Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 23, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document type | 10-K | ||
Document period end date | Dec. 31, 2016 | ||
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 | 48,302,449 | ||
Entity public float | $ 714,636,068 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | DIOD |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 247,802 | $ 218,435 |
Short-term investments | 29,842 | 64,685 |
Accounts receivable, net of allowances of $2,141 and $2,652 at December 31, 2016 and December 31, 2015, respectively | 217,217 | 218,496 |
Inventories | 193,483 | 202,832 |
Prepaid expenses and other | 44,438 | 46,103 |
Total current assets | 732,782 | 750,551 |
Property, plant and equipment, net | 401,988 | 439,340 |
Deferred income tax | 56,047 | 45,120 |
Goodwill | 129,412 | 132,913 |
Intangible assets, net | 174,876 | 196,409 |
Other | 33,447 | 34,494 |
Total assets | 1,528,552 | 1,598,827 |
Current liabilities: | ||
Accounts payable | 87,600 | 86,463 |
Accrued liabilities | 71,562 | 77,801 |
Income tax payable | 11,855 | 5,117 |
Current portion of long-term debt | 14,356 | 10,282 |
Total current liabilities | 185,373 | 179,663 |
Long-term debt, net of current portion | 413,126 | 453,738 |
Deferred tax liabilities | 28,213 | 32,276 |
Other long-term liabilities | 81,373 | 90,153 |
Total liabilities | 708,085 | 755,830 |
Commitments and contingencies (See Note 16) | ||
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; 48,219,376 and 48,148,077, issued and outstanding at December 31, 2016 and December 31, 2015, respectively | 32,919 | 32,404 |
Additional paid-in capital | 354,574 | 344,086 |
Retained earnings | 530,215 | 514,280 |
Treasury stock, at cost, 1,157,206 and 466,010 shares held at December 31, 2016 and December 31, 2015, respectively | (29,023) | (11,009) |
Accumulated other comprehensive loss | (112,666) | (84,416) |
Total stockholders' equity | 776,019 | 795,345 |
Noncontrolling interest | 44,448 | 47,652 |
Total equity | 820,467 | 842,997 |
Total liabilities and stockholders' equity | $ 1,528,552 | $ 1,598,827 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 2,141 | $ 2,652 |
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 | 48,219,376 | 48,148,077 |
Common stock shares outstanding | 48,219,376 | 48,148,077 |
Treasury stock, shares | 1,157,206 | 466,010 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Net sales | $ 942,162 | $ 848,904 | $ 890,651 |
Cost of goods sold | 655,239 | 600,321 | 613,372 |
Gross profit | 286,923 | 248,583 | 277,279 |
Operating expenses | |||
Selling, general and administrative | 158,256 | 139,245 | 133,701 |
Research and development | 69,937 | 57,027 | 52,136 |
Amortization of acquisition related intangible assets | 20,478 | 8,596 | 7,914 |
Other operating expenses | 196 | 1,613 | (983) |
Total operating expenses | 248,867 | 206,481 | 192,768 |
Income from operations | 38,056 | 42,102 | 84,511 |
Other (expense)/income | |||
Interest income | 1,357 | 1,006 | 1,470 |
Interest expense | (13,257) | (4,232) | (4,332) |
Gain on securities carried at fair value | 400 | 1,364 | |
Impairment of cost-basis investment | (3,218) | ||
Other | 2,097 | 1,319 | 2,979 |
Total other (expense) income | (13,021) | (1,507) | 1,481 |
Income before income taxes and noncontrolling interest | 25,035 | 40,595 | 85,992 |
Income tax provision | 6,558 | 14,082 | 20,359 |
Net income | 18,477 | 26,513 | 65,633 |
Less: net (income) loss attributable to noncontrolling interest | (2,542) | (2,239) | (1,955) |
Net income attributable to common stockholders | $ 15,935 | $ 24,274 | $ 63,678 |
Earnings per share attributable to common stockholders | |||
Basic | $ 0.33 | $ 0.50 | $ 1.35 |
Diluted | $ 0.32 | $ 0.49 | $ 1.31 |
Number of shares used in computation | |||
Basic | 48,597 | 48,210 | 47,184 |
Diluted | 49,789 | 49,500 | 48,594 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | |||
Net income | $ 18,477 | $ 26,513 | $ 65,633 |
Unrealized (loss) gain on defined benefit plan, net of tax | (7,777) | 4,399 | (7,555) |
Unrealized gain on interest rate swap, net of tax | 2,317 | ||
Unrealized foreign currency loss, net of tax | (22,790) | (20,413) | (16,473) |
Comprehensive (loss) income | (9,773) | 10,499 | 41,605 |
Less: Comprehensive income attributable to noncontrolling interest | (2,542) | (2,239) | (1,955) |
Total comprehensive (loss) income attributable to common stockholders | $ (12,315) | $ 8,260 | $ 39,650 |
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, 2013 | $ 743,677 | $ 31,120 | $ 289,668 | $ 426,328 | $ (44,374) | $ 702,742 | $ 40,935 | |
Common stock shares beginning 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 | ||||||
Dividends 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 | 1,023,000 | |||||||
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 | 48,148,077 | 48,614,000 | (466,000) | |||||
Total comprehensive income | $ (9,773) | 15,935 | (28,250) | (12,315) | 2,542 | |||
Dividends to noncontrolling interest | (5,746) | (5,746) | ||||||
Common stock issued for share-based plans | 120 | $ 515 | (395) | 120 | ||||
Common stock issued for share-based plans, shares | 762,000 | |||||||
Net excess tax benefit from share-based compensation | (567) | (567) | (567) | |||||
Stock buyback | $ (18,014) | $ (18,014) | (18,014) | |||||
Stock buyback, shares | (691,196) | (691,000) | ||||||
Share-based compensation | $ 13,978 | 13,978 | 13,978 | |||||
Tax related to net share settlement | (2,528) | (2,528) | (2,528) | |||||
BALANCE at Dec. 31, 2016 | $ 820,467 | $ 32,919 | $ (29,023) | $ 354,574 | $ 530,215 | $ (112,666) | $ 776,019 | $ 44,448 |
Common stock shares ending at Dec. 31, 2016 | 48,219,376 | 49,376,000 | (1,157,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Activities | |||
Net income | $ 18,477 | $ 26,513 | $ 65,633 |
Adjustments to reconcile net income to net cash provided by operating activities, net of effects of acquisitions: | |||
Depreciation | 78,482 | 71,504 | 68,857 |
Amortization of intangibles | 20,483 | 8,596 | 7,914 |
Amortization of debt issuance costs | 1,889 | 660 | 531 |
Share-based compensation | 14,029 | 18,970 | 14,104 |
Excess tax benefit from share-based compensation | (1,078) | (829) | (6,018) |
Loss (gain) on disposal of property, plant and equipment | 1,091 | 1,440 | (963) |
Gain (loss) on securities carried at fair value | (400) | (1,364) | |
Deferred income taxes | (15,978) | 1,484 | (3,611) |
Other | 1,811 | (135) | 3,624 |
Changes in operating assets: | |||
Accounts receivable | 533 | (9,710) | 1,810 |
Inventories | 5,176 | (2,165) | (2,750) |
Prepaid expenses and other current assets | 2,456 | 12,115 | (10,537) |
Changes in operating liabilities: | |||
Accounts payable | 2,640 | (8,617) | (9,512) |
Accrued liabilities | (3,158) | 8,365 | 2,187 |
Other liabilities | (8,623) | (1,015) | (3,584) |
Income taxes payable | 6,512 | (8,665) | 7,951 |
Net cash provided by operating activities | 124,742 | 118,111 | 134,272 |
Investing Activities | |||
Acquisitions, net of cash acquired | (348,887) | ||
(Increase) decrease in restricted cash | (944) | 786 | 2,872 |
Purchases of short-term investments | (23,459) | (57,878) | (18,839) |
Sales of short-term investments | 56,168 | 75,834 | 29,583 |
Purchases of equity securities | (4,553) | (1,842) | |
Proceeds from sale of equity securities | 8,652 | 1,660 | |
Purchases of property, plant and equipment | (58,549) | (133,244) | (57,766) |
Proceeds from sales of property, plant and equipment | 156 | 143 | 1,480 |
Other | (723) | (299) | 84 |
Net cash used in investing activities | (27,351) | (459,446) | (42,768) |
Financing Activities | |||
Advance on lines of credit and short-term debt | 9,000 | 1,228 | 6,778 |
Repayments on lines of credit and short-term debt | (9,000) | (4,287) | (11,400) |
Taxes related to net share settlement | (2,528) | ||
Net proceeds from the issuance of common stock | 120 | 10,192 | 5,761 |
Excess tax benefit from share-based compensation | 1,078 | 829 | 6,018 |
Proceeds from long-term debt | 43,500 | 391,200 | |
Debt issuance costs | (2,045) | (1,270) | |
Repayments of long-term debt | (79,913) | (65,986) | (42,677) |
Repayments of capital lease obligations | (19) | (218) | (246) |
Purchase of treasury stock | (18,014) | (11,009) | |
Dividend distribution to noncontrolling interest | (4,869) | (1,336) | |
Other | (768) | 683 | 1,343 |
Net cash provided by (used in) financing activities | (63,458) | 321,362 | (35,759) |
Effect of exchange rate changes on cash and cash equivalents | (4,566) | (4,592) | (9,380) |
(Decrease) increase in cash and cash equivalents | 29,367 | (24,565) | 46,365 |
Cash and cash equivalents, beginning of year | 218,435 | 243,000 | 196,635 |
Cash and cash equivalents, end of year | 247,802 | 218,435 | 243,000 |
Cash paid during the year for: | |||
Interest | 11,708 | 2,799 | 3,276 |
Income taxes | 17,099 | 17,229 | 14,059 |
Non-cash activities: | |||
Property, plant and equipment purchased on accounts payable | 6,393 | (4,498) | (1,167) |
Acquisition: | |||
Fair value of assets acquired | 496,625 | ||
Fair value of liabilities assumed | (88,284) | ||
Less cash acquired | (54,774) | ||
Net assets acquired | 353,567 | ||
Pericom | |||
Non-cash activities: | |||
Share-based awards issued | $ (4,680) | ||
Noncontrolling Interest | |||
Non-cash activities: | |||
Dividend accrued for noncontrolling interest | $ (915) | $ (1,336) |
Summary of Operations and Signi
Summary of Operations and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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 $132.9 million, $113.5 million and $85.8 million in 2016, 2015 and 2014, 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 $2.1 million in 2016 and $2.7 million 2015. 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 have the option to use the qualitative analysis method 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. After our analysis no impairment was recorded in 2016 or 2015. 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, 2016, 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. All deferred income taxes are classified as noncurrent assets or noncurrent liabilities on the consolidated balance sheet as of December 31, 2016 and 2015, respectively. 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 $14.2 million, $8.3 million and $10.8 million for the twelve months ended December 31, 2016, 2015 and 2014, 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. Derivative Instruments and Hedging Activities - FASB ASC 815, Derivatives and Hedging (“ASC 815”), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. 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 twelve months ended December 31, 2016, 2015 and 2014, options and share grants outstanding totaling approximately 1.4 million shares, 1.4 million shares and 2.0 million shares have been excluded from the computation of diluted earnings per share because their effect was anti-dilutive. Twelve Months Ended December 31, 2016 2015 2014 Earnings (numerator) Net income attributable to common stockholders $ 15,935 $ 24,274 $ 63,678 Shares (denominator) Weighted average common shares outstanding (basic) 48,597 48,210 47,184 Dilutive effect of stock options and stock awards outstanding 1,192 1,290 1,410 Adjusted weighted average common shares outstanding (diluted) 49,789 49,500 48,594 Earnings per share attributable to common stockholders Basic $ 0.33 $ 0.50 $ 1.35 Diluted $ 0.32 $ 0.49 $ 1.31 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 of $2.2 million, $1.3 million and $1.8 million for the twelve months ended December 31, 2016, 2015 and 2014, 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 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 $112.7 million, $84.4 million and $68.4 million at December 31, 2016, 2015 and 2014, 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: 2016 2015 Unrealized foreign currency losses $ (75,706 ) $ (36,164 ) Unrealized gain on interest rate swap, net of tax $ 2,317 $ - Unrealized loss on defined benefit plan $ (39,097 ) $ (31,320 ) 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). • ASU 2016-08 (Issued March 2016) — Principal versus Agent Consideration (Reporting Revenue Gross versus Net) • ASU 2016-10 (Issued April 2016) — Identifying Performance Obligations and Licensing • ASU 2016-12 (Issued May 2016) — Narrow-Scope Improvements and Practical Expedients • ASU 2016-20 (Issued December 2016) — Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers This standard is effective in the first quarter of 2018 for public companies and requires either a retrospective or a modified retrospective approach to adoption. We will adopt this standard using the modified retrospective method. We have established a cross-functional coordinated implementation team to implement ASU 2014-09. We are in the process of identifying and implementing changes to our systems, processes and internal controls to meet the reporting and disclosure requirements. We have engaged outside expertise to assist us in determining the effect this standard will have on our financial statements, to assist us in making necessary changes in our accounting practices and making certain we are capturing the necessary detail to fulfill the disclosure requirements promulgated in this standard. Upon initial evaluation, we believe that the key revenue streams will be based on method of distribution. The key revenue streams identified are distribution and OEM sales which comprised the majority of our business. Based upon evaluation completed to-date, the Company believes that the pattern of revenue recognition for these revenue streams will be at a point-in-time consistent with current guidance. The Company is still in the process of evaluating the impact of the standard and its effect on the Company’s financial statements and related disclosures. ASU 2014-09 also introduces new qualitative and quantitative disclosure requirements about contracts with customers including revenue and impairments recognized, disaggregation of revenue and information about contract balance and performance obligations. Information is required about significant judgments and changes in judgments in determining the timing of satisfaction of performance obligations Additional disclosures are required about assets recognized from the costs to obtain or fulfill a contract. The Company is still in the process of evaluating the disclosures to be presented, but expects the level of disclosures related to revenue recognition to increase. ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30). Simplifying the Presentation of Debt Issuance Cost The adoption of ASU 2015-03 resulted in a $2.2 million retrospective reduction of both our other assets and long-term notes payable, net of current portion, as of December 31, 2015. Adoption of t 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 No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) - ASU No. 2016-09, Compensation—Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting - The Company has excess tax benefits for which a benefit could not be previously be recognized of approximately$13.6 million. Upon adoption of this pronouncement the Company will recognize approximately $13.6 million of additional deferred tax assets. ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments - ASU No. 2016-16, Income Taxes (Topic 740) Intra-Entity Transfers of Assets Other Than Inventory. ASU No. 2017-01, Clarifying the Definition of a Business. ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment. This standard simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The revised guidance will be applied prospectively, and is effective for calendar year-end SEC filers for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is evaluating the effect this new standard will have on its financial statements but will early adopt this standard. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016, we had short-term investments. Trading securities held at December 31, 2015, 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 $29.8 million consist of investments such as time deposits, which are highly liquid with maturity dates greater than three months at the date of purchase. See Note 17, for additional information related to our interest rate swaps. 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, 2016 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 $ 29,842 $ 2,737 $ 27,105 $ - $ - Interest rate swap assets 2,317 - 2,317 - - 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 $ - $ - 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, 2016 and 2015. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3 – Inventories Inventories, stated at the lower of cost or market value, at December 31 were: 2016 2015 Finished goods $ 66,930 $ 70,668 Work-in-progress 45,408 46,061 Raw materials 81,145 86,103 $ 193,483 $ 202,832 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 4 – Property, Plant and Equipment Property, plant and equipment at December 31 were: 2016 2015 Buildings and leasehold improvements $ 192,290 $ 183,174 Machinery and equipment 685,249 660,406 877,539 843,580 Less: Accumulated depreciation and amortization (535,407 ) (479,898 ) 342,132 363,682 Construction in-progress 24,049 39,426 Land 35,807 36,232 $ 401,988 $ 439,340 Depreciation and amortization of property, plant and equipment was $78.5 million, $71.5 million and $68.9 million for the years ended December 31, 2016, 2015 and 2014, respectively. We have capital lease obligations totaling approximately $1.1 million and . |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 Intangible Assets Useful life Gross Carrying Amount Accumulated Amortization Currency Exchange Net Amortized intangible assets Patents 5-15 years $ 11,823 $ (8,431 ) $ (255 ) $ 3,137 Software license 3 years 1,212 (1,149 ) (63 ) - Developed product technology 2-10 years 153,009 (41,416 ) (6,299 ) 105,294 Customer relationships 12 years 62,093 (13,915 ) (1,750 ) 46,428 Other 4-7 years 4,610 (4,336 ) (75 ) 199 Total amortized intangible assets 232,747 (69,247 ) (8,442 ) 155,058 Intangible assets with indefinite lives In process research and development Indefinite 10,700 - - 10,700 Trademarks and trade names Indefinite 10,303 - (1,185 ) 9,118 Total Intangible assets with indefinite lives 21,003 - (1,185 ) 19,818 Total intangible assets $ 253,750 $ (69,247 ) $ (9,627 ) $ 174,876 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 Other 4-7 years 4,610 (2,434 ) (75 ) 2,101 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 Amortization expense related to intangible assets subject to amortization was $20.5 million, $8.6 million and $7.9 million for the years ended December 31, 2016, 2015 and 2014, respectively. Amortization of intangible assets is as follows: 2017 $ 18,639 2018 17,758 2019 17,295 2020 15,289 2021 and thereafter 86,077 Total $ 155,058 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
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, 2014 81,229 Acquisitions 54,280 Foreign currency translation adjustment (2,596 ) Balance at December 31, 2015 132,913 Pericom measurement period adjustment 2,741 Foreign currency translation adjustment (6,242 ) Balance at December 31, 2016 $ 129,412 |
Bank Credit Agreements and Othe
Bank Credit Agreements and Other Short-Term and Long-Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
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 On October 26, 2016, 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 Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America, as Administrative Agent, Swing Line Lender and L/C Issuer, and the Lenders named therein, that amends and restates that certain Credit Agreement dated as of January 8, 2013, as previously amended (the “Prior Credit Agreement”). Certain capitalized terms used in this description of the Credit Agreement have the meanings given to them in the Credit Agreement. The Credit Agreement rebalances the Company’s senior credit facilities under the Prior Credit Agreement from a $400,000,000 revolving senior credit facility and a $100,000,000 term loan to a $250,000,000 revolving senior credit facility (the “Revolver”), which includes a $10,000,000 swing line sublimit, a $10,000,000 letter of credit sublimit, and a $20,000,000 alternative currency sublimit, and a $250,000,000 term loan (the “Term Loan”). The Borrowers may from time to time request increases in the aggregate commitments under the Credit Agreement of up to a total of increases of $200,000,000, 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. The Revolver and the Term Loan mature on October 26, 2021 (the “Maturity Date”). The Company used the proceeds of the Term Loan and a portion of the proceeds available under the Revolver to refinance certain existing indebtedness of the Borrowers and their subsidiaries under the Prior Credit Agreement and has used and plans to use proceeds available under the Revolver for working capital, capital expenditures, and other lawful corporate purposes, including, without limitation, financing permitted acquisitions. 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 and share repurchases). These covenants are generally similar to the corresponding covenants in the Prior Credit Agreement, except that certain amounts permitted as exceptions to negative covenants restricting liens, indebtedness, investments, dispositions and restricted payments have been increased, and the maximum Consolidated Leverage Ratio set forth in the Credit Agreement has been increased. Under the Credit Agreement, restricted payments, including dividends and share repurchases, are permitted in certain circumstances, including while the Consolidated Leverage Ratio is at least 0.25 to 1.00 less than the maximum permitted under the Credit Agreement. On February 13, 2017, the Company, the Foreign Borrower and certain subsidiaries of the Company as guarantors, entered into an Amendment No. 1 to Amended and Restated Credit Agreement and Limited Waiver (the “Amendment”) with Bank of America, N.A., as Administrative Agent, and the Lenders named therein, that among other things, does the following: (a) expands the definition of cash equivalents to include certain cash equivalent investments made by foreign subsidiaries of the Company and held in foreign jurisdictions, and modifies the requirements for cash equivalent investments in money market investment programs, all as is more fully described in the Amendment; and (b) waives any Events of Default that have occurred prior to the date of the Amendment as a result of investments made by foreign subsidiaries of the Company in foreign financial products that were not permitted investments prior to giving effect to the Amendment, as is more fully described in the Amendment. We maintain credit facilities with several financial institutions through our foreign entities worldwide totaling $66.5 million. In some cases, our foreign credit lines are unsecured, uncommitted and may be repayable on demand. As of December 31, 2016, in addition to the Credit Agreement, our Asia subsidiaries had unused and available credit lines of up to an aggregate of approximately $66.0 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, 2016, there were no amounts outstanding on these credit lines. The unused and available credit under the various facilities as of December 31, 2016, was approximately $66.0 million (net of approximately $0.5 million credit used for import and export guarantee), as follows: 2016 Outstanding at December 31, Lines of Credit Terms 2016 2015 $ 66,455 Unsecured, interest at LIBOR plus margin, due quarterly $ - $ - Long-term debt – The balances as of December 31, consist of the following: 2016 2015 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. 1,466 1,723 Term loan and revolver 428,375 464,500 Total long-term debt 429,841 466,223 Less: Current portion (14,356 ) (10,282 ) Less: Unamortized debt issuance costs (2,359 ) (2,203 ) Long-term debt, net of current portion $ 413,126 $ 453,738 The table below sets forth the annual contractual maturities of long-term debt at December 31, 2016: 2017 $ 14,356 2018 20,611 2019 26,866 2020 33,122 2021 334,886 Total long-term debt $ 429,841 |
Capital Lease Obligations
Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2016 | |
Capital Lease Obligations [Abstract] | |
Capital Lease Obligations | NOTE 8 – CAPITAL LEASE OBLIGATIONS Future minimum lease payments under capital lease agreements are summarized as follows: For years ending December 31, 2017 $ 677 2018 658 2019 465 2020 - Thereafter - 1,800 Less: Interest (71 ) Present value of minimum lease payments 1,729 Less: Current portion (677 ) Long-term portion $ 1,052 At December 31, 2016, property under capital leases had a cost of $4.2 million, and the related accumulated depreciation was $2.5 million. Depreciation of assets held under capital lease is included in depreciation expense. |
Accrued Liabilities and Other L
Accrued Liabilities and Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities Current And Noncurrent [Abstract] | |
Accrued Liabilities and Other Long-Term Liabilities | NOTE 9 – ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES Accrued liabilities and other current liabilities at December 31 were: 2016 2015 Accrued expenses $ 33,947 $ 34,108 Compensation and payroll taxes 23,720 23,867 Equipment purchases 6,377 13,060 Accrued pricing adjustments 3,817 3,767 Accrued professional services 2,645 2,082 Other 1,056 917 $ 71,562 $ 77,801 Other long-term liabilities at December 31 were: 2016 2015 Accrued defined benefit plan $ 30,515 $ 30,406 Unrecognized tax benefits 15,340 20,933 Deferred grant and subsidy 18,259 20,361 Income tax contingencies 8,163 10,782 Deferred compensation 6,433 5,600 Other 2,663 2,071 $ 81,373 $ 90,153 |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Stockholder's Equity | NOTE 10 – 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 $3.0 million per fiscal year to its stockholders so long as we have not defaulted at the time of such dividend and no default would result from declaring or paying 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 2016 the Company repurchased 691,196 of its commons shares at a cost of $18.0 million and in 2015, the Company repurchased 466,010 of its common shares at a cost of $11.0 million. All purchases were made through open market transactions and were recorded as treasury stock. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 – INCOME TAXES Income (loss) before income taxes 2016 2015 2014 U.S. $ (40,861 ) $ (21,091 ) $ 392 Foreign 65,896 61,686 85,600 Total $ 25,035 $ 40,595 $ 85,992 The components of the income tax provision (benefit) are as follows for the years ended December 31: 2016 2015 2014 Current tax provision (benefit) Federal $ - $ 12 $ 285 Foreign 28,993 17,983 21,783 State 13 29 44 29,006 18,024 22,112 Deferred tax provision (benefit) Federal (10,517 ) (2,739 ) 2,996 Foreign (13,847 ) (1,063 ) (4,244 ) State 101 (228 ) 51 (24,263 ) (4,030 ) (1,197 ) Liability for unrecognized tax benefits 1,815 88 (556 ) Total income tax provision $ 6,558 $ 14,082 $ 20,359 Effective Tax Rate Reconciliation Reconciliation between the effective tax rate and the statutory tax rates for the years ended December 31, 2016, 2015, and 2014 is as follows: 2016 2015 2014 Percent Percent Percent of pretax of pretax of pretax Amount earnings Amount earnings Amount earnings Federal tax $ 8,762 35.0 $ 14,214 35.0 $ 30,097 35.0 State income taxes, net of federal tax provision (65 ) (0.3 ) (152 ) (0.4 ) 18 - Foreign income taxed at lower tax rates (6,955 ) (27.8 ) (10,126 ) (24.9 ) (9,421 ) (11.0 ) U.S. tax impact of foreign operations 324 1.3 2,046 5.0 365 0.4 Foreign withholding taxes 4,834 19.3 2,268 5.6 3,694 4.3 Research and development (2,241 ) (9.0 ) (2,068 ) (5.1 ) (2,666 ) (3.1 ) Liability for unrecognized tax benefits 1,815 7.3 88 0.2 (556 ) (0.6 ) Valuation allowance (2,600 ) (10.4 ) 3,580 8.8 876 1.0 Provision-to-return adjustments (61 ) (0.2 ) 994 2.4 (1,925 ) (2.2 ) Other 2,745 11.0 3,238 8.1 (123 ) (0.1 ) Income tax provision $ 6,558 26.2 $ 14,082 34.7 $ 20,359 23.7 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: 2016 2015 2014 Balance at January 1, $ 26,503 $ 19,488 $ 20,710 Additions based on tax positions related to the current year 6,746 3,450 2,729 Additions for prior year tax positions 960 6,963 424 Reductions for prior year tax positions (5,360 ) (3,398 ) (4,375 ) Balance at December 31, $ 28,849 $ 26,503 $ 19,488 If the $28.8 million of unrecognized tax benefits as of December 31, 2016 is recognized, approximately $28.3 million would affect the effective tax rate. 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 2008, or for the 2010 and 2011 tax years. We are no longer subject to China income tax examinations by tax authorities for tax years before 2006. 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, 2016, 2015 and 2014. Deferred Taxes At December 31, 2016 and 2015, our deferred tax assets and liabilities are comprised of the following items: 2016 2015 Deferred tax assets Inventory cost $ 6,923 $ 7,944 Accrued expenses and accounts receivable 2,112 2,206 Foreign tax credits 19,610 20,133 Research and development tax credits 13,633 12,306 Net operating loss carryforwards 37,379 25,878 Accrued pension 5,494 7,169 Share based compensation and others 16,992 18,238 102,143 93,874 Valuation allowances (32,082 ) (35,738 ) Total deferred tax assets, non-current 70,061 58,136 Deferred tax liabilities Plant, equipment and intangible assets (28,639 ) (39,722 ) Total deferred tax liabilities, non-current (28,639 ) (39,722 ) Net deferred tax assets $ 41,422 $ 18,414 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, 2016, we had federal and state tax credit carryforwards of approximately $26.8 million and $6.6 million, respectively, which are available to offset future income tax liabilities. The federal tax credit carryforwards begin to expire in 2017 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 $22.4 million as of December 31, 2016. At December 31, 2016, we had federal and state net operating loss (“NOL”) carryforwards of approximately $81.6 million and $3.7 million, respectively, and foreign NOL carryforwards of $26.3 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 2017. 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 $5.9 million as of December 31, 2016 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, 2016, we had undistributed earnings from our non-U.S. operations of approximately $507.6 million (including approximately $38.9 million of restricted earnings which are not available for dividends). Undistributed earnings of our China subsidiaries comprise $357.8 million of this total. Additional federal and state income taxes of approximately $151.3 million would be required should such earnings be repatriated to the U.S. as dividends. The impact of tax holidays decreased our tax expense by approximately $7.3 million, $2.9 million and $2.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. The benefit of the tax holidays on both basic and diluted earnings per share for the years ended December 31, 2016 was approximately $0.15. The benefit of the tax holidays on both basic and diluted earnings per share for the years ended December 31, 2015 and 2014 was approximately $0.6 and $0.05, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | NOTE 12 – 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 of a diverse range of listed and unlisted securities including corporate bonds and mutual funds and 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. 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 table below sets forth net periodic benefit costs of the plan for the years ended December 31, 2016 and 2015: Defined Benefit Plan 2016 2015 Components of net periodic benefit cost: Service cost $ 270 $ 305 Interest cost 5,151 5,712 Recognized actuarial loss 993 1,429 Expected return on plan assets (6,210 ) (6,213 ) Net periodic benefit cost $ 204 $ 1,233 The table below sets forth the benefit obligation, the fair value of plan assets, and the funded status as of December 31: Defined Benefit Plan 2016 2015 Change in benefit obligation: Beginning balance $ 145,019 $ 159,715 Service cost 270 305 Interest cost 5,151 5,712 Actuarial loss (gain) 29,793 (9,043 ) Benefits paid (6,816 ) (4,072 ) Currency changes (26,616 ) (7,598 ) Benefit obligation at December 31 $ 146,801 $ 145,019 Change in plan assets: Beginning balance - fair value $ 116,386 $ 122,780 Employer contribution 2,105 3,144 Actual return on plan assets 28,422 514 Benefits paid (6,816 ) (4,072 ) Currency changes (21,439 ) (5,980 ) Fair value of plan assets at December 31 $ 118,658 $ 116,386 Underfunded status at December 31 $ (28,143 ) $ (28,633 ) Based on an actuarial study performed as of December 31, 2016, the plan is underfunded by approximately $28.1 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 $39.1 million. 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 twelve months ended December 31, 2016, the plan’s total recognized loss increased by approximately $7.2 million. The variance between the actual and expected return to plan assets during 2016 increased the total unrecognized net loss by approximately $22.2 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, 2016 the average term was approximately 13 years. The following weighted-average assumptions were used to determine net periodic benefit costs for the twelve months ended December 31: 2016 2015 Discount rate 2.8% 4.0% Expected long-term return on plan assets 5.4% 6.0% The following weighted-average assumption was used to determine the benefit obligations at December 31: 2016 2015 Discount rate 2.8% 4.0% 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 table below sets forth 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 % 61 % Hedging assets 2.0 % 35 % Cash 0.3 % 4 % Total 5.4 % 100 % Benefit plan payments are primarily made from funded benefit plan trusts and current assets. The table below sets forth the expected future benefit payments, including future benefit accrual, as of December 31, 2016: 2017 $ 3,379 2018 3,509 2019 3,651 2020 3,997 2021 4,374 2022-2025 21,265 We adopted a payment plan with the trustees of the defined benefit plan, in which we would make annual contributions each year through 2030, of approximately GPB 2 million (approximately $2.4 million based on a GBP:USD exchange rate of 1.2). The annual contributions were expected to meet the deficit disclosed in the plan as of April 5, 2013 by December 31, 2030. The trustees are required to review the funding position every three years, and a further review was carried out as of April 5, 2016. The outcome of the review, as agreed with the trustees during the first quarter of 2017, was that contributions would continue at the existing level until December 31, 2029. 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, 2016 Asset category Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 1,577 $ 5,752 $ - $ 7,329 Equity securities: U.K. - 2,327 - 2,327 North America - 17,336 - 17,336 Europe (excluding U.K.) - 5,416 - 5,416 Japan - 2,837 - 2,837 Pacific Basin (excluding Japan) - 1,270 - 1,270 Emerging markets - 3,564 - 3,564 Fixed income securities: Corporate bonds - 6,671 - 6,671 Others - 1,823 - 1,823 Index linked securities: Others - 43 - 43 Other types of investments: Absolute return funds - 1,897 - 1,897 Hedge funds - 17,651 - 17,651 Development REITS - 4,882 - 4,882 Insurance linked securities - 3,755 - 3,755 Liability driven investments - 41,758 - 41,758 Other - 99 - 99 Total $ 1,577 $ 117,081 $ - $ 118,658 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 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, 2016, 2015 and 2014, total amounts expensed under these plans were approximately $13.9 million, $14.0 million and $13.0 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, 2016, these investments totaled approximately $6.3 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 13. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Share Based Compensation [Abstract] | |
Share-Based Compensation | NOTE 13 - SHARE-BASED COMPENSATION The table below sets forth the line items where share-based compensation expense was recorded for the twelve months ended December 31, 2016, 2015 and 2014: 2016 2015 2014 Cost of goods sold $ 775 $ 716 $ 438 Selling, general and administrative expense 10,567 16,228 12,438 Research and development expense 2,687 2,026 1,228 Total share-based compensation expense $ 14,029 $ 18,970 $ 14,104 The table below sets forth share-based compensation expense by type for the twelve months ended December 31, 2016, 2015 and 2014: 2016 2015 2014 Stock options $ 1,511 $ 2,516 $ 3,259 Share grants 12,518 16,454 10,845 Total share-based compensation expense $ 14,029 $ 18,970 $ 14,104 In 2016, approximately $2.7 million of the decrease in share grant expense is related to reversal of previously recorded expense related to performance grants and in 2015 approximately $4.0 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. 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 was calculated on the date of grant using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions: 2014 Weighted-average grant date fair value (1) $ 15.68 Weighted-average assumptions used: 53.36 % Expected volatility 7.2 Expected term (years) 2.08 % Risk-free interest rate 0.00 % Expected dividend yield (1) No stock options were granted in 2016 or 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 $0.1 million, $10.2 million and $5.8 million during 2016, 2015 and 2014, respectively. At December 31, 2016, unamortized compensation expense related to unvested options, net of estimated forfeitures, was approximately $1.2 million. The weighted average period over which share-based compensation expense related to these options will be recognized is approximately 1.1 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, 2014 3,126 $ 18.93 Granted 176 27.92 Exercised (564 ) 10.37 Forfeited or expired (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 Granted - - Exercised (7 ) 18.48 Forfeited or expired (223 ) 22.75 Outstanding at December 31, 2016 1,833 23.08 3.3 $ 6,597 Exercisable at December 31, 2016 1,706 22.83 3.2 $ 6,497 The table below sets forth information about stock options outstanding at December 31, 2016: Plan Range of exercise prices Number outstanding Weighted average remaining contractual life (years) Weighted average exercise price 2001 Plan $ 15.05-28.45 1,492 3.0 $ 22.50 2013 Plan $ 23.35-27.92 341 4.9 $ 25.61 The table below summarizes information about stock options exercisable at December 31, 2016: 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 2016, 2015 and 2014: Restricted Stock Grants Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Nonvested at January 1, 2014 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 Granted 1,557 22.46 Vested (370 ) 25.02 Forfeited (43 ) 26.08 Nonvested at December 31, 2015 2,679 23.51 $ 61,247 Granted 880 18.63 Vested (877 ) 18.92 $ 17,078 Forfeited (62 ) 20.80 Nonvested at December 31, 2016 2,620 21.31 $ 67,247 Included in the restricted stock grant for 2015 were 724,000 shares granted to Pericom employees. During 2016, the Company paid $2.5 million in taxes related to the net share settlement on shares of stock that vested for Pericom employees. The total unrecognized share-based compensation expense as of December 31, 2015 was approximately $31.5 million, which is expected to be recognized over a weighted average period of approximately 2.7 years. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 14 – 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 16.7% of our outstanding Common Stock as of December 31, 2016, 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, 2016, 2015 and 2014, 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 approximately 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: 2016 2015 2014 LSC Net sales $ 852 $ 588 $ 751 Purchases $ 21,936 $ 22,378 $ 31,588 Keylink Net sales $ 9,125 $ 9,749 $ 9,465 Purchases $ 5,054 $ 6,272 $ 8,122 Nuvoton Purchases $ 10,386 $ 12,598 $ 12,697 The table below sets forth accounts receivable from and accounts payable to related parties at December 31: 2016 2015 LSC Accounts receivable $ 301 $ 55 Accounts payable $ 4,333 $ 2,845 Keylink Accounts receivable $ 5,394 $ 4,112 Accounts payable $ 4,295 $ 5,147 Nuvoton Accounts payable $ 950 $ 1,477 |
Segment Information and Enterpr
Segment Information and Enterprise-Wide Disclosures | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information and Enterprise-Wide Disclosures | NOTE 15 – 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 operating decision maker is our CEO. For financial reporting purposes, we operate in a single segment, standard semiconductor products, through our various manufacturing and distribution facilities. 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: 2016 Asia North America Europe Consolidated Total sales $ 895,608 $ 109,442 $ 157,343 $ 1,162,393 Inter-company sales (137,959 ) (22,034 ) (60,238 ) (220,231 ) Net sales $ 757,649 $ 87,408 $ 97,105 $ 942,162 Property, plant and equipment $ 329,587 $ 57,145 $ 15,256 $ 401,988 Assets $ 948,923 $ 400,472 $ 179,157 $ 1,528,552 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 $ 463,967 $ 165,508 $ 1,598,827 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 The accounting policies of the operating entities are the same as those described in the summary of significant accounting policies. The table below sets forth net sales by country. We report net sales based on “shipped to” customer locations as we believe this best represents where our customers’ business activities occur. “All others” represents countries with less than 3% of total net sales each. % of Total 2016 Net Sales Net Sales China $ 548,015 58 % U.S. 79,869 8 % Korea 60,672 6 % Germany 61,415 7 % Singapore 48,464 5 % Taiwan 59,087 6 % All others 84,640 10 % Total $ 942,162 100 % % 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 % Major customers – No customer accounted for 10% or greater of our total net sales in 2016, 2015, and 2014. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 16 – 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 $10.5 million, $10.1 million and $9.9 million for the years ended December 31, 2016, 2015 and 2014, 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, 2016: 2017 $ 10,863 2018 6,864 2019 6,182 2020 4,737 2021 3,469 Thereafter 3,743 $ 35,858 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 Shandong, 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 $15.6 million at December 31, 2016. 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. The Company is not currently a party to any pending litigation that the Company considers material. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | NOTE 17 – DERIVATIVE FINANCIAL INSTRUMENTS The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During November 2016, the Company entered into six interest rate swaps with a total notional amount of $150.0 million and a maturity date of October 26, 2021. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive Income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2016, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the twelve months ended December 31, 2016, the Company recorded no impacts related to hedge ineffectiveness in earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During 2016, the Company recorded $0.1 million as interest expense. The table below sets forth outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: Interest Rate Derivative Number of Instruments Notional Interest rate swaps 6 $ 150,000 The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedges. The table below sets forth the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheet as of December 31, 2016 and December 31, 2015: Fair Value of Derivative Instruments Asset Derivatives Liability Derivatives December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Other assets $ 3,052 N/A $ - Other liabilities $ 735 N/A $ - The table below sets forth the effectiveness of the Company’s derivative financial instruments on the Consolidated Statement of Operations for the twelve months ended December 31, 2016: Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) 2016 2015 2016 2015 2016 2015 Interest rate products $ 2,317 $ - Interest expense $ 112 $ - N/A $ - $ - At December 31, 2016, the fair value of derivatives in a net Asset position, which includes accrued interest but excludes any adjustments for nonperformance risk, related to these agreements was $2.3 million. As of December 31, 2016, the Company had not posted any collateral related to these agreements. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 18 – 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 $403.2 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 twelve months ended December 31, 2015 was approximately $14.6 million and $(1.0) 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 values, adjustment and final values assigned to the assets and liabilities acquired in the Pericom acquisition. The preliminary purchase price allocation was 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 necessitated 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. The final accounting for the Pericom acquisition resulted in changes in the line items shown under the “Measurement Period Adjustment” column in the table below. Preliminary November 24, 2015 Measurement Period Adjustments Adjusted November 24, 2015 Assets acquired: Cash and cash equivalents $ 48,806 $ - $ 48,806 Short-term investments 72,537 - 72,537 Accounts receivable 22,740 - 22,740 Inventory 22,488 - 22,488 Prepaid expenses and other current assets 5,793 (1,622 ) 4,171 Fixed assets 72,210 - 72,210 Intangible assets 156,700 - 156,700 Goodwill 54,304 2,741 57,045 Other long-term assets 16,069 - 16,069 Total assets acquired $ 471,647 $ 1,119 $ 472,766 Liabilities assumed: Accounts payable $ 16,925 $ - $ 16,925 Accrued liabilities and other 8,818 695 9,513 Income tax payable 1,498 333 1,831 Deferred tax liability 29,077 91 29,168 Other liabilities 12,155 - 12,155 Total liabilities assumed 68,473 1,119 69,592 Total net assets acquired $ 403,174 $ - $ 403,174 Total net assets acquired, net of cash acquired $ 354,368 $ - $ 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 $11.4 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 $22.8 million with a gross contractual amount of $24.9 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 $6.1 million. Subsequent to the closing date of the acquisition we expensed that increase into cost of goods sold, of which approximately $3.1 million was recorded in the fourth quarter of 2015 and $3.0 million 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 $10.0 million of acquisition related costs and $8.0 million of costs from Diodes restricted stock grants and change-in-control agreements for Pericom employees, and include additional amortization and depreciation of $12.0 million, additional interest expense of $11.0 million and additional income tax expense of $1.0 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. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Information [Abstract] | |
Selected Quarterly Financial Data | NOTE 19 – SELECTED QUARTERLY FINANCIAL DATA (Unaudited) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2016 Net sales $ 222,738 $ 236,645 $ 250,694 $ 232,085 Gross profit 64,220 74,817 80,623 67,263 Net income attributable to common shareholders (1,733 ) 5,752 10,648 1,268 Earnings per share attributable to common shareholders Basic $ (0.04 ) $ 0.12 $ 0.22 $ 0.07 Diluted $ (0.04 ) $ 0.12 $ 0.21 $ 0.07 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 ) 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 2015, we acquired Pericom Semiconductor Corporation. See Note 18 above for additional information |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 20 – SUBSEQUENT EVENT (unaudited) In light of the landlord’s decision not to renew the KFAB lease when the current term expires, on February 14 we announced we had begun activities to transfer the KFAB wafer manufacturing operations to other Diodes’ wafer fabrication plants and external foundries. We expect to cease operations at KFAB late in third quarter 2017 and to vacate the premises no later than November 15, 2017. Employees will be offered retention and standard severance packages. Total KFAB shutdown costs are expected to be approximately $10.0 million to $12.0 million, on a pretax basis, which will be expensed and paid throughout 2017. Expenses to be incurred include cash costs of approximately $4.0 million for employee retention and severance, $2.0 million for contract termination costs, $2.0 million for equipment and building decommissioning costs as well as non-cash costs of $2.0 million for equipment impairment and $1.0 million of inventory write-off. |
Summary of Operations and Sig28
Summary of Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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 $132.9 million, $113.5 million and $85.8 million in 2016, 2015 and 2014, 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 $ 2.1 million in 2016 and $2.7 million 2015. |
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 have the option to use the qualitative analysis method 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. After our analysis no impairment was recorded in 2016 or 2015. |
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, 2016, 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. All deferred income taxes are classified as noncurrent assets or noncurrent liabilities on the consolidated balance sheet as of December 31, 2016 and 2015, respectively. |
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 $ 14.2 million, $8.3 million and $10.8 million for the twelve months ended December 31, 2016, 2015 and 2014, 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. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities - FASB ASC 815, Derivatives and Hedging (“ASC 815”), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. |
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 twelve months ended December 31, 2016, 2015 and 2014, options and share grants outstanding totaling approximately 1.4 million shares, 1.4 million shares and 2.0 million shares have been excluded from the computation of diluted earnings per share because their effect was anti-dilutive. Twelve Months Ended December 31, 2016 2015 2014 Earnings (numerator) Net income attributable to common stockholders $ 15,935 $ 24,274 $ 63,678 Shares (denominator) Weighted average common shares outstanding (basic) 48,597 48,210 47,184 Dilutive effect of stock options and stock awards outstanding 1,192 1,290 1,410 Adjusted weighted average common shares outstanding (diluted) 49,789 49,500 48,594 Earnings per share attributable to common stockholders Basic $ 0.33 $ 0.50 $ 1.35 Diluted $ 0.32 $ 0.49 $ 1.31 |
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 of $ 2.2 million, $1.3 million and $1.8 million for the twelve months ended December 31, 2016, 2015 and 2014, 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 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 $ 112.7 million, $84.4 million and $68.4 million at December 31, 2016, 2015 and 2014, 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: 2016 2015 Unrealized foreign currency losses $ (75,706 ) $ (36,164 ) Unrealized gain on interest rate swap, net of tax $ 2,317 $ - Unrealized loss on defined benefit plan $ (39,097 ) $ (31,320 ) |
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). • ASU 2016-08 (Issued March 2016) — Principal versus Agent Consideration (Reporting Revenue Gross versus Net) • ASU 2016-10 (Issued April 2016) — Identifying Performance Obligations and Licensing • ASU 2016-12 (Issued May 2016) — Narrow-Scope Improvements and Practical Expedients • ASU 2016-20 (Issued December 2016) — Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers This standard is effective in the first quarter of 2018 for public companies and requires either a retrospective or a modified retrospective approach to adoption. We will adopt this standard using the modified retrospective method. We have established a cross-functional coordinated implementation team to implement ASU 2014-09. We are in the process of identifying and implementing changes to our systems, processes and internal controls to meet the reporting and disclosure requirements. We have engaged outside expertise to assist us in determining the effect this standard will have on our financial statements, to assist us in making necessary changes in our accounting practices and making certain we are capturing the necessary detail to fulfill the disclosure requirements promulgated in this standard. Upon initial evaluation, we believe that the key revenue streams will be based on method of distribution. The key revenue streams identified are distribution and OEM sales which comprised the majority of our business. Based upon evaluation completed to-date, the Company believes that the pattern of revenue recognition for these revenue streams will be at a point-in-time consistent with current guidance. The Company is still in the process of evaluating the impact of the standard and its effect on the Company’s financial statements and related disclosures. ASU 2014-09 also introduces new qualitative and quantitative disclosure requirements about contracts with customers including revenue and impairments recognized, disaggregation of revenue and information about contract balance and performance obligations. Information is required about significant judgments and changes in judgments in determining the timing of satisfaction of performance obligations Additional disclosures are required about assets recognized from the costs to obtain or fulfill a contract. The Company is still in the process of evaluating the disclosures to be presented, but expects the level of disclosures related to revenue recognition to increase. ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30). Simplifying the Presentation of Debt Issuance Cost The adoption of ASU 2015-03 resulted in a $2.2 million retrospective reduction of both our other assets and long-term notes payable, net of current portion, as of December 31, 2015. Adoption of t 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 No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) - ASU No. 2016-09, Compensation—Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting - The Company has excess tax benefits for which a benefit could not be previously be recognized of approximately$13.6 million. Upon adoption of this pronouncement the Company will recognize approximately $13.6 million of additional deferred tax assets. ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments - ASU No. 2016-16, Income Taxes (Topic 740) Intra-Entity Transfers of Assets Other Than Inventory. ASU No. 2017-01, Clarifying the Definition of a Business. ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment. This standard simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The revised guidance will be applied prospectively, and is effective for calendar year-end SEC filers for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is evaluating the effect this new standard will have on its financial statements but will early adopt this standard. |
Summary of Operations and Sig29
Summary of Operations and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | For the twelve months ended December 31, 2016, 2015 and 2014, options and share grants outstanding totaling approximately 1.4 million shares, 1.4 million shares and 2.0 million shares have been excluded from the computation of diluted earnings per share because their effect was anti-dilutive. Twelve Months Ended December 31, 2016 2015 2014 Earnings (numerator) Net income attributable to common stockholders $ 15,935 $ 24,274 $ 63,678 Shares (denominator) Weighted average common shares outstanding (basic) 48,597 48,210 47,184 Dilutive effect of stock options and stock awards outstanding 1,192 1,290 1,410 Adjusted weighted average common shares outstanding (diluted) 49,789 49,500 48,594 Earnings per share attributable to common stockholders Basic $ 0.33 $ 0.50 $ 1.35 Diluted $ 0.32 $ 0.49 $ 1.31 |
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: 2016 2015 Unrealized foreign currency losses $ (75,706 ) $ (36,164 ) Unrealized gain on interest rate swap, net of tax $ 2,317 $ - Unrealized loss on defined benefit plan $ (39,097 ) $ (31,320 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets At Fair Value | Financial assets and liabilities carried at fair value as of December 31, 2016 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 $ 29,842 $ 2,737 $ 27,105 $ - $ - Interest rate swap assets 2,317 - 2,317 - - 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 $ - $ - |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory Current | Inventories, stated at the lower of cost or market value, at December 31 were: 2016 2015 Finished goods $ 66,930 $ 70,668 Work-in-progress 45,408 46,061 Raw materials 81,145 86,103 $ 193,483 $ 202,832 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property Plant And Equipment | 2016 2015 Buildings and leasehold improvements $ 192,290 $ 183,174 Machinery and equipment 685,249 660,406 877,539 843,580 Less: Accumulated depreciation and amortization (535,407 ) (479,898 ) 342,132 363,682 Construction in-progress 24,049 39,426 Land 35,807 36,232 $ 401,988 $ 439,340 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Schedule of Intangible Assets | Intangible assets subject to amortization at December 31 were as follows: December 31, 2016 Intangible Assets Useful life Gross Carrying Amount Accumulated Amortization Currency Exchange Net Amortized intangible assets Patents 5-15 years $ 11,823 $ (8,431 ) $ (255 ) $ 3,137 Software license 3 years 1,212 (1,149 ) (63 ) - Developed product technology 2-10 years 153,009 (41,416 ) (6,299 ) 105,294 Customer relationships 12 years 62,093 (13,915 ) (1,750 ) 46,428 Other 4-7 years 4,610 (4,336 ) (75 ) 199 Total amortized intangible assets 232,747 (69,247 ) (8,442 ) 155,058 Intangible assets with indefinite lives In process research and development Indefinite 10,700 - - 10,700 Trademarks and trade names Indefinite 10,303 - (1,185 ) 9,118 Total Intangible assets with indefinite lives 21,003 - (1,185 ) 19,818 Total intangible assets $ 253,750 $ (69,247 ) $ (9,627 ) $ 174,876 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 Other 4-7 years 4,610 (2,434 ) (75 ) 2,101 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 |
Schedule of Expected Amortization Expense | Amortization of intangible assets is as follows: 2017 $ 18,639 2018 17,758 2019 17,295 2020 15,289 2021 and thereafter 86,077 Total $ 155,058 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2014 81,229 Acquisitions 54,280 Foreign currency translation adjustment (2,596 ) Balance at December 31, 2015 132,913 Pericom measurement period adjustment 2,741 Foreign currency translation adjustment (6,242 ) Balance at December 31, 2016 $ 129,412 |
Bank Credit Agreements and Ot35
Bank Credit Agreements and Other Short-Term and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Long Term Debt By Current And Noncurrent [Abstract] | |
Schedule of Line of Credit Facilities | 2016 Outstanding at December 31, Lines of Credit Terms 2016 2015 $ 66,455 Unsecured, interest at LIBOR plus margin, due quarterly $ - $ - |
Schedule of Debt | Long-term debt – The balances as of December 31, consist of the following: 2016 2015 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. 1,466 1,723 Term loan and revolver 428,375 464,500 Total long-term debt 429,841 466,223 Less: Current portion (14,356 ) (10,282 ) Less: Unamortized debt issuance costs (2,359 ) (2,203 ) Long-term debt, net of current portion $ 413,126 $ 453,738 |
Schedule of Maturities of Long Term Debt | The table below sets forth the annual contractual maturities of long-term debt at December 31, 2016: 2017 $ 14,356 2018 20,611 2019 26,866 2020 33,122 2021 334,886 Total long-term debt $ 429,841 |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Capital Lease Obligations [Abstract] | |
Summary of Future Minimum Lease Payments under Capital Lease Agreements | Future minimum lease payments under capital lease agreements are summarized as follows: For years ending December 31, 2017 $ 677 2018 658 2019 465 2020 - Thereafter - 1,800 Less: Interest (71 ) Present value of minimum lease payments 1,729 Less: Current portion (677 ) Long-term portion $ 1,052 |
Accrued Liabilities and Other37
Accrued Liabilities and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities Current And Noncurrent [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities and other current liabilities at December 31 were: 2016 2015 Accrued expenses $ 33,947 $ 34,108 Compensation and payroll taxes 23,720 23,867 Equipment purchases 6,377 13,060 Accrued pricing adjustments 3,817 3,767 Accrued professional services 2,645 2,082 Other 1,056 917 $ 71,562 $ 77,801 |
Schedule of Other Long-Term Liabilities | Other long-term liabilities at December 31 were: 2016 2015 Accrued defined benefit plan $ 30,515 $ 30,406 Unrecognized tax benefits 15,340 20,933 Deferred grant and subsidy 18,259 20,361 Income tax contingencies 8,163 10,782 Deferred compensation 6,433 5,600 Other 2,663 2,071 $ 81,373 $ 90,153 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income (loss) before income taxes 2016 2015 2014 U.S. $ (40,861 ) $ (21,091 ) $ 392 Foreign 65,896 61,686 85,600 Total $ 25,035 $ 40,595 $ 85,992 The components of the income tax provision (benefit) are as follows for the years ended December 31: 2016 2015 2014 Current tax provision (benefit) Federal $ - $ 12 $ 285 Foreign 28,993 17,983 21,783 State 13 29 44 29,006 18,024 22,112 Deferred tax provision (benefit) Federal (10,517 ) (2,739 ) 2,996 Foreign (13,847 ) (1,063 ) (4,244 ) State 101 (228 ) 51 (24,263 ) (4,030 ) (1,197 ) Liability for unrecognized tax benefits 1,815 88 (556 ) Total income tax provision $ 6,558 $ 14,082 $ 20,359 |
Schedule of Effective Income Tax Rate Reconciliation | Reconciliation between the effective tax rate and the statutory tax rates for the years ended December 31, 2016, 2015, and 2014 is as follows: 2016 2015 2014 Percent Percent Percent of pretax of pretax of pretax Amount earnings Amount earnings Amount earnings Federal tax $ 8,762 35.0 $ 14,214 35.0 $ 30,097 35.0 State income taxes, net of federal tax provision (65 ) (0.3 ) (152 ) (0.4 ) 18 - Foreign income taxed at lower tax rates (6,955 ) (27.8 ) (10,126 ) (24.9 ) (9,421 ) (11.0 ) U.S. tax impact of foreign operations 324 1.3 2,046 5.0 365 0.4 Foreign withholding taxes 4,834 19.3 2,268 5.6 3,694 4.3 Research and development (2,241 ) (9.0 ) (2,068 ) (5.1 ) (2,666 ) (3.1 ) Liability for unrecognized tax benefits 1,815 7.3 88 0.2 (556 ) (0.6 ) Valuation allowance (2,600 ) (10.4 ) 3,580 8.8 876 1.0 Provision-to-return adjustments (61 ) (0.2 ) 994 2.4 (1,925 ) (2.2 ) Other 2,745 11.0 3,238 8.1 (123 ) (0.1 ) Income tax provision $ 6,558 26.2 $ 14,082 34.7 $ 20,359 23.7 |
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: 2016 2015 2014 Balance at January 1, $ 26,503 $ 19,488 $ 20,710 Additions based on tax positions related to the current year 6,746 3,450 2,729 Additions for prior year tax positions 960 6,963 424 Reductions for prior year tax positions (5,360 ) (3,398 ) (4,375 ) Balance at December 31, $ 28,849 $ 26,503 $ 19,488 |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2016 and 2015, our deferred tax assets and liabilities are comprised of the following items: 2016 2015 Deferred tax assets Inventory cost $ 6,923 $ 7,944 Accrued expenses and accounts receivable 2,112 2,206 Foreign tax credits 19,610 20,133 Research and development tax credits 13,633 12,306 Net operating loss carryforwards 37,379 25,878 Accrued pension 5,494 7,169 Share based compensation and others 16,992 18,238 102,143 93,874 Valuation allowances (32,082 ) (35,738 ) Total deferred tax assets, non-current 70,061 58,136 Deferred tax liabilities Plant, equipment and intangible assets (28,639 ) (39,722 ) Total deferred tax liabilities, non-current (28,639 ) (39,722 ) Net deferred tax assets $ 41,422 $ 18,414 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Net Benefit Costs | The table below sets forth net periodic benefit costs of the plan for the years ended December 31, 2016 and 2015: Defined Benefit Plan 2016 2015 Components of net periodic benefit cost: Service cost $ 270 $ 305 Interest cost 5,151 5,712 Recognized actuarial loss 993 1,429 Expected return on plan assets (6,210 ) (6,213 ) Net periodic benefit cost $ 204 $ 1,233 |
Schedule of Benefit Obligation, Fair Value of Plan Assets, and Funded Status of our Plan | The table below sets forth the benefit obligation, the fair value of plan assets, and the funded status as of December 31: Defined Benefit Plan 2016 2015 Change in benefit obligation: Beginning balance $ 145,019 $ 159,715 Service cost 270 305 Interest cost 5,151 5,712 Actuarial loss (gain) 29,793 (9,043 ) Benefits paid (6,816 ) (4,072 ) Currency changes (26,616 ) (7,598 ) Benefit obligation at December 31 $ 146,801 $ 145,019 Change in plan assets: Beginning balance - fair value $ 116,386 $ 122,780 Employer contribution 2,105 3,144 Actual return on plan assets 28,422 514 Benefits paid (6,816 ) (4,072 ) Currency changes (21,439 ) (5,980 ) Fair value of plan assets at December 31 $ 118,658 $ 116,386 Underfunded status at December 31 $ (28,143 ) $ (28,633 ) |
Schedule of Assumptions Used | The following weighted-average assumptions were used to determine net periodic benefit costs for the twelve months ended December 31: 2016 2015 Discount rate 2.8% 4.0% Expected long-term return on plan assets 5.4% 6.0% The following weighted-average assumption was used to determine the benefit obligations at December 31: 2016 2015 Discount rate 2.8% 4.0% |
Schedule of Allocation Of Plan Assets | The table below sets forth 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 % 61 % Hedging assets 2.0 % 35 % Cash 0.3 % 4 % Total 5.4 % 100 % |
Schedule of Expected Benefit Payments | Benefit plan payments are primarily made from funded benefit plan trusts and current assets. The table below sets forth the expected future benefit payments, including future benefit accrual, as of December 31, 2016 2017 $ 3,379 2018 3,509 2019 3,651 2020 3,997 2021 4,374 2022-2025 21,265 |
Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets | The following table summarizes the major categories of the plan assets December 31, 2016 Asset category Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 1,577 $ 5,752 $ - $ 7,329 Equity securities: U.K. - 2,327 - 2,327 North America - 17,336 - 17,336 Europe (excluding U.K.) - 5,416 - 5,416 Japan - 2,837 - 2,837 Pacific Basin (excluding Japan) - 1,270 - 1,270 Emerging markets - 3,564 - 3,564 Fixed income securities: Corporate bonds - 6,671 - 6,671 Others - 1,823 - 1,823 Index linked securities: Others - 43 - 43 Other types of investments: Absolute return funds - 1,897 - 1,897 Hedge funds - 17,651 - 17,651 Development REITS - 4,882 - 4,882 Insurance linked securities - 3,755 - 3,755 Liability driven investments - 41,758 - 41,758 Other - 99 - 99 Total $ 1,577 $ 117,081 $ - $ 118,658 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share Based Compensation [Abstract] | |
Schedule of Share-Based Compensation Expense | The table below sets forth the line items where share-based compensation expense was recorded for the twelve months ended December 31, 2016, 2015 and 2014: 2016 2015 2014 Cost of goods sold $ 775 $ 716 $ 438 Selling, general and administrative expense 10,567 16,228 12,438 Research and development expense 2,687 2,026 1,228 Total share-based compensation expense $ 14,029 $ 18,970 $ 14,104 |
Schedule of Share-Based Compensation Expense by Type | The table below sets forth share-based compensation expense by type for the twelve months ended December 31, 2016, 2015 and 2014: 2016 2015 2014 Stock options $ 1,511 $ 2,516 $ 3,259 Share grants 12,518 16,454 10,845 Total share-based compensation expense $ 14,029 $ 18,970 $ 14,104 |
Schedule of Share Based Payment Award Stock Options Valuation Assumptions | Share-based compensation expense for stock options granted during 2014 was calculated on the date of grant using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions: 2014 Weighted-average grant date fair value (1) $ 15.68 Weighted-average assumptions used: 53.36 % Expected volatility 7.2 Expected term (years) 2.08 % Risk-free interest rate 0.00 % Expected dividend yield (1) No stock options were granted in 2016 or 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, 2014 3,126 $ 18.93 Granted 176 27.92 Exercised (564 ) 10.37 Forfeited or expired (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 Granted - - Exercised (7 ) 18.48 Forfeited or expired (223 ) 22.75 Outstanding at December 31, 2016 1,833 23.08 3.3 $ 6,597 Exercisable at December 31, 2016 1,706 22.83 3.2 $ 6,497 |
Schedule of Stock Options Outstanding | The table below sets forth information about stock options outstanding at December 31, 2016: Plan Range of exercise prices Number outstanding Weighted average remaining contractual life (years) Weighted average exercise price 2001 Plan $ 15.05-28.45 1,492 3.0 $ 22.50 2013 Plan $ 23.35-27.92 341 4.9 $ 25.61 |
Schedule of Nonvested Restricted Stock Units Activity | The table below sets forth a summary of our non-vested share grants in 2016, 2015 and 2014: Restricted Stock Grants Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Nonvested at January 1, 2014 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 Granted 1,557 22.46 Vested (370 ) 25.02 Forfeited (43 ) 26.08 Nonvested at December 31, 2015 2,679 23.51 $ 61,247 Granted 880 18.63 Vested (877 ) 18.92 $ 17,078 Forfeited (62 ) 20.80 Nonvested at December 31, 2016 2,620 21.31 $ 67,247 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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: 2016 2015 2014 LSC Net sales $ 852 $ 588 $ 751 Purchases $ 21,936 $ 22,378 $ 31,588 Keylink Net sales $ 9,125 $ 9,749 $ 9,465 Purchases $ 5,054 $ 6,272 $ 8,122 Nuvoton Purchases $ 10,386 $ 12,598 $ 12,697 |
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: 2016 2015 LSC Accounts receivable $ 301 $ 55 Accounts payable $ 4,333 $ 2,845 Keylink Accounts receivable $ 5,394 $ 4,112 Accounts payable $ 4,295 $ 5,147 Nuvoton Accounts payable $ 950 $ 1,477 |
Segment Information and Enter42
Segment Information and Enterprise-Wide Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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: 2016 Asia North America Europe Consolidated Total sales $ 895,608 $ 109,442 $ 157,343 $ 1,162,393 Inter-company sales (137,959 ) (22,034 ) (60,238 ) (220,231 ) Net sales $ 757,649 $ 87,408 $ 97,105 $ 942,162 Property, plant and equipment $ 329,587 $ 57,145 $ 15,256 $ 401,988 Assets $ 948,923 $ 400,472 $ 179,157 $ 1,528,552 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 $ 463,967 $ 165,508 $ 1,598,827 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 |
Schedule of Net Sales by Countries | The table below sets forth net sales by country. We report net sales based on “shipped to” customer locations as we believe this best represents where our customers’ business activities occur. “All others” represents countries with less than 3% of total net sales each. % of Total 2016 Net Sales Net Sales China $ 548,015 58 % U.S. 79,869 8 % Korea 60,672 6 % Germany 61,415 7 % Singapore 48,464 5 % Taiwan 59,087 6 % All others 84,640 10 % Total $ 942,162 100 % % 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 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 $ 10.5 million, $10.1 million and $9.9 million for the years ended December 31, 2016, 2015 and 2014, 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, 2016: 2017 $ 10,863 2018 6,864 2019 6,182 2020 4,737 2021 3,469 Thereafter 3,743 $ 35,858 |
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 Shandong, China 50 2058 Shanghai, China 50 2058 Yangzhou, China 50 2065 |
Derivative Financial Instrume44
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Outstanding Interest Rate Derivatives, Designated as Cash Flow Hedges of Interest Rate Risk | The table below sets forth outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: Interest Rate Derivative Number of Instruments Notional Interest rate swaps 6 $ 150,000 |
Summary of Fair Value of Derivative Financial Instruments and Their Classification on the Consolidated Balance Sheet | The table below sets forth the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheet as of December 31, 2016 and December 31, 2015: Fair Value of Derivative Instruments Asset Derivatives Liability Derivatives December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Other assets $ 3,052 N/A $ - Other liabilities $ 735 N/A $ - |
Summary of Effectiveness of Derivative Financial Instruments on the Consolidated Statement of Operations | The table below sets forth the effectiveness of the Company’s derivative financial instruments on the Consolidated Statement of Operations for the twelve months ended December 31, 2016: Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) 2016 2015 2016 2015 2016 2015 Interest rate products $ 2,317 $ - Interest expense $ 112 $ - N/A $ - $ - |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
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 values, adjustment and final values assigned to the assets and liabilities acquired in the Pericom acquisition. The preliminary purchase price allocation was 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 necessitated 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. The final accounting for the Pericom acquisition resulted in changes in the line items shown under the “Measurement Period Adjustment” column in the table below. Preliminary November 24, 2015 Measurement Period Adjustments Adjusted November 24, 2015 Assets acquired: Cash and cash equivalents $ 48,806 $ - $ 48,806 Short-term investments 72,537 - 72,537 Accounts receivable 22,740 - 22,740 Inventory 22,488 - 22,488 Prepaid expenses and other current assets 5,793 (1,622 ) 4,171 Fixed assets 72,210 - 72,210 Intangible assets 156,700 - 156,700 Goodwill 54,304 2,741 57,045 Other long-term assets 16,069 - 16,069 Total assets acquired $ 471,647 $ 1,119 $ 472,766 Liabilities assumed: Accounts payable $ 16,925 $ - $ 16,925 Accrued liabilities and other 8,818 695 9,513 Income tax payable 1,498 333 1,831 Deferred tax liability 29,077 91 29,168 Other liabilities 12,155 - 12,155 Total liabilities assumed 68,473 1,119 69,592 Total net assets acquired $ 403,174 $ - $ 403,174 Total net assets acquired, net of cash acquired $ 354,368 $ - $ 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 |
Selected Quarterly Financial 46
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Information [Abstract] | |
Schedule of Quarterly Financial Data | 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2016 Net sales $ 222,738 $ 236,645 $ 250,694 $ 232,085 Gross profit 64,220 74,817 80,623 67,263 Net income attributable to common shareholders (1,733 ) 5,752 10,648 1,268 Earnings per share attributable to common shareholders Basic $ (0.04 ) $ 0.12 $ 0.22 $ 0.07 Diluted $ (0.04 ) $ 0.12 $ 0.21 $ 0.07 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 ) |
Summary of Operations and Sig47
Summary of Operations and Significant Accounting Policies (Details) - USD ($) shares in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary Of Operations And Significant Accounting Policies [Line Items] | |||
Product returns and other allowances | $ 132,900,000 | $ 113,500,000 | $ 85,800,000 |
Allowance for doubtful accounts | 2,100,000 | 2,700,000 | |
Impairment of goodwill | 0 | 0 | |
Impairment of long-lived assets | 0 | ||
Shipping, Handling and Transportation Costs | $ 14,200,000 | $ 8,300,000 | $ 10,800,000 |
Options and share grants outstanding | 1.4 | 1.4 | 2 |
Foreign exchange transaction gains | $ 2,200,000 | $ 1,300,000 | $ 1,800,000 |
Accumulated other comprehensive loss | 112,666,000 | 84,416,000 | $ 68,400,000 |
Reduction in other assets and long term notes payable, net of current portion, due to retrospective adoption of ASU 2015-03 | 2,200,000 | ||
Deferred tax assets, unrecognized tax benefit | 13,600,000 | $ 5,600,000 | |
ASU No. 2016-09 | |||
Summary Of Operations And Significant Accounting Policies [Line Items] | |||
Deferred tax assets, unrecognized tax benefit | 13,600,000 | ||
Deferred tax assets recognized | $ 13,600,000 | ||
Restricted Stock | |||
Summary Of Operations And Significant Accounting Policies [Line Items] | |||
Requisite service period | 4 years | ||
Minimum | Building | |||
Summary Of Operations And Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 20 years | ||
Minimum | Machinery and Equipment | |||
Summary Of Operations And Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 3 years | ||
Minimum | Leaseholds and Leasehold Improvements | |||
Summary Of Operations And Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 3 years | ||
Maximum | Building | |||
Summary Of Operations And Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 55 years | ||
Maximum | Machinery and Equipment | |||
Summary Of Operations And Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 10 years | ||
Maximum | Leaseholds and Leasehold Improvements | |||
Summary Of Operations And Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 5 years |
Summary of Operations and Sig48
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, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings (numerator) | |||||||||||
Net income attributable to common stockholders | $ 1,268 | $ 10,648 | $ 5,752 | $ (1,733) | $ (4,773) | $ 2,837 | $ 15,078 | $ 11,132 | $ 15,935 | $ 24,274 | $ 63,678 |
Shares (denominator) | |||||||||||
Weighted average common shares outstanding (basic) | 48,597 | 48,210 | 47,184 | ||||||||
Dilutive effect of stock options and stock awards outstanding | 1,192 | 1,290 | 1,410 | ||||||||
Adjusted weighted average common shares outstanding (diluted) | 49,789 | 49,500 | 48,594 | ||||||||
Earnings per share attributable to common stockholders | |||||||||||
Basic | $ 0.07 | $ 0.22 | $ 0.12 | $ (0.04) | $ (0.10) | $ 0.06 | $ 0.31 | $ 0.23 | $ 0.33 | $ 0.50 | $ 1.35 |
Diluted | $ 0.07 | $ 0.21 | $ 0.12 | $ (0.04) | $ (0.10) | $ 0.06 | $ 0.31 | $ 0.23 | $ 0.32 | $ 0.49 | $ 1.31 |
Summary of Operations and Sig49
Summary of Operations and Significant Accounting Policies - Component of Comprehensive Income (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | ||
Unrealized foreign currency losses | $ (75,706) | $ (36,164) |
Unrealized gain on interest rate swap, net of tax | 2,317 | |
Unrealized loss on defined benefit plan | $ (39,097) | $ (31,320) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Disclosures [Abstract] | ||
Short-term investments | $ 29,842 | $ 64,685 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets At Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 29,842 | $ 64,685 |
Interest Rate Swap | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of derivative instruments, asset derivatives | 2,317 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 2,737 | 2,035 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 27,105 | $ 62,650 |
Significant Other Observable Inputs (Level 2) | Interest Rate Swap | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of derivative instruments, asset derivatives | $ 2,317 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory Current (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 66,930 | $ 70,668 |
Work-in-progress | 45,408 | 46,061 |
Raw materials | 81,145 | 86,103 |
Total | $ 193,483 | $ 202,832 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property Plant And Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Abstract] | |||
Buildings and leasehold improvements, Gross | $ 192,290 | $ 183,174 | |
Machinery and equipment | 685,249 | 660,406 | |
Property, plant and equipment, at cost | 877,539 | 843,580 | |
Less: Accumulated depreciation and amortization | (535,407) | (479,898) | |
Net | 342,132 | 363,682 | |
Construction in-progress | 24,049 | 39,426 | |
Land | 35,807 | 36,232 | |
Property, plant and equipment, net | $ 401,988 | $ 439,340 | $ 309,931 |
Property, Plant and Equipment54
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Abstract] | |||
Depreciation | $ 78,482 | $ 71,504 | $ 68,857 |
Capital lease obligations | $ 1,052 | $ 200 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | $ 232,747 | $ 232,047 |
Accumulated Amortization | (69,247) | (48,828) |
Currency Exchange | (8,442) | (7,725) |
Amortization of Intangible Assets, Net | 155,058 | 175,494 |
Gross Carrying Amount | 21,003 | 21,703 |
Currency Exchange | (1,185) | (788) |
Net | 19,818 | 20,915 |
Total Intangible Assets - Gross Carrying Amount | 253,750 | 253,750 |
Total Intangible Assets - Accumulated Amortization | (69,247) | (48,828) |
Total Intangible Assets - Currency Exchange and Other | (9,627) | (8,513) |
Total Intangible Assets - Net | 174,876 | 196,409 |
In Process Research and Development | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 10,700 | 11,400 |
Net | 10,700 | 11,400 |
Trademarks and Trade Names | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 10,303 | 10,303 |
Currency Exchange | (1,185) | (788) |
Net | 9,118 | 9,515 |
Patents | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 11,823 | 11,823 |
Accumulated Amortization | (8,431) | (7,722) |
Currency Exchange | (255) | (261) |
Amortization of Intangible Assets, Net | $ 3,137 | $ 3,840 |
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 | (1,149) | (1,212) |
Currency Exchange | (63) | |
Developed Product Technology | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 153,009 | 152,309 |
Accumulated Amortization | (41,416) | (28,969) |
Currency Exchange | (6,299) | (5,929) |
Amortization of Intangible Assets, Net | $ 105,294 | $ 117,411 |
Developed Product Technology | Minimum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 2 years | 2 years |
Developed Product 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 | $ 62,093 |
Accumulated Amortization | (13,915) | (8,491) |
Currency Exchange | (1,750) | (1,460) |
Amortization of Intangible Assets, Net | 46,428 | 52,142 |
Other | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 4,610 | 4,610 |
Accumulated Amortization | (4,336) | (2,434) |
Currency Exchange | (75) | (75) |
Amortization of Intangible Assets, Net | $ 199 | $ 2,101 |
Other | Minimum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 4 years | 4 years |
Other | Maximum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 7 years | 7 years |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |||
Amortization of intangibles | $ 20,483 | $ 8,596 | $ 7,914 |
Intangible Assets - Schedule 57
Intangible Assets - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2,017 | $ 18,639 | |
2,018 | 17,758 | |
2,019 | 17,295 | |
2,020 | 15,289 | |
2021 and thereafter | 86,077 | |
Amortization of Intangible Assets, Net | $ 155,058 | $ 175,494 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill | ||
Goodwill beginning balance | $ 132,913 | $ 81,229 |
Acquisitions | 54,280 | |
Pericom measurement period adjustment | 2,741 | |
Foreign currency translation adjustment | (6,242) | (2,596) |
Goodwill ending balance | $ 129,412 | $ 132,913 |
Bank Credit Agreements and Ot59
Bank Credit Agreements and Other Short-Term and Long-Term Debt - Additional Information (Details) - USD ($) | Oct. 26, 2016 | Dec. 31, 2016 | Jan. 08, 2013 |
Line Of Credit Facility [Line Items] | |||
Lines of credit unused and available | $ 66,000,000 | ||
Line of Credit Facility Credit Used For Guarantee | 500,000 | ||
U.S. and Asia Subsidiaries | |||
Line Of Credit Facility [Line Items] | |||
Lines of credit unused and available | 66,000,000 | ||
Line of Credit Facility Credit Used For Guarantee | 0 | ||
Unsecured | |||
Line Of Credit Facility [Line Items] | |||
Lines of credit maximum borrowing capacity | $ 66,455,000 | ||
Credit Agreement | |||
Line Of Credit Facility [Line Items] | |||
Credit agreement commencement date | Oct. 26, 2016 | ||
Line of credit facility, Affiliated borrower | Diodes International B.V | ||
Financial and non-financial convenants, description | Under the Credit Agreement, restricted payments, including dividends and share repurchases, are permitted in certain circumstances, including while the Consolidated Leverage Ratio is at least 0.25 to 1.00 less than the maximum permitted under the Credit Agreement. | ||
Credit Agreement | Maximum | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility increase in borrowing capacity | $ 200,000,000 | ||
Revolver | |||
Line Of Credit Facility [Line Items] | |||
Lines of credit maximum borrowing capacity | 250,000,000 | $ 400,000,000 | |
Line of credit facility, maturity date | Oct. 26, 2021 | ||
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 | ||
Term Loan | |||
Line Of Credit Facility [Line Items] | |||
Lines of credit maximum borrowing capacity | $ 250,000,000 | $ 100,000,000 | |
Line of credit facility, maturity date | Oct. 26, 2021 |
Bank Credit Agreements and Ot60
Bank Credit Agreements and Other Short-Term and Long-Term Debt - Schedule of Line of Credit Facilities (Details) | Dec. 31, 2016USD ($) |
Unsecured | |
Debt Instrument [Line Items] | |
Lines of credit maximum borrowing capacity | $ 66,455,000 |
Bank Credit Agreements and Ot61
Bank Credit Agreements and Other Short-Term and Long-Term Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 429,841 | $ 466,223 |
Current portion of long-term debt | (14,356) | (10,282) |
Less: Unamortized debt issuance costs | (2,359) | (2,203) |
Long-term debt, net of current portion | 413,126 | 453,738 |
Notes Payable To Bank | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 1,466 | 1,723 |
Term Loan and Revolver | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 428,375 | $ 464,500 |
Bank Credit Agreements and Ot62
Bank Credit Agreements and Other Short-Term and Long-Term Debt - Schedule of Debt (Parenthetical) (Details) - Notes Payable To Bank - TWD TWD in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
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 Ot63
Bank Credit Agreements and Other Short-Term and Long-Term Debt - Schedule of Maturities of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Long Term Debt By Current And Noncurrent [Abstract] | ||
2,017 | $ 14,356 | |
2,018 | 20,611 | |
2,019 | 26,866 | |
2,020 | 33,122 | |
2,021 | 334,886 | |
Total long-term debt | $ 429,841 | $ 466,223 |
Capital Lease Obligations - Sum
Capital Lease Obligations - Summary of Future Minimum Lease Payments under Capital Lease Agreement (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Capital Lease Obligations [Abstract] | ||
2,017 | $ 677 | |
2,018 | 658 | |
2,019 | 465 | |
Capital leases, future minimum payment, total | 1,800 | |
Less: Interest | (71) | |
Present value of minimum lease payments | 1,729 | |
Less: Current portion | (677) | |
Long-term portion | $ 1,052 | $ 200 |
Capital Lease Obligations - Add
Capital Lease Obligations - Additional Information (Details) $ in Millions | Dec. 31, 2016USD ($) |
Capital Lease Obligations [Abstract] | |
Capital leases costs | $ 4.2 |
Capital leases, accumulated depreciation | $ 2.5 |
Accrued Liabilities and Other C
Accrued Liabilities and Other Current Liabilities, and Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities, Current [Abstract] | ||
Accrued expenses | $ 33,947 | $ 34,108 |
Compensation and payroll taxes | 23,720 | 23,867 |
Equipment purchases | 6,377 | 13,060 |
Accrued pricing adjustments | 3,817 | 3,767 |
Accrued professional services | 2,645 | 2,082 |
Other | 1,056 | 917 |
Accrued Liabilities, Current, Total | 71,562 | 77,801 |
Liabilities, Noncurrent [Abstract] | ||
Accrued defined benefit plan | 30,515 | 30,406 |
Unrecognized tax benefits | 15,340 | 20,933 |
Deferred grant and subsidy | 18,259 | 20,361 |
Income tax contingencies | 8,163 | 10,782 |
Deferred compensation | 6,433 | 5,600 |
Other | 2,663 | 2,071 |
Other long-term liabilities, Total | $ 81,373 | $ 90,153 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2015 | |
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 $3.0 million per fiscal year to its stockholders so long as we have not defaulted at the time of such dividend and no default would result from declaring or paying such dividend. | ||
Common stock par value | $ 0.666 | $ 0.666 | |
Stock repurchase program expiration date | Dec. 31, 2019 | ||
Common shares repurchased during period, shares | 691,196 | 466,010 | |
Common shares repurchased during period, value | $ 18,014,000 | $ 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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (40,861) | $ (21,091) | $ 392 |
Foreign | 65,896 | 61,686 | 85,600 |
Income before income taxes and noncontrolling interest | 25,035 | 40,595 | 85,992 |
Current tax provision (benefit) | |||
Federal | 12 | 285 | |
Foreign | 28,993 | 17,983 | 21,783 |
State | 13 | 29 | 44 |
Current tax provision (benefit), Total | 29,006 | 18,024 | 22,112 |
Deferred tax provision (benefit) | |||
Federal | (10,517) | (2,739) | 2,996 |
Foreign | (13,847) | (1,063) | (4,244) |
State | 101 | (228) | 51 |
Deferred Income Tax Expense (Benefit), Total | (24,263) | (4,030) | (1,197) |
Liability for unrecognized tax benefits | 1,815 | 88 | (556) |
Total income tax provision | $ 6,558 | $ 14,082 | $ 20,359 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | |||
Federal tax | $ 8,762 | $ 14,214 | $ 30,097 |
State income taxes, net of federal tax provision | (65) | (152) | 18 |
Foreign income taxed at lower tax rates | (6,955) | (10,126) | (9,421) |
U.S. tax impact of foreign operations | 324 | 2,046 | 365 |
Foreign withholding taxes | 4,834 | 2,268 | 3,694 |
Research and development | (2,241) | (2,068) | (2,666) |
Liability for unrecognized tax benefits | 1,815 | 88 | (556) |
Valuation allowance | (2,600) | 3,580 | 876 |
Provision-to-return adjustments | (61) | 994 | (1,925) |
Other | 2,745 | 3,238 | (123) |
Total income tax provision | $ 6,558 | $ 14,082 | $ 20,359 |
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, net of federal tax provision | (0.30%) | (0.40%) | |
Income tax rate, Foreign income taxed at lower tax rates | (27.80%) | (24.90%) | (11.00%) |
Income tax rate, U.S. tax impact of foreign operations | 1.30% | 5.00% | 0.40% |
Income tax rate, Foreign withholding taxes | 19.30% | 5.60% | 4.30% |
Income tax rate, Research and development | (9.00%) | (5.10%) | (3.10%) |
Income tax rate, Liability for unrecognized tax benefits | 7.30% | 0.20% | (0.60%) |
Income tax rate, Valuation allowance | (10.40%) | 8.80% | 1.00% |
Income tax rate, Provision-to-return adjustment | (0.20%) | 2.40% | (2.20%) |
Income tax rate, Other | 11.00% | 8.10% | (0.10%) |
Income tax rate, Total | 26.20% | 34.70% | 23.70% |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Beginning Balance | $ 26,503 | $ 19,488 | $ 20,710 |
Additions based on tax positions related to the current year | 6,746 | 3,450 | 2,729 |
Additions for prior year tax positions | 960 | 6,963 | 424 |
Reductions for prior year tax positions | (5,360) | (3,398) | (4,375) |
Ending Balance | $ 28,849 | $ 26,503 | $ 19,488 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
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 | $ 28,849 | $ 26,503 | $ 19,488 | $ 20,710 |
Unrecognized tax benefits, if recognized, would affect the effective tax rate | $ 28,300 | |||
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 2008, or for the 2010 and 2011 tax years. We are no longer subject to China income tax examinations by tax authorities for tax years before 2006. 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, 2016, 2015 and 2014. | |||
Net deferred tax assets | $ 41,422 | 18,414 | ||
Deferred Tax Assets Operating Loss Carryforwards | 13,600 | 5,600 | ||
Deferred Tax Assets Excluding Tax Benefits For Operating Loss Carryforwards | 27,800 | 12,800 | ||
Tax Credit Carryforward, Valuation Allowance | 22,400 | |||
Operating Loss Carryforward [Abstract] | ||||
Operating Loss Carryforwards, Valuation Allowance | 5,900 | |||
Income Taxes Supplemental Information [Abstract] | ||||
Statutory Accounting Practices, Retained Earnings Not Available for Dividends | 38,900 | |||
Additional Tax On Undistributed Foreign Earnings | 151,300 | |||
Tax holidays | $ 7,300 | $ 2,900 | $ 2,200 | |
Tax holidays basic EPS | $ 0.15 | $ 0.6 | $ 0.05 | |
Tax holidays diluted EPS | $ 0.15 | $ 0.6 | $ 0.05 | |
China | ||||
Income Taxes Supplemental Information [Abstract] | ||||
Deferred Tax Liabilities, Undistributed Foreign Earnings | $ 357,800 | |||
Federal | ||||
Tax Credit Carryforward [Line Items] | ||||
Tax Credit Carryforward, Amount | $ 26,800 | |||
Tax Credit Carryforward, Expiration Dates | Jan. 1, 2017 | |||
Operating Loss Carryforward [Abstract] | ||||
Operating Loss Carryforwards | $ 81,600 | |||
Operating Loss Carryforwards, Expiration Dates | Jan. 1, 2032 | |||
State and Local Jurisdiction | ||||
Tax Credit Carryforward [Line Items] | ||||
Tax Credit Carryforward, Amount | $ 6,600 | |||
Tax Credit Carryforward, Expiration Dates | Jan. 1, 2020 | |||
Operating Loss Carryforward [Abstract] | ||||
Operating Loss Carryforwards | $ 3,700 | |||
Operating Loss Carryforwards, Expiration Dates | Jan. 1, 2017 | |||
Foreign Tax Authority | ||||
Operating Loss Carryforward [Abstract] | ||||
Operating Loss Carryforwards | $ 26,300 | |||
Operating Loss Carryforwards, Expiration Dates | Jan. 1, 2020 | |||
Income Taxes Supplemental Information [Abstract] | ||||
Deferred Tax Liabilities, Undistributed Foreign Earnings | $ 507,600 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets | ||
Inventory cost | $ 6,923 | $ 7,944 |
Accrued expenses and accounts receivable | 2,112 | 2,206 |
Foreign tax credits | 19,610 | 20,133 |
Research and development tax credits | 13,633 | 12,306 |
Net operating loss carryforwards | 37,379 | 25,878 |
Accrued pension | 5,494 | 7,169 |
Share based compensation and others | 16,992 | 18,238 |
Total deferred tax assets, include valuation allowance | 102,143 | 93,874 |
Valuation allowances | (32,082) | (35,738) |
Total deferred tax assets, non-current | 70,061 | 58,136 |
Deferred tax liabilities | ||
Plant, equipment and intangible assets | (28,639) | (39,722) |
Total deferred tax liabilities, non-current | (28,639) | (39,722) |
Net deferred tax assets | $ 41,422 | $ 18,414 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) £ in Millions | 12 Months Ended | |||
Dec. 31, 2016USD ($)$ / £ | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016GBP (£)$ / £ | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Underfunded pension and postretirement obligation, noncurrent | $ 28,100,000 | |||
Accumulated comprehensive loss defined benefit plan | 39,097,000 | $ 31,320,000 | ||
Defined benefit plan recognized gain loss increase(decrease) | 7,200,000 | |||
Other comprehensive income (loss), pension and other postretirement benefit plans, net unamortized gain (loss) arising during period, before tax | $ 22,200,000 | |||
Defined benefit plan amortization of net gains losses average term | 13 years | |||
Defined benefit plan, expected future benefit payments in year one | $ 3,379,000 | |||
Defined benefit plan, expected future benefit payments in year two | 3,509,000 | |||
Defined benefit plan, expected future benefit payments in year three | 3,651,000 | |||
Defined benefit plan, expected future benefit payments in year four | 3,997,000 | |||
Defined benefit plan, expected future benefit payments in year five | 4,374,000 | |||
Defined contribution plan, cost recognized | $ 13,900,000 | $ 14,000,000 | $ 13,000,000 | |
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, 2016, these investments totaled approximately $6.3 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 | $ 6,300,000 | |||
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 13. | |||
United States | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
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. | |||
Maximum | United States | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer matching contribution percentage | 6.00% | |||
Employer matching contribution percent of match | 3.00% | |||
Maximum | China | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer matching contribution percentage | 22.00% | |||
Minimum | China | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer matching contribution percentage | 10.00% | |||
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 of a diverse range of listed and unlisted securities including corporate bonds and mutual funds and 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. | |||
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 would make annual contributions each year through 2030, of approximately GPB 2 million (approximately $2.4 million based on a GBP:USD exchange rate of 1.2). The annual contributions were expected to meet the deficit disclosed in the plan as of April 5, 2013 by December 31, 2030. The trustees are required to review the funding position every three years, and a further review was carried out as of April 5, 2016. The outcome of the review, as agreed with the trustees during the first quarter of 2017, was that contributions would continue at the existing level until December 31, 2029. | |||
Defined benefit plan, expected future benefit payments in year one | $ 2,400,000 | £ 2 | ||
Defined benefit plan, expected future benefit payments in year two | 2,400,000 | 2 | ||
Defined benefit plan, expected future benefit payments in year three | 2,400,000 | 2 | ||
Defined benefit plan, expected future benefit payments in year four | 2,400,000 | 2 | ||
Defined benefit plan, expected future benefit payments in year five | 2,400,000 | 2 | ||
Defined benefit plan, expected future benefit payments in ten fiscal years thereafter | $ 2,400,000 | £ 2 | ||
GBP:USD exchange rate | $ / £ | 1.2 | 1.2 |
Employee Benefit Plans - Net pe
Employee Benefit Plans - Net periodic benefit costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||
Service cost | $ 270 | $ 305 |
Interest cost | 5,151 | 5,712 |
Recognized actuarial loss | 993 | 1,429 |
Expected return on plan assets | (6,210) | (6,213) |
Net periodic benefit cost | $ 204 | $ 1,233 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Benefit Obligation, Fair Value of Plan Assets, and Funded Status of our Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Change in Benefit Obligation [Roll Forward] | ||
Service cost | $ 270 | $ 305 |
Interest cost | 5,151 | 5,712 |
Change in Plan Assets [Roll Forward] | ||
Fair value of plan assets - ending | 118,658 | |
Pension Plan, Defined Benefit | ||
Change in Benefit Obligation [Roll Forward] | ||
Benefit obligation - beginning | 145,019 | 159,715 |
Service cost | 270 | 305 |
Interest cost | 5,151 | 5,712 |
Actuarial loss (gain) | 29,793 | (9,043) |
Benefits paid | (6,816) | (4,072) |
Currency changes | (26,616) | (7,598) |
Benefit obligation - ending | 146,801 | 145,019 |
Change in Plan Assets [Roll Forward] | ||
Fair value of plan assets - beginning | 116,386 | 122,780 |
Employer contribution | 2,105 | 3,144 |
Actual return on plan assets | 28,422 | 514 |
Benefits paid | (6,816) | (4,072) |
Currency changes | (21,439) | (5,980) |
Fair value of plan assets - ending | 118,658 | 116,386 |
Underfunded status | $ (28,143) | $ (28,633) |
Employee Benefit Plans - Sche76
Employee Benefit Plans - Schedule of Assumptions Used (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Defined benefit plan, Weighted average assumptions used in calculating net periodic benefit cost [Abstract] | ||
Expected long-term return on plan assets | 5.40% | |
Pension Plan, Defined Benefit | ||
Defined benefit plan, Weighted average assumptions used in calculating net periodic benefit cost [Abstract] | ||
Discount rate | 2.80% | 4.00% |
Expected long-term return on plan assets | 5.40% | 6.00% |
Defined benefit plan, Weighted average assumptions used in calculating benefit obligation [Abstract] | ||
Discount rate | 2.80% | 4.00% |
Employee Benefit Plans - Expect
Employee Benefit Plans - Expected long-term return by asset category (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Expected Long Term Return [Abstract] | |
Expected long-term return | 5.40% |
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 | 61.00% |
Hedging assets | |
Expected Long Term Return [Abstract] | |
Expected long-term return | 2.00% |
Asset allocation [Abstract] | |
Asset allocation | 35.00% |
Cash | |
Expected Long Term Return [Abstract] | |
Expected long-term return | 0.30% |
Asset allocation [Abstract] | |
Asset allocation | 4.00% |
Employee Benefit Plans - Expe78
Employee Benefit Plans - Expected future benefit payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Defined Benefit Plan Estimated Future Benefit Payments [Abstract] | |
2,017 | $ 3,379 |
2,018 | 3,509 |
2,019 | 3,651 |
2,020 | 3,997 |
2,021 | 4,374 |
2022-2025 | $ 21,265 |
Employee Benefit Plans - Plan A
Employee Benefit Plans - Plan Assets by major categories (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | $ 118,658 |
Cash and Cash Equivalents | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 7,329 |
Equity Securities | UK | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 2,327 |
Equity Securities | Europe Excluding UK | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 5,416 |
Equity Securities | Japan | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 2,837 |
Equity Securities | Pacific Basin Excluding Japan | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 1,270 |
Equity Securities | Emerging Markets | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 3,564 |
Equity Securities | North America | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 17,336 |
Hedge Funds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 17,651 |
Corporate Bonds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 6,671 |
Others, Fixed Income Securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 1,823 |
Others, Index Linked Securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 43 |
Absolute Return Funds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 1,897 |
Development REITS | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 4,882 |
Insurance Linked Securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 3,755 |
Liability Driven Investments | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 41,758 |
Other | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 99 |
Level 1 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 1,577 |
Level 1 | Cash and Cash Equivalents | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 1,577 |
Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 117,081 |
Level 2 | Cash and Cash Equivalents | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 5,752 |
Level 2 | Equity Securities | UK | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 2,327 |
Level 2 | Equity Securities | Europe Excluding UK | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 5,416 |
Level 2 | Equity Securities | Japan | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 2,837 |
Level 2 | Equity Securities | Pacific Basin Excluding Japan | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 1,270 |
Level 2 | Equity Securities | Emerging Markets | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 3,564 |
Level 2 | Equity Securities | North America | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 17,336 |
Level 2 | Hedge Funds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 17,651 |
Level 2 | Corporate Bonds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 6,671 |
Level 2 | Others, Fixed Income Securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 1,823 |
Level 2 | Others, Index Linked Securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 43 |
Level 2 | Absolute Return Funds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 1,897 |
Level 2 | Development REITS | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 4,882 |
Level 2 | Insurance Linked Securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 3,755 |
Level 2 | Liability Driven Investments | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 41,758 |
Level 2 | Other | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | $ 99 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 14,029 | $ 18,970 | $ 14,104 |
Cost of Goods Sold | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | 775 | 716 | 438 |
Selling, General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | 10,567 | 16,228 | 12,438 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 2,687 | $ 2,026 | $ 1,228 |
Share-Based Compensation - Sc81
Share-Based Compensation - Schedule of Share-Based Compensation Expense by Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 14,029 | $ 18,970 | $ 14,104 |
Stock Options | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | 1,511 | 2,516 | 3,259 |
Share Grants | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 12,518 | $ 16,454 | $ 10,845 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, method used | Share-based compensation expense for stock options granted during 2014 was calculated on the date of grant using the Black-Scholes-Merton option-pricing model | |||
Cash proceeds received from stock option exercises | $ 100 | $ 10,200 | $ 5,800 | |
Restricted stock granted | 880,000 | 1,557,000 | 788,000 | |
Taxes paid related to net share settlement | $ 2,528 | |||
Performance Grants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock expense | (2,700) | |||
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 | $ 1,200 | |||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 1 month 6 days | |||
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 | $ 31,500 | |||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years 8 months 12 days | |||
Restricted Stock | Pericom | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock expense | $ 4,000 | |||
Restricted stock granted | 724,000 | |||
Taxes paid related to net share settlement | $ 2,500 |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Share Based Payment Award Stock Options Valuation Assumptions (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2014$ / shares | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Weighted-average grant date fair value | $ 15.68 |
Weighted-average assumptions used: | |
Expected volatility | 53.36% |
Expected term (years) | 7 years 2 months 12 days |
Risk-free interest rate | 2.08% |
Expected dividend yield | 0.00% |
Share Based Compensation - Sc84
Share Based Compensation - Schedule of Share Based Payment Award Stock Options Valuation Assumptions (Parenthetical) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation [Abstract] | |||
Stock options granted, shares | 0 | 0 | 176,000 |
Share-Based Compensation - Sc85
Share-Based Compensation - Schedule of Share Based Compensation Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Options, Shares: | |||
Outstanding Beginning Shares | 2,063,000 | 2,736,000 | 3,126,000 |
Granted Shares | 0 | 0 | 176,000 |
Exercised Shares | (7,000) | (653,000) | (564,000) |
Forfeited or Expired Shares | (223,000) | (20,000) | (2,000) |
Outstanding Ending Shares | 1,833,000 | 2,063,000 | 2,736,000 |
Shares Exercisable | 1,706,000 | ||
Weighted Average Exercise Price: | |||
Outstanding Beginning Weighted Average Exercise Price | $ 23.03 | $ 21.26 | $ 18.93 |
Granted Weighted Average Exercise Price | 27.92 | ||
Exercised Weighted Average Exercise Price | 18.48 | 15.63 | 10.37 |
Forfeited or Expired Weighted Average Exercise Price | 22.75 | 22.91 | 29.21 |
Outstanding Ending Weighted Average Exercise Price | 23.08 | $ 23.03 | $ 21.26 |
Exercisable Weighted Average Exercise Price | $ 22.83 | ||
Weighted Average Remaining Contractual Term: | |||
Outstanding Weighted Average Remaining Contractual Term | 3 years 3 months 18 days | ||
Exercisable Weighted Average Remaining Contractual Term | 3 years 2 months 12 days | ||
Aggregate Intrinsic Value : | |||
Outstanding Aggregate Intrinsic Value | $ 6,597 | ||
Exercisable Aggregate Intrinsic Value | $ 6,497 |
Share Based Compensation - Sc86
Share Based Compensation - Schedule of Stock Options Outstanding (Details) - $ / shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options Outstanding [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,833 | 2,063 | 2,736 | 3,126 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 3 months 18 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 23.08 | $ 23.03 | $ 21.26 | $ 18.93 |
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 | $ 28.45 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,492 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 22.50 | |||
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 | 4 years 10 months 24 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 25.61 |
Share-Based Compensation - Sc87
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of the status of non vested share grants [Roll Forward] | |||
Beginning balance nonvested | 2,679 | 1,535 | 1,131 |
Granted | 880 | 1,557 | 788 |
Vested | (877) | (370) | (346) |
Forfeited | (62) | (43) | (38) |
Ending balance nonvested | 2,620 | 2,679 | 1,535 |
Weighted-Average Grant-Date Fair Value [Roll Forward] | |||
Beginning balance nonvested | $ 23.51 | $ 23.32 | $ 22.35 |
Granted | 18.63 | 22.46 | 25.08 |
Vested | 18.92 | 25.02 | 22.34 |
Forfeited | 20.80 | 26.08 | 24.98 |
Ending balance nonvested | $ 21.31 | $ 23.51 | $ 23.32 |
Aggregate Intrinsic Value | |||
Balance nonvested | $ 61,247 | ||
Vested | 17,078 | ||
Balance nonvested | $ 67,247 | $ 61,247 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Lite On Semiconductor | |||
Related Party Transaction [Line Items] | |||
Related Party ownership of common stock | 16.70% | ||
Related Party Transaction, Description of Transaction | LSC is our largest stockholder, owning approximately 16.7% of our outstanding Common Stock as of December 31, 2016, 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% | 1.00% |
Related Party Transaction Consulting Fees from Transactions with Related Party | $ 16.1 | $ 17.9 | $ 19.4 |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Lite On Semiconductor | |||
Related Party Transaction [Line Items] | |||
Net sales from related parties | $ 852 | $ 588 | $ 751 |
Purchases from related parties | 21,936 | 22,378 | 31,588 |
Keylink | |||
Related Party Transaction [Line Items] | |||
Net sales from related parties | 9,125 | 9,749 | 9,465 |
Purchases from related parties | 5,054 | 6,272 | 8,122 |
Nuvoton | |||
Related Party Transaction [Line Items] | |||
Purchases from related parties | $ 10,386 | $ 12,598 | $ 12,697 |
Related Party Transactions - 90
Related Party Transactions - Schedule of Account Receivable and Payable of Related Party Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Lite On Semiconductor | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 301 | $ 55 |
Accounts payable | 4,333 | 2,845 |
Keylink | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | 5,394 | 4,112 |
Accounts payable | 4,295 | 5,147 |
Nuvoton | ||
Related Party Transaction [Line Items] | ||
Accounts payable | $ 950 | $ 1,477 |
Segment Information and Enter91
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, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 232,085 | $ 250,694 | $ 236,645 | $ 222,738 | $ 214,381 | $ 208,888 | $ 219,453 | $ 206,182 | $ 942,162 | $ 848,904 | $ 890,651 |
Property, plant and equipment, net | 401,988 | 439,340 | 401,988 | 439,340 | 309,931 | ||||||
Total assets | 1,528,552 | 1,598,827 | 1,528,552 | 1,598,827 | 1,179,157 | ||||||
Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 1,162,393 | 1,102,064 | 1,148,471 | ||||||||
Intersegment Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (220,231) | (253,160) | (257,820) | ||||||||
Asia | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 757,649 | 675,545 | 707,861 | ||||||||
Property, plant and equipment, net | 329,587 | 362,186 | 329,587 | 362,186 | 262,582 | ||||||
Total assets | 948,923 | 969,352 | 948,923 | 969,352 | 874,331 | ||||||
Asia | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 895,608 | 793,960 | 814,589 | ||||||||
Asia | Intersegment Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (137,959) | (118,415) | (106,728) | ||||||||
North America | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 87,408 | 82,918 | 90,916 | ||||||||
Property, plant and equipment, net | 57,145 | 58,152 | 57,145 | 58,152 | 26,363 | ||||||
Total assets | 400,472 | 463,967 | 400,472 | 463,967 | 128,174 | ||||||
North America | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 109,442 | 143,800 | 154,861 | ||||||||
North America | Intersegment Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | (22,034) | (60,882) | (63,945) | ||||||||
Europe | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 97,105 | 90,441 | 91,874 | ||||||||
Property, plant and equipment, net | 15,256 | 19,002 | 15,256 | 19,002 | 20,986 | ||||||
Total assets | $ 179,157 | $ 165,508 | 179,157 | 165,508 | 176,652 | ||||||
Europe | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 157,343 | 164,304 | 179,021 | ||||||||
Europe | Intersegment Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ (60,238) | $ (73,863) | $ (87,147) |
Segment Information and Enter92
Segment Information and Enterprise-Wide Disclosure - Schedule of Net Sales by Countries (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net sales | $ 232,085 | $ 250,694 | $ 236,645 | $ 222,738 | $ 214,381 | $ 208,888 | $ 219,453 | $ 206,182 | $ 942,162 | $ 848,904 | $ 890,651 |
Percentage of net sales | 100.00% | 100.00% | 100.00% | ||||||||
China | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net sales | $ 548,015 | $ 507,783 | $ 555,478 | ||||||||
Percentage of net sales | 58.00% | 60.00% | 62.00% | ||||||||
United States | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net sales | $ 79,869 | $ 76,870 | $ 82,599 | ||||||||
Percentage of net sales | 8.00% | 9.00% | 9.00% | ||||||||
Korea | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net sales | $ 60,672 | $ 66,605 | $ 66,772 | ||||||||
Percentage of net sales | 6.00% | 8.00% | 7.00% | ||||||||
Germany | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net sales | $ 61,415 | $ 57,036 | $ 59,240 | ||||||||
Percentage of net sales | 7.00% | 7.00% | 7.00% | ||||||||
Singapore | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net sales | $ 48,464 | $ 51,742 | $ 49,191 | ||||||||
Percentage of net sales | 5.00% | 6.00% | 6.00% | ||||||||
Taiwan | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net sales | $ 59,087 | $ 30,127 | $ 27,207 | ||||||||
Percentage of net sales | 6.00% | 4.00% | 3.00% | ||||||||
All Others | |||||||||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||||||||
Net sales | $ 84,640 | $ 58,741 | $ 50,164 | ||||||||
Percentage of net sales | 10.00% | 6.00% | 6.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Lease Expiration Date | Dec. 31, 2020 | ||
Operating Leases, Rent Expense, Net | $ 10.5 | $ 10.1 | $ 9.9 |
Purchase Commitments | $ 15.6 |
Commitments and Contingencies94
Commitments and Contingencies - Commitments (Future Minimum Payment) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2,017 | $ 10,863 |
2,018 | 6,864 |
2,019 | 6,182 |
2,020 | 4,737 |
2,021 | 3,469 |
Thereafter | 3,743 |
Operating Leases, Future Minimum Payment, Total | $ 35,858 |
Commitments and Contingencies95
Commitments and Contingencies - Summary of Land Right Leases (Details) | 12 Months Ended |
Dec. 31, 2016 | |
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 |
Shandong, 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 |
Derivative Financial Instrume96
Derivative Financial Instruments - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2016USD ($)DerivativeInstrument | Nov. 30, 2016USD ($)DerivativeInstrument | |
Derivative [Line Items] | ||
Description of derivative risk management | The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. | |
Objectives for using derivative instruments | The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. | |
Hedge ineffectiveness in earnings | $ 0 | |
Interest expense | 100,000 | |
Fair value of derivatives in net Asset position | 2,300,000 | |
Posted collateral related to agreements | $ 0 | |
Interest Rate Swap | Designated as Hedging Instrument | Cash Flow Hedges | ||
Derivative [Line Items] | ||
Derivative, number of instruments held | DerivativeInstrument | 6 | 6 |
Derivative, notional amount | $ 150,000,000 | $ 150,000,000 |
Derivative, maturity date | Oct. 26, 2021 |
Derivative Financial Instrume97
Derivative Financial Instruments - Summary of Outstanding Interest Rate Derivatives, Designated As Cash Flow Hedges of Interest Rate Risk (Details) - Interest Rate Swap - Designated as Hedging Instrument - Cash Flow Hedges | Dec. 31, 2016USD ($)DerivativeInstrument | Nov. 30, 2016USD ($)DerivativeInstrument |
Derivative [Line Items] | ||
Number of Instruments | DerivativeInstrument | 6 | 6 |
Notional | $ | $ 150,000,000 | $ 150,000,000 |
Derivative Financial Instrume98
Derivative Financial Instruments - Summary of Fair Value of Derivative Financial Instruments and Their Classification on the Consolidated Balance Sheet (Details) - Designated as Hedging Instrument $ in Thousands | Dec. 31, 2016USD ($) |
Other Assets | |
Derivative [Line Items] | |
Fair value of derivative instruments, asset derivatives | $ 3,052 |
Other Liabilities | |
Derivative [Line Items] | |
Fair Value of Derivative Instruments, Liability Derivatives | $ 735 |
Derivative Financial Instrume99
Derivative Financial Instruments - Summary of Effectiveness of Derivative Financial Instruments on the Consolidated Statement of Operations (Details) - Interest Rate Products - Designated as Hedging Instrument $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Derivative Instruments Gain Loss [Line Items] | |
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | $ 2,317 |
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | Interest expense |
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | $ 112 |
Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | N/A |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 24, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2016 |
Business Acquisition [Line Items] | |||||
Additional interest expense included in unaudited proforma consolidated results | $ 13,257 | $ 4,232 | $ 4,332 | ||
Additional income tax expense benefit included in unaudited proforma consolidated results | $ 6,558 | 14,082 | $ 20,359 | ||
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 $403.2 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 | 14,600 | ||||
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 | 22,800 | ||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 24,900 | ||||
Acquired Inventory Adjustments | $ 6,100 | ||||
Acquired Inventory Expenses To Cost Of Goods Sold | 3,100 | $ 3,000 | |||
Business Combination, Acquired Receivables, Description | We estimated the fair value of acquired receivables to be $22.8 million with a gross contractual amount of $24.9 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 $6.1 million. Subsequent to the closing date of the acquisition we expensed that increase into cost of goods sold, of which approximately $3.1 million was recorded in the fourth quarter of 2015 and $3.0 million 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 | ||||
Pericom | In Process Research and Development | |||||
Business Acquisition [Line Items] | |||||
Indefinite-lived Intangible Assets Acquired | $ 11,400 | ||||
Pericom | Maximum | |||||
Business Acquisition [Line Items] | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years 7 months 6 days |
Business Combination - Schedule
Business Combination - Schedule of Business Acquisitions by Acquisition (Details) - Pericom $ in Thousands | Nov. 24, 2015USD ($) |
Business Acquisition [Line Items] | |
Purchase price (cost of shares) | $ 4,680 |
Total purchase price | 403,174 |
Vested Stock Awards | |
Business Acquisition [Line Items] | |
Cash consideration | 7,371 |
Shares Outstanding | |
Business Acquisition [Line Items] | |
Cash consideration | $ 391,123 |
Business Combination - Sched102
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 - Sched103
Business Combination - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 24, 2015 | Dec. 31, 2014 |
Assets acquired: | ||||
Goodwill | $ 129,412 | $ 132,913 | $ 81,229 | |
Pericom | ||||
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 | 4,171 | |||
Fixed assets | 72,210 | |||
Intangible assets | 156,700 | |||
Goodwill | 57,045 | |||
Other long-term assets | 16,069 | |||
Total assets acquired | 472,766 | |||
Liabilities assumed: | ||||
Accounts payable | 16,925 | |||
Accrued liabilities and other | 9,513 | |||
Income tax payable | 1,831 | |||
Deferred tax liability | 29,168 | |||
Other liabilities | 12,155 | |||
Total liabilities assumed | 69,592 | |||
Total net assets acquired | 403,174 | |||
Total net assets acquired, net of cash acquired | 354,368 | |||
Pericom | Preliminary November 24, 2015 | ||||
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 | |||
Pericom | Measurement Period Adjustments | ||||
Assets acquired: | ||||
Prepaid expenses and other current assets | (1,622) | |||
Goodwill | 2,741 | |||
Total assets acquired | 1,119 | |||
Liabilities assumed: | ||||
Accrued liabilities and other | 695 | |||
Income tax payable | 333 | |||
Deferred tax liability | 91 | |||
Total liabilities assumed | $ 1,119 |
Business Combination - Business
Business Combination - Business Acquisition Pro Forma Information (Details) - Pericom - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
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 |
Selected Quarterly Financial105
Selected Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Net sales | $ 232,085 | $ 250,694 | $ 236,645 | $ 222,738 | $ 214,381 | $ 208,888 | $ 219,453 | $ 206,182 | $ 942,162 | $ 848,904 | $ 890,651 |
Gross profit | 67,263 | 80,623 | 74,817 | 64,220 | 53,597 | 61,636 | 69,437 | 63,913 | 286,923 | 248,583 | 277,279 |
Net income attributable to common shareholders | $ 1,268 | $ 10,648 | $ 5,752 | $ (1,733) | $ (4,773) | $ 2,837 | $ 15,078 | $ 11,132 | $ 15,935 | $ 24,274 | $ 63,678 |
Earnings per share attributable to common shareholders | |||||||||||
Basic | $ 0.07 | $ 0.22 | $ 0.12 | $ (0.04) | $ (0.10) | $ 0.06 | $ 0.31 | $ 0.23 | $ 0.33 | $ 0.50 | $ 1.35 |
Diluted | $ 0.07 | $ 0.21 | $ 0.12 | $ (0.04) | $ (0.10) | $ 0.06 | $ 0.31 | $ 0.23 | $ 0.32 | $ 0.49 | $ 1.31 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - Subsequent Event - KFAB Wafer Manufacturing Operations $ in Millions | Feb. 14, 2017USD ($) |
Subsequent Event [Line Items] | |
Restructuring activities description | In light of the landlord’s decision not to renew the KFAB lease when the current term expires, on February 14 we announced we had begun activities to transfer the KFAB wafer manufacturing operations to other Diodes’ wafer fabrication plants and external foundries. We expect to cease operations at KFAB late in third quarter 2017 and to vacate the premises no later than November 15, 2017. |
Employee Retention and Severance | |
Subsequent Event [Line Items] | |
Expenses to be incurred include cash costs | $ 4 |
Contract Termination Costs | |
Subsequent Event [Line Items] | |
Expenses to be incurred include cash costs | 2 |
Equipment and Building Decommissioning Costs | |
Subsequent Event [Line Items] | |
Expenses to be incurred include cash costs | 2 |
Non-Cash Costs of Equipment Impairment | |
Subsequent Event [Line Items] | |
Expenses to be incurred include cash costs | 2 |
Inventory Write-Off | |
Subsequent Event [Line Items] | |
Expenses to be incurred include cash costs | 1 |
Minimum | |
Subsequent Event [Line Items] | |
Expected shutdown costs | 10 |
Maximum | |
Subsequent Event [Line Items] | |
Expected shutdown costs | $ 12 |