Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 04, 2020 | |
Cover [Abstract] | ||
Document type | 10-Q | |
Document period end date | Mar. 31, 2020 | |
Amendment flag | false | |
Entity registrant name | DIODES INC /DEL/ | |
Entity central index key | 0000029002 | |
Current fiscal year end date | --12-31 | |
Entity filer category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity common stock shares outstanding | 51,486,679 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | DIOD | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 002-25577 | |
Entity Tax Identification Number | 95-2039518 | |
Entity Address, Address Line One | 4949 Hedgcoxe Road | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Plano | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75024 | |
City Area Code | 972 | |
Local Phone Number | 987-3900 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, Par Value $0.66 2/3 | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 269,516 | $ 258,390 |
Short-term investments | 2,859 | 4,825 |
Accounts receivable, net of allowances of $4,855 and $4,866 at March 31, 2020 and December 31, 2019, respectively | 243,746 | 260,322 |
Inventories | 232,184 | 236,472 |
Prepaid expenses and other | 48,141 | 49,950 |
Total current assets | 796,446 | 809,959 |
Property, plant and equipment, net | 456,122 | 469,574 |
Deferred income tax | 16,994 | 17,516 |
Goodwill | 149,666 | 141,318 |
Intangible assets, net | 121,218 | 119,523 |
Other long-term assets | 79,820 | 81,494 |
Total assets | 1,620,266 | 1,639,384 |
Current liabilities: | ||
Line of credit | 13,397 | 13,342 |
Accounts payable | 112,075 | 122,148 |
Accrued liabilities and other | 88,327 | 100,571 |
Income tax payable | 15,642 | 16,156 |
Current portion of long-term debt | 34,676 | 33,105 |
Total current liabilities | 264,117 | 285,322 |
Long-term debt, net of current portion | 46,011 | 64,401 |
Deferred tax liabilities | 16,348 | 16,333 |
Other long-term liabilities | 111,501 | 120,545 |
Total liabilities | 437,977 | 486,601 |
Commitments and contingencies (See Note 8) | ||
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; 51,450,808 and 51,206,969, issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 35,289 | 35,111 |
Additional paid-in capital | 427,543 | 427,262 |
Retained earnings | 810,126 | 789,958 |
Treasury stock at cost, 1,480,840 and 1,457,206, issued and outstanding at March 31, 2020 and December 31, 2019, respectively | (38,457) | (37,768) |
Accumulated other comprehensive loss | (109,472) | (108,139) |
Total stockholders' equity | 1,125,029 | 1,106,424 |
Noncontrolling interest | 57,260 | 46,359 |
Total equity | 1,182,289 | 1,152,783 |
Total liabilities and stockholders' equity | $ 1,620,266 | $ 1,639,384 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 4,855 | $ 4,866 |
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 | 51,450,808 | 51,206,969 |
Common stock shares outstanding | 51,450,808 | 51,206,969 |
Treasury stock shares issued | 1,480,840 | 1,457,206 |
Treasury stock shares outstanding | 1,480,840 | 1,457,206 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Net sales | $ 280,717 | $ 302,293 |
Cost of goods sold | 184,875 | 189,882 |
Gross profit | 95,842 | 112,411 |
Operating expenses | ||
Selling, general and administrative | 42,215 | 43,688 |
Research and development | 23,678 | 22,170 |
Amortization of acquisition related intangible assets | 4,221 | 4,484 |
Other operating (income) | (124) | (54) |
Total operating expense | 69,990 | 70,288 |
Income from operations | 25,852 | 42,123 |
Other income (expense) | ||
Interest income | 273 | 875 |
Interest expense | (1,245) | (2,145) |
Foreign currency gain (loss), net | 75 | (64) |
Other income | 1 | 1,245 |
Total other income (expense) | (896) | (89) |
Income before income taxes and noncontrolling interest | 24,956 | 42,034 |
Income tax provision | 4,556 | 10,298 |
Net income | 20,400 | 31,736 |
Less net (income) attributable to noncontrolling interest | (232) | (20) |
Net income attributable to common stockholders | $ 20,168 | $ 31,716 |
Earnings per share attributable to common stockholders: | ||
Basic | $ 0.39 | $ 0.63 |
Diluted | $ 0.38 | $ 0.62 |
Number of shares used in earnings per share computation: | ||
Basic | 51,335 | 50,398 |
Diluted | 52,422 | 51,462 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | ||
Net income | $ 20,400 | $ 31,736 |
Unrealized gain (loss) on defined benefit plan, net of tax | 9,719 | (6,029) |
Unrealized loss on swaps and collars, net of tax | (1,438) | (3,909) |
Unrealized foreign currency (loss) gain, net of tax | (9,614) | 4,936 |
Comprehensive income | 19,067 | 26,734 |
Less: Comprehensive income attributable to noncontrolling interest | (232) | (20) |
Total comprehensive income attributable to common stockholders | $ 18,835 | $ 26,714 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Diodes Incorporated Stockholders' Equity | Noncontrolling Interest |
BALANCE at Dec. 31, 2018 | $ 977,432 | $ 34,454 | $ (37,768) | $ 399,915 | $ 636,708 | $ (101,846) | $ 931,463 | $ 45,969 |
Common stock shares beginning at Dec. 31, 2018 | 51,678,000 | (1,457,000) | ||||||
Total comprehensive income | 26,734 | 31,716 | (5,002) | 26,714 | 20 | |||
Noncontrolling interests | 2,755 | 2,755 | ||||||
Dividends to noncontrolling interest | (121) | (121) | ||||||
Common stock issued for share-based plans | 6,667 | $ 250 | 6,417 | 6,667 | ||||
Common stock issued for share-based plans, shares | 376,000 | |||||||
Share-based compensation | 4,476 | 4,476 | 4,476 | |||||
Tax related to net share settlement | (645) | (645) | (645) | |||||
BALANCE at Mar. 31, 2019 | 1,017,298 | $ 34,704 | $ (37,768) | 410,163 | 668,424 | (106,848) | 968,675 | 48,623 |
Common stock shares ending at Mar. 31, 2019 | 52,054,000 | (1,457,000) | ||||||
BALANCE at Dec. 31, 2019 | $ 1,152,783 | $ 35,111 | $ (37,768) | 427,262 | 789,958 | (108,139) | 1,106,424 | 46,359 |
Common stock shares beginning at Dec. 31, 2019 | 51,206,969 | 52,664,000 | (1,457,000) | |||||
Total comprehensive income | $ 19,067 | 20,168 | (1,333) | 18,835 | 232 | |||
Contributions from noncontrolling interests | 10,777 | 10,777 | ||||||
Dividends to noncontrolling interest | (108) | (108) | ||||||
Common stock issued for share-based plans | $ 178 | (178) | ||||||
Common stock issued for share-based plans, shares | 268,000 | |||||||
Share-based compensation | 4,237 | 4,237 | 4,237 | |||||
Deferred compensation plan | $ (689) | 689 | ||||||
Deferred compensation plan, shares | (24,000) | |||||||
Tax related to net share settlement | (4,467) | (4,467) | (4,467) | |||||
BALANCE at Mar. 31, 2020 | $ 1,182,289 | $ 35,289 | $ (38,457) | $ 427,543 | $ 810,126 | $ (109,472) | $ 1,125,029 | $ 57,260 |
Common stock shares ending at Mar. 31, 2020 | 51,450,808 | 52,932,000 | (1,481,000) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Activities | ||
Net income | $ 20,400 | $ 31,736 |
Adjustments to reconcile net income to net cash provided by operating activities, net of effects of acquisitions | ||
Depreciation | 22,809 | 22,157 |
Amortization of intangible assets | 4,221 | 4,484 |
Share-based compensation expense | 4,693 | 4,476 |
Deferred income taxes | 17 | 31 |
Other | 741 | (221) |
Changes in operating assets: | ||
Change in accounts receivable | 16,139 | 12,874 |
Change in inventory | 2,550 | (200) |
Change in other operating assets | (1,022) | 2,605 |
Changes in operating liabilities: | ||
Change in accounts payable | (9,160) | (11,201) |
Change in accrued liabilities | (12,105) | (4,874) |
Change in income tax payable | 3,853 | 5,678 |
Change in other operating liabilities | 539 | 2,344 |
Net cash flows provided by operating activities | 53,675 | 69,889 |
Cash flows from investing activities | ||
Acquisitions, net of cash received | 591 | |
Purchases of property, plant and equipment | (14,208) | (18,639) |
Purchases of short-term investments | (1,523) | (3,153) |
Purchase of equity securities | (6,129) | |
Proceeds from maturity of short-term investments | 3,467 | 3,982 |
Other | 244 | 658 |
Net cash and cash equivalents used in investing activities | (17,558) | (17,152) |
Cash flows from financing activities | ||
Advances on lines of credit and short-term debt | 3,647 | 3,568 |
Repayments of line of credit and short-term debt | (3,498) | (1,461) |
Taxes paid related to net share settlement | (4,467) | (645) |
Proceeds from long-term debt | 82,331 | 85,000 |
Repayments of long-term debt | (98,884) | (83,089) |
Net proceeds from issuance of common stock | 6,667 | |
Repayment of and proceeds from finance lease obligation | (223) | (293) |
Dividend distribution to noncontrolling interests | (108) | |
Other | (195) | (120) |
Net cash and cash equivalents (used in) provided by financing activities | (21,397) | 9,627 |
Effect of exchange rate changes on cash and cash equivalents | (3,315) | (1,890) |
Change in cash and cash equivalents, including restricted cash | 11,405 | 60,474 |
Cash and cash equivalents, beginning of period, including restricted cash | 259,507 | 241,833 |
Cash and cash equivalents, end of period, including restricted cash | 270,912 | 302,307 |
Supplemental Cash Flow Information | ||
Interest paid during the period | 1,068 | 2,095 |
Taxes paid during the period | 6,091 | 4,323 |
Non-cash investing and financing activities: | ||
Accounts payable balance related to the purchase of property, plant and equipment | $ 8,847 | $ 9,886 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 269,516 | $ 301,167 |
Restricted cash (included in other current assets) | 1,396 | 1,140 |
Total cash, cash equivalents and restricted cash | $ 270,912 | $ 302,307 |
Summary of Operations and Signi
Summary of Operations and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Operations and Significant Accounting Policies | NOTE 1 – Summary of Operations and Significant Accounting Policies Summary of Operations Diodes Incorporated, together with its subsidiaries (collectively, the “Company,” “we” or “our”) (Nasdaq: DIOD), is a leading global manufacturer and supplier of high-quality, application-specific standard products within the broad discrete, logic, analog and mixed-signal semiconductor markets. We serve the consumer electronics, computing, communications, industrial, and automotive markets. Our products include diodes, rectifiers, transistors, MOSFETs, protection devices, function-specific arrays, single gate logic, amplifiers and comparators, Hall-effect and temperature sensors, power management devices, including LED drivers, AC-DC converters and controllers, DC-DC switching and linear voltage regulators, and voltage references along with special function devices, such as USB power switches, load switches, voltage supervisors, and motor controllers. We also have timing, connectivity, switching, and signal integrity solutions for high-speed signals. Our corporate headquarters and Americas’ sales offices are located in Plano, Texas and Milpitas, California. Design, marketing, and engineering centers are located in Plano; Milpitas; Taipei, Taoyuan City and Zhubei City, Taiwan; Oldham, England; and Neuhaus, Germany. Our wafer fabrication facilities are located in Oldham and Shanghai, China and Greenock, Scotland. We have assembly and test facilities located in Shanghai, Jinan and Chengdu, China, as well as in Hong Kong, Neuhaus and Taipei. Additional engineering, research and development, sales, warehouse, and logistics offices are located in Taipei; Hong Kong; Oldham; Shanghai; Shenzhen and Yangzhou, China; Seongnam-si, South Korea; Munich, Germany; and Tokyo, Japan, with support offices throughout the world. Basis of Presentation The condensed consolidated financial data at December 31, 2019 is derived from audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on February 12, 2020 (“Form 10-K”). The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. They do not include all information and footnotes necessary for a fair presentation of financial position, operating results and cash flows in conformity with GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in our Form 10-K. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation of the operating results for the period presented have been included in the interim period. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for other interim periods or the year ending December 31, 2020. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. As permitted under GAAP, interim accounting for certain expenses, including income taxes, are based on full year forecasts. For interim financial reporting purposes, income taxes are recorded based upon estimated annual effective income tax rates taking into consideration discrete items occurring in a quarter. Dollar amounts and share amounts are presented in thousands, except per share amounts, unless otherwise noted. Certain prior year’s balances may have been reclassified to conform to the current financial statement presentation. Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, which requires measurement and recognition of expected credit losses for financial assets held. We adopted ASU No. 2016-13 effective January 1, 2020. The adoption of ASU No 2016-13 did not have a material impact on our consolidated financial statements and related disclosures. In March 2020, the FASB issued optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact that this guidance will have on its financial statements and related disclosures. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 2 – Earnings per Share Earnings per share (“EPS”) is calculated by dividing net income attributable to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period. Diluted EPS is calculated similarly but includes potential dilution from the exercise of stock options and stock awards, except when the effect would be anti-dilutive. During the three months ended March 31, 2020 and 2019 we paid no dividends on our Common Stock. The table below sets forth the reconciliation between net income and the weighted average shares outstanding used for calculating basic and diluted EPS: Three Months Ended March 31, 2020 2019 Earnings (numerator) Net income attributable to common stockholders $ 20,168 $ 31,716 Shares (denominator) Weighted average common shares outstanding (basic) 51,335 50,398 Dilutive effect of stock options and stock awards outstanding 1,087 1,064 Adjusted weighted average common shares outstanding (diluted) 52,422 51,462 Earnings per share attributable to common stockholders Basic $ 0.39 $ 0.63 Diluted $ 0.38 $ 0.62 Stock options and stock awards excluded from EPS calculation because the effect would be anti-dilutive 58 58 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 3 – Inventories The table below sets forth inventories which are stated at the lower of cost or net realizable value: March 31, 2020 December 31, 2019 Finished goods $ 53,747 $ 62,900 Work-in-progress 48,684 55,082 Raw materials 129,753 118,490 Total $ 232,184 $ 236,472 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 4 – Goodwill and Intangible Assets The table below sets forth the changes in goodwill : Balance at December 31, 2019 $ 141,318 Savitech acquisition (see Note 13 for additional information) 10,755 Foreign currency translation adjustment (2,407 ) Balance at March 31, 2020 $ 149,666 The table below sets forth the value of intangible assets, other than goodwill: March 31, December 31, 2020 2019 Intangible assets subject to amortization: Gross carrying amount $ 248,897 $ 239,975 Accumulated amortization (128,672 ) (124,452 ) Foreign currency translation adjustment (8,247 ) (9,842 ) Total 111,978 105,681 Intangible assets with indefinite lives: Gross carrying amount 10,412 14,883 Foreign currency translation adjustment (1,172 ) (1,041 ) Total 9,240 13,842 Total intangible assets, net $ 121,218 $ 119,523 The table below sets forth amortization expense related to intangible assets subject to amortization: Amortization expense 2020 2019 Three months ended March 31 $ 4,221 $ 4,484 |
Income Tax Provision
Income Tax Provision | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | NOTE 5 – Income Tax Provision The table below sets forth information related to our income tax expense: Three Months Ended March 31, 2020 2019 Domestic pre-tax income $ 5,268 $ 12,486 Foreign pre-tax income $ 19,688 $ 29,548 Income tax provision $ 4,556 $ 10,298 Effective tax rate 18.3 % 24.5 % Impact of tax holidays on tax expense $ (1,074 ) $ 277 Earnings per share impact of tax holidays: Basic $ 0.02 $ (0.01 ) Diluted $ 0.02 $ (0.01 ) The decrease in the effective tax rate for the three months ended March 31, 2020 when compared to the three months ended March 31, 2019, is primarily attributable to a decrease in non-U.S. withholding taxes and a net increase in favorable U.S. permanent differences. Our undistributed foreign earnings continue to be indefinitely reinvested in foreign operations, with limited exceptions related to earnings of certain European and Asian subsidiaries. Any future distributions of foreign earnings will not be subject to additional U.S. income tax, but may be subject to non-U.S. withholding taxes. 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 2012, or for the 2015 tax year. We are no longer subject to China income tax examinations by tax authorities for tax years before 2009. With respect to state and local jurisdictions and countries outside of the U.S. (other than China), with limited exceptions, the Company is no longer subject to income tax audits for years before 2014. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties, if any, have been provided for in the Company’s reserve for any adjustments that may result from currently pending tax audits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in interest expense. As of March 31, 2020, the gross amount of unrecognized tax benefits was approximately $38.4 million. It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company’s unrecognized tax positions will significantly increase or decrease within the next 12 months. At this time, an estimate of the range of the reasonably possible outcomes cannot be made. In response to the outbreak of the novel strain of coronavirus (“COVID-19”) pandemic, the United States Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was enacted on March 27, 2020. We do not expect the CARES Act to have a material impact on our financial statements because we do not qualify for most of the relief provisions prescribed in the Cares Act. We will continue to assess the impacts of the CARES Act and any other legislation adopted by the United States government or other applicable governmental agencies in response to COVID-19 as additional guidance is published by the relevant authorities. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share Based Compensation [Abstract] | |
Share-Based Compensation | NOTE 6 – Share-Based Compensation All share-based compensation is for share grants. All outstanding stock options are fully vested, and all expense related to stock options has been recognized in previous periods. No cash proceeds were received from stock option exercises during the three months ended March 31, 2020. The table below sets forth the line items where share-based compensation expense was recorded: Three Months Ended March 31, 2020 2019 Cost of goods sold $ 273 $ 125 Selling, general and administrative 3,711 3,637 Research and development 709 715 Total share-based compensation expense $ 4,693 $ 4,477 Share Grants – Restricted stock awards and restricted stock units generally vest in equal annual installments over a four-year four-year Performance stock units (“PSUs”) are measured based on the fair market value of the underlying stock on the date of grant and compensation expense is recognized over the three-year As of March 31, 2020, total unrecognized share-based compensation expense related to share grants was approximately $45.4 million, before income taxes, and is expected to be recognized over a weighted average period of approximately 2.2 years. |
Segment Information and Net Sal
Segment Information and Net Sales | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information and Net Sales | NOTE 7 – Segment Information and Net Sales Segment Reporting. For financial reporting purposes, we operate in a single segment, standard semiconductor products, through our various manufacturing and distribution facilities. We aggregate our products because the products are similar and have similar economic characteristics, use similar production processes and share the same customer type. Our primary operations include operations in Asia, North America and Europe. During the three months ended March 31, 2020 and 2019, no customer accounted for 10% The tables below set forth net sales based on the location of the subsidiary producing the net sale. As of and for the Three Months Ended March 31, 2020 Asia North America Europe Consolidated Total sales $ 301,863 $ 168,172 $ 59,001 $ 529,036 Intercompany elimination (116,921 ) (104,464 ) (26,934 ) (248,319 ) Net sales $ 184,942 $ 63,708 $ 32,067 $ 280,717 Property, plant and equipment, net $ 364,624 $ 24,110 $ 67,388 $ 456,122 Total assets 1,208,572 197,178 214,516 $ 1,620,266 As of and for the Three Months Ended March 31, 2019 Asia North America Europe Consolidated Total sales $ 273,900 $ 101,280 $ 51,052 $ 426,232 Intercompany elimination (73,597 ) (37,916 ) (12,426 ) (123,939 ) Net sales $ 200,303 $ 63,364 $ 38,626 $ 302,293 Property, plant and equipment, net $ 387,264 $ 28,402 $ 25,549 $ 441,215 Total assets $ 1,163,989 $ 222,696 $ 226,313 $ 1,612,998 Disaggregation of Net Sales. We disaggregate net sales from contracts with customers into direct sales and distribution sales (“Distributors”) and by geographic area. Direct sales customers consist of those customers using our product in their manufacturing process, and Distributors are those customers who resell our products to third parties. We deliver our products to customers around the world for use in consumer electronics, computing, communications, industrial and automotive. Further, most of our contracts are fixed-price arrangements, and are short term in nature, ranging from days to several months. The tables below set forth revenue for the Company disaggregated into geographic locations based on shipment and by type (direct sales or Distributor Three Months Ended Net Sales by Region March 31, 2020 March 31, 2019 Asia $ 210,805 $ 224,289 Europe 46,931 38,394 Americas 22,981 39,610 Total net sales $ 280,717 $ 302,293 Net Sales by Type Direct sales $ 99,544 $ 86,358 Distributor sales 181,173 215,935 Total net sales $ 280,717 $ 302,293 Revenue from products shipped to China was $138.9 million and $151.5 million for the three months ended March 31, 2020 and 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – Commitments and Contingencies Purchase commitments – As of March 31, 2020, we had approximately $38.7 million in non-cancelable purchase contracts related to capital expenditures, primarily related to our manufacturing facilities in Asia. As of March 31, 2020, we also had a commitment to purchase approximately $52.5 million of wafers to be used in our manufacturing process. These wafer purchases will occur during 2020. Defined Benefit Plan - We have a contributory defined benefit plan that covers certain employees in the United Kingdom. As of March 31, 2020, the unfunded liability for this defined benefit plan was approximately $14.0 million. We are obligated to make annual contributions, each year through December 2029, of approximately GBP 2 million (approximately $2.4 million based on a GBP: USD exchange rate of 1.2:1). The current annual contributions were set with regard to the funding position as of April 2016, and must be reviewed by the Trustees at least every three years. A review as of April 2019 is underway and the outcome of the review could result in a change in the amount of the payment or the period over which payment is required. 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 pending legal proceeding will not have any material adverse effect on our consolidated 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 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 of all pending disputes. We record an appropriate liability when the amount of any liability associated with a pending dispute 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 | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 9 – Derivative Financial Instruments We use derivative instruments to manage risks related to foreign currencies, interest rates and the net investment risk in our foreign subsidiaries. Our objectives for holding derivatives include reducing, eliminating, and efficiently managing the economic impact of these exposures as effectively as possible. Our derivative programs include strategies that both qualify and do not qualify for hedge accounting treatment. Hedges of Foreign Currency Risk - We are exposed to fluctuations in various foreign currencies against our different functional currencies. We use foreign currency forward agreements to manage this exposure. At March 31, 2020, we had outstanding foreign currency forward contracts that are intended to preserve the economic value of foreign currency denominated monetary assets and liabilities; these instruments are not designated for hedge accounting treatment in accordance with ASC 815. The fair value of these instruments approximates zero. The table below sets forth outstanding foreign currency forward contracts at March 31, 2020 and December 31, 2019: Notional Amount Effective Date Maturity Date Index* Weighted Average Foreign Exchange Rate Balance Sheet Hedge Designation $ 2,961 March 2020 May 2020 EUR/GBP 0.8848 Non-designated 4,009 March 2020 May 2020 EUR/USD 1.1009 Non-designated 10,445 March 2020 May 2020 GBP/USD 1.2453 Non-designated 37,850 March 2020 May 2020 USD/CNY 7.1036 Non-designated 1,136 March 2020 May 2020 USD/JPY 107.2520 Non-designated 42,028 March 2020 May 2020 USD/TWD 29.9560 Non-designated 500 January 2020 July 2020 USD/TWD 30 Non-designated 500 January 2020 January 2021 USD/TWD 29.976 Non-designated 500 March 2020 May 2020 USD/TWD 30.355 Non-designated $ 99,929 Notional Amount Effective Date Maturity Date Index* Weighted Average Foreign Exchange Rate Balance Sheet Hedge Designation $ 1,844 December 2019 February 2020 EUR/GBP 0.8471 Non-designated 3,375 December 2019 February 2020 EUR/USD 1.123 Non-designated 25,957 December 2019 February 2020 GBP/USD 1.3257 Non-designated 39,340 December 2019 February 2020 USD/CNY 6.9762 Non-designated 763 December 2019 February 2020 USD/JPY 108.732 Non-designated 33,621 December 2019 February 2020 USD/TWD 20.988 Non-designated 500 January 2019 January 2020 USD/TWD 30.635 Non-designated 500 October 2019 February 2020 USD/TWD 30.571 Non-designated $ 105,900 * EUR = Euro GBP = British Pound Sterling USD = United States Dollar CNY = Chinese Yuan Renminbi JPY = Japan Yen TWD = Taiwan dollar Hedges of Interest Rate and Net Investment Risk - 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 these objectives, the Company primarily uses interest rate swaps, including interest rate collars, 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. The table below sets forth information related to the number and the notional amount of our interest rate related derivative instruments at March 31, 2020 and December 31, 2019: Number of Instruments Notional Amount 2020 2019 2020 2019 Interest rate swaps and collars 9 9 $ 175,000 $ 200,000 The table below sets forth the fair value of the Company’s interest rate related derivative financial instruments as well as their classification on our condensed consolidated balance sheets as of March 31, 2020 and December 31, 2019: Other Current Assets Other Assets Other Current Liabilities Other Liabilities 2020 2019 2020 2019 2020 2019 2020 2019 Interest rate swaps and collars $ - $ 194 $ - $ 36 $ 1,936 $ 51 $ 1,154 $ 127 The tables below set forth the effect of the Company’s derivative financial instruments on our condensed consolidated statements of income for the three months ended March 31, 2020 and 2019: Amount of Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI into Net Income Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion Excluded from Effectiveness Testing) Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Derivative Instruments Designated as Hedging Instruments March 31, March 31, March 31, 2020 2019 2020 2019 2020 2019 Three Months Ended Interest rate swaps and collars $ (1,390 ) $ (1,090 ) Interest expense $ (71 ) $ (469 ) Interest expense $ - $ - Cross currency swaps $ - $ (2,350 ) N/A $ - $ - Interest income $ - $ 455 We estimate that $0.6 million of net derivative gains included in accumulated other comprehensive income (“AOCI”) as of March 31, 2020 will be reclassified into expense within the following 12 months. No gains or losses were reclassified from AOCI into earnings as a result of forecasted transactions that failed to occur during three months ended March 31, 2020 or 2019. Amount of (Loss) or Gain Recognized in Net Income Location of Gain or (Loss) Recognized in Net Income Derivative Instruments Not Designated as Hedging Instruments March 31, 2020 2019 Three Months Ended Foreign currency forward contracts $ (2,147 ) $ 430 Foreign currency loss, net As of March 31, 2020 and December 31, 2019, the Company had not posted any collateral related to these agreements. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | NOTE 10 – Leases The Company leases certain assets used in its business, including land, buildings and equipment. These leased assets are used for operational and administrative purposes. The components of lease expense are set forth in the table below: Three Months Ended Three Months Ended March 31, 2020 March 31, 2019 Operating lease expense $ 3,730 $ 3,704 Finance lease expense: Amortization of assets 209 244 Interest on lease liabilities 7 15 Short-term lease expense 94 36 Variable lease expense 711 618 Total lease expense $ 4,751 $ 4,617 The table below sets forth supplemental balance sheet information related to leases: March 31, 2020 December 31, 2019 Operating leases: Operating lease ROU assets $53,933 $57,427 Current operating lease liabilities 11,633 12,554 Noncurrent operating lease liabilities 24,713 27,545 Total operating lease liabilities $36,346 $40,099 Finance leases: Finance lease ROU assets $2,507 $3,396 Accumulated amortization (1,671) (1,924) Finance lease ROU assets, net $836 $1,472 Current finance lease liabilities $818 $903 Non-current finance lease liabilities – 138 Total finance lease liabilities $818 $1,041 Weighted average remaining lease term (in years): Operating leases 4.3 4.4 Finance leases 1.0 1.3 Weighted average discount rate: Operating leases 3.8% 3.8% Finance leases 3.0% 3.0% The table below sets forth supplemental cash flow and other information related to leases: Three Months Ended Three Months Ended March 31, 2020 March 31, 2019 Cash paid for the amounts included in the measurements of lease liabilities: Operating cash outflows from operating leases $4,018 $4,277 Operating cash outflows from finance leases 7 15 Financing cash outflow from finance leases 223 293 ROU assets obtained in exchange for lease liabilities incurred: Operating leases 127 86 The table below sets forth information about lease liability maturities: March 31, 2020 Operating Leases Finance Leases Remainder of 2020 $ 10,129 $ 691 2021 9,674 139 2022 8,000 - 2023 4,452 - 2024 2,379 - 2025 2,286 - 2026 and thereafter 2,579 - Total lease payments 39,499 830 Less: imputed interest (3,153) (12) Total lease obligations 36,346 818 Less: current obligations (11,633) (818) Long-term lease obligations $ 24,713 $ - |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | NOTE 11 – Employee Benefit Plans 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 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 primarily by investing in the actual underlying investments. At March 31, 2020 and December 31, 2019, these investments totaled approximately $10.0 million and $12.9 million, respectively. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 12 – We conduct business with a related party company, Lite-On Semiconductor Corporation and its subsidiaries and affiliates (collectively, “LSC”), and Nuvoton Technology Corporation and its subsidiaries and affiliates (collectively, “Nuvoton”). LSC is our largest stockholder, owning approximately 15 of o ur ou t s t a nd i n g C o m m on S toc k as of March 31, 2020, a n d i s a m e m ber of t he L ite- On G r o u p o f c o m p a n ies . On August 8, 2019, we announced that we entered into an agreement with LSC pursuant to which the Company shall acquire LSC. The aggregate consideration payable by the Company, based on the December 31, 2019 exchange rate, is approximately $437 million. This amount is subject to change, based on the Taiwan dollar to United States dollar exchange rate at closing. The acquisition received LSC stockholder approval on October 25, 2019, and we anticipate completing the acquisition in the second half of 2020, subject to customary closing conditions and regulatory approvals. We expect to fund the purchase price of the transaction primarily with proceeds from an anticipated new bank financing arrangement. We also conduct business with Keylink International (B.V.I.) Inc. and its subsidiaries and affiliates (collectively, “Keylink”). Keylink is our 5% joint venture partner in our Shanghai assembly and test facilities. We sell products to, and purchase inventory from Keylink. In addition, our subsidiaries in China lease their manufacturing facilities in Shanghai from, and subcontract a portion of our manufacturing process (metal plating and environmental services) to, Keylink. We also pay fees for plating and rental services and consulting to Keylink. The aggregate amounts paid to Keylink for the three months ended March 31, 2020 and 2019 were approximately $3.1 million and $3.9 million, respectively. I n a dd itio n, Y a G u a ng”) is our 2% joint venture partner in one of our Chengdu assembly and test facilities and i s o ur 5 j o i nt v e n t ure p a r t n e r i n ou r other C h eng du asse m bly a nd tes t facility ; h owe v er, we have no material transactions with Ya Guang. We also purchase materials from Jiyuan Crystal Photoelectric Frequency Technology Ltd (“JCP”), a frequency control product manufacturing company in which we have made an equity investment and account for that investment using the equity method of accounting. T he Au d i t C o mmitte e o f t he Bo a rd r e view s al l relate d part y transaction s for pot e n tia l conflic t o f i n teres t s i tuation s o n a n ongoin g basis , al l i n accord a nc e wit h su c h procedure s a s t h e Audi t Committe e m ay a d opt fr om t i m e t o time. The table below sets forth net sales to and purchases from related parties: Three Months Ended March 31, 2020 2019 LSC Net sales $ 128 $ 188 Purchases $ 2,748 $ 4,412 Nuvoton Purchases $ 1,644 $ 1,267 Keylink Net sales $ 3,985 $ 2,815 Purchases $ 405 $ 605 JCP Purchases $ 156 $ 160 The table below sets forth accounts receivable from, and accounts payable to, related parties: March 31, December 31, 2020 2019 LSC Accounts receivable $ 128 $ 184 Accounts payable $ 2,055 $ 2,154 Nuvoton Accounts payable $ 875 $ 1,055 Keylink Accounts receivable $ 25,536 $ 31,598 Accounts payable $ 22,100 $ 28,244 JCP Accounts payable $ 181 $ 173 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Note 13 –Acquisitions Savitech Acquisition On February 5, 2020, the Company entered into an agreement to invest up to approximately $14.2 million to acquire at least 51% of Savitech Corporation (“Savitech”), a fabless semiconductor design company located in Zhubei City, Taiwan. The Company will make the investment in two tranches. The first tranche of $5.6 million, which provided the Company with a 33.6% ownership of Savitech, was made on March 4, 2020. The initial tranche was funded with cash on hand. The second tranche, currently recorded in other long-term liabilities, as shown in the table below, and currently valued at $7.3 million will increase the Company’s ownership to at least 51% of Savitech. The second tranche will be paid on June 30, 2021, provided Savitech achieves previously agreed-to revenue levels. If revenue levels are not achieved the Company will pay less than the maximum $8.6 million, but regardless of the amount paid, will still acquire at least 51% of Savitech. The Company recorded the purchase of Savitech as a business acquisition and will consolidate Savitech into their operat ions, based on the voting model, with a non-controlling interest related to the interest Diodes does not own in Savitech. The Company purchased Savitech in order to increase the Company’s integrated circuit business. Total purchase consideration recorded was $ 12.9 million. The goodwill will not be tax deductible. The Company also incurred acquisition costs of approximately $ 0.1 million that were recognized in selling, general and administrative expense. The table below sets forth the preliminary fair value of the assets and liabilities recorded in the acquisition and the corresponding line item in which the item is recorded in our condensed consolidated balance sheet at the date of acquisition. The acquisition accounting is not final as deferred taxes, the contingent consideration payment and goodwill are being finalized. We expect the acquisition accounting to be finalized in the second or third quarter of 2020. Cash and cash equivalents $ 6.2 Prepaid expenses and other 0.7 Goodwill 10.8 Intangible assets, net 6.1 Other long-term assets 0.3 Accrued liabilities and other 0.4 Other long-term liabilities 7.3 Noncontrolling interest 10.8 Wafer Fabrication Facility Acquisition On April 1, 2019, the Company completed the previously announced acquisition of a wafer fabrication facility located in Greenock, Scotland (“GFAB”). The Company recorded the purchase of GFAB as a business acquisition. The Company purchased GFAB in order to increase the Company’s wafer production capacity. Total consideration paid by the Company was $33.2 million and was funded by advances under the revolving portion of our long-term credit facility. The facility and assets were wholly acquired, and there is no remaining minority interest. The goodwill will not be tax deductible. The Company also incurred acquisition costs of approximately $0.6 million that were recognized in selling, general and administrative expense. Due to a lack of available data we are unable to provide historical financial pro forma data. The table below sets forth the fair value of the assets and liabilities recorded in the GFAB acquisition and the corresponding line item in which the item is recorded in our condensed consolidated balance sheet. Property, plant and equipment, net $ 24.4 Inventories 3.6 Prepaid expenses and other 5.2 Goodwill 0.9 Deferred tax liabilities 1.0 |
Summary of Operations and Sig_2
Summary of Operations and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Operations | Summary of Operations Diodes Incorporated, together with its subsidiaries (collectively, the “Company,” “we” or “our”) (Nasdaq: DIOD), is a leading global manufacturer and supplier of high-quality, application-specific standard products within the broad discrete, logic, analog and mixed-signal semiconductor markets. We serve the consumer electronics, computing, communications, industrial, and automotive markets. Our products include diodes, rectifiers, transistors, MOSFETs, protection devices, function-specific arrays, single gate logic, amplifiers and comparators, Hall-effect and temperature sensors, power management devices, including LED drivers, AC-DC converters and controllers, DC-DC switching and linear voltage regulators, and voltage references along with special function devices, such as USB power switches, load switches, voltage supervisors, and motor controllers. We also have timing, connectivity, switching, and signal integrity solutions for high-speed signals. Our corporate headquarters and Americas’ sales offices are located in Plano, Texas and Milpitas, California. Design, marketing, and engineering centers are located in Plano; Milpitas; Taipei, Taoyuan City and Zhubei City, Taiwan; Oldham, England; and Neuhaus, Germany. Our wafer fabrication facilities are located in Oldham and Shanghai, China and Greenock, Scotland. We have assembly and test facilities located in Shanghai, Jinan and Chengdu, China, as well as in Hong Kong, Neuhaus and Taipei. Additional engineering, research and development, sales, warehouse, and logistics offices are located in Taipei; Hong Kong; Oldham; Shanghai; Shenzhen and Yangzhou, China; Seongnam-si, South Korea; Munich, Germany; and Tokyo, Japan, with support offices throughout the world. |
Basis of Presentation | Basis of Presentation The condensed consolidated financial data at December 31, 2019 is derived from audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on February 12, 2020 (“Form 10-K”). The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. They do not include all information and footnotes necessary for a fair presentation of financial position, operating results and cash flows in conformity with GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in our Form 10-K. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation of the operating results for the period presented have been included in the interim period. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for other interim periods or the year ending December 31, 2020. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. As permitted under GAAP, interim accounting for certain expenses, including income taxes, are based on full year forecasts. For interim financial reporting purposes, income taxes are recorded based upon estimated annual effective income tax rates taking into consideration discrete items occurring in a quarter. Dollar amounts and share amounts are presented in thousands, except per share amounts, unless otherwise noted. Certain prior year’s balances may have been reclassified to conform to the current financial statement presentation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, which requires measurement and recognition of expected credit losses for financial assets held. We adopted ASU No. 2016-13 effective January 1, 2020. The adoption of ASU No 2016-13 did not have a material impact on our consolidated financial statements and related disclosures. In March 2020, the FASB issued optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact that this guidance will have on its financial statements and related disclosures. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The table below sets forth the reconciliation between net income and the weighted average shares outstanding used for calculating basic and diluted EPS: Three Months Ended March 31, 2020 2019 Earnings (numerator) Net income attributable to common stockholders $ 20,168 $ 31,716 Shares (denominator) Weighted average common shares outstanding (basic) 51,335 50,398 Dilutive effect of stock options and stock awards outstanding 1,087 1,064 Adjusted weighted average common shares outstanding (diluted) 52,422 51,462 Earnings per share attributable to common stockholders Basic $ 0.39 $ 0.63 Diluted $ 0.38 $ 0.62 Stock options and stock awards excluded from EPS calculation because the effect would be anti-dilutive 58 58 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory Current | The table below sets forth inventories which are stated at the lower of cost or net realizable value: March 31, 2020 December 31, 2019 Finished goods $ 53,747 $ 62,900 Work-in-progress 48,684 55,082 Raw materials 129,753 118,490 Total $ 232,184 $ 236,472 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The table below sets forth the changes in goodwill : Balance at December 31, 2019 $ 141,318 Savitech acquisition (see Note 13 for additional information) 10,755 Foreign currency translation adjustment (2,407 ) Balance at March 31, 2020 $ 149,666 |
Schedule of Intangible Assets Other Than Goodwill | The table below sets forth the value of intangible assets, other than goodwill: March 31, December 31, 2020 2019 Intangible assets subject to amortization: Gross carrying amount $ 248,897 $ 239,975 Accumulated amortization (128,672 ) (124,452 ) Foreign currency translation adjustment (8,247 ) (9,842 ) Total 111,978 105,681 Intangible assets with indefinite lives: Gross carrying amount 10,412 14,883 Foreign currency translation adjustment (1,172 ) (1,041 ) Total 9,240 13,842 Total intangible assets, net $ 121,218 $ 119,523 |
Schedule of Amortization Expense Related to Intangible Assets | The table below sets forth amortization expense related to intangible assets subject to amortization: Amortization expense 2020 2019 Three months ended March 31 $ 4,221 $ 4,484 |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Information Related to Income Tax Expense | The table below sets forth information related to our income tax expense: Three Months Ended March 31, 2020 2019 Domestic pre-tax income $ 5,268 $ 12,486 Foreign pre-tax income $ 19,688 $ 29,548 Income tax provision $ 4,556 $ 10,298 Effective tax rate 18.3 % 24.5 % Impact of tax holidays on tax expense $ (1,074 ) $ 277 Earnings per share impact of tax holidays: Basic $ 0.02 $ (0.01 ) Diluted $ 0.02 $ (0.01 ) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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: Three Months Ended March 31, 2020 2019 Cost of goods sold $ 273 $ 125 Selling, general and administrative 3,711 3,637 Research and development 709 715 Total share-based compensation expense $ 4,693 $ 4,477 |
Segment Information and Net S_2
Segment Information and Net Sales (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales from Based on Location of the Subsidiary | The tables below set forth net sales based on the location of the subsidiary producing the net sale. As of and for the Three Months Ended March 31, 2020 Asia North America Europe Consolidated Total sales $ 301,863 $ 168,172 $ 59,001 $ 529,036 Intercompany elimination (116,921 ) (104,464 ) (26,934 ) (248,319 ) Net sales $ 184,942 $ 63,708 $ 32,067 $ 280,717 Property, plant and equipment, net $ 364,624 $ 24,110 $ 67,388 $ 456,122 Total assets 1,208,572 197,178 214,516 $ 1,620,266 As of and for the Three Months Ended March 31, 2019 Asia North America Europe Consolidated Total sales $ 273,900 $ 101,280 $ 51,052 $ 426,232 Intercompany elimination (73,597 ) (37,916 ) (12,426 ) (123,939 ) Net sales $ 200,303 $ 63,364 $ 38,626 $ 302,293 Property, plant and equipment, net $ 387,264 $ 28,402 $ 25,549 $ 441,215 Total assets $ 1,163,989 $ 222,696 $ 226,313 $ 1,612,998 |
Schedule of Net Sales by Direct Sales or Distributor and Location | The tables below set forth revenue for the Company disaggregated into geographic locations based on shipment and by type (direct sales or Distributor Three Months Ended Net Sales by Region March 31, 2020 March 31, 2019 Asia $ 210,805 $ 224,289 Europe 46,931 38,394 Americas 22,981 39,610 Total net sales $ 280,717 $ 302,293 Net Sales by Type Direct sales $ 99,544 $ 86,358 Distributor sales 181,173 215,935 Total net sales $ 280,717 $ 302,293 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Outstanding Foreign Currency Forward Contracts | The table below sets forth outstanding foreign currency forward contracts at March 31, 2020 and December 31, 2019: Notional Amount Effective Date Maturity Date Index* Weighted Average Foreign Exchange Rate Balance Sheet Hedge Designation $ 2,961 March 2020 May 2020 EUR/GBP 0.8848 Non-designated 4,009 March 2020 May 2020 EUR/USD 1.1009 Non-designated 10,445 March 2020 May 2020 GBP/USD 1.2453 Non-designated 37,850 March 2020 May 2020 USD/CNY 7.1036 Non-designated 1,136 March 2020 May 2020 USD/JPY 107.2520 Non-designated 42,028 March 2020 May 2020 USD/TWD 29.9560 Non-designated 500 January 2020 July 2020 USD/TWD 30 Non-designated 500 January 2020 January 2021 USD/TWD 29.976 Non-designated 500 March 2020 May 2020 USD/TWD 30.355 Non-designated $ 99,929 Notional Amount Effective Date Maturity Date Index* Weighted Average Foreign Exchange Rate Balance Sheet Hedge Designation $ 1,844 December 2019 February 2020 EUR/GBP 0.8471 Non-designated 3,375 December 2019 February 2020 EUR/USD 1.123 Non-designated 25,957 December 2019 February 2020 GBP/USD 1.3257 Non-designated 39,340 December 2019 February 2020 USD/CNY 6.9762 Non-designated 763 December 2019 February 2020 USD/JPY 108.732 Non-designated 33,621 December 2019 February 2020 USD/TWD 20.988 Non-designated 500 January 2019 January 2020 USD/TWD 30.635 Non-designated 500 October 2019 February 2020 USD/TWD 30.571 Non-designated $ 105,900 * EUR = Euro GBP = British Pound Sterling USD = United States Dollar CNY = Chinese Yuan Renminbi JPY = Japan Yen TWD = Taiwan dollar |
Summary of Information Related to Number of and Notional Amount of Interest Rate Related Derivative Instruments | The table below sets forth information related to the number and the notional amount of our interest rate related derivative instruments at March 31, 2020 and December 31, 2019: Number of Instruments Notional Amount 2020 2019 2020 2019 Interest rate swaps and collars 9 9 $ 175,000 $ 200,000 |
Summary of Fair Value of Interest Rate Related Derivative Financial Instruments and Their Classification on Our Condensed Consolidated Balance Sheets | The table below sets forth the fair value of the Company’s interest rate related derivative financial instruments as well as their classification on our condensed consolidated balance sheets as of March 31, 2020 and December 31, 2019: Other Current Assets Other Assets Other Current Liabilities Other Liabilities 2020 2019 2020 2019 2020 2019 2020 2019 Interest rate swaps and collars $ - $ 194 $ - $ 36 $ 1,936 $ 51 $ 1,154 $ 127 |
Summary of Effect of Derivative Financial Instruments on Our Condensed Consolidated Statements of Operations | The tables below set forth the effect of the Company’s derivative financial instruments on our condensed consolidated statements of income for the three months ended March 31, 2020 and 2019: Amount of Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI into Net Income Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion Excluded from Effectiveness Testing) Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Derivative Instruments Designated as Hedging Instruments March 31, March 31, March 31, 2020 2019 2020 2019 2020 2019 Three Months Ended Interest rate swaps and collars $ (1,390 ) $ (1,090 ) Interest expense $ (71 ) $ (469 ) Interest expense $ - $ - Cross currency swaps $ - $ (2,350 ) N/A $ - $ - Interest income $ - $ 455 Amount of (Loss) or Gain Recognized in Net Income Location of Gain or (Loss) Recognized in Net Income Derivative Instruments Not Designated as Hedging Instruments March 31, 2020 2019 Three Months Ended Foreign currency forward contracts $ (2,147 ) $ 430 Foreign currency loss, net |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense are set forth in the table below: Three Months Ended Three Months Ended March 31, 2020 March 31, 2019 Operating lease expense $ 3,730 $ 3,704 Finance lease expense: Amortization of assets 209 244 Interest on lease liabilities 7 15 Short-term lease expense 94 36 Variable lease expense 711 618 Total lease expense $ 4,751 $ 4,617 |
Supplemental Balance Sheet Information Related to Leases | The table below sets forth supplemental balance sheet information related to leases: March 31, 2020 December 31, 2019 Operating leases: Operating lease ROU assets $53,933 $57,427 Current operating lease liabilities 11,633 12,554 Noncurrent operating lease liabilities 24,713 27,545 Total operating lease liabilities $36,346 $40,099 Finance leases: Finance lease ROU assets $2,507 $3,396 Accumulated amortization (1,671) (1,924) Finance lease ROU assets, net $836 $1,472 Current finance lease liabilities $818 $903 Non-current finance lease liabilities – 138 Total finance lease liabilities $818 $1,041 Weighted average remaining lease term (in years): Operating leases 4.3 4.4 Finance leases 1.0 1.3 Weighted average discount rate: Operating leases 3.8% 3.8% Finance leases 3.0% 3.0% |
Supplemental Cash Flow and Other Information Related to Leases | The table below sets forth supplemental cash flow and other information related to leases: Three Months Ended Three Months Ended March 31, 2020 March 31, 2019 Cash paid for the amounts included in the measurements of lease liabilities: Operating cash outflows from operating leases $4,018 $4,277 Operating cash outflows from finance leases 7 15 Financing cash outflow from finance leases 223 293 ROU assets obtained in exchange for lease liabilities incurred: Operating leases 127 86 |
Schedule of Operating and Finance Lease Liability Maturities | The table below sets forth information about lease liability maturities: March 31, 2020 Operating Leases Finance Leases Remainder of 2020 $ 10,129 $ 691 2021 9,674 139 2022 8,000 - 2023 4,452 - 2024 2,379 - 2025 2,286 - 2026 and thereafter 2,579 - Total lease payments 39,499 830 Less: imputed interest (3,153) (12) Total lease obligations 36,346 818 Less: current obligations (11,633) (818) Long-term lease obligations $ 24,713 $ - |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Net Sales and Purchases of Related Party Transactions | The table below sets forth net sales to and purchases from related parties: Three Months Ended March 31, 2020 2019 LSC Net sales $ 128 $ 188 Purchases $ 2,748 $ 4,412 Nuvoton Purchases $ 1,644 $ 1,267 Keylink Net sales $ 3,985 $ 2,815 Purchases $ 405 $ 605 JCP Purchases $ 156 $ 160 |
Schedule of Account Receivable and Payable of Related Party Transactions | The table below sets forth accounts receivable from, and accounts payable to, related parties: March 31, December 31, 2020 2019 LSC Accounts receivable $ 128 $ 184 Accounts payable $ 2,055 $ 2,154 Nuvoton Accounts payable $ 875 $ 1,055 Keylink Accounts receivable $ 25,536 $ 31,598 Accounts payable $ 22,100 $ 28,244 JCP Accounts payable $ 181 $ 173 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Savitech Acquisition | |
Summary of Fair Value of Assets and Liabilities Related to Acquisition Recorded in Condensed Consolidated Balance Sheet | The table below sets forth the preliminary fair value of the assets and liabilities recorded in the acquisition and the corresponding line item in which the item is recorded in our condensed consolidated balance sheet at the date of acquisition. The acquisition accounting is not final as deferred taxes, the contingent consideration payment and goodwill are being finalized. We expect the acquisition accounting to be finalized in the second or third quarter of 2020. Cash and cash equivalents $ 6.2 Prepaid expenses and other 0.7 Goodwill 10.8 Intangible assets, net 6.1 Other long-term assets 0.3 Accrued liabilities and other 0.4 Other long-term liabilities 7.3 Noncontrolling interest 10.8 |
Wafer Fabrication Facility ("GFAB") | |
Summary of Fair Value of Assets and Liabilities Related to Acquisition Recorded in Condensed Consolidated Balance Sheet | The table below sets forth the fair value of the assets and liabilities recorded in the GFAB acquisition and the corresponding line item in which the item is recorded in our condensed consolidated balance sheet. Property, plant and equipment, net $ 24.4 Inventories 3.6 Prepaid expenses and other 5.2 Goodwill 0.9 Deferred tax liabilities 1.0 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Earnings per share reconciliation disclosure | Earnings per share (“EPS”) is calculated by dividing net income attributable to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period. Diluted EPS is calculated similarly but includes potential dilution from the exercise of stock options and stock awards, except when the effect would be anti-dilutive. | |
Common stock dividends paid | $ 0 | $ 0 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings (numerator) | ||
Net income attributable to common stockholders | $ 20,168 | $ 31,716 |
Shares (denominator) | ||
Weighted average common shares outstanding (basic) | 51,335 | 50,398 |
Dilutive effect of stock options and stock awards outstanding | 1,087 | 1,064 |
Adjusted weighted average common shares outstanding (diluted) | 52,422 | 51,462 |
Earnings per share attributable to common stockholders | ||
Basic | $ 0.39 | $ 0.63 |
Diluted | $ 0.38 | $ 0.62 |
Stock options and stock awards excluded from EPS calculation because the effect would be anti-dilutive | 58 | 58 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory Current (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 53,747 | $ 62,900 |
Work-in-progress | 48,684 | 55,082 |
Raw materials | 129,753 | 118,490 |
Total | $ 232,184 | $ 236,472 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill | |
Goodwill beginning balance | $ 141,318 |
Foreign currency translation adjustment | (2,407) |
Goodwill ending balance | 149,666 |
Savitech Acquisition | |
Goodwill | |
Acquisitions | $ 10,755 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets Other Than Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Intangible assets subject to amortization | ||
Gross carrying amount | $ 248,897 | $ 239,975 |
Accumulated amortization | (128,672) | (124,452) |
Foreign currency translation adjustment | (8,247) | (9,842) |
Total | 111,978 | 105,681 |
Intangible assets with indefinite lives | ||
Gross carrying amount | 10,412 | 14,883 |
Foreign currency translation adjustment | (1,172) | (1,041) |
Total | 9,240 | 13,842 |
Total intangible assets, net | $ 121,218 | $ 119,523 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 4,221 | $ 4,484 |
Income Tax Provision - Schedule
Income Tax Provision - Schedule of Information Related to Income Tax Expense (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Domestic pre-tax income | $ 5,268 | $ 12,486 |
Foreign pre-tax income | 19,688 | 29,548 |
Income tax provision | $ 4,556 | $ 10,298 |
Effective tax rate | 18.30% | 24.50% |
Impact of tax holidays on tax expense | $ (1,074) | $ 277 |
Earnings per share impact of tax holidays: | ||
Basic | $ 0.02 | $ (0.01) |
Diluted | $ 0.02 | $ (0.01) |
Income Tax Provision - Addition
Income Tax Provision - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits | $ 38.4 |
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 2012, or for the 2015 tax year. We are no longer subject to China income tax examinations by tax authorities for tax years before 2009. With respect to state and local jurisdictions and countries outside of the U.S. (other than China), with limited exceptions, the Company is no longer subject to income tax audits for years before 2014. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties, if any, have been provided for in the Company’s reserve for any adjustments that may result from currently pending tax audits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in interest expense |
Significant change in unrecognized tax benefits, nature of event | It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company’s unrecognized tax positions will significantly increase or decrease within the next 12 months. |
Significant change in unrecognized tax benefits is reasonably possible, estimated range not possible | At this time, an estimate of the range of the reasonably possible outcomes cannot be made. |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Cash proceeds received from stock option exercises | $ 0 |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years 2 months 12 days |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 45.4 |
Restricted Stock Awards and Restricted Stock Units | |
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, period for recognition | 4 years |
Restricted Stock Awards and Restricted Stock Units | 2001 Omnibus Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, award granted in period | shares | 0 |
Performance Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 3 years |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | $ 4,693 | $ 4,477 |
Cost of Goods Sold | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | 273 | 125 |
Selling, General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | 3,711 | 3,637 |
Research and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | $ 709 | $ 715 |
Segment Information and Net S_3
Segment Information and Net Sales - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)Customer | Mar. 31, 2019USD ($)Customer | |
Entity Wide Revenue Major Customer [Line Items] | ||
Number of customer accounted for 10% or more of our revenue | Customer | 0 | 0 |
Number of customer did not account for 10% or greater of outstanding accounts receivable | Customer | 0 | 0 |
Net sales | $ | $ 280,717 | $ 302,293 |
China | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Net sales | $ | $ 138,900 | $ 151,500 |
Geographic Concentration Risk | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Percentage of net sales | 10.00% | 10.00% |
Segment Information and Net S_4
Segment Information and Net Sales - Schedule of Net Sales From Based on Location of the Subsidiary (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 280,717 | $ 302,293 | |
Property, plant and equipment, net | 456,122 | 441,215 | $ 469,574 |
Total assets | 1,620,266 | 1,612,998 | $ 1,639,384 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 529,036 | 426,232 | |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Net sales | (248,319) | (123,939) | |
Asia | |||
Segment Reporting Information [Line Items] | |||
Net sales | 184,942 | 200,303 | |
Property, plant and equipment, net | 364,624 | 387,264 | |
Total assets | 1,208,572 | 1,163,989 | |
Asia | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 301,863 | 273,900 | |
Asia | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Net sales | (116,921) | (73,597) | |
North America | |||
Segment Reporting Information [Line Items] | |||
Net sales | 63,708 | 63,364 | |
Property, plant and equipment, net | 24,110 | 28,402 | |
Total assets | 197,178 | 222,696 | |
North America | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 168,172 | 101,280 | |
North America | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Net sales | (104,464) | (37,916) | |
Europe | |||
Segment Reporting Information [Line Items] | |||
Net sales | 32,067 | 38,626 | |
Property, plant and equipment, net | 67,388 | 25,549 | |
Total assets | 214,516 | 226,313 | |
Europe | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 59,001 | 51,052 | |
Europe | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ (26,934) | $ (12,426) |
Segment Information and Net S_5
Segment Information and Net Sales - Schedule of Net Sales by Direct Sales or Distributor and Region (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total net sales | $ 280,717 | $ 302,293 |
Direct Sales | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total net sales | 99,544 | 86,358 |
Distributor Sales | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total net sales | 181,173 | 215,935 |
Asia | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total net sales | 210,805 | 224,289 |
Europe | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total net sales | 46,931 | 38,394 |
Americas | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total net sales | $ 22,981 | $ 39,610 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) £ in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)$ / £ | Mar. 31, 2020GBP (£)$ / £ | |
Commitments And Contingencies [Line Items] | ||
Purchase Commitments | $ 38.7 | |
Long-term purchase commitment, Amount | $ 52.5 | |
Pension Plan, Defined Benefit | ||
Commitments And Contingencies [Line Items] | ||
Defined benefit plan, estimated future employer contributions in current fiscal year, description | We have a contributory defined benefit plan that covers certain employees in the United Kingdom. As of March 31, 2020, the unfunded liability for this defined benefit plan was approximately $14.0 million. We are obligated to make annual contributions, each year through December 2029, of approximately GBP 2 million (approximately $2.4 million based on a GBP: USD exchange rate of 1.2:1). The current annual contributions were set with regard to the funding position as of April 2016, and must be reviewed by the Trustees at least every three years. A review as of April 2019 is underway and the outcome of the review could result in a change in the amount of the payment or the period over which payment is required. | |
Defined benefit plan, expected future benefit payments in year one | $ 2.4 | £ 2 |
Defined benefit plan, expected future benefit payments in year two | 2.4 | 2 |
Defined benefit plan, expected future benefit payments in year three | 2.4 | 2 |
Defined benefit plan, expected future benefit payments in year four | 2.4 | 2 |
Defined benefit plan, expected future benefit payments in year five | 2.4 | 2 |
Defined benefit plan, expected future benefit payments in eight fiscal years thereafter | $ 2.4 | £ 2 |
GBP:USD exchange rate | $ / £ | 1.2 | 1.2 |
Unfunded liability of defined benefit plan | $ 14 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Derivative [Line Items] | ||
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 these objectives, the Company primarily uses interest rate swaps, including interest rate collars, 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. | |
Net derivative gain will be reclassified from AOCI into net income | $ 600,000 | |
Posted collateral related to agreements | 0 | $ 0 |
Foreign Currency Forward Contracts | ||
Derivative [Line Items] | ||
Fair value of foreign exchange hedges | $ 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Outstanding Foreign Currency Forward Contracts (Details) - Foreign Currency Forward Contracts - Balance Sheet Hedges - Non-designated | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020USD ($)€ / £€ / $£ / $$ / ¥$ / ¥$ / $ | Dec. 31, 2019USD ($)€ / £€ / $£ / $$ / ¥$ / ¥$ / $ | |
Derivative [Line Items] | ||
Notional Amount | $ 99,929,000 | $ 105,900,000 |
Derivative One | ||
Derivative [Line Items] | ||
Notional Amount | $ 2,961,000 | $ 1,844,000 |
Effective Date | Mar. 31, 2020 | Dec. 31, 2019 |
Maturity Date | May 31, 2020 | Feb. 29, 2020 |
Index | EUR/GBP | EUR/GBP |
Weighted Average Foreign Exchange Rate | € / £ | 0.8848 | 0.8471 |
Derivative Two | ||
Derivative [Line Items] | ||
Notional Amount | $ 4,009,000 | $ 3,375,000 |
Effective Date | Mar. 31, 2020 | Dec. 31, 2019 |
Maturity Date | May 31, 2020 | Feb. 29, 2020 |
Index | EUR/USD | EUR/USD |
Weighted Average Foreign Exchange Rate | € / $ | 1.1009 | 1.123 |
Derivative Three | ||
Derivative [Line Items] | ||
Notional Amount | $ 10,445,000 | $ 25,957,000 |
Effective Date | Mar. 31, 2020 | Dec. 31, 2019 |
Maturity Date | May 31, 2020 | Feb. 29, 2020 |
Index | GBP/USD | GBP/USD |
Weighted Average Foreign Exchange Rate | £ / $ | 1.2453 | 1.3257 |
Derivative Four | ||
Derivative [Line Items] | ||
Notional Amount | $ 37,850,000 | $ 39,340,000 |
Effective Date | Mar. 31, 2020 | Dec. 31, 2019 |
Maturity Date | May 31, 2020 | Feb. 29, 2020 |
Index | USD/CNY | USD/CNY |
Weighted Average Foreign Exchange Rate | $ / ¥ | 7.1036 | 6.9762 |
Derivative Five | ||
Derivative [Line Items] | ||
Notional Amount | $ 1,136,000 | $ 763,000 |
Effective Date | Mar. 31, 2020 | Dec. 31, 2019 |
Maturity Date | May 31, 2020 | Feb. 29, 2020 |
Index | USD/JPY | USD/JPY |
Weighted Average Foreign Exchange Rate | $ / ¥ | 107.2520 | 108.732 |
Derivative Six | ||
Derivative [Line Items] | ||
Notional Amount | $ 42,028,000 | $ 33,621,000 |
Effective Date | Mar. 31, 2020 | Dec. 31, 2019 |
Maturity Date | May 31, 2020 | Feb. 29, 2020 |
Index | USD/TWD | USD/TWD |
Weighted Average Foreign Exchange Rate | $ / $ | 29.9560 | 20.988 |
Derivative Seven | ||
Derivative [Line Items] | ||
Notional Amount | $ 500,000 | $ 500,000 |
Effective Date | Jan. 31, 2020 | Jan. 31, 2019 |
Maturity Date | Jul. 31, 2020 | Jan. 31, 2020 |
Index | USD/TWD | USD/TWD |
Weighted Average Foreign Exchange Rate | $ / $ | 30 | 30.635 |
Derivative Eight | ||
Derivative [Line Items] | ||
Notional Amount | $ 500,000 | $ 500,000 |
Effective Date | Jan. 31, 2020 | Oct. 31, 2019 |
Maturity Date | Jan. 31, 2021 | Feb. 29, 2020 |
Index | USD/TWD | USD/TWD |
Weighted Average Foreign Exchange Rate | $ / $ | 29.976 | 30.571 |
Derivative Nine | ||
Derivative [Line Items] | ||
Notional Amount | $ 500,000 | |
Effective Date | Mar. 31, 2020 | |
Maturity Date | May 31, 2020 | |
Index | USD/TWD | |
Weighted Average Foreign Exchange Rate | $ / $ | 30.355 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Summary of Information Related to Number of and Notional Amount of Interest Rate Related Derivative Instruments (Details) - Designated as Hedging Instrument - Interest Rate Swaps and Collars | Mar. 31, 2020USD ($)DerivativeInstrument | Dec. 31, 2019USD ($)DerivativeInstrument |
Derivative [Line Items] | ||
Number of Instruments | DerivativeInstrument | 9 | 9 |
Notional Amount | $ | $ 175,000,000 | $ 200,000,000 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Summary of Fair Value of Interest Rate Related Derivative Financial Instruments and Their Classification on Our Condensed Consolidated Balance Sheets (Details) - Interest Rate Swaps and Collars - Designated as Hedging Instrument - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Other Current Assets | ||
Derivative [Line Items] | ||
Fair value of derivative instruments, asset derivatives | $ 194 | |
Other Assets | ||
Derivative [Line Items] | ||
Fair value of derivative instruments, asset derivatives | 36 | |
Other Current Liabilities | ||
Derivative [Line Items] | ||
Fair value of derivative instruments, liability derivatives | $ 1,936 | 51 |
Other Liabilities | ||
Derivative [Line Items] | ||
Fair value of derivative instruments, liability derivatives | $ 1,154 | $ 127 |
Derivative Financial Instrume_7
Derivative Financial Instruments - Summary of Effect of Derivative Financial Instruments on Our Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Designated as Hedging Instrument | Interest Rate Swaps and Collars | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain or (Loss) Recognized in OCI on Derivative | $ (1,390) | $ (1,090) |
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income | Interest expense | |
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Net Income | $ (71) | (469) |
Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion Excluded from Effectiveness Testing) | Interest expense | |
Designated as Hedging Instrument | Cross Currency Swaps | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of Gain or (Loss) Recognized in OCI on Derivative | (2,350) | |
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income | N/A | |
Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion Excluded from Effectiveness Testing) | Interest income | |
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | 455 | |
Not Designated as Hedging Instrument | Foreign Currency Forward Contracts | ||
Derivative Instruments Gain Loss [Line Items] | ||
Amount of (Loss) or Gain Recognized in Net Income | $ (2,147) | $ 430 |
Location of Gain or (Loss) Recognized in Net Income | Foreign currency loss, net |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating lease expense | $ 3,730 | $ 3,704 |
Finance lease expense: | ||
Amortization of assets | 209 | 244 |
Interest on lease liabilities | 7 | 15 |
Short-term lease expense | 94 | 36 |
Variable lease expense | 711 | 618 |
Total lease expense | $ 4,751 | $ 4,617 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Operating leases: | ||
Operating lease ROU assets | $ 53,933 | $ 57,427 |
Current operating lease liabilities | 11,633 | 12,554 |
Noncurrent operating lease liabilities | 24,713 | 27,545 |
Total operating lease liabilities | 36,346 | 40,099 |
Finance leases: | ||
Finance lease ROU assets | 2,507 | 3,396 |
Accumulated amortization | (1,671) | (1,924) |
Finance lease ROU assets, net | 836 | 1,472 |
Current finance lease liabilities | 818 | 903 |
Non-current finance lease liabilities | 138 | |
Total finance lease liabilities | $ 818 | $ 1,041 |
Weighted average remaining lease term (in years): | ||
Operating leases | 4 years 3 months 18 days | 4 years 4 months 24 days |
Finance leases | 1 year | 1 year 3 months 18 days |
Weighted average discount rate: | ||
Operating leases | 3.80% | 3.80% |
Finance leases | 3.00% | 3.00% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash paid for the amounts included in the measurements of lease liabilities: | ||
Operating cash outflows from operating leases | $ 4,018 | $ 4,277 |
Operating cash outflows from finance leases | 7 | 15 |
Financing cash outflow from finance leases | 223 | 293 |
ROU assets obtained in exchange for lease liabilities incurred: | ||
Operating leases | $ 127 | $ 86 |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Lease Liability Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating Leases, Remainder of 2020 | $ 10,129 | |
Operating Leases, 2021 | 9,674 | |
Operating Leases, 2022 | 8,000 | |
Operating Leases, 2023 | 4,452 | |
Operating Leases, 2024 | 2,379 | |
Operating Leases, 2025 | 2,286 | |
Operating Leases, 2026 and thereafter | 2,579 | |
Operating Leases, Total lease payments | 39,499 | |
Operating Leases, Less: imputed interest | (3,153) | |
Total operating lease liabilities | 36,346 | $ 40,099 |
Operating Leases, Less: current obligations | (11,633) | (12,554) |
Noncurrent operating lease liabilities | 24,713 | 27,545 |
Finance Leases, Remainder of 2020 | 691 | |
Finance Leases, 2021 | 139 | |
Finance Leases, Total lease payments | 830 | |
Finance Leases, Less: imputed interest | (12) | |
Total finance lease liabilities | 818 | 1,041 |
Finance Leases, Less: current obligations | $ (818) | (903) |
Non-current finance lease liabilities | $ 138 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - Deferred Compensation Plan - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
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 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 primarily by investing in the actual underlying investments. At March 31, 2020 and December 31, 2019, these investments totaled approximately $10.0 million and $12.9 million, respectively. | |
Deferred compensation plan assets | $ 10 | $ 12.9 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Lite On Semiconductor | |||
Related Party Transaction [Line Items] | |||
Related Party ownership of common stock | 15.00% | ||
Related Party Transaction, Description of Transaction | LSC is our largest stockholder, owning approximately 15% of our outstanding Common Stock as of March 31, 2020, and is a member of the Lite-On Group of companies. | ||
Cash payments to acquire business | $ 437 | ||
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 Consulting Fees from Transactions with Related Party | $ 3.1 | $ 3.9 | |
Chengdu Ya Guang Electronic Company Limited ("Ya Guang") | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Description of Transaction | In addition, Chengdu Ya Guang Electronic Company Limited (“Ya Guang”) is our 2% joint venture partner in one of our Chengdu assembly and test facilities and is our 5% joint venture partner in our other Chengdu assembly and test facility | ||
Chengdu Ya Guang Electronic Company Limited ("Ya Guang") | Chengdu | Assembly and Test Facility One | |||
Related Party Transaction [Line Items] | |||
Related Party ownership of common stock | 2.00% | ||
Chengdu Ya Guang Electronic Company Limited ("Ya Guang") | Chengdu | Assembly and Test Facility Two | |||
Related Party Transaction [Line Items] | |||
Related Party ownership of common stock | 5.00% |
Related Parties - Schedule of N
Related Parties - Schedule of Net Sales and Purchases of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lite On Semiconductor | ||
Related Party Transaction [Line Items] | ||
Net sales from related parties | $ 128 | $ 188 |
Purchases from related parties | 2,748 | 4,412 |
Nuvoton | ||
Related Party Transaction [Line Items] | ||
Purchases from related parties | 1,644 | 1,267 |
Keylink | ||
Related Party Transaction [Line Items] | ||
Net sales from related parties | 3,985 | 2,815 |
Purchases from related parties | 405 | 605 |
JCP | ||
Related Party Transaction [Line Items] | ||
Purchases from related parties | $ 156 | $ 160 |
Related Parties - Schedule of A
Related Parties - Schedule of Account Receivable and Payable of Related Party Transactions (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Lite On Semiconductor | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 128 | $ 184 |
Accounts payable | 2,055 | 2,154 |
Nuvoton | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 875 | 1,055 |
Keylink | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | 25,536 | 31,598 |
Accounts payable | 22,100 | 28,244 |
JCP | ||
Related Party Transaction [Line Items] | ||
Accounts payable | $ 181 | $ 173 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Millions | Feb. 05, 2020USD ($)Tranche | Apr. 01, 2019USD ($) | Jun. 30, 2021USD ($) | Mar. 04, 2020USD ($) |
Savitech Corporation (“Savitech”) | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, date of acquisition agreement | Feb. 5, 2020 | |||
Agreement amount to be invested | $ 14.2 | |||
Ownership percentage | 33.60% | |||
Number of tranche investment | Tranche | 2 | |||
Business acquisition aggregate consideration | $ 12.9 | |||
Savitech Corporation (“Savitech”) | Minimum | ||||
Business Acquisition [Line Items] | ||||
Ownership percentage | 51.00% | |||
Savitech Corporation (“Savitech”) | Forecast | Minimum | ||||
Business Acquisition [Line Items] | ||||
Ownership percentage | 51.00% | |||
Savitech Corporation (“Savitech”) | Forecast | Maximum | ||||
Business Acquisition [Line Items] | ||||
Investment amount | $ 8.6 | |||
Savitech Corporation (“Savitech”) | Selling, General and Administrative | ||||
Business Acquisition [Line Items] | ||||
Acquisition costs | $ 0.1 | |||
Savitech Corporation (“Savitech”) | Tranche One | ||||
Business Acquisition [Line Items] | ||||
Investment amount | $ 5.6 | |||
Savitech Corporation (“Savitech”) | Tranche Two | Forecast | Maximum | ||||
Business Acquisition [Line Items] | ||||
Investment amount | $ 7.3 | |||
Wafer Fabrication Facility ("GFAB") | ||||
Business Acquisition [Line Items] | ||||
Business acquisition aggregate consideration | $ 33.2 | |||
Acquisition date | Apr. 1, 2019 | |||
Wafer Fabrication Facility ("GFAB") | Selling, General and Administrative | ||||
Business Acquisition [Line Items] | ||||
Acquisition costs | $ 0.6 |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair Value of Assets and Liabilities Related to Acquisition Recorded in Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 04, 2020 | Dec. 31, 2019 | Apr. 01, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 149,666 | $ 141,318 | ||
Savitech Acquisition | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 6,200 | |||
Prepaid expenses and other | 700 | |||
Goodwill | 10,800 | |||
Intangible assets, net | 6,100 | |||
Other long-term assets | 300 | |||
Accrued liabilities and other | 400 | |||
Other long-term liabilities | 7,300 | |||
Noncontrolling interest | $ 10,800 | |||
Wafer Fabrication Facility ("GFAB") | ||||
Business Acquisition [Line Items] | ||||
Property, plant and equipment, net | $ 24,400 | |||
Inventories | 3,600 | |||
Prepaid expenses and other | 5,200 | |||
Goodwill | 900 | |||
Deferred tax liabilities | $ 1,000 |