Quarterly report pursuant to Section 13 or 15(d)

Debt and Financing Arrangements

v3.22.1
Debt and Financing Arrangements
 6 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
Debt and Financing Arrangements Debt and Financing Arrangements
Long-term debt at March 31, 2022 and September 30, 2021 consisted of the following:
  March 31, 2022 September 30, 2021
Revolving credit facilities $ 389,216  $ 350,597 
Securitization facility —  95,990 
2025 Senior Notes 298,065  297,796 
Other borrowings 58,522  10,150 
Finance lease obligations 7,161  9,177 
Total debt 752,964  763,710 
Less current maturities (3,872) (4,624)
Long-term debt $ 749,092  $ 759,086 

The Company has a domestic credit facility with a syndicate of financial institutions that includes a $750,000 senior secured revolving credit facility, which matures in March 2025. A portion of the revolving credit facility (not to exceed $350,000) can be drawn in foreign currencies. Borrowings under the revolving credit facility bear interest at LIBOR plus a factor ranging from 0.75% to 2.00% (1.00% at March 31, 2022) based on the Company's secured leverage ratio.  The secured leverage ratio is defined as net secured indebtedness divided by EBITDA (earnings before interest, income taxes, depreciation and amortization) as defined within the domestic credit facility agreement. The Company is required to pay an annual commitment fee ranging from 0.15% to 0.30% (based on the Company's leverage ratio) of the unused portion of the revolving credit facility. The Company incurred debt issuance costs in connection with the domestic credit facility. Unamortized costs were $1,826 and $2,182 at March 31, 2022 and September 30, 2021, respectively.

The domestic credit facility requires the Company to maintain certain leverage and interest coverage ratios. A portion of the facility (not to exceed $35,000) is available for the issuance of trade and standby letters of credit. Outstanding U.S. dollar denominated borrowings on the revolving credit facility at March 31, 2022 and September 30, 2021 were $380,540 and $349,780, respectively. The weighted-average interest rate on the outstanding borrowings for the domestic credit facility (including the effects of interest rate swaps and Euro denominated borrowings) at March 31, 2022 and 2021 was 1.89% and 2.17%, respectively.

The Company has $300,000 of 5.25% senior unsecured notes due December 1, 2025 (the "2025 Senior Notes"). The 2025 Senior Notes bear interest at a rate of 5.25% per annum with interest payable semi-annually in arrears on June 1 and December 1 of each year. The Company's obligations under the 2025 Senior Notes are guaranteed by certain of the Company's direct and indirect wholly-owned subsidiaries. The Company is subject to certain covenants and other restrictions in connection with the 2025 Senior Notes. The Company incurred direct financing fees and costs in connection with the 2025 Senior Notes. Unamortized costs were $1,935 and $2,204 at March 31, 2022 and September 30, 2021, respectively.

The Company and certain of its domestic subsidiaries sell, on a continuous basis without recourse, their trade receivables to Matthews Receivables Funding Corporation, LLC (“Matthews RFC”), a wholly-owned bankruptcy-remote subsidiary of the Company. In March 2022, Matthews RFC entered into a receivables purchase agreement (“RPA”) to sell up to $125,000 of receivables to certain purchasers (the “Purchasers”) on a recurring basis in exchange for cash (referred to as “capital” within the RPA) equal to the gross receivables transferred. The parties intend that the transfers of receivables to the Purchasers constitute purchases and sales of receivables. Matthews RFC has guaranteed to each Purchaser the prompt payment of sold receivables, and has granted a security interest in its assets for the benefit of the Purchasers. Under the RPA, which matures in March 2024, each Purchaser’s share of capital accrues yield at a floating rate plus an applicable margin. The Company is the master servicer under the RPA, and is responsible for administering and collecting receivables.

The proceeds of the RPA are classified as operating activities in the Company’s Consolidated Statements of Cash Flows. Cash received from collections of sold receivables may be used to fund additional purchases of receivables on a revolving basis, or to reduce all or any portion of the outstanding capital of the Purchasers. Gross receivables sold and cash collections reinvested under the RPA program were $121,616 and $46,615 for the six months ended March 31, 2022, respectively. The fair value of the sold receivables approximated book value due to their credit quality and short-term nature, and as a result, no gain or loss on sale of receivables was recorded. As of March 31, 2022, the amount sold to the Purchasers was $75,001, which was derecognized from the Consolidated Balance Sheets. As collateral against sold receivables, Matthews RFC maintains a certain level of unsold receivables, which was $29,288 as of March 31, 2022.
Note 7.   Debt and Financing Arrangements (continued)

Previously, the Company had a $115,000 accounts receivable securitization facility (the "Securitization Facility") with certain financial institutions that matured in March 2022. The Securitization Facility did not qualify for sale treatment. Accordingly, the trade receivables and related debt obligations remained on the Company's Consolidated Balance Sheet. Borrowings under the Securitization Facility were based on LIBOR plus 0.75% and the Company was required to pay an annual commitment fee ranging from 0.25% to 0.35% of the unused portion of the Securitization Facility. Outstanding borrowings under the Securitization Facility at September 30, 2021 totaled $95,990. At March 31, 2021, the interest rate on borrowings under this facility was 0.86%.

The following table presents information related to interest rate contracts entered into by the Company and designated as cash flow hedges:
March 31, 2022 September 30, 2021
Pay fixed swaps - notional amount $ 225,000  $ 250,000 
Net unrealized gain (loss) $ 5,318  $ (2,062)
Weighted-average maturity period (years) 1.9 2.2
Weighted-average received rate 0.45  % 0.08  %
Weighted-average pay rate 1.37  % 1.34  %

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

The fair value of the interest rate swaps reflected an unrealized gain net of unrealized losses of $5,318 ($4,015 after tax) at March 31, 2022 and an unrealized loss net of unrealized gains of $2,062 ($1,558 after tax) at September 30, 2021, that is included in shareholders' equity as part of accumulated other comprehensive income (loss) ("AOCI").  Assuming market rates remain constant with the rates at March 31, 2022, a gain (net of tax) of approximately $839 included in AOCI is expected to be recognized in earnings over the next twelve months.

At March 31, 2022 and September 30, 2021, the interest rate swap contracts were reflected on a gross-basis in the Consolidated Balance Sheets as follows:
Derivatives March 31, 2022 September 30, 2021
Current assets:    
Other current assets $ 1,426  $ 31 
Long-term assets:    
Other assets 4,206  139 
Current liabilities:    
Other current liabilities (314) (1,922)
Long-term liabilities:    
Other liabilities —  (310)
Total derivatives $ 5,318  $ (2,062)

The losses recognized on derivatives were as follows:
Derivatives in Cash Flow Hedging Relationships Location of Loss Recognized in Income on Derivatives Amount of Loss Recognized in Income on Derivatives Amount of Loss Recognized in Income on Derivatives
     Three Months Ended
March 31,		 Six Months Ended
March 31,
    2022 2021 2022 2021
Interest rate swaps Interest expense $ (735) $ (751) $ (1,536) $ (1,654)
Note 7.   Debt and Financing Arrangements (continued)

The Company recognized the following gains (losses) in AOCI:
Derivatives in Cash Flow Hedging Relationships Amount of Gain
Recognized in AOCI on Derivatives		 Location of Loss Reclassified From AOCI into Income (Effective Portion*) Amount of Loss
Reclassified from
AOCI into Income
(Effective Portion*)
  March 31, 2022 March 31, 2021   March 31, 2022 March 31, 2021
Interest rate swaps $ 4,413  $ 2,441  Interest expense $ (1,160) $ (1,249)
* There is no ineffective portion or amounts excluded from effectiveness testing.

The Company, through certain of its European subsidiaries, has a credit facility with a European bank, which is guaranteed by Matthews. The maximum amount of borrowing available under this facility is €25.0 million ($27,789), which includes €8.0 million ($8,893) for bank guarantees.  In the first quarter of fiscal 2022, the Company extended this facility to a current maturity of December 2022 and the Company intends to continue to extend this facility. Outstanding borrowings under the credit facility totaled €7.8 million ($8,676) and €0.7 million ($817) at March 31, 2022 and September 30, 2021, respectively. The weighted-average interest rate on outstanding borrowings under this facility was 2.25% at March 31, 2022 and 2021.

Other borrowings totaled $58,522 and $10,150 at March 31, 2022 and September 30, 2021, respectively. Other borrowings at March 31, 2022 included $37,789 of collateralized borrowings in connection with the RPA arrangement discussed above. The weighted-average interest rate on all other borrowings was 1.92% and 2.18% at March 31, 2022 and 2021, respectively.

The Company has a U.S. Dollar/Euro cross currency swap with a notional amount of $94,464 as of March 31, 2022, which has been designated as a net investment hedge of foreign operations. The swap contract matures in September 2028. The Company assesses hedge effectiveness for this contract based on changes in fair value attributable to changes in spot prices. A gain of $2,893 (net of income taxes of $939) and a gain of $29 (net of income taxes of $10), which represented effective hedges of net investments, were reported as a component of AOCI within currency translation adjustment at March 31, 2022 and September 30, 2021, respectively. Income of $420 and $785, which represented the recognized portion of the fair value excluded from the assessment of hedge effectiveness, was included in current period earnings as a component of interest expense for the three and six months ended March 31, 2022, respectively. At March 31, 2022 and September 30, 2021, the swap, which is included in other assets in the Consolidated Balance Sheets, totaled $3,832 and $39, respectively.

As of March 31, 2022 and September 30, 2021, the fair value of the Company's long-term debt, including current maturities, which is classified as Level 2 in the fair value hierarchy, approximated the carrying value included in the Consolidated Balance Sheets. The Company was in compliance with all of its debt covenants as of March 31, 2022.