Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 2-May-14 | |
Document And Entity Information [Abstract] | ' | ' |
Document type | '10-Q | ' |
Document period end date | 31-Mar-14 | ' |
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 | ' | 46,795,784 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
CONSOLIDATED_CONDENSED_BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $211,642 | $196,635 |
Short-term investments | 20,522 | 22,922 |
Accounts receivable, net | 175,604 | 192,267 |
Inventories | 176,693 | 180,396 |
Deferred income taxes, current | 9,684 | 10,513 |
Prepaid expenses and other | 49,232 | 47,352 |
Total current assets | 643,377 | 650,085 |
PROPERTY, PLANT AND EQUIPMENT, net | 315,817 | 322,013 |
DEFERRED INCOME TAXES, non current | 22,278 | 28,237 |
OTHER ASSETS | ' | ' |
Goodwill | 84,508 | 84,714 |
Intangible assets, net | 51,662 | 53,571 |
Other | 22,962 | 23,638 |
Total assets | 1,140,604 | 1,162,258 |
CURRENT LIABILITIES | ' | ' |
Lines of credit | 2,482 | 5,814 |
Accounts payable | 91,544 | 89,212 |
Accrued liabilities | 53,156 | 60,684 |
Income tax payable | 1,178 | 1,206 |
Total current liabilities | 148,360 | 156,916 |
LONG-TERM DEBT, net of current portion | 165,440 | 182,799 |
OTHER LONG-TERM LIABILITIES | 71,771 | 78,866 |
Total liabilities | 385,571 | 418,581 |
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; 46,728,209 and 46,680,973 issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 31,154 | 31,120 |
Additional paid-in capital | 293,136 | 289,668 |
Retained earnings | 436,530 | 426,328 |
Accumulated other comprehensive loss | -46,966 | -44,374 |
Total Diodes Incorporated stockholders' equity | 713,854 | 702,742 |
Noncontrolling interest | 41,179 | 40,935 |
Total equity | 755,033 | 743,677 |
Total liabilities and equity | $1,140,604 | $1,162,258 |
CONSOLIDATED_CONDENSED_BALANCE1
CONSOLIDATED CONDENSED BALANCE SHEETS (Parentheticals) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
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 | 46,728,209 | 46,680,973 |
Common stock shares outstanding | 46,728,209 | 46,680,973 |
CONSOLIDATED_CONDENSED_STATEME
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement Of Operations [Abstract] | ' | ' |
NET SALES | $209,986 | $176,964 |
COST OF GOODS SOLD | 148,405 | 130,781 |
Gross profit | 61,581 | 46,183 |
OPERATING EXPENSES | ' | ' |
Selling, general and administrative | 32,330 | 30,376 |
Research and development | 12,920 | 10,080 |
Other operating expenses | 1,988 | 1,951 |
Total operating expenses | 47,238 | 42,407 |
Income from operations | 14,343 | 3,776 |
OTHER INCOME (EXPENSES) | -1,350 | 521 |
Income before income taxes and noncontrolling interest | 12,993 | 4,297 |
INCOME TAX PROVISION | 2,547 | 6,574 |
NET INCOME (LOSS) | 10,446 | -2,277 |
Less: NET (INCOME) LOSS attributable to noncontrolling interest | -244 | 351 |
NET INCOME (LOSS) attributable to common stockholders | $10,202 | ($1,926) |
EARNINGS (LOSS) PER SHARE attributable to common stockholders | ' | ' |
Basic | $0.22 | ($0.04) |
Diluted | $0.21 | ($0.04) |
Number of shares used in computation | ' | ' |
Basic | 46,699 | 46,021 |
Diluted | 47,996 | 46,021 |
CONSOLIDATED_CONDENSED_STATEME1
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Comprehensive Income (Loss) | ' | ' |
Net income (loss) | $10,446 | ($2,277) |
Translation adjustment | -3,857 | -7,536 |
Unrealized gain (loss) on defined benefit plan, net of tax | 1,266 | -1,478 |
Comprehensive income (loss) | 7,855 | -11,291 |
Less: Comprehensive (income) loss attributable to noncontrolling interest | -244 | 351 |
Total comprehensive income (loss) attributable to common stockholders | $7,611 | ($10,940) |
CONSOLIDATED_CONDENSED_STATEME2
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net cash provided by operating activities | $46,118 | $31,328 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Acquisition, net of cash acquired | 0 | -124,916 |
Purchases of property, plant and equipment | -11,817 | -15,954 |
Proceeds from maturity of short-term investments | 2,315 | 0 |
Proceeds from sale of equity securities | 0 | 7,458 |
Other | 1,695 | 160 |
Net cash used by investing activities | -7,807 | -133,252 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Advances on line of credit | 2,094 | 3,510 |
Repayments on lines of credit | -5,337 | -25,088 |
Borrowings of long-term debt | 0 | 180,000 |
Repayments of long-term debt | -17,277 | -10,269 |
Net proceeds from issuance of common stock | 280 | 59 |
Other | -82 | -2,936 |
Net cash provided by (used by) financing activities | -20,322 | 145,276 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | -2,982 | -268 |
INCREASE IN CASH AND CASH EQUIVALENTS | 15,007 | 43,084 |
CASH AND CASH EQUIVALENTS, beginning of period | 196,635 | 157,121 |
CASH AND CASH EQUIVALENTS, end of period | 211,642 | 200,205 |
Non-cash financing activities: | ' | ' |
Property, plant and equipment purchased on accounts payable | -547 | 2,999 |
Acquisition: | ' | ' |
Fair value of assets acquired | 0 | 247,012 |
Liabilities assumed | 0 | 92,277 |
Cash acquired | 0 | -29,819 |
Net assets acquired | $0 | $124,916 |
Nature_of_Operations_Basis_of_
Nature of Operations, Basis of Presentation and Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2014 | |
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, 2013. 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 months ended March 31, 2014 are not necessarily indicative of the results that may be expected for other interim periods or the year ending December 31, 2014. The consolidated condensed financial data at December 31, 2013 is derived from audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 27, 2014. | |
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. For interim financial reporting purposes, income taxes are recorded based upon estimated annual effective income tax rates taking into consideration discrete items occurring in a quarter. | |
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 April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under ASU 2014-08, only disposals that represent a strategic shift that has (or will have) a major effect on the entity's results and operations would qualify as discontinued operations, which could include a disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity. ASU 2014-08 also expands the disclosure requirements for disposals of operations to include more information about assets, liabilities, income and expenses and requires entities to disclose information about disposals of individually significant components. ASU 2014-08 is effective in the first quarter of 2015, with early adoption permitted and could impact the Company's consolidated financial results in the event of a transaction as described above. | |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
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. 1,212 potentially dilutive shares were excluded from the diluted earnings per shares calculation for the three months ended March 31, 2013. | |||||||
The computation of basic and diluted earnings per common share is as follows (in thousands, except per share data): | |||||||
Three Months Ended | |||||||
March 31, | |||||||
2014 | 2013 | ||||||
BASIC | |||||||
Weighted average number of common shares outstanding | |||||||
used in computing basic earnings per share | 46,699 | 46,021 | |||||
Net income (loss) attributable to common stockholders | $ | 10,202 | $ | -1,926 | |||
Earnings (loss) per share attributable to common stockholders | $ | 0.22 | $ | -0.04 | |||
DILUTED | |||||||
Weighted average number of common shares outstanding | |||||||
used in computing basic earnings per share | 46,699 | 46,021 | |||||
Add: Assumed exercise of stock options and stock awards | 1,297 | - | |||||
47,996 | 46,021 | ||||||
Net income (loss) attributable to common stockholders | $ | 10,202 | $ | -1,926 | |||
Earnings (loss) per share attributable to common stockholders | $ | 0.21 | $ | -0.04 |
Inventories
Inventories | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Inventory Disclosure [Abstract] | ' | ||||||
Inventories [TextBlock] | ' | ||||||
NOTE C – Inventories | |||||||
Inventories stated at the lower of cost or market value are as follows (in thousands): | |||||||
March 31, | December 31, | ||||||
2014 | 2013 | ||||||
Raw materials | $ | 72,062 | $ | 69,878 | |||
Work-in-progress | 43,258 | 43,031 | |||||
Finished goods | 61,373 | 67,487 | |||||
Total | $ | 176,693 | $ | 180,396 |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Goodwill and Intangible Assets [TextBlock] | ' | |||||||
NOTE D – Goodwill and Intangible Assets | ||||||||
Changes in goodwill are as follows (in thousands): | ||||||||
Balance at December 31, 2013 | $ | 84,714 | ||||||
Translation adjustment | -206 | |||||||
Balance at March 31, 2014 | $ | 84,508 | ||||||
Intangible assets are as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Intangible assets subject to amortization: | ||||||||
Gross carrying amount | $ | 86,929 | $ | 86,925 | ||||
Accumulated amortization | -34,227 | -32,245 | ||||||
Translation adjustment | -6,949 | -7,000 | ||||||
Total | 45,753 | 47,680 | ||||||
Intangible assets with indefinite lives: | ||||||||
Gross carrying amount | 6,403 | 6,403 | ||||||
Translation adjustment | -494 | -512 | ||||||
Total | 5,909 | 5,891 | ||||||
Total intangible assets, net | $ | 51,662 | $ | 53,571 | ||||
Amortization expense related to intangible assets subject to amortization was approximately $2 million for both the three months ended March 31, 2014 and 2013. |
Income_Tax_Provision
Income Tax Provision | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Provision [Abstract] | ' |
Income Tax Provision [TextBlock] | ' |
NOTE E – Income Tax Provision | |
Income tax expense of approximately $3 million and $7 million was recorded for the three months ended March 31, 2014 and 2013, respectively. This resulted in an effective tax rate of 20% for the three months ended March 31, 2014, as compared to 153% in the same period last year and compared to 38% for the full year of 2013. The estimated annual tax rate for 2014 is expected to be approximately 20%, excluding discrete items. The effective tax rate for the three months ended March 31, 2013 includes a $6 million charge for discrete items during the quarter, primarily resulting from a tax audit by the China tax authorities. The Company's effective tax rates for the three months ended March 31, 2014 and 2013, 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 three months ended March 31, 2014, the Company reported domestic and foreign pre-tax income of approximately $2 million and $11 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 $1 million for both the three months ended March 31, 2014 and 2013. The benefit of the tax holidays on both basic and diluted earnings per share for the three months ended March 31, 2014 was approximately $0.02. The benefit of the tax holidays on both basic and diluted earnings per share for the three months ended March 31, 2013 was approximately $0.03. | |
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 March 31, 2014, the gross amount of unrecognized tax benefits was approximately $21 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 | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Share Based Compensation [Abstract] | ' | ||||||||||
Share-Based Compensation [TextBlock] | ' | ||||||||||
NOTE F – 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 | |||||||||||
March 31, | |||||||||||
2014 | 2013 | ||||||||||
Cost of sales | $ | 96 | $ | 123 | |||||||
Selling and administrative expense | 2,850 | 2,843 | |||||||||
Research and development expense | 273 | 290 | |||||||||
Total share-based compensation expense | $ | 3,219 | $ | 3,256 | |||||||
Stock Options. Stock options 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. | |||||||||||
The total net cash proceeds received from stock option exercises during the three months ended March 31, 2014 was approximately $0 million. Stock option expense was approximately $1 million for both the three months ended March 31, 2014 and 2013. | |||||||||||
A summary of the stock option grants 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, 2014 | 3,126 | $ | 18.93 | 4 | $ | 17,461 | |||||
Granted | - | - | |||||||||
Exercised | -41 | 9.7 | 560 | ||||||||
Forfeited or expired | -2 | 29.21 | |||||||||
Outstanding at March 31, 2014 | 3,083 | $ | 19.04 | 4 | $ | 23,126 | |||||
Exercisable at March 31, 2014 | 2,470 | $ | 18.14 | 3 | $ | 20,601 | |||||
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 March 31, 2014, total unrecognized share-based compensation expense related to unvested stock options, net of forfeitures, was approximately $5 million, before income taxes, and is expected to be recognized over a weighted average period of approximately 2 years. | |||||||||||
Share Grants. Restricted stock awards and restricted stock units generally vest in equal annual installments over a four-year period. | |||||||||||
Share grant expense for the three months ended March 31, 2014 and 2013 was approximately $2 million and $1 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, 2014 | 1,131 | $ | 22.35 | $ | 26,656 | ||||||
Granted | 3 | 22.9 | |||||||||
Vested | -7 | 23.34 | 150 | ||||||||
Forfeited | -4 | 23.13 | |||||||||
Non-vested at March 31, 2014 | 1,123 | $ | 22.34 | $ | 29,324 | ||||||
As of March 31, 2014, total unrecognized share-based compensation expense related to non-vested stock awards, net of forfeitures, was approximately $15 million, before income taxes, and is expected to be recognized over a weighted average period of approximately 2 years. |
Segment_Information_and_Enterp
Segment Information and Enterprise-Wide Disclosure | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Segment Information and Enterprise-Wide Disclosure [Abstract] | ' | |||||||||||
Segment Information and Enterprise-Wide Disclosure [TextBlock] | ' | |||||||||||
NOTE G – 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): | ||||||||||||
As of and for the Three Months Ended | Asia | North America | Europe | Consolidated | ||||||||
31-Mar-14 | ||||||||||||
Total sales | $ | 190,556 | $ | 35,597 | $ | 41,546 | $ | 267,699 | ||||
Inter-company sales | -23,285 | -14,737 | -19,691 | -57,713 | ||||||||
Net sales | $ | 167,271 | $ | 20,860 | $ | 21,855 | $ | 209,986 | ||||
Property, plant and equipment | $ | 264,038 | $ | 29,011 | $ | 22,768 | $ | 315,817 | ||||
Total assets | $ | 843,435 | $ | 121,094 | $ | 176,075 | $ | 1,140,604 | ||||
As of and for the Three Months Ended | Asia | North America | Europe | Consolidated | ||||||||
31-Mar-13 | ||||||||||||
Total sales | $ | 155,434 | $ | 34,808 | $ | 37,637 | $ | 227,879 | ||||
Inter-company sales | -16,024 | -15,401 | -19,490 | -50,915 | ||||||||
Net sales | $ | 139,410 | $ | 19,407 | $ | 18,147 | $ | 176,964 | ||||
Property, plant and equipment | $ | 283,840 | $ | 31,352 | $ | 22,981 | $ | 338,173 | ||||
Total assets | $ | 820,553 | $ | 142,025 | $ | 182,060 | $ | 1,144,638 | ||||
Geographic Information | ||||||||||||
Revenues were derived from (shipped to) customers located in the following countries (in thousands): | ||||||||||||
Net Sales | ||||||||||||
for the Three Months | Percentage of | |||||||||||
Ended March 31, | Net Sales | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
China | $ | 127,458 | $ | 107,644 | 61% | 61% | ||||||
Korea | 20,125 | 15,447 | 10% | 9% | ||||||||
United States | 19,641 | 17,416 | 9% | 10% | ||||||||
Germany | 14,827 | 11,028 | 7% | 6% | ||||||||
Singapore | 9,618 | 8,935 | 5% | 5% | ||||||||
Taiwan | 6,883 | 5,153 | 3% | 3% | ||||||||
All Others (1) | 11,434 | 11,341 | 5% | 6% | ||||||||
Total | $ | 209,986 | $ | 176,964 | 100% | 100% | ||||||
(1) Represents countries with less than 3% of the total revenues each. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
NOTE H – Commitments and Contingencies | |
Purchase commitments – As of March 31, 2014, the Company had approximately $11 million in non-cancelable purchase contracts related to capital expenditures, primarily for manufacturing equipment in China. | |
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), (the “Class Action”) 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. | |
On February 20, 2014, a purported stockholder derivative action was filed in the United States District Court for the Eastern District of Texas, entitled Persson v. Keh-Shew Lu, Case No. 4:14-cv-00108-RC-ALM (E.D. Tex. filed Feb. 20, 2014), on behalf of the Company against its directors, in which plaintiff alleges that the directors breached their fiduciary duties by allowing the Company to make allegedly misleading public statements in 2011 regarding the labor market in China and its impact on the Company's business and prospects, by failing to maintain internal controls and by selling shares of Diodes stock while allegedly in possession of material nonpublic information regarding the labor market in China and its impact on the Company's business and prospects. The complaint does not seek any damages or other relief from the Company. On March 3, 2014, defendants accepted service of the complaint in this action. On April 2, 2014, this action was transferred to the judge presiding over the Class Action. On April 3, 2014, the Court granted defendants' unopposed motion to extend their time to respond to the complaint to May 28, 2014. On April 17, 2014, the Court granted the parties' unopposed motion to stay this action until such time that the Court rules on defendants' motion to dismiss in the Class Action. The defendants intend to defend the action vigorously. |
Employee_Benefit_Plans
Employee Benefit Plans | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Employee Benefit Plans [Abstract] | ' | |||
Employee Benefit Plans [TextBlock] | ' | |||
NOTE I – 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 three months ended March 31, 2014, 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, 2013 | $ | 149,316 | ||
Service cost | 83 | |||
Interest cost | 1,710 | |||
Actuarial loss | -1,128 | |||
Benefits paid | -1,077 | |||
Currency changes | 993 | |||
Benefit obligation at March 31, 2014 | $ | 149,897 | ||
Change in plan assets: | ||||
Fair value of plan assets at December 31, 2013 | $ | 116,568 | ||
Actual return on plan assets | 1,582 | |||
Employer contribution | 331 | |||
Benefits paid | -1,077 | |||
Currency changes | 784 | |||
Fair value of plan assets at March 31, 2014 | $ | 118,188 | ||
Underfunded status at March 31, 2014 | $ | -31,709 | ||
Based on an actuarial study performed as of March 31, 2014, 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 March 31, 2014 was 4.6%. | ||||
The following weighted-average assumptions were used to determine net periodic benefit costs for the three months ended March 31, 2014: | ||||
Discount rate | 4.60% | |||
Expected long-term return on plan assets | 5.90% | |||
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. As part of the required pension review, which occurs every three years under the United Kingdom pension regulations, the Company is currently in discussions with trustees regarding future contributions for the pension scheme. | ||||
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 March 31, 2014, these investments totaled approximately $4 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 | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Related Parties [Abstract] | ' | ||||||
Related Parties [TextBlock] | ' | ||||||
NOTE J – 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 March 31, 2014. 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 three months ended March 31, 2014 and 2013, the Company sold products to LSC totaling approximately 0% of the Company's net sales. For the three months ended March 31, 2014 and 2013, approximately 2% and 1%, 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 | |||||||
March 31, | |||||||
2014 | 2013 | ||||||
Net sales | $ | 115 | $ | 103 | |||
Purchases | $ | 7,338 | $ | 7,509 | |||
Keylink International (B.V.I.) Inc. – During the three months ended March 31, 2014 and 2013, the Company sold products to Keylink totaling approximately 1% and 2% of the Company's net sales, respectively. For both the three months ended March 31, 2014 and 2013, approximately 0% 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 three months ended March 31, 2014 and 2013 were approximately $4 million and $4 million, respectively. | |||||||
Net sales to, and purchases from, Keylink are as follows (in thousands): | |||||||
Three Months Ended | |||||||
March 31, | |||||||
2014 | 2013 | ||||||
Net sales | $ | 2,264 | $ | 3,648 | |||
Purchases | $ | 1,646 | $ | 1,528 | |||
Accounts receivable from, and accounts payable to, LSC and Keylink are as follows (in thousands): | |||||||
March 31, | December 31, | ||||||
2014 | 2013 | ||||||
Accounts receivable | |||||||
LSC | $ | 97 | $ | 140 | |||
Keylink | 4,472 | 4,927 | |||||
$ | 4,569 | $ | 5,067 | ||||
Accounts payable | |||||||
LSC | $ | 5,084 | $ | 5,670 | |||
Keylink | 4,938 | 6,505 | |||||
$ | 10,022 | $ | 12,175 |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Earnings Per Share [Abstract] | ' | ||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||
Three Months Ended | |||||||
March 31, | |||||||
2014 | 2013 | ||||||
BASIC | |||||||
Weighted average number of common shares outstanding | |||||||
used in computing basic earnings per share | 46,699 | 46,021 | |||||
Net income (loss) attributable to common stockholders | $ | 10,202 | $ | -1,926 | |||
Earnings (loss) per share attributable to common stockholders | $ | 0.22 | $ | -0.04 | |||
DILUTED | |||||||
Weighted average number of common shares outstanding | |||||||
used in computing basic earnings per share | 46,699 | 46,021 | |||||
Add: Assumed exercise of stock options and stock awards | 1,297 | - | |||||
47,996 | 46,021 | ||||||
Net income (loss) attributable to common stockholders | $ | 10,202 | $ | -1,926 | |||
Earnings (loss) per share attributable to common stockholders | $ | 0.21 | $ | -0.04 |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Inventory Disclosure [Abstract] | ' | ||||||
Schedule Of Inventory Current [Table Text Block] | ' | ||||||
March 31, | December 31, | ||||||
2014 | 2013 | ||||||
Raw materials | $ | 72,062 | $ | 69,878 | |||
Work-in-progress | 43,258 | 43,031 | |||||
Finished goods | 61,373 | 67,487 | |||||
Total | $ | 176,693 | $ | 180,396 |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Schedule of Intangible Assets and Goodwill [Table Text Block] | ' | |||||||
Changes in goodwill are as follows (in thousands): | ||||||||
Balance at December 31, 2013 | $ | 84,714 | ||||||
Translation adjustment | -206 | |||||||
Balance at March 31, 2014 | $ | 84,508 | ||||||
Intangible assets are as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Intangible assets subject to amortization: | ||||||||
Gross carrying amount | $ | 86,929 | $ | 86,925 | ||||
Accumulated amortization | -34,227 | -32,245 | ||||||
Translation adjustment | -6,949 | -7,000 | ||||||
Total | 45,753 | 47,680 | ||||||
Intangible assets with indefinite lives: | ||||||||
Gross carrying amount | 6,403 | 6,403 | ||||||
Translation adjustment | -494 | -512 | ||||||
Total | 5,909 | 5,891 | ||||||
Total intangible assets, net | $ | 51,662 | $ | 53,571 |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Share Based Compensation [Abstract] | ' | ||||||||||
Schedule Of Share-Based Compensation Expense [Table Text Block] | ' | ||||||||||
Three Months Ended | |||||||||||
March 31, | |||||||||||
2014 | 2013 | ||||||||||
Cost of sales | $ | 96 | $ | 123 | |||||||
Selling and administrative expense | 2,850 | 2,843 | |||||||||
Research and development expense | 273 | 290 | |||||||||
Total share-based compensation expense | $ | 3,219 | $ | 3,256 | |||||||
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, 2014 | 3,126 | $ | 18.93 | 4 | $ | 17,461 | |||||
Granted | - | - | |||||||||
Exercised | -41 | 9.7 | 560 | ||||||||
Forfeited or expired | -2 | 29.21 | |||||||||
Outstanding at March 31, 2014 | 3,083 | $ | 19.04 | 4 | $ | 23,126 | |||||
Exercisable at March 31, 2014 | 2,470 | $ | 18.14 | 3 | $ | 20,601 | |||||
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, 2014 | 1,131 | $ | 22.35 | $ | 26,656 | ||||||
Granted | 3 | 22.9 | |||||||||
Vested | -7 | 23.34 | 150 | ||||||||
Forfeited | -4 | 23.13 | |||||||||
Non-vested at March 31, 2014 | 1,123 | $ | 22.34 | $ | 29,324 |
Segment_Information_and_Enterp1
Segment Information and Enterprise-Wide Disclosure (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Segment Information and Enterprise-Wide Disclosure [Abstract] | ' | |||||||||||
Schedule Of Revenues From External Customers And Long Lived Assets By Geographical Areas [Table Text Block] | ' | |||||||||||
As of and for the Three Months Ended | Asia | North America | Europe | Consolidated | ||||||||
31-Mar-14 | ||||||||||||
Total sales | $ | 190,556 | $ | 35,597 | $ | 41,546 | $ | 267,699 | ||||
Inter-company sales | -23,285 | -14,737 | -19,691 | -57,713 | ||||||||
Net sales | $ | 167,271 | $ | 20,860 | $ | 21,855 | $ | 209,986 | ||||
Property, plant and equipment | $ | 264,038 | $ | 29,011 | $ | 22,768 | $ | 315,817 | ||||
Total assets | $ | 843,435 | $ | 121,094 | $ | 176,075 | $ | 1,140,604 | ||||
As of and for the Three Months Ended | Asia | North America | Europe | Consolidated | ||||||||
31-Mar-13 | ||||||||||||
Total sales | $ | 155,434 | $ | 34,808 | $ | 37,637 | $ | 227,879 | ||||
Inter-company sales | -16,024 | -15,401 | -19,490 | -50,915 | ||||||||
Net sales | $ | 139,410 | $ | 19,407 | $ | 18,147 | $ | 176,964 | ||||
Property, plant and equipment | $ | 283,840 | $ | 31,352 | $ | 22,981 | $ | 338,173 | ||||
Total assets | $ | 820,553 | $ | 142,025 | $ | 182,060 | $ | 1,144,638 | ||||
Schedule of Revenue by Countries [Table Text Block] | ' | |||||||||||
Net Sales | ||||||||||||
for the Three Months | Percentage of | |||||||||||
Ended March 31, | Net Sales | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
China | $ | 127,458 | $ | 107,644 | 61% | 61% | ||||||
Korea | 20,125 | 15,447 | 10% | 9% | ||||||||
United States | 19,641 | 17,416 | 9% | 10% | ||||||||
Germany | 14,827 | 11,028 | 7% | 6% | ||||||||
Singapore | 9,618 | 8,935 | 5% | 5% | ||||||||
Taiwan | 6,883 | 5,153 | 3% | 3% | ||||||||
All Others (1) | 11,434 | 11,341 | 5% | 6% | ||||||||
Total | $ | 209,986 | $ | 176,964 | 100% | 100% |
Employee_Benefit_Plans_Tables
Employee Benefit Plans (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
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, 2013 | $ | 149,316 | ||
Service cost | 83 | |||
Interest cost | 1,710 | |||
Actuarial loss | -1,128 | |||
Benefits paid | -1,077 | |||
Currency changes | 993 | |||
Benefit obligation at March 31, 2014 | $ | 149,897 | ||
Change in plan assets: | ||||
Fair value of plan assets at December 31, 2013 | $ | 116,568 | ||
Actual return on plan assets | 1,582 | |||
Employer contribution | 331 | |||
Benefits paid | -1,077 | |||
Currency changes | 784 | |||
Fair value of plan assets at March 31, 2014 | $ | 118,188 | ||
Underfunded status at March 31, 2014 | $ | -31,709 | ||
Schedule of Assumptions Used [Table Text Block] | ' | |||
Discount rate | 4.60% | |||
Expected long-term return on plan assets | 5.90% |
Related_Parties_Tables
Related Parties (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Related Parties [Abstract] | ' | ||||||
Schedule of Related Party Transactions [Table Text Block] | ' | ||||||
Net sales to, and purchases from, LSC are as follows (in thousands): | |||||||
Three Months Ended | |||||||
March 31, | |||||||
2014 | 2013 | ||||||
Net sales | $ | 115 | $ | 103 | |||
Purchases | $ | 7,338 | $ | 7,509 | |||
Net sales to, and purchases from, Keylink are as follows (in thousands): | |||||||
Three Months Ended | |||||||
March 31, | |||||||
2014 | 2013 | ||||||
Net sales | $ | 2,264 | $ | 3,648 | |||
Purchases | $ | 1,646 | $ | 1,528 | |||
Accounts receivable from, and accounts payable to, LSC and Keylink are as follows (in thousands): | |||||||
March 31, | December 31, | ||||||
2014 | 2013 | ||||||
Accounts receivable | |||||||
LSC | $ | 97 | $ | 140 | |||
Keylink | 4,472 | 4,927 | |||||
$ | 4,569 | $ | 5,067 | ||||
Accounts payable | |||||||
LSC | $ | 5,084 | $ | 5,670 | |||
Keylink | 4,938 | 6,505 | |||||
$ | 10,022 | $ | 12,175 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share Reconciliation [Abstract] | ' | ' |
Weighted average number of common shares outstanding used in computing basic earnings per share | 46,699 | 46,021 |
Net income (loss) attributable to common stockholders | $10,202 | ($1,926) |
Earnings (loss) per share attributable to common stockholders | $0.22 | ($0.04) |
Weighted Average Number of Shares Outstanding, Basic, Total | 46,699 | 46,021 |
Add: Assumed exercise of stock options and stock awards | 1,297 | 0 |
Diluted shares | 47,996 | 46,021 |
Net income (loss) attributable to common stockholders | $10,202 | ($1,926) |
Earnings (loss) per share attributable to common stockholders | $0.21 | ($0.04) |
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. 1,212 potentially dilutive shares were excluded from the diluted earnings per shares calculation for the three months ended March 31, 2013. | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | ' | 1,212 |
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Net [Abstract] | ' | ' |
Raw materials | $72,062 | $69,878 |
Work-in-progress | 43,258 | 43,031 |
Finished goods | 61,373 | 67,487 |
Total | $176,693 | $180,396 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Goodwill [Roll Forward] | ' | ' | ' |
Goodwill beginning balance | $84,714,000 | ' | ' |
Translation adjustment | -206,000 | ' | ' |
Goodwill ending balance | 84,508,000 | ' | ' |
Finite-Lived Intangible Assets, Net [Abstract] | ' | ' | ' |
Gross carrying amount | 86,929,000 | ' | 86,925,000 |
Accumulated amortization | -34,227,000 | ' | -32,245,000 |
Translation adjustment | -6,949,000 | ' | -7,000,000 |
Total | 45,753,000 | ' | 47,680,000 |
Intangible assets with indefinite lives [Abstract] | ' | ' | ' |
Gross carrying amount | 6,403,000 | ' | 6,403,000 |
Translation adjustment | -494,000 | ' | -512,000 |
Net value | 5,909,000 | ' | 5,891,000 |
Total Intangible assets, net | 51,662,000 | ' | 53,571,000 |
Amortization of Intangible Assets | $2,000,000 | $2,000,000 | ' |
Income_Tax_Provision_Details
Income Tax Provision (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Income Tax Provision [Abstract] | ' | ' | ' |
Income tax expense | $2,547,000 | $6,574,000 | ' |
Effective tax rate | 20.00% | 153.00% | 38.00% |
Domestic pre-tax income | 2,000,000 | ' | ' |
Foreign pre-tax income | 11,000,000 | ' | ' |
Tax holidays | 1,000,000 | 1,000,000 | ' |
Tax holidays basic EPS | $0.02 | $0.03 | ' |
Tax holidays diluted EPS | $0.02 | $0.03 | ' |
Unrecognized tax benefits | $21,000,000 | ' | ' |
Estimated Annual Income Tax Rate Continuing Operations | 20.00% | ' | ' |
Income Tax Uncertainties [Abstract] | ' | ' | ' |
Significant Change in Unrecognized Tax Benefits, Nature of Event | '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. | ' | ' |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range Not Possible | '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. | ' | ' |
Internal Revenue Service (IRS) [Member] | ' | ' | ' |
Income Tax Examination [Line Items] | ' | ' | ' |
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. | ' | ' |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Share data in Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Share based compensation expense [Line Items] | ' | ' | ' |
Total share-based compensation expense | $3,219,000 | $3,256,000 | ' |
Cash proceeds received from stock option excercises | 0 | ' | ' |
Stock Option Expense | 1,000,000 | 1,000,000 | ' |
Unrecognized compensation expense [Line Items] | ' | ' | ' |
Restricted Stock Expense | 2,000,000 | 1,000,000 | ' |
Share Based Compensation Arrangment Roll Forward [Abstract] | ' | ' | ' |
Outstanding Beginning Shares | 3,126 | ' | ' |
Granted Shares | 0 | ' | ' |
Exercised Shares | -41 | ' | ' |
Forfeited or Expired Shares | -2 | ' | ' |
Outstanding Ending Shares | 3,083 | ' | 3,126 |
Shares Exercisable | 2,470 | ' | ' |
Outstanding Beginning Weighted Average Exercise Price | $18.93 | ' | ' |
Granted Weighted Average Exercise Price | $0 | ' | ' |
Exercised Weighted Average Exercise Price | $9.70 | ' | ' |
Forfeited or Expired Weighted Average Exercise Price | $29.21 | ' | ' |
Outstanding Ending Weighted Average Exercise Price | $19.04 | ' | $18.93 |
Exercisable Weighted Average Exercise Price | $18.14 | ' | ' |
Outstanding Beginning Weighted Average Remaining Contractual Term | '4 years | ' | '4 years |
Outstanding Ending Weighted Average Remaining Contractual Term | '4 years | ' | '4 years |
Exercisable Weighted Average Remaing Contractual Term | '3 years | ' | ' |
Outstanding Beginning Intrinsic Value | 17,461,000 | ' | ' |
Exercised Intrinsic Value | 560,000 | ' | ' |
Outstanding Ending Intrinsic Value | 23,126,000 | ' | 17,461,000 |
Exercisable Intrinsic Value | 20,601,000 | ' | ' |
Stock Options [Member] | ' | ' | ' |
Unrecognized compensation expense [Line Items] | ' | ' | ' |
Unrecognized share-based compensation expense | 5,000,000 | ' | ' |
Unrecognized share-based compensaion expense - years | '2 years | ' | ' |
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 | 'Stock options generally vest in equal annual installments over a four-year period and expire eight 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 | ' | ' |
Restricted Stock [Member] | ' | ' | ' |
Unrecognized compensation expense [Line Items] | ' | ' | ' |
Unrecognized share-based compensation expense | 15,000,000 | ' | ' |
Unrecognized share-based compensaion expense - years | '2 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 | 96,000 | 123,000 | ' |
Selling and Adminstrative Expense [Member] | ' | ' | ' |
Share based compensation expense [Line Items] | ' | ' | ' |
Total share-based compensation expense | 2,850,000 | 2,843,000 | ' |
Research and Development Expense [Member] | ' | ' | ' |
Share based compensation expense [Line Items] | ' | ' | ' |
Total share-based compensation expense | $273,000 | $290,000 | ' |
ShareBased_Compensation_2_Deta
Share-Based Compensation 2 (Details) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 |
Summary of the status of non vested share grants [Roll Forward] | ' |
Beginning balance nonvested | 1,131 |
Granted | 3 |
Vested | -7 |
Forfeited | -4 |
Ending balance nonvested | 1,123 |
Weighted-Average Grant-Date Fair Value and Aggregate Instrinsic Value [Roll Forward] | ' |
Beginning balance nonvested | $22.35 |
Granted | $22.90 |
Vested | $23.34 |
Forfeited | $23.13 |
Ending balance nonvested | $22.34 |
Beginning balance nonvested | $26,656,000 |
Vested | $150,000 |
Ending balance nonvested | $29,324,000 |
Segment_Information_and_Enterp2
Segment Information and Enterprise-Wide Disclosure (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' |
Total sales | $267,699 | $227,879 | ' |
Inter-company sales | -57,713 | -50,915 | ' |
Net sales | 209,986 | 176,964 | ' |
Property, plant and equipment | 315,817 | 338,173 | 322,013 |
Total assets | 1,140,604 | 1,144,638 | 1,162,258 |
Percentage of net sales | 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 | 190,556 | 155,434 | ' |
Inter-company sales | -23,285 | -16,024 | ' |
Net sales | 167,271 | 139,410 | ' |
Property, plant and equipment | 264,038 | 283,840 | ' |
Total assets | 843,435 | 820,553 | ' |
North America [Member] | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' |
Total sales | 35,597 | 34,808 | ' |
Inter-company sales | -14,737 | -15,401 | ' |
Net sales | 20,860 | 19,407 | ' |
Property, plant and equipment | 29,011 | 31,352 | ' |
Total assets | 121,094 | 142,025 | ' |
Europe [Member] | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' |
Total sales | 41,546 | 37,637 | ' |
Inter-company sales | -19,691 | -19,490 | ' |
Net sales | 21,855 | 18,147 | ' |
Property, plant and equipment | 22,768 | 22,981 | ' |
Total assets | 176,075 | 182,060 | ' |
China [Member] | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' |
Net sales | 127,458 | 107,644 | ' |
Percentage of net sales | 61.00% | 61.00% | ' |
Taiwan [Member] | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' |
Net sales | 6,883 | 5,153 | ' |
Percentage of net sales | 3.00% | 3.00% | ' |
United States [Member] | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' |
Net sales | 19,641 | 17,416 | ' |
Percentage of net sales | 9.00% | 10.00% | ' |
Korea [Member] | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' |
Net sales | 20,125 | 15,447 | ' |
Percentage of net sales | 10.00% | 9.00% | ' |
Germany [Member] | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' |
Net sales | 14,827 | 11,028 | ' |
Percentage of net sales | 7.00% | 6.00% | ' |
Singapore [Member] | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' |
Net sales | 9,618 | 8,935 | ' |
Percentage of net sales | 5.00% | 5.00% | ' |
All Others [Member] | ' | ' | ' |
Segment Reporting Revenue Reconciling [Line Items] | ' | ' | ' |
Net sales | $11,434 | $11,341 | ' |
Percentage of net sales | 5.00% | 6.00% | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ' |
Purchase Commitments | 11 |
Stockholder Derivative Action 1 [Member] | ' |
Loss Contingencies [Line Items] | ' |
Loss Contingency, Lawsuit Filing Date | 'Mar. 5, 2013 |
Loss Contingency, Name of Defendant | 'Keh-Shew Lu |
Loss Contingency, Name of Plaintiff | 'Scherer |
Loss Contingency, Allegations | '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. |
Putative Securities Class Action [Member] | ' |
Loss Contingencies [Line Items] | ' |
Loss Contingency, Lawsuit Filing Date | 'Mar. 15, 2013 |
Loss Contingency, Name of Defendant | 'Diodes, Inc. |
Loss Contingency, Name of Plaintiff | 'Local 731 I.B. of T. Excavators and Pavers Pension Trust Fund |
Loss Contingency, Allegations | '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. |
Stockholder Derivative Action 2 [Member] | ' |
Loss Contingencies [Line Items] | ' |
Loss Contingency, Lawsuit Filing Date | 'Feb. 20, 2014 |
Loss Contingency, Name of Defendant | 'Keh-Shew Lu |
Loss Contingency, Name of Plaintiff | 'Persson |
Loss Contingency, Allegations | 'on behalf of the Company against its directors, in which plaintiff alleges that the directors breached their fiduciary duties by allowing the Company to make allegedly misleading public statements in 2011 regarding the labor market in China and its impact on the Company’s business and prospects, by failing to maintain internal controls and by selling shares of Diodes stock while allegedly in possession of material nonpublic information regarding the labor market in China and its impact on the Company’s business and prospects. |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Change in Plan Assets [Roll Forward] | ' |
Discount rate | 4.60% |
Expected long-term return on plan assets | 5.90% |
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. As part of the required pension review, which occurs every three years under the United Kingdom pension regulations, the Company is currently in discussions with trustees regarding future contributions for the pension scheme. |
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 | 4,000,000 |
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 March 31, 2014, these investments totaled approximately $4 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 | 149,316,000 |
Service cost | 83,000 |
Interest cost | 1,710,000 |
Actuarial gain | -1,128,000 |
Benefits paid | -1,077,000 |
Currency changes | 993,000 |
Benefit obligation - ending | 149,897,000 |
Change in Plan Assets [Roll Forward] | ' |
Fair value of plan assets - beginning | 116,568,000 |
Actual return | 1,582,000 |
Employer contribution | 331,000 |
Benefits paid | -1,077,000 |
Currency changes | 784,000 |
Fair value of plan assets - ending | 118,188,000 |
Funded status | ($31,709,000) |
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 | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Lite On Semiconductor [Member] | ' | ' | ' |
Sales and Purchase Retated Parties [Line Items] | ' | ' | ' |
Related Party ownership of common stock | 18.00% | ' | ' |
Percentage of net sales to related party | 0.00% | 0.00% | ' |
Sales from product from related party | 2.00% | 1.00% | ' |
Revenue from related parties | $115,000 | $103,000 | ' |
Purchases from related parties | 7,338,000 | 7,509,000 | ' |
Related party receivable or payable [Abstract] | ' | ' | ' |
Accounts receivable | 97,000 | ' | 140,000 |
Accounts payable | 5,084,000 | ' | 5,670,000 |
Related Party Transaction, Description of Transaction | 'LSC owned approximately 18% of the Company’s outstanding Common Stock as of March 31, 2014. | ' | ' |
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 | 0.00% | 0.00% | ' |
Revenue from related parties | 2,264,000 | 3,648,000 | ' |
Purchases from related parties | 1,646,000 | 1,528,000 | ' |
Related Party Transaction Consulting Fees From Transactions With Related Party | 4,000,000 | 4,000,000 | ' |
Related party receivable or payable [Abstract] | ' | ' | ' |
Accounts receivable | 4,472,000 | ' | 4,927,000 |
Accounts payable | $4,938,000 | ' | $6,505,000 |
Related Party Transaction, Description of Transaction | 'Keylink is the Company’s 5% joint venture partner in two of the Company’s Shanghai manufacturing facilities. | ' | ' |