Bank Credit Agreements and Other Short-Term and Long-Term Debt

12 Months Ended

Dec. 31, 2021

Long-term Debt, by Current and Noncurrent [Abstract]

Bank Credit Agreements and Other Short-Term and Long-Term Debt

Note 8 – Bank Credit Agreements and Other Short-term and Long-term Debt

Short-term debt

Our Asia subsidiaries maintain credit facilities with several financial institutions through our foreign entities worldwide totaling $122.5 million. Other than two Taiwanese credit facilities that are collateralized by assets, our foreign credit lines are unsecured, uncommitted and contain no restrictive covenants. These credit facilities bear interest at LIBOR or similar indices plus a specified margin. Interest payments are due monthly on outstanding amounts under the credit lines. The unused and available credit under the various facilities as of December 31, 2021, was approximately $103.4 million, net of $18.1 million advanced under our foreign credit lines, attributable to our 51% owned subsidiary, Eris Technology Company ("ERIS"), and $1.0 million credit used for import and export guarantee.

Long-term debt

On December 29, 2021, the Company entered into Amendment No. 6 to Second Amended and Restated Credit Agreement, Consent and Incremental Term Assumption Agreement (the “Amendment”) that amends that certain Second Amended and Restated Credit Agreement dated as of May 29, 2020 (as amended, modified and/or supplemented from time to time prior to the date of the

Amendment, the “Existing Credit Agreement”). Certain capitalized terms used in this description of the Amendment have the meanings given to them in the Amendment or the Existing Credit Agreement.

The Amendment amends and modifies the Company’s existing senior credit facilities under the Existing Credit Agreement as follows: (x) increases the revolving senior credit facility (“Revolver”) amount from $150.0 million to $200.0 million, (y) provides for a new $50.0 million tranche of Incremental Term Loans, which were funded in that amount at the closing of the Amendment (and the proceeds of which were applied to repay $50.0 million of outstanding borrowings under the Revolving Credit Loans), and (z) reduces the interest rate for a new Pricing Level and unused line fees for certain Pricing Levels. The Amendment contains certain financial and non-financial covenants, including, but not limited to, a maximum Consolidated Leverage Ratio, a minimum Consolidated Fixed Charge Coverage Ratio, and restrictions on liens, indebtedness, investments, fundamental changes, dispositions, and restricted payments (including dividends in excess of $25.0 million and share repurchases). These covenants are generally similar to the corresponding covenants in the Existing Credit Agreement, except that certain amounts permitted as exceptions to the negative covenant restricting investments have been increased, and additional exceptions have been added to the negative covenant on indebtedness allowing unsecured Guarantees by the Company of indebtedness of certain of its Subsidiaries relating to securitization transactions and receivables facilities. Furthermore, under the Credit Agreement, restricted payments, including dividends and share repurchases, are permitted in certain circumstances, including while the pro forma Consolidated Leverage Ratio is, both before and after giving effect to any such restricted payment, at least 0.25 to 1.00 less than the maximum permitted under the Credit Agreement.

On January 22, 2021, Diodes Hong Kong Limited, a company incorporated under the laws of Hong Kong and a subsidiary of the Company, entered into a Facility Agreement (the “Facility Agreement”) with The Hongkong and Shanghai Banking Corporation Limited and the other parties identified therein pursuant to which Diodes Hong Kong Limited obtained from the lenders a US Dollar revolving loan facility in an aggregate amount equal to $100.0 million. Diodes Hong Kong Limited used a portion of the proceeds from such revolving loan facility (i) to refinance certain existing indebtedness and (ii) to finance working capital requirements and its general corporate purposes.

Borrowings outstanding as of December 31, 2021 and December 31, 2020, are set forth in the table below:

	December 31,
Description	2021			2020			Interest Rate	Current Amount Maturity
Short-term debt	$	18,068		$	140,567		Various indices plus margin	Various during 2022
Long-term debt
Notes payable to Bank of Taiwan	$	2,492		$	4,154		Variable, 1.3% base	June 2033
Notes payable to Bank of Taiwan		1,807		$	-		2 year deposit rate floating	September 2023
Notes payable to Bank of China Trust Company		16,168			16,714		Taibor 3 month rate + 0.5%	May 2024
Notes payable to Bank of China Trust Company		3,614			3,511		Taibor 3 month rate + 0.5%	December 2023
Notes payable to E Sun Bank		3,614			3,511		1-M deposit rate plus 0.08%	December 2023
Notes payable to E Sun Bank		371			386		1-M deposit rate plus 0.08%	June 2027
Notes payable to E Sun Bank		1,771			1,721		1-M deposit rate plus 0.08%	June 2030
Term loan and revolver		155,122			282,250		Libor plus margin	May 2024
Note payable to HSBC		100,000			-		Libor plus margin	January 2023
Total long-term debt		284,959			312,247
Less: Current portion of long-term debt		(17,381	)		(21,860	)
Less: Unamortized debt-issuance costs		(2,004	)		(2,208	)
Total long-term debt, net of current portion	$	265,574		$	288,179

The table below sets forth the annual contractual maturities of long-term debt at December 31, 2021:

2022	$	17,381
2023		126,526
2024		137,780
2025		498
2026		503
2027 and thereafter		2,271
Total long-term debt	$	284,959