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Schedule 1 - Revolving Credit Facility
12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Revolving Credit Facility Short-Term Borrowings and Long-Term Debt
Details of carrying amounts of short-term borrowings were as follows:
(in thousands)Borrowing LimitDecember 31, 2021December 31, 2020
Maturity DateInterest rate (%)
January 2022
CD interest rate (91 days) + 3.25
$126,529 $— $137,868 
June 20223.207,887 7,887 19,117 
Total principal short-term borrowings$134,416 $7,887 $156,985 
Less: unamortized discounts(76)(307)
Total short-term borrowings$7,811 $156,678 

The Company’s short-term borrowings generally include lines of credit with financial institutions to be drawn upon for general operating purposes.
In December 2019, the Company entered into a one-year revolving facility agreement, secured by the Company’s inventories. As of December 31, 2021, this revolving facility was secured by $1.3 billion of the Company’s inventories. Prior to the expiration of the original term of the revolving facility in January 2021, the Company exercised an option that allowed it to extend the maturity of the borrowing facility for an additional 364 days from the expiration date. The revolving facility bears interest at the average of final quotation yield rates for 91-day KRW-denominated bank certificate of deposit (“CD interest rate”) plus 3.25%, and has a commitment fee of 0.75% on the undrawn portion. In January 2022, the agreement was amended to bring the borrowing limit to $1 million and bears interest at the average of 91-day CD interest rate plus 1.80%.
Details of carrying amounts of long-term debt were as follows:
(in thousands)December 31, 2021December 31, 2020
Maturity DateInterest rate (%)Borrowing Limit
February 2024(1)
(5)
$1,000,000 $— $— 
January 2022 – October 2023(2)
2.65 5.1030,460 20,952 50,713 
November 2021(3)
5.20— — 19,199 
March 2022 – November 2026(4)
2.87 8.50867,818 605,229 354,963 
Total principal long-term debt$1,898,278 $626,181 $424,875 
Less: current portion of long-term debt(341,717)(67,576)
Less: unamortized discounts(1,274)(3,957)
Total long-term debt$283,190 $353,342 
_____________
(1)Relates to the Company’s new revolving credit facility as described below.
(2)The Company entered into various loan agreements with fixed interest rates for general operating purposes.
(3)In November 2019, the Company entered into a fixed-rate term loan facility agreement, secured by certain of the Company’s accounts receivable. As of December 31, 2021, there was no outstanding balance on the fixed-rate term loan facility and the agreement was terminated.
(4)Relates to the Company’s term loan facility agreements as described below.
(5)Borrowings under the new revolving credit facility bear interest, at the Company’s option, at a rate per annum equal to (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted LIBOR for a one-month interest period plus 1.00% or (ii) an adjusted LIBOR plus a margin equal to 1.00%.
New Revolving Credit Facility
In February 2021, the Company entered into a new three-year senior unsecured credit facility (the “new revolving credit facility”) providing for revolving loans in an aggregate principal amount of up to $475 million (which automatically increased to an aggregate principal amount of $950 million based on the Company receiving at least $2.0 billion in net proceeds from its IPO). The new revolving credit facility provides the Company the right to request incremental commitments up to $1.25 billion, subject to customary conditions. In March 2021, the aggregate principal amount of the Company’s new revolving credit facility increased to an aggregate principal amount of $1.0 billion as a result of its IPO. As of December 31, 2021, there was no balance outstanding on the new revolving credit facility.
The new revolving credit facility contains customary affirmative and negative covenants, including certain financial covenants. The new revolving credit facility is guaranteed on a senior unsecured basis by all material restricted subsidiaries of the Company, subject to customary exceptions. Borrowings under the new revolving credit facility are not permitted to the extent any amounts are drawn under our existing revolving credit facility.
The new revolving credit facility requires us to (i) maintain a ratio of secured indebtedness to total consolidated tangible assets of less than 35%, if we have $1 or more of revolving loans or any unreimbursed drawn letters of credit outstanding under the new revolving credit facility at the end of each fiscal quarter and (ii) maintain a minimum amount of liquidity of at least $625.0 million (or $312.5 million to the extent the aggregate commitment of the new revolving credit facility is $500 million).
Term Loan Facility Agreements
In March 2017, the Company entered into a term loan facility agreement. The Company was required to pledge certain land, building, inventories, and short-term financial instruments as collateral. However, as a result of the FC Fire, the building and inventories were extensively damaged, and on August 4, 2021, the term loan facility agreement was amended to replace the original collateral with $194 million in cash secured as collateral, to repay $70 million of the outstanding principal balance and bring the borrowing limit to $186 million which is due in April 2022. The amendment, which took place within the cure period, subsequently resulted in the Company being in compliance with its term loan facility agreement. Principal is to be paid at maturity and interest is paid on a quarterly basis.
In August 2020, the Company entered into a 19-month term loan facility agreement to borrow up to $152 million to finance the construction of a fulfillment center. The Company pledged up to $182 million of certain existing land and buildings. The loan bears interest at a fixed rate of 3.67%.
In August 2021, the Company entered into a new $169 million three-year term loan agreement. The Company pledged $202 million of certain land and buildings as collateral. The loan bears interest at a fixed rate of 3.155%. Principal is to be paid at maturity and interest is paid on a monthly basis.
In October 2021, the Company entered into a new two-year loan agreement to borrow up to $139 million to finance the construction of a fulfillment center. The Company pledged up to $167 million of certain existing land and a building to be constructed as collateral. The loan bears interest at a fixed rate of 3.45%.
In November 2021, the Company entered into a new five-year term loan facility agreement to borrow up to $47 million to finance the construction of a fulfillment center and a new three-year term loan facility agreement to borrow up to $23 million for general operating purposes. The Company pledged up to $85 million of certain existing land and buildings. The loans bear interest at a fixed rate of 3.78% and 3.68%, respectively.
In December 2021, the Company entered into a new two-year loan agreement to borrow up to $152 million to finance the construction of a fulfillment center. The Company pledged up to $182 million of certain existing land and a building to be constructed as collateral. The loan bears interest at a fixed rate of 3.87%.
The Company was in compliance with the covenants for each of its borrowings and debt agreements as of December 31, 2021 and 2020.
The Company’s long-term debt is recorded at amortized cost. The fair value is estimated using Level 2 inputs based on the Company’s current interest rate for similar types of borrowing arrangements. The carrying amount of the long-term debt approximates its fair value as of December 31, 2021 and 2020, due primarily to the interest rates approximating market interest rates.
Future principal payments for long-term debt as of December 31, 2021 were as follows:
(in thousands)
Long-term debt
2022$342,202 
202344,586 
2024191,902 
2025— 
202647,491 
Thereafter— 
Total$626,181 
Revolving Credit Facility
In February 2021, the Parent entered into a new three-year senior unsecured credit facility (the “new revolving credit facility”) providing for revolving loans in an aggregate principal amount of up to $475 million (which automatically increased to an aggregate principal amount of $950 million based on the Parent receiving at least $2.0 billion in net proceeds from its IPO). The new revolving credit facility provides the Parent the right to request incremental commitments up to $1.25 billion, subject to customary conditions. In March 2021, the aggregate principal amount of the Parent’s new revolving credit facility increased to an aggregate principal amount of $1.0 billion as a result of its IPO. As of December 31, 2021, there was no balance outstanding on the new revolving credit facility.
The new revolving credit facility contains customary affirmative and negative covenants, including certain financial covenants. The Parent was in compliance with the covenants as of December 31, 2021. The new revolving credit facility is guaranteed on a senior unsecured basis by all material restricted subsidiaries of the Parent, subject to customary exceptions. Borrowings under the new revolving credit facility are not permitted to the extent any amounts are drawn under our existing revolving credit facility.
The new revolving credit facility requires us to (i) maintain a ratio of secured indebtedness to total consolidated tangible assets of less than 35%, if we have $1 or more of revolving loans or any unreimbursed drawn letters of credit outstanding under the new revolving credit facility at the end of each fiscal quarter and (ii) maintain a minimum amount of liquidity of at least $625.0 million (or $312.5 million to the extent the aggregate commitment of the new revolving credit facility is $500 million).