Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Sep. 30, 2013 | Nov. 07, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document type | '10-Q | ' |
Document period end date | 30-Sep-13 | ' |
Amendment flag | 'false | ' |
Entity registrant name | 'DIODES INC /DEL/ | ' |
Entity central index key | '0000029002 | ' |
Entity current reporting status | 'Yes | ' |
Current fiscal year end date | '--12-31 | ' |
Entity filer category | 'Large Accelerated Filer | ' |
Entity common stock shares outstanding | ' | 46,659,598 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONSOLIDATED_CONDENSED_BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $204,214 | $157,121 |
Short-term investments | 21,690 | 0 |
Accounts receivable, net | 191,792 | 152,073 |
Inventories | 194,320 | 153,293 |
Deferred income taxes, current | 11,508 | 9,995 |
Prepaid expenses and other | 48,741 | 18,928 |
Total current assets | 672,265 | 491,410 |
PROPERTY, PLANT AND EQUIPMENT, net | 328,802 | 243,296 |
DEFERRED INCOME TAXES, non current | 32,234 | 36,819 |
OTHER ASSETS | ' | ' |
Goodwill | 89,330 | 87,359 |
Intangible assets, net | 55,284 | 44,337 |
Other | 24,205 | 16,842 |
Total assets | 1,202,120 | 920,063 |
CURRENT LIABILITIES | ' | ' |
Lines of credit | 5,499 | 7,629 |
Accounts payable | 106,622 | 64,072 |
Accrued liabilities | 69,893 | 41,139 |
Income tax payable | 1,322 | 678 |
Total current liabilities | 183,336 | 113,518 |
LONG-TERM DEBT, net of current portion | 202,115 | 44,131 |
OTHER LONG-TERM LIABILITIES | 63,332 | 41,974 |
Total liabilities | 448,783 | 199,623 |
Diodes Incorporated stockholders' equity | ' | ' |
Preferred stock - par value $1.00 per share; 1,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock - par value $0.66 2/3 per share; 70,000,000 shares authorized; 46,639,997 and 46,010,815 issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 31,093 | 30,674 |
Additional paid-in capital | 292,505 | 280,571 |
Retained earnings | 420,124 | 399,796 |
Accumulated other comprehensive loss | -32,807 | -33,856 |
Total Diodes Incorporated stockholders' equity | 710,915 | 677,185 |
Noncontrolling interest | 42,422 | 43,255 |
Total equity | 753,337 | 720,440 |
Total liabilities and equity | $1,202,120 | $920,063 |
CONSOLIDATED_CONDENSED_BALANCE1
CONSOLIDATED CONDENSED BALANCE SHEETS (Parentheticals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
BALANCE SHEETS-TITLE | ' | ' |
Preferred stock par value | $1 | $1 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par value | $0.67 | $0.67 |
Common stock shares authorized | 70,000,000 | 70,000,000 |
Common stock shares issued | 46,639,997 | 46,010,815 |
Common stock shares outstanding | 46,639,997 | 46,010,815 |
CONSOLIDATED_CONDENSED_STATEME
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement Of Operations [Abstract] | ' | ' | ' | ' |
NET SALES | $224,510 | $166,617 | $615,853 | $470,519 |
COST OF GOODS SOLD | 154,951 | 123,012 | 438,818 | 352,180 |
Gross profit | 69,559 | 43,605 | 177,035 | 118,339 |
OPERATING EXPENSES | ' | ' | ' | ' |
Selling, general and administrative | 33,810 | 25,796 | 99,266 | 72,702 |
Research and development | 13,611 | 9,084 | 35,836 | 24,466 |
Other operating (income) expenses | 1,876 | 1,203 | 7,657 | -155 |
Total operating expenses | 49,297 | 36,083 | 142,759 | 97,013 |
Income from operations | 20,262 | 7,522 | 34,276 | 21,326 |
OTHER INCOME (EXPENSES) | -2,768 | 1,923 | -1,970 | 2,861 |
Income before income taxes and noncontrolling interest | 17,494 | 9,445 | 32,306 | 24,187 |
INCOME TAX PROVISION | 3,604 | 509 | 11,653 | 1,983 |
NET INCOME | 13,890 | 8,936 | 20,653 | 22,204 |
Less: NET INCOME attributable to noncontrolling interest | -271 | -383 | -325 | -2,127 |
NET INCOME attributable to common stockholders | $13,619 | $8,553 | $20,328 | $20,077 |
EARNINGS PER SHARE attributable to common stockholders | ' | ' | ' | ' |
Basic | $0.29 | $0.19 | $0.44 | $0.44 |
Diluted | $0.28 | $0.18 | $0.43 | $0.43 |
Number of shares used in computation | ' | ' | ' | ' |
Basic | 46,605 | 45,997 | 46,260 | 45,702 |
Diluted | 48,023 | 46,995 | 47,584 | 46,901 |
CONSOLIDATED_CONDENSED_STATEME1
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Comprehensive Income (Loss) | ' | ' | ' | ' |
Net income | $13,890 | $8,936 | $20,653 | $22,204 |
Translation adjustment | 11,983 | 4,873 | 3,588 | 5,277 |
Unrealized gain (loss) on defined benefit plan, net of tax | -3,687 | 375 | -2,506 | -3,588 |
Comprehensive income | 22,186 | 14,184 | 21,735 | 23,893 |
Less: Comprehensive income attributable to noncontrolling interest | -271 | -383 | -325 | -2,127 |
Total comprehensive income attributable to common stockholders | $21,915 | $13,801 | $21,410 | $21,766 |
CONSOLIDATED_CONDENSED_STATEME2
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net cash provided by operating activities | $77,834 | $47,866 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Acquisition, net of cash acquired | -124,916 | -4,653 |
Decrease in restricted cash | 6,949 | 0 |
Purchases of property, plant and equipment | -30,780 | -42,889 |
Purchases of equity securities | -5,563 | -3,413 |
Purchases of short-term investments | -21,690 | 0 |
Proceeds from sale of equity securities | 7,458 | 0 |
Proceeds from sale of property, plant and equipment | 58 | 1,966 |
Proceeds from sale of intangibles | 0 | 2,122 |
Other | -958 | 185 |
Net cash used by investing activities | -169,442 | -46,682 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Advances on line of credit | 10,196 | 2,629 |
Repayments on lines of credit | -30,029 | -8,000 |
Borrowings of long-term debt | 181,000 | 70,000 |
Repayments of long-term debt | -22,849 | -30,317 |
Net proceeds from issuance of common stock | 2,300 | 1,306 |
Other | -3,927 | -219 |
Net cash provided by financing activities | 136,691 | 35,399 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 2,010 | 2,173 |
INCREASE IN CASH AND CASH EQUIVALENTS | 47,093 | 38,756 |
CASH AND CASH EQUIVALENTS, beginning of period | 157,121 | 129,510 |
CASH AND CASH EQUIVALENTS, end of period | 204,214 | 168,266 |
Non-cash financing activities: | ' | ' |
Property, plant and equipment purchased on accounts payable | 2,656 | -5,963 |
Acquisition: | ' | ' |
Fair value of assets acquired | 247,012 | ' |
Liabilities assumed | 92,277 | ' |
Cash acquired | -29,819 | ' |
Net assets acquired | $124,916 | ' |
Nature_of_Operations_Basis_of_
Nature of Operations, Basis of Presentation and Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2013 | |
Nature Of Operations Basis Of Presentation And Recently Issued Accounting Pronouncements [Abstract] | ' |
Nature of Operations and Basis of Presentation [Text Block] | ' |
NOTE A – Nature of Operations, Basis of Presentation and Recently Issued Accounting Pronouncements | |
Nature of Operations | |
Diodes Incorporated, together with its subsidiaries (collectively, the “Company”), is a leading global manufacturer and supplier of high-quality, application specific standard products within the broad discrete, logic and analog semiconductor markets, serving the consumer electronics, computing, communications, industrial and automotive markets throughout Asia, North America and Europe. | |
Basis of Presentation | |
The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.”) (“GAAP”) for interim financial information and with the instructions to Form 10-Q. They do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP for complete financial statements. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2012. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation of the results of operations for the period presented have been included in the interim period. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for other interim periods or the year ending December 31, 2013. The consolidated condensed financial data at December 31, 2012 is derived from audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012. | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. As permitted under U.S. GAAP, interim accounting for certain expenses, including income taxes, are based on full year forecasts. Such amounts are expensed in full in the year incurred. For interim financial reporting purposes, income taxes are recorded based upon estimated annual effective income tax rates. | |
Certain prior year's balances have been reclassified to conform to the current financial statement presentation. | |
Recently Issued Accounting Pronouncements [TextBlock] | ' |
Recently Issued Accounting Pronouncements | |
In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-05, Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. ASU No. 2013-05 provides additional guidance with respect to the reclassification into income of the cumulative translation adjustment (CTA) recorded in accumulated other comprehensive income associated with a foreign entity of a parent company. This ASU differentiates between transactions occurring within a foreign entity and transactions affecting an investment in a foreign entity. For transactions within a foreign entity, the full CTA associated with the foreign entity would be reclassified into income only when the sale of a subsidiary or group of net assets within the foreign entity represents the substantially complete liquidation of that foreign entity. For transactions affecting an investment in a foreign entity (for example, control or ownership of shares in a foreign entity), the full CTA associated with the foreign entity would be reclassified into income only if the parent no longer has a controlling interest in that foreign entity as a result of the transaction. In addition, acquisitions of a foreign entity completed in stages (also known as step acquisitions) could trigger the release of CTA associated with an equity method investment in that entity at the point a controlling interest in the foreign entity is obtained. This ASU is effective prospectively beginning January 1, 2014, with early adoption permitted. This ASU could impact the Company's consolidated financial results in the event of a transaction as described above. | |
In July 2013, the FASB, issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU No. 2013-11 provides that an entity is required to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU No. 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance affects presentation only and, therefore, it is not expected to have a material impact on the Company's consolidated financial results. | |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Earnings Per Share [TextBlock] | ' | ||||||||||||
NOTE B – Earnings Per Share | |||||||||||||
Basic earnings per share is calculated by dividing net earnings by the weighted-average number of shares of Common Stock outstanding during the period. Diluted earnings per share is calculated similarly but includes potential dilution from the exercise of stock options and stock awards, except when the effect would be anti-dilutive. | |||||||||||||
The computation of basic and diluted earnings per common share is as follows (in thousands, except per share data): | |||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | ||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
BASIC | |||||||||||||
Weighted average number of common shares outstanding | |||||||||||||
used in computing basic earnings per share | 46,605 | 45,997 | 46,260 | 45,702 | |||||||||
Net income attributable to common stockholders | $ | 13,619 | $ | 8,553 | $ | 20,328 | $ | 20,077 | |||||
Earnings per share attributable to common stockholders | $ | 0.29 | $ | 0.19 | $ | 0.44 | $ | 0.44 | |||||
DILUTED | |||||||||||||
Weighted average number of common shares outstanding | |||||||||||||
used in computing basic earnings per share | 46,605 | 45,997 | 46,260 | 45,702 | |||||||||
Add: Assumed exercise of stock options and stock awards | 1,418 | 998 | 1,324 | 1,199 | |||||||||
48,023 | 46,995 | 47,584 | 46,901 | ||||||||||
Net income attributable to common stockholders | $ | 13,619 | $ | 8,553 | $ | 20,328 | $ | 20,077 | |||||
Earnings per share attributable to common stockholders | $ | 0.28 | $ | 0.18 | $ | 0.43 | $ | 0.43 |
Business_Combination
Business Combination | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Business Combinations [Abstract] | ' | |||||||||
Business Combination Disclosure [Text Block] | ' | |||||||||
NOTE C – Business Combination | ||||||||||
BCD Semiconductor Manufacturing Limited (“BCD”) | ||||||||||
On March 5, 2013, the Company completed the acquisition of all the outstanding ordinary shares, par value $0.001 per share, of BCD (the “Shares”), including Shares represented by American Depository Shares (“ADSs”), which were cancelled in exchange for the right to receive $1.33-1/3 in cash per Share, without interest. Each ADS represented six Shares and was converted into the right to receive $8.00 in cash, without interest. The aggregate consideration was approximately $155 million, excluding acquisition costs, fees and expenses. In addition, a $5 million retention plan for employees of BCD, payable at the 12, 18 and 24 month anniversaries of the acquisition, has been established. The employee retention plan is intended to benefit the Company and not the selling shareholders, and therefore has been excluded from the determination of the purchase price. The acquisition was funded by drawings on the Company's bank credit facility. See Note H for additional information regarding the Company's bank credit facility. | ||||||||||
The Company's purchase price for BCD and related costs are estimated as follows (in thousands): | ||||||||||
Purchase price (cost of shares) | $ | 154,735 | ||||||||
Acquisition related costs (included in selling, general and administrative expenses) | 2,075 | |||||||||
Total purchase price | $ | 156,810 | ||||||||
The results of operations of BCD have been included in the consolidated financial statements from March 1, 2013. The consolidated revenue and earnings of BCD for the period ended September 30, 2013 were approximately $110 million and $3 million, respectively, which include purchase price accounting adjustments. The Company's purpose in making this acquisition is to further its strategy of expanding its market and growth opportunities through select strategic acquisitions. This acquisition is expected to enhance the Company's analog product portfolio by expanding its standard linear and power management offerings, including AC/DC and DC/DC solutions for power adapters and chargers, as well as other electronic products. BCD's established presence in Asia, with a particularly strong local market position in China, offers the Company even greater penetration of the consumer, computing and communications markets. Likewise, the Company believes it can achieve increased market penetration for BCD's products by leveraging the Company's own global customer base and sales channels. In addition, BCD has in-house manufacturing capabilities in China, as well as a cost-effective development team that can be deployed across multiple product families. The Company also believes it will be able to apply its packaging capabilities and expertise to BCD's products in order to improve cost efficiencies, utilization and product mix. | ||||||||||
Under the accounting guidance for step acquisitions, the Company is required to record all assets acquired and liabilities assumed at fair value, and recognize goodwill of the acquired business. The step acquisition guidelines also require that the Company remeasure its preexisting investment in BCD at fair value, and recognize any gains or losses from such remeasurement. The fair value of the Company's interest immediately before the closing date was $7 million, which resulted in the Company recognizing a non-cash gain of approximately $4 million within other income (expense) for the nine months ended September 31, 2013. The shares of BCD common stock were valued under the fair value hierarchy as a Level 1 Input. | ||||||||||
The following summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed at the date of acquisition (amounts in thousands): | ||||||||||
Changes in | ||||||||||
purchase price | ||||||||||
allocation | Revised | |||||||||
1-Mar-13 | recorded | 1-Mar-13 | ||||||||
purchase price | during third | purchase price | ||||||||
allocation | quarter of 2013 | allocation | ||||||||
Assets acquired: | ||||||||||
Cash and cash equivalents | $ | 29,819 | $ | - | $ | 29,819 | ||||
Accounts receivable, net | 20,862 | - | 20,862 | |||||||
Inventory | 42,909 | - | 42,909 | |||||||
Prepaid expenses and other current assets | 27,205 | - | 27,205 | |||||||
Property, plant and equipment, net | 99,716 | -326 | 99,390 | |||||||
Deferred tax assets | 1,612 | - | 1,612 | |||||||
Other long-term assets | 5,497 | - | 5,497 | |||||||
Other intangible assets | 17,200 | - | 17,200 | |||||||
Goodwill | 2,192 | 326 | 2,518 | |||||||
Total assets acquired | $ | 247,012 | $ | - | $ | 247,012 | ||||
Liabilities assumed: | ||||||||||
Lines of credit | $ | 17,336 | $ | - | $ | 17,336 | ||||
Accounts payable | 34,758 | - | 34,758 | |||||||
Accrued liabilities and other | 16,703 | - | 16,703 | |||||||
Deferred tax liability | 5,055 | - | 5,055 | |||||||
Other liabilities | 18,425 | - | 18,425 | |||||||
Total liabilities assumed | 92,277 | - | 92,277 | |||||||
Total net assets acquired, net of cash acquired | $ | 154,735 | $ | - | $ | 154,735 | ||||
The fair value of the significant identified intangible assets was estimated by using the market approach, income approach and cost approach valuation methodologies. Inputs used in the methodologies primarily included projected future cash flows, discounted at a rate commensurate with the risk involved. The total amount of intangible assets acquired subject to amortization expense is $17 million, which has a residual value of zero and weighted-average amortization period of 6 years. Goodwill arising from the acquisition is attributable to future income from new customer contracts, synergy of combined operations, the acquired workforce and future technology that has yet to be designed or even conceived. In addition, it is not anticipated that goodwill will be deductible for income tax purposes. | ||||||||||
The Company estimated the fair value of acquired receivables to be $21 million with a gross contractual amount of $21million. The Company expects to collect substantially all of the acquired receivables. The Company evaluated and adjusted the acquired inventory for a reasonable profit allowance, which is intended to permit the Company to report only the profits normally associated with its activities following the acquisition as it relates to the work-in-progress and finished goods inventory. As such, the Company increased the inventory acquired from BCD by approximately $5 million, and recorded that increase into cost of goods sold, of which approximately $2 million was recorded in the first quarter of 2013 and $3 million was recorded in the second quarter of 2013 as the acquired work-in-progress and finished goods inventory was sold. | ||||||||||
The following unaudited pro forma consolidated results of operations for the quarters ended September 30, 2013 and 2012 have been prepared as if the acquisition of BCD had occurred at January 1, 2012, for each year. (unaudited; in thousands, except per share data): | ||||||||||
Three Months Ended | Nine Months Ended | |||||||||
September 30, | September 30, | |||||||||
2012 | 2013 | 2012 | ||||||||
Net revenues | $ | 204,639 | $ | 636,954 | $ | 576,406 | ||||
Net income attributable to common stockholders | $ | 8,768 | $ | 21,039 | $ | 13,714 | ||||
Earnings per share—Basic | $ | 0.19 | $ | 0.45 | $ | 0.3 | ||||
Earnings per share—Diluted | $ | 0.19 | $ | 0.44 | $ | 0.29 | ||||
The unaudited pro forma consolidated results of operations do not purport to be indicative of the results that would have been obtained if the above acquisition had actually occurred as of the dates indicated or of those results that may be obtained in the future. These unaudited pro forma consolidated results of operations were derived, in part, from the historical consolidated financial statements of BCD and other available information and assumptions believed to be reasonable under the circumstances. |
Restricted_Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2013 | |
Restricted Cash and Investments [Abstract] | ' |
Restricted Assets Disclosure [Text Block] | ' |
NOTE D – Restricted Cash | |
Restricted cash is pledged as collateral when the Company enters into agreements with banks for certain banking facilities. As of September 30, 2013, restricted cash of $5 million, included in prepaid expenses and other, was pledged as collateral for issuance of bank acceptance notes, letters of credit and forward contracts. See Note E for additional information regarding foreign currency forward contracts. |
Foreign_Currency_Foward_Contra
Foreign Currency Foward Contracts | 9 Months Ended |
Sep. 30, 2013 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | ' |
NOTE E – Foreign Currency Forward Contracts | |
As a multinational company, the Company denominates sales transactions in a variety of currencies. In connection with the acquisition of BCD, the Company adopted forward exchange contracts, designated as foreign currency cash flow hedges, to reduce the potentially adverse effects of foreign currency exchange rate fluctuations. The Company uses these forward exchange contracts to hedge, thereby attempting to reduce the Company's overall exposure to the effects of currency fluctuations on cash flows. The Company does not permit speculation in financial instruments for profit on the exchange rate price fluctuation, trading in currencies for which there are no underlying exposures, or entering into trades for any currency to intentionally increase the underlying exposure. | |
Forward exchange contracts are recognized on the balance sheet at their fair value. Unrealized gain positions are recorded as assets and unrealized loss positions are recorded as liabilities. Changes in the fair values of the outstanding forward exchange contracts that are highly effective are recorded in other comprehensive income until the forward exchange contracts are settled. Changes in the fair values of the forward exchange contracts assessed as not effective as hedging instruments are recognized in earnings in the current period. Results of ineffective hedges are recorded as expense in the consolidated condensed statements of operations in the period in which they are determined to be ineffective. | |
Prior to the acquisition, BCD entered into foreign currency forward contracts with various banks located in China. The contracted notional amount for forward contracts is $61 million, of which $16 million was outstanding as of September 30, 2013. | |
In accordance with certain forward contracts, the Company is required to have on deposit 3% to 5% of the notional amount outstanding and in certain situations the required deposit could be 100% of the notional amount of the outstanding contracts. See Note D for additional information regarding these deposits treated as restricted cash. | |
All the forward contracts outstanding as of September 30, 2013 will be settled by December 2013. The fair value of the outstanding derivative instruments contracts, classified within Level 2 of the fair value hierarchy, was $1 million and was recognized under other current assets in the condensed consolidated balance sheets. There was minimal valuation loss recognized under other income (expenses) for the nine months ended September 30, 2013. |
Inventories
Inventories | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Inventory Disclosure [Abstract] | ' | ||||||
Inventories [TextBlock] | ' | ||||||
NOTE F – Inventories | |||||||
Inventories stated at the lower of cost or market value are as follows (in thousands): | |||||||
September 30, | December 31, | ||||||
2013 | 2012 | ||||||
Raw materials | $ | 78,291 | $ | 63,410 | |||
Work-in-progress | 46,677 | 30,564 | |||||
Finished goods | 69,352 | 59,319 | |||||
Total | $ | 194,320 | $ | 153,293 |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Goodwill and Intangible Assets [TextBlock] | ' | |||||||
NOTE G – Goodwill and Intangible Assets | ||||||||
Changes in goodwill are as follows (in thousands): | ||||||||
Balance at December 31, 2012 | $ | 87,359 | ||||||
Acquisitions | 2,518 | |||||||
Currency exchange | -547 | |||||||
Balance at September 30, 2013 | $ | 89,330 | ||||||
Intangible assets are as follows (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Intangible assets subject to amortization: | ||||||||
Gross carrying amount | $ | 86,909 | $ | 69,707 | ||||
Accumulated amortization | -30,240 | -24,161 | ||||||
Currency exchange | -7,217 | -7,051 | ||||||
Net value | 49,452 | 38,495 | ||||||
Intangible assets with indefinite lives: | ||||||||
Gross carrying amount | 6,403 | 6,403 | ||||||
Currency exchange | -571 | -561 | ||||||
Total | 5,832 | 5,842 | ||||||
Total intangible assets, net | $ | 55,284 | $ | 44,337 | ||||
Amortization expense related to intangible assets subject to amortization was approximately $2 million and $1 million for the three months ended September 30, 3013 and 2012, respectively, and approximately $6 million and $3 million for the nine months ended September 30, 2013 and 2012, respectively. |
Bank_Credit_Agreement
Bank Credit Agreement | 9 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
NOTE H – Bank Credit Agreement | |
On January 8, 2013, the Company and Diodes International B.V. (the “Foreign Borrower” and collectively with the Company, the “Borrowers”) and certain subsidiaries of the Company as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with Bank of America and other participating lenders (collectively, the “Lenders”). | |
The Credit Agreement provides for a five-year, $300 million revolving senior credit facility (the “Revolver”), which includes a $10 million swing line sublimit, a $10 million letter of credit sublimit, and a $20 million alternative currency sublimit. The Revolver matures on January 8, 2018, and borrowings under the Revolver may be used for refinancing certain existing debt, for working capital and capital expenditures, and for general corporate purposes, including financing permitted acquisitions. | |
On March 1, 2013, in connection with the acquisition of BCD, the Company drew down on the Revolver to fund the acquisition and pay for costs associated with the acquisition. As of September 30, 2013, the amount of the outstanding borrowings under the Credit Agreement was approximately $198 million. See Note C for additional information regarding the acquisition of BCD. |
Income_Tax_Provision
Income Tax Provision | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Provision [Abstract] | ' |
Income Tax Provision [TextBlock] | ' |
NOTE I – Income Tax Provision | |
Income tax expense of approximately $4 million and $1 million was recorded for the three months ended September 30, 2013 and 2012, respectively and income tax expense of approximately $12 million and $2 million was recorded for the nine months ended September 30, 2013 and 2012, respectively. This resulted in an effective tax rate of 36% for the nine months ended September 30, 2013, as compared to 8% in the same period last year and compared to 16% for the full year of 2012. The estimated annual tax rate for 2013 is expected to be approximately 20%, excluding discrete items. The effective tax rate for the nine months ended September 30, 2013 includes a $5 million charge for discrete items resulting from a tax audit in China. The Company's effective tax rates for the nine months ended September 30, 2013 and 2012, excluding discrete items, were lower than the U.S. statutory tax rate of 35%, principally from the impact of income in lower-taxed jurisdictions. | |
For the nine months ended September 30, 2013, the Company reported domestic and foreign pre-tax income (loss) of approximately $(16) million and $48 million, respectively. For the nine months ended September 30, 2012, the Company reported domestic and foreign pre-tax income (loss) of approximately $(20) million and $44 million, respectively. Funds repatriated from foreign subsidiaries to the U.S. may be subject to federal and state income taxes. The Company intends to permanently reinvest overseas all of its earnings from its foreign subsidiaries; accordingly, U.S. taxes are not recorded on undistributed foreign earnings. | |
The impact of tax holidays decreased the Company's tax expense by approximately $3 million and $5 million for the nine months ended September 30, 2013 and 2012, respectively. The benefit of the tax holidays on both basic and diluted earnings per share for the nine months ended September 30, 2013 was approximately $0.06. The benefit of the tax holidays on both basic and diluted earnings per share for the nine months ended September 30, 2012 was approximately $0.11. During 2012, the China government began an audit of the Company's High and New Technology Enterprise (“HNTE”) status for its largest Chinese subsidiary for tax years 2009-2011 as part of an overall evaluation of the reduced tax rates provided to many high tech companies. This subsidiary has a reduced tax rate of 15%. In April 2013, the Company was notified by the China government that they had completed their tax audit and had concluded that the Company owed additional tax related to tax year 2011 in the amount of $5 million. This subsidiary has been approved for its HNTE status for the tax years 2012-2014. | |
The Company files income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for tax years before 2007. During the second quarter of 2013, the Internal Revenue Service (“IRS”) commenced an examination of the Company's U.S. federal income tax return for the 2010 tax year. The examination is ongoing, and the IRS has not proposed adjustments to any tax positions at this time. With respect to state and local jurisdictions and countries outside of the U.S., with limited exceptions, the Company is no longer subject to income tax audits for years before 2006. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties, if any, have been provided for in the Company's reserve for any adjustments that may result from tax audits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in interest expense. As of September 30, 2013, the gross amount of unrecognized tax benefits was approximately $28 million. | |
It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company's unrecognized tax positions will significantly increase or decrease within the next 12 months. These changes may be the result of settlements of ongoing audits or competent authority proceedings. At this time, an estimate of the range of the reasonably possible outcomes cannot be made. |
ShareBased_Compensation
Share-Based Compensation | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Share Based Compensation [Abstract] | ' | |||||||||||
Share-Based Compensation [TextBlock] | ' | |||||||||||
NOTE J – Share-Based Compensation | ||||||||||||
The following table shows the total compensation expensed for share-based compensation plans, including stock options and share grants, recognized in the statements of operations (in thousands): | ||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Cost of sales | $ | 136 | $ | 126 | $ | 385 | $ | 331 | ||||
Selling and administrative expense | 2,958 | 3,170 | 8,679 | 9,417 | ||||||||
Research and development expense | 398 | 299 | 989 | 931 | ||||||||
Total share-based compensation expense | $ | 3,492 | $ | 3,595 | $ | 10,053 | $ | 10,679 | ||||
Stock Options. Stock options under the Company's 2001 Omnibus Equity Incentive Plan (“2001 Plan”) generally vest in equal annual installments over a four-year period and expire ten years after the grant date, and expense was estimated on the date of grant using the Black-Scholes-Merton option pricing model. | ||||||||||||
In May 2013, the Company's stockholders approved the Company's 2013 Equity Incentive Plan (“2013 Plan”). Since the approval of the 2013 Plan, all stock options have been granted under the 2013 Plan, and the Company will not grant any further stock options under its 2001 Plan. Stock options under the 2013 Plan generally vest in equal annual installments over a four-year period and expire eight years after the grant date, and expense was estimated on the date of grant using the Black-Scholes-Merton option pricing model. For additional information on the 2013 Plan, see the Company's definitive Proxy Statement filed with the SEC on April 19, 2013. | ||||||||||||
The total net cash proceeds received from stock option exercises during the nine months ended September 30, 2013 was approximately $2 million. Stock option expense was approximately $1 million for both the three months ended September 30, 2013 and 2012. Stock option expense was approximately $3 million and $4 million for the nine months ended September 30, 2013 and 2012, respectively. | ||||||||||||
A summary of the stock option plans is as follows: | ||||||||||||
Stock Options | Shares (000) | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (yrs) | Aggregate Intrinsic Value ($000) | ||||||||
Outstanding at January 1, 2013 | 3,713 | $ | 17.85 | 5 | $ | 9,744 | ||||||
Granted | 186 | 23.35 | ||||||||||
Exercised | -310 | 7.43 | 5,334 | |||||||||
Forfeited or expired (1) | -420 | 20.34 | ||||||||||
Outstanding at September 30, 2013 | 3,169 | $ | 18.85 | 4 | $ | 20,164 | ||||||
Exercisable at September 30, 2013 | 2,542 | $ | 17.91 | 4 | $ | 18,369 | ||||||
_______________ | ||||||||||||
The Compensation Committee of the Board of Directors reviewed the grants of stock options to the Company's Chief Executive Officer in 2009, 2010, 2011 and 2012 (each such annual grant, an “Option Grant”), and approved a Confirmation Agreement, dated April 1, 2013, in which the Company and the Company's Chief Executive Officer agreed and confirmed that the Company's Chief Executive Officer will assert no claim that any Option Grant in 2009, 2010, 2011 or 2012 provided for the purchase of more than 100,000 shares of the Company's Common Stock, and that each Option Grant document be deemed amended to reflect the foregoing 100,000 share limitation. | ||||||||||||
The aggregate intrinsic value in the table above is before applicable income taxes and represents the amount option holders would have received if all options had been exercised on the last business day of the period indicated, based on the Company's closing stock price. | ||||||||||||
As of September 30, 2013, total unrecognized share-based compensation expense related to unvested stock options, net of forfeitures, was approximately $7 million, before income taxes, and is expected to be recognized over a weighted average period of approximately 3 years. | ||||||||||||
Share Grants. Restricted stock awards and restricted stock units generally vest in equal annual installments over a four-year period. | ||||||||||||
Since the approval of the 2013 Plan, all share grants have been granted under the 2013 Plan, and the Company will not grant any further share grants under its 2001 Plan. | ||||||||||||
The total fair value of restricted stock awards vested during the nine months ended September 30, 2013 was approximately $6 million. Share grant expense for the three months ended September 30, 2013 and 2012 was approximately $3 million and $2 million, respectively. Share grant expense for the nine months ended September 30, 2013 and 2012 was approximately $8 million and $7 million, respectively. | ||||||||||||
A summary of the Company's non-vested share grants is as follows: | ||||||||||||
Share Grants | Shares (000) | Weighted Average Grant-Date Fair Value | Aggregate Intrinsic Value ($000) | |||||||||
Non-vested at January 1, 2013 | 1,164 | $ | 20.42 | $ | ||||||||
Granted | 449 | 24.66 | ||||||||||
Vested | -319 | 20.09 | 6,415 | |||||||||
Forfeited | -43 | 21.24 | ||||||||||
Non-vested at September 30, 2013 | 1,251 | $ | 22.03 | $ | 28,186 | |||||||
As of September 30, 2013, total unrecognized share-based compensation expense related to non-vested stock awards, net of forfeitures, was approximately $23 million, before income taxes, and is expected to be recognized over a weighted average period of approximately 3 years. |
Segment_Information_and_Enterp
Segment Information and Enterprise-Wide Disclosure | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Segment Information and Enterprise-Wide Disclosure [Abstract] | ' | |||||||||||
Segment Information and Enterprise-Wide Disclosure [TextBlock] | ' | |||||||||||
NOTE K – Segment Information and Enterprise-Wide Disclosure | ||||||||||||
For financial reporting purposes, the Company operates in a single segment, standard semiconductor products, through the Company's various manufacturing and distribution facilities. The Company aggregates its products because the products are similar and have similar economic characteristics, and the products are similar in production process and share the same customer type. | ||||||||||||
The Company's primary operations include the domestic operations in Asia, North America and Europe. | ||||||||||||
Revenues are attributed to geographic areas based on the location of subsidiaries producing the revenues (in thousands): | ||||||||||||
Three Months Ended | Asia | North America | Europe | Consolidated | ||||||||
30-Sep-13 | ||||||||||||
Total sales | $ | 205,505 | $ | 37,017 | $ | 50,041 | $ | 292,563 | ||||
Inter-company sales | -22,856 | -15,561 | -29,636 | -68,053 | ||||||||
Net sales | $ | 182,649 | $ | 21,456 | $ | 20,405 | $ | 224,510 | ||||
Three Months Ended | Asia | North America | Europe | Consolidated | ||||||||
30-Sep-12 | ||||||||||||
Total sales | $ | 149,695 | $ | 36,100 | $ | 36,462 | $ | 222,257 | ||||
Inter-company sales | -17,312 | -18,579 | -19,749 | -55,640 | ||||||||
Net sales | $ | 132,383 | $ | 17,521 | $ | 16,713 | $ | 166,617 | ||||
As Of And For The Nine Months Ended | Asia | North America | Europe | Consolidated | ||||||||
30-Sep-13 | ||||||||||||
Total sales | $ | 558,040 | $ | 109,078 | $ | 127,671 | $ | 794,789 | ||||
Inter-company sales | -57,752 | -50,985 | -70,199 | -178,936 | ||||||||
Net sales | $ | 500,288 | $ | 58,093 | $ | 57,472 | $ | 615,853 | ||||
Property, plant and equipment | $ | 274,630 | $ | 30,240 | $ | 23,932 | $ | 328,802 | ||||
Total assets | $ | 859,322 | $ | 149,820 | $ | 192,978 | $ | 1,202,120 | ||||
As Of And For The Nine Months Ended | Asia | North America | Europe | Consolidated | ||||||||
30-Sep-12 | ||||||||||||
Total sales | $ | 422,765 | $ | 101,902 | $ | 120,913 | $ | 645,580 | ||||
Inter-company sales | -57,364 | -49,624 | -68,073 | -175,061 | ||||||||
Net sales | $ | 365,401 | $ | 52,278 | $ | 52,840 | $ | 470,519 | ||||
Property, plant and equipment | $ | 190,408 | $ | 29,773 | $ | 26,397 | $ | 246,578 | ||||
Total assets | $ | 561,004 | $ | 133,192 | $ | 228,971 | $ | 923,167 | ||||
Geographic Information | ||||||||||||
Revenues were derived from (billed to) customers located in the following countries (in thousands): | ||||||||||||
Net Sales | ||||||||||||
for the Three Months | Percentage of | |||||||||||
Ended September 30, | Net Sales | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
China | $ | 81,694 | $ | 58,353 | 36% | 35% | ||||||
Taiwan | 43,580 | 33,184 | 19% | 20% | ||||||||
Korea | 17,434 | 14,701 | 8% | 8% | ||||||||
United States | 15,443 | 15,856 | 7% | 10% | ||||||||
Switzerland | 13,679 | 14,151 | 6% | 8% | ||||||||
Singapore | 11,419 | 8,412 | 5% | 5% | ||||||||
Germany | 9,903 | 6,285 | 4% | 4% | ||||||||
U.K. | 5,207 | 7,636 | 3% | 5% | ||||||||
All Others (1) | 26,151 | 8,039 | 12% | 5% | ||||||||
Total | $ | 224,510 | $ | 166,617 | 100% | 100% | ||||||
Net Sales | ||||||||||||
for the Nine Months | Percentage of | |||||||||||
Ended September 30, | Net Sales | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
China | $ | 220,126 | $ | 120,787 | 36% | 26% | ||||||
Taiwan | 114,991 | 96,632 | 19% | 21% | ||||||||
Korea | 50,630 | 36,554 | 8% | 8% | ||||||||
Switzerland | 45,429 | 42,213 | 7% | 9% | ||||||||
United States | 40,212 | 45,192 | 6% | 10% | ||||||||
Singapore | 34,519 | 19,888 | 5% | 4% | ||||||||
Germany | 26,615 | 19,224 | 4% | 4% | ||||||||
U.K. | 23,916 | 20,614 | 4% | 4% | ||||||||
All Others (1) | 59,415 | 69,415 | 11% | 14% | ||||||||
Total | $ | 615,853 | $ | 470,519 | 100% | 100% | ||||||
(1) Represents countries with less than 3% of the total revenues each. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
NOTE L – Commitments and Contingencies | |
Purchase commitments – As of September 30, 2013, the Company had approximately $11 million in non-cancelable purchase contracts related to capital expenditures, primarily for manufacturing equipment in China. | |
Other commitments – During 2010, the Company entered into an investment agreement with the Management Committee of the Chengdu Hi-Tech Industrial Development Zone (the “CDHT”). Under this agreement, the Company agreed to form a joint venture with a Chinese partner, Chengdu Ya Guang Electronic Company Limited, to establish a semiconductor manufacturing facility for surface-mounted component production, assembly and test in Chengdu, China. This is a long-term, multi-year project that will provide additional capacity for the Company as needed. In order to qualify for certain financial incentives, the Company is obligated to contribute approximately $48 million to the joint venture by December 31, 2013. As of September 30, 2013, the Company has contributed approximately $25 million, primarily for capital expenditures. Any failure to meet any such requirements, delays or unforeseen circumstances may cause the Company to incur penalties or require it to contribute additional amounts or resources. | |
Contingencies - From time to time, the Company may be involved in a variety of legal matters that arise in the normal course of business. Based on information available, the Company evaluates the likelihood of potential outcomes. The Company records the appropriate liability when the amount is deemed probable and reasonably estimable. In addition, the Company does not accrue for estimated legal fees and other directly related costs as they are expensed as incurred. | |
The Company is currently a party to a purported stockholder derivative action in the United States District Court for the District of Delaware, entitled Scherer v. Keh-Shew Lu, Civil Action No. 1:13-cv-00358-UNA (D. Del. filed Mar. 5, 2013), on behalf of the Company against its directors, in which plaintiff alleges that (a) the Board approved awards of stock options to Dr. Keh-Shew Lu, our President and Chief Executive Officer, in 2009, 2010, 2011 and 2012 that exceeded the limitation on the number of shares of the Company's Common Stock that may be purchased upon the exercise of options granted to any person in any given year under the Company's 2001 Omnibus Equity Incentive Plan as amended by the stockholders on May 28, 2009; (b) the Company's disclosures in its 2010, 2011 and 2012 proxy statements regarding the limitation on the number of shares of the Company's Common Stock that may be purchased upon the exercise of options granted to any person in any given year under the Company's 2001 Omnibus Equity Incentive Plan as amended by the stockholders on May 28, 2009 were inaccurate; and (c) the Company's disclosures in its 2010, 2011 and 2012 proxy statements that the grants of stock options to Dr. Lu in 2009, 2010, 2011 and 2012 complied with the terms of the Company's 2001 Omnibus Equity Incentive Plan as amended by the stockholders on May 28, 2009 were incorrect. The Compensation Committee reviewed the grants of stock options to Dr. Lu in 2009, 2010, 2011 and 2012 (each such annual grant, an “Option Grant”), and approved a Confirmation Agreement, dated April 1, 2013, in which the Company and Dr. Lu agreed and confirmed that Dr. Lu will assert no claim that any Option Grant in 2009, 2010, 2011 or 2012 provided for the purchase of more than 100,000 shares of the Company's Common Stock, and that each Option Grant document be deemed amended to reflect the foregoing 100,000 share limitation. On April 3, 2013, defendants and the Company filed answers to the complaint. On May 8, 2013, defendants filed a motion for judgment on the pleadings dismissing the action on the ground that the claims are moot. On June 24, 2013, the Court approved the parties' stipulation providing for the withdrawal of the motion for judgment on the pleadings and the dismissal of the action as moot upon the filing and adjudication of plaintiff's motion for an award of attorney's fees and costs. On July 29, 2013, plaintiff filed a motion for an award of attorneys' fees and costs. On September 20, 2013, the Company filed its opposition to plaintiff's motion. On October 11, 2013, plaintiff filed her reply in further support of her motion. No hearing date has been set for this motion. | |
The Company is also currently a party to a putative securities class action in the United States District Court for the Eastern District of Texas, entitled Local 731 I.B. of T. Excavators and Pavers Pension Trust Fund v. Diodes, Inc., Civil Action No. 6:13-cv-00247 (E.D. Tex. filed Mar. 15, 2013), against the Company, Dr. Lu and Richard D. White. In this action, plaintiff purportedly on behalf of a class of investors who purchased the Company's Common Stock between February 9, 2011 and June 9, 2011, alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Securities and Exchange Commission Rule 10b-5 promulgated thereunder by making allegedly misleading public statements during the class period regarding the labor market in China and its impact on the Company's business and prospects. On June 14, 2013, the Court entered an order appointing Local 731 I.B. of T. Excavators and Pavers Pension Trust Fund as lead plaintiff and approved lead plaintiff's selection of Robbins Geller Rudman & Dowd as lead plaintiff's counsel and the Ward & Smith Law Firm as lead plaintiff's liaison counsel. On August 1, 2013, lead plaintiff filed an amended complaint reiterating the same claims for relief against the same defendants as asserted in the original complaint. On September 16, 2013, defendants filed a motion to dismiss the amended complaint. Lead plaintiff's opposition to defendants' motion to dismiss was filed on October 31, 2013. No hearing date has been set for this motion. Pursuant to the Private Securities Litigation Reform Act of 1995, all discovery and other proceedings are stayed pending a ruling on any motion to dismiss. The defendants intend to defend this action vigorously. |
Employee_Benefit_Plans
Employee Benefit Plans | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Employee Benefit Plans [Abstract] | ' | |||
Employee Benefit Plans [TextBlock] | ' | |||
NOTE M – Employee Benefit Plans | ||||
Defined Benefit Plan | ||||
The Company has a contributory defined benefit plan that covers certain employees in the United Kingdom (“U.K.”). The net pension and supplemental retirement benefit obligations and the related periodic costs are based on, among other things, assumptions regarding the discount rate, estimated return on plan assets and mortality rates. These obligations and related periodic costs are measured using actuarial techniques and assumptions. The projected unit credit method is the actuarial cost method used to compute the pension liabilities and related expenses. | ||||
For the nine months ended September 30, 2013, net periodic benefit costs associated with the defined benefit plan were approximately $0 million. | ||||
The following tables set forth the benefit obligation, the fair value of plan assets, and the funded status of the Company's plan (in thousands): | ||||
Defined Benefit Plan | ||||
Change in benefit obligation: | ||||
Balance at December 31, 2012 | $ | 124,751 | ||
Service cost | 232 | |||
Interest cost | 4,001 | |||
Actuarial gain | 7,286 | |||
Benefits paid | -5,814 | |||
Settlements | 237 | |||
Currency changes | -182 | |||
Benefit obligation at September 30, 2013 | $ | 130,511 | ||
Change in plan assets: | ||||
Fair value of plan assets at December 31, 2012 | $ | 106,898 | ||
Actual return on plan assets | 8,689 | |||
Employer contribution | 822 | |||
Benefits paid | -5,814 | |||
Currency changes | -222 | |||
Fair value of plan assets at September 30, 2013 | $ | 110,373 | ||
Underfunded status at September 30, 2013 | $ | -20,138 | ||
Based on an actuarial study performed as of September 30, 2013, the plan is underfunded and a liability is reflected in the Company's consolidated financial statements as a long-term liability. The weighted-average discount rate assumption used to determine benefit obligations as of September 30, 2013 was 4.6%. | ||||
The following are weighted-average assumptions were used to determine net periodic benefit costs for the nine months ended September 30, 2013: | ||||
Discount rate | 4.60% | |||
Expected long-term return on plan assets | 5.50% | |||
During the second quarter of 2012, the Company adopted a payment plan with the trustees of the defined benefit plan, in which the Company will pay approximately ₤2 million GBP (approximately $3 million based on a USD:GBP exchange rate of 1.6:1) every year from 2012 through 2019. | ||||
The Company also has pension plans in Asia for which the benefit obligation, fair value of the plan assets and the funded status amounts are deemed immaterial and therefore, are not included in the figures or assumptions above. | ||||
Deferred Compensation | ||||
The Company maintains a Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) for executive officers, key employees and members of the Board of Directors (the “Board”). The Deferred Compensation Plan allows eligible participants to defer the receipt of eligible compensation, including equity awards, until designated future dates. The Company offsets its obligations under the Deferred Compensation Plan by investing in the actual underlying investments. These investments are classified as trading securities and are carried at fair value. At September 30, 2013, these investments totaled approximately $3 million. All gains and losses in these investments are materially offset by corresponding gains and losses in the Deferred Compensation Plan liabilities. |
Related_Parties
Related Parties | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Related Parties [Abstract] | ' | |||||||||||
Related Parties [TextBlock] | ' | |||||||||||
NOTE N – Related Parties | ||||||||||||
The Company conducts business with two related companies, Lite-On Semiconductor Corporation and its subsidiaries and affiliates (collectively, “LSC”) and Keylink International (B.V.I.) Inc. and its subsidiaries and affiliates (collectively, “Keylink”). LSC owned approximately 18% of the Company's outstanding Common Stock as of September 30, 2013. Keylink is the Company's 5% joint venture partner in two of the Company's Shanghai manufacturing facilities. | ||||||||||||
The Audit Committee of the Company's Board reviews all related party arrangements for potential conflict of interest situations on an ongoing basis, in accordance with such procedures as the Audit Committee may adopt from time to time. | ||||||||||||
Lite-On Semiconductor Corporation – During both the nine months ended September 30, 2013 and 2012, the Company sold products to LSC totaling approximately 0% of the Company's net sales. For the nine months ended September 30, 2013 and 2012, approximately 5% and 3%, respectively, of the Company's net sales were from semiconductor products purchased from LSC for subsequent sale, making LSC one of the Company's largest suppliers. | ||||||||||||
Net sales to, and purchases from, LSC are as follows (in thousands): | ||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Net sales | $ | 190 | $ | 530 | $ | 589 | $ | 851 | ||||
Purchases | $ | 10,731 | $ | 9,317 | $ | 27,890 | $ | 25,736 | ||||
Keylink International (B.V.I.) Inc. – During the nine months ended September 30, 2013 and 2012, the Company sold products to Keylink totaling approximately 1% and 3% of the Company's net sales, respectively. For both the nine months ended September 30, 2013 and 2012, approximately 1% of the Company's net sales were from semiconductor products purchased from Keylink for subsequent sale. In addition, two of the Company's subsidiaries in China lease their manufacturing facilities from, and subcontract a portion of their manufacturing process (including, but not limited to, metal plating and environmental services) to Keylink. The Company also pays a consulting fee to Keylink. The aggregate amounts for these services for the nine months ended September 30, 2013 and 2012 were approximately $13 million and $12 million, respectively. | ||||||||||||
Net sales to, and purchases from, Keylink are as follows (in thousands): | ||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Net sales | $ | 2,638 | $ | 6,007 | $ | 8,387 | $ | 15,450 | ||||
Purchases | $ | 2,290 | $ | 2,125 | $ | 5,956 | $ | 6,252 | ||||
Accounts receivable from, and accounts payable to, LSC and Keylink are as follows (in thousands): | ||||||||||||
September 30, | December 31, | |||||||||||
2013 | 2012 | |||||||||||
Accounts receivable | ||||||||||||
LSC | $ | 212 | $ | 204 | ||||||||
Keylink | 5,231 | 10,457 | ||||||||||
$ | 5,443 | $ | 10,661 | |||||||||
Accounts payable | ||||||||||||
LSC | $ | 7,631 | $ | 5,308 | ||||||||
Keylink | 6,289 | 5,095 | ||||||||||
$ | 13,920 | $ | 10,403 |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | ||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
BASIC | |||||||||||||
Weighted average number of common shares outstanding | |||||||||||||
used in computing basic earnings per share | 46,605 | 45,997 | 46,260 | 45,702 | |||||||||
Net income attributable to common stockholders | $ | 13,619 | $ | 8,553 | $ | 20,328 | $ | 20,077 | |||||
Earnings per share attributable to common stockholders | $ | 0.29 | $ | 0.19 | $ | 0.44 | $ | 0.44 | |||||
DILUTED | |||||||||||||
Weighted average number of common shares outstanding | |||||||||||||
used in computing basic earnings per share | 46,605 | 45,997 | 46,260 | 45,702 | |||||||||
Add: Assumed exercise of stock options and stock awards | 1,418 | 998 | 1,324 | 1,199 | |||||||||
48,023 | 46,995 | 47,584 | 46,901 | ||||||||||
Net income attributable to common stockholders | $ | 13,619 | $ | 8,553 | $ | 20,328 | $ | 20,077 | |||||
Earnings per share attributable to common stockholders | $ | 0.28 | $ | 0.18 | $ | 0.43 | $ | 0.43 |
Business_Combination_Tables
Business Combination (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Business Combinations [Abstract] | ' | |||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | ' | |||||||||
Purchase price (cost of shares) | $ | 154,735 | ||||||||
Acquisition related costs (included in selling, general and administrative expenses) | 2,075 | |||||||||
Total purchase price | $ | 156,810 | ||||||||
Schedule of Purchase Price Allocation [Table Text Block] | ' | |||||||||
Changes in | ||||||||||
purchase price | ||||||||||
allocation | Revised | |||||||||
1-Mar-13 | recorded | 1-Mar-13 | ||||||||
purchase price | during third | purchase price | ||||||||
allocation | quarter of 2013 | allocation | ||||||||
Assets acquired: | ||||||||||
Cash and cash equivalents | $ | 29,819 | $ | - | $ | 29,819 | ||||
Accounts receivable, net | 20,862 | - | 20,862 | |||||||
Inventory | 42,909 | - | 42,909 | |||||||
Prepaid expenses and other current assets | 27,205 | - | 27,205 | |||||||
Property, plant and equipment, net | 99,716 | -326 | 99,390 | |||||||
Deferred tax assets | 1,612 | - | 1,612 | |||||||
Other long-term assets | 5,497 | - | 5,497 | |||||||
Other intangible assets | 17,200 | - | 17,200 | |||||||
Goodwill | 2,192 | 326 | 2,518 | |||||||
Total assets acquired | $ | 247,012 | $ | - | $ | 247,012 | ||||
Liabilities assumed: | ||||||||||
Lines of credit | $ | 17,336 | $ | - | $ | 17,336 | ||||
Accounts payable | 34,758 | - | 34,758 | |||||||
Accrued liabilities and other | 16,703 | - | 16,703 | |||||||
Deferred tax liability | 5,055 | - | 5,055 | |||||||
Other liabilities | 18,425 | - | 18,425 | |||||||
Total liabilities assumed | 92,277 | - | 92,277 | |||||||
Total net assets acquired, net of cash acquired | $ | 154,735 | $ | - | $ | 154,735 | ||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | |||||||||
Three Months Ended | Nine Months Ended | |||||||||
September 30, | September 30, | |||||||||
2012 | 2013 | 2012 | ||||||||
Net revenues | $ | 204,639 | $ | 636,954 | $ | 576,406 | ||||
Net income attributable to common stockholders | $ | 8,768 | $ | 21,039 | $ | 13,714 | ||||
Earnings per share—Basic | $ | 0.19 | $ | 0.45 | $ | 0.3 | ||||
Earnings per share—Diluted | $ | 0.19 | $ | 0.44 | $ | 0.29 |
Inventories_Tables
Inventories (Tables) | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Inventory Disclosure [Abstract] | ' | ||||||
Schedule Of Inventory Current [Table Text Block] | ' | ||||||
September 30, | December 31, | ||||||
2013 | 2012 | ||||||
Raw materials | $ | 78,291 | $ | 63,410 | |||
Work-in-progress | 46,677 | 30,564 | |||||
Finished goods | 69,352 | 59,319 | |||||
Total | $ | 194,320 | $ | 153,293 |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Schedule of Intangible Assets and Goodwill [Table Text Block] | ' | |||||||
Balance at December 31, 2012 | $ | 87,359 | ||||||
Acquisitions | 2,518 | |||||||
Currency exchange | -547 | |||||||
Balance at September 30, 2013 | $ | 89,330 | ||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Intangible assets subject to amortization: | ||||||||
Gross carrying amount | $ | 86,909 | $ | 69,707 | ||||
Accumulated amortization | -30,240 | -24,161 | ||||||
Currency exchange | -7,217 | -7,051 | ||||||
Net value | 49,452 | 38,495 | ||||||
Intangible assets with indefinite lives: | ||||||||
Gross carrying amount | 6,403 | 6,403 | ||||||
Currency exchange | -571 | -561 | ||||||
Total | 5,832 | 5,842 | ||||||
Total intangible assets, net | $ | 55,284 | $ | 44,337 |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Share Based Compensation [Abstract] | ' | |||||||||||
Schedule Of Share-Based Compensation Expense [Table Text Block] | ' | |||||||||||
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Cost of sales | $ | 136 | $ | 126 | $ | 385 | $ | 331 | ||||
Selling and administrative expense | 2,958 | 3,170 | 8,679 | 9,417 | ||||||||
Research and development expense | 398 | 299 | 989 | 931 | ||||||||
Total share-based compensation expense | $ | 3,492 | $ | 3,595 | $ | 10,053 | $ | 10,679 | ||||
Schedule Of Share Based Compensation Stock Options Activity [Table Text Block] | ' | |||||||||||
Stock Options | Shares (000) | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (yrs) | Aggregate Intrinsic Value ($000) | ||||||||
Outstanding at January 1, 2013 | 3,713 | $ | 17.85 | 5 | $ | 9,744 | ||||||
Granted | 186 | 23.35 | ||||||||||
Exercised | -310 | 7.43 | 5,334 | |||||||||
Forfeited or expired (1) | -420 | 20.34 | ||||||||||
Outstanding at September 30, 2013 | 3,169 | $ | 18.85 | 4 | $ | 20,164 | ||||||
Exercisable at September 30, 2013 | 2,542 | $ | 17.91 | 4 | $ | 18,369 | ||||||
Schedule Of Nonvested Restricted Stock Units Activity [Table Text Block] | ' | |||||||||||
Share Grants | Shares (000) | Weighted Average Grant-Date Fair Value | Aggregate Intrinsic Value ($000) | |||||||||
Non-vested at January 1, 2013 | 1,164 | $ | 20.42 | $ | ||||||||
Granted | 449 | 24.66 | ||||||||||
Vested | -319 | 20.09 | 6,415 | |||||||||
Forfeited | -43 | 21.24 | ||||||||||
Non-vested at September 30, 2013 | 1,251 | $ | 22.03 | $ | 28,186 |
Segment_Information_and_Enterp1
Segment Information and Enterprise-Wide Disclosure (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Segment Information and Enterprise-Wide Disclosure [Abstract] | ' | |||||||||||
Schedule Of Revenues From External Customers And Long Lived Assets By Geographical Areas [Table Text Block] | ' | |||||||||||
Three Months Ended | Asia | North America | Europe | Consolidated | ||||||||
30-Sep-13 | ||||||||||||
Total sales | $ | 205,505 | $ | 37,017 | $ | 50,041 | $ | 292,563 | ||||
Inter-company sales | -22,856 | -15,561 | -29,636 | -68,053 | ||||||||
Net sales | $ | 182,649 | $ | 21,456 | $ | 20,405 | $ | 224,510 | ||||
Three Months Ended | Asia | North America | Europe | Consolidated | ||||||||
30-Sep-12 | ||||||||||||
Total sales | $ | 149,695 | $ | 36,100 | $ | 36,462 | $ | 222,257 | ||||
Inter-company sales | -17,312 | -18,579 | -19,749 | -55,640 | ||||||||
Net sales | $ | 132,383 | $ | 17,521 | $ | 16,713 | $ | 166,617 | ||||
As Of And For The Nine Months Ended | Asia | North America | Europe | Consolidated | ||||||||
30-Sep-13 | ||||||||||||
Total sales | $ | 558,040 | $ | 109,078 | $ | 127,671 | $ | 794,789 | ||||
Inter-company sales | -57,752 | -50,985 | -70,199 | -178,936 | ||||||||
Net sales | $ | 500,288 | $ | 58,093 | $ | 57,472 | $ | 615,853 | ||||
Property, plant and equipment | $ | 274,630 | $ | 30,240 | $ | 23,932 | $ | 328,802 | ||||
Total assets | $ | 859,322 | $ | 149,820 | $ | 192,978 | $ | 1,202,120 | ||||
As Of And For The Nine Months Ended | Asia | North America | Europe | Consolidated | ||||||||
30-Sep-12 | ||||||||||||
Total sales | $ | 422,765 | $ | 101,902 | $ | 120,913 | $ | 645,580 | ||||
Inter-company sales | -57,364 | -49,624 | -68,073 | -175,061 | ||||||||
Net sales | $ | 365,401 | $ | 52,278 | $ | 52,840 | $ | 470,519 | ||||
Property, plant and equipment | $ | 190,408 | $ | 29,773 | $ | 26,397 | $ | 246,578 | ||||
Total assets | $ | 561,004 | $ | 133,192 | $ | 228,971 | $ | 923,167 | ||||
Schedule of Revenue by Countries [Table Text Block] | ' | |||||||||||
Net Sales | ||||||||||||
for the Three Months | Percentage of | |||||||||||
Ended September 30, | Net Sales | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
China | $ | 81,694 | $ | 58,353 | 36% | 35% | ||||||
Taiwan | 43,580 | 33,184 | 19% | 20% | ||||||||
Korea | 17,434 | 14,701 | 8% | 8% | ||||||||
United States | 15,443 | 15,856 | 7% | 10% | ||||||||
Switzerland | 13,679 | 14,151 | 6% | 8% | ||||||||
Singapore | 11,419 | 8,412 | 5% | 5% | ||||||||
Germany | 9,903 | 6,285 | 4% | 4% | ||||||||
U.K. | 5,207 | 7,636 | 3% | 5% | ||||||||
All Others (1) | 26,151 | 8,039 | 12% | 5% | ||||||||
Total | $ | 224,510 | $ | 166,617 | 100% | 100% | ||||||
Net Sales | ||||||||||||
for the Nine Months | Percentage of | |||||||||||
Ended September 30, | Net Sales | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
China | $ | 220,126 | $ | 120,787 | 36% | 26% | ||||||
Taiwan | 114,991 | 96,632 | 19% | 21% | ||||||||
Korea | 50,630 | 36,554 | 8% | 8% | ||||||||
Switzerland | 45,429 | 42,213 | 7% | 9% | ||||||||
United States | 40,212 | 45,192 | 6% | 10% | ||||||||
Singapore | 34,519 | 19,888 | 5% | 4% | ||||||||
Germany | 26,615 | 19,224 | 4% | 4% | ||||||||
U.K. | 23,916 | 20,614 | 4% | 4% | ||||||||
All Others (1) | 59,415 | 69,415 | 11% | 14% | ||||||||
Total | $ | 615,853 | $ | 470,519 | 100% | 100% |
Employee_Benefit_Plans_Tables
Employee Benefit Plans (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Employee Benefit Plans [Abstract] | ' | |||
Schedule of Changes in Fair Value of Plan Assets [Table Text Block] | ' | |||
Defined Benefit Plan | ||||
Change in benefit obligation: | ||||
Balance at December 31, 2012 | $ | 124,751 | ||
Service cost | 232 | |||
Interest cost | 4,001 | |||
Actuarial gain | 7,286 | |||
Benefits paid | -5,814 | |||
Settlements | 237 | |||
Currency changes | -182 | |||
Benefit obligation at September 30, 2013 | $ | 130,511 | ||
Change in plan assets: | ||||
Fair value of plan assets at December 31, 2012 | $ | 106,898 | ||
Actual return on plan assets | 8,689 | |||
Employer contribution | 822 | |||
Benefits paid | -5,814 | |||
Currency changes | -222 | |||
Fair value of plan assets at September 30, 2013 | $ | 110,373 | ||
Underfunded status at September 30, 2013 | $ | -20,138 | ||
Schedule of Assumptions Used [Table Text Block] | ' | |||
Discount rate | 4.60% | |||
Expected long-term return on plan assets | 5.50% |
Related_Parties_Tables
Related Parties (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Related Parties [Abstract] | ' | |||||||||||
Schedule of Related Party Transactions [Table Text Block] | ' | |||||||||||
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Net sales | $ | 190 | $ | 530 | $ | 589 | $ | 851 | ||||
Purchases | $ | 10,731 | $ | 9,317 | $ | 27,890 | $ | 25,736 | ||||
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Net sales | $ | 2,638 | $ | 6,007 | $ | 8,387 | $ | 15,450 | ||||
Purchases | $ | 2,290 | $ | 2,125 | $ | 5,956 | $ | 6,252 | ||||
September 30, | December 31, | |||||||||||
2013 | 2012 | |||||||||||
Accounts receivable | ||||||||||||
LSC | $ | 212 | $ | 204 | ||||||||
Keylink | 5,231 | 10,457 | ||||||||||
$ | 5,443 | $ | 10,661 | |||||||||
Accounts payable | ||||||||||||
LSC | $ | 7,631 | $ | 5,308 | ||||||||
Keylink | 6,289 | 5,095 | ||||||||||
$ | 13,920 | $ | 10,403 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share Reconciliation [Abstract] | ' | ' | ' | ' |
Weighted average number of common shares outstanding used in computing basic earnings per share | 46,605 | 45,997 | 46,260 | 45,702 |
Net income attributable to common stockholders | $13,619 | $8,553 | $20,328 | $20,077 |
Earnings per share attributable to common stockholders - basic | $0.29 | $0.19 | $0.44 | $0.44 |
Weighted Average Number of Shares Outstanding, Basic, Total | 46,605 | 45,997 | 46,260 | 45,702 |
Add: Assumed exercise of stock options and stock awards | 1,418 | 998 | 1,324 | 1,199 |
Diluted shares | 48,023 | 46,995 | 47,584 | 46,901 |
Net income attributable to common stockholders | $13,619 | $8,553 | $20,328 | $20,077 |
Earnings per share attributable to common stockholders - diluted | $0.28 | $0.18 | $0.43 | $0.43 |
Earnings Per Share Reconciliation Disclosure | ' | ' | 'Basic earnings per share is calculated by dividing net earnings by the weighted-average number of shares of Common Stock outstanding during the period. Diluted earnings per share is calculated similarly but includes potential dilution from the exercise of stock options and stock awards, except when the effect would be anti-dilutive. | ' |
Business_Combination_Details
Business Combination (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Mar. 31, 2013 | |
Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract] | ' | ' | ' | ' | ' |
Purchase price (cost of shares) | ' | $154,735,000 | ' | ' | ' |
Acquisition related costs (included in selling, general and administrative expenses) | ' | 2,075,000 | ' | ' | ' |
Total purchase price | ' | 156,810,000 | ' | ' | ' |
Business Acquisition, Pro Forma Information [Abstract] | ' | ' | ' | ' | ' |
Net revenues | 204,639,000 | 636,954,000 | 576,406,000 | ' | ' |
Net income | 8,768,000 | 21,039,000 | 13,714,000 | ' | ' |
Net income per common share-Basic | $0.19 | $0.45 | $0.30 | ' | ' |
Net income per common share-Diluted | $0.19 | $0.44 | $0.29 | ' | ' |
Business Acquisition, Pro Forma Information, Description | ' | 'The following unaudited pro forma consolidated results of operations for the quarters ended September 30, 2013 and 2012 have been prepared as if the acquisition of BCD had occurred at January 1, 2012, for each year The unaudited pro forma consolidated results of operations do not purport to be indicative of the results that would have been obtained if the above acquisition had actually occurred as of the dates indicated or of those results that may be obtained in the future. These unaudited pro forma consolidated results of operations were derived, in part, from the historical consolidated financial statements of BCD and other available information and assumptions believed to be reasonable under the circumstances. | ' | ' | ' |
Business Combinations [Abstract] | ' | ' | ' | ' | ' |
Business Acquisition, Name of Acquired Entity | ' | 'BCD Semiconductor Manufacturing Limited (“BCD”) | ' | ' | ' |
Business Acquisition, Effective Date of Acquisition | ' | 5-Mar-13 | ' | ' | ' |
Business Acquisition, Cost of Acquired Entity, Description of Purchase Price Components | ' | 'the Company completed the acquisition of all the outstanding ordinary shares, par value $0.001 per share, of BCD (the “Shares”), including Shares represented by American Depository Shares (“ADSs”), which were cancelled in exchange for the right to receive $1.33-1/3 in cash per Share, without interest. Each ADS represented six Shares and was converted into the right to receive $8.00 in cash, without interest. The aggregate consideration was approximately $155 million, excluding acquisition costs, fees and expenses. In addition, a $5 million retention plan for employees of BCD, payable at the 12, 18 and 24 month anniversaries of the acquisition, has been established. | ' | ' | ' |
Employee Retention Payable | ' | 5,000,000 | ' | ' | ' |
Business Acquisition, Period Results Included in Combined Entity | ' | '214 days | ' | ' | ' |
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | ' | 110,000,000 | ' | ' | ' |
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | ' | 3,000,000 | ' | ' | ' |
Business Combination, Reason for Business Combination | ' | 'The Company’s purpose in making this acquisition is to further its strategy of expanding its market and growth opportunities through select strategic acquisitions. This acquisition is expected to enhance the Company’s analog product portfolio by expanding its standard linear and power management offerings, including AC/DC and DC/DC solutions for power adapters and chargers, as well as other electronic products. BCD’s established presence in Asia, with a particularly strong local market position in China, offers the Company even greater penetration of the consumer, computing and communications markets. Likewise, the Company believes it can achieve increased market penetration for BCD’s products by leveraging the Company’s own global customer base and sales channels. In addition, BCD has in-house manufacturing capabilities in China, as well as a cost-effective development team that can be deployed across multiple product families. The Company also believes it will be able to apply its packaging capabilities and expertise to BCD’s products in order to improve cost efficiencies, utilization and product mix. | ' | ' | ' |
Business Acquisition, Purchase Price Allocation, Methodology | ' | 'The fair value of the significant identified intangible assets was estimated by using the market approach, income approach and cost approach valuation methodologies. Inputs used in the methodologies primarily included projected future cash flows, discounted at a rate commensurate with the risk involved. | ' | ' | ' |
Acquired Finite-lived Intangible Asset, Amount | ' | 17,000,000 | ' | ' | ' |
Acquired Finite-lived Intangible Asset, Residual Value | ' | 0 | ' | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ' | '6 years | ' | ' | ' |
Business Acquisition, Purchase Price Allocation, Goodwill, Expected Tax Deductible Amount, Description | ' | 'In addition, it is not anticipated that goodwill will be deductible for income tax purposes. | ' | ' | ' |
Acquired Inventory Reasonable Profit Allowance | ' | 'The Company evaluated and adjusted the acquired inventory for a reasonable profit allowance, which is intended to permit the Company to report only the profits normally associated with its activities following the acquisition as it relates to the work-in-progress and finished goods inventory. As such, the Company increased the inventory acquired from BCD by approximately $5 million, and recorded that increase into cost of goods sold, of which approximately $2 million was recorded in the first quarter of 2013 and $3 million was recorded in the second quarter of 2013 as the acquired work-in-progress and finished goods inventory was sold. | ' | ' | ' |
Acquired Inventory Adjustments | ' | 5,000,000 | ' | ' | ' |
Acquired Inventory Expenses To Cost Of Goods Sold | ' | ' | ' | 3,000,000 | 2,000,000 |
Business Combination, Acquired Receivables, Description | ' | 'The Company estimated the fair value of acquired receivables to be $21 million with a gross contractual amount of $21million. The Company expects to collect substantially all of the acquired receivables. | ' | ' | ' |
Business Combination, Acquired Receivables, Fair Value | ' | 21,000,000 | ' | ' | ' |
Business Combination, Acquired Receivables, Gross Contractual Amount | ' | 21,000,000 | ' | ' | ' |
Business Combination, Acquired Receivables, Estimated Uncollectible | ' | 0 | ' | ' | ' |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Description | ' | 'The step acquisition guidelines also require that the Company remeasure its preexisting investment in BCD at fair value, and recognize any gains or losses from such remeasurement. The fair value of the Company’s interest immediately before the closing date was $7 million, which resulted in the Company recognizing a non-cash gain of approximately $4 million within other income (expense) for the nine months ended September 31, 2013. The shares of BCD common stock were valued under the fair value hierarchy as a Level 1 Input. | ' | ' | ' |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | ' | 7,000,000 | ' | ' | ' |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Valuation Techniques | ' | 'The shares of BCD common stock were valued under the fair value hierarchy as a Level 1 Input. | ' | ' | ' |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | ' | 4,000,000 | ' | ' | ' |
Initial Purchase Price Allocation [Member] | ' | ' | ' | ' | ' |
Business Acquisition, Purchase Price Allocation [Abstract] | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | 29,819,000 | ' | ' | ' |
Accounts receivable, net | ' | 20,862,000 | ' | ' | ' |
Inventory | ' | 42,909,000 | ' | ' | ' |
Prepaid expenses and other current assets | ' | 27,205,000 | ' | ' | ' |
Property, plant and equipment, net | ' | 99,716,000 | ' | ' | ' |
Deferred tax assets | ' | 1,612,000 | ' | ' | ' |
Other long-term assets | ' | 5,497,000 | ' | ' | ' |
Other intangible assets | ' | 17,200,000 | ' | ' | ' |
Goodwill | ' | 2,192,000 | ' | ' | ' |
Total assets acquired | ' | 247,012,000 | ' | ' | ' |
Lines of credit | ' | 17,336,000 | ' | ' | ' |
Accounts payable | ' | 34,758,000 | ' | ' | ' |
Accrued liabilites and other | ' | 16,703,000 | ' | ' | ' |
Deferred tax liability | ' | 5,055,000 | ' | ' | ' |
Other liabilities | ' | 18,425,000 | ' | ' | ' |
Total liabilities assumed | ' | 92,277,000 | ' | ' | ' |
Total net assets acquired, net of cash acquired | ' | 154,735,000 | ' | ' | ' |
Purchase Price Allocation Adjustments [Member] | ' | ' | ' | ' | ' |
Business Acquisition, Purchase Price Allocation [Abstract] | ' | ' | ' | ' | ' |
Property, plant and equipment, net | ' | -326,000 | ' | ' | ' |
Goodwill | ' | 326,000 | ' | ' | ' |
Purchase Price Allocation [Member] | ' | ' | ' | ' | ' |
Business Acquisition, Purchase Price Allocation [Abstract] | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | 29,819,000 | ' | ' | ' |
Accounts receivable, net | ' | 20,862,000 | ' | ' | ' |
Inventory | ' | 42,909,000 | ' | ' | ' |
Prepaid expenses and other current assets | ' | 27,205,000 | ' | ' | ' |
Property, plant and equipment, net | ' | 99,390,000 | ' | ' | ' |
Deferred tax assets | ' | 1,612,000 | ' | ' | ' |
Other long-term assets | ' | 5,497,000 | ' | ' | ' |
Other intangible assets | ' | 17,200,000 | ' | ' | ' |
Goodwill | ' | 2,518,000 | ' | ' | ' |
Total assets acquired | ' | 247,012,000 | ' | ' | ' |
Lines of credit | ' | 17,336,000 | ' | ' | ' |
Accounts payable | ' | 34,758,000 | ' | ' | ' |
Accrued liabilites and other | ' | 16,703,000 | ' | ' | ' |
Deferred tax liability | ' | 5,055,000 | ' | ' | ' |
Other liabilities | ' | 18,425,000 | ' | ' | ' |
Total liabilities assumed | ' | 92,277,000 | ' | ' | ' |
Total net assets acquired, net of cash acquired | ' | $154,735,000 | ' | ' | ' |
Restricted_Cash_Details
Restricted Cash (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Restricted Cash and Investments [Abstract] | ' |
Restricted Cash and Cash Equivalent Item, Description | 'pledged as collateral for issuance of bank acceptance notes, letters of credit and forward contracts |
Restricted Cash and Cash Equivalents, Current | $5 |
Foreign_Currency_Foward_Contra1
Foreign Currency Foward Contracts (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Foreign Currency Derivatives [Abstract] | ' |
Types of Foreign Currency Derivatives Used | 'As a multinational company, the Company denominates sales transactions in a variety of currencies. In connection with the acquisition of BCD, the Company adopted forward exchange contracts, designated as foreign currency cash flow hedges, to reduce the potentially adverse effects of foreign currency exchange rate fluctuations. |
Description of Foreign Currency Derivative Activities | 'The Company uses these forward exchange contracts to hedge, thereby attempting to reduce the Company’s overall exposure to the effects of currency fluctuations on cash flows. The Company does not permit speculation in financial instruments for profit on the exchange rate price fluctuation, trading in currencies for which there are no underlying exposures, or entering into trades for any currency to intentionally increase the underlying exposure. |
Derivative Notional Amount | $61 |
Derivative Notional Outstanding Amount | 16 |
Maximum Remaining Maturity of Foreign Currency Derivatives | '92 days |
Discussion of Method of Measuring Fair Value of Foreign Currency Derivatives | 'The fair value of the outstanding derivative instruments contracts, classified within Level 2 of the fair value hierarchy |
Derivative Assets (Liabilities), at Fair Value, Net | 1 |
Description of Location of Foreign Currency Derivatives on Balance Sheet | 'recognized under other current assets in the condensed consolidated balance sheets |
Gain (Loss) on Foreign Currency Derivatives Recorded in Earnings, Net | $0 |
Description of Location of Gain (Loss) on Foreign Currency Derivative in Financial Statements | 'recognized under other income |
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Net [Abstract] | ' | ' |
Raw materials | $78,291 | $63,410 |
Work-in-progress | 46,677 | 30,564 |
Finished goods | 69,352 | 59,319 |
Total | $194,320 | $153,293 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Goodwill [Roll Forward] | ' | ' | ' | ' | ' |
Goodwill beginning balance | ' | ' | $87,359,000 | ' | ' |
Acquisitions | ' | ' | 2,518,000 | ' | ' |
Currency exchange | ' | ' | -547,000 | ' | ' |
Goodwill ending balance | 89,330,000 | ' | 89,330,000 | ' | ' |
FiniteLivedIntangibleAssetsNetAbstract | ' | ' | ' | ' | ' |
Gross carrying amount | 86,909,000 | ' | 86,909,000 | ' | 69,707,000 |
Accumulated amortization | -30,240,000 | ' | -30,240,000 | ' | -24,161,000 |
Currency exchange | -7,217,000 | ' | -7,217,000 | ' | -7,051,000 |
Net value | 49,452,000 | ' | 49,452,000 | ' | 38,495,000 |
Intangible assets with indefinite lives [Abstract] | ' | ' | ' | ' | ' |
Gross carrying amount | 6,403,000 | ' | 6,403,000 | ' | 6,403,000 |
Currency exchange | -571,000 | ' | -571,000 | ' | -561,000 |
Net value | 5,832,000 | ' | 5,832,000 | ' | 5,842,000 |
Total Intangible assets, net | 55,284,000 | ' | 55,284,000 | ' | 44,337,000 |
Amortization of Intangible Assets | $2,000,000 | $1,000,000 | $6,000,000 | $3,000,000 | ' |
Bank_Credit_Agreement_Details
Bank Credit Agreement (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Line of Credit Facility [Line Items] | ' |
Line of Credit Facility, Initiation Date | 8-Jan-13 |
Line of Credit Facility, Description | 'On January 8, 2013, the Company and Diodes International B.V. (the “Foreign Borrower” and collectively with the Company, the “Borrowers”) and certain subsidiaries of the Company as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with Bank of America and other participating lenders (collectively, the “Lenders”). |
Line of Credit Facility, Expiration Date | 8-Jan-18 |
Line of Credit Facility, Current Borrowing Capacity | $198 |
Revolving Credit Facility [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Line of Credit Facility, Maximum Borrowing Capacity | 300 |
Swing Line Sublimit [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Line of Credit Facility, Maximum Borrowing Capacity | 10 |
Letter Of Credit Sublimit [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Line of Credit Facility, Maximum Borrowing Capacity | 10 |
Alternative Currency Sublimit [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Line of Credit Facility, Maximum Borrowing Capacity | $20 |
Income_Tax_Provision_Details
Income Tax Provision (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Income Tax Provision [Abstract] | ' | ' | ' | ' | ' |
Income tax expense | $3,604,000 | $509,000 | $11,653,000 | $1,983,000 | ' |
Effective tax rate | ' | ' | 36.00% | 8.00% | 16.00% |
Domestic pre-tax income | ' | ' | -16,000,000 | -20,000,000 | ' |
Foreign pre-tax income | ' | ' | 48,000,000 | 44,000,000 | ' |
Tax holidays | ' | ' | 3,000,000 | 5,000,000 | ' |
Tax holidays basic EPS | ' | ' | $0.06 | $0.11 | ' |
Tax holidays diluted EPS | ' | ' | $0.06 | $0.11 | ' |
Unrecognized tax benefits | 28,000,000 | ' | 28,000,000 | ' | ' |
Estimated Annual Income Tax Rate Continuing Operations | ' | ' | 20.00% | ' | ' |
IncomeTaxExaminationLineItems | ' | ' | ' | ' | ' |
Income Tax Examination, Additional Tax from Examination | ' | ' | $5,000,000 | ' | ' |
InternalRevenueServiceIRSMember | ' | ' | ' | ' | ' |
IncomeTaxExaminationLineItems | ' | ' | ' | ' | ' |
Income Tax Examination, Description | ' | ' | 'During the second quarter of 2013, the Internal Revenue Service (“IRS”) commenced an examination of the Company’s U.S. federal income tax return for the 2010 tax year. The examination is ongoing, and the IRS has not proposed adjustments to any tax positions at this time. | ' | ' |
ForeignCountryMember | ' | ' | ' | ' | ' |
IncomeTaxExaminationLineItems | ' | ' | ' | ' | ' |
Income Tax Examination, Description | ' | ' | 'During 2012, the China government began an audit of the Company’s High and New Technology Enterprise (“HNTE”) status for its largest Chinese subsidiary for tax years 2009-2011 as part of an overall evaluation of the reduced tax rates provided to many high tech companies. This subsidiary has a reduced tax rate of 15%. In April 2013, the Company was notified by the China government that they had completed their tax audit and had concluded that the Company owed additional tax related to tax year 2011 in the amount of $5 million. This subsidiary has been approved for its HNTE status for the tax years 2012-2014. | ' | ' |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Share data in Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Share based compensation expense [Line Items] | ' | ' | ' | ' | ' |
Total share-based compensation expense | $3,492,000 | $3,595,000 | $10,053,000 | $10,679,000 | ' |
Cash proceeds received from stock option excercises | ' | ' | 2,000,000 | ' | ' |
Stock Option Expense | 1,000,000 | 1,000,000 | 3,000,000 | 4,000,000 | ' |
Unrecognized compensation expense [Line Items] | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Vested In Period Total Fair Value | ' | ' | 6,000,000 | ' | ' |
Restricted Stock Expense | 3,000,000 | 2,000,000 | 8,000,000 | 7,000,000 | ' |
Share Based Compensation Arrangment Roll Forward [Abstract] | ' | ' | ' | ' | ' |
Outstanding Beginning Shares | ' | ' | 3,713 | ' | ' |
Granted Shares | ' | ' | 186 | ' | ' |
Exercised Shares | ' | ' | -310 | ' | ' |
Forfeited or Expired Shares | ' | ' | -420 | ' | ' |
Outstanding Ending Shares | 3,169 | ' | 3,169 | ' | 3,713 |
Shares Exercisable | 2,542 | ' | 2,542 | ' | ' |
Outstanding Beginning Weighted Average Exercise Price | ' | ' | $17.85 | ' | ' |
Granted Weighted Average Exercise Price | ' | ' | $23.35 | ' | ' |
Exercised Weighted Average Exercise Price | ' | ' | $7.43 | ' | ' |
Forfeited or Expired Weighted Average Exercise Price | ' | ' | $20.34 | ' | ' |
Outstanding Ending Weighted Average Exercise Price | $18.85 | ' | $18.85 | ' | $17.85 |
Exercisable Weighted Average Exercise Price | $17.91 | ' | $17.91 | ' | ' |
Outstanding Beginning Weighted Average Remaining Contractual Term | ' | ' | '4 years | ' | '5 years |
Outstanding Ending Weighted Average Remaining Contractual Term | ' | ' | '4 years | ' | '5 years |
Exercisable Weighted Average Remaing Contractual Term | ' | ' | '4 years | ' | ' |
Outstanding Beginning Intrinsic Value | ' | ' | 9,744,000 | ' | ' |
Exercised Intrinsic Value | ' | ' | 5,334,000 | ' | ' |
Outstanding Ending Intrinsic Value | 20,164,000 | ' | 20,164,000 | ' | 9,744,000 |
Exercisable Intrinsic Value | 18,369,000 | ' | 18,369,000 | ' | ' |
Stock Options [Member] | ' | ' | ' | ' | ' |
Unrecognized compensation expense [Line Items] | ' | ' | ' | ' | ' |
Unrecognized share-based compensation expense | 7,000,000 | ' | 7,000,000 | ' | ' |
Unrecognized share-based compensaion expense - years | ' | ' | '3 years | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Method of Measuring Cost of Award, Vesting Period | ' | ' | '4 years | ' | ' |
Stock Options [Member] | Stock Option 2001 Plan [Member] | ' | ' | ' | ' | ' |
Unrecognized compensation expense [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Method of Measuring Cost of Award | ' | ' | 'expense was estimated on the date of grant using the Black-Scholes-Merton option pricing model. | ' | ' |
ShareBasedCompensationArrangementByShareBasedPaymentAwardDescription | ' | ' | 'Stock options under the Company’s 2001 Omnibus Equity Incentive Plan (“2001 Plan”) generally vest in equal annual installments over a four-year period and expire ten years after the grant date | ' | ' |
Stock Options [Member] | Stock Option 2013 Plan [Member] | ' | ' | ' | ' | ' |
Unrecognized compensation expense [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Method of Measuring Cost of Award, Vesting Period | ' | ' | '4 years | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Method of Measuring Cost of Award | ' | ' | 'expense was estimated on the date of grant using the Black-Scholes-Merton option pricing model | ' | ' |
ShareBasedCompensationArrangementByShareBasedPaymentAwardDescription | ' | ' | 'In May 2013, the Company’s stockholders approved the Company’s 2013 Equity Incentive Plan (“2013 Plan”). Since the approval of the 2013 Plan, all stock options have been granted under the 2013 Plan, and the Company will not grant any further stock options under its 2001 Plan. Stock options under the 2013 Plan generally vest in equal annual installments over a four-year period and expire eight years after the grant date | ' | ' |
Restricted Stock [Member] | ' | ' | ' | ' | ' |
Unrecognized compensation expense [Line Items] | ' | ' | ' | ' | ' |
Unrecognized share-based compensation expense | 23,000,000 | ' | 23,000,000 | ' | ' |
Unrecognized share-based compensaion expense - years | ' | ' | '3 years | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Method of Measuring Cost of Award, Vesting Period | ' | ' | '4 years | ' | ' |
Cost of Sales [Member] | ' | ' | ' | ' | ' |
Share based compensation expense [Line Items] | ' | ' | ' | ' | ' |
Total share-based compensation expense | 136,000 | 126,000 | 385,000 | 331,000 | ' |
Selling and Adminstrative Expense [Member] | ' | ' | ' | ' | ' |
Share based compensation expense [Line Items] | ' | ' | ' | ' | ' |
Total share-based compensation expense | 2,958,000 | 3,170,000 | 8,679,000 | 9,417,000 | ' |
Research and Development Expense [Member] | ' | ' | ' | ' | ' |
Share based compensation expense [Line Items] | ' | ' | ' | ' | ' |
Total share-based compensation expense | $398,000 | $299,000 | $989,000 | $931,000 | ' |
ShareBased_Compensation_2_Deta
Share-Based Compensation 2 (Details) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 |
Summary of the status of non vested share grants [Roll Forward] | ' |
Beginning balance nonvested | 1,164 |
Granted | 449 |
Vested | -319 |
Forfeited | -43 |
Ending balance nonvested | 1,251 |
Weighted-Average Grant-Date Fair Value and Aggregate Instrinsic Value [Roll Forward] | ' |
Beginning balance nonvested | $20.42 |
Granted | $24.66 |
Vested | $20.09 |
Forfeited | $21.24 |
Ending balance nonvested | $22.03 |
Beginning balance nonvested | ' |
Vested | $6,415,000 |
Ending balance nonvested | $28,186,000 |
Segment_Information_and_Enterp2
Segment Information and Enterprise-Wide Disclosure (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' | ' | ' |
Total sales | $292,563 | $222,257 | $794,789 | $645,580 | ' |
Inter-company sales | -68,053 | -55,640 | -178,936 | -175,061 | ' |
Net sales | 224,510 | 166,617 | 615,853 | 470,519 | ' |
Property, plant and equipment | 328,802 | 246,578 | 328,802 | 246,578 | 243,296 |
Total assets | 1,202,120 | 923,167 | 1,202,120 | 923,167 | 920,063 |
Percentage of net sales | 100.00% | 100.00% | 100.00% | 100.00% | ' |
Segment Reporting, Factors Used to Identify Entity's Reportable Segments | ' | ' | 'For financial reporting purposes, the Company operates in a single segment, standard semiconductor products, through the Company’s various manufacturing and distribution facilities. The Company aggregates its products because the products are similar and have similar economic characteristics, and the products are similar in production process and share the same customer type. | ' | ' |
Asia [Member] | ' | ' | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' | ' | ' |
Total sales | 205,505 | 149,695 | 558,040 | 422,765 | ' |
Inter-company sales | -22,856 | -17,312 | -57,752 | -57,364 | ' |
Net sales | 182,649 | 132,383 | 500,288 | 365,401 | ' |
Property, plant and equipment | 274,630 | 190,408 | 274,630 | 190,408 | ' |
Total assets | 859,322 | 561,004 | 859,322 | 561,004 | ' |
North America [Member] | ' | ' | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' | ' | ' |
Total sales | 37,017 | 36,100 | 109,078 | 101,902 | ' |
Inter-company sales | -15,561 | -18,579 | -50,985 | -49,624 | ' |
Net sales | 21,456 | 17,521 | 58,093 | 52,278 | ' |
Property, plant and equipment | 30,240 | 29,773 | 30,240 | 29,773 | ' |
Total assets | 149,820 | 133,192 | 149,820 | 133,192 | ' |
Europe [Member] | ' | ' | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' | ' | ' |
Total sales | 50,041 | 36,462 | 127,671 | 120,913 | ' |
Inter-company sales | -29,636 | -19,749 | -70,199 | -68,073 | ' |
Net sales | 20,405 | 16,713 | 57,472 | 52,840 | ' |
Property, plant and equipment | 23,932 | 26,397 | 23,932 | 26,397 | ' |
Total assets | 192,978 | 228,971 | 192,978 | 228,971 | ' |
China [Member] | ' | ' | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' | ' | ' |
Net sales | 81,694 | 58,353 | 220,126 | 120,787 | ' |
Percentage of net sales | 36.00% | 35.00% | 36.00% | 26.00% | ' |
Taiwan [Member] | ' | ' | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' | ' | ' |
Net sales | 43,580 | 33,184 | 114,991 | 96,632 | ' |
Percentage of net sales | 19.00% | 20.00% | 19.00% | 21.00% | ' |
United States [Member] | ' | ' | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' | ' | ' |
Net sales | 15,443 | 15,856 | 40,212 | 45,192 | ' |
Percentage of net sales | 7.00% | 10.00% | 6.00% | 10.00% | ' |
Korea [Member] | ' | ' | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' | ' | ' |
Net sales | 17,434 | 14,701 | 50,630 | 36,554 | ' |
Percentage of net sales | 8.00% | 8.00% | 8.00% | 8.00% | ' |
Switzerland [Member] | ' | ' | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' | ' | ' |
Net sales | 13,679 | 14,151 | 45,429 | 42,213 | ' |
Percentage of net sales | 6.00% | 8.00% | 7.00% | 9.00% | ' |
Germany [Member] | ' | ' | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' | ' | ' |
Net sales | 9,903 | 6,285 | 26,615 | 19,224 | ' |
Percentage of net sales | 4.00% | 4.00% | 4.00% | 4.00% | ' |
Singapore [Member] | ' | ' | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' | ' | ' |
Net sales | 11,419 | 8,412 | 34,519 | 19,888 | ' |
Percentage of net sales | 5.00% | 5.00% | 5.00% | 4.00% | ' |
England [Member] | ' | ' | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' | ' | ' |
Net sales | 5,207 | 7,636 | 23,916 | 20,614 | ' |
Percentage of net sales | 3.00% | 5.00% | 4.00% | 4.00% | ' |
All Others [Member] | ' | ' | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' | ' | ' |
Net sales | $26,151 | $8,039 | $59,415 | $69,415 | ' |
Percentage of net sales | 12.00% | 5.00% | 11.00% | 14.00% | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Commitments and Contingencies Disclosure [Abstract] | ' |
Purchase Commitments | $11 |
Other Commitments | 48 |
Other Commitment amounts paid | $25 |
Long-term Purchase Commitment, Description | 'During 2010, the Company entered into an investment agreement with the Management Committee of the Chengdu Hi-Tech Industrial Development Zone (the “CDHT”). Under this agreement, the Company agreed to form a joint venture with a Chinese partner, Chengdu Ya Guang Electronic Company Limited, to establish a semiconductor manufacturing facility for surface-mounted component production, assembly and test in Chengdu, China. This is a long-term, multi-year project that will provide additional capacity for the Company as needed. |
Long-term Purchase Commitment, Time Period | 'In order to qualify for certain financial incentives, the Company is obligated to contribute approximately $48 million to the joint venture by December 31, 2013. |
Description of Material Contingencies of Parent Company | 'Contingencies - From time to time, the Company may be involved in a variety of legal matters that arise in the normal course of business. Based on information available, the Company evaluates the likelihood of potential outcomes. The Company records the appropriate liability when the amount is deemed probable and reasonably estimable. In addition, the Company does not accrue for estimated legal fees and other directly related costs as they are expensed as incurred. The Company is currently a party to a purported stockholder derivative action in the United States District Court for the District of Delaware, entitled Scherer v. Keh-Shew Lu, Civil Action No. 1:13-cv-00358-UNA (D. Del. filed Mar. 5, 2013), on behalf of the Company against its directors, in which plaintiff alleges that (a) the Board approved awards of stock options to Dr. Keh-Shew Lu, our President and Chief Executive Officer, in 2009, 2010, 2011 and 2012 that exceeded the limitation on the number of shares of the Company’s Common Stock that may be purchased upon the exercise of options granted to any person in any given year under the Company’s 2001 Omnibus Equity Incentive Plan as amended by the stockholders on May 28, 2009; (b) the Company’s disclosures in its 2010, 2011 and 2012 proxy statements regarding the limitation on the number of shares of the Company’s Common Stock that may be purchased upon the exercise of options granted to any person in any given year under the Company’s 2001 Omnibus Equity Incentive Plan as amended by the stockholders on May 28, 2009 were inaccurate; and (c) the Company’s disclosures in its 2010, 2011 and 2012 proxy statements that the grants of stock options to Dr. Lu in 2009, 2010, 2011 and 2012 complied with the terms of the Company’s 2001 Omnibus Equity Incentive Plan as amended by the stockholders on May 28, 2009 were incorrect. The Compensation Committee reviewed the grants of stock options to Dr. Lu in 2009, 2010, 2011 and 2012 (each such annual grant, an “Option Grant”), and approved a Confirmation Agreement, dated April 1, 2013, in which the Company and Dr. Lu agreed and confirmed that Dr. Lu will assert no claim that any Option Grant in 2009, 2010, 2011 or 2012 provided for the purchase of more than 100,000 shares of the Company’s Common Stock, and that each Option Grant document be deemed amended to reflect the foregoing 100,000 share limitation. On April 3, 2013, defendants and the Company filed answers to the complaint. On May 8, 2013, defendants filed a motion for judgment on the pleadings dismissing the action on the ground that the claims are moot. On June 24, 2013, the Court approved the parties’ stipulation providing for the withdrawal of the motion for judgment on the pleadings and the dismissal of the action as moot upon the filing and adjudication of plaintiff’s motion for an award of attorney’s fees and costs. On July 29, 2013, plaintiff filed a motion for an award of attorneys’ fees and costs. On September 20, 2013, the Company filed its opposition to plaintiff’s motion. On October 11, 2013, plaintiff filed her reply in further support of her motion. No hearing date has been set for this motion. The Company is also currently a party to a putative securities class action in the United States District Court for the Eastern District of Texas, entitled Local 731 I.B. of T. Excavators and Pavers Pension Trust Fund v. Diodes, Inc., Civil Action No. 6:13-cv-00247 (E.D. Tex. filed Mar. 15, 2013), against the Company, Dr. Lu and Richard D. White. In this action, plaintiff purportedly on behalf of a class of investors who purchased the Company’s Common Stock between February 9, 2011 and June 9, 2011, alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Securities and Exchange Commission Rule 10b-5 promulgated thereunder by making allegedly misleading public statements during the class period regarding the labor market in China and its impact on the Company’s business and prospects. On June 14, 2013, the Court entered an order appointing Local 731 I.B. of T. Excavators and Pavers Pension Trust Fund as lead plaintiff and approved lead plaintiff’s selection of Robbins Geller Rudman & Dowd as lead plaintiff’s counsel and the Ward & Smith Law Firm as lead plaintiff’s liaison counsel. On August 1, 2013, lead plaintiff filed an amended complaint reiterating the same claims for relief against the same defendants as asserted in the original complaint. On September 16, 2013, defendants filed a motion to dismiss the amended complaint. Lead plaintiff’s opposition to defendants’ motion to dismiss was filed on October 31, 2013. No hearing date has been set for this motion. Pursuant to the Private Securities Litigation Reform Act of 1995, all discovery and other proceedings are stayed pending a ruling on any motion to dismiss. The defendants intend to defend this action vigorously. |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Change in Plan Assets [Roll Forward] | ' |
Discount rate | 4.60% |
Expected long-term return on plan assets | 5.50% |
Estimated Future Pension Benefit Payments [Abstract] | ' |
Defined Benefit Plan, Estimated Future Employer Contributions in Current Fiscal Year, Description | 'During the second quarter of 2012, the Company adopted a payment plan with the trustees of the defined benefit plan, in which the Company will pay approximately ₤2 million GBP (approximately $3 million based on a USD:GBP exchange rate of 1.6:1) every year from 2012 through 2019. |
Defined Benefit Plan, Expected Future Benefit Payments in Year One | $3,000,000 |
Defined Benefit Plan, Expected Future Benefit Payments in Year Two | 3,000,000 |
Defined Benefit Plan, Expected Future Benefit Payments in Year Three | 3,000,000 |
Defined Benefit Plan, Expected Future Benefit Payments in Year Four | 3,000,000 |
Defined Benefit Plan, Expected Future Benefit Payments in Year Five | 3,000,000 |
Defined Benefit Plan, Expected Future Benefit Payments in Three Fiscal Years Thereafter | 3,000,000 |
Employee Benefit Plans Additional Information [Abstract] | ' |
Net period benefit costs | 0 |
Deferred Compensation Plan Assets | 3,000,000 |
Defined Benefit Plans, General Information | 'The Company has a contributory defined benefit plan that covers certain employees in the United Kingdom (“U.K.”). The net pension and supplemental retirement benefit obligations and the related periodic costs are based on, among other things, assumptions regarding the discount rate, estimated return on plan assets and mortality rates. These obligations and related periodic costs are measured using actuarial techniques and assumptions. |
Defined Benefit Plan, Pension, Method to Determine Vested Benefit Obligation | 'The projected unit credit method is the actuarial cost method used to compute the pension liabilities and related expenses. |
Deferred Compensation Arrangements, Overall, Description | 'The Company maintains a Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) for executive officers, key employees and members of the Board of Directors (the “Board”). The Deferred Compensation Plan allows eligible participants to defer the receipt of eligible compensation, including equity awards, until designated future dates. The Company offsets its obligations under the Deferred Compensation Plan by investing in the actual underlying investments. These investments are classified as trading securities and are carried at fair value. At September 30, 2013, these investments totaled approximately $3 million. All gains and losses in these investments are materially offset by corresponding gains and losses in the Deferred Compensation Plan liabilities |
Pension Plans, Defined Benefit [Member] | ' |
Change in Benefit Obligation [Roll Forward] | ' |
Benefit obligation - beginning | 124,751,000 |
Service cost | 232,000 |
Interest cost | 4,001,000 |
Actuarial gain | 7,286,000 |
Benefits paid | -5,814,000 |
Settlements | 237,000 |
Currency changes | -182,000 |
Benefit obligation - ending | 130,511,000 |
Change in Plan Assets [Roll Forward] | ' |
Fair value of plan assets - beginning | 106,898,000 |
Actual return | 8,689,000 |
Employer contribution | 822,000 |
Benefits paid | -5,814,000 |
Currency changes | -222,000 |
Fair value of plan assets - ending | 110,373,000 |
Funded status | ($20,138,000) |
Weighted average discount rate benefit obligations | 4.60% |
Estimated Future Pension Benefit Payments [Abstract] | ' |
USD:GBP exchange rate | 0.625 |
Related_Parties_Details
Related Parties (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Lite On Semiconductor [Member] | ' | ' | ' | ' | ' |
Sales and Purchase Retated Parties [Line Items] | ' | ' | ' | ' | ' |
Related Party ownership of common stock | 18.00% | ' | 18.00% | ' | ' |
Percentage of net sales to related party | ' | ' | 0.00% | 0.00% | ' |
Sales from product from related party | ' | ' | 5.00% | 3.00% | ' |
Revenue from related parties | $190,000 | $530,000 | $589,000 | $851,000 | ' |
Purchases from related parties | 10,731,000 | 9,317,000 | 27,890,000 | 25,736,000 | ' |
Related party receivable or payable [Abstract] | ' | ' | ' | ' | ' |
Accounts receivable | 212,000 | ' | 212,000 | ' | 204,000 |
Accounts payable | 7,631,000 | ' | 7,631,000 | ' | 5,308,000 |
Related Party Transaction, Description of Transaction | ' | ' | 'LSC owned approximately 18% of the Company’s outstanding Common Stock as of September 30, 2013. | ' | ' |
Keylink [Member] | ' | ' | ' | ' | ' |
Sales and Purchase Retated Parties [Line Items] | ' | ' | ' | ' | ' |
Percentage of net sales to related party | ' | ' | 1.00% | 3.00% | ' |
Sales from product from related party | ' | ' | 1.00% | 1.00% | ' |
Revenue from related parties | 2,638,000 | 6,007,000 | 8,387,000 | 15,450,000 | ' |
Purchases from related parties | 2,290,000 | 2,125,000 | 5,956,000 | 6,252,000 | ' |
Related Party Transaction Consulting Fees From Transactions With Related Party | ' | ' | 13,000,000 | 12,000,000 | ' |
Related party receivable or payable [Abstract] | ' | ' | ' | ' | ' |
Accounts receivable | 5,231,000 | ' | 5,231,000 | ' | 10,457,000 |
Accounts payable | $6,289,000 | ' | $6,289,000 | ' | $5,095,000 |
Related Party Transaction, Description of Transaction | ' | ' | 'Keylink is the Company’s 5% joint venture partner in two of the Company’s Shanghai manufacturing facilities. | ' | ' |