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Debt
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Debt

NOTE 8 – Debt

Short-term debt

Our Asia subsidiaries maintain credit facilities with several financial institutions through our foreign entities worldwide totaling $139.2 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 SOFR 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 September 30, 2023, was approximately $109.4 million, net of $29.4 million advanced under our foreign credit lines and $0.4 million credit used for import and export guarantee.

Long-term debt

On May 26, 2023, the Company, Diodes Holdings UK Limited (the “Foreign Borrower” and, collectively with the Company, the “Borrowers”), and certain subsidiaries of the Company as guarantors, entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) that amends and restates 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 Credit Agreement, the “Existing Credit Agreement”). Certain capitalized terms used in this description of the Credit Agreement have the meanings given to them in the Credit Agreement, which is attached as Exhibit 10.1 to our Current Report on Form 8-K that we filed with the SEC on June 2, 2023.

The Existing Credit Agreement consisted of a term loan with no outstanding balance as of the date of the Credit Agreement and a $225.0 million revolving senior credit facility with nothing drawn as of the date of the Credit Agreement.

The Credit Agreement, which represented a complete amendment and restatement of the Existing Credit Agreement, consists of a Revolving Credit Facility in the amount of $225.0 million, including a swing line sublimit equal to the lesser of $50.0 million and the Revolving Credit Facility, a letter of credit sublimit equal to the lesser of $100.0 million and the Revolving Credit Facility, and an alternative currency sublimit equal to the lesser of $40.0 million and the Revolving Credit Facility. The Borrowers have the option to increase the Revolving Facility and/or incur Incremental Term Loans in an aggregate principal amount of up to $350.0 million. The Revolving Credit Facility bears interest at Term SOFR or similar other indices plus a specified margin. The Credit Agreement contains certain financial and non-financial covenants, including, but not limited to, a maximum Consolidated Leverage Ratio, a minimum Consolidated Interest Coverage Ratio, and restrictions on liens, indebtedness, investments, fundamental changes, dispositions, and restricted payments (including dividends and share repurchases). 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.

The Revolving Credit Facility matures on May 26, 2028. The Company plans to use a portion of the proceeds available under the Credit Agreement (i) to refinance certain existing indebtedness of the Borrowers and their subsidiaries under the Existing Credit Agreement and (ii) for working capital, capital expenditures, and other general corporate purposes, including, without limitation, financing permitted acquisitions.

Borrowings outstanding as of September 30, 2023 and December 31, 2022, are set forth in the table below:

 

 

September 30,

 

 

December 31,

 

 

 

 

Current Amount

Description

 

2023

 

 

2022

Interest Rate

 

Maturity

Short-term debt

 

$

29,429

 

 

$

36,280

 

 

Various indices plus margin

 

Various during 2023 & 2024

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

 

 

 

 

 

 

 

 

Notes payable to Bank of Taiwan

 

 

1,848

 

 

 

2,063

 

 

2-yr deposit rate floating plus 0.1148%

 

June-2033

Notes payable to Bank of Taiwan

 

 

1,549

 

 

 

1,628

 

 

2-yr deposit rate floating plus 0.082%

 

September-2025

Notes payable to CTBC Bank

 

 

3,098

 

 

 

3,256

 

 

TAIBOR 3M plus 0.5%

 

December-2024

Notes payable to CTBC Bank

 

 

12,647

 

 

 

13,840

 

 

TAIBOR 3M plus 0.5%

 

May-2028

Notes payable to E Sun Bank

 

 

3,098

 

 

 

3,256

 

 

1-M deposit rate floating plus 0.08%

 

December-2024

Notes payable to E Sun Bank

 

 

221

 

 

 

276

 

 

1-M deposit rate floating plus 0.08%

 

July-2027

Notes payable to E Sun Bank

 

 

1,308

 

 

 

1,516

 

 

1-M deposit rate floating plus 0.08%

 

July-2027

Notes payable to HSBC

 

 

-

 

 

 

105,000

 

 

1M SOFR+Margin

 

January-2025

Notes payable to HSBC

 

 

-

 

 

 

18,558

 

 

1M SOFR+Margin

 

January-2025

Notes Payable to E Sun Bank

 

 

-

 

 

 

166

 

 

2-yr deposit rate plus annual rate floating

 

September-2023

Notes Payable to Taishin International Bank

 

 

-

 

 

 

43

 

 

Annual rate plus cost of capital

 

April-2023

Notes Payable to Taishin International Bank

 

 

-

 

 

 

11

 

 

Fixed annual rate

 

April-2023

Notes Payable to Taishin International Bank

 

 

-

 

 

 

217

 

 

Fixed annual rate

 

April-2024

Notes payable to Chang Hwa Bank

 

 

-

 

 

 

518

 

 

2-yr deposit rate floating plus 1.405% - 1.655%

 

June-July 2026

Total long-term debt

 

 

23,769

 

 

 

150,348

 

 

 

 

 

Less: Current portion of long-term debt

 

 

(1,124

)

 

 

(1,693

)

 

 

 

 

Less: Unamortized debt costs

 

 

-

 

 

 

(1,185

)

 

 

 

 

Total long-term debt, net of current portion

 

$

22,645

 

 

$

147,470