Annual report pursuant to Section 13 and 15(d)


12 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Long-term debt at September 30, 2020 and 2019 consisted of the following:
  2020 2019
Revolving credit facilities $ 416,793  $ 476,132 
Securitization facility 67,700  93,950 
Senior secured term loan 22,359  53,497 
2025 Senior Notes 297,256  296,716 
Notes payable to banks —  16,376 
Other borrowings 20,742  395 
Finance lease obligations 9,684  3,631 
  834,534  940,697 
Less current maturities (26,824) (42,503)
  $ 807,710  $ 898,194 

The Company has a domestic credit facility with a syndicate of financial institutions that was amended and restated in March 2020. The amended and restated loan agreement includes a $750,000 senior secured revolving credit facility, which matures in March 2025, and a $35,000 senior secured amortizing term loan, which matures in July 2021. A portion of the revolving credit facility (not to exceed $350,000) can be drawn in foreign currencies. The term loan requires scheduled quarterly principal payments through its maturity date. Borrowings under both the revolving credit facility and the term loan bear interest at LIBOR (Euro LIBOR for balances drawn in Euros) plus a factor ranging from 0.75% to 2.00% (1.50% at September 30, 2020) 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 of approximately $2,000 in connection with the amended and restated agreement, which was deferred and is being amortized over the term of the facility.

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 September 30, 2020 and 2019 were $257,439 and $325,638, respectively. Outstanding Euro denominated borrowings on the revolving credit facility at September 30, 2020 and 2019 were €117.0 million ($137,188) and €125.0 million ($136,470), respectively. Outstanding borrowings on the term loan at September 30, 2020 and 2019 were $22,359 and $53,497, respectively. The weighted-average interest rate on outstanding borrowings for the domestic credit facility (including the effects of interest rate swaps and Euro denominated borrowings) at September 30, 2020 and 2019 was 2.41% and 2.65%, 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 domestic 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 2025 Senior Notes. Unamortized costs were $2,744 and $3,284 at September 30, 2020 and 2019, respectively.

The Company has a $115,000 accounts receivable securitization facility (the "Securitization Facility") with certain financial institutions. The Securitization Facility, which had a maturity date of April 2020, was amended in March 2020 to extend the maturity date until March 2022. Under the Securitization Facility, 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. Matthews RFC in turn assigns a collateral interest in these receivables to certain financial institutions, and then may borrow funds under the Securitization Facility. The Securitization Facility does not qualify for sale treatment. Accordingly, the trade receivables and related debt obligations remain on the Company's Consolidated Balance Sheet. Borrowings under the Securitization Facility bear interest at LIBOR plus 0.75%. The Company is 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, 2020 and 2019 were $67,700 and $93,950, respectively. The interest rate on borrowings under this facility at September 30, 2020 and 2019 was 0.90% and 2.77%, respectively.
The following table presents information related to interest rate contracts entered into by the Company and designated as cash flow hedges:
September 30, 2020 September 30, 2019
Pay fixed swaps - notional amount $ 312,500  $ 293,750 
Net unrealized loss $ (7,792) $ (534)
Weighted-average maturity period (years) 2.6 1.9
Weighted-average received rate 0.15  % 2.02  %
Weighted-average pay rate 1.34  % 1.41  %

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 loss of $7,792 ($5,884 after tax) and an unrealized loss net of unrealized gains of $534 ($403 after tax) at September 30, 2020 and 2019, respectively, that is included in shareholders' equity as part of accumulated other comprehensive income ("AOCI").  Assuming market rates remain constant with the rates at September 30, 2020, a loss (net of tax) of approximately $2,389 included in AOCI is expected to be recognized in earnings over the next twelve months.
At September 30, 2020 and 2019, the interest rate swap contracts were reflected on a gross-basis in the consolidated balance sheets as follows:

Derivatives: 2020 2019
Current assets:
Other current assets $ —  $ 548 
Long-term assets:    
Other assets —  297 
Current liabilities:    
Other current liabilities (3,164) (484)
Long-term liabilities:    
Other liabilities (4,628) (895)
Total derivatives $ (7,792) $ (534)

The (losses) gains recognized on derivatives was as follows:
Derivatives in Cash Flow Hedging Relationships Location of (Loss) Gain Recognized in Income on Derivatives Amount of (Loss) Gain Recognized in Income on Derivatives
    2020 2019 2018
Interest rate swaps Interest expense $(861) $3,181 $1,380
The Company recognized the following (losses) gains in AOCI:
Derivatives in Cash Flow Hedging Relationships  Amount of (Loss) Gain Recognized in AOCI on Derivatives Location of (Loss) Gain Reclassified from AOCI into Income Amount of (Loss) Gain Reclassified from AOCI into Income (Effective Portion*)
2020 2019 2018 (Effective Portion*) 2020 2019 2018
Interest rate swaps $(6,130) $(6,540) $6,095 Interest expense $(650) $2,402 $1,042
* There is no ineffective portion or amount 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 borrowings available under this facility is €35.0 million ($41,039).  The credit facility matures in December 2020 and the Company intends to extend this facility. Outstanding borrowings under the credit facility totaled €18.9 million ($22,166) and €12.8 million ($14,024) at September 30, 2020 and 2019, respectively. The weighted-average interest rate on outstanding borrowings under this facility was 1.25% at September 30, 2020 and 2019.

The Company’s German subsidiary, Matthews Europe GmbH, had €15.0 million ($16,376 at September 30, 2019) of senior unsecured notes with European banks.  The notes matured in November 2019 at which point they were paid. The weighted-average interest rate on the notes at September 30, 2019 was 1.40%.

Finance lease liabilities included as a component of debt totaled 9,684 and 3,631 at September 30, 2020 and 2019, respectively. Other borrowings totaled $20,742 and $395 at September 30, 2020 and 2019, respectively. The weighted-average interest rate on these outstanding borrowings was 2.10% and 2.17% at September 30, 2020 and 2019, respectively.

The Company uses certain foreign currency debt instruments as net investment hedges of foreign operations. Currency losses of $4,377 (net of income taxes of $1,420) and currency gains of $3,320 (net of income taxes of $1,077), which represent effective hedges of net investments, were reported as a component of AOCI within currency translation adjustment for fiscal 2020 and 2019, respectively.

In September 2014, a claim was filed by a customer seeking to draw upon a letter of credit issued by the Company of £8,570,000 ($11,032 at September 30, 2020) with respect to a performance guarantee on an incineration equipment project in Saudi Arabia. Management assessed the customer's demand to be without merit and initiated an action with the court in the United Kingdom (the "U.K. Court"). Pursuant to this action, an order was issued by the U.K. Court in January 2015 requiring that, upon receipt by the customer, the funds were to be remitted by the customer to the U.K. Court pending resolution of the dispute between the parties. As a result, the Company made payment on the draw to the financial institution for the letter of credit and the funds were ultimately received by the customer. The customer did not remit the funds to the U.K. Court as ordered. On June 14, 2016, the U.K. Court ruled completely in favor of Matthews following a trial on the merits. However, the ongoing dispute involves litigation in multiple foreign jurisdictions because the contract between the parties includes a venue clause requiring the venue for any litigation to be in the United Kingdom, while the enforcement of any final judgment is required to be executed in Saudi Arabia. The Company continues to pursue a trial on the merits in Saudi Arabia; however, given the recent coronavirus disease 2019 ("COVID-19") pandemic, the case has been further delayed. As the Company has successfully completed the project and subsequently operated the equipment, the Company remains confident regarding the pending trial on the merits in Saudi Arabia and expects to be in a position to enforce the judgment and initiate collection efforts following completion of that trial. However, the Company’s level of success in recovering funds from the customer will depend upon several factors including a successful completion of the pending trial on the merits in Saudi Arabia, the availability of recoverable funds, and the subsequent level of support of the Saudi Arabian government to enforce a potential judgment against the customer.

During the third quarter of fiscal 2020, the Saudi Arabian government implemented restrictions on travel to Mecca due to the COVID-19 pandemic. As a result, the Company was not able to support the operation of the incineration equipment for the local agency responsible for its operation during the current year Hajj Pilgrimage. Consequently, as of the filing of this report, the Company is now concerned regarding the level of anticipated support from the government in its collection efforts. Therefore, when considered collectively with the potential delay in completing the trial and other collectability risks, the Company established a reserve for the full value of the funded letter of credit as of June 30, 2020. The funded letter of credit was previously classified within other assets on the Consolidated Balance Sheet as of September 30, 2019. The Company will continue to assess the accounting and collectability related to this matter as facts and circumstances evolve.
As of September 30, 2020 and 2019 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 September 30, 2020.

Aggregate maturities by fiscal year of long-term debt, including other borrowings, is as follows:
2021 $ 55,564 
2022 68,650 
2023 979 
2024 979 
2025 395,816 
Thereafter 302,862 
Finance lease obligations 9,684 
$ 834,534 
(a) The Company maintains certain debt facilities with current maturity dates in fiscal 2021 that it intends and has the ability to extend beyond fiscal 2021 totaling $32,255. These balances have been classified as non-current on the Company's Consolidated Balance Sheet.
(b) Aggregate maturities of finance lease obligations can be found in Note 10, "Leases."