company has a Revolving Credit Facility with a syndicate of financial institutions. On June 30, 2007, the maximum amount of borrowings available under the facility was $175,000. Borrowings under the amended facility, which is scheduled to mature on April 30, 2009, bear interest at LIBOR plus a factor ranging from .50% to 1.00% based on the Company’s leverage ratio. The leverage ratio is defined as net indebtedness divided by EBITDA (earnings before interest, taxes, depreciation and amortization). The Company is required to pay an annual commitment fee ranging from .20% to .30% (based on the Company’s leverage ratio) of the unused portion of the facility. The Revolving Credit Facility requires the Company to maintain certain leverage and interest coverage ratios. A portion of the facility (not to exceed $10,000) is available for the issuance of trade and standby letters of credit. As of June 30, 2007 outstanding borrowings on the Revolving Credit Facility were $141,667. The weighted-average interest rate on outstanding borrowings at June 30, 2007 and 2006 was 5.24% and 4.94%, respectively.

In April 2004, the Company entered into an interest rate swap that fixed, for a five-year period, the interest rate on borrowings in an initial amount of $50,000. The interest rate was fixed at 2.66% plus a factor based on the Company’s leverage ratio (the factor was .50% at June 30, 2007). The interest rate swap was designated as a cash flow hedge of the future variable interest payments under the Revolving Credit Facility which are considered probable of occurring. Based on the Company’s assessment, all of the critical terms of the hedge matched the underlying terms of the hedged debt and related forecasted interest payments and as such, these hedges were considered effective. Equal quarterly principal payments of $2,500 plus interest are due on this $50,000 borrowing until its maturity in April 2009.

Effective September 30, 2005, the Company entered into an interest rate swap that fixed, for the period through the maturity of the Revolving Credit Facility, the interest rate on additional borrowings in an initial amount of $50,000. The interest rate was fixed at 4.14% plus a factor based on the Company’s leverage ratio (the factor was .50% at June 30, 2007). The interest rate swap was designated as a cash flow hedge of the future variable interest payments under the Revolving Credit Facility, which are considered probable of occurring. Based on the Company’s assessment, all of the critical terms of the hedge match the underlying terms of the hedged debt and related forecasted interest payments and as such, these hedges are considered effective. Equal quarterly principal payments of $3,333 plus interest are due on this $50,000 portion of the borrowing until its maturity in April 2009.

The fair value of the interest rate swaps reflected an unrealized gain of $918 ($560 after tax) at June 30, 2007 that is included in shareholders’ equity as part of accumulated other comprehensive income. Assuming market rates remain constant with the rates at June 30, 2007, approximately $306 of the $560 gain included in accumulated other comprehensive income is expected to be recognized in earnings as an adjustment to interest expense over the next twelve months.

The Company, through its wholly-owned subsidiary, Matthews International GmbH (“MIGmbH”), has a credit facility with a bank for borrowings up to 10.0 million Euros. At June 30, 2007, outstanding borrowings under the credit facility totaled 6.5 million Euros ($8,798). The weighted-average interest rate on outstanding borrowings of MIGmbH at June 30, 2007 and 2006 was 4.2% and 3.35%, respectively.

The Company, through its wholly-owned subsidiary, Caggiati S.p.A., has several loans with various Italian banks. Outstanding borrowings on these loans totaled 5.3 million Euros ($7,168) at June 30, 2007. Caggiati S.p.A. also has three lines of credit totaling 8.4 million Euros ($11,329) with the same Italian banks. Outstanding borrowings on these lines were 1.2 million Euros ($1,633) at June 30, 2007. The weighted-average interest rate on outstanding borrowings of Caggiati S.p.A. at June 30, 2007 and 2006 was 3.26% and 3.16%, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

(Dollar amounts in thousands, except per share data)

Note 10. Pension and Other Postretirement Benefit Plans

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

	Pension						Other Postretirement
Three months ended June 30,	2007			2006			2007			2006

Service cost	$	1,003		$	1,082		$	133		$	158
Interest cost		1,640			1,481			297			307
Expected return on plan assets		(1,612	)		(1,708	)		-			-
Amortization:
Prior service cost		3			(4	)		(322	)		(322	)
Net actuarial loss		385			436			72			161
Net benefit cost		1,419			1,287		$	180		$	304

	Pension						Other Postretirement
Nine months ended June 30,	2007			2006			2007			2006

Service cost	$	3,009		$	3,246		$	399		$	474
Interest cost		4,920			4,443			891			921
Expected return on plan assets		(4,836	)		(5,124	)		-			-
Amortization:
Prior service cost		9			(12	)		(966	)		(966	)
Net actuarial loss		1,155			1,308			216			483
Net benefit cost	$	4,257		$	3,861		$	540		$	912

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 funds. Under IRS regulations, the Company is not required to make any significant contributions to its principal retirement plan in fiscal 2007. In June 2007, the Company made a $5,000 contribution to its principal retirement plan. For the nine months ended June 30, 2007, contributions of $239 and $865 have been made under the supplemental retirement plan and postretirement plan, respectively. The Company currently anticipates contributing an additional $261 and $290 under the supplemental retirement plan and postretirement plan, respectively, for the remainder of fiscal 2007.

Note 11. Acquisitions

Acquisition spending, net of cash acquired, during the nine months ended June 30, 2007 totaled $11,851, and primarily included the following:

In June 2007, the Company acquired a 60% interest in Beijing Kenuohua Electronic Technology Co., Ltd. (“Kenuohua”), a marking products manufacturer, located in Beijing, China. The acquisition was structured as a stock purchase. The excess of purchase price over the fair market value of net assets acquired was allocated to goodwill. The acquisition was intended to expand Matthews’ marking products manufacturing and distribution capabilities in Asia.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

(Dollar amounts in thousands, except per share data)

Note 11. Acquisitions (continued)

Acquisition spending, net of cash acquired, during the nine months ended June 30, 2006 totaled $29,946, and primarily included the following:

In March 2006, the Company acquired Royal Casket Company (“Royal”), a distributor of primarily York brand caskets in the Southwest region of the United States. The transaction was structured as an asset purchase, with potential additional consideration payable contingent upon the operating performance of the acquired operations during the next five years. The Company expects to account for this consideration as additional purchase price. The excess of purchase price over the fair market value of net assets acquired was allocated to goodwill. The acquisition was intended to expand Matthews’ casket distribution capabilities in the Southwestern United States.

In February 2006, the Company acquired The Doyle Group (“Doyle”), a provider of reprographic services to the packaging industry, located in Oakland, California. The transaction was structured as an asset purchase. The excess of purchase price over the fair market value of net assets acquired was allocated to goodwill. The acquisition was intended to expand the Company’s graphics business in the Western United States.

In October 2005, the Company paid for the acquisition of an additional 30% interest in S+T Gesellschaft fur Reprotechnik GmbH.

Note 12. Goodwill and Other Intangible Assets

Goodwill related to business combinations is not amortized but is subject to annual review for impairment. In general, when the carrying value of a reporting unit exceeds its implied fair value, an impairment loss must be recognized. For purposes of testing for impairment the Company uses a 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 review in the second quarter of fiscal 2007 and determined that no additional adjustments to the carrying values of goodwill were necessary.

Changes to goodwill, net of accumulated amortization, for the nine months ended June 30, 2007, were as follows.

							Graphics		Marking		Merchandising
	Bronze		Casket		Cremation		Imaging		Products		Solutions		Consolidated

Balance at September 30, 2006	$	74,178	$	115,982	$	6,536	$	86,269	$	5,213	$	9,947	$	298,125
Additions during period		-		885		-		885		3,744		-		5,514
Translation and other adjustments		1,783		-		-		5,062		-		-		6,845
Balance at June 30, 2007	$	75,961	$	116,867	$	6,536	$	92,216	$	8,957	$	9,947	$	310,484

The additions to Graphics Imaging goodwill relate to additional consideration paid in accordance with the purchase agreement related to a European Graphics business. The additions to Casket goodwill relate primarily to additional consideration paid in accordance with the acquisition of Royal. The addition to Marking Products goodwill related to the purchase of a 60% interest in Kenuohua.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

(Dollar amounts in thousands, except per share data)

Note 12. Goodwill and Other Intangible Assets (continued)

The following tables summarize the carrying amounts and related accumulated amortization for intangible assets as of June 30, 2007 and September 30, 2006, respectively.

	Carrying		Accumulated
	Amount		Amortization			Net
June 30, 2007:
Trade names	$	24,524	$	-	*	$	24,524
Customer relationships		21,052		(3,633	)		17,419
Copyrights/patents/other		6,765		(3,264	)		3,501
	$	52,341	$	(6,897	)	$	45,444


September 30, 2006:
Trade names	$	24,003	$	-	*	$	24,003
Customer relationships		20,900		(2,714	)		18,186
Copyrights/patents/other		5,322		(2,546	)		2,776
	$	50,225	$	(5,260	)	$	44,965
* Not subject to amortization

The increase in intangible assets during the nine-months ended June 30, 2007 was due to the addition of intellectual property in the Bronze and Marking Products segments and the impact of fluctuations in foreign currency exchange rates on intangible assets denominated in foreign currencies, offset by additional amortization.

Amortization expense on intangible assets was $554 and $545 for the three-month periods ended June 30, 2007 and 2006, respectively. For the nine-month periods ended June 30, 2007 and 2006, amortization expense was $1,490 and $1,635, respectively. Amortization expense is estimated to be $2,022 in 2007, $2,233 in 2008, $2,170 in 2009, $1,931 in 2010 and $1,899 in 2011.

Note 13. Subsequent Event

On July 20, 2007, the Company’s wholly-owned subsidiary, The York Group, Inc.(“York”), reached a settlement agreement with Yorktowne Caskets, Inc. and its shareholders (“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-related contracts to York and the purchase by York of certain assets, including York-product inventory, of Yorktowne. The purchase price for the assets was $7,700, plus the value of inventory acquired.

Note 14. Accounting Pronouncements

In June 2006, FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48) which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” In May 2007, the FASB issued FSP FIN 48-1 which provides additional guidance to FIN 48. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Any resulting cumulative effect of applying the provisions of FIN 48 upon adoption will be reported as an adjustment to beginning retained earnings in the period of adoption. The Interpretation is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact of the adoption of FIN 48.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

(Dollar amounts in thousands, except per share data)

Note 14. Accounting Pronouncements (continued)

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” which amends SFAS 87, 88, 106 and 132(R). In February 2007, the FASB issued FSP FAS 158-1 providing additional guidance to Statement 158. SFAS No. 158 requires employers to recognize the over-funded or under-funded status of defined benefit postretirement plans on the balance sheet and to recognize the corresponding adjustment in other comprehensive income. In addition, the statement requires recognition in other comprehensive income of gains or loss and prior service costs or credits that are not included as components of periodic benefit expense. These provisions of the statement are effective for public companies for fiscal years ending after December 15, 2006. Accordingly, the Company will adopt this provision of SFAS No. 158 prospectively for the year-end financial statements dated September 30, 2007. If the Company had adopted SFAS No. 158 as of September 30, 2006, the liability for pension and postretirement benefits would have increased approximately $10,000, deferred tax assets would have increased approximately $3,900 and equity (other accumulated comprehensive income) would have decreased by approximately $6,100.

Further, SFAS No. 158 requires 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. This provision of the SFAS No. 158 is effective for public companies for fiscal years beginning after December 15, 2008. The Company currently measures plan assets and benefit obligations as of July 31 of each year. The Company is considering the implications of this provision and the feasibility of earlier adoption of this portion of the statement. Upon adoption, this provision is not expected to have a material effect on the financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The Statement applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 157 is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement:

The following discussion should be read in conjunction with the consolidated financial statements of Matthews International Corporation and related notes thereto included in this Quarterly Report on Form 10-Q and the Company's Annual Report on Form 10-K for the year ended September 30, 2006. Any forward-looking statements contained herein are included pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to be materially different from management's expectations. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove correct. Factors that could cause the Company's results to differ materially from the results discussed in such forward-looking statements principally include changes in domestic or international economic conditions, changes in foreign currency exchange rates, changes in the cost of materials used in the manufacture of the Company’s products, changes in death rates, changes in product demand or pricing as a result of consolidation in the industries in which the Company operates, changes in product demand or pricing as a result of domestic or international competitive pressures, unknown risks in connection with the Company's acquisitions, and technological factors beyond the Company's control. In addition, although the Company does not have any single customer that would be considered individually significant to consolidated sales, the potential loss of one or more of the Company’s larger customers is also considered a risk factor.

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,
	2007			2006			2006			2005
Sales		100.0	%		100.0	%		100.0	%		100.0	%
Gross profit		37.0	%		37.2	%		38.0	%		34.9	%
Operating profit		13.6	%		15.4	%		15.9	%		15.4	%
Income before taxes		12.6	%		14.3	%		14.7	%		14.5	%
Net income		7.9	%		8.9	%		9.3	%		9.1	%

Results of Operations:

Sales for the nine months ended June 30, 2007 were $563.9 million, compared to $533.0 million for the nine months ended June 30, 2006. The increase reflected higher sales in all of the Company’s six segments, and included the effect of higher foreign currency values against the U.S. dollar. For the nine months ended June 30, 2007, changes in foreign currency values against the U.S. dollar had a favorable impact of approximately $9.7 million on the Company’s consolidated sales compared to the nine months ended June 30, 2006.

In the Memorialization businesses, Bronze segment sales for the first nine months of fiscal 2007 were $168.3 million compared to $159.2 million for the first nine months of fiscal 2006. The increase primarily reflected higher selling prices and increases in the value of foreign currencies against the U.S. dollar. The higher selling prices were generally related to increases in the cost of bronze ingot. Sales for the Casket segment were $161.9 million for the first nine months of fiscal 2007 compared to $153.2 million for the same period in fiscal 2006. The increase primarily reflected the segment’s transition to Company-owned distribution and higher selling prices. Casket sales for the third quarter of fiscal 2007 were impacted by the expiration of

the distributor agreement with the segment’s largest independent distributor in April 2007. Sales for the Cremation segment were $19.5 million for the first nine months of fiscal 2007 compared to $19.3 million for the same period a year ago. The increase primarily reflected higher sales of cremation caskets. The timing of delivery of several cremation equipment units impacted the segment’s third quarter 2007 sales. In the Company’s Brand Solutions businesses, sales for the Graphics Imaging segment in the first nine months of fiscal 2007 were $107.4 million, compared to $103.5 million for the same period a year ago. The increase primarily reflected an increase in the value of foreign currencies against the U.S. dollar and higher sales in the German markets, partially offset by lower sales in the U.S. and U.K. markets. Marking Products segment sales for the nine months ended June 30, 2007 were $41.9 million, compared to $38.4 million for the first nine months of fiscal 2006. The increase primarily reflected higher domestic and international sales volume, the acquisition of an interest in a small manufacturing operation in June 2007 and an increase in the value of foreign currencies against the U.S. dollar. Sales for the Merchandising Solutions segment were $64.8 million for the first nine months of fiscal 2007, compared to $59.4 million for the same period a year ago. The increase is attributable to a significant project completed in the second quarter for one of the segment’s customers. Third quarter sales in fiscal 2007 were $17.4 million, compared to $18.7 million in fiscal 2006, reflecting weak market conditions during the quarter.

Gross profit for the nine months ended June 30, 2007 was $208.6 million, compared to $198.4 million for the nine months ended June 30, 2006. The increase in consolidated gross profit primarily reflected the impact of higher sales, higher foreign currency values against the U.S. dollar, productivity improvements in the Casket segment’s manufacturing facility in Mexico, and other manufacturing and cost reduction initiatives. These gains were partially offset by the impact of lower sales in the U.S. and U.K. graphics markets, the higher cost of bronze ingot in fiscal 2007 compared to fiscal 2006 and the impact of a portion of special charges incurred by several of the Company’s segments. Consolidated gross profit as of percent of sales decreased from 37.2% for the first nine months of fiscal 2006 to 37.0% for the first nine months of fiscal 2007, principally resulting from the impact of the special charges.

Selling and administrative expenses for the nine months ended June 30, 2007 were $131.6 million, compared to $116.4 million for the first nine months of fiscal 2006. Consolidated selling and administrative expenses as a percent of sales were 23.3% for the nine months ended June 30, 2007, compared to 21.8% for the same period last year. The increases in costs and percentage of sales primarily resulted from the expansion of the Casket segment’s distribution capabilities and special charges incurred in several of the Company’s segments, the most significant of which was a Casket segment charge related to the acceleration of earn-out payments in the resolution of employment agreements from the fiscal 2005 acquisition of Milso Industries (“Milso”).

Operating profit for the nine months ended June 30, 2007 was $77.0 million, compared to $82.0 million for the nine months ended June 30, 2006. Operating profit reflected the positive impact of higher sales, increases in the values of foreign currencies against the U.S. dollar, and productivity improvements and cost reduction initiatives in several of the Company’s segments. However, these increases were offset by the impact of special charges of approximately $12.9 million during the first nine months of fiscal 2007. The most significant portion of these charges related to the acceleration of earn-out payments in the resolution of employment agreements from the Milso acquisition. Bronze segment operating profit for the first nine months of fiscal 2007 was $46.6 million, compared to $44.0 million for the same period in fiscal 2006. The increase reflected the impact of higher sales and an increase in the value of foreign currencies against the U.S. dollar. Operating profit for the Casket segment for the first nine months of fiscal 2007 was $7.7 million, compared to $15.6 million for the first nine months of fiscal 2006. Casket segment operating profit for the nine months ended June 30, 2007 reflected special charges of approximately $10.0 million, including costs related to the resolution of employment agreements from the Milso acquisition and severance costs related to cost reduction initiatives in certain operations. Total special charges for the segment were approximately $8.4 million for the fiscal 2007 third quarter. In addition, the segment’s results reflected additional selling and administrative costs related to the expansion of the segment’s distribution capabilities in certain territories. The decrease was mitigated by the impact of manufacturing improvements in the segment’s manufacturing facility in Mexico. Cremation segment operating profit for the nine months ended June 30, 2007 was $3.0 million, compared to $2.7 million for the same period a year ago. The increase primarily reflected the impact of higher sales and improved margins. The Graphics Imaging segment operating profit for the nine months ended June 30, 2007 was $8.1 million, compared to $11.6 million for the nine months ended June 30, 2006. The decrease primarily reflected the impact of lower sales in the U.S. and U.K. markets, special charges (principally severance) of approximately $2.2 million related to cost reduction initiatives in the segment’s U.S. and U.K. operations, partially offset by higher sales in the German markets and the increase in foreign currency values against the U.S. dollar. Operating profit for the Marking Products segment for the first nine months of fiscal 2007 was $6.8 million, compared to $6.6 million for the same

period a year ago. The increase primarily reflected the impact of higher sales and the acquisition made in June 2007, partially offset by higher overhead costs during fiscal 2007. The Merchandising Solutions segment operating profit was $4.8 million for the nine months ended June 30, 2007, compared to $1.6 million for the same period in fiscal 2006. The increase primarily reflected the effects of the segment’s facilities consolidation program and the impact of higher sales attributable to a significant project completed in the second quarter for one of the segment’s customers. The Merchandising Solutions segment operated at approximately a breakeven level during the third fiscal quarter of 2007 compared to an operating profit of $1.2 million for the comparable period in fiscal 2006. The decline principally reflected lower sales during the fiscal 2007 quarter and special charges incurred in connection with the segment’s cost reduction activities. For the nine months ended June 30, 2007, changes in foreign currency values against the U.S. dollar had a favorable impact of approximately $1.6 million on the Company’s consolidated operating profit compared to the nine months ended June 30, 2006.

Investment income for the nine months ended June 30, 2007 was $1.7 million, compared to $937,000 for the nine months ended June 30, 2006. The increase reflected higher average levels of invested funds and higher rates of return. Interest expense for the first nine months of fiscal 2007 was $5.8 million, compared to $4.9 million for the same period last year. The increase in interest expense primarily reflected a higher average level of debt and higher average interest rates during the fiscal 2007 nine-month period compared to the same period in fiscal 2006.

Other income, net, for the nine months ended June 30, 2007 represented an increase in pre-tax income of $298,000, compared to an increase in pre-tax income of $79,000 for the same period last year. Minority interest deduction was $1.8 million for the first nine months of fiscal 2007, compared to $2.0 million for the same period in fiscal 2006. The reduction reflected the Company’s purchase of the remaining ownership interest in one of its less than wholly-owned German subsidiaries in September 2006.

The Company's effective tax rate for the nine months ended June 30, 2007 was 37.6%, which is equivalent to the effective tax rate for the first nine months of fiscal 2006, but is higher than the effective tax rate of 37.0% for the full fiscal year ended September 30, 2006. The fiscal 2006 full year effective tax rate reflected the favorable tax impact from the sale of property in the fourth quarter. 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.

Goodwill:

Goodwill related to business combinations is not amortized, but is subject to annual review for impairment. In general, when the carrying value of a reporting unit exceeds its implied fair value, an impairment loss must be recognized. For purposes of testing for impairment, the Company uses a combination of valuation techniques, including discounted cash flows. The Company performed its annual impairment review in the second quarter of fiscal 2007 and determined that no additional adjustments to the carrying values of goodwill were necessary.

Liquidity and Capital Resources:

Net cash provided by operating activities was $42.5 million for the nine months ended June 30, 2007, compared to $34.6 million for the first nine months of fiscal 2006. Operating cash flow for both periods primarily reflected net income adjusted for non-cash charges (depreciation, amortization, stock-based compensation expense and an increase in minority interest), partially offset by working capital changes. Working capital changes during both periods reflected an increase in inventory resulting from the expansion of the Company’s casket distribution capabilities.

Cash used in investing activities was $23.0 million for the nine months ended June 30, 2007, compared to $41.9 million for the nine months ended June 30, 2006. Investing activities for the first nine months of fiscal 2007 primarily included capital expenditures of $14.2 million, acquisition-related payments of $11.9 million, purchases of investments of $1.1 million and proceeds from the disposal of assets of $3.9 million. Investing activities for the first nine months of fiscal 2006 primarily included capital expenditures of $12.0 million and acquisition-related payments of $29.9 million.

Capital expenditures reflected reinvestment in the Company's business segments and were made primarily for the purchase of new manufacturing machinery, equipment and facilities designed to improve product quality, increase manufacturing efficiency, lower production costs and meet regulatory requirements. Capital expenditures for the last three fiscal years

were primarily financed through operating cash. Capital spending for property, plant and equipment has averaged $19.3 million for the last three fiscal years. The capital budget for fiscal 2007 is $27.1 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, 2007 was $13.6 million, reflecting net borrowings of long-term debt of $9.9 million, purchases of treasury stock of $36.7 million, proceeds of $16.1 million from the sale of treasury stock (stock option exercises), a tax benefit of $3.8 million from exercised stock options, payment of dividends of $5.2 million to the Company's shareholders and distributions of $1.4 million to minority interests. Cash provided by financing activities for the nine months ended June 30, 2006 was $3.5 million, reflecting net borrowings of long-term debt of $11.0 million, proceeds of $1.9 million from the sale of treasury stock (stock option exercises), a tax benefit of $580,000 from exercised stock options, treasury stock purchases of $877,000, payment of dividends of $4.8 million to the Company's shareholders and distributions of $4.3 million to minority interests.

The Company has a Revolving Credit Facility with a syndicate of financial institutions. On June 30, 2007, the maximum amount of borrowings available under the facility was $175,000. Borrowings under the amended facility, which is scheduled to mature on April 30, 2009, bear interest at LIBOR plus a factor ranging from .50% to 1.00% based on the Company’s leverage ratio. The leverage ratio is defined as net indebtedness divided by EBITDA (earnings before interest, taxes, depreciation and amortization). The Company is required to pay an annual commitment fee ranging from .20% to .30% (based on the Company’s leverage ratio) of the unused portion of the facility. The Revolving Credit Facility requires the Company to maintain certain leverage and interest coverage ratios. A portion of the facility (not to exceed $10.0 million) is available for the issuance of trade and standby letters of credit. Outstanding borrowings on the Revolving Credit Facility at June 30, 2007 were $141.7 million. The weighted-average interest rate on outstanding borrowings at June 30, 2007 and 2006 was 5.24% and 4.94%, respectively.

In April 2004, the Company entered into an interest rate swap that fixed, for a five-year period, the interest rate on borrowings in an initial amount of $50.0 million. The interest rate was fixed at 2.66% plus a factor based on the Company’s leverage ratio (the factor was .50% at June 30, 2007). The interest rate swap was designated as a cash flow hedge of the future variable interest payments under the Revolving Credit Facility which are considered probable of occurring. Based on the Company’s assessment, all of the critical terms of the hedge matched the underlying terms of the hedged debt and related forecasted interest payments and as such, these hedges were considered highly effective. Equal quarterly principal payments of $2.5 million plus interest are due on this $50.0 million borrowing until its maturity in April 2009.

Effective September 30, 2005, the Company entered into an additional interest rate swap that fixed, for the period through maturity of the Revolving Credit Facility, the interest rate on additional borrowings in an initial amount of $50.0 million. The interest rate was fixed at 4.14% plus a factor based on the Company’s leverage ratio (the factor was .50% at June 30, 2007). The interest rate swap was designated as a cash flow hedge of the future variable interest payments under the Revolving Credit Facility which are considered probable of occurring. Based on the Company’s assessment, all of the critical terms of the hedge match the underlying terms of the hedged debt and related forecasted interest payments and as such, these hedges were considered highly effective. Equal quarterly principal payments of $3.3 million plus interest are due on this $50.0 million borrowing until its maturity in April 2009.

The fair value of the interest rate swaps reflected an unrealized gain of $918,000 ($560,000 after tax) at June 30, 2007 that is included in equity as part of accumulated other comprehensive income. Assuming market rates remain constant with the rates at June 30, 2007, approximately $306,000 of the $560,000 gain included in accumulated other comprehensive income is expected to be recognized in earnings as an adjustment to interest expense over the next twelve months.

The Company, through its wholly-owned subsidiary, Matthews International GmbH (“MIGmbH”), has a credit facility with a bank for borrowings up to 10.0 million Euros. At June 30, 2007, outstanding borrowings under the credit facility totaled 6.5 million Euros ($8.8 million). The weighted-average interest rate on outstanding MIGmbH related borrowings at June 30, 2007 and 2006 was 4.20% and 3.35%, respectively.

these lines were 1.2 million Euros ($1.6 million) at June 30, 2007. The weighted-average interest rate on outstanding borrowings of Caggiati S.p.A. at June 30, 2007 and 2006 was 3.26% and 3.16%, respectively.

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 (adjusted for stock splits) of Matthews common stock, of which 10,049,197 shares have been repurchased as of June 30, 2007. On April 20, 2007, the Company announced that its Board of Directors authorized the continuance of the repurchase program and increased the total authorization for stock repurchase from 10,000,000 shares to 12,500,000 shares. 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 Articles of Incorporation.

Consolidated working capital of the Company was $138.3 million at June 30, 2007, compared to $105.6 million at September 30, 2006. Cash and cash equivalents were $37.0 million at June 30, 2007, compared to $29.7 million at September 30, 2006. The Company's current ratio was 2.1 at June 30, 2007, compared to 1.8 at September 30, 2006.

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 policies and procedures with respect to environmental, safety and health, including 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 June 30, 2007, an accrual of $9.3 million was recorded for environmental remediation (of which $925,000 has been 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. 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.

Acquisitions:

Acquisition spending, net of cash acquired, during the nine months ended June 30, 2007 totaled $11,851, and primarily included the following:

In June 2007, the Company acquired a 60% interest in Beijing Kenuohua Electronic Technology Co., Ltd., a marking products manufacturer, located in Beijing, China. The acquisition was structured as a stock purchase. The excess of purchase price over the fair market value of net assets acquired was allocated to goodwill. The acquisition was intended to expand Matthews’ marking products manufacturing and distribution capabilities in Asia.

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

Acquisition spending, net of cash acquired, during the nine months ended June 30, 2006 totaled $29,946, and primarily included the following:

In March 2006, the Company acquired Royal Casket Company, a distributor of primarily York brand caskets in the Southwest region of the United States. The transaction was structured as an asset purchase, with potential additional consideration payable contingent upon the operating performance of the acquired operations during the next five years. The Company expects to account for this consideration as additional purchase price. The excess of purchase price over the fair market value of net assets acquired was allocated to goodwill. The acquisition was intended to expand Matthews’ casket distribution capabilities in the Southwestern United States.

In February 2006, the Company acquired The Doyle Group, a provider of reprographic services to the packaging industry, located in Oakland, California. The transaction was structured as an asset purchase. The excess of purchase price over the fair market value of net assets acquired was allocated to goodwill. The acquisition was intended to expand the Company’s graphics business in the Western United States.

In October 2005, the Company paid for the acquisition of an additional 30% interest in S+T Gesellschaft fur Reprotechnik GmbH.

Forward-Looking Information:

The Company’s objective with respect to operating performance is to increase annual earnings per share in the range of 12% to 15% annually. For the past ten fiscal years, the Company has achieved an average annual increase in earnings per share of 16.3%. Matthews has a three-pronged strategy to attain the annual growth rate objective, which has remained unchanged from the prior year. This strategy 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.

Significant factors impacting the Company’s fiscal 2007 financial results included the cost of bronze ingot, recent actions in the casket business relating to manufacturing capacity and product distribution, and weakness in the U.S. and U.K. graphics markets and near-term softness in the Merchandising Solutions market. As a result of these factors, the predictability of near-term earnings has become more difficult.

Based on the Company’s growth strategy and factors discussed above, the Company currently expects to achieve diluted earnings per share in the range of $0.55 to $0.58 in the fiscal 2007 fourth quarter. For fiscal 2008, the Company’s current estimates project growth within the long-term objective of 12% to 15%. These expectations do not include the impact of any unusual items, if any.

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 "Quantitative and Qualitative Disclosures about Market Risk" in this Quarterly Report on Form 10-Q.

A summary of the Company's significant accounting policies are included in the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended September 30, 2006. 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.

LONG-TERM CONTRACTUAL OBLIGATIONS AND COMMITMENTS:

The following table summarizes the Company’s contractual obligations at June 30, 2007, and the effect such obligations are expected to have on its liquidity and cash flows in future periods.

	Payments due in fiscal year:
			2007						After
	Total		Remainder		2008 to 2009		2010 to 2011		2011
Contractual Cash Obligations:	(Dollar amounts in thousands)
Revolving credit facilities	$	150,464	$	5,833	$	144,631	$	-	$	-
Notes payable to banks		7,168		334		2,775		1,951		2,108
Short-term borrowings		1,658		1,658		-		-		-
Capital lease obligations		943		208		717		18		-
Non-cancelable operating leases		29,464		2,383		13,124		7,899		6,058

Total contractual cash obligations	$	189,697	$	10,416	$	161,247	$	9,868	$	8,166

A significant portion of the loans included in the table above bear interest at variable rates. At June 30, 2007, the weighted-average interest rate was 5.24% on the Company’s domestic Revolving Credit Facility, 4.2% on the credit facility through the Company’s wholly-owned German subsidiary, and 3.26% on bank loans to the Company’s wholly-owned subsidiary, Caggiati S.p.A.

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. In June 2007, the Company made a $5.0 million contribution to its principal retirement plan. For the nine months ended June 30, 2007, contributions of $239,000 and $865,000 have been made under the supplemental retirement plan and postretirement plan, respectively. The Company currently anticipates contributing an additional $261,000 and $290,000 under the supplemental retirement plan and postretirement plan, respectively, for the remainder of fiscal 2007.

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.

Accounting Pronouncements:

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” which amends SFAS 87, 88, 106 and 132(R). In February 2007, the FASB issued FSP FAS 158-1 providing additional guidance to Statement 158. SFAS No. 158 requires employers to recognize the over-funded or under-funded status of defined benefit postretirement plans on the balance sheet and to recognize the corresponding adjustment in other comprehensive income. In addition, the statement requires recognition in other comprehensive income of gains or loss and prior service costs or credits that are not included as components of periodic benefit expense. These provisions of the statement are effective for public companies for fiscal years ending after December 15, 2006. Accordingly, the Company will adopt this provision of SFAS No. 158 prospectively for the year-end financial statements dated September 30, 2007. If the Company had adopted SFAS No. 158 as of September 30, 2006, the liability for pension and postretirement benefits would have increased approximately $10.0 million deferred tax assets would have increased approximately $3.9 million and equity (other accumulated comprehensive income) would have decreased by approximately $6.1 million.

Item 3. 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. In April 2004, the Company entered into an interest rate swap that fixed, for a five-year period, the interest rate on borrowings in an initial amount of $50.0 million ($20.0 million outstanding at June 30, 2007). The interest rate was fixed at 2.66% plus a factor based on the Company’s leverage ratio (the factor was .50% at June 30, 2007). The interest rate swap was designated as a cash flow hedge of the future variable interest payments under the Revolving Credit Facility which are considered probable of occurring. Effective September 30, 2005, the Company entered into an additional interest rate swap that fixed, for the period through the maturity of the Revolving Credit Facility, the interest rate on the additional borrowings in an initial amount of $50.0 million ($26.7 million outstanding at June 30, 2007). The interest rate was fixed at 4.14% plus a factor based on the Company’s leverage ratio (the factor was .50% at June 30, 2007). The interest rate swap was designated as a cash flow hedge of the future variable interest payments under the Revolving Credit Facility which are considered probable of occurring. The fair value of the interest rate swaps reflected an unrealized gain of $918,000 ($560,000 after tax) at June 30, 2007, that is included in equity as part of accumulated other comprehensive income. A decrease of 10% in market interest rates (i.e. a decrease from 5.0% to 4.5%) would result in a decrease of approximately $172,000 in the fair value 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 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, including the Euro, British Pound, Canadian Dollar, Australian Dollar, Swedish Krona and Chinese Yuan 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 of 10% in exchange rates would have resulted in a decrease in sales of $13.5 million and a decrease in operating income of $1.8 million for the nine months ended June 30, 2007.

Item 4. Controls and Procedures

Based on their evaluation at the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s chief executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures (as

defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There have been no changes in the Company’s internal controls over financial reporting that occurred during the fiscal quarter ended June 30, 2007 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

In August 2005, The York Group, Inc. (“York”), a wholly-owned subsidiary of the Company, was served with Civil Investigative Demands (“CIDs”) from the Attorneys General in Maryland and Florida. Thereafter, in October 2005, York was also served with a CID from the Attorney General in Connecticut. The pending CIDs are part of a multi-state investigation in which the Attorneys General from Maryland, Florida and Connecticut have requested information from various sources, including several national owners and operators of funeral homes, as well as several manufacturers of caskets, regarding alleged anti-competitive practices in the funeral service industry. As one of many potential sources of information, York has already timely responded to the document production request communicated through the CIDs. Presently, the investigation continues to remain in the preliminary stages and the scope of the investigation has been limited to evaluating the sale of caskets in the funeral service industry.

On May 30, 2007, York resolved the legal claim filed by Harry Pontone and Scott Pontone (the “Pontones”) concerning their employment agreements. Under the resolution, York agreed to accelerate the timing of scheduled payments totaling $8,000,000 as originally contemplated at the time of the acquisition of Milso Industries and consistent with the earn-out provisions of the Pontones’ employment agreements.

On July 20, 2007, York reached a settlement agreement with Yorktowne Caskets, Inc. (“Yorktowne”) and its shareholders finally resolving all outstanding litigation between the parties. In exchange for the mutual releases, the principal terms of the settlement included the assignment by Yorktowne of certain customer-related contracts to York and the purchase by York of certain assets, including York-product inventory, of Yorktowne. The purchase price for the assets was $7.7 million, plus the value of the inventory.

On July 30, 2007, Batesville Casket Company, Inc. (“Batesville”) filed a complaint for damages and injunctive relief in the United States District Court for the Southern District of Ohio against York alleging, in part, that York’s settlement with Yorktowne resulted in the commission of the tort of intentional interference of Batesville’s supply agreement with Yorktowne dated April 15, 2007 (the “Complaint”). The Company intends to vigorously defend against the allegations set forth in the pending Complaint and the Company does not presently believe that the ultimate resolution of this matter will have a material adverse impact on the Company’s financial position or results of operations.

Item 2. Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Stock Repurchase Plan

The Company has a stock repurchase program, which was initiated in 1996. Under the program, the Company's Board of Directors had authorized the repurchase of a total of 12,500,000 shares (adjusted for stock splits) of Matthews common stock, of which 10,049,197 shares have been repurchased as of June 30, 2007. All purchases of the Company’s common stock during the first nine months of fiscal 2007 were part of the repurchase program.

The following table shows the monthly fiscal 2007 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 (1)

October 2006		-		-		-		864,854
November 2006		60,000	$	38.00		60,000		804,854
December 2006		-		-		-		804,854
January 2007		11,500		39.64		11,500		793,354
February 2007		8,300		40.30		8,300		785,054
March 2007		271,900		39.54		271,900		513,154
April 2007		130,000		41.95		130,000		2,883,154
May 2007		335,604		43.22		335,604		2,547,550
June 2007		96,747		43.28		96,747		2,450,803
Total		914,051	$	41.54		914,051

(1) In April 2007, the Company’s Board of Directors authorized the purchase of an additional 2,500,000 shares of Matthews common stock, bringing the total authorization for stock repurchases to 12,500,000 shares.

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 6. Exhibits and Reports on Form 8-K

(a)	Exhibits

	Exhibit
	No.	Description
	31.1	Certification of Principal Executive Officer for Joseph C. Bartolacci
	31.2	Certification of Principal Financial Officer for Steven F. Nicola
	32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Joseph C. Bartolacci.
	32.2	Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Steven F. Nicola.

(b)	Reports on Form 8-K

	On April 19, 2007, Matthews filed a Current Report on Form 8-K under Item 2.02 in connection with a press release announcing its earnings for the second fiscal quarter of 2007.

	On April 20, 2007, Matthews filed a Current Report on Form 8-K under Item 8.01 in connection with a press release announcing that its Board of Directors approved the continuation of the stock repurchase program and increased the total authorization for stock repurchases by an additional 2.5 million shares.

	On May 30, 2007, Matthews filed a Current Report on Form 8-K under Item 7.01 in connection with a press release announcing the resolution of a legal claim filed by Harry and Scott Pontone concerning their employment agreements.

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: August 6, 2007		/s/ Joseph C. Bartolacci
		Joseph C. Bartolacci, President
		and Chief Executive Officer




Date: August 6, 2007		/s/ Steven F. Nicola
		Steven F. Nicola, Chief Financial Officer,
		Secretary and Treasurer