Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 23, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document type | 10-K | ||
Document period end date | Dec. 31, 2015 | ||
Amendment flag | false | ||
Entity registrant name | DIODES INC /DEL/ | ||
Entity central index key | 29,002 | ||
Entity current reporting status | Yes | ||
Entity voluntary filers | No | ||
Current fiscal year end date | --12-31 | ||
Entity filer category | Large Accelerated Filer | ||
Entity well known seasoned issuer | Yes | ||
Entity common stock shares outstanding | 48,296,613 | ||
Entity public float | $ 927,677,673 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | DIOD |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 218,435 | $ 243,000 |
Short-term investments | 64,685 | 11,726 |
Accounts receivable, net of allowances of $2,625 and $1,682 at December 31, 2015 and December 31, 2014, respectively. | 218,496 | 188,248 |
Inventories | 202,832 | 182,026 |
Prepaid expenses and other | 46,103 | 50,510 |
Total current assets | 750,551 | 675,510 |
Property, plant and equipment, net | 439,340 | 309,931 |
Deferred income assets | 45,120 | 43,845 |
Goodwill | 132,913 | 81,229 |
Intangible assets, net | 196,409 | 45,028 |
Other assets | 36,697 | 23,614 |
Total assets | 1,601,030 | 1,179,157 |
Current liabilities | ||
Lines of credit and short-term debt | 1,064 | |
Accounts payable | 86,463 | 79,390 |
Accrued liabilities | 77,801 | 60,149 |
Income tax payable | 5,117 | 8,381 |
Current portion of long-term debt | 10,282 | 287 |
Total current liabilities | 179,663 | 149,271 |
Long-term debt, net of current portion | 455,941 | 140,787 |
Deferred tax liabilities | 32,276 | |
Other long-term liabilities | 90,153 | 78,932 |
Total liabilities | $ 758,033 | $ 368,990 |
Commitments and contingencies - (Note 15) | ||
Stockholders' equity | ||
Preferred stock - par value $1.00 per share; 1,000,000 shares authorized; no shares issued or outstanding | ||
Common stock - par value $0.66 2/3 per share; 70,000,000 shares authorized; 48,614,087 and 47,591,092 issued at December 31, 2015 and 2014, respectively | $ 32,404 | $ 31,729 |
Additional paid-in capital | 344,086 | 314,942 |
Retained earnings | 514,280 | 490,006 |
Treasury stock, at cost, 466,010 shares held at December 31, 2015 | (11,009) | |
Accumulated other comprehensive loss | (84,416) | (68,402) |
Total stockholders' equity | 795,345 | 768,275 |
Noncontrolling interest | 47,652 | 41,892 |
Total equity | 842,997 | 810,167 |
Total liabilities and stockholders' equity | $ 1,601,030 | $ 1,179,157 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 2,625 | $ 1,682 |
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 | $ 0.666 | $ 0.666 |
Common stock shares authorized | 70,000,000 | 70,000,000 |
Common stock shares issued | 48,614,087 | 47,591,092 |
Treasury stock, shares | 466,010 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Net sales | $ 848,904 | $ 890,651 | $ 826,846 |
Cost of goods sold | 600,321 | 613,372 | 589,010 |
Gross profit | 248,583 | 277,279 | 237,836 |
Operating expenses | |||
Selling, general and administrative | 139,245 | 133,701 | 132,106 |
Research and development | 57,027 | 52,136 | 48,302 |
Amortization of acquisition related intangible assets | 8,596 | 7,914 | 8,078 |
Impairment of goodwill | 5,318 | ||
Restructuring | 1,535 | ||
Loss (gain) on sale of assets | 1,613 | (983) | 216 |
Total operating expenses | 206,481 | 192,768 | 195,555 |
Income from operations | 42,102 | 84,511 | 42,281 |
Other income/(expense) | |||
Interest income | 1,006 | 1,470 | 1,274 |
Interest expense | (4,232) | (4,332) | (5,580) |
Gain on securities carried at fair value | 400 | 1,364 | 601 |
Other | 1,319 | 2,979 | 9 |
Total other income (expenses) | (1,507) | 1,481 | (3,696) |
Income before income taxes and noncontrolling interest | 40,595 | 85,992 | 38,585 |
Income tax provision | 14,082 | 20,359 | 14,481 |
Net income | 26,513 | 65,633 | 24,104 |
Less net (income) loss attributable to noncontrolling interest | (2,239) | (1,955) | 2,428 |
Net income attributable to common stockholders | $ 24,274 | $ 63,678 | $ 26,532 |
Earnings per share attributable to common stockholders | |||
Basic | $ 0.50 | $ 1.35 | $ 0.57 |
Diluted | $ 0.49 | $ 1.31 | $ 0.56 |
Number of shares used in computation | |||
Basic | 48,210 | 47,184 | 46,363 |
Diluted | 49,500 | 48,594 | 47,658 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | |||
Net income | $ 26,513 | $ 65,633 | $ 24,104 |
Foreign currency translation adjustment | (19,996) | (15,705) | 6,671 |
Unrealized gain (loss) on defined benefit plan, net of tax | 4,399 | (7,555) | (16,971) |
Unrealized foreign currency loss, net of tax | (417) | (768) | (218) |
Comprehensive income | 10,499 | 41,605 | 13,586 |
Less: Comprehensive (income) loss attributable to noncontrolling interest | (2,239) | (1,955) | 2,428 |
Total comprehensive income attributable to common stockholders | $ 8,260 | $ 39,650 | $ 16,014 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid In Capital | Retained Earnings | Accumulated Other Comprehensive Income | Parent | Noncontrolling Interest |
BALANCE at Dec. 31, 2012 | $ 720,440 | $ 30,674 | $ 280,571 | $ 399,796 | $ (33,856) | $ 677,185 | $ 43,255 | |
Common stock shares beginning at Dec. 31, 2012 | 46,011,000 | |||||||
Total comprehensive income | 13,586 | 26,532 | (10,518) | 16,014 | (2,428) | |||
Acquisition of noncontrolling interest | 108 | 108 | ||||||
Common stock issued for share-based plans | 2,635 | $ 446 | 2,189 | 2,635 | ||||
Common stock issued for share-based plans, shares | 670,000 | |||||||
Net excess tax benefit from share-based compensation | (6,643) | (6,643) | (6,643) | |||||
Share-based compensation | 13,551 | 13,551 | 13,551 | |||||
BALANCE at Dec. 31, 2013 | 743,677 | $ 31,120 | 289,668 | 426,328 | (44,374) | 702,742 | 40,935 | |
Common stock shares ending at Dec. 31, 2013 | 46,681,000 | |||||||
Total comprehensive income | 41,605 | 63,678 | (24,028) | 39,650 | 1,955 | |||
Acquisition of noncontrolling interest | 338 | 338 | ||||||
Dividend to noncontrolling interest | (1,336) | (1,336) | ||||||
Common stock issued for share-based plans | 5,761 | $ 609 | 5,152 | 5,761 | ||||
Common stock issued for share-based plans, shares | 910,000 | |||||||
Net excess tax benefit from share-based compensation | 6,018 | 6,018 | 6,018 | |||||
Share-based compensation | 14,104 | 14,104 | 14,104 | |||||
BALANCE at Dec. 31, 2014 | 810,167 | $ 31,729 | 314,942 | 490,006 | (68,402) | 768,275 | 41,892 | |
Common stock shares ending at Dec. 31, 2014 | 47,591,000 | |||||||
Total comprehensive income | 10,499 | 24,274 | (16,014) | 8,260 | 2,239 | |||
Acquisition of noncontrolling interest | 3,521 | 3,521 | ||||||
Common stock issued for share-based plans | 10,198 | $ 675 | 9,523 | 10,198 | ||||
Common stock issued for share-based plans, shares | 653,000 | |||||||
Vested share grants, shares | 370,000 | |||||||
Net excess tax benefit from share-based compensation | (4,029) | (4,029) | (4,029) | |||||
Stock buyback | $ (11,009) | $ (11,009) | (11,009) | |||||
Stock buyback, shares | (466,010) | (466,000) | ||||||
Share-based compensation | $ 18,970 | 18,970 | 18,970 | |||||
Restricted awards related to Pericom acquisition | 4,680 | 4,680 | 4,680 | |||||
BALANCE at Dec. 31, 2015 | $ 842,997 | $ 32,404 | $ (11,009) | $ 344,086 | $ 514,280 | $ (84,416) | $ 795,345 | $ 47,652 |
Common stock shares ending at Dec. 31, 2015 | 48,614,000 | (466,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Activities | |||
Net income | $ 26,513 | $ 65,633 | $ 24,104 |
Adjustments to reconcile net income to net cash provided by operating activities, net of effects of acquisitions: | |||
Depreciation | 71,504 | 68,857 | 65,529 |
Amortization of intangibles | 8,596 | 7,914 | 8,078 |
Impairment of goodwill | 5,318 | ||
Amortization of debt issuance costs | 660 | 531 | 531 |
Share-based compensation | 18,970 | 14,104 | 13,551 |
Excess tax benefit from share-based compensation | (829) | (6,018) | 6,643 |
Loss (gain) on disposal of property, plant and equipment | 1,440 | (963) | 270 |
Gain on securities carried at fair value | (400) | (1,364) | (601) |
Deferred income taxes | 1,484 | (3,611) | (1,959) |
Other | (135) | 3,624 | 2,538 |
Changes in operating assets: | |||
Accounts receivable | (9,710) | 1,810 | (18,241) |
Inventories | (2,165) | (2,750) | 14,860 |
Prepaid expenses and other current assets | 12,115 | (10,537) | (3,803) |
Changes in operating liabilities: | |||
Accounts payable | (8,617) | (9,512) | (8,594) |
Accrued liabilities | 8,365 | 2,187 | 171 |
Other liabilities | (1,015) | (3,584) | 1,957 |
Income taxes payable | (8,665) | 7,951 | (461) |
Net cash provided by operating activities | 118,111 | 134,272 | 109,891 |
Investing Activities | |||
Acquisitions, net of cash acquired | (348,887) | (124,916) | |
Decrease in restricted cash | 786 | 2,872 | 6,886 |
Purchases of short-term investments | (57,878) | (18,839) | (22,922) |
Sales of short-term investments | 75,834 | 29,583 | |
Purchases of equity securities | (4,553) | (1,842) | (5,393) |
Proceeds from sale of equity securities | 8,652 | 1,660 | 7,458 |
Purchases of property, plant and equipment | (133,244) | (57,766) | (47,054) |
Proceeds from sales of property, plant and equipment | 143 | 1,480 | 59 |
Other | (299) | 84 | (520) |
Net cash used in investing activities | (459,446) | (42,768) | (186,402) |
Financing Activities | |||
Advance on lines of credit and short-term debt | 1,228 | 6,778 | 15,101 |
Repayments on lines of credit and short-term debt | (4,287) | (11,400) | (34,573) |
Net proceeds from the issuance of common stock | 10,192 | 5,761 | 2,635 |
Excess tax benefit from share-based compensation | 829 | 6,018 | (6,643) |
Proceeds from long-term debt | 391,200 | 181,000 | |
Repayments of long-term debt | (65,986) | (42,677) | (42,145) |
Repayments of capital lease obligations | (218) | (246) | (627) |
Purchase of treasury stock | (11,009) | ||
Other | (587) | 7 | (2,387) |
Net cash provided by (used in) financing activities | 321,362 | (35,759) | 112,361 |
Effect of exchange rate changes on cash and cash equivalents | (4,592) | (9,380) | 3,664 |
(Decrease) increase in cash and cash equivalents | (24,565) | 46,365 | 39,514 |
Cash and cash equivalents, beginning of year | 243,000 | 196,635 | 157,121 |
Cash and cash equivalents, end of year | 218,435 | 243,000 | 196,635 |
Cash paid during the year for: | |||
Interest | 2,799 | 3,276 | 4,373 |
Income taxes | 17,229 | 14,059 | 10,396 |
Non-cash activities: | |||
Property, plant and equipment purchased on accounts payable | (4,498) | (1,167) | 2,714 |
Acquisition: | |||
Fair value of assets acquired | 496,625 | 247,012 | |
Fair value of liabilities assumed | (88,284) | (92,277) | |
Cash acquired | (54,774) | (29,819) | |
Net assets acquired | 353,567 | $ 124,916 | |
Pericom | |||
Non-cash activities: | |||
Share-based awards issued | $ (4,680) | ||
Noncontrolling Interest | |||
Non-cash activities: | |||
Dividend accrued for noncontrolling interest | $ (1,336) |
Summary of Operations and Signi
Summary of Operations and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Operations and Significant Accounting Policies | Note 1 – Summary of Operations and Significant Accounting Policies Nature of operations – Diodes Incorporated and its subsidiaries (collectively, the “Company” or “we” or “our”) is a leading global designer, 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. Our primary focus is on low pin count semiconductor devices with one or more active and/or passive components. Our products include diodes, rectifiers, transistors, MOSFETs, protection devices, functional specific arrays, single gate, dual gate and standard logic, amplifiers and comparators, Hall-effect and temperature sensors, power management devices including LED drivers, AC-DC and DC-DC switching, linear voltage regulators, and voltage references along with special function devices, such as USB power switches, load switches, voltage supervisors and motor controllers. Our products are sold primarily throughout Asia, North America and Europe. On November 24, 2015 we acquired Pericom Semiconductor Corporation. Pericom designs, develops and markets high-performance integrated circuits (“ICs”) and frequency control products (“FCPs”) used in many of today’s advanced electronic systems. ICs include functions that support the connectivity, timing and signal conditioning of high-speed parallel and serial protocols that transfer data among a system’s microprocessor, memory and various peripherals, such as displays and monitors, and between interconnected systems. FCPs are electronic components that provide frequency references such as crystals and oscillators for computer, communication and consumer electronic products. Analog, digital and mixed-signal ICs, together with FCPs enable higher system bandwidth and signal quality, resulting in better operating reliability, signal integrity, and lower overall system cost in applications such as notebook computers, servers, network switches and routers, storage area networks, digital TVs, cell phones, GPS and digital media players. Analog, digital and mixed-signal ICs, together with FCPs enable higher system bandwidth and signal quality, resulting in better operating reliability and signal integrity, and lower overall system cost in applications such as notebook computers, servers, network switches and routers, storage area networks, digital TVs, cell phones, GPS and digital media players. Principles of consolidation – The consolidated financial statements include the accounts of Diodes Incorporated, its wholly-owned subsidiaries and its controlled majority-owned subsidiaries. We account for equity investments in companies over which we have the ability to exercise significant influence, but do not hold a controlling interest, under the equity method, and we record our proportionate share of income or losses in interest and other, net in the consolidated statements of income. All significant intercompany balances and transactions have been eliminated. Use of estimates – The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires that management make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. Actual results may differ from these estimates in amounts that may be material to the consolidated financial statements and accompanying notes. Revenue recognition – Net sales (revenue) are recognized when there is persuasive evidence that an arrangement exists, when delivery has occurred, when the price to the buyer is fixed or determinable and when collectability of the receivable is reasonably assured. These elements are met when title to the products is passed to the buyers, which is generally when product is shipped to the customers. Generally, we recognize net sales upon shipment to manufacturers (direct ship) as well as upon sales to distributors using the “sell in” model, which is when product is shipped to the distributors (point of purchase). Certain customers have limited rights of return and/or are entitled to price adjustments on products held in their inventory or upon sale to their end customers. We reduce net sales in the period of sale for estimates of product returns, distributor price adjustments and other allowances. Our reserve estimates are based upon historical data as well as projections of sales, distributor inventories, price adjustments, average selling prices and market conditions. We record allowances/reserves for the following items: (i) ship and debit, which arise when we, from time to time based on market conditions, issue credit to certain distributors upon their shipments to their end customers; (ii) stock rotation, which are contractual obligations that permit certain distributors, up to four times a year, to return a portion of their inventory based on historical shipments to them in exchange for an equal and offsetting order; and (iii) price protection, which arise when market conditions cause average selling prices to decrease and we issue credit to certain distributors on their inventory. Ship and debit reserves are recorded as a reduction to net sales with a corresponding reduction to accounts receivable. Stock rotation reserves are recorded as a reduction to net sales with a corresponding reduction to cost of goods sold for the estimated cost of inventory that is expected to be returned. Price protection reserves are recorded as a reduction to net sales with a corresponding increase in accrued liabilities. Net sales are reduced in the period of sale for estimates of product returns and other allowances including distributor adjustments, which were approximately $113 million, $86 million and $68 million in 2015, 2014 and 2013, respectively. Product warranty – We generally warrant our products for a period of one year from the date of sale. Historically, warranty expense has not been material. Cash, cash equivalents, and short-term investments – We consider all highly liquid investments with maturity of three months or less at the date of purchase to be cash equivalents. We currently maintain substantially all of our day-to-day operating cash balances with major financial institutions. We hold short-term investments consisting of time deposits, which are highly liquid with maturity dates greater than three months at the date of purchase. Generally, we can access these investments in a relatively short amount of time but in doing so we generally forfeit a portion of interest income. See Note 2 below for additional information regarding fair value of financial instruments. Allowance for doubtful accounts – We evaluate the collectability of our accounts receivable based upon a combination of factors, including the current business environment and historical experience. If we are aware of a customer’s inability to meet its financial obligations, we record an allowance to reduce the receivable to the amount we reasonably believe will be collected from the customer. For all other customers, we record an allowance based upon the amount of time the receivables are past due. If actual accounts receivable collections differ from these estimates, an adjustment to the allowance may be necessary with a resulting effect on operating expense. Accounts receivable are presented net of valuation allowance, which were approximately $3 million in 2015 and $2 million 2014. Inventories – Inventories are stated at the lower of cost or market value. Cost is determined principally by the first-in, first-out method. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. Any write-down of inventory to the lower of cost or market at the close of a fiscal period creates a new cost basis that subsequently would not be marked up based on changes in underlying facts and circumstances. On an on-going basis, we evaluate inventory for obsolescence and slow-moving items. This evaluation includes analysis of sales levels, sales projections, and purchases by item, as well as raw material usage related to our manufacturing facilities. If our review indicates a reduction in utility below carrying value, we reduce inventory to a new cost basis. If future demand or market conditions are different than our current estimates, an inventory adjustment to write down inventory may be required, and would be reflected in cost of goods sold in the period the revision is made. Property, plant and equipment – Purchased property, plant and equipment is recorded at historical cost, and property, plant and equipment acquired in a business combination is recorded at fair value on the date of acquisition. Property, plant and equipment is depreciated using straight-line methods over the estimated useful lives, which range from 20 to 55 years for buildings and 3 to 10 years for machinery and equipment. The estimated lives of leasehold improvements range from 3 to 5 years, and are amortized over the shorter of the remaining lease term or their estimated useful lives. Goodwill and other indefinite lived intangible assets – Goodwill is tested for impairment on an annual basis, on October 1, and between annual tests if indicators of potential impairment exist. We use the simplified goodwill impairment test, which allows us to first assess qualitatively whether it is necessary to perform step one of the two-step annual goodwill impairment test. We are required to perform step one and calculate the fair value of our reporting units only if we conclude that it is more likely than not (that is, a likelihood of more than 50%) that a reporting unit’s fair value is less than its carrying value. The qualitative analysis, which is referred to as step zero, was performed and we considered all relevant factors specific to our reporting units. Some factors considered in step zero were macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, events affecting a reporting unit and other relevant entity-specific events. For 2015, our step zero conclusion was that goodwill was possibly impaired at the BCD entity, located in Asia, but not impaired at any other entity. For BCD, we proceeded to a step one impairment analysis and further analysis determined there was no goodwill impairment. For 2014, our step zero conclusion was that it was more likely than not that goodwill was not impaired and no further testing was required until the next annual test date (or sooner if conditions or events before that date raise concerns of potential impairment in the business) for all reporting units. Impairment of long-lived assets – Our long-lived assets are reviewed whenever events or changes in circumstances indicate that the carrying value may not be recoverable . We consider assets to be impaired if the carrying value exceeds the undiscounted projected cash flows from operations. If impairment exists, the assets are written down to fair value or to the projected discounted cash flows from related operations. As of December 31, 2015, we expect the remaining carrying value of assets to be recoverable. No impairment of long-lived assets has been identified during any of the periods presented. Business combinations – The Company recognizes all (and only) the assets acquired and liabilities assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions prescribe, among other things, the determination of acquisition-date fair value of consideration paid in a business combination (including contingent consideration) and the exclusion of transaction and acquisition-related restructuring costs from acquisition accounting. During the normal course of business the Company makes acquisitions. In the event that an individual acquisition (or an aggregate of acquisitions) is material, appropriate disclosure of such acquisition activity is provided. See Note 16, for additional information regarding business combinations. Income taxes – Income taxes are accounted for using an asset and liability approach whereby deferred tax assets and liabilities are recorded for differences in the financial reporting bases and tax bases of our assets and liabilities. If it is more likely than not that some portion of deferred tax assets will not be realized, a valuation allowance is recorded. GAAP prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Tax positions shall initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and all relevant facts. Research and development costs – Internally-developed research and development costs are expensed as incurred. Acquired in-process research and development (“IPR&D”) is capitalized as an indefinite-lived intangible asset and evaluated periodically for impairment. When the project is completed, an expected life is determined and the IPR&D is amortized as an expense over the expected life. Shipping and handling costs – Shipping and handling costs for products shipped to customers, which are included in selling, general and administrative expenses, were approximately $8 million, $11 million and $10 million for the years ended December 31, 2015, 2014 and 2013, respectively. Concentration of credit risk – Financial instruments, which potentially subject us to concentrations of credit risk, include trade accounts receivable. Credit risk is limited by the dispersion of our customers over various geographic areas, operating primarily in electronics manufacturing and distribution. We perform on-going credit evaluations of our customers, and generally require no collateral. Historically, credit losses have not been significant. We currently maintain substantially all of our day-to-day cash balances and short-term investments with major financial institutions. Cash balances are usually in excess of Federal and/or foreign deposit insurance limits. Valuation of financial instruments – The carrying value of our financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, accounts payable, credit line, and long-term debt approximate fair value due to their current market conditions, maturity dates and other factors. Earnings per share – Basic earnings per share is calculated by dividing net earnings attributable to common stockholders 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. Earnings per share are computed using the “treasury stock method.” For the three years ended December 31, 2015, 2014 and 2013, options and share grants outstanding totaling approximately 1 million shares, 2 million shares and 2 million shares have been excluded from the computation of diluted earnings per share because their effect was anti-dilutive. Twelve Months Ended December 31, 2015 2014 2013 Earnings (numerator) Net income attributable to common stockholders $ 24,274 $ 63,678 $ 26,532 Shares (denominator) Weighted average common shares outstanding (basic) 48,210 47,184 46,363 Dilutive effect of stock options and stock awards outstanding 1,290 1,410 1,295 Adjusted weighted average common shares outstanding (diluted) 49,500 48,594 47,658 Earnings per share attributable to common stockholders Basic $ 0.50 $ 1.35 $ 0.57 Diluted $ 0.49 $ 1.31 $ 0.56 Share-based compensation – We use the Black-Scholes-Merton model to determine the fair value of stock options on the date of grant and recognize compensation expense for stock options on a straight-line basis. Restricted stock grants are measured based on the fair market value of the underlying stock on the date of grant and compensation expense is recognized on a straight-line basis over the requisite four-year service period. The amount of compensation expense recognized using the Black-Scholes-Merton model requires us to exercise judgment and make assumptions relating to the factors that determine the fair value of our stock option grants. The fair value calculated by this model is a function of several factors, including the grant price, the expected future volatility, the expected term of the option and the risk-free interest rate of the option. The expected term and expected future volatility of the options require judgment. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those stock options expected to vest. We estimate the forfeiture rate based on historical experience, and to the extent our actual forfeiture rate is different from our estimate, share-based compensation expense is adjusted accordingly. Treasury stock – Under a program authorized by our board of directors we have purchased shares of our common stock. These shares are recorded as treasury stock, at cost, as a reduction to stockholder’ equity. Functional currencies and foreign currency translation – We translate the assets and liabilities of our non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates on the balance sheet date. Net sales and expense for these subsidiaries are translated at the weighted-average exchange rate during the period presented. Resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income or loss within stockholders’ equity in the consolidated balance sheets. Included in other income are foreign exchange (gains) losses of $(1) million, $2 million and $1 million for the years ended December 31, 2015, 2014 and 2013, respectively. Defined benefit plan – We maintain pension plans covering certain of our employees in the U.K. The overfunded or underfunded status of pension and postretirement benefit plans are recognized on the balance sheet. Actuarial gains and losses, and prior service costs or credits, are recognized in other comprehensive income (loss), net of tax effects, until they are amortized as a component of net periodic benefit cost. For financial reporting purposes, the net pension and supplemental retirement benefit obligations and the related periodic pension costs are calculated based upon, among other things, assumptions of the discount rate for plan obligations, estimated return on pension 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. The expected long-term return on plan assets was determined based on historical and expected future returns of the various asset classes. The plan’s investment policy includes a mandate to diversify assets and invest in a variety of asset classes to achieve its expected long-term return and is currently invested in a variety of funds representing most standard equity and debt security classes. Trustees of the plan may make changes at any time. Investment in joint ventures – Investment in joint ventures over which we have the ability to exercise significant influence and that, in general, are at least 20 percent owned are accounted for using the equity method of accounting. These investments are evaluated for impairment, in which an impairment loss would be recorded whenever a decline in the value of an equity investment below its carrying amount is determined to be “other than temporary.” In judging “other than temporary,” we consider the length of time and extent to which the fair value of the investment has been less than the carrying amount of the investment, the near-term and longer-term operating and financial prospects of the investee, and our longer-term intent of retaining the investment in the investee. Noncontrolling interest - Noncontrolling interest (previously referred to as minority interest) primarily relates to the minority investors’ share of the earnings of certain China and Taiwan subsidiaries. Noncontrolling interests are a separate component of equity and not a liability. Increases or decreases in noncontrolling interest, due to changes in our ownership interest of the subsidiaries that leave control intact, are recorded as equity transactions . The noncontrolling interest in our subsidiaries and their equity balances are reported separately in the consolidated financial statements, and activities of these subsidiaries are included therein. Contingencies – From time to time, we may be involved in a variety of legal matters that arise in the normal course of business. Based on information available, we evaluate the likelihood of potential outcomes. We record and disclose the appropriate liability when the amount is deemed probable and reasonably estimable. In addition, we do not accrue for estimated legal fees and other directly related costs as they are expensed as incurred. Comprehensive income (loss) – GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as separate components of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income or loss. The components of accumulated other comprehensive income or loss include foreign currency translation adjustments and unrealized gain or loss on defined benefit plan. Accumulated other comprehensive loss was approximately $84 million, $68 million and $44 million at December 31, 2015, 2014 and 2013, respectively. There is no income tax expense or benefit associated with each component of comprehensive income. As of December 31, the accumulated balance for each component of comprehensive income is as follows: 2015 2014 Translation adjustment $ (36,164 ) $ (16,357 ) Unrealized loss on defined benefit plan $ (31,320 ) $ (35,719 ) Unrealized foreign currency losses $ (16,932 ) $ (16,326 ) Reclassifications – Certain immaterial amounts from prior periods have been reclassified to conform to the current years’ presentation. Recently Accounting Pronouncements - The Financial Accounting Standards Board (“FASB”) issued the following Accounting Standards Updates (“ASU”) which could have potential impact to the Company’s financial statements: ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This standard is effective date in the first quarter of 2018 for public companies. Under this proposal, early adoption is permitted as of the original effective time period of first quarter of 2017 and requires either a retrospective or a modified retrospective approach to adoption. We have not yet selected a transition method and are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost ASU No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). periods ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2016-16") ASU No. 2015-17 , Balance Sheet Classification of Deferred Taxes, (“ASU 2015-17”). ASU No. 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). will have on our consolidated financial statements and related disclosures. ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) - The standard requires companies that lease valuable assets like aircraft, real estate, and heavy equipment to recognize on their balance sheets the assets and liabilities generated by contracts longer than a year. The update to U.S. GAAP also requires companies to disclose in the footnotes to their financial statements information about the amount, timing, and uncertainty for the payments they make for the lease agreements. This new standard We are evaluating the effect that ASU 2016-02 will have on our consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 2 – Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We use valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement costs). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. These two types of inputs create a three-tier fair value hierarchy that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (for example, interest rates, volatilities, prepayment speeds, loss severities, credit risks and default rates) or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs - Significant unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities. As of December 31, 2015, we had short-term investments. Trading securities held at December 31, 2014, were purchased on the open market and unrealized gains and losses are included in other income (expense). The trading securities are valued under the fair value hierarchy using Level 1 Inputs. Short-term investments of $65 million consist of investments such as time deposits, which are highly liquid with maturity dates greater than three months at the date of purchase. Generally, we can access these investments in a relatively short amount of time but in doing so we generally forfeit a portion of earned and future interest income. The short-term investments are valued under the fair value hierarchy using Level 2 Inputs. Financial assets and liabilities carried at fair value as of December 31, 2015 are classified in the following table: Description Fair Market Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Changes in Fair Values Included in Current Period Earnings Short-term investments $ 64,685 $ 2,035 $ 62,650 $ - $ - Financial assets and liabilities carried at fair value as of December 31, 2014 are classified in the following table: Description Fair Market Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Changes in Fair Values Included in Current Period Earnings Trading securities $ 7,180 $ 7,180 $ - $ - $ 1,364 Short-term investments 11,726 - 11,726 - - Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). We believe our long-term debt under our revolving credit facility approximates fair value and is valued under the fair value hierarchy using Level 2 Inputs. Financial assets and financial liabilities measured at fair value on a non-recurring basis were not significant at December 31, 2015 and 2014. Certain non-financial assets and non-financial liabilities that are measured at fair value on a recurring and non-recurring basis include goodwill, other intangible assets and other non-financial long-lived assets. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3 – Inventories Inventories, stated at the lower of cost or market value, at December 31 were: 2015 2014 Finished goods $ 70,668 $ 66,045 Work-in-progress 46,061 42,417 Raw materials 86,103 73,564 $ 202,832 $ 182,026 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 4 – Property, Plant and Equipment Property, plant and equipment at December 31 were: 2015 2014 Buildings and leasehold improvements $ 183,174 $ 124,920 Machinery and equipment 660,406 577,402 843,580 702,322 Less: Accumulated depreciation and amortization (479,898 ) (437,792 ) 363,682 264,530 Construction in-progress 39,426 26,202 Land 36,232 19,199 $ 439,340 $ 309,931 Depreciation and amortization of property, plant and equipment was $72 million, $69 million and $66 million for the years ended December 31, 2015, 2014 and 2013, respectively. We have capital lease obligations totaling approximately . |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangible Assets | Note 5 – Intangible Assets Intangible assets subject to amortization at December 31 were as follows: December 31, 2015 Intangible Assets Useful life Gross Carrying Amount Accumulated Amortization Currency Exchange Net Amortized intangible assets Patents 5-15 years $ 11,823 $ (7,722 ) $ (261 ) $ 3,840 Software license 3 years 1,212 (1,212 ) - - Developed product technology 2-10 years 152,309 (28,969 ) (5,929 ) 117,411 Customer relationships 12 years 62,093 (8,491 ) (1,460 ) 52,142 Trademarks and trade names 4-7 years 3,000 (2,125 ) - 875 Other 4-7 years 1,610 (309 ) (75 ) 1,226 Total amortized intangible assets 232,047 (48,828 ) (7,725 ) 175,494 Intangible assets with indefinite lives In process research and development Indefinite 11,400 - - 11,400 Trademarks and trade names Indefinite 10,303 - (788 ) 9,515 Total Intangible assets with indefinite lives 21,703 - (788 ) 20,915 Total intangible assets $ 253,750 $ (48,828 ) $ (8,513 ) $ 196,409 December 31, 2014 Intangible Assets Useful life Gross Carrying Amount Accumulated Amortization Currency Exchange and Other Net Amortized intangible assets Patents 5-15 years $ 11,815 $ (7,014 ) $ (249 ) $ 4,552 Software license 3 years 1,212 (1,212 ) - - Developed product technology 2-10 years 50,308 (24,224 ) (5,749 ) 20,335 Customer relationships 12 years 20,393 (6,202 ) (1,351 ) 12,840 Trademarks and trade names 4-7 years 3,000 (1,375 ) (59 ) 1,566 Total amortized intangible assets 86,728 (40,027 ) (7,408 ) 39,293 Intangible assets with indefinite lives Trademarks and trade names Indefinite 6,403 - (668 ) 5,735 Total Intangible assets with indefinite lives 6,403 - (668 ) 5,735 Total intangible assets $ 93,131 $ (40,027 ) $ (8,076 ) $ 45,028 Amortization expense related to intangible assets subject to amortization was $9 million, $8 million and $8 million for the years ended December 31, 2015, 2014 and 2013, respectively. Amortization of intangible assets is as follows: 2016 $ 20,509 2017 18,826 2018 17,844 2019 17,297 2020 15,249 2021 and thereafter 85,769 Total $ 175,494 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | NOTE 6 – GOODWILL Changes in goodwill for the years ended December 31 were as follows: Balance at December 31, 2013 $ 84,714 Currency exchange and other (3,485 ) Balance at December 31, 2014 81,229 Acquisitions 54,280 Currency exchange and other (2,596 ) Balance at December 31, 2015 $ 132,913 |
Bank Credit Agreements and Othe
Bank Credit Agreements and Other Short-Term and Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Long Term Debt By Current And Noncurrent [Abstract] | |
Bank Credit Agreements and Other Short-Term and Long-Term Debt | NOTE 7 – BANK CREDIT AGREEMENTS AND OTHER SHORT-TERM AND LONG-TERM DEBT We maintain credit facilities with several financial institutions through our entities worldwide totaling $84 million. In some cases, our foreign credit lines are unsecured, uncommitted and may be repayable on demand. On September 2, 2015, 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 an Amendment No. 3 to Credit Agreement, Incremental Term Assumption Agreement, Limited Waiver and Consent (the “Amendment”) with Bank of America, N.A., as Administrative Agent, and the lenders party to the Amendment (collectively, the “Lenders”), which amends the Credit Agreement dated January 8, 2013 (as previously amended by Amendment No. 1 to Credit Agreement and Limited Waiver dated as of November 1, 2013 and Amendment No. 2 to Credit Agreement and Amendment No. 1 to Collateral Agreement dated as of June 19, 2015) (as previously amended and as amended by the Amendment, the “Credit Agreement”). The Amendment increases the Company’s existing senior credit facility to a $400 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, and a $100 million term loan facility (the “Term Loan Facility”). We may from time to time request additional increases in the aggregate commitments under the Credit Agreement of up to $200 million, subject to the Lenders electing to increase their commitments or by means of the addition of new Lenders, and subject to at least half of each increase in aggregate commitments being in the form of term loans, with the remaining amount of each increase being an increase in the amount of the Revolver. acquisition The Credit Agreement contains certain financial and non-financial covenants, including, but not limited to, a maximum Consolidated Leverage Ratio, a minimum Consolidated Fixed Charge Coverage Ratio, and restrictions on liens, indebtedness, investments, fundamental changes, dispositions, and restricted payments (including dividends) (as such terms are defined in the Amendment or the Credit Agreement). As of December 31, 2015, our U.S. and Asia subsidiaries had unused and available credit lines of up to an aggregate of approximately $83 million, with several financial institutions. In some cases, our foreign credit lines are unsecured, uncommitted and may be repayable on demand, except for two Taiwanese credit facilities that are collateralized by assets. Our foreign credit lines bear interest at LIBOR or similar indices plus a specified margin. At December 31, 2015, there were no amounts outstanding on these credit lines. Borrower’s obligations under the Credit Agreement are secured by substantially all assets of the Borrowers and certain of their subsidiaries. Under the Revolver, the Borrowers may borrow in United States Dollars (“USD”), Euros, British Pounds Sterling or another currency approved by the Lenders. Borrowed amounts under the Revolver and the Term Loan Facility bear interest at a rate per annum equal to (a) a base rate (equal to the highest of (i) the Federal Funds Rate plus 1 2 The unused and available credit under the various facilities as of December 31, 2015, was approximately $83 million (net of approximately $1 million credit used for import and export guarantee), as follows: 2015 Outstanding at December 31, Lines of Credit Terms 2015 2014 $ 84,326 Unsecured, interest at LIBOR plus margin, due quarterly $ - $ 1,064 Long-term debt – The balances as of December 31, consist of the following: 2015 2014 Notes payable to Taiwan bank, original principal amount of TWD 132 million, variable interest (approximately 1.9% as of December 31, 2015), matures July 6, 2021. 1,723 2,074 Term loan and revolver 464,500 139,000 Total long-term debt 466,223 141,074 Less: Current portion (10,282 ) (287 ) Long-term debt, net of current portion $ 455,941 $ 140,787 The table below sets forth the annual contractual maturities of long-term debt at December 31, 2015: 2016 $ 10,282 2017 287 2018 454,793 2019 299 2020 299 Thereafter 263 Total long-term debt $ 466,223 |
Accrued Liabilities and Other L
Accrued Liabilities and Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities Current And Noncurrent [Abstract] | |
Accrued Liabilities and Other Long-Term Liabilities | NOTE 8 – ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES Accrued liabilities and other current liabilities at December 31 were: 2015 2014 Accrued expenses $ 34,108 $ 27,384 Compensation and payroll taxes 23,867 19,423 Equipment purchases 13,060 8,563 Accrued pricing adjustments 3,767 2,328 Accrued professional services 2,082 1,978 Other 917 473 $ 77,801 $ 60,149 Other long-term liabilities at December 31 were: 2015 2014 Accrued defined benefit plan $ 30,406 $ 37,618 Unrecognized tax benefits 20,933 15,425 Deferred grant and subsidy 20,361 9,538 Income tax contingencies 10,782 10,210 Deferred compensation 5,600 4,978 Other 2,071 1,163 $ 90,153 $ 78,932 |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders Equity Note [Abstract] | |
Stockholder's Equity | NOTE 9 – STOCKHOLDERS’ EQUITY We have never declared or paid cash dividends on our Common Stock. Our credit agreement with Bank of America N.A. and other lenders parties permits us to pay dividends up to $1.5 million per fiscal year to its stockholders so long as we have not defaulted and are in continuing operation at the time of such dividend. The payment of dividends is within the discretion of our Board of Directors. See Note 7 for additional information regarding our credit agreements. During November 2015 the Company’s board of directors authorized a share repurchase plan to repurchase up to an aggregate of $100 million of the Company’s outstanding common stock, $0.66 2/3 par value per share. The share repurchase program is expected to continue through the end of 2019 unless extended or shortened by the Board of Directors. During 2015, the Company repurchased 466,010 of its common shares at a cost of $11 million. All purchases were made through open market transactions and were recorded as treasury stock. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 – INCOME TAXES Income (loss) before income taxes 2015 2014 2013 U.S. $ (21,091 ) $ 392 $ (12,936 ) Foreign 61,686 85,600 51,521 Total $ 40,595 $ 85,992 $ 38,585 The components of the income tax provision (benefit) are as follows for the years ended December 31: 2015 2014 2013 Current tax provision (benefit) Federal $ 12 $ 285 $ 1,315 Foreign 17,983 21,783 9,270 State 29 44 (187 ) 18,024 22,112 10,398 Deferred tax provision (benefit) Federal (2,739 ) 2,996 (1,531 ) Foreign (1,063 ) (4,244 ) (2,197 ) State (228 ) 51 9 (4,030 ) (1,197 ) (3,719 ) Liability for unrecognized tax benefits 88 (556 ) 7,802 Total income tax provision $ 14,082 $ 20,359 $ 14,481 Effective Tax Rate Reconciliation Reconciliation between the effective tax rate and the statutory tax rates for the years ended December 31, 2015, 2014, and 2013 is as follows: 2015 2014 2013 Percent Percent Percent of pretax of pretax of pretax Amount earnings Amount earnings Amount earnings Federal tax $ 14,214 35.0 $ 30,097 35.0 $ 13,501 35.0 State income taxes, net of federal tax provision (152 ) (0.4 ) 18 - 29 0.1 Foreign income taxed at lower tax rates (10,126 ) (24.9 ) (9,421 ) (11.0 ) (8,363 ) (21.7 ) U.S. tax impact of foreign operations 2,046 5.0 365 0.4 608 1.6 Foreign withholding taxes 2,268 5.6 3,694 4.3 866 2.2 Goodwill impairment - - - - 904 2.3 Research and development (2,068 ) (5.1 ) (2,666 ) (3.1 ) (2,294 ) (5.9 ) Liability for unrecognized tax benefits 88 0.2 (556 ) (0.6 ) 7,802 20.2 Valuation allowance 3,580 8.8 876 1.0 868 2.3 Provision-to-return adjustments 994 2.4 (1,925 ) (2.2 ) 554 1.4 Other 3,238 8.1 (123 ) (0.1 ) 6 - Income tax provision $ 14,082 34.7 $ 20,359 23.7 $ 14,481 37.5 Uncertain Tax Positions In accordance with the provisions related to accounting for uncertainty in income taxes, we recognize the benefit of a tax position if the position is “more likely than not” to prevail upon examination by the relevant tax authority. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2015 2014 2013 Balance at January 1, $ 19,488 $ 20,710 $ 14,591 Additions based on tax positions related to the current year 3,450 2,729 3,659 Additions for prior year tax positions 6,963 424 10,206 Reductions for prior year tax positions (3,398 ) (4,375 ) (7,746 ) Balance at December 31, $ 26,503 $ 19,488 $ 20,710 The total amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate was approximately $27 million at December 31, 2015. It is reasonably possible that the amount of the unrecognized benefit with respect to certain of our 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. We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations by tax authorities for tax years before 2007, or for the 2010 tax year. We are no longer subject to China income tax examinations by tax authorities for tax years before 2005. With respect to state and local jurisdictions and countries outside of the U.S., with limited exceptions, we are no longer subject to income tax audits for years before 2011. Although the outcome of tax audits is always uncertain, we believe that adequate amounts of tax, interest and penalties, if any, have been provided for in our reserve for any adjustments that may result from future tax audits. We recognize accrued interest and penalties, if any, related to unrecognized tax benefits in interest expense. We had an immaterial amount of accrued interest and penalties at December 31, 2015, 2014 and 2013. Deferred Taxes At December 31, 2015 and 2014, our deferred tax assets and liabilities are comprised of the following items: 2015 2014 Deferred tax assets Inventory cost $ 7,944 $ 6,878 Accrued expenses and accounts receivable 2,206 2,042 Foreign tax credits 20,133 19,806 Research and development tax credits 12,306 6,034 Net operating loss carryforwards 25,878 14,706 Accrued pension 7,169 22,283 Share based compensation and others 18,238 20,655 93,874 92,404 Valuation allowances (35,738 ) (41,163 ) Total deferred tax assets, non-current 58,136 51,241 Deferred tax liabilities Plant, equipment and intangible assets (39,722 ) (3,334 ) Total deferred tax liabilities, non-current (39,722 ) (3,334 ) Net deferred tax assets $ 18,414 $ 47,907 Certain items have been reclassified in 2014 and 2013 for consistency in presentation with 2015. We prospectively adopted 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 At December 31, 2015, we had federal and state tax credit carryforwards of approximately $26 million and $7 million, respectively, which are available to offset future income tax liabilities. The federal tax credit carryforwards begin to expire in 2015 and the state tax credit carryforwards will begin to expire in 2020. We determined that it is more likely than not that a portion of our federal foreign tax credit and federal and state research credit carryforwards will expire before they are utilized. The valuation allowances recorded against the related deferred tax assets totaled $22 million as of December 31, 2015. At December 31, 2015, we had federal and state net operating loss (“NOL”) carryforwards of approximately $56 million and $3 million, respectively, and foreign NOL carryforwards of $17 million which are available to offset future taxable income. The federal NOL carryforwards will begin to expire in 2032. We determined that it is more likely than not that the U.S. federal NOL carryforwards will be utilized; thus, no valuation allowance has been recorded. The U.S. state NOL carryforwards will begin to expire in 2015. We determined that it is more likely than not that the U.S. state NOL carryforwards will expire before they are fully utilized and recorded a full valuation allowance on the related deferred tax assets. The foreign NOL carryforwards will begin to expire in We determined that it is more likely than not that a portion of the foreign NOL carryforwards will expire before they are fully utilized. The valuation allowances recorded against the related deferred tax assets totaled $2 million as of December 31, 2015. Supplemental Information Funds repatriated from foreign subsidiaries to the U.S. may be subject to federal and state income taxes. We intend to permanently reinvest overseas all of our earnings from our foreign subsidiaries, except to the extent such undistributed earnings have previously been subject to U.S. tax; accordingly, U.S. taxes are not being recorded on undistributed foreign earnings. As of December 31, 2015, we had undistributed earnings from our non-U.S. operations of approximately $536 million (including approximately $42 million of restricted earnings which are not available for dividends). Undistributed earnings of our China subsidiaries comprise $383 million of this total. Additional federal and state income taxes of approximately $146 million would be required should the $536 million of such earnings be repatriated to the U.S. as dividends. The impact of tax holidays decreased our tax expense by approximately $3 million, $2 million and $2 million for the years ended December 31, 2015, 2014 and 2013, respectively. The benefit of the tax holidays on both basic and diluted earnings per share for the years ended December 31, 2015 was approximately $0.06. The benefit of the tax holidays on both basic and diluted earnings per share for the years ended December 31, 2014 and 2013 was approximately $0.05. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
General Discussion Of Pension And Other Postretirement Benefits [Abstract] | |
Employee Benefit Plans | NOTE 11 – EMPLOYEE BENEFIT PLANS Defined Benefit Plan In connection with the Zetex acquisition, we adopted a contributory defined benefit plan that covers certain employees in the U.K. The defined benefit plan is closed to new entrants and frozen with respect to future benefit accruals. The retirement benefit is based on the final average compensation and service of each eligible employee. We determined the fair value of the defined benefit plan assets and utilize an annual measurement date of December 31. At subsequent measurement dates, defined benefit plan assets will be determined based on fair value. Defined benefit plan assets consist primarily of high quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension liability. The net pension and supplemental retirement benefit obligations and the related periodic costs are based on, among other things, assumptions of 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. Net period benefit costs associated with the defined benefit were approximately $1 million for each of the years ended December 31, 2015 and 2014. All unrecognized actuarial gains and losses, prior service costs and accumulated other comprehensive income are eliminated and the balance sheet liability is set equal to the funded status of the defined benefit plan at acquisition date. The following table summarizes the net periodic benefit costs of the plan for the years ended December 31, 2015 and 2014: Defined Benefit Plan 2015 2014 Components of net periodic benefit cost: Service cost $ 305 $ 329 Interest cost 5,712 6,733 Recognized actuarial loss 1,429 1,036 Expected return on plan assets (6,213 ) (6,781 ) Net periodic benefit cost $ 1,233 $ 1,317 The following tables set forth the benefit obligation, the fair value of plan assets, and the funded status as of December 31: Defined Benefit Plan 2015 2014 Change in benefit obligation: Beginning balance $ 159,715 $ 149,316 Service cost 305 329 Interest cost 5,712 6,733 Actuarial gain (loss) (9,043 ) 17,650 Benefits paid (4,072 ) (4,511 ) Currency changes (7,598 ) (9,802 ) Benefit obligation at December 31 $ 145,019 $ 159,715 Change in plan assets: Beginning balance - fair value $ 122,780 $ 116,567 Employer contribution 514 2,569 Actual return on plan assets 3,144 15,701 Benefits paid (4,072 ) (4,511 ) Currency changes (5,980 ) (7,546 ) Fair value of plan assets at December 31 $ 116,386 $ 122,780 Underfunded status at December 31 $ (28,633 ) $ (36,935 ) Based on an actuarial study performed as of December 31, 2015, the plan is underfunded by approximately $29 million and the liability is reflected in our consolidated balance sheets as a noncurrent liability and the amount recognized in accumulated other comprehensive loss was approximately $31 million. The majority of the improvement of the underfunded status in 2015 was caused by the change in discount rates, and partially offset by the better than expected investment returns and a decrease in future inflation expectations. We apply the “10% corridor” approach to amortize unrecognized actuarial gains (losses). Under this approach, only actuarial gains (losses) that exceed 10% of the greater of the projected benefit obligation or the market-related value of the plan assets are amortized. For the year ended December 31, 2015, the plan’s total recognized loss decreased by approximately $5 million. The variance between the actual and expected return to plan assets during 2015 increased the total unrecognized net loss by approximately $6 million. The total unrecognized net loss is more than 10% of the projected benefit obligation and 10% of the plan assets. Therefore, the excess amount will be amortized over the average term to retirement of plan participants not yet in receipt of pension, which as of December 31, 2015 the average term was approximately 13 years. The following weighted-average assumptions were used to determine net periodic benefit costs for the year ended December 31: 2015 2014 Discount rate 4.0% 3.7% Expected long-term return on plan assets 6.0% 5.2% The following weighted-average assumption was used to determine the benefit obligations for the year ended December 31: 2015 2014 Discount rate 4.0% 3.7% The expected long-term return on plan assets was determined based on historical and expected future returns of the various asset classes. The plan’s investment policy includes a mandate to diversify assets and invest in a variety of asset classes to achieve its expected long-term return and is currently invested in a variety of funds representing most standard equity and debt security classes. Trustees of the plan may make changes at any time. The following summarizes the plan asset allocations of the assets in the plan and expected long-term return by asset category: Asset category Expected long-term return Asset allocation Growth assets 7.6 % 68 % Hedging assets 2.6 % 28 % Target return assets 7.1 % 1 % Cash 0.5 % 3 % Total 6.0 % 100 % Benefit plan payments are primarily made from funded benefit plan trusts and current assets. The following summarizes the expected future benefit payments, including future benefit accrual, as of December 31, 2015: 2016 $ 4,039 2017 4,110 2018 4,364 2019 4,466 2020 4,910 2021-2025 32,674 We adopted a payment plan with the trustees of the defined benefit plan, in which we will pay approximately GBP 2 million every year from 2012 through 2019. In the first quarter of 2015, based on the pension deficit, we adopted (as required every three years) an amended payment plan in which we will pay approximately GBP 2 million (approximately $3 million based on a USD:GBP exchange rate of 1.6:1) annually through 2030. Our overall defined benefit plan investment strategy is to achieve a mix of investments for long-term growth and for near-term benefit payments with a wide diversification of asset types and fund strategies. The target allocations for plan assets are 48% equity securities, 40% corporate bonds and government securities, and 12% to absolute return funds. Equity securities primarily include investments in large-cap and mid-cap companies primarily located in the U.K. Fixed income securities include corporate bonds of companies from diversified industries, and U.K. government bonds. The absolute return fund is mainly invested in a mixture of equities and bonds. The plan’s trustees appoint fund managers to carry out all the day-to-day functions relating to the management of the fund and its administration. The fund managers must invest their portion of the plan’s assets in accordance with their investment manager agreement agreed by the trustees. The trustees are responsible for agreeing these investment manager agreements and for deciding on the portion of the plan’s assets that will be invested with each fund manager. When making decisions, the trustees take advice from experts including the plan’s actuary and also consult with us. The following table summarizes the major categories of the plan assets: December 31, 2015 Asset category Level 1 Level 2 Level 3 Total Cash $ 3,643 $ 6,538 $ - $ 10,181 Equity securities: U.K. - 2,025 - 2,025 North America - 17,182 - 17,182 Europe (excluding U.K.) - 4,309 - 4,309 Japan - 3,373 - 3,373 Pacific Basin (excluding Japan) - 939 - 939 Emerging markets - 6,718 - 6,718 Fixed income securities: Corporate bonds - 5,920 - 5,920 Others - 3,392 - 3,392 Index linked securities: Others - 196 - 196 Other types of investments: Absolute return funds 702 3,908 - 4,610 Hedge funds - 15,791 - 15,791 Development REITS - 5,664 - 5,664 Insurance linked securities - 3,916 - 3,916 Liability driven investments - 32,105 - 32,105 Other - 65 - 65 Total $ 4,345 $ 112,041 $ - $ 116,386 Fair value is taken to mean the bid value of securities, as supplied by the fund managers. All the plan’s securities are publically traded and highly liquid. The plan does not hold any Level 3 securities. See Note 2 for additional information regarding fair value and Levels 1, 2 and 3. The investment manager agreements require the fund managers to invest in a diverse range of stocks and bonds across each particular asset class. The stocks held by the plan in a particular asset class should therefore match closely the underlying stocks in the relevant index. We believe that this leads to minimal concentration of risk within each asset class; although we recognize that some asset classes are inherently more risky than others. We also have 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, not included in the amounts or assumptions above. 401(k) Retirement Plan We maintain a 401(k) retirement plan (“the Plan”) for the benefit of qualified employees at our U.S. locations. Employees who participate may elect to make salary deferral contributions to the Plan up to 100% of the employees’ eligible payroll subject to annual Internal Revenue Code maximum limitations. We currently make a matching contribution of $1 for every $2 contributed by the participant up to 6% (3% maximum matching) of the participant’s eligible payroll, which vests over an initial four years. In addition, we may make a discretionary contribution to the entire qualified employee pool, in accordance with the Plan. As stipulated by the regulations of China, we maintain a retirement plan pursuant to the local municipal government for the employees in China. We are required to make contributions to the retirement plan at a rate between 10% and 22% of the employee’s eligible payroll. Pursuant to the Taiwan Labor Standard Law and Factory Law, we maintain a retirement plan for the employees in Taiwan, whereby we make contributions at a rate of 6% of the employee’s eligible payroll. For the years ended December 31, 2015, 2014 and 2013, total amounts expensed under these plans were approximately $14 million, $13 million and $6 million, respectively. Deferred Compensation Plan We maintain 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. We offset our 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 December 31, 2015, these investments totaled approximately $6 million. All gains and losses in these investments are materially offset by corresponding gains and losses in the deferred compensation plan liabilities. Share-Based Plans We maintain share-based compensation plans for our Board, officers and key employees, which provide for stock options and stock awards under our equity incentive plans, as described in Note 12. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Share Based Compensation [Abstract] | |
Share-Based Compensation | NOTE 12 - SHARE-BASED COMPENSATION The table below sets forth compensation cost charged as an expense for share-based compensation plans, including stock options and share grants, recognized in the statements of income for the years ended December 31, 2015, 2014 and 2013: 2015 2014 2013 Cost of goods sold $ 716 $ 438 $ 522 Selling, general and administrative expense 16,228 12,438 11,645 Research and development expense 2,026 1,228 1,384 Total share-based compensation expense $ 18,970 $ 14,104 $ 13,551 Stock Options – Stock options under our 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. For the years ended December 31, 2015, 2014 and 2013, stock option expense was approximately $3 million, $3 million and $4 million, respectively. In May 2013, our stockholders approved our 2013 Equity Incentive Plan (“2013 Plan”). Since the approval of the 2013 Plan, all stock options are granted under the 2013 Plan, and we will not grant any further stock options under our 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. The number of shares authorized to be awarded under the 2013 Plan is 6 million shares. For additional information on the 2013 Plan, see our definitive proxy statement filed with the SEC. Share-based compensation expense for stock options granted during 2014 and 2013 was calculated on the date of grant using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions: 2014 2013 Weighted-average grant date fair value (1) $ 15.68 $ 12.88 Weighted-average assumptions used: Expected volatility 53.36 % 53.36 % Expected term (years) 7.2 7.2 Risk-free interest rate 2.08 % 1.49 % Forfeiture rate 0.00 % 0.78 % Expected dividend yield 0.00 % 0.00 % (1) No stock options were granted in 2015. Expected volatility – We estimate expected volatility using historical volatility. Public trading volume on options in our stock is not material. As a result, we determined that utilizing an implied volatility factor would not be appropriate. We calculate historical volatility for the period that is commensurate with the options’ expected term assumption. Expected term – We have evaluated expected term based on history and exercise patterns across our demographic population. We believe that this historical data is the best estimate of the expected term of a new option. Risk free interest rate – We estimate the risk-free interest rate based on zero-coupon U.S. treasury securities for a period that is commensurate with the expected term assumption. Forfeiture rate - The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest as forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinguished from “cancellations” or “expirations” and represents only the unvested portion of the surrendered option. This analysis will be re-evaluated at least annually, and the forfeiture rate for all grants will be adjusted as necessary. Total cash received from option exercises was approximately $10 million, $6 million and $3 million during 2015, 2014 and 2013, respectively. At December 31, 2015, unamortized compensation expense related to unvested options, net of estimated forfeitures, was approximately $3 million. The weighted average period over which share-based compensation expense related to these options will be recognized is approximately 2 years. The table below sets forth a summary of activity in our stock option plans: Stock Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2013 3,713 $ 17.85 Granted 186 23.35 Exercised (341 ) 7.70 Forfeited or expired (432 ) 20.34 Outstanding at December 31, 2013 3,126 18.93 Granted 176 27.92 Exercised (564 ) 10.37 Forfeited or expired (1) (2 ) 29.21 Outstanding at December 31, 2014 2,736 21.26 Granted - - Exercised (653 ) 15.63 Forfeited or expired (20 ) 22.91 Outstanding at December 31, 2015 2,063 $ 23.03 3.9 $ 4,111 Exercisable at December 31, 2015 1,776 $ 22.82 3.6 $ 3,840 ( 1) The Compensation Committee of the Board of Directors reviewed the grants of stock options to the Chief Executive Officer (“CEO”) in 2009, 2010, 2011 and 2012 (each such annual grant, an “Option Grant”), and approved a Confirmation Agreement, dated April 1, 2013, in which we and our CEO agreed and confirmed that our CEO 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 our Common Stock, and that each Option Grant document be deemed amended to reflect the foregoing 100,000 share limitation. The table below summarizes information about stock options outstanding at December 31, 2015: Plan Range of exercise prices Number outstanding Weighted average remaining contractual life (years) Weighted average exercise price 2001 Plan $ 15.05-29.21 1,722 3.5 $ 22.52 2013 Plan $ 23.35-27.92 341 5.9 $ 25.61 The table below summarizes information about stock options exercisable at December 31, 2015: Plan Range of exercise prices Number exercisable Weighted average remaining contractual life (years) Weighted average exercise price 2001 Plan $ 15.05-29.21 1,648 3.4 $ 22.66 2013 Plan $ 23.35-27.92 128 5.8 $ 24.86 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 new grants are granted under the 2013 Plan, and we will not grant any further grants under our 2001 Plan. The table below sets forth a summary of our non-vested share grants in 2015, 2014 and 2013: Restricted Stock Grants Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Nonvested at December 31, 2012 1,164 20.42 Granted 453 24.66 Vested (428 ) 19.90 Forfeited (58 ) 21.66 Nonvested at December 31, 2013 1,131 22.35 Granted 788 25.08 Vested (346 ) 22.34 Forfeited (38 ) 24.98 Nonvested at December 31, 2014 1,535 23.32 $ 42,324 Granted 1,557 22.46 Vested (370 ) 25.02 $ 9,462 Forfeited (43 ) 26.08 Nonvested at December 31, 2015 2,679 $ 23.51 $ 61,247 For the years ended December 31, 2015, 2014 and 2013, share-based compensation expense related to restricted stock arrangements granted was approximately $16 million, $11 million and $9 million, respectively. Included in the restricted stock grant for 2015 were 724,000 shares granted to Pericom employees. In 2015 approximately $4 million of the increase in restricted stock expense was related to Diodes restricted stock grants issued as replacement for unvested Pericom employee awards outstanding at the date of the acquisition. The total unrecognized share-based compensation expense as of December 31, 2015 was approximately $34 million, which is expected to be recognized over a weighted average period of approximately 3 years. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13 – RELATED PARTY TRANSACTIONS We conduct business with a related party company, Lite-On Semiconductor Corporation, and its subsidiaries and affiliates (“LSC”), and Nuvoton Technology Corporation and its subsidiaries and affiliates (collectively, “Nuvoton”). LSC is our largest stockholder, owning approximately 17% of our outstanding Common Stock as of December 31, 2015, and is a member of the Lite-On Group of companies. We sold products to LSC totaling less than 1% of our net sales for the years ended December 31, 2015, 2014 and 2013, respectively. Raymond Soong, the Chairman of the Board of Directors, is the Chairman of LSC, and is the Chairman of Lite-On Technology Corporation (“LTC”), a significant shareholder of LSC. C.H. Chen, our former President and Chief Executive Officer and currently the Vice Chairman of the Board of Directors, is also Vice Chairman of LSC and a board member of LTC. Dr. Keh-Shew Lu, our President and Chief Executive Officer and a member of our Board of Directors, is a board member of LTC, and a board member of Nuvoton. L.P. Hsu, a member of our Board of Directors serves as a consultant to LTC, and is a supervisor of the board of Nuvoton. We consider our relationships with LSC, a member of the Lite-On Group of companies, and Nuvoton to be mutually beneficial and we plan to continue our strategic alliance with LSC and Nuvoton. We purchase wafers from Nuvoton for use in our production process. We also conduct business with Keylink International (B.V.I.) Inc. and its subsidiaries and affiliates (“Keylink”). Keylink is our 5% joint venture partner in our Shanghai assembly and test facilities. We sell products to, and purchase inventory from, companies owned by Keylink. We sold products to companies owned by Keylink, totaling 1%, 1% and 3% of net sales for each of the years ended December 31, 2015, 2014 and 2013. In addition, our subsidiaries in China lease their manufacturing facilities in Shanghai from, and subcontract a portion of our manufacturing process (metal plating and environmental services) to, Keylink. We also pay a consulting fee to Keylink. The aggregate amounts for these consulting services for the years ended December 31, 2015, 2014 and 2013 were approximately $18 million, $19 million and $17 million, respectively. The Audit Committee of the Board reviews all related party transactions for potential conflict of interest situations on an ongoing basis, all in accordance with such procedures as the Audit Committee may adopt from time to time. The table below sets forth net sales and purchases from related parties for the twelve months ended December 31: 2015 2014 2013 LSC Net sales $ 588 $ 751 $ 770 Purchases $ 22,378 $ 31,588 $ 35,329 Keylink Net sales $ 9,749 $ 9,465 $ 10,559 Purchases $ 6,272 $ 8,122 $ 8,030 Nuvoton Purchases $ 12,598 $ 12,697 $ 8,317 The table below sets forth accounts receivable from and accounts payable to related parties at December 31: 2015 2014 LSC Accounts receivable $ 55 $ 215 Accounts payable $ 2,845 $ 4,458 Keylink Accounts receivable $ 4,112 $ 4,142 Accounts payable $ 5,147 $ 6,472 Nuvoton Accounts payable $ 1,477 $ 1,167 |
Segment Information and Enterpr
Segment Information and Enterprise-Wide Disclosures | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information and Enterprise-Wide Disclosures | NOTE 14 – SEGMENT INFORMATION AND ENTERPRISE-WIDE DISCLOSURES An operating segment is defined as a component of an enterprise about which separate financial information is available that is evaluated regularly by the chief decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief decision-making group consists of the President and CEO, Chief Financial Officer, Senior Vice President of Operations and Senior Vice President of Sales and Marketing. For financial reporting purposes, we operate in a single segment, standard semiconductor products, through our various manufacturing and distribution facilities. We aggregate our different legal entities into a single segment due to the products having similar economic characteristics, being similar in production process and manufacture flow, and sharing the same customers and target end-equipment markets. Our primary operations include the operations in Asia, North America and Europe. The table below sets forth net sales by geographic areas based on the location of subsidiaries producing the net sales: 2015 Asia North America Europe Consolidated Total sales $ 793,960 $ 143,800 $ 164,304 $ 1,102,064 Inter-company sales (118,415 ) (60,882 ) (73,863 ) (253,160 ) Net sales $ 675,545 $ 82,918 $ 90,441 $ 848,904 Property, plant and equipment $ 362,186 $ 58,152 $ 19,002 $ 439,340 Assets $ 969,352 $ 466,170 $ 165,508 $ 1,601,030 2014 Asia North America Europe Consolidated Total sales $ 814,589 $ 154,861 $ 179,021 $ 1,148,471 Inter-company sales (106,728 ) (63,945 ) (87,147 ) (257,820 ) Net sales $ 707,861 $ 90,916 $ 91,874 $ 890,651 Property, plant and equipment $ 262,582 $ 26,363 $ 20,986 $ 309,931 Assets $ 874,331 $ 128,174 $ 176,652 $ 1,179,157 2013 Asia North America Europe Consolidated Total sales $ 750,339 $ 143,251 $ 165,179 $ 1,058,769 Inter-company sales (75,731 ) (65,947 ) (90,245 ) (231,923 ) Net sales $ 674,608 $ 77,304 $ 74,934 $ 826,846 Property, plant and equipment $ 268,196 $ 30,040 $ 23,777 $ 322,013 Assets $ 858,114 $ 120,104 $ 184,040 $ 1,162,258 The accounting policies of the operating entities are the same as those described in the summary of significant accounting policies. Geographic Information - Historically, we reported net sales “billed to” customers located in various countries. In 2013, we changed to net sales “shipped to” customer locations as we believe the change better represents where our customers business activities occur. All years presented reflect this change. Net sales were derived from (shipped to) customers located in the following countries. “All others” represents countries with less than 3% of total net sales each: % of Total 2015 Net Sales Net Sales China 507,783 60 % U.S. 76,870 9 % Korea 66,605 8 % Germany 57,036 7 % Singapore 51,742 6 % Taiwan 30,127 4 % All others 58,741 6 % Total $ 848,904 100 % % of Total 2014 Net Sales Net Sales China $ 555,478 62 % U.S. 82,599 9 % Korea 66,772 7 % Germany 59,240 7 % Singapore 49,191 6 % Taiwan 27,207 3 % All others 50,164 6 % Total $ 890,651 100 % % of Total 2013 Net Sales Net Sales China $ 522,587 63 % U.S. 72,232 9 % Korea 68,693 8 % Germany 45,631 6 % Singapore 43,066 5 % Taiwan 30,233 4 % All others 44,404 5 % Total $ 826,846 100 % Major customers – No customer accounted for 10% or greater of our total net sales in 2015, 2014, and 2013. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 15 – COMMITMENTS AND CONTINGENCIES Operating leases – We lease offices, manufacturing plants, equipment, vehicles and warehouses under operating lease agreements expiring through December 2020. Rental expense amounted to approximately $9 million, $10 million and $9 million for the years ended December 31, 2015, 2014 and 2013, respectively. We do not have purchase options related to the operating lease agreements. The table below sets forth the approximate amount for future minimum lease payments under non-cancelable operating leases at December 31, 2015: 2016 $ 10,387 2017 8,631 2018 6,610 2019 5,925 2020 5,408 Thereafter 8,540 $ 45,501 In addition, we have the following land right leases. None of the leases requires a rental payment. Location Term (years) Expiration Date Chengdu, China 50 2061 Shanghai, China 50 2056 Sangdong, China 50 2058 Shanghai, China 50 2058 Yangzhou, China 50 2065 Purchase commitments – We have entered into non-cancelable purchase contracts for capital expenditures, primarily for manufacturing equipment, for approximately $25 million at December 31, 2015. Contingencies - From time to time, we are involved in various legal proceedings that arise in the normal course of business. While we intend to defend any lawsuit vigorously, we presently believe that the ultimate outcome of any current pending legal proceeding will not have any material adverse effect on our financial position, cash flows or operating results. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include monetary damages, which could impact on our business and operating results for the period in which the ruling occurs or future periods. Based on information available, we evaluate the likelihood of potential outcomes. We record the appropriate liability when the amount is deemed probable and reasonably estimable. In addition, we do not accrue for estimated legal fees and other directly related costs as they are expensed as incurred. Legal proceedings that we believe are material are disclosed below. On September 15, 2014, the United States District Court for the Eastern District of Texas issued an order regarding the putative securities class action 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”), granting defendants’ motion to dismiss the Class Action with prejudice. On October 13, 2014, plaintiffs filed a notice of appeal to the order dismissing the Class Action to the United States Court of Appeals for the Fifth Circuit. On January 13, 2016, the Court of Appeals issued an order and opinion affirming the dismissal of the Class Action with prejudice. Plaintiffs-appellants have until April 12, 2016 to file a petition for a writ of certiorari to the United States Supreme Court. Defendants-respondents intend to continue 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 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 16 – BUSINESS COMBINATION Pericom Semiconductor Corporation On November 24, 2015, we completed our acquisition of Pericom Semiconductor Corporation (“Pericom”) pursuant to the Agreement and Plan of Merger dated as of September 2, 2015 (the “Merger Agreement”), as amended on November 6, 2015, by Amendment No. 1 (the “Merger Agreement Amendment”). Under the Merger Agreement and the Merger Agreement Amendment and in accordance with the General Corporation Law of the State of California (1) PSI Merger Sub, Inc., a California corporation and wholly-owned subsidiary of the Company, was merged with and into Pericom, with Pericom continuing as the surviving corporation and a wholly-owned subsidiary of the Company, and (2) each outstanding share of common stock, without par value, of Pericom (other than shares owned by Pericom or certain of its affiliates or shares held by Pericom shareholders who have perfected their appraisal rights in accordance with applicable California law) was automatically converted into the right to receive $17.75 in cash per share, without interest. The aggregate consideration was approximately $403 million The table below sets forth the estimated purchase price and related costs for Pericom: Cash consideration for shares outstanding $ 391,123 Cash consideration for vested stock awards, including taxes of $88 7,371 Value of Diodes stock to be issued in exchange for unvested Pericom employee stock awards. 4,680 Total purchase price $ 403,174 The results of operations of Pericom are included in our consolidated financial statements from November 24, 2015. The consolidated revenue and earnings of Pericom included in our consolidated financial statements for the year ended December 31, 2015 was approximately $15 million and $(1) million, respectively, which include acquisition accounting adjustments. The purpose of the acquisition was to further our strategy of expanding market and growth opportunities through selected strategic acquisitions. Under the acquisition accounting guidelines we were required to record all assets acquired and liabilities assumed at fair value, and recognize intangible assets and goodwill of the acquired business. The table below sets forth the preliminary fair value assigned to the assets and liabilities acquired in the Pericom acquisition. This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma condensed combined balance sheet and statements of earnings. U.S. GAAP permits companies to complete the final determination of the fair values of assets and liabilities up to one year from the acquisition date. The size and breadth of the Pericom acquisition will necessitate the use of this one year measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the acquisition date including (i) changes in fair values of fixed assets and inventories, (ii) changes in allocations of intangible assets such as trademarks and in process research and development and developed technology, as well as goodwill, and (iii) other changes to assets and liabilities. The final allocation may also result in changes to amortization periods assigned to the assets. Any potential adjustments made could be material in relation to the preliminary values. A final determination of the allocation of the purchase price to the assets acquired and liabilities assumed has not been completed and the following table is considered preliminary. November 24, 2015 Acquisition Method Assets acquired: Cash and cash equivalents $ 48,806 Short-term investments 72,537 Accounts receivable 22,740 Inventory 22,488 Prepaid expenses and other current assets 5,793 Fixed assets 72,210 Intangible assets 156,700 Goodwill 54,304 Other long-term assets 16,069 Total assets acquired $ 471,647 Liabilities assumed: Accounts payable $ 16,925 Accrued liabilities and other 8,818 Income tax payable 1,498 Deferred tax liability 29,077 Other liabilities 12,155 Total liabilities assumed 68,473 Total net assets acquired $ 403,174 Total net assets acquired, net of cash acquired $ 354,368 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 was $141 million, with a weighted-average amortization period 11.6 years. We also acquired approximately $11 million of in process research and development. 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. We estimated the fair value of acquired receivables to be $23 million with a gross contractual amount of $25 million. We expected to collect substantially all of the acquired receivables. We evaluated and adjusted the acquired inventory for a reasonable profit allowance, which is intended to permit us to report only the profits normally associated with the activities following the acquisition as it relates to the work-in-progress and finished goods inventory. As such, we increased fair value of the inventory acquired from Pericom by approximately $6 million. Subsequent to the closing date of the acquisition we expensed that increase into cost of goods sold, of which approximately $3 million was recorded in the fourth quarter of 2015 and $3 million will be recorded in the first quarter of 2016 as the acquired work-in-progress and finished goods inventory is sold. The table below sets for the unaudited pro forma consolidated results of operations for the years ended December 31, 2015 and December 31, 2014 as if the acquisition of Pericom had occurred at January 1, 2014: Twelve Months Ended Twelve Months Ended December 31, 2015 December 31, 2014 Net revenues $ 960,019 $ 1,020,585 Net income attributable to common stockholders $ 40,180 $ 52,934 Earnings per share—Basic $ 0.82 $ 1.10 Earnings per share—Diluted $ 0.80 $ 1.07 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. The unaudited proforma consolidated results for December 31, 2015, exclude $10 million of acquisition related costs and $8 million of costs from Diodes restricted stock grants and change-in-control agreements for Pericom employees, and include additional amortization and depreciation of $12 million, additional interest expense of $11 million and additional income tax expense of $1 million. These unaudited pro forma consolidated results of operations were derived, in part, from the historical consolidated financial statements of Pericom and other available information and assumptions believed to be reasonable under the circumstances. Pericom will be conformed to Diodes’ reporting calendar. BCD Semiconductor Manufacturing Limited On March 5, 2013, we 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 BCD employees, payable at the 12, 18 and 24 month anniversaries of the acquisition, was established. The employee retention plan was intended to benefit us and not the selling shareholders, and therefore was excluded from the determination of the purchase price. The acquisition was funded by drawings on our revolving senior credit facility. The purchase price for BCD and related costs were estimated as follows: 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 are included in the consolidated financial statements from March 1, 2013. The consolidated revenue and earnings of BCD included in our consolidated financial statements for the year ended December 31, 2013 were approximately $155 million and $6 million, respectively, which include acquisition accounting adjustments. The purpose of the acquisition was to further our strategy of expanding market and growth opportunities through select strategic acquisitions. Under the accounting guidance for step acquisitions, we were 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 us to remeasure the preexisting investment in BCD at fair value, and recognize any gains or losses from such remeasurement. The fair value of our interest immediately before the closing date was $7 million, which resulted in us recognizing a non-cash gain of approximately $4 million within other income (expense) for the year ended December 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: March 1, 2013 Acquisition Method Assets acquired: Cash and cash equivalents $ 29,819 Accounts receivable, net 20,862 Inventory 42,909 Prepaid expenses and other current assets 27,205 Property, plant and equipment, net 99,390 Deferred tax assets 1,612 Other long-term assets 5,497 Other intangible assets 17,200 Goodwill 2,518 Total assets acquired $ 247,012 Liabilities assumed: Lines of credit $ 17,336 Accounts payable 34,758 Accrued liabilities and other 16,703 Deferred tax liability 5,055 Other liabilities 18,425 Total liabilities assumed 92,277 Total net assets acquired, net of cash acquired $ 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 was $17 million, which had 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, goodwill is not deductible for income tax purposes. We estimated the fair value of acquired receivables to be $21 million with a gross contractual amount of $21 million. We expected to collect substantially all of the acquired receivables. We evaluated and adjusted the acquired inventory for a reasonable profit allowance, which is intended to permit us to report only the profits normally associated with the activities following the acquisition as it relates to the work-in-progress and finished goods inventory. As such, we 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 year ended December 31, 2013 have been prepared as if the acquisition of BCD had occurred at January 1, 2012: Twelve Months Ended December 31, 2013 Net revenues $ 847,947 Net income attributable to common stockholders $ 25,513 Earnings per share—Basic $ 0.55 Earnings per share—Diluted $ 0.54 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. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Information [Abstract] | |
Selected Quarterly Financial Data | NOTE 17 – SELECTED QUARTERLY FINANCIAL DATA (Unaudited) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2015 Net sales $ 206,182 $ 219,453 $ 208,888 $ 214,381 Gross profit 63,913 69,437 61,636 53,597 Net income attributable to common shareholders 11,132 15,078 2,837 (4,773 ) Earnings per share attributable to common shareholders Basic $ 0.23 $ 0.31 $ 0.06 $ (0.10 ) Diluted $ 0.23 $ 0.31 $ 0.06 $ (0.10 ) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2014 Net sales $ 209,986 $ 223,217 $ 233,777 $ 223,671 Gross profit 61,581 70,304 74,732 70,662 Net income attributable to common shareholders 10,202 17,385 19,427 16,665 Earnings per share attributable to common shareholders Basic $ 0.22 $ 0.37 $ 0.41 $ 0.35 Diluted $ 0.21 $ 0.36 $ 0.40 $ 0.34 Note: The sum of the quarterly earnings per share may not equal the full year amount, as the computations of the weighted average number of common shares outstanding for each quarter and for the full year are performed independently. During the fourth quarter of 2014, we acquired Pericom Semiconductor Corporation. See Note 16 above for additional information. |
Summary of Operations and Sig25
Summary of Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of operations – Diodes Incorporated and its subsidiaries (collectively, the “Company” or “we” or “our”) is a leading global designer, 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. Our primary focus is on low pin count semiconductor devices with one or more active and/or passive components. Our products include diodes, rectifiers, transistors, MOSFETs, protection devices, functional specific arrays, single gate, dual gate and standard logic, amplifiers and comparators, Hall-effect and temperature sensors, power management devices including LED drivers, AC-DC and DC-DC switching, linear voltage regulators, and voltage references along with special function devices, such as USB power switches, load switches, voltage supervisors and motor controllers. Our products are sold primarily throughout Asia, North America and Europe. On November 24, 2015 we acquired Pericom Semiconductor Corporation. Pericom designs, develops and markets high-performance integrated circuits (“ICs”) and frequency control products (“FCPs”) used in many of today’s advanced electronic systems. ICs include functions that support the connectivity, timing and signal conditioning of high-speed parallel and serial protocols that transfer data among a system’s microprocessor, memory and various peripherals, such as displays and monitors, and between interconnected systems. FCPs are electronic components that provide frequency references such as crystals and oscillators for computer, communication and consumer electronic products. Analog, digital and mixed-signal ICs, together with FCPs enable higher system bandwidth and signal quality, resulting in better operating reliability, signal integrity, and lower overall system cost in applications such as notebook computers, servers, network switches and routers, storage area networks, digital TVs, cell phones, GPS and digital media players. Analog, digital and mixed-signal ICs, together with FCPs enable higher system bandwidth and signal quality, resulting in better operating reliability and signal integrity, and lower overall system cost in applications such as notebook computers, servers, network switches and routers, storage area networks, digital TVs, cell phones, GPS and digital media players. |
Principles of consolidation | Principles of consolidation – The consolidated financial statements include the accounts of Diodes Incorporated, its wholly-owned subsidiaries and its controlled majority-owned subsidiaries. We account for equity investments in companies over which we have the ability to exercise significant influence, but do not hold a controlling interest, under the equity method, and we record our proportionate share of income or losses in interest and other, net in the consolidated statements of income. All significant intercompany balances and transactions have been eliminated. |
Use of estimates | Use of estimates – The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires that management make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. Actual results may differ from these estimates in amounts that may be material to the consolidated financial statements and accompanying notes. |
Revenue recognition | Revenue recognition – Net sales (revenue) are recognized when there is persuasive evidence that an arrangement exists, when delivery has occurred, when the price to the buyer is fixed or determinable and when collectability of the receivable is reasonably assured. These elements are met when title to the products is passed to the buyers, which is generally when product is shipped to the customers. Generally, we recognize net sales upon shipment to manufacturers (direct ship) as well as upon sales to distributors using the “sell in” model, which is when product is shipped to the distributors (point of purchase). Certain customers have limited rights of return and/or are entitled to price adjustments on products held in their inventory or upon sale to their end customers. We reduce net sales in the period of sale for estimates of product returns, distributor price adjustments and other allowances. Our reserve estimates are based upon historical data as well as projections of sales, distributor inventories, price adjustments, average selling prices and market conditions. We record allowances/reserves for the following items: (i) ship and debit, which arise when we, from time to time based on market conditions, issue credit to certain distributors upon their shipments to their end customers; (ii) stock rotation, which are contractual obligations that permit certain distributors, up to four times a year, to return a portion of their inventory based on historical shipments to them in exchange for an equal and offsetting order; and (iii) price protection, which arise when market conditions cause average selling prices to decrease and we issue credit to certain distributors on their inventory. Ship and debit reserves are recorded as a reduction to net sales with a corresponding reduction to accounts receivable. Stock rotation reserves are recorded as a reduction to net sales with a corresponding reduction to cost of goods sold for the estimated cost of inventory that is expected to be returned. Price protection reserves are recorded as a reduction to net sales with a corresponding increase in accrued liabilities. Net sales are reduced in the period of sale for estimates of product returns and other allowances including distributor adjustments, which were approximately $113 million, $86 million and $68 million in 2015, 2014 and 2013, respectively. |
Product warranty | Product warranty – We generally warrant our products for a period of one year from the date of sale. Historically, warranty expense has not been material. |
Cash, cash equivalents, and short-term investments | Cash, cash equivalents, and short-term investments – We consider all highly liquid investments with maturity of three months or less at the date of purchase to be cash equivalents. We currently maintain substantially all of our day-to-day operating cash balances with major financial institutions. We hold short-term investments consisting of time deposits, which are highly liquid with maturity dates greater than three months at the date of purchase. Generally, we can access these investments in a relatively short amount of time but in doing so we generally forfeit a portion of interest income. See Note 2 below for additional information regarding fair value of financial instruments. |
Allowance for doubtful accounts | Allowance for doubtful accounts – We evaluate the collectability of our accounts receivable based upon a combination of factors, including the current business environment and historical experience. If we are aware of a customer’s inability to meet its financial obligations, we record an allowance to reduce the receivable to the amount we reasonably believe will be collected from the customer. For all other customers, we record an allowance based upon the amount of time the receivables are past due. If actual accounts receivable collections differ from these estimates, an adjustment to the allowance may be necessary with a resulting effect on operating expense. Accounts receivable are presented net of valuation allowance, which were approximately $ 3 million in 2015 and $2 million 2014. |
Inventories | Inventories – Inventories are stated at the lower of cost or market value. Cost is determined principally by the first-in, first-out method. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. Any write-down of inventory to the lower of cost or market at the close of a fiscal period creates a new cost basis that subsequently would not be marked up based on changes in underlying facts and circumstances. On an on-going basis, we evaluate inventory for obsolescence and slow-moving items. This evaluation includes analysis of sales levels, sales projections, and purchases by item, as well as raw material usage related to our manufacturing facilities. If our review indicates a reduction in utility below carrying value, we reduce inventory to a new cost basis. If future demand or market conditions are different than our current estimates, an inventory adjustment to write down inventory may be required, and would be reflected in cost of goods sold in the period the revision is made. |
Property, plant and equipment | Property, plant and equipment – Purchased property, plant and equipment is recorded at historical cost, and property, plant and equipment acquired in a business combination is recorded at fair value on the date of acquisition. Property, plant and equipment is depreciated using straight-line methods over the estimated useful lives, which range from 20 to 55 years for buildings and 3 to 10 years for machinery and equipment. The estimated lives of leasehold improvements range from 3 to 5 years, and are amortized over the shorter of the remaining lease term or their estimated useful lives. |
Goodwill and other indefinite lived intangible assets | Goodwill and other indefinite lived intangible assets – Goodwill is tested for impairment on an annual basis, on October 1, and between annual tests if indicators of potential impairment exist. We use the simplified goodwill impairment test, which allows us to first assess qualitatively whether it is necessary to perform step one of the two-step annual goodwill impairment test. We are required to perform step one and calculate the fair value of our reporting units only if we conclude that it is more likely than not (that is, a likelihood of more than 50%) that a reporting unit’s fair value is less than its carrying value. The qualitative analysis, which is referred to as step zero, was performed and we considered all relevant factors specific to our reporting units. Some factors considered in step zero were macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, events affecting a reporting unit and other relevant entity-specific events. For 2015, our step zero conclusion was that goodwill was possibly impaired at the BCD entity, located in Asia, but not impaired at any other entity. For BCD, we proceeded to a step one impairment analysis and further analysis determined there was no goodwill impairment. For 2014, our step zero conclusion was that it was more likely than not that goodwill was not impaired and no further testing was required until the next annual test date (or sooner if conditions or events before that date raise concerns of potential impairment in the business) for all reporting units. |
Impairment of long-lived assets | Impairment of long-lived assets – Our long-lived assets are reviewed whenever events or changes in circumstances indicate that the carrying value may not be recoverable . We consider assets to be impaired if the carrying value exceeds the undiscounted projected cash flows from operations. If impairment exists, the assets are written down to fair value or to the projected discounted cash flows from related operations. As of December 31, 2015, we expect the remaining carrying value of assets to be recoverable. No impairment of long-lived assets has been identified during any of the periods presented. |
Business combinations | Business combinations – The Company recognizes all (and only) the assets acquired and liabilities assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions prescribe, among other things, the determination of acquisition-date fair value of consideration paid in a business combination (including contingent consideration) and the exclusion of transaction and acquisition-related restructuring costs from acquisition accounting. During the normal course of business the Company makes acquisitions. In the event that an individual acquisition (or an aggregate of acquisitions) is material, appropriate disclosure of such acquisition activity is provided. See Note 16, for additional information regarding business combinations. |
Income taxes | Income taxes – Income taxes are accounted for using an asset and liability approach whereby deferred tax assets and liabilities are recorded for differences in the financial reporting bases and tax bases of our assets and liabilities. If it is more likely than not that some portion of deferred tax assets will not be realized, a valuation allowance is recorded. GAAP prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Tax positions shall initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and all relevant facts. |
Research and development costs | Research and development costs – Internally-developed research and development costs are expensed as incurred. Acquired in-process research and development (“IPR&D”) is capitalized as an indefinite-lived intangible asset and evaluated periodically for impairment. When the project is completed, an expected life is determined and the IPR&D is amortized as an expense over the expected life. |
Shipping and handling costs | Shipping and handling costs – Shipping and handling costs for products shipped to customers, which are included in selling, general and administrative expenses, were approximately $ 8 million, $11 million and $10 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Concentration of credit risk | Concentration of credit risk – Financial instruments, which potentially subject us to concentrations of credit risk, include trade accounts receivable. Credit risk is limited by the dispersion of our customers over various geographic areas, operating primarily in electronics manufacturing and distribution. We perform on-going credit evaluations of our customers, and generally require no collateral. Historically, credit losses have not been significant. We currently maintain substantially all of our day-to-day cash balances and short-term investments with major financial institutions. Cash balances are usually in excess of Federal and/or foreign deposit insurance limits. |
Valuation of financial instruments | Valuation of financial instruments – The carrying value of our financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, accounts payable, credit line, and long-term debt approximate fair value due to their current market conditions, maturity dates and other factors. |
Earnings per share | Earnings per share – Basic earnings per share is calculated by dividing net earnings attributable to common stockholders 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. Earnings per share are computed using the “treasury stock method.” For the three years ended December 31, 2015, 2014 and 2013, options and share grants outstanding totaling approximately 1 million shares, 2 million shares and 2 million shares have been excluded from the computation of diluted earnings per share because their effect was anti-dilutive. Twelve Months Ended December 31, 2015 2014 2013 Earnings (numerator) Net income attributable to common stockholders $ 24,274 $ 63,678 $ 26,532 Shares (denominator) Weighted average common shares outstanding (basic) 48,210 47,184 46,363 Dilutive effect of stock options and stock awards outstanding 1,290 1,410 1,295 Adjusted weighted average common shares outstanding (diluted) 49,500 48,594 47,658 Earnings per share attributable to common stockholders Basic $ 0.50 $ 1.35 $ 0.57 Diluted $ 0.49 $ 1.31 $ 0.56 |
Share-based compensation | Share-based compensation – We use the Black-Scholes-Merton model to determine the fair value of stock options on the date of grant and recognize compensation expense for stock options on a straight-line basis. Restricted stock grants are measured based on the fair market value of the underlying stock on the date of grant and compensation expense is recognized on a straight-line basis over the requisite four-year service period. The amount of compensation expense recognized using the Black-Scholes-Merton model requires us to exercise judgment and make assumptions relating to the factors that determine the fair value of our stock option grants. The fair value calculated by this model is a function of several factors, including the grant price, the expected future volatility, the expected term of the option and the risk-free interest rate of the option. The expected term and expected future volatility of the options require judgment. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those stock options expected to vest. We estimate the forfeiture rate based on historical experience, and to the extent our actual forfeiture rate is different from our estimate, share-based compensation expense is adjusted accordingly. |
Treasury stock | Treasury stock – Under a program authorized by our board of directors we have purchased shares of our common stock. These shares are recorded as treasury stock, at cost, as a reduction to stockholder’ equity. |
Functional currencies and foreign currency translation | Functional currencies and foreign currency translation – We translate the assets and liabilities of our non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates on the balance sheet date. Net sales and expense for these subsidiaries are translated at the weighted-average exchange rate during the period presented. Resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income or loss within stockholders’ equity in the consolidated balance sheets. Included in other income are foreign exchange (gains) losses of $ (1) million, $2 million and $1 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Defined benefit plan | Defined benefit plan – We maintain pension plans covering certain of our employees in the U.K. The overfunded or underfunded status of pension and postretirement benefit plans are recognized on the balance sheet. Actuarial gains and losses, and prior service costs or credits, are recognized in other comprehensive income (loss), net of tax effects, until they are amortized as a component of net periodic benefit cost. For financial reporting purposes, the net pension and supplemental retirement benefit obligations and the related periodic pension costs are calculated based upon, among other things, assumptions of the discount rate for plan obligations, estimated return on pension 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. The expected long-term return on plan assets was determined based on historical and expected future returns of the various asset classes. The plan’s investment policy includes a mandate to diversify assets and invest in a variety of asset classes to achieve its expected long-term return and is currently invested in a variety of funds representing most standard equity and debt security classes. Trustees of the plan may make changes at any time. |
Investment in joint ventures | Investment in joint ventures – Investment in joint ventures over which we have the ability to exercise significant influence and that, in general, are at least 20 percent owned are accounted for using the equity method of accounting. These investments are evaluated for impairment, in which an impairment loss would be recorded whenever a decline in the value of an equity investment below its carrying amount is determined to be “other than temporary.” In judging “other than temporary,” we consider the length of time and extent to which the fair value of the investment has been less than the carrying amount of the investment, the near-term and longer-term operating and financial prospects of the investee, and our longer-term intent of retaining the investment in the investee. |
Noncontrolling interest | Noncontrolling interest - Noncontrolling interest (previously referred to as minority interest) primarily relates to the minority investors’ share of the earnings of certain China and Taiwan subsidiaries. Noncontrolling interests are a separate component of equity and not a liability. Increases or decreases in noncontrolling interest, due to changes in our ownership interest of the subsidiaries that leave control intact, are recorded as equity transactions . The noncontrolling interest in our subsidiaries and their equity balances are reported separately in the consolidated financial statements, and activities of these subsidiaries are included therein. |
Contingencies | Contingencies – From time to time, we may be involved in a variety of legal matters that arise in the normal course of business. Based on information available, we evaluate the likelihood of potential outcomes. We record and disclose the appropriate liability when the amount is deemed probable and reasonably estimable. In addition, we do not accrue for estimated legal fees and other directly related costs as they are expensed as incurred. |
Comprehensive income (loss) | Comprehensive income (loss) – GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as separate components of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income or loss. The components of accumulated other comprehensive income or loss include foreign currency translation adjustments and unrealized gain or loss on defined benefit plan. Accumulated other comprehensive loss was approximately $ 84 million, $68 million and $44 million at December 31, 2015, 2014 and 2013, respectively. There is no income tax expense or benefit associated with each component of comprehensive income. As of December 31, the accumulated balance for each component of comprehensive income is as follows: 2015 2014 Translation adjustment $ (36,164 ) $ (16,357 ) Unrealized loss on defined benefit plan $ (31,320 ) $ (35,719 ) Unrealized foreign currency losses $ (16,932 ) $ (16,326 ) |
Reclassifications | Reclassifications – Certain immaterial amounts from prior periods have been reclassified to conform to the current years’ presentation. |
Recently accounting pronouncements | Recently Accounting Pronouncements - The Financial Accounting Standards Board (“FASB”) issued the following Accounting Standards Updates (“ASU”) which could have potential impact to the Company’s financial statements: ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This standard is effective date in the first quarter of 2018 for public companies. Under this proposal, early adoption is permitted as of the original effective time period of first quarter of 2017 and requires either a retrospective or a modified retrospective approach to adoption. We have not yet selected a transition method and are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost ASU No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). periods ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2016-16") ASU No. 2015-17 , Balance Sheet Classification of Deferred Taxes, (“ASU 2015-17”). ASU No. 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). will have on our consolidated financial statements and related disclosures. ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) - The standard requires companies that lease valuable assets like aircraft, real estate, and heavy equipment to recognize on their balance sheets the assets and liabilities generated by contracts longer than a year. The update to U.S. GAAP also requires companies to disclose in the footnotes to their financial statements information about the amount, timing, and uncertainty for the payments they make for the lease agreements. This new standard We are evaluating the effect that ASU 2016-02 will have on our consolidated financial statements and related disclosures. |
Summary of Operations and Sig26
Summary of Operations and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | For the three years ended December 31, 2015, 2014 and 2013, options and share grants outstanding totaling approximately 1 million shares, 2 million shares and 2 million shares have been excluded from the computation of diluted earnings per share because their effect was anti-dilutive. Twelve Months Ended December 31, 2015 2014 2013 Earnings (numerator) Net income attributable to common stockholders $ 24,274 $ 63,678 $ 26,532 Shares (denominator) Weighted average common shares outstanding (basic) 48,210 47,184 46,363 Dilutive effect of stock options and stock awards outstanding 1,290 1,410 1,295 Adjusted weighted average common shares outstanding (diluted) 49,500 48,594 47,658 Earnings per share attributable to common stockholders Basic $ 0.50 $ 1.35 $ 0.57 Diluted $ 0.49 $ 1.31 $ 0.56 |
Component of Comprehensive Income | There is no income tax expense or benefit associated with each component of comprehensive income. As of December 31, the accumulated balance for each component of comprehensive income is as follows: 2015 2014 Translation adjustment $ (36,164 ) $ (16,357 ) Unrealized loss on defined benefit plan $ (31,320 ) $ (35,719 ) Unrealized foreign currency losses $ (16,932 ) $ (16,326 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets At Fair Value | Financial assets and liabilities carried at fair value as of December 31, 2015 are classified in the following table: Description Fair Market Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Changes in Fair Values Included in Current Period Earnings Short-term investments $ 64,685 $ 2,035 $ 62,650 $ - $ - Financial assets and liabilities carried at fair value as of December 31, 2014 are classified in the following table: Description Fair Market Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Changes in Fair Values Included in Current Period Earnings Trading securities $ 7,180 $ 7,180 $ - $ - $ 1,364 Short-term investments 11,726 - 11,726 - - |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory Current | Inventories, stated at the lower of cost or market value, at December 31 were: 2015 2014 Finished goods $ 70,668 $ 66,045 Work-in-progress 46,061 42,417 Raw materials 86,103 73,564 $ 202,832 $ 182,026 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property Plant And Equipment | 2015 2014 Buildings and leasehold improvements $ 183,174 $ 124,920 Machinery and equipment 660,406 577,402 843,580 702,322 Less: Accumulated depreciation and amortization (479,898 ) (437,792 ) 363,682 264,530 Construction in-progress 39,426 26,202 Land 36,232 19,199 $ 439,340 $ 309,931 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Schedule of Intangible Assets | Intangible assets subject to amortization at December 31 were as follows: December 31, 2015 Intangible Assets Useful life Gross Carrying Amount Accumulated Amortization Currency Exchange Net Amortized intangible assets Patents 5-15 years $ 11,823 $ (7,722 ) $ (261 ) $ 3,840 Software license 3 years 1,212 (1,212 ) - - Developed product technology 2-10 years 152,309 (28,969 ) (5,929 ) 117,411 Customer relationships 12 years 62,093 (8,491 ) (1,460 ) 52,142 Trademarks and trade names 4-7 years 3,000 (2,125 ) - 875 Other 4-7 years 1,610 (309 ) (75 ) 1,226 Total amortized intangible assets 232,047 (48,828 ) (7,725 ) 175,494 Intangible assets with indefinite lives In process research and development Indefinite 11,400 - - 11,400 Trademarks and trade names Indefinite 10,303 - (788 ) 9,515 Total Intangible assets with indefinite lives 21,703 - (788 ) 20,915 Total intangible assets $ 253,750 $ (48,828 ) $ (8,513 ) $ 196,409 December 31, 2014 Intangible Assets Useful life Gross Carrying Amount Accumulated Amortization Currency Exchange and Other Net Amortized intangible assets Patents 5-15 years $ 11,815 $ (7,014 ) $ (249 ) $ 4,552 Software license 3 years 1,212 (1,212 ) - - Developed product technology 2-10 years 50,308 (24,224 ) (5,749 ) 20,335 Customer relationships 12 years 20,393 (6,202 ) (1,351 ) 12,840 Trademarks and trade names 4-7 years 3,000 (1,375 ) (59 ) 1,566 Total amortized intangible assets 86,728 (40,027 ) (7,408 ) 39,293 Intangible assets with indefinite lives Trademarks and trade names Indefinite 6,403 - (668 ) 5,735 Total Intangible assets with indefinite lives 6,403 - (668 ) 5,735 Total intangible assets $ 93,131 $ (40,027 ) $ (8,076 ) $ 45,028 |
Schedule of Expected Amortization Expense | Amortization of intangible assets is as follows: 2016 $ 20,509 2017 18,826 2018 17,844 2019 17,297 2020 15,249 2021 and thereafter 85,769 Total $ 175,494 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | Changes in goodwill for the years ended December 31 were as follows: Balance at December 31, 2013 $ 84,714 Currency exchange and other (3,485 ) Balance at December 31, 2014 81,229 Acquisitions 54,280 Currency exchange and other (2,596 ) Balance at December 31, 2015 $ 132,913 |
Bank Credit Agreements and Ot32
Bank Credit Agreements and Other Short-Term and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Long Term Debt By Current And Noncurrent [Abstract] | |
Schedule of Line of Credit Facilities | 2015 Outstanding at December 31, Lines of Credit Terms 2015 2014 $ 84,326 Unsecured, interest at LIBOR plus margin, due quarterly $ - $ 1,064 |
Schedule of Debt | Long-term debt – The balances as of December 31, consist of the following: 2015 2014 Notes payable to Taiwan bank, original principal amount of TWD 132 million, variable interest (approximately 1.9% as of December 31, 2015), matures July 6, 2021. 1,723 2,074 Term loan and revolver 464,500 139,000 Total long-term debt 466,223 141,074 Less: Current portion (10,282 ) (287 ) Long-term debt, net of current portion $ 455,941 $ 140,787 |
Schedule of Maturities of Long Term Debt | The table below sets forth the annual contractual maturities of long-term debt at December 31, 2015: 2016 $ 10,282 2017 287 2018 454,793 2019 299 2020 299 Thereafter 263 Total long-term debt $ 466,223 |
Accrued Liabilities and Other33
Accrued Liabilities and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities Current And Noncurrent [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities and other current liabilities at December 31 were: 2015 2014 Accrued expenses $ 34,108 $ 27,384 Compensation and payroll taxes 23,867 19,423 Equipment purchases 13,060 8,563 Accrued pricing adjustments 3,767 2,328 Accrued professional services 2,082 1,978 Other 917 473 $ 77,801 $ 60,149 |
Schedule Of Other Long Term Liabilities | Other long-term liabilities at December 31 were: 2015 2014 Accrued defined benefit plan $ 30,406 $ 37,618 Unrecognized tax benefits 20,933 15,425 Deferred grant and subsidy 20,361 9,538 Income tax contingencies 10,782 10,210 Deferred compensation 5,600 4,978 Other 2,071 1,163 $ 90,153 $ 78,932 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income (loss) before income taxes 2015 2014 2013 U.S. $ (21,091 ) $ 392 $ (12,936 ) Foreign 61,686 85,600 51,521 Total $ 40,595 $ 85,992 $ 38,585 The components of the income tax provision (benefit) are as follows for the years ended December 31: 2015 2014 2013 Current tax provision (benefit) Federal $ 12 $ 285 $ 1,315 Foreign 17,983 21,783 9,270 State 29 44 (187 ) 18,024 22,112 10,398 Deferred tax provision (benefit) Federal (2,739 ) 2,996 (1,531 ) Foreign (1,063 ) (4,244 ) (2,197 ) State (228 ) 51 9 (4,030 ) (1,197 ) (3,719 ) Liability for unrecognized tax benefits 88 (556 ) 7,802 Total income tax provision $ 14,082 $ 20,359 $ 14,481 |
Schedule of Effective Income Tax Rate Reconciliation | Reconciliation between the effective tax rate and the statutory tax rates for the years ended December 31, 2015, 2014, and 2013 is as follows: 2015 2014 2013 Percent Percent Percent of pretax of pretax of pretax Amount earnings Amount earnings Amount earnings Federal tax $ 14,214 35.0 $ 30,097 35.0 $ 13,501 35.0 State income taxes, net of federal tax provision (152 ) (0.4 ) 18 - 29 0.1 Foreign income taxed at lower tax rates (10,126 ) (24.9 ) (9,421 ) (11.0 ) (8,363 ) (21.7 ) U.S. tax impact of foreign operations 2,046 5.0 365 0.4 608 1.6 Foreign withholding taxes 2,268 5.6 3,694 4.3 866 2.2 Goodwill impairment - - - - 904 2.3 Research and development (2,068 ) (5.1 ) (2,666 ) (3.1 ) (2,294 ) (5.9 ) Liability for unrecognized tax benefits 88 0.2 (556 ) (0.6 ) 7,802 20.2 Valuation allowance 3,580 8.8 876 1.0 868 2.3 Provision-to-return adjustments 994 2.4 (1,925 ) (2.2 ) 554 1.4 Other 3,238 8.1 (123 ) (0.1 ) 6 - Income tax provision $ 14,082 34.7 $ 20,359 23.7 $ 14,481 37.5 |
Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible | In accordance with the provisions related to accounting for uncertainty in income taxes, we recognize the benefit of a tax position if the position is “more likely than not” to prevail upon examination by the relevant tax authority. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2015 2014 2013 Balance at January 1, $ 19,488 $ 20,710 $ 14,591 Additions based on tax positions related to the current year 3,450 2,729 3,659 Additions for prior year tax positions 6,963 424 10,206 Reductions for prior year tax positions (3,398 ) (4,375 ) (7,746 ) Balance at December 31, $ 26,503 $ 19,488 $ 20,710 |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2015 and 2014, our deferred tax assets and liabilities are comprised of the following items: 2015 2014 Deferred tax assets Inventory cost $ 7,944 $ 6,878 Accrued expenses and accounts receivable 2,206 2,042 Foreign tax credits 20,133 19,806 Research and development tax credits 12,306 6,034 Net operating loss carryforwards 25,878 14,706 Accrued pension 7,169 22,283 Share based compensation and others 18,238 20,655 93,874 92,404 Valuation allowances (35,738 ) (41,163 ) Total deferred tax assets, non-current 58,136 51,241 Deferred tax liabilities Plant, equipment and intangible assets (39,722 ) (3,334 ) Total deferred tax liabilities, non-current (39,722 ) (3,334 ) Net deferred tax assets $ 18,414 $ 47,907 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
General Discussion Of Pension And Other Postretirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The following table summarizes the net periodic benefit costs of the plan for the years ended December 31, 2015 and 2014: Defined Benefit Plan 2015 2014 Components of net periodic benefit cost: Service cost $ 305 $ 329 Interest cost 5,712 6,733 Recognized actuarial loss 1,429 1,036 Expected return on plan assets (6,213 ) (6,781 ) Net periodic benefit cost $ 1,233 $ 1,317 |
Schedule of Benefit Obligation, Fair Value of Plan Assets, and Funded Status of our Plan | The following tables set forth the benefit obligation, the fair value of plan assets, and the funded status as of December 31: Defined Benefit Plan 2015 2014 Change in benefit obligation: Beginning balance $ 159,715 $ 149,316 Service cost 305 329 Interest cost 5,712 6,733 Actuarial gain (loss) (9,043 ) 17,650 Benefits paid (4,072 ) (4,511 ) Currency changes (7,598 ) (9,802 ) Benefit obligation at December 31 $ 145,019 $ 159,715 Change in plan assets: Beginning balance - fair value $ 122,780 $ 116,567 Employer contribution 514 2,569 Actual return on plan assets 3,144 15,701 Benefits paid (4,072 ) (4,511 ) Currency changes (5,980 ) (7,546 ) Fair value of plan assets at December 31 $ 116,386 $ 122,780 Underfunded status at December 31 $ (28,633 ) $ (36,935 ) |
Schedule of Assumptions Used | The following weighted-average assumptions were used to determine net periodic benefit costs for the year ended December 31: 2015 2014 Discount rate 4.0% 3.7% Expected long-term return on plan assets 6.0% 5.2% The following weighted-average assumption was used to determine the benefit obligations for the year ended December 31: 2015 2014 Discount rate 4.0% 3.7% |
Schedule of Allocation Of Plan Assets | The following summarizes the plan asset allocations of the assets in the plan and expected long-term return by asset category Asset category Expected long-term return Asset allocation Growth assets 7.6 % 68 % Hedging assets 2.6 % 28 % Target return assets 7.1 % 1 % Cash 0.5 % 3 % Total 6.0 % 100 % |
Schedule of Expected Benefit Payments | Benefit plan payments are primarily made from funded benefit plan trusts and current assets. The following summarizes the expected future benefit payments, including future benefit accrual, as of December 31, 2015 2016 $ 4,039 2017 4,110 2018 4,364 2019 4,466 2020 4,910 2021-2025 32,674 |
Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets | The following table summarizes the major categories of the plan assets December 31, 2015 Asset category Level 1 Level 2 Level 3 Total Cash $ 3,643 $ 6,538 $ - $ 10,181 Equity securities: U.K. - 2,025 - 2,025 North America - 17,182 - 17,182 Europe (excluding U.K.) - 4,309 - 4,309 Japan - 3,373 - 3,373 Pacific Basin (excluding Japan) - 939 - 939 Emerging markets - 6,718 - 6,718 Fixed income securities: Corporate bonds - 5,920 - 5,920 Others - 3,392 - 3,392 Index linked securities: Others - 196 - 196 Other types of investments: Absolute return funds 702 3,908 - 4,610 Hedge funds - 15,791 - 15,791 Development REITS - 5,664 - 5,664 Insurance linked securities - 3,916 - 3,916 Liability driven investments - 32,105 - 32,105 Other - 65 - 65 Total $ 4,345 $ 112,041 $ - $ 116,386 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share Based Compensation [Abstract] | |
Schedule of Share-Based Compensation Expense | The table below sets forth compensation cost charged as an expense for share-based compensation plans, including stock options and share grants, recognized in the statements of income for the years ended December 31, 2015, 2014 and 2013: 2015 2014 2013 Cost of goods sold $ 716 $ 438 $ 522 Selling, general and administrative expense 16,228 12,438 11,645 Research and development expense 2,026 1,228 1,384 Total share-based compensation expense $ 18,970 $ 14,104 $ 13,551 |
Schedule of Share Based Payment Award Stock Options Valuation Assumptions | Share-based compensation expense for stock options granted during 2014 and 2013 was calculated on the date of grant using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions: 2014 2013 Weighted-average grant date fair value (1) $ 15.68 $ 12.88 Weighted-average assumptions used: Expected volatility 53.36 % 53.36 % Expected term (years) 7.2 7.2 Risk-free interest rate 2.08 % 1.49 % Forfeiture rate 0.00 % 0.78 % Expected dividend yield 0.00 % 0.00 % (1) No stock options were granted in 2015. |
Schedule of Share Based Compensation Stock Options Activity | The table below sets forth a summary of activity in our stock option plans: Stock Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2013 3,713 $ 17.85 Granted 186 23.35 Exercised (341 ) 7.70 Forfeited or expired (432 ) 20.34 Outstanding at December 31, 2013 3,126 18.93 Granted 176 27.92 Exercised (564 ) 10.37 Forfeited or expired (1) (2 ) 29.21 Outstanding at December 31, 2014 2,736 21.26 Granted - - Exercised (653 ) 15.63 Forfeited or expired (20 ) 22.91 Outstanding at December 31, 2015 2,063 $ 23.03 3.9 $ 4,111 Exercisable at December 31, 2015 1,776 $ 22.82 3.6 $ 3,840 ( 1) The Compensation Committee of the Board of Directors reviewed the grants of stock options to the Chief Executive Officer (“CEO”) in 2009, 2010, 2011 and 2012 (each such annual grant, an “Option Grant”), and approved a Confirmation Agreement, dated April 1, 2013, in which we and our CEO agreed and confirmed that our CEO 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 our Common Stock, and that each Option Grant document be deemed amended to reflect the foregoing 100,000 share limitation. |
Schedule of Share Based Compensation by Plan | The table below summarizes information about stock options outstanding at December 31, 2015: Plan Range of exercise prices Number outstanding Weighted average remaining contractual life (years) Weighted average exercise price 2001 Plan $ 15.05-29.21 1,722 3.5 $ 22.52 2013 Plan $ 23.35-27.92 341 5.9 $ 25.61 The table below summarizes information about stock options exercisable at December 31, 2015: Plan Range of exercise prices Number exercisable Weighted average remaining contractual life (years) Weighted average exercise price 2001 Plan $ 15.05-29.21 1,648 3.4 $ 22.66 2013 Plan $ 23.35-27.92 128 5.8 $ 24.86 |
Schedule of Nonvested Restricted Stock Units Activity | The table below sets forth a summary of our non-vested share grants in 2015, 2014 and 2013: Restricted Stock Grants Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Nonvested at December 31, 2012 1,164 20.42 Granted 453 24.66 Vested (428 ) 19.90 Forfeited (58 ) 21.66 Nonvested at December 31, 2013 1,131 22.35 Granted 788 25.08 Vested (346 ) 22.34 Forfeited (38 ) 24.98 Nonvested at December 31, 2014 1,535 23.32 $ 42,324 Granted 1,557 22.46 Vested (370 ) 25.02 $ 9,462 Forfeited (43 ) 26.08 Nonvested at December 31, 2015 2,679 $ 23.51 $ 61,247 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule Net Sales and Purchases of Related Party Transactions | The table below sets forth net sales and purchases from related parties for the twelve months ended December 31: 2015 2014 2013 LSC Net sales $ 588 $ 751 $ 770 Purchases $ 22,378 $ 31,588 $ 35,329 Keylink Net sales $ 9,749 $ 9,465 $ 10,559 Purchases $ 6,272 $ 8,122 $ 8,030 Nuvoton Purchases $ 12,598 $ 12,697 $ 8,317 |
Schedule of Account Receivable and Payable of Related Party Transactions | The table below sets forth accounts receivable from and accounts payable to related parties at December 31: 2015 2014 LSC Accounts receivable $ 55 $ 215 Accounts payable $ 2,845 $ 4,458 Keylink Accounts receivable $ 4,112 $ 4,142 Accounts payable $ 5,147 $ 6,472 Nuvoton Accounts payable $ 1,477 $ 1,167 |
Segment Information and Enter38
Segment Information and Enterprise-Wide Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales from External Customers and Long Lived Assets by Geographical Areas | Our primary operations include the operations in Asia, North America and Europe. The table below sets forth net sales by geographic areas based on the location of subsidiaries producing the net sales: 2015 Asia North America Europe Consolidated Total sales $ 793,960 $ 143,800 $ 164,304 $ 1,102,064 Inter-company sales (118,415 ) (60,882 ) (73,863 ) (253,160 ) Net sales $ 675,545 $ 82,918 $ 90,441 $ 848,904 Property, plant and equipment $ 362,186 $ 58,152 $ 19,002 $ 439,340 Assets $ 969,352 $ 466,170 $ 165,508 $ 1,601,030 2014 Asia North America Europe Consolidated Total sales $ 814,589 $ 154,861 $ 179,021 $ 1,148,471 Inter-company sales (106,728 ) (63,945 ) (87,147 ) (257,820 ) Net sales $ 707,861 $ 90,916 $ 91,874 $ 890,651 Property, plant and equipment $ 262,582 $ 26,363 $ 20,986 $ 309,931 Assets $ 874,331 $ 128,174 $ 176,652 $ 1,179,157 2013 Asia North America Europe Consolidated Total sales $ 750,339 $ 143,251 $ 165,179 $ 1,058,769 Inter-company sales (75,731 ) (65,947 ) (90,245 ) (231,923 ) Net sales $ 674,608 $ 77,304 $ 74,934 $ 826,846 Property, plant and equipment $ 268,196 $ 30,040 $ 23,777 $ 322,013 Assets $ 858,114 $ 120,104 $ 184,040 $ 1,162,258 |
Schedule of Net Sales by Countries | Net sales were derived from (shipped to) customers located in the following countries. “All others” represents countries with less than 3% of total net sales each: % of Total 2015 Net Sales Net Sales China 507,783 60 % U.S. 76,870 9 % Korea 66,605 8 % Germany 57,036 7 % Singapore 51,742 6 % Taiwan 30,127 4 % All others 58,741 6 % Total $ 848,904 100 % % of Total 2014 Net Sales Net Sales China $ 555,478 62 % U.S. 82,599 9 % Korea 66,772 7 % Germany 59,240 7 % Singapore 49,191 6 % Taiwan 27,207 3 % All others 50,164 6 % Total $ 890,651 100 % % of Total 2013 Net Sales Net Sales China $ 522,587 63 % U.S. 72,232 9 % Korea 68,693 8 % Germany 45,631 6 % Singapore 43,066 5 % Taiwan 30,233 4 % All others 44,404 5 % Total $ 826,846 100 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Operating leases – We lease offices, manufacturing plants, equipment, vehicles and warehouses under operating lease agreements expiring through December 2020. Rental expense amounted to approximately $ 9 million, $10 million and $9 million for the years ended December 31, 2015, 2014 and 2013, respectively. We do not have purchase options related to the operating lease agreements. The table below sets forth the approximate amount for future minimum lease payments under non-cancelable operating leases at December 31, 2015: 2016 $ 10,387 2017 8,631 2018 6,610 2019 5,925 2020 5,408 Thereafter 8,540 $ 45,501 |
Summary of Land Right Leases | In addition, we have the following land right leases. None of the leases requires a rental payment. Location Term (years) Expiration Date Chengdu, China 50 2061 Shanghai, China 50 2056 Sangdong, China 50 2058 Shanghai, China 50 2058 Yangzhou, China 50 2065 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Pericom | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The table below sets forth the estimated purchase price and related costs for Pericom: Cash consideration for shares outstanding $ 391,123 Cash consideration for vested stock awards, including taxes of $88 7,371 Value of Diodes stock to be issued in exchange for unvested Pericom employee stock awards. 4,680 Total purchase price $ 403,174 |
Schedule of Purchase Price Allocation | The table below sets forth the preliminary fair value assigned to the assets and liabilities acquired in the Pericom acquisition. This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma condensed combined balance sheet and statements of earnings. U.S. GAAP permits companies to complete the final determination of the fair values of assets and liabilities up to one year from the acquisition date. The size and breadth of the Pericom acquisition will necessitate the use of this one year measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the acquisition date including (i) changes in fair values of fixed assets and inventories, (ii) changes in allocations of intangible assets such as trademarks and in process research and development and developed technology, as well as goodwill, and (iii) other changes to assets and liabilities. The final allocation may also result in changes to amortization periods assigned to the assets. Any potential adjustments made could be material in relation to the preliminary values. A final determination of the allocation of the purchase price to the assets acquired and liabilities assumed has not been completed and the following table is considered preliminary. November 24, 2015 Acquisition Method Assets acquired: Cash and cash equivalents $ 48,806 Short-term investments 72,537 Accounts receivable 22,740 Inventory 22,488 Prepaid expenses and other current assets 5,793 Fixed assets 72,210 Intangible assets 156,700 Goodwill 54,304 Other long-term assets 16,069 Total assets acquired $ 471,647 Liabilities assumed: Accounts payable $ 16,925 Accrued liabilities and other 8,818 Income tax payable 1,498 Deferred tax liability 29,077 Other liabilities 12,155 Total liabilities assumed 68,473 Total net assets acquired $ 403,174 Total net assets acquired, net of cash acquired $ 354,368 |
Business Acquisition, Pro Forma Information | The table below sets for the unaudited pro forma consolidated results of operations for the years ended December 31, 2015 and December 31, 2014 as if the acquisition of Pericom had occurred at January 1, 2014: Twelve Months Ended Twelve Months Ended December 31, 2015 December 31, 2014 Net revenues $ 960,019 $ 1,020,585 Net income attributable to common stockholders $ 40,180 $ 52,934 Earnings per share—Basic $ 0.82 $ 1.10 Earnings per share—Diluted $ 0.80 $ 1.07 |
BCD Semiconductor Manufacturing Limited | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The purchase price for BCD and related costs were estimated as follows: 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 | 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: March 1, 2013 Acquisition Method Assets acquired: Cash and cash equivalents $ 29,819 Accounts receivable, net 20,862 Inventory 42,909 Prepaid expenses and other current assets 27,205 Property, plant and equipment, net 99,390 Deferred tax assets 1,612 Other long-term assets 5,497 Other intangible assets 17,200 Goodwill 2,518 Total assets acquired $ 247,012 Liabilities assumed: Lines of credit $ 17,336 Accounts payable 34,758 Accrued liabilities and other 16,703 Deferred tax liability 5,055 Other liabilities 18,425 Total liabilities assumed 92,277 Total net assets acquired, net of cash acquired $ 154,735 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma consolidated results of operations for the year ended December 31, 2013 have been prepared as if the acquisition of BCD had occurred at January 1, 2012: Twelve Months Ended December 31, 2013 Net revenues $ 847,947 Net income attributable to common stockholders $ 25,513 Earnings per share—Basic $ 0.55 Earnings per share—Diluted $ 0.54 |
Selected Quarterly Financial 41
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Information [Abstract] | |
Schedule of Quarterly Financial Data | 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2015 Net sales $ 206,182 $ 219,453 $ 208,888 $ 214,381 Gross profit 63,913 69,437 61,636 53,597 Net income attributable to common shareholders 11,132 15,078 2,837 (4,773 ) Earnings per share attributable to common shareholders Basic $ 0.23 $ 0.31 $ 0.06 $ (0.10 ) Diluted $ 0.23 $ 0.31 $ 0.06 $ (0.10 ) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2014 Net sales $ 209,986 $ 223,217 $ 233,777 $ 223,671 Gross profit 61,581 70,304 74,732 70,662 Net income attributable to common shareholders 10,202 17,385 19,427 16,665 Earnings per share attributable to common shareholders Basic $ 0.22 $ 0.37 $ 0.41 $ 0.35 Diluted $ 0.21 $ 0.36 $ 0.40 $ 0.34 |
Summary of Operations and Sig42
Summary of Operations and Significant Accounting Policies (Details) - USD ($) shares in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary Of Operations And Significant Accounting Policies [Line Items] | ||||
Sales Returns And Allowances Goods | $ 113,000,000 | $ 86,000,000 | $ 68,000,000 | |
Allowance for doubtful accounts | $ 3,000,000 | 3,000,000 | 2,000,000 | |
Impairment of goodwill | 5,318,000 | |||
Impairment of long-lived assets | 0 | |||
Shipping, Handling and Transportation Costs | $ 8,000,000 | $ 11,000,000 | $ 10,000,000 | |
Options and share grants outstanding | 1 | 2 | 2 | |
Foreign exchange transaction (gains) losses | $ (1,000,000) | $ 2,000,000 | $ 1,000,000 | |
Accumulated other comprehensive loss | (84,416,000) | $ (84,416,000) | $ (68,402,000) | $ (44,000,000) |
Increase in noncurrent deferred income taxes due to retrospective adoption of ASU 2015-17 | $ 11,000,000 | |||
Restricted Stock | ||||
Summary Of Operations And Significant Accounting Policies [Line Items] | ||||
Requisite service period | 4 years | |||
BCD Semiconductor Manufacturing Limited | ||||
Summary Of Operations And Significant Accounting Policies [Line Items] | ||||
Impairment of goodwill | $ 0 | |||
Building | Minimum | ||||
Summary Of Operations And Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 20 years | |||
Building | Maximum | ||||
Summary Of Operations And Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 55 years | |||
Machinery and Equipment | Minimum | ||||
Summary Of Operations And Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 3 years | |||
Machinery and Equipment | Maximum | ||||
Summary Of Operations And Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 10 years | |||
Leaseholds and Leasehold Improvements | Minimum | ||||
Summary Of Operations And Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 3 years | |||
Leaseholds and Leasehold Improvements | Maximum | ||||
Summary Of Operations And Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 5 years |
Summary of Operations and Sig43
Summary of Operations and Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings (numerator) | |||||||||||
Net income attributable to common stockholders | $ (4,773) | $ 2,837 | $ 15,078 | $ 11,132 | $ 16,665 | $ 19,427 | $ 17,385 | $ 10,202 | $ 24,274 | $ 63,678 | $ 26,532 |
Shares (denominator) | |||||||||||
Weighted average common shares outstanding (basic) | 48,210 | 47,184 | 46,363 | ||||||||
Dilutive effect of stock options and stock awards outstanding | 1,290 | 1,410 | 1,295 | ||||||||
Adjusted weighted average common shares outstanding (diluted) | 49,500 | 48,594 | 47,658 | ||||||||
Earnings per share attributable to common stockholders | |||||||||||
Basic | $ (0.10) | $ 0.06 | $ 0.31 | $ 0.23 | $ 0.35 | $ 0.41 | $ 0.37 | $ 0.22 | $ 0.50 | $ 1.35 | $ 0.57 |
Diluted | $ (0.10) | $ 0.06 | $ 0.31 | $ 0.23 | $ 0.34 | $ 0.40 | $ 0.36 | $ 0.21 | $ 0.49 | $ 1.31 | $ 0.56 |
Summary of Operations and Sig44
Summary of Operations and Significant Accounting Policies - Component of Comprehensive Income (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | ||
Translation adjustment | $ (36,164) | $ (16,357) |
Unrealized loss on defined benefit plan | (31,320) | (35,719) |
Unrealized foreign currency losses | $ (16,932) | $ (16,326) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Short-term investments | $ 64,685 | $ 11,726 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets At Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2015 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Trading securities | $ 7,180 | |
Short-term investments | 11,726 | $ 64,685 |
Trading Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Changes in Fair Value, Gain (Loss) | 1,364 | |
Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Trading securities | 7,180 | |
Short-term investments | 2,035 | |
Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 11,726 | $ 62,650 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory Current (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 70,668 | $ 66,045 |
Work-in-progress | 46,061 | 42,417 |
Raw materials | 86,103 | 73,564 |
Total | $ 202,832 | $ 182,026 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property Plant And Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Property Plant And Equipment [Abstract] | |||
Buildings and leasehold improvements, Gross | $ 183,174 | $ 124,920 | |
Machinery and equipment | 660,406 | 577,402 | |
Property, plant and equipment, at cost | 843,580 | 702,322 | |
Less: Accumulated depreciation and amortization | (479,898) | (437,792) | |
Net | 363,682 | 264,530 | |
Construction in-progress | 39,426 | 26,202 | |
Land | 36,232 | 19,199 | |
Property, plant and equipment, net | $ 439,340 | $ 309,931 | $ 322,013 |
Property, Plant and Equipment49
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment [Abstract] | |||
Depreciation | $ 71,504 | $ 68,857 | $ 65,529 |
Capital lease obligations | $ 200 | $ 200 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | $ 232,047 | $ 86,728 |
Accumulated Amortization | (48,828) | (40,027) |
Currency Exchange | (7,725) | (7,408) |
Amortization of Intangible Assets, Net | 175,494 | 39,293 |
Gross Carrying Amount | 21,703 | 6,403 |
Currency Exchange | (788) | (668) |
Net | 20,915 | 5,735 |
Total Intangible Assets - Gross Carrying Amount | 253,750 | 93,131 |
Total Intangible Assets - Accumulated Amortization | (48,828) | (40,027) |
Total Intangible Assets - Currency Exchange and Other | (8,513) | (8,076) |
Total Intangible Assets - Net | 196,409 | 45,028 |
In Process Research and Development | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 11,400 | |
Net | 11,400 | |
Trademarks and Trade Names | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 10,303 | 6,403 |
Currency Exchange | (788) | (668) |
Net | 9,515 | 5,735 |
Patents | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 11,823 | 11,815 |
Accumulated Amortization | (7,722) | (7,014) |
Currency Exchange | (261) | (249) |
Amortization of Intangible Assets, Net | $ 3,840 | $ 4,552 |
Patents | Minimum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 5 years | 5 years |
Patents | Maximum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 15 years | 15 years |
Software License | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 3 years | 3 years |
Gross Carrying Amount | $ 1,212 | $ 1,212 |
Accumulated Amortization | (1,212) | (1,212) |
Developed Technology | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 152,309 | 50,308 |
Accumulated Amortization | (28,969) | (24,224) |
Currency Exchange | (5,929) | (5,749) |
Amortization of Intangible Assets, Net | $ 117,411 | $ 20,335 |
Developed Technology | Minimum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 2 years | 2 years |
Developed Technology | Maximum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 10 years | 10 years |
Customer Relationships | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 12 years | 12 years |
Gross Carrying Amount | $ 62,093 | $ 20,393 |
Accumulated Amortization | (8,491) | (6,202) |
Currency Exchange | (1,460) | (1,351) |
Amortization of Intangible Assets, Net | 52,142 | 12,840 |
Trademarks and Trade Names | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 3,000 | 3,000 |
Accumulated Amortization | (2,125) | (1,375) |
Currency Exchange | (59) | |
Amortization of Intangible Assets, Net | $ 875 | $ 1,566 |
Trademarks and Trade Names | Minimum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 4 years | 4 years |
Trademarks and Trade Names | Maximum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 7 years | 7 years |
Other | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | $ 1,610 | |
Accumulated Amortization | (309) | |
Currency Exchange | (75) | |
Amortization of Intangible Assets, Net | $ 1,226 | |
Other | Minimum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 4 years | |
Other | Maximum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 7 years |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |||
Amortization of intangibles | $ 8,596 | $ 7,914 | $ 8,078 |
Intangible Assets - Schedule 52
Intangible Assets - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2,016 | $ 20,509 | |
2,017 | 18,826 | |
2,018 | 17,844 | |
2,019 | 17,297 | |
2,020 | 15,249 | |
2021 and thereafter | 85,769 | |
Amortization of Intangible Assets, Net | $ 175,494 | $ 39,293 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill | ||
Goodwill beginning balance | $ 81,229 | $ 84,714 |
Acquisitions | 54,280 | |
Currency exchange and other | (2,596) | (3,485) |
Goodwill ending balance | $ 132,913 | $ 81,229 |
Bank Credit Agreements and Ot54
Bank Credit Agreements and Other Short-Term and Long-Term Debt - Additional Information (Details) - USD ($) | Sep. 02, 2015 | Dec. 31, 2015 |
Line Of Credit Facility [Line Items] | ||
Lines of credit unused and available | $ 83,000,000 | |
Line of Credit Facility Credit Used For Guarantee | 1,000,000 | |
U.S. and Asia Subsidiaries | ||
Line Of Credit Facility [Line Items] | ||
Lines of credit unused and available | 83,000,000 | |
Line of Credit Facility Credit Used For Guarantee | $ 0 | |
Credit Agreement | ||
Line Of Credit Facility [Line Items] | ||
Credit agreement commencement date | Sep. 2, 2015 | |
Line of credit facility, Affiliated borrower | Diodes International B.V | |
Credit Agreement | Maximum | ||
Line Of Credit Facility [Line Items] | ||
Line of credit facility additional increase in borrowing capacity | $ 200,000,000 | |
Revolver | ||
Line Of Credit Facility [Line Items] | ||
Lines of credit maximum borrowing capacity | 400,000,000 | |
Line of credit facility, maturity date | Jan. 8, 2018 | |
Term Loan, Interest Rate Terms | Borrowed amounts under the Revolver and the Term Loan Facility bear interest at a rate per annum equal to (a) a base rate (equal to the highest of (i) the Federal Funds Rate plus 1⁄2 of 1.00%, (ii) Bank of America’s “prime rate”, and (iii) the Eurocurrency Rate plus 1.00%,) plus 0.50% and 1.50%, based upon the Borrowers’ Consolidated Leverage Ratio, or (b) the Eurocurrency Rate plus 1.50% and 2.50%, based upon the Borrowers’ Consolidated Leverage Ratio. | |
Revolver | Swing Line Sublimit | ||
Line Of Credit Facility [Line Items] | ||
Lines of credit maximum borrowing capacity | 10,000,000 | |
Revolver | Letter of Credit Sublimit | ||
Line Of Credit Facility [Line Items] | ||
Lines of credit maximum borrowing capacity | 10,000,000 | |
Revolver | Alternative Currency Sublimit | ||
Line Of Credit Facility [Line Items] | ||
Lines of credit maximum borrowing capacity | 20,000,000 | |
Revolver | Maximum | ||
Line Of Credit Facility [Line Items] | ||
Commitment fee percentage | 0.40% | |
Revolver | Minimum | ||
Line Of Credit Facility [Line Items] | ||
Commitment fee percentage | 0.25% | |
Term Loan Facility | ||
Line Of Credit Facility [Line Items] | ||
Lines of credit maximum borrowing capacity | $ 100,000,000 | |
Line of credit facility, maturity date | Jan. 8, 2018 | |
Unsecured | ||
Line Of Credit Facility [Line Items] | ||
Lines of credit maximum borrowing capacity | $ 84,326,000 |
Bank Credit Agreements and Ot55
Bank Credit Agreements and Other Short-Term and Long-Term Debt - Schedule of Line of Credit Facilities (Details) - Unsecured - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Lines of credit maximum borrowing capacity | $ 84,326,000 | |
Lines of credit amount outstanding | $ 1,064,000 |
Bank Credit Agreements and Ot56
Bank Credit Agreements and Other Short-Term and Long-Term Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 466,223 | $ 141,074 |
Current portion of long-term debt | (10,282) | (287) |
Long-term debt, net of current portion | 455,941 | 140,787 |
Notes Payable To Bank | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 1,723 | 2,074 |
Term Loan and Revolver | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 464,500 | $ 139,000 |
Bank Credit Agreements and Ot57
Bank Credit Agreements and Other Short-Term and Long-Term Debt - Schedule of Debt (Parenthetical) (Details) - Notes Payable To Bank TWD in Millions | 12 Months Ended |
Dec. 31, 2015TWD | |
Debt Instrument [Line Items] | |
Long-term Debt, Gross | TWD 132 |
Long-term variable interest rate | 1.90% |
Debt Instrument, Maturity Date, Description | TWD 132 million, variable interest (approximately 1.9% as of December 31, 2015), matures July 6, 2021 |
Debt instrument, maturity date | Jul. 6, 2021 |
Bank Credit Agreements and Ot58
Bank Credit Agreements and Other Short-Term and Long-Term Debt - Schedule of Maturities of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Long Term Debt By Current And Noncurrent [Abstract] | ||
Maturities in next year | $ 10,282 | |
Maturities in year 2 | 287 | |
Maturities in year 3 | 454,793 | |
Maturities in year 4 | 299 | |
Maturities in year 5 | 299 | |
Maturities in after year 5 | 263 | |
Total long-term debt | $ 466,223 | $ 141,074 |
Accrued Liabilities and Other59
Accrued Liabilities and Other Long Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities, Current [Abstract] | ||
Accrued expenses | $ 34,108 | $ 27,384 |
Compensation and payroll taxes | 23,867 | 19,423 |
Equipment purchases | 13,060 | 8,563 |
Accrued pricing adjustments | 3,767 | 2,328 |
Accrued professional services | 2,082 | 1,978 |
Other | 917 | 473 |
Accrued Liabilities, Current, Total | 77,801 | 60,149 |
Liabilities, Noncurrent [Abstract] | ||
Accrued defined benefit plan | 30,406 | 37,618 |
Unrecognized tax benefits, net | 20,933 | 15,425 |
Deferred grant and subsidy | 20,361 | 9,538 |
Income tax contingencies | 10,782 | 10,210 |
Deferred compensation | 5,600 | 4,978 |
Other | 2,071 | 1,163 |
Other long-term liabilities, Total | $ 90,153 | $ 78,932 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Nov. 30, 2015 | Dec. 31, 2014 | |
Equity Class Of Treasury Stock [Line Items] | |||
Other Restrictions on Payment of Dividends | Our credit agreement with Bank of America N.A. and other lenders parties permits us to pay dividends up to $1.5 million per fiscal year to its stockholders so long as we have not defaulted and are in continuing operation at the time of such dividend. | ||
Common stock par value | $ 0.666 | $ 0.666 | |
Stock repurchase program expiration date | Dec. 31, 2019 | ||
Common shares repurchased during period, shares | 466,010 | ||
Common shares repurchased during period, value | $ 11,009,000 | ||
Stock Repurchase Program | |||
Equity Class Of Treasury Stock [Line Items] | |||
Common stock par value | $ 0.666 | ||
Stock Repurchase Program | Maximum | |||
Equity Class Of Treasury Stock [Line Items] | |||
Authorized amount of common stock under stock repurchase program | $ 100,000,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (21,091) | $ 392 | $ (12,936) |
Foreign | 61,686 | 85,600 | 51,521 |
Income before income taxes and noncontrolling interest | 40,595 | 85,992 | 38,585 |
Current tax provision (benefit) | |||
Federal | 12 | 285 | 1,315 |
Foreign | 17,983 | 21,783 | 9,270 |
State | 29 | 44 | (187) |
Current tax provision (benefit), Total | 18,024 | 22,112 | 10,398 |
Deferred tax provision (benefit) | |||
Federal | (2,739) | 2,996 | (1,531) |
Foreign | (1,063) | (4,244) | (2,197) |
State | (228) | 51 | 9 |
Deferred Income Tax Expense (Benefit), Total | (4,030) | (1,197) | (3,719) |
Liability for unrecognized tax benefits | 88 | (556) | 7,802 |
Total income tax provision | $ 14,082 | $ 20,359 | $ 14,481 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | |||
Federal tax | $ 14,214 | $ 30,097 | $ 13,501 |
State income taxes, net of federal tax provision (benefit) | (152) | 18 | 29 |
Foreign income taxed at lower tax rates | (10,126) | (9,421) | (8,363) |
U.S. tax impact of foreign operations | 2,046 | 365 | 608 |
Foreign withholding taxes | 2,268 | 3,694 | 866 |
Goodwill impairment | 904 | ||
Research and development | (2,068) | (2,666) | (2,294) |
Liability for unrecognized tax benefits | 88 | (556) | 7,802 |
Valuation allowance | 3,580 | 876 | 868 |
Provision-to-return adjustments | 994 | (1,925) | 554 |
Other | 3,238 | (123) | 6 |
Total income tax provision | $ 14,082 | $ 20,359 | $ 14,481 |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | |||
Income tax rate, Federal tax | 35.00% | 35.00% | 35.00% |
Income tax rate, State income taxes | (0.40%) | 0.10% | |
Income tax rate, Foreign income taxed at lower tax rates | (24.90%) | (11.00%) | (21.70%) |
Income tax rate, U.S. tax impact of foreign operations | 5.00% | 0.40% | 1.60% |
Income tax rate, Foreign withholding taxes | 5.60% | 4.30% | 2.20% |
Income tax rate, Goodwill impairment | 2.30% | ||
Income tax rate, Research and development | (5.10%) | (3.10%) | (5.90%) |
Income tax rate, Liability for unrecognized tax benefits | 0.20% | (0.60%) | 20.20% |
Income tax rate, Valuation allowance | 8.80% | 1.00% | 2.30% |
Income tax rate, Provision-to-return adjustment | 2.40% | (2.20%) | 1.40% |
Income tax rate, Other | 8.10% | (0.10%) | |
Income tax rate, Total | 34.70% | 23.70% | 37.50% |
Income Taxes - Summary of Posit
Income Taxes - Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Beginning Balance | $ 19,488 | $ 20,710 | $ 14,591 |
Additions based on tax positions related to the current year | 3,450 | 2,729 | 3,659 |
Additions for prior years tax positions | 6,963 | 424 | 10,206 |
Reductions for prior years tax positions | (3,398) | (4,375) | (7,746) |
Ending Balance | $ 26,503 | $ 19,488 | $ 20,710 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Tax Credit Carryforward [Line Items] | ||||
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 our 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. | |||
Unrecognized tax benefits | $ 26,503 | $ 19,488 | $ 20,710 | $ 14,591 |
Income Tax Examination, Description | We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations by tax authorities for tax years before 2007, or for the 2010 tax year. We are no longer subject to China income tax examinations by tax authorities for tax years before 2005. With respect to state and local jurisdictions and countries outside of the U.S., with limited exceptions, we are no longer subject to income tax audits for years before 2011. Although the outcome of tax audits is always uncertain, we believe that adequate amounts of tax, interest and penalties, if any, have been provided for in our reserve for any adjustments that may result from future tax audits. We recognize accrued interest and penalties, if any, related to unrecognized tax benefits in interest expense. We had an immaterial amount of accrued interest and penalties at December 31, 2015, 2014 and 2013. | |||
Net deferred tax assets | $ 18,414 | 47,907 | ||
Deferred Tax Assets Operating Loss Carryforwards | 5,000 | 4,000 | ||
Deferred Tax Assets Excluding Tax Benefits For Operating Loss Carryforwards | 13,000 | 44,000 | ||
Tax Credit Carryforward, Valuation Allowance | 22,000 | |||
Income Taxes Supplemental Information [Abstract] | ||||
Statutory Accounting Practices, Retained Earnings Not Available for Dividends | 42,000 | |||
Additional Tax On Undistributed Foreign Earnings | 146,000 | |||
Tax holidays | $ 3,000 | $ 2,000 | $ 2,000 | |
Tax holidays basic EPS | $ 0.06 | $ 0.05 | $ 0.05 | |
Tax holidays diluted EPS | $ 0.06 | $ 0.05 | $ 0.05 | |
China | ||||
Income Taxes Supplemental Information [Abstract] | ||||
Deferred Tax Liabilities, Undistributed Foreign Earnings | $ 383,000 | |||
Federal | ||||
Tax Credit Carryforward [Line Items] | ||||
Tax Credit Carryforward, Amount | $ 26,000 | |||
Tax Credit Carryforward, Expiration Dates | Jan. 1, 2015 | |||
Operating Loss Carryforward [Abstract] | ||||
Operating Loss Carryforwards | $ 56,000 | |||
Operating Loss Carryforwards, Expiration Dates | Jan. 1, 2032 | |||
State and Local Jurisdiction | ||||
Tax Credit Carryforward [Line Items] | ||||
Tax Credit Carryforward, Amount | $ 7,000 | |||
Tax Credit Carryforward, Expiration Dates | Jan. 1, 2020 | |||
Operating Loss Carryforward [Abstract] | ||||
Operating Loss Carryforwards | $ 3,000 | |||
Operating Loss Carryforwards, Expiration Dates | Jan. 1, 2015 | |||
Foreign Tax Authority | ||||
Operating Loss Carryforward [Abstract] | ||||
Operating Loss Carryforwards | $ 17,000 | |||
Operating Loss Carryforwards, Expiration Dates | Jan. 1, 2020 | |||
Operating Loss Carryforwards, Valuation Allowance | $ 2,000 | |||
Income Taxes Supplemental Information [Abstract] | ||||
Deferred Tax Liabilities, Undistributed Foreign Earnings | $ 536,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets | ||
Inventory cost | $ 7,944 | $ 6,878 |
Accrued expenses and accounts receivable | 2,206 | 2,042 |
Foreign tax credits | 20,133 | 19,806 |
Research and development tax credits | 12,306 | 6,034 |
Net operating loss carryforwards | 25,878 | 14,706 |
Accrued pension | 7,169 | 22,283 |
Share based compensation and others | 18,238 | 20,655 |
Total deferred tax assets, include valuation allowance | 93,874 | 92,404 |
Valuation allowances | (35,738) | (41,163) |
Total deferred tax assets, non-current | 58,136 | 51,241 |
Deferred tax liabilities | ||
Plant, equipment and intangible assets | (39,722) | (3,334) |
Total deferred tax liabilities, non-current | (39,722) | (3,334) |
Net deferred tax assets | $ 18,414 | $ 47,907 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) £ in Millions | 12 Months Ended | |||||
Dec. 31, 2015USD ($)$ / £ | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015GBP (£)$ / £ | Mar. 31, 2015USD ($) | Mar. 31, 2015GBP (£) | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Net period benefit costs | $ 1,233,000 | $ 1,317,000 | ||||
Underfunded pension and postretirement obligation, noncurrent | 29,000,000 | |||||
Accumulated comprehensive loss defined benefit plan | 31,320,000 | 35,719,000 | ||||
Defined benefit plan recognized gain loss increase(decrease) | (5,000,000) | |||||
Other comprehensive income (loss), pension and other postretirement benefit plans, net unamortized gain (loss) arising during period, before tax | $ 6,000,000 | |||||
Defined benefit plan amortization of net gains losses average term | 13 years | |||||
Defined benefit plan, expected future benefit payments in year one | $ 4,039,000 | |||||
Defined benefit plan, expected future benefit payments in year two | 4,110,000 | |||||
Defined benefit plan, expected future benefit payments in year three | 4,364,000 | |||||
Defined benefit plan, expected future benefit payments in year four | 4,466,000 | |||||
Defined benefit plan, expected future benefit payments in year five | 4,910,000 | |||||
Defined contribution plan, cost recognized | $ 14,000,000 | 13,000,000 | $ 6,000,000 | |||
Deferred Compensation Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Deferred compensation arrangements, overall, description | We maintain 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. We offset our 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 December 31, 2015, these investments totaled approximately $6 million. All gains and losses in these investments are materially offset by corresponding gains and losses in the deferred compensation plan liabilities. | |||||
Deferred compensation plan assets | $ 6,000,000 | |||||
Share-based compensation arrangement by share-based payment award, description | We maintain share-based compensation plans for our Board, officers and key employees, which provide for stock options and stock awards under our equity incentive plans, as described in Note 12. | |||||
United States | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Employer matching contribution percentage | 6.00% | |||||
Employee salary deferral contributions percentage | 100.00% | |||||
Employer matching contribution amount of match | $ 1 | |||||
Defined contribution plan employee matching contribution amount | $ 2 | |||||
Defined contribution plan vesting period | 4 years | |||||
Description of defined contribution pension and other postretirement plans | We maintain a 401(k) retirement plan (“the Plan”) for the benefit of qualified employees at our U.S. locations. Employees who participate may elect to make salary deferral contributions to the Plan up to 100% of the employees’ eligible payroll subject to annual Internal Revenue Code maximum limitations. We currently make a matching contribution of $1 for every $2 contributed by the participant up to 6% (3% maximum matching) of the participant’s eligible payroll, which vests over an initial four years. In addition, we may make a discretionary contribution to the entire qualified employee pool, in accordance with the Plan. | |||||
Taiwan, Province of China | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Employer matching contribution percentage | 6.00% | |||||
Description of defined contribution pension and other postretirement plans | Pursuant to the Taiwan Labor Standard Law and Factory Law, we maintain a retirement plan for the employees in Taiwan, whereby we make contributions at a rate of 6% of the employee’s eligible payroll. | |||||
China | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Description of defined contribution pension and other postretirement plans | As stipulated by the regulations of China, we maintain a retirement plan pursuant to the local municipal government for the employees in China. We are required to make contributions to the retirement plan at a rate between 10% and 22% of the employee’s eligible payroll. | |||||
China | Minimum | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Employer matching contribution percentage | 10.00% | |||||
China | Maximum | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Employer matching contribution percentage | 22.00% | |||||
Equity Securities | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined benefit plan, target allocation percentage of assets, equity securities | 48.00% | |||||
Debt Securities | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined benefit plan, target allocation percentage of assets, equity securities | 40.00% | |||||
Equity Funds | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined benefit plan, target allocation percentage of assets, equity securities | 12.00% | |||||
Pension Plan, Defined Benefit | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined benefit plans, general information | In connection with the Zetex acquisition, we adopted a contributory defined benefit plan that covers certain employees in the U.K. The defined benefit plan is closed to new entrants and frozen with respect to future benefit accruals. The retirement benefit is based on the final average compensation and service of each eligible employee. We determined the fair value of the defined benefit plan assets and utilize an annual measurement date of December 31. At subsequent measurement dates, defined benefit plan assets will be determined based on fair value. Defined benefit plan assets consist primarily of high quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension liability. The net pension and supplemental retirement benefit obligations and the related periodic costs are based on, among other things, assumptions of 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. | |||||
Net period benefit costs | $ 1,000,000 | $ 1,000,000 | ||||
Pension Plan, Defined Benefit | Trust for Benefit of Employee | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined Benefit Plan, Estimated Future Employer Contributions in Current Fiscal year, Description | We adopted a payment plan with the trustees of the defined benefit plan, in which we will pay approximately GBP 2 million every year from 2012 through 2019. In the first quarter of 2015, based on the pension deficit, we adopted (as required every three years) an amended payment plan in which we will pay approximately GBP 2 million (approximately $3 million based on a USD:GBP exchange rate of 1.6:1) annually through 2030. | |||||
Defined benefit plan, expected future benefit payments in year one | £ | £ 2 | |||||
Defined benefit plan, expected future benefit payments in year two | £ | 2 | |||||
Defined benefit plan, expected future benefit payments in year three | £ | 2 | |||||
Defined benefit plan, expected future benefit payments in year four | £ | 2 | |||||
Defined benefit plan, expected future benefit payments in year five | £ | 2 | |||||
Defined benefit plan, expected future benefit payments in three fiscal years thereafter | £ | £ 2 | |||||
GBP:USD exchange rate | $ / £ | 0.625 | 0.625 | ||||
Amended Pension Plan, Defined Benefit | Trust for Benefit of Employee | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined benefit plan, expected future benefit payments in year one | $ 3,000,000 | £ 2 | ||||
Defined benefit plan, expected future benefit payments in year two | 3,000,000 | 2 | ||||
Defined benefit plan, expected future benefit payments in year three | 3,000,000 | 2 | ||||
Defined benefit plan, expected future benefit payments in year four | 3,000,000 | 2 | ||||
Defined benefit plan, expected future benefit payments in year five | 3,000,000 | 2 | ||||
Defined benefit plan, expected future benefit payments in ten fiscal years thereafter | $ 3,000,000 | £ 2 |
Employee Benefit Plans - Net pe
Employee Benefit Plans - Net periodic benefit costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||
Service cost | $ 305 | $ 329 |
Interest cost | 5,712 | 6,733 |
Recognized actuarial loss | 1,429 | 1,036 |
Expected return on plan assets | (6,213) | (6,781) |
Net periodic benefit cost | $ 1,233 | $ 1,317 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Changes in Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Change in Benefit Obligation [Roll Forward] | ||
Service cost | $ 305 | $ 329 |
Interest cost | 5,712 | 6,733 |
Change in Plan Assets [Roll Forward] | ||
Fair value of plan assets - ending | 116,386 | |
Pension Plan, Defined Benefit | ||
Change in Benefit Obligation [Roll Forward] | ||
Benefit obligation - beginning | 159,715 | 149,316 |
Service cost | 305 | 329 |
Interest cost | 5,712 | 6,733 |
Actuarial gain (loss) | (9,043) | 17,650 |
Benefits paid | (4,072) | (4,511) |
Currency changes | (7,598) | (9,802) |
Benefit obligation - ending | 145,019 | 159,715 |
Change in Plan Assets [Roll Forward] | ||
Fair value of plan assets - beginning | 122,780 | 116,567 |
Employer contribution | 514 | 2,569 |
Actual return | 3,144 | 15,701 |
Benefits paid | (4,072) | (4,511) |
Currency changes | (5,980) | (7,546) |
Fair value of plan assets - ending | 116,386 | 122,780 |
Underfunded status | $ (28,633) | $ (36,935) |
Employee Benefit Plans - Sche69
Employee Benefit Plans - Schedule of Assumptions Used (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Defined benefit plan, Weighted average assumptions used in calculating net periodic benefit cost [Abstract] | ||
Expected long-term return on plan assets | 6.00% | |
Pension Plan, Defined Benefit | ||
Defined benefit plan, Weighted average assumptions used in calculating net periodic benefit cost [Abstract] | ||
Discount rate | 4.00% | 3.70% |
Expected long-term return on plan assets | 6.00% | 5.20% |
Defined benefit plan, Weighted average assumptions used in calculating benefit obligation [Abstract] | ||
Discount rate | 4.00% | 3.70% |
Employee Benefit Plans - Expect
Employee Benefit Plans - Expected long-term return by asset category (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Expected Long Term Return [Abstract] | |
Expected long-term return | 6.00% |
Asset allocation [Abstract] | |
Asset allocation | 100.00% |
Growth assets | |
Expected Long Term Return [Abstract] | |
Expected long-term return | 7.60% |
Asset allocation [Abstract] | |
Asset allocation | 68.00% |
Hedging assets | |
Expected Long Term Return [Abstract] | |
Expected long-term return | 2.60% |
Asset allocation [Abstract] | |
Asset allocation | 28.00% |
Target return assets | |
Expected Long Term Return [Abstract] | |
Expected long-term return | 7.10% |
Asset allocation [Abstract] | |
Asset allocation | 1.00% |
Cash | |
Expected Long Term Return [Abstract] | |
Expected long-term return | 0.50% |
Asset allocation [Abstract] | |
Asset allocation | 3.00% |
Employee Benefit Plans - Expe71
Employee Benefit Plans - Expected future benefit payments (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Defined Benefit Plan Estimated Future Benefit Payments [Abstract] | |
2,016 | $ 4,039 |
2,017 | 4,110 |
2,018 | 4,364 |
2,019 | 4,466 |
2,020 | 4,910 |
2021-2025 | $ 32,674 |
Employee Benefit Plans - Plan A
Employee Benefit Plans - Plan Assets by major categories (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | $ 116,386 |
Cash | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 10,181 |
Equity Securities | UK | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 2,025 |
Equity Securities | Europe Excluding UK | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 4,309 |
Equity Securities | JP | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 3,373 |
Equity Securities | Pacific Basin Excluding JP | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 939 |
Equity Securities | Emerging Markets | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 6,718 |
Equity Securities | North America | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 17,182 |
Hedge Funds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 15,791 |
Fair Value, Inputs, Level 1 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 4,345 |
Fair Value, Inputs, Level 1 | Cash | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 3,643 |
Fair Value, Inputs, Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 112,041 |
Fair Value, Inputs, Level 2 | Cash | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 6,538 |
Fair Value, Inputs, Level 2 | Equity Securities | UK | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 2,025 |
Fair Value, Inputs, Level 2 | Equity Securities | Europe Excluding UK | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 4,309 |
Fair Value, Inputs, Level 2 | Equity Securities | JP | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 3,373 |
Fair Value, Inputs, Level 2 | Equity Securities | Pacific Basin Excluding JP | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 939 |
Fair Value, Inputs, Level 2 | Equity Securities | Emerging Markets | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 6,718 |
Fair Value, Inputs, Level 2 | Equity Securities | North America | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 17,182 |
Fair Value, Inputs, Level 2 | Hedge Funds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 15,791 |
Corporate Bonds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 5,920 |
Corporate Bonds | Fair Value, Inputs, Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 5,920 |
Others, Fixed Income Securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 3,392 |
Others, Fixed Income Securities | Fair Value, Inputs, Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 3,392 |
Others, Index Linked Securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 196 |
Others, Index Linked Securities | Fair Value, Inputs, Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 196 |
Absolute Return Funds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 4,610 |
Absolute Return Funds | Fair Value, Inputs, Level 1 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 702 |
Absolute Return Funds | Fair Value, Inputs, Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 3,908 |
Development REITS | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 5,664 |
Development REITS | Fair Value, Inputs, Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 5,664 |
Insurance Linked Securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 3,916 |
Insurance Linked Securities | Fair Value, Inputs, Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 3,916 |
Liability Driven Investments | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 32,105 |
Liability Driven Investments | Fair Value, Inputs, Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 32,105 |
Other | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 65 |
Other | Fair Value, Inputs, Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | $ 65 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 18,970 | $ 14,104 | $ 13,551 |
Cost of Goods Sold | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | 716 | 438 | 522 |
Selling, General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | 16,228 | 12,438 | 11,645 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 2,026 | $ 1,228 | $ 1,384 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
May. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option expense | $ 3 | $ 3 | $ 4 | |
Share-based compensation arrangement by share-based payment award, fair value assumptions, method used | Share-based compensation expense for stock options granted during 2014 and 2013 was calculated on the date of grant using the Black-Scholes-Merton option-pricing model | |||
Cash proceeds received from stock option exercises | $ 10 | 6 | 3 | |
Restricted stock expense | $ 16 | $ 11 | $ 9 | |
Restricted stock granted | 1,557,000 | 788,000 | 453,000 | |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 3 | |||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years | |||
Stock Options | Plan 2001 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, description | Stock options under our 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 | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |||
Stock Options | Plan 2013 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, description | 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 | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||
Share-based compensation arrangement by share-based payment award, expiration period | 8 years | |||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 6,000,000 | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 34 | |||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 3 years | |||
Restricted Stock | Pericom | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock expense | $ 4 | |||
Restricted stock granted | 724,000 |
Share Based Compensation - Tota
Share Based Compensation - Total Compensation Cost Charged, Weighted Average Assumptions (Details) - Stock Options - $ / shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Weighted-average grant date fair value | $ 15.68 | $ 12.88 |
Weighted-average assumptions used: | ||
Expected volatility | 53.36% | 53.36% |
Expected term (years) | 7 years 2 months 12 days | 7 years 2 months 12 days |
Risk free interest rate | 2.08% | 1.49% |
Forfeiture rate | 0.00% | 0.78% |
Expected dividend yield | 0.00% | 0.00% |
Share Based Compensation - To76
Share Based Compensation - Total Compensation Cost Charged, Weighted Average Assumptions (Parenthetical) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation [Abstract] | |||
Stock options granted, shares | 0 | 176,000 | 186,000 |
Share-Based Compensation - Sc77
Share-Based Compensation - Schedule of Share Based Compensation Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options, Shares: | |||
Outstanding Beginning Shares | 2,736,000 | 3,126,000 | 3,713,000 |
Granted Shares | 0 | 176,000 | 186,000 |
Exercised Shares | (653,000) | (564,000) | (341,000) |
Forfeited or Expired Shares | (20,000) | (2,000) | (432,000) |
Outstanding Ending Shares | 2,063,000 | 2,736,000 | 3,126,000 |
Shares Exercisable | 1,776,000 | ||
Weighted Average Exercise Price: | |||
Outstanding Beginning Weighted Average Exercise Price | $ 21.26 | $ 18.93 | $ 17.85 |
Granted Weighted Average Exercise Price | 27.92 | 23.35 | |
Exercised Weighted Average Exercise Price | 15.63 | 10.37 | 7.70 |
Forfeited or Expired Weighted Average Exercise Price | 22.91 | 29.21 | 20.34 |
Outstanding Ending Weighted Average Exercise Price | 23.03 | $ 21.26 | $ 18.93 |
Exercisable Weighted Average Exercise Price | $ 22.82 | ||
Weighted Average Remaining Contractual Term: | |||
Outstanding Weighted Average Remaining Contractual Term | 3 years 10 months 24 days | ||
Exercisable Weighted Average Remaining Contractual Term | 3 years 7 months 6 days | ||
Aggregate Intrinsic Value : | |||
Outstanding Intrinsic Value | $ 4,111 | ||
Exercisable Intrinsic Value | $ 3,840 |
Share-Based Compensation - Sc78
Share-Based Compensation - Schedule of Share Based Compensation Stock Options Activity (Parenthetical) (Details) - Stock Options - Chief Executive Officer - shares | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Date of confirmation agreement | Apr. 1, 2013 | ||||
Number of option grant claim for common stock | 0 | 0 | 0 | 0 | |
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock to purchase for option grant | 100,000 |
Share Based Compensation - Stoc
Share Based Compensation - Stock Options Outstanding and Exercisable (Details) - $ / shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Options Outstanding [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,063 | 2,736 | 3,126 | 3,713 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 10 months 24 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 23.03 | $ 21.26 | $ 18.93 | $ 17.85 |
Stock Options Exercisable [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,776 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 7 months 6 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 22.82 | |||
Plan 2,001 | ||||
Stock Options Outstanding [Abstract] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 15.05 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 29.21 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,722 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 6 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 22.52 | |||
Stock Options Exercisable [Abstract] | ||||
Share Based Compensation Shares Exercisable Under Stock Option Plans Exercise Price Range Lower Range Limit | 15.05 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 29.21 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,648 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 4 months 24 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 22.66 | |||
Plan 2,013 | ||||
Stock Options Outstanding [Abstract] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 23.35 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 27.92 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 341 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years 10 months 24 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 25.61 | |||
Stock Options Exercisable [Abstract] | ||||
Share Based Compensation Shares Exercisable Under Stock Option Plans Exercise Price Range Lower Range Limit | 23.35 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 27.92 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 128 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 9 months 18 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 24.86 |
Share-Based Compensation - Sc80
Share-Based Compensation - Schedule Of Nonvested Restricted Stock Units Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of the status of non vested share grants [Roll Forward] | |||
Beginning balance nonvested | 1,535 | 1,131 | 1,164 |
Granted | 1,557 | 788 | 453 |
Vested | (370) | (346) | (428) |
Forfeited | (43) | (38) | (58) |
Ending balance nonvested | 2,679 | 1,535 | 1,131 |
Weighted-Average Grant-Date Fair Value [Roll Forward] | |||
Beginning balance nonvested | $ 23.32 | $ 22.35 | $ 20.42 |
Granted | 22.46 | 25.08 | 24.66 |
Vested | 25.02 | 22.34 | 19.90 |
Forfeited | 26.08 | 24.98 | 21.66 |
Ending balance nonvested | $ 23.51 | $ 23.32 | $ 22.35 |
Aggregate Intrinsic Value | |||
Balance nonvested | $ 42,324 | ||
Vested | 9,462 | ||
Balance nonvested | $ 61,247 | $ 42,324 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Lite On Semiconductor | |||
Related Party Transaction [Line Items] | |||
Related Party ownership of common stock | 17.00% | ||
Related Party Transaction, Description of Transaction | LSC is our largest stockholder, owning approximately 17% of our outstanding Common Stock as of December 31, 2015, and is a member of the Lite-On Group of companies. | ||
Lite On Semiconductor | Maximum | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction Revenues Percentage from Transactions with Related Party | 1.00% | 1.00% | 1.00% |
Keylink | |||
Related Party Transaction [Line Items] | |||
Related Party ownership of common stock | 5.00% | ||
Related Party Transaction, Description of Transaction | Keylink is our 5% joint venture partner in our Shanghai assembly and test facilities. | ||
Related Party Transaction Revenues Percentage from Transactions with Related Party | 1.00% | 1.00% | 3.00% |
Related Party Transaction Consulting Fees from Transactions with Related Party | $ 18 | $ 19 | $ 17 |
Chengdu Ya Guang Electronic Company Limited ("Ya Guang") | |||
Related Party Transaction [Line Items] | |||
Related Party ownership of common stock | 5.00% | ||
Related Party Transaction, Description of Transaction | In addition, Chengdu Ya Guang Electronic Company Limited (“Ya Guang”) is our 5% joint venture partner in our two Chengdu assembly and test facilities |
Related Party Transactions - Sc
Related Party Transactions - Schedule Net Sales and Purchases of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Lite On Semiconductor | |||
Related Party Transaction [Line Items] | |||
Net sales from related parties | $ 588 | $ 751 | $ 770 |
Purchases from related parties | 22,378 | 31,588 | 35,329 |
Keylink | |||
Related Party Transaction [Line Items] | |||
Net sales from related parties | 9,749 | 9,465 | 10,559 |
Purchases from related parties | 6,272 | 8,122 | 8,030 |
Nuvoton | |||
Related Party Transaction [Line Items] | |||
Purchases from related parties | $ 12,598 | $ 12,697 | $ 8,317 |
Related Party Transactions - 83
Related Party Transactions - Schedule of Account Receivable and Payable of Related Party Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Lite On Semiconductor | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 55 | $ 215 |
Accounts payable | 2,845 | 4,458 |
Keylink | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | 4,112 | 4,142 |
Accounts payable | 5,147 | 6,472 |
Nuvoton | ||
Related Party Transaction [Line Items] | ||
Accounts payable | $ 1,477 | $ 1,167 |
Segment Information and Enter84
Segment Information and Enterprise-Wide Disclosure - Schedule of Net Sales from External Customers and Long Lived Assets by Geographical Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 214,381 | $ 208,888 | $ 219,453 | $ 206,182 | $ 223,671 | $ 233,777 | $ 223,217 | $ 209,986 | $ 848,904 | $ 890,651 | $ 826,846 |
Property, plant and equipment, net | 439,340 | 309,931 | 439,340 | 309,931 | 322,013 | ||||||
Total assets | 1,601,030 | 1,179,157 | 1,601,030 | 1,179,157 | 1,162,258 | ||||||
Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 1,102,064 | 1,148,471 | 1,058,769 | ||||||||
Intersegment Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (253,160) | (257,820) | (231,923) | ||||||||
Asia | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 675,545 | 707,861 | 674,608 | ||||||||
Property, plant and equipment, net | 362,186 | 262,582 | 362,186 | 262,582 | 268,196 | ||||||
Total assets | 969,352 | 874,331 | 969,352 | 874,331 | 858,114 | ||||||
Asia | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 793,960 | 814,589 | 750,339 | ||||||||
Asia | Intersegment Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (118,415) | (106,728) | (75,731) | ||||||||
North America | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 82,918 | 90,916 | 77,304 | ||||||||
Property, plant and equipment, net | 58,152 | 26,363 | 58,152 | 26,363 | 30,040 | ||||||
Total assets | 466,170 | 128,174 | 466,170 | 128,174 | 120,104 | ||||||
North America | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 143,800 | 154,861 | 143,251 | ||||||||
North America | Intersegment Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (60,882) | (63,945) | (65,947) | ||||||||
Europe | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 90,441 | 91,874 | 74,934 | ||||||||
Property, plant and equipment, net | 19,002 | 20,986 | 19,002 | 20,986 | 23,777 | ||||||
Total assets | $ 165,508 | $ 176,652 | 165,508 | 176,652 | 184,040 | ||||||
Europe | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 164,304 | 179,021 | 165,179 | ||||||||
Europe | Intersegment Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ (73,863) | $ (87,147) | $ (90,245) |
Segment Information and Enter85
Segment Information and Enterprise-Wide Disclosure - Schedule of Net Sales by Countries (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net sales | $ 214,381 | $ 208,888 | $ 219,453 | $ 206,182 | $ 223,671 | $ 233,777 | $ 223,217 | $ 209,986 | $ 848,904 | $ 890,651 | $ 826,846 |
Percentage of net sales | 100.00% | 100.00% | 100.00% | ||||||||
China | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net sales | $ 507,783 | $ 555,478 | $ 522,587 | ||||||||
Percentage of net sales | 60.00% | 62.00% | 63.00% | ||||||||
United States | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net sales | $ 76,870 | $ 82,599 | $ 72,232 | ||||||||
Percentage of net sales | 9.00% | 9.00% | 9.00% | ||||||||
Korea | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net sales | $ 66,605 | $ 66,772 | $ 68,693 | ||||||||
Percentage of net sales | 8.00% | 7.00% | 8.00% | ||||||||
Germany | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net sales | $ 57,036 | $ 59,240 | $ 45,631 | ||||||||
Percentage of net sales | 7.00% | 7.00% | 6.00% | ||||||||
Singapore | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net sales | $ 51,742 | $ 49,191 | $ 43,066 | ||||||||
Percentage of net sales | 6.00% | 6.00% | 5.00% | ||||||||
Taiwan, Province of China | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net sales | $ 30,127 | $ 27,207 | $ 30,233 | ||||||||
Percentage of net sales | 4.00% | 3.00% | 4.00% | ||||||||
All Others | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net sales | $ 58,741 | $ 50,164 | $ 44,404 | ||||||||
Percentage of net sales | 6.00% | 6.00% | 5.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments And Contingencies [Line Items] | |||
Lease Expiration Date | Dec. 31, 2020 | ||
Operating Leases, Rent Expense, Net | $ 9 | $ 10 | $ 9 |
Purchase Commitments | $ 25 | ||
Putative Securities Class Action | |||
Commitments And Contingencies [Line Items] | |||
Loss Contingency, Name of Defendant | Diodes, Inc | ||
Loss Contingency, Lawsuit Filing Date | Mar. 15, 2013 | ||
Loss Contingency, Name of Plaintiff | Local 731 I.B. of T. Excavators and Pavers Pension Trust Fund | ||
Stockholder Derivative Action Two | |||
Commitments And Contingencies [Line Items] | |||
Loss Contingency, Name of Defendant | Keh-Shew Lu | ||
Loss Contingency, Lawsuit Filing Date | Feb. 20, 2014 | ||
Loss Contingency, Name of Plaintiff | Persson | ||
Loss Contingency, Allegations | on behalf of the Company against its directors, in which plaintiff alleges that the Board 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. | ||
Number of days given to extend stay of an action after either expiration of an appeal period or a final decision | 30 days |
Commitments and Contingencies87
Commitments and Contingencies - Commitments (Future Minimum Payment) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2,016 | $ 10,387 |
2,017 | 8,631 |
2,018 | 6,610 |
2,019 | 5,925 |
2,020 | 5,408 |
Thereafter | 8,540 |
Operating Leases, Future Minimum Payment, Total | $ 45,501 |
Commitments and Contingencies88
Commitments and Contingencies - Summary of Land Right Leases (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Chengdu, China | |
Commitments And Contingencies [Line Items] | |
Land right lease term | 50 years |
Land Right Lease, Expiration Year | 2,061 |
Shanghai, China | |
Commitments And Contingencies [Line Items] | |
Land right lease term | 50 years |
Land Right Lease, Expiration Year | 2,056 |
Sangdong, China | |
Commitments And Contingencies [Line Items] | |
Land right lease term | 50 years |
Land Right Lease, Expiration Year | 2,058 |
Shanghai 1, China | |
Commitments And Contingencies [Line Items] | |
Land right lease term | 50 years |
Land Right Lease, Expiration Year | 2,058 |
Yangzhou, China | |
Commitments And Contingencies [Line Items] | |
Land right lease term | 50 years |
Land Right Lease, Expiration Year | 2,065 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 24, 2015 | Mar. 05, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2016 | Jun. 30, 2013 | Mar. 31, 2013 |
Business Acquisition [Line Items] | ||||||||
Additional interest expense included in unaudited proforma consolidated results | $ 4,232 | $ 4,332 | $ 5,580 | |||||
Additional income tax expense benefit included in unaudited proforma consolidated results | $ 14,082 | $ 20,359 | 14,481 | |||||
Pericom | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Effective Date of Acquisition | Nov. 24, 2015 | |||||||
Business Acquisition, Cost of Acquired Entity, Description of Purchase Price Components | we completed our acquisition of Pericom Semiconductor Corporation (“Pericom”) pursuant to the Agreement and Plan of Merger dated as of September 2, 2015 (the “Merger Agreement”), as amended on November 6, 2015, by Amendment No. 1 (the “Merger Agreement Amendment”). Under the Merger Agreement and the Merger Agreement Amendment and in accordance with the General Corporation Law of the State of California (1) PSI Merger Sub, Inc., a California corporation and wholly-owned subsidiary of the Company, was merged with and into Pericom, with Pericom continuing as the surviving corporation and a wholly-owned subsidiary of the Company, and (2) each outstanding share of common stock, without par value, of Pericom (other than shares owned by Pericom or certain of its affiliates or shares held by Pericom shareholders who have perfected their appraisal rights in accordance with applicable California law) was automatically converted into the right to receive $17.75 in cash per share, without interest. The aggregate consideration was approximately $403 million including the value of Pericom equity awards paid out or converted to Diodes equity awards pursuant to the Merger Agreement and Merger Agreement Amendment | |||||||
Exchange rights value of shares | $ 17.75 | |||||||
Business acquisition aggregate consideration | $ 403,174 | |||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 15,000 | |||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ (1,000) | |||||||
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 | $ 141,000 | |||||||
Business Combination, Acquired Receivables, Fair Value | 23,000 | |||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 25,000 | |||||||
Acquired Inventory Adjustments | 6,000 | |||||||
Acquired Inventory Expenses To Cost Of Goods Sold | $ 3,000 | |||||||
Business Combination, Acquired Receivables, Description | We estimated the fair value of acquired receivables to be $23 million with a gross contractual amount of $25 million. We expected to collect substantially all of the acquired receivables. | |||||||
Acquired Inventory Reasonable Profit Allowance | We evaluated and adjusted the acquired inventory for a reasonable profit allowance, which is intended to permit us to report only the profits normally associated with the activities following the acquisition as it relates to the work-in-progress and finished goods inventory. As such, we increased fair value of the inventory acquired from Pericom by approximately $6 million. Subsequent to the closing date of the acquisition we expensed that increase into cost of goods sold, of which approximately $3 million was recorded in the fourth quarter of 2015 and $3 million will be recorded in the first quarter of 2016 as the acquired work-in-progress and finished goods inventory is sold. | |||||||
Business Acquisition, Pro Forma Information, Description | The table below sets for the unaudited pro forma consolidated results of operations for the years ended December 31, 2015 and December 31, 2014 as if the acquisition of Pericom had occurred at January 1, 2014. 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 Pericom and other available information and assumptions believed to be reasonable under the circumstances. | |||||||
Acquisition related costs excluded in unaudited proforma consolidated results | $ 10,000 | |||||||
Cost of restricted stock grants and change in control agreements excluded in unaudited proforma consolidated results | 8,000 | |||||||
Additional amortization included in unaudited proforma consolidated results | 12,000 | |||||||
Additional interest expense included in unaudited proforma consolidated results | 11,000 | |||||||
Additional income tax expense benefit included in unaudited proforma consolidated results | 1,000 | |||||||
Aggregate consideration, excluding acquisition costs, fees and expenses | $ 4,680 | |||||||
Pericom | Subsequent Event | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired Inventory Expenses To Cost Of Goods Sold | $ 3,000 | |||||||
Pericom | In Process Research and Development | ||||||||
Business Acquisition [Line Items] | ||||||||
Indefinite-lived Intangible Assets Acquired | $ 11,000 | |||||||
Pericom | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years 7 months 6 days | |||||||
BCD Semiconductor Manufacturing Limited | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Effective Date of Acquisition | Mar. 5, 2013 | |||||||
Business Acquisition, Cost of Acquired Entity, Description of Purchase Price Components | we 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 BCD employees, payable at the 12, 18 and 24 month anniversaries of the acquisition, was established. | |||||||
Business acquisition aggregate consideration | $ 156,810 | |||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 155,000 | |||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 6,000 | |||||||
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 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years | |||||||
Business Combination, Acquired Receivables, Fair Value | $ 21,000 | |||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 21,000 | |||||||
Acquired Inventory Adjustments | $ 5,000 | |||||||
Acquired Inventory Expenses To Cost Of Goods Sold | $ 3,000 | $ 2,000 | ||||||
Business Combination, Acquired Receivables, Description | We estimated the fair value of acquired receivables to be $21 million with a gross contractual amount of $21 million. We expected to collect substantially all of the acquired receivables. | |||||||
Acquired Inventory Reasonable Profit Allowance | We evaluated and adjusted the acquired inventory for a reasonable profit allowance, which is intended to permit us to report only the profits normally associated with the activities following the acquisition as it relates to the work-in-progress and finished goods inventory. As such, we 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. | |||||||
Business Acquisition, Pro Forma Information, Description | The following unaudited pro forma consolidated results of operations for the year ended December 31, 2013 have been prepared as if the acquisition of BCD had occurred at January 1, 2012. 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. | |||||||
Acquisition related costs excluded in unaudited proforma consolidated results | 2,075 | |||||||
Retention Payable | $ 5,000 | |||||||
Business Acquisition, Share Price | $ 0.001 | |||||||
Exchange rights value per American Depository Shares | $ 8 | |||||||
Aggregate consideration, excluding acquisition costs, fees and expenses | $ 154,735 | |||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Description | The step acquisition guidelines also require us to remeasure the preexisting investment in BCD at fair value, and recognize any gains or losses from such remeasurement. The fair value of our interest immediately before the closing date was $7 million, which resulted in us recognizing a non-cash gain of approximately $4 million within other income (expense) for the year ended December 31, 2013. | |||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 7,000 | |||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | $ 4,000 | |||||||
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. | |||||||
Acquired Finite-lived Intangible Asset, Residual Value | $ 0 | |||||||
Business Acquisition, Purchase Price Allocation, Goodwill, Expected Tax Deductible Amount, Description | goodwill is not deductible for income tax purposes. | |||||||
BCD Semiconductor Manufacturing Limited | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Exchange rights value of shares | $ 1.33 | |||||||
BCD Semiconductor Manufacturing Limited | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Exchange rights value of shares | $ 0.33 |
Business Combination - Schedule
Business Combination - Schedule of Business Acquisitions by Acquisition (Details) - USD ($) $ in Thousands | Nov. 24, 2015 | Mar. 05, 2013 | Dec. 31, 2015 |
Pericom | |||
Business Acquisition [Line Items] | |||
Purchase price (cost of shares) | $ 4,680 | ||
Total purchase price | 403,174 | ||
Acquisition related costs (included in selling, general and administrative expenses) | $ 10,000 | ||
Pericom | Vested Stock Awards | |||
Business Acquisition [Line Items] | |||
Cash consideration | 7,371 | ||
BCD Semiconductor Manufacturing Limited | |||
Business Acquisition [Line Items] | |||
Purchase price (cost of shares) | $ 154,735 | ||
Total purchase price | 156,810 | ||
Acquisition related costs (included in selling, general and administrative expenses) | $ 2,075 | ||
Shares Outstanding | Pericom | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 391,123 |
Business Combination - Schedu91
Business Combination - Schedule of Business Acquisitions by Acquisition (Parentheticals) (Details) $ in Thousands | Nov. 24, 2015USD ($) |
Pericom | Vested Stock Awards | |
Business Acquisition [Line Items] | |
Cash consideration for vested stock awards, taxes | $ 88 |
Business Combination - Schedu92
Business Combination - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Nov. 24, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 01, 2013 |
Assets acquired: | |||||
Goodwill | $ 132,913 | $ 81,229 | $ 84,714 | ||
Pericom | |||||
Assets acquired: | |||||
Cash and cash equivalents | $ 48,806 | ||||
Short-term investments | 72,537 | ||||
Accounts receivable, net | 22,740 | ||||
Inventory | 22,488 | ||||
Prepaid expenses and other current assets | 5,793 | ||||
Property, plant and equipment and fixed assets, net | 72,210 | ||||
Intangible assets | 156,700 | ||||
Goodwill | 54,304 | ||||
Other long-term assets | 16,069 | ||||
Total assets acquired | 471,647 | ||||
Liabilities assumed: | |||||
Accounts payable | 16,925 | ||||
Accrued liabilities and other | 8,818 | ||||
Income tax payable | 1,498 | ||||
Deferred tax liability | 29,077 | ||||
Other liabilities | 12,155 | ||||
Total liabilities assumed | 68,473 | ||||
Total net assets acquired | 403,174 | ||||
Total net assets acquired, net of cash acquired | $ 354,368 | ||||
BCD Semiconductor Manufacturing Limited | |||||
Assets acquired: | |||||
Cash and cash equivalents | $ 29,819 | ||||
Accounts receivable, net | 20,862 | ||||
Inventory | 42,909 | ||||
Prepaid expenses and other current assets | 27,205 | ||||
Property, plant and equipment and fixed assets, net | 99,390 | ||||
Deferred tax assets | 1,612 | ||||
Goodwill | 2,518 | ||||
Other long-term assets | 5,497 | ||||
Total assets acquired | 247,012 | ||||
Other intangible assets | 17,200 | ||||
Liabilities assumed: | |||||
Lines of credit | 17,336 | ||||
Accounts payable | 34,758 | ||||
Accrued liabilities and other | 16,703 | ||||
Deferred tax liability | 5,055 | ||||
Other liabilities | 18,425 | ||||
Total liabilities assumed | 92,277 | ||||
Total net assets acquired | $ 154,735 |
Business Combination - Business
Business Combination - Business Acquisition Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Pericom | |||
Business Acquisition [Line Items] | |||
Net revenues | $ 960,019 | $ 1,020,585 | |
Net income attributable to common stockholders | $ 40,180 | $ 52,934 | |
Earnings per share—Basic | $ 0.82 | $ 1.10 | |
Earnings per share—Diluted | $ 0.80 | $ 1.07 | |
BCD Semiconductor Manufacturing Limited | |||
Business Acquisition [Line Items] | |||
Net revenues | $ 847,947 | ||
Net income attributable to common stockholders | $ 25,513 | ||
Earnings per share—Basic | $ 0.55 | ||
Earnings per share—Diluted | $ 0.54 |
Selected Quarterly Financial 94
Selected Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Net sales | $ 214,381 | $ 208,888 | $ 219,453 | $ 206,182 | $ 223,671 | $ 233,777 | $ 223,217 | $ 209,986 | $ 848,904 | $ 890,651 | $ 826,846 |
Gross profit | 53,597 | 61,636 | 69,437 | 63,913 | 70,662 | 74,732 | 70,304 | 61,581 | 248,583 | 277,279 | 237,836 |
Net income attributable to common shareholders | $ (4,773) | $ 2,837 | $ 15,078 | $ 11,132 | $ 16,665 | $ 19,427 | $ 17,385 | $ 10,202 | $ 24,274 | $ 63,678 | $ 26,532 |
Earnings per share attributable to common shareholders | |||||||||||
Basic | $ (0.10) | $ 0.06 | $ 0.31 | $ 0.23 | $ 0.35 | $ 0.41 | $ 0.37 | $ 0.22 | $ 0.50 | $ 1.35 | $ 0.57 |
Diluted | $ (0.10) | $ 0.06 | $ 0.31 | $ 0.23 | $ 0.34 | $ 0.40 | $ 0.36 | $ 0.21 | $ 0.49 | $ 1.31 | $ 0.56 |