Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 02, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document type | 10-K | ||
Document period end date | Dec. 31, 2021 | ||
Amendment flag | false | ||
Entity registrant name | DIODES INC /DEL/ | ||
Entity central index key | 0000029002 | ||
Entity Current Reporting Status | Yes | ||
Entity voluntary filers | No | ||
Current fiscal year end date | --12-31 | ||
Entity filer category | Large Accelerated Filer | ||
Entity well known seasoned issuer | Yes | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity common stock shares outstanding | 45,021,650 | ||
Entity public float | $ 3.5 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | DIOD | ||
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 $0.66 2/3 | ||
Security Exchange Name | NASDAQ | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | Moss Adams LLP | ||
Auditor Location | Los Angeles, California | ||
Auditor Firm ID | 659 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be filed with the United States Securities and Exchange Commission (“SEC”) pursuant to Regulation 14A in connection with the 2020 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report. The proxy statement will be filed with the SEC not later than 120 days after the registrant’s fiscal year ended December 31, 2021. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 363,599 | $ 268,065 |
Restricted cash | 3,219 | 52,464 |
Short-term investments | 6,542 | 6,142 |
Accounts receivable, net of allowances of $4,324 and $3,806 at December 31, 2021 and 2020, respectively | 358,496 | 320,061 |
Inventories | 348,622 | 307,062 |
Prepaid expenses and other current assets | 107,194 | 70,193 |
Total current assets | 1,187,672 | 1,023,987 |
Property, plant and equipment, net | 582,079 | 530,815 |
Deferred income tax | 21,256 | 57,841 |
Goodwill | 149,890 | 158,331 |
Intangible assets, net | 94,550 | 110,591 |
Other long-term assets | 159,048 | 97,892 |
Total assets | 2,194,495 | 1,979,457 |
Current liabilities: | ||
Line of credit | 18,068 | 140,563 |
Accounts payable | 221,254 | 168,045 |
Accrued liabilities | 184,649 | 160,117 |
Income tax payable | 29,682 | 19,177 |
Current portion of long-term debt | 17,381 | 21,860 |
Total current liabilities | 471,034 | 509,762 |
Long-term debt, net of current portion | 265,574 | 288,179 |
Deferred tax liabilities | 32,230 | 34,598 |
Other long-term liabilities | 122,933 | 130,795 |
Total liabilities | 891,771 | 963,334 |
Commitments and contingencies (See Note 17) | ||
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; 45,017,774 and 44,276,194, issued and outstanding at December 31, 2021 and 2020, respectively | 36,195 | 35,692 |
Additional paid-in capital | 471,649 | 449,598 |
Retained earnings | 1,116,809 | 888,046 |
Treasury stock, at cost; 9,272,513 and 9,259,858, issued and outstanding at December 31, 2021 and 2020, respectively | (336,894) | (335,910) |
Accumulated other comprehensive loss | (50,517) | (73,606) |
Total stockholders' equity | 1,237,242 | 963,820 |
Noncontrolling interest | 65,482 | 52,303 |
Total equity | 1,302,724 | 1,016,123 |
Total liabilities and stockholders' equity | $ 2,194,495 | $ 1,979,457 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 4,324 | $ 3,806 |
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 | 45,017,774 | 44,276,194 |
Common stock shares outstanding | 45,017,774 | 44,276,194 |
Treasury stock, at cost, issued | 9,272,513 | 9,259,858 |
Treasury stock, at cost, outstanding | 9,272,513 | 9,259,858 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Net sales | $ 1,805,162 | $ 1,229,215 | $ 1,249,130 |
Cost of goods sold | 1,134,802 | 798,094 | 783,323 |
Gross profit | 670,360 | 431,121 | 465,807 |
Operating expenses | |||
Selling, general and administrative | 257,710 | 185,067 | 181,343 |
Research and development | 119,200 | 94,288 | 88,517 |
Amortization of acquisition-related intangible assets | 16,216 | 16,261 | 18,041 |
Loss (gain) on disposal of fixed assets | 246 | 106 | (24,429) |
Other operating expense | 1,003 | 1,067 | 1,727 |
Total operating expenses | 394,375 | 296,789 | 265,199 |
Income from operations | 275,985 | 134,332 | 200,608 |
Other income (expense) | |||
Interest income | 3,139 | 1,066 | 2,189 |
Interest expense | (7,491) | (11,662) | (7,893) |
Foreign currency loss, net | (2,107) | (9,814) | (3,737) |
Unrealized gain on investments | 28,018 | 2,083 | |
Other income | 17,551 | 4,336 | 7,079 |
Total other income (expense) | 39,110 | (13,991) | (2,362) |
Income before income taxes and noncontrolling interest | 315,095 | 120,341 | 198,246 |
Income tax provision | 78,807 | 21,112 | 44,131 |
Net income | 236,288 | 99,229 | 154,115 |
Less: net income attributable to noncontrolling interest | (7,525) | (1,141) | (865) |
Net income attributable to common stockholders | $ 228,763 | $ 98,088 | $ 153,250 |
Earnings per share attributable to common stockholders | |||
Basic | $ 5.11 | $ 1.92 | $ 3.02 |
Diluted | $ 5 | $ 1.88 | $ 2.96 |
Number of shares used in computation | |||
Basic | 44,772 | 51,004 | 50,787 |
Diluted | 45,781 | 52,133 | 51,860 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |||
Net income | $ 236,288 | $ 99,229 | $ 154,115 |
Unrealized gain (loss) on defined benefit plan, net of tax | 7,818 | (3,723) | (4,142) |
Unrealized gain (loss) on hedge instruments, net of tax | 1,417 | (3,183) | (3,652) |
Unrealized foreign currency gain, net of tax | 13,854 | 41,439 | 1,501 |
Comprehensive income | 259,377 | 133,762 | 147,822 |
Less: Comprehensive income attributable to noncontrolling interest | (7,525) | (1,141) | (865) |
Total comprehensive income attributable to common stockholders | $ 251,852 | $ 132,621 | $ 146,957 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive 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 | 147,822 | 153,250 | (6,293) | 146,957 | 865 | |||
Net changes in noncontrolling interests | (475) | (475) | ||||||
Common stock issued for share-based plans | 11,901 | $ 657 | 11,244 | 11,901 | ||||
Common stock issued for share-based plans, shares | 986,000 | |||||||
Share-based compensation | 20,535 | 20,535 | 20,535 | |||||
Tax related to net share settlement | (4,432) | (4,432) | (4,432) | |||||
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 ending at Dec. 31, 2019 | 52,664,000 | (1,457,000) | ||||||
Total comprehensive income | 133,762 | 98,088 | 34,533 | 132,621 | 1,141 | |||
Net changes in noncontrolling interests | 3,578 | (1,225) | (1,225) | 4,803 | ||||
Common stock issued for share-based plans | 6,830 | $ 581 | 6,249 | 6,830 | ||||
Common stock issued for share-based plans, shares | 872,000 | |||||||
Share-based compensation | 24,177 | 24,177 | ||||||
Deferred compensation plan | $ (1,437) | 1,437 | ||||||
Deferred compensation plan, shares | (37,000) | |||||||
Tax related to net share settlement | (8,302) | (8,302) | (8,302) | |||||
Stock buyback | (296,705) | $ (296,705) | (296,705) | |||||
Stock buyback, shares | (7,766,000) | |||||||
BALANCE at Dec. 31, 2020 | $ 1,016,123 | $ 35,692 | $ (335,910) | 449,598 | 888,046 | (73,606) | 963,820 | 52,303 |
Common stock shares ending at Dec. 31, 2020 | 44,276,194 | 53,536,000 | (9,260,000) | |||||
Total comprehensive income | $ 259,377 | 228,763 | 23,089 | 251,852 | 7,525 | |||
Net changes in noncontrolling interests | 5,629 | (25) | (25) | 5,654 | ||||
Common stock issued for share-based plans | 4,337 | $ 503 | 3,834 | 4,337 | ||||
Common stock issued for share-based plans, shares | 754,000 | |||||||
Share-based compensation | 32,081 | 32,081 | 32,081 | |||||
Deferred compensation plan | $ (984) | 984 | ||||||
Deferred compensation plan, shares | (13,000) | |||||||
Tax related to net share settlement | (14,823) | (14,823) | (14,823) | |||||
BALANCE at Dec. 31, 2021 | $ 1,302,724 | $ 36,195 | $ (336,894) | $ 471,649 | $ 1,116,809 | $ (50,517) | $ 1,237,242 | $ 65,482 |
Common stock shares ending at Dec. 31, 2021 | 45,017,774 | 54,290,000 | (9,273,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Activities | |||
Net income | $ 236,288 | $ 99,229 | $ 154,115 |
Adjustments to reconcile net income to net cash provided by operating activities, net of effects of acquisitions: | |||
Depreciation | 106,219 | 91,747 | 91,543 |
Amortization of intangible assets | 16,216 | 16,260 | 18,041 |
Amortization of debt issuance costs | 754 | 1,455 | 521 |
Share-based compensation | 33,205 | 25,260 | 20,535 |
Loss (gain) on disposal of property, plant and equipment | 243 | 119 | (24,429) |
Deferred income taxes | 21,459 | (14,456) | 9,904 |
Investment (gain) | (37,896) | (1,766) | (273) |
Other | 1,239 | 817 | 86 |
Changes in operating assets: | |||
Accounts receivable | (52,721) | (10,501) | (30,775) |
Inventories | (43,038) | (4,560) | (11,325) |
Prepaid expenses and other current assets | (25,445) | (9,067) | (6,630) |
Changes in operating liabilities: | |||
Accounts payable | 55,628 | 7,422 | 3,513 |
Accrued liabilities | 29,352 | (9,198) | 7,369 |
Other liabilities | (1,455) | (2,182) | (2,694) |
Income taxes payable (refundable) | (1,505) | (3,359) | 271 |
Net cash and cash equivalents provided by operating activities | 338,543 | 187,220 | 229,772 |
Investing Activities | |||
Acquisitions, net of cash acquired | (157) | (24,593) | (33,028) |
Purchases of short-term investments | (7,567) | (11,486) | (19,271) |
Sales of short-term investments | 7,328 | 10,277 | 21,847 |
Purchase of equity securities | (15,106) | (6,131) | |
Purchases of property, plant and equipment | (141,195) | (75,813) | (98,505) |
Proceeds from sales of property, plant and equipment | 3,207 | 232 | 29,366 |
Other | 9,261 | 742 | (835) |
Net cash and cash equivalents used by investing activities | (144,229) | (106,772) | (100,426) |
Financing Activities | |||
Advances on lines of credit and short-term debt | 21,862 | 77,483 | 9,954 |
Repayments on lines of credit and short-term debt | (146,372) | (40,498) | (7,362) |
Proceeds from long-term debt | 557,882 | 956,363 | 405,540 |
Repayments of long-term debt | (586,001) | (744,237) | (522,860) |
Debt issuance costs | (673) | (2,477) | (223) |
Repayments of finance lease obligations | (291) | (919) | (1,082) |
Net proceeds from the issuance of common stock | 4,337 | 6,830 | 11,901 |
Capital contribution from noncontrolling interest | 7,803 | 10 | |
Dividend distribution to noncontrolling interest | (2,172) | (2,112) | (3,818) |
Repurchase of common stock | (296,705) | ||
Taxes related to net share settlement | (14,823) | (8,302) | (4,432) |
Other | 7 | 262 | (50) |
Net cash and cash equivalents used by financing activities | (158,441) | (54,302) | (112,432) |
Effect of exchange rate changes on cash and cash equivalents, including restricted cash | 10,416 | 34,876 | 760 |
Increase in cash and cash equivalents, including restricted cash | 46,289 | 61,022 | 17,674 |
Cash and cash equivalents, beginning of year, including restricted cash | 320,529 | 259,507 | 241,833 |
Cash and cash equivalents, end of year, including restricted cash | 366,818 | 320,529 | 259,507 |
Cash paid during the year for: | |||
Interest | 6,944 | 10,219 | 7,235 |
Income taxes | 56,077 | 47,891 | 37,158 |
Non-cash activities: | |||
Accounts payable balance related to the purchase of property, plant and equipment | $ 24,256 | $ 7,297 | $ 10,167 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 363,599 | $ 268,065 | $ 258,390 |
Restricted cash (included in other current assets) | 3,219 | 52,464 | 1,117 |
Total cash, cash equivalents and restricted cash | $ 366,818 | $ 320,529 | $ 259,507 |
Summary of Operations and Signi
Summary of Operations and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Operations and Significant Accounting Policies | Note 1 – Summary of Operations and Significant Accounting Policies Nature of operations Diodes Incorporated, together with its subsidiaries (collectively the “Company,” “we” or “our”(Nasdaq: DIOD)), a Standard and Poor's Smallcap 600 and Russell 3000 Index company, 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. Diodes serves the consumer electronics, computing, communications, industrial, and automotive markets. The Company's products include diodes; rectifiers; transistors; MOSFETs; GPP bridges; GPP rectifiers; 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, voltage references along with special-function devices, such as USB power switches, load switches, voltage supervisors, and motor controllers. The Company also has timing, connectivity, switching, and signal integrity solutions for high-speed signals. The Company's corporate headquarters and Americas’ sales offices are located in Plano, Texas, and Milpitas, California, respectively. Design, marketing, and engineering centers are located in Plano; Milpitas; Taipei, Taoyuan City, Zhubei City, Taiwan; Shanghai, Yangzhou, China; Oldham, England; and Neuhaus, Germany. The Company's wafer fabrication facilities are located in Oldham, England; Greenock, Scotland; and Shanghai and Wuxi, China; and Keelung and Hsinchu, Taiwan. The Company has assembly and test facilities located in Shanghai, Jinan, Chengdu, and Wuxi, China; Neuhaus, Germany; and Jhongli and Keelung, Taiwan. Additional engineering, sales, warehouse, and logistics offices are located in Taipei, Taiwan; Hong Kong; Oldham, England; Shanghai, Shenzhen, Wuhan, and Yangzhou, China; Seongnam-si, South Korea; and Munich, Frankfurt, Germany; with support offices throughout the world. • The company’s manufacturing facilities have achieved certifications in the internationally recognized standards of ISO 9001:2015, ISO 14001:2015, and, for automotive products, IATF 16949:2016; • Diodes Incorporated is also C-TPAT certified; and • These Quality Awards reflect the superior quality-control techniques established at Diodes Incorporated and further enhance our credibility as a vendor-of-choice to OEMs increasingly concerned with quality and consistency. Our market focus is on high-growth, end-user applications in the following areas: • Automotive: connected driving, comfort/style/safety, and electrification/powertrain; • Industrial: embedded systems, precision controls, and Industrial IoT; • Consumer: IoT, wearables, home automation, and smart infrastructure; • Communications: smart phones, 5G networks, advanced protocols, and charging solutions; and • Computing: cloud computing including server, storage, and data center applications. Significant Accounting Policies Principles of consolidation – The consolidated financial statements include the accounts of Diodes Incorporated, its wholly-owned subsidiaries and its controlled majority-owned subsidiaries. We account for equity investments in companies over which we have the ability to exercise significant influence, but do not hold a controlling interest, under the equity method, and we record our proportionate share of income or losses in Interest and other, net in the consolidated statements of income. All significant intercompany balances and transactions have been eliminated. Use of estimates – The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires that management make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. Actual results may differ from these estimates in amounts that may be material to the consolidated financial statements and accompanying notes. Revenue recognition – We apply the provisions of Accounting Standards Codification ("ASC") 606 in our revenue recognition practices. ASC 606 defines a performance obligation as a promise in a contract to transfer a distinct good or service to the customer, and under ASC 606 is the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Generally speaking, our performance obligations represent a promise to transfer various semiconductor products, and have the same pattern of revenue recognition. Our performance obligations are satisfied at either a point in time, or over time as work progresses. The vast majority of our revenue from products and services is accounted for at a point in time. Substantially all of our revenue in direct and Distributor sales is recognized at a point in time. Further, the payment terms on our sales are based on negotiations with our customers. Our customers can order different types of semiconductors in a single contract (purchase order), and each line on a purchase order represents a separate performance obligation. Depending on the terms of an arrangement, we may also be responsible for shipping and handling activities. We have elected to account for shipping and handling as activities to fulfill our promise to transfer the good(s). As such, shipping and handling activities do not represent a separate performance obligation, and are accrued as a fulfillment cost. Further, although we offer warranties on our products, our warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations; therefore, the primary performance obligation in the majority of our contracts is the delivery of a specific good through the purchase order submitted by our customer. We record allowances/reserves for a number of items. The following items are the largest dollar items for which we record allowances/reserves, with ship and debit making up the vast majority: (i) ship and debit, which arise when we issue credit to certain distributors upon their shipments to their end customers; (ii) stock rotation, which are contractual obligations that permit certain distributors, up to four times a year, to return a portion of their inventory based on historical shipments to them in exchange for an equal and offsetting order; and (iii) price protection, which arise when market conditions cause average selling prices to decrease and we issue credit to certain distributors on their inventory. Ship and debit reserves are recorded as a reduction to net sales with a corresponding reduction to accounts receivable. Stock rotation reserves and price protection reserves are recorded as a reduction to net sales with a corresponding increase in accrued liabilities. We also assess our customer’s ability and intention to pay, which is based on a variety of factors including our customer’s historical payment experience, their financial condition and the condition of the global economy and financial markets. Payment terms and conditions typically vary depending on negotiations with the customer. Net sales are reduced in the period of sale for estimates of product returns and other allowances including distributor adjustments, which were approximatel y $ 220.3 milli on, $ 194.7 million and $ 163.9 million in 2021, 2020 and 2019, respectively. Product warranty – We generally warrant our products for a period of one year from the date of sale. Historically, warranty expense has not been material. Cash, cash equivalents, and short-term investments – We consider all highly liquid investments with maturity of three months or less at the date of purchase to be cash equivalents. We currently maintain substantially all of our day-to-day operating cash balances with major financial institutions. We hold short-term investments consisting of time deposits, which are highly liquid with maturity dates greater than three months at the date of purchase. Generally, we can access these investments in a relatively short amount of time but in doing so we generally forfeit a portion of interest income. See Note 3 below for additional information regarding fair value of financial instruments. Allowance for doubtful accounts – We evaluate the collectability of our accounts receivable based upon a combination of factors, including the current business environment and historical experience. If we are aware of a customer’s inability to meet its financial obligations, we record an allowance to reduce the receivable to the amount we reasonably believe will be collected from the customer. For all other customers, we record an allowance based upon the amount of time the receivables are past due. If actual accounts receivable collections differ from these estimates, an adjustment to the allowance may be necessary with a resulting effect on operating expense. Accounts receivable are presented net of valuation allowance, which were approxim ately $ 4.3 million at December 31, 2021 and $ 3.8 million at December 31, 2020. Inventories – Inventories are stated at the lower of cost or net realizable value. Cost is determined principally by the first-in, first-out method. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. Any write-down of inventory to the lower of cost or net realizable value at the close of a fiscal period creates a new cost basis that subsequently would not be marked up based on changes in underlying facts and circumstances. On an on-going basis, we evaluate inventory for obsolescence and slow-moving items. This evaluation includes analysis of sales levels, sales projections, and purchases by item, as well as raw material usage related to our manufacturing facilities. If our review indicates a reduction in utility below carrying value, we reduce inventory to a new cost basis. If future demand or market conditions are different than our current estimates, an inventory adjustment to write down inventory may be required, and would be reflected in cost of goods sold in the period the revision is made. Property, plant and equipment – Purchased property, plant and equipment is recorded at historical cost, and property, plant and equipment acquired in a business combination is recorded at fair value on the date of acquisition. Property, plant and equipment is depreciated using straight-line methods over the estimated useful lives, which range from 20 to 55 years for buildings and 3 to 10 years for machinery and equipment. The estimated lives of leasehold improvements range from 3 to 5 years , and are amortized over the shorter of the remaining lease term or their estimated useful lives. Goodwill and other indefinite lived intangible assets – Goodwill and indefinite lived assets are tested for impairment on an annual basis or when an event or changes in circumstances indicate that its carrying value may not be recoverable. Goodwill impairment is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. Diodes has one operating segment. No goodwill impairment occurred in 2021, 2020, or 2019. Goodwill is reviewed for impairment using either a qualitative assessment or a quantitative goodwill impairment test. If we choose to perform a qualitative assessment and determine the fair value more likely than not exceeds the carrying value, no further evaluation is necessary. When we perform the quantitative goodwill impairment test, we compare fair value to carrying value, which includes goodwill. If fair value exceeds carrying value, the goodwill is not considered impaired. If the carrying value is higher than the fair value, the difference would be recognized as an impairment loss. Impairment of long-lived assets – Our long-lived assets are reviewed whenever events or changes in circumstances indicate that the carrying value may not be recoverable . We consider assets to be impaired if the carrying value exceeds the undiscounted projected cash flows from operations. If impairment exists, the assets are written down to fair value or to the projected discounted cash flows from related operations. As of December 31, 2021, we expect the remaining carrying value of assets to be recoverable. Business combinations – We account for acquired businesses using the acquisition method of accounting, which requires that once control of a business is obtained, 100 % of the assets acquired and liabilities assumed, including amounts attributed to noncontrolling interests, be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. For significant acquisitions we may use independent third-party valuation specialists to assist us in determining the fair value of assets acquired and liabilities assumed. Significant judgment is often required in estimating the fair value of assets acquired and liabilities assumed. The Company makes estimates and assumptions about conditions of the assets, other costs not captured in the base costs, and consideration for entrepreneurial profit, depreciation, functional obsolescence, and economic obsolescence allocated to the various property, plant and equipment categories considering the perspective of marketplace participants. While management believes those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions, which could result in subsequent impairments. During the normal course of business the Company pursues acquisitions. See Note 19 for additional information regarding business acquisitions. Equity investments – We regularly invest in equity securities of public and private companies to promote business and strategic objectives. Equity investments are measured and recorded as follows: Marketable equity securities are equity securities with readily determinable fair value ("RDFV") that are measured and recorded at fair value on a recurring basis with changes in fair value, whether realized or unrealized, recorded through the income statement. Non-marketable equity securities are equity securities without RDFV that are measured and recorded using a measurement alternative that measures the security at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. Equity-method investments are equity securities in investees we do not control but over which we have the ability to exercise significant influence. Equity method investments are measured at cost minus impairment, if any, plus or minus our share of equity method investee income or loss. Our proportionate share of the income or loss from equity method investments is typically recognized on a one-quarter lag. Income taxes – Income taxes are accounted for using an asset and liability approach whereby deferred tax assets and liabilities are recorded for differences in the financial reporting bases and tax bases of our assets and liabilities. If it is more likely than not that some portion of deferred tax assets will not be realized, a valuation allowance is recorded. GAAP prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Tax positions shall initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and all relevant facts. All deferred income taxes are classified as noncurrent assets or noncurrent liabilities on the consolidated balance sheet as of December 31, 2021 and 2020, respectively. Research and development costs – Internally-developed research and development costs are expensed as incurred. Acquired in-process research and development (“IPR&D”) is capitalized as an indefinite-lived intangible asset and evaluated periodically for impairment. When the project is completed, an expected life is determined and the IPR&D is amortized as an expense over the expected life. Shipping and handling costs – Shipping and handling costs for products shipped to customers, which are included in selling, general and administrative expenses, were approximately $ 24.1 million, $ 16.6 million and $ 13.9 million for the twelve months ended December 31, 2021, 2020 and 2019, respectively. Concentration of credit risk – Financial instruments, which potentially subject us to concentrations of credit risk, include trade accounts receivable. Credit risk is limited by the dispersion of our customers over various geographic areas, operating primarily in electronics manufacturing and distribution. We perform a credit evaluation of new customers and monitor the accounts receivable aging of our existing customers. Generally we require no collateral from our customers and historically credit losses have been insignificant. We currently maintain substantially all of our day-to-day cash balances and short-term investments with major financial institutions. Cash balances are usually in excess of Federal and/or foreign deposit insurance limits. Valuation of financial instruments – The carrying value of our financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, accounts payable, credit line, and long-term debt approximate fair value due to their current market conditions, maturity dates and other factors. Share-based compensation – We use the Black-Scholes-Merton model to determine the fair value of stock options on the date of grant and recognize compensation expense for stock options on a straight-line basis. Restricted stock grants are measured based on the fair market value of the underlying stock on the date of grant and compensation expense is recognized on a straight-line basis over the requisite four-year service period. Performance stock units 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 performance period, with adjustments made to the expense to recognize the probable payout percentage. The amount of compensation expense recognized using the Black-Scholes-Merton model requires us to exercise judgment and make assumptions relating to the factors that determine the fair value of our stock option grants. The fair value calculated by this model is a function of several factors, including the grant price, the expected future volatility, the expected term of the option and the risk-free interest rate of the option. The expected term and expected future volatility of the options require judgment. In addition, we estimate the expected forfeiture rate and only recognize expense for those stock options expected to vest. We estimate the forfeiture rate based on historical experience, and to the extent our actual forfeiture rate is different from our estimate, share-based compensation expense is adjusted accordingly. Treasury stock – We currently have no program authorized by our board of directors to purchase shares of our common stock. Shares than have been previously acquired recorded as treasury stock, at cost, the measurement date of cost being date of purchase, as a reduction to stockholder’ equity. During the fourth quarter of 2020, as part of the Lite-On Semiconductor acquisition, the Company reacquired 7,765,778 shares of its Common Stock. Functional currencies and foreign currency translation – We translate the assets and liabilities of our non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates on the balance sheet date. Net sales and expense for these subsidiaries are translated at the weighted-average exchange rate during the period presented. Resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income or loss within stockholders’ equity in the consolidated balance sheets. Included in other income are foreign exchange losses of approximately $ 2.1 million for the twelve months ended December 31, 2021, approximately $ 9.8 million for the twelve months ended December 31, 2020, and approximately $ 3.7 million for the twelve months ended December 31, 2019. Defined benefit plan – We maintain plans covering certain of our employees in the U.K. The overfunded or underfunded status of pension and postretirement benefit plans are recognized on the balance sheet. Actuarial gains and losses, and prior service costs or credits, are recognized in other comprehensive income (loss), net of tax effects, until they are amortized as a component of net periodic benefit cost. For financial reporting purposes, the net pension and supplemental retirement benefit obligations and the related periodic pension costs are calculated based upon, among other things, assumptions of the discount rate for plan obligations, estimated return on pension plan assets and mortality rates. These obligations and related periodic costs are measured using actuarial techniques and assumptions. The projected unit credit method is the actuarial cost method used to compute the pension liabilities and related expenses. The expected long-term return on plan assets was determined based on historical and expected future returns of the various asset classes. The plan’s investment policy includes a mandate to diversify assets and invest in a variety of asset classes to achieve its expected long-term return and is currently invested in a variety of funds representing most standard equity and debt security classes. Trustees of the plan may make changes at any time. As part of the LSC acquisition we have assumed the liability associated with a defined benefit plan for certain LSC employees. The net liability assumed was approximately $ 4.7 million, as of December 31, 2020. Noncontrolling interest - Noncontrolling interest primarily relates to the minority investors’ share of the earnings of certain China and Taiwan subsidiaries. Noncontrolling interests are a separate component of equity and not a liability. Increases or decreases in noncontrolling interest, due to changes in our ownership interest of the subsidiaries that leave control intact, are recorded as equity transactions. The noncontrolling interest in our subsidiaries and their equity balances are reported separately in the consolidated financial statements, and activities of these subsidiaries are included therein. Contingencies – From time to time, we may be involved in a variety of legal matters that arise in the normal course of business. Based on information available, we evaluate the likelihood of potential outcomes. We record and disclose the appropriate liability when the amount is deemed probable and reasonably estimable. In addition, we do not accrue for estimated legal fees and other directly related costs as they are expensed as incurred. Comprehensive income (loss) – GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as separate components of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income or loss. The components of accumulated other comprehensive income or loss include foreign currency translation adjustments and unrealized gain or loss on defined benefit plan. Accumulated other comprehensive loss was approximately $ 50.5 million, $ 73.6 million and $ 108.1 million at December 31, 2021, 2020 and 2019, respectively. As of December 31, the accumulated balance for each component of comprehensive income is as follows: 2021 2020 Unrealized foreign currency losses $ ( 7,760 ) $ ( 21,614 ) Unrealized gain on cross currency and interest rate swaps, net of tax $ ( 2,157 ) $ ( 3,574 ) Unrealized loss on defined benefit plan $ ( 40,600 ) $ ( 48,418 ) Reclassifications – Certain immaterial amounts from prior periods have been reclassified to conform to the current years’ presentation. Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued the following Accounting Standards Updates (“ASU”) which could have potential impact to the Company’s financial statements: In November 2021, the FASB issued ASU No. 2021-10 Government Assistance (Topic 832) , Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The new standard is effective for the Company on January 1, 2022 and only impacts annual financial statement footnote disclosures. The adoption will not have a material effect on our consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848) . ASU No. 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU No. 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the second quarter of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 2 – Earnings per Share Basic earnings per share is calculated by dividing net earnings attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated similarly but includes potential dilution from the exercise of stock options and stock awards, except when the effect would be anti-dilutive. Earnings per share are computed using the “treasury stock method.” Twelve Months Ended December 31, 2021 2020 2019 Earnings (numerator) Net income (loss) attributable to common stockholders $ 228,763 $ 98,088 $ 153,250 Shares (denominator) Weighted average common shares outstanding (basic) 44,772 51,004 50,787 Dilutive effect of stock options and stock awards outstanding 1,009 1,129 1,073 Adjusted weighted average common shares outstanding (diluted) 45,781 52,133 51,860 Earnings (loss) per share attributable to common Basic $ 5.11 $ 1.92 $ 3.02 Diluted $ 5.00 $ 1.88 $ 2.96 Stock options and stock awards excluded from EPS 1 - - |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3 – Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We use valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement costs). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. These two types of inputs create a three-tier fair value hierarchy that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (for example, interest rates, volatilities, prepayment speeds, loss severities, credit risks and default rates) or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs - Significant unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities. As of December 31, 2021, we had short-term and long-term investments. Long-term investments are included with Other long-term assets on the consolidated balance sheet. Trading securities held at December 31, 2021, were purchased on the open market and unrealized gains and losses are included in Other income (expense). The trading securities are valued under the fair value hierarchy using Level 1 Inputs. Short-term investments consist of investments such as time deposits, which are highly liquid with maturity dates greater than three months at the date of purchase. Generally, we can access these short-term investments in a relatively short amount of time but in doing so we generally forfeit a portion of earned and future interest income. Long-term investments consist of certain equity securities acquired as part of the LSC acquisition. Deferred compensation investments consist of the Company’s stock, mutual funds and cash. See Note 13 for additional information related to our deferred compensation program and Note 18 for additional information related to our interest rate swaps and foreign currency hedges. The short-term investments, long-term investments and deferred compensation investments are valued under the fair value hierarchy using Level 1 and Level 2 Inputs. Financial assets and liabilities carried at fair value as of December 31, 2021, are classified in the following table: Description Fair Market Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Changes in Fair Values Included in Current Period Earnings Short-term investments $ 6,542 $ 6,542 $ - $ - $ - Long-term investments 47,001 47,001 - - 28,018 Cross-currency swap liability 1,330 - 1,330 - - Deferred compensation investments 15,483 904 14,579 - 1,527 Financial assets and liabilities carried at fair value as of December 31, 2020 are classified in the following table: Description Fair Market Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Changes in Fair Values Included in Current Period Earnings Short-term investments $ 6,142 $ 6,142 $ - $ - $ - Long-term investments 18,295 18,295 - - 2,083 Cross-currency swap liability 2,305 - 2,305 - - Interest-rate swap liability 1,626 - 1,626 - - Deferred compensation investments 12,829 691 12,138 - 3,142 Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). We believe our long-term debt under our revolving credit facility approximates fair value and is valued under the fair value hierarchy using Level 2 Inputs. Financial assets and financial liabilities measured at fair value on a non-recurring basis were not significant at December 31, 2021 and 2020. We also are responsible for a pension plan in the U.K. that holds investments carried at fair value. See Note 13 for additional information related to these pension plan investments. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4 – Inventories Inventories, stated at the lower of cost or market value, at December 31 were: 2021 2020 Finished goods $ 108,557 $ 85,506 Work-in-progress 81,784 73,466 Raw materials 158,281 148,090 $ 348,622 $ 307,062 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 5 – Property, Plant and Equipment Property, plant and equipment at December 31 were: 2021 2020 Buildings and leasehold improvements $ 276,958 $ 267,700 Machinery and equipment 962,597 942,405 1,239,555 1,210,105 Less: Accumulated depreciation and amortization ( 836,364 ) ( 791,348 ) 403,191 418,757 Construction in-progress 111,987 45,060 Land 66,901 66,998 $ 582,079 $ 530,815 Depreciation and amortization of property, plant and equipment was $ 106.2 million, $ 91.7 million and $ 91.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. During the fourth quarter of 2019 the Company recorded a $ 24.3 million gain realized upon selling land. The land was acquired in a previous period in anticipation of building a new corporate headquarters building. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Note 6 – Intangible Assets Intangible assets subject to amortization at December 31 were as follows: December 31, 2021 Intangible Assets Useful life Gross Carrying Amount Accumulated Amortization Currency Exchange Net Amortized intangible assets Patents 5 - 15 years $ 16,040 $ ( 15,242 ) $ ( 97 ) $ 701 Developed product technology 2 - 10 years 166,819 ( 100,248 ) ( 5,736 ) 60,835 Customer relationships 7 - 12 years 62,093 ( 38,760 ) ( 1,688 ) 21,645 Software license and other 3 - 4 years 2,743 ( 2,677 ) ( 61 ) 5 Total amortized intangible assets 247,695 ( 156,927 ) ( 7,582 ) 83,186 Intangible assets with indefinite lives In process research and development Indefinite 2,061 - - 2,061 Trademarks and trade names Indefinite 10,303 - ( 1,000 ) 9,303 Total Intangible assets with indefinite lives 12,364 - ( 1,000 ) 11,364 Total intangible assets $ 260,059 $ ( 156,927 ) $ ( 8,582 ) $ 94,550 December 31, 2020 Intangible Assets Useful life Gross Carrying Amount Accumulated Amortization Currency Exchange Net Amortized intangible assets Patents 5 - 15 years $ 13,040 $ ( 11,409 ) $ ( 139 ) $ 1,492 Developed product technology 2 - 10 years 164,300 ( 89,027 ) ( 5,891 ) 69,382 Customer relationships 7 - 12 years 62,093 ( 34,597 ) ( 1,688 ) 25,808 Software license and other 3 - 4 years 5,743 ( 5,677 ) ( 63 ) 3 Total amortized intangible assets 245,176 ( 140,710 ) ( 7,781 ) 96,685 Intangible assets with indefinite lives In process research and development Indefinite 4,580 - - 4,580 Trademarks and trade names Indefinite 10,303 - ( 977 ) 9,326 Total Intangible assets with indefinite lives 14,883 - ( 977 ) 13,906 Total intangible assets $ 260,059 $ ( 140,710 ) $ ( 8,758 ) $ 110,591 Amortization expense related to intangible assets subject to amortization was $ 16.2 million, $ 16.3 million and $ 18.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. In process research and development is transferred to amortized intangible assets at the time the product becomes viable. The weighted amortization period for intangible assets subject to amortization is 9.9 years. The schedule below sets future amortization expense of our currently owned intangible assets: 2022 $ 15,531 2023 14,976 2024 14,616 2025 13,618 2026 12,055 2027 and thereafter 12,390 Total $ 83,186 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 7 – Goodwill Changes in goodwill for the years ended December 31, were as follows: Balance at December 31, 2019 $ 141,318 Acquisitions: Savitech 13,962 Foreign currency translation adjustment 3,051 Balance at December 31, 2020 158,331 Acquisitions: Savitech ( 9,152 ) Foreign currency translation adjustment 711 Balance at December 31, 2021 $ 149,890 |
Bank Credit Agreements and Othe
Bank Credit Agreements and Other Short-Term and Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Debt, by Current and Noncurrent [Abstract] | |
Bank Credit Agreements and Other Short-Term and Long-Term Debt | Note 8 – Bank Credit Agreements and Other Short-term and Long-term Debt Short-term debt Our Asia subsidiaries maintain credit facilities with several financial institutions through our foreign entities worldwide totaling $ 122.5 million. Other than two Taiwanese credit facilities that are collateralized by assets, our foreign credit lines are unsecured, uncommitted and contain no restrictive covenants. These credit facilities bear interest at LIBOR or similar indices plus a specified margin. Interest payments are due monthly on outstanding amounts under the credit lines. The unused and available credit under the various facilities as of December 31, 2021, was approximately $ 103.4 million, net of $ 18.1 million advanced under our foreign credit lines, attributable to our 51 % owned subsidiary, Eris Technology Company ("ERIS"), and $ 1.0 million credit used for import and export guarantee. Long-term debt On December 29, 2021, the Company entered into Amendment No. 6 to Second Amended and Restated Credit Agreement, Consent and Incremental Term Assumption Agreement (the “Amendment”) that amends that certain Second Amended and Restated Credit Agreement dated as of May 29, 2020 (as amended, mod ified and/or supplemented from time to time prior to the date of the Amendment, the “Existing Credit Agreement”). Certain capitalized terms used in this description of the Amendment have the meanings given to them in the Amendment or the Existing Credit Agreement. The Amendment amends and modifies the Company’s existing senior credit facilities under the Existing Credit Agreement as follows: (x) increases the revolving senior credit facility (“Revolver”) amount from $ 150.0 million to $ 200.0 million, (y) provides for a new $ 50.0 million tranche of Incremental Term Loans, which were funded in that amount at the closing of the Amendment (and the proceeds of which were applied to repay $ 50.0 million of outstanding borrowings under the Revolving Credit Loans), and (z) reduces the interest rate for a new Pricing Level and unused line fees for certain Pricing Levels. The Amendment contains certain financial and non-financial covenants, including, but not limited to, a maximum Consolidated Leverage Ratio, a minimum Consolidated Fixed Charge Coverage Ratio, and restrictions on liens, indebtedness, investments, fundamental changes, dispositions, and restricted payments (including dividends in excess of $ 25.0 million and share repurchases). These covenants are generally similar to the corresponding covenants in the Existing Credit Agreement, except that certain amounts permitted as exceptions to the negative covenant restricting investments have been increased, and additional exceptions have been added to the negative covenant on indebtedness allowing unsecured Guarantees by the Company of indebtedness of certain of its Subsidiaries relating to securitization transactions and receivables facilities. Furthermore, under the Credit Agreement, restricted payments, including dividends and share repurchases, are permitted in certain circumstances, including while the pro forma Consolidated Leverage Ratio is, both before and after giving effect to any such restricted payment, at least 0.25 to 1.00 less than the maximum permitted under the Credit Agreement. On January 22, 2021 , Diodes Hong Kong Limited, a company incorporated under the laws of Hong Kong and a subsidiary of the Company, entered into a Facility Agreement (the “Facility Agreement”) with The Hongkong and Shanghai Banking Corporation Limited and the other parties identified therein pursuant to which Diodes Hong Kong Limited obtained from the lenders a US Dollar revolving loan facility in an aggregate amount equal to $ 100.0 million. Diodes Hong Kong Limited used a portion of the proceeds from such revolving loan facility (i) to refinance certain existing indebtedness and (ii) to finance working capital requirements and its general corporate purposes. Borrowings outstanding as of December 31, 2021 and December 31, 2020, are set forth in the table below: December 31, Description 2021 2020 Interest Rate Current Amount Maturity Short-term debt $ 18,068 $ 140,567 Various indices plus margin Various during 2022 Long-term debt Notes payable to Bank of Taiwan $ 2,492 $ 4,154 Variable, 1.3% base June 2033 Notes payable to Bank of Taiwan 1,807 $ - 2 year deposit rate floating September 2023 Notes payable to Bank of China Trust Company 16,168 16,714 Taibor 3 month rate + 0.5% May 2024 Notes payable to Bank of China Trust Company 3,614 3,511 Taibor 3 month rate + 0.5% December 2023 Notes payable to E Sun Bank 3,614 3,511 1-M deposit rate plus 0.08% December 2023 Notes payable to E Sun Bank 371 386 1-M deposit rate plus 0.08% June 2027 Notes payable to E Sun Bank 1,771 1,721 1-M deposit rate plus 0.08% June 2030 Term loan and revolver 155,122 282,250 Libor plus margin May 2024 Note payable to HSBC 100,000 - Libor plus margin January 2023 Total long-term debt 284,959 312,247 Less: Current portion of long-term debt ( 17,381 ) ( 21,860 ) Less: Unamortized debt-issuance costs ( 2,004 ) ( 2,208 ) Total long-term debt, net of current portion $ 265,574 $ 288,179 The table below sets forth the annual contractual maturities of long-term debt at December 31, 2021: 2022 $ 17,381 2023 126,526 2024 137,780 2025 498 2026 503 2027 and thereafter 2,271 Total long-term debt $ 284,959 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 9 – 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 table below sets forth the components of lease expense for the years ended December 31: 2021 2020 2019 Operating lease expense $ 16,533 $ 15,111 $ 14,824 Finance lease expense: Amortization of assets 221 836 978 Interest on lease liabilities 1 14 48 Short-term lease expense 954 525 336 Variable lease expense 4,853 2,940 2,663 Total lease expense $ 22,562 $ 19,426 $ 18,849 The table below sets forth supplemental balance sheet information related to leases as of December 31: 2021 2020 Operating leases: Operating lease ROU assets $ 49,703 $ 54,457 Current operating lease liabilities 11,199 10,663 Noncurrent operating lease liabilities 22,291 27,041 Total operating lease liabilities $ 33,490 $ 37,704 Finance leases: Finance lease ROU assets $ 2,561 $ 2,507 Accumulated amortization ( 2,524 ) ( 2,298 ) Finance lease ROU assets, net $ 37 $ 209 Current finance lease liabilities $ 15 $ 149 Non-current finance lease liabilities 23 24 Total finance lease liabilities $ 38 $ 173 Weighted average remaining lease term (in years): Operating leases 6.9 7.6 Finance leases 2.3 0.6 Weighted average discount rate: Operating leases 4.0 % 4.0 % Finance leases 3.7 % 3.1 % The table below sets forth supplemental cash flow and other information related to leases for the twelve months ended December 31: 2021 2020 2019 Cash paid for the amounts included in the measurements of lease liabilities: Operating cash outflows from operating leases $ 24,040 $ 15,943 $ 18,325 Operating cash outflows from finance leases 1 19 48 Financing cash outflow from finance leases 291 919 1,082 ROU assets obtained in exchange for lease liabilities incurred: Operating leases 13,038 6,339 3,956 The table below sets forth information about lease liability maturities: December 31, 2021 Operating Leases Finance Leases 2022 $ 12,285 $ 14 2023 7,145 12 2024 4,349 11 2025 4,205 2 2026 2,774 - 2027 676 - 2028 and thereafter 8,356 - Total lease payments 39,790 39 Less: imputed interest ( 6,300 ) ( 1 ) Total lease obligations 33,490 38 Less: current obligations ( 11,199 ) ( 15 ) Long-term lease obligations $ 22,291 $ 23 |
Accrued Liabilities and Other L
Accrued Liabilities and Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities and Other Long-Term Liabilities | Note 10 – Accrued Liabilities and Other Long-Term Liabilities Accrued liabilities and other current liabilities at December 31 were: 2021 2020 Accrued expenses $ 55,480 $ 73,273 Compensation and payroll taxes 73,124 48,748 Equipment purchases 24,257 7,297 Operating lease 11,199 10,663 Finance lease 15 149 Accrued pricing adjustments 11,401 7,891 Accrued professional services 3,189 3,708 Tax payable - non-income tax related 2,273 7,858 Other 3,711 530 $ 184,649 $ 160,117 Other long-term liabilities at December 31 were: 2021 2020 Accrued defined benefit plan $ 19,606 $ 35,316 Unrecognized tax benefits 29,652 27,965 Operating lease 22,291 27,041 Finance lease 23 24 Deferred grants and subsidy 14,139 11,924 Deferred compensation 20,079 14,833 Tax contingencies 8,787 8,787 Other 8,356 4,905 $ 122,933 $ 130,795 |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Note 11 – Stockholders’ Equity We have never declared or paid cash dividends on our Common Stock. Our U.S. Credit Facility permits us to pay dividends up to $ 25.0 million per fiscal year to its stockholders so long as we have not defaulted under the U.S. Credit Facility at the time of such dividend and no default would result from declaring or paying such dividend. The payment of dividends is within the discretion of our Board of Directors. See Note 8 for additional information regarding our credit agreements. During 2020, in connection with the LSC acquisition, the Company acquired approximately 7.8 million shares of its stock that was owned by LSC. These shares are reflected as treasury stock in the consolidated balance sheet. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 – Income Taxes The table below sets forth our (loss) income before taxes for the years ended December 31: Income (loss) before income taxes 2021 2020 2019 U.S. $ 122,127 $ 45,526 $ 73,352 Foreign 192,968 74,815 124,894 Total $ 315,095 $ 120,341 $ 198,246 The table below sets forth the components of our income tax provision (benefit) for the years ended December 31: 2021 2020 2019 Current tax provision Federal $ 15,691 $ 631 $ 259 Foreign 25,489 17,115 28,829 State ( 17 ) 56 92 41,163 17,802 29,180 Deferred tax provision (benefit) Federal ( 1,116 ) 6,411 886 Foreign 31,222 ( 6,210 ) 11,994 State - 65 30 30,106 266 12,910 Liability for unrecognized tax benefits 7,538 3,044 2,041 Total income tax provision $ 78,807 $ 21,112 $ 44,131 Effective Tax Rate Reconciliation The table below sets forth a reconciliation between the effective tax rate and the statutory tax rates for the years ended December 31: 2021 2020 2019 Percent Percent Percent of pretax of pretax of pretax Amount earnings* Amount earnings* Amount earnings* Federal tax $ 66,170 21.0 $ 25,272 21.0 $ 41,632 21.0 State income taxes, net of federal tax ( 474 ) ( 0.2 ) ( 378 ) ( 0.3 ) 1,389 0.7 Foreign income taxed at different tax rates ( 2,018 ) ( 0.6 ) 81 0.1 ( 5,786 ) ( 2.9 ) U.S. tax impact of foreign operations ( 17,375 ) ( 5.5 ) ( 3,031 ) ( 2.5 ) ( 3,340 ) ( 1.7 ) Foreign withholding taxes 33,175 10.5 ( 1,798 ) ( 1.5 ) 22,685 11.4 Research and development ( 6,310 ) ( 2.0 ) ( 4,210 ) ( 3.5 ) ( 3,686 ) ( 1.9 ) Liability for unrecognized tax benefits 7,538 2.4 3,044 2.5 2,041 1.0 Valuation allowance ( 1,068 ) ( 0.3 ) 2,199 1.8 ( 10,563 ) ( 5.3 ) Employee stock-based compensation ( 812 ) ( 0.3 ) ( 660 ) ( 0.5 ) ( 52 ) - Other ( 19 ) - 593 0.5 ( 189 ) ( 0.1 ) Income tax provision $ 78,807 25.0 $ 21,112 17.5 $ 44,131 22.3 * The sum of the amounts in the table may not equal to the effective tax rate due to rounding. Uncertain Tax Positions In accordance with the provisions related to accounting for uncertainty in income taxes, we recognize the benefit of a tax position if the position is “more likely than not” to prevail upon examination by the relevant tax authority. The table below sets forth a reconciliation of the beginning and ending amount of unrecognized tax benefits: 2021 2020 2019 Balance at January 1, $ 42,466 $ 35,652 $ 32,209 Additions based on tax positions related to the 9,244 7,495 9,274 Additions for prior year tax positions 138 4,952 39 Reductions for prior year tax positions ( 8,470 ) ( 5,633 ) ( 5,870 ) Balance at December 31, $ 43,378 $ 42,466 $ 35,652 If th e $ 43.4 million of unrecognized tax benefits as of December 31, 2021, is recognized, approximately $ 41.3 millio n would affect the effective tax rate. It is reasonably possible that the amount of the unrecognized benefit with respect to certain of our unrecognized tax positions will significantly increase or decrease within the next 12 months. These changes may be the result of settlements of ongoing audits or competent authority proceedings. At this time, an estimate of the range of the reasonably possible outcomes cannot be made. We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations by tax authorities for tax years before 2012 or tax year 2015. We are no longer subject to China income tax examinations by tax authorities for tax years before 2011. With respect to state and local jurisdictions and countries outside of the U.S., with limited exceptions, we are no longer subject to income tax audits for years before 2016. Although the outcome of tax audits is always uncertain, we believe that adequate amounts of tax, interest and penalties, if any, have been provided for in our reserve for any adjustments that may result from future tax audits. We recognize accrued interest and penalties, if any, related to unrecognized tax benefits in interest expense. We had an immaterial amount of accrued interest and penalties at December 31, 2021, 2020 and 2019. Deferred Taxes The table below sets forth our deferred tax assets and liabilities as of December 31: 2021 2020 Deferred tax assets Inventory cost $ 21,692 $ 15,154 Accrued expenses and accounts receivable 5,966 5,294 Research and development tax credits 9,613 15,807 Net operating loss carryforwards 42,068 42,734 Lease obligations 2,050 2,982 Plant, equipment and intangible assets - 162 Accrued pension 3,878 6,386 Share based compensation and others 14,809 8,810 100,076 97,329 Valuation allowances ( 45,232 ) ( 45,591 ) Total deferred tax assets, non-current 54,844 51,738 Deferred tax liabilities Plant, equipment and intangible assets ( 1,330 ) - Right of use assets ( 1,975 ) ( 2,936 ) Outside basis differences and others ( 50,773 ) ( 13,467 ) Total deferred tax liabilities, non-current ( 54,078 ) ( 16,403 ) Net deferred tax assets $ 766 $ 35,335 ASU No. 2013-11 provides that an entity is required to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The $ 11.0 million net deferred tax liabilities presented in the balance sheet as of December 31, 2021, is net of $ 11.7 million of unrecognized tax benefits. The $ 0.8 million and $ 35.3 million net deferred tax asset presented above for December 31, 2021 and 2020, respectively, is prior to the net balance sheet presentation required by ASU 2013-11. At December 31, 2021, we had no federal research credit carryforward and approximately $ 10.0 million of state tax credit and research credit carryforwards, which are available to offset future income tax liabilities. The state tax credit carryforwards will begin to expire in 2021 . Consistent with prior years, we determined that it is more likely than not that our state research credit carryforwards will expire before they are utilized. The valuation allowances recorded against the related deferred tax assets totaled $ 9.0 million as of December 31, 2021 and 2020. At December 31, 2021, we had state net operating loss (“NOL”) carryforwards of approximately $ 1 million, and foreign NOL carryforwards of $ 210 million which are available to offset future taxable income. The state NOL carryforward will begin to expire in 2021 . We determined that it is more likely than not that the state NOL carryforwards will expire before they are fully utilized and recorded a full valuation allowance on the related deferred tax assets. The foreign NOL carryforwards will begin to expire in 2021 . We determined that it is more likely than not that a portion of the foreign NOL carryforwards will expire before they are fully utilized. The valuation allowances recorded against the related deferred tax assets totaled $ 36 million and $ 32 million as of December 31, 2021 and 2020, respectively. Supplemental Information Our undistributed foreign earnings continue to be indefinitely reinvested in foreign operations, with limited exceptions related to earnings of European and Asian subsidiaries. As of December 31, 2021, we had undistributed earnings from non-U.S. operations of approximately $ 1.5 billion (including approximately $ 207 million of restricted earnings, which are not available for dividends). Undistributed earnings of our China subsidiaries comprise $ 449 million of this total. Additional Chinese withholding taxes of approximately $ 45 million would be required should the $ 449 million of such earnings be distributed out of China as dividends. The impact of tax holidays decreased our tax expense by approximately ($ 0.2 ) million, $ 0.9 million and $ 3.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. The benefit of the tax holidays on basic and diluted earnings per share was $ 0.00 , $ 0.02 and $ 0.06 for the twelve months ended December 31, 2021, 2020 and 2019, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 13 – Employee Benefit Plans Defined Benefit Plan In connection with the Zetex acquisition, we adopted a contributory defined benefit plan that covers certain employees in the U.K. The defined benefit plan is closed to new entrants and frozen with respect to future benefit accruals. The retirement benefit is based on the final average compensation and service of each eligible employee. We determined the fair value of the defined benefit plan assets and utilize an annual measurement date of December 31. At subsequent measurement dates, defined benefit plan assets will be determined based on fair value. Defined benefit plan assets consist of a diverse range of listed and unlisted securities including corporate bonds and mutual funds and are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension liability. The net pension and supplemental retirement benefit obligations and the related periodic costs are based on, among other things, assumptions of the discount rate, estimated return on plan assets and mortality rates. These obligations and related periodic costs are measured using actuarial techniques and assumptions. The projected unit credit method is the actuarial cost method used to compute the pension liabilities and related expenses. All unrecognized actuarial gains and losses, prior service costs and accumulated other comprehensive income are eliminated and the balance sheet liability is set equal to the funded status of the defined benefit plan at acquisition date. The table below sets forth net periodic benefit costs of the plan for the twelve months ended December 31: Defined Benefit Plan 2021 2020 Components of net periodic benefit cost: Service cost $ 275 $ 257 Interest cost 2,269 3,035 Recognized actuarial loss 2,959 2,100 Expected return on plan assets ( 7,266 ) ( 7,405 ) Prior service cost 72 56 Net periodic benefit cost $ ( 1,691 ) $ ( 1,957 ) The table below sets forth the benefit obligation, the fair value of plan assets, and the funded status as of December 31: Defined Benefit Plan 2021 2020 Change in benefit obligation: Beginning balance $ 175,292 $ 158,680 Service cost 275 257 Interest cost 2,269 3,027 Actuarial (gain) loss ( 4,893 ) 12,522 Benefits paid ( 4,451 ) ( 4,769 ) Currency changes ( 1,728 ) 5,575 Benefit obligation at December 31 $ 166,764 $ 175,292 Change in plan assets: Beginning balance - fair value $ 147,861 $ 132,621 Employer contribution 3,027 2,822 Actual return on plan assets 10,314 12,535 Benefits paid ( 4,451 ) ( 4,769 ) Currency changes ( 1,722 ) 4,652 Fair value of plan assets at December 31 $ 155,029 $ 147,861 Underfunded status at December 31 $ ( 11,735 ) $ ( 27,431 ) Based on an actuarial study performed as of December 31, 2021, the plan was underfunded by approximately $ 11.7 million and the liability is reflected in our consolidated balance sheets as a noncurrent liability and the amount recognized in accumulated other comprehensive loss was approximately $ 39.4 million. We apply the “10% corridor” approach to amortize unrecognized actuarial gains (losses). Under this approach, only actuarial gains (losses) that exceed 10% of the greater of the projected benefit obligation or the market-related value of the plan assets are amortized. For the twelve months ended December 31, 2021, the plan’s accumulated other comprehensive loss increased by approximately $ 11.0 million. The variance between the actual and expected return to plan assets during 2021 decreased the total unrecognized net loss by approximately $ 3.0 million. The total unrecognized net loss is more than 10% of the projected benefit obligation and 10% of the plan assets. Therefore, the excess amount will be amortized over the average term to retirement of plan participants, not yet in receipt of pension, which as of December 31, 2021, was approximately 8.5 years. The following weighted-average assumptions were used to determine net periodic benefit costs for the twelve months ended December 31: 2021 2020 Discount rate 1.9 % 1.3 % Expected long-term return on plan assets 5.3 % 4.9 % The following weighted-average assumption was used to determine the benefit obligations at December 31: 2021 2020 Discount rate 1.9 % 1.3 % The expected long-term return on plan assets was determined based on historical and expected future returns of the various asset classes. The plan’s investment policy includes a mandate to diversify assets and invest in a variety of asset classes to achieve its expected long-term return and is currently invested in a variety of funds representing most standard equity and debt security classes. Trustees of the plan may make changes at any time. The table below sets forth the plan asset allocations of the assets in the plan and expected long-term return by asset category: Asset category Expected long-term Asset allocation Growth assets 7.0 % 70 % Hedging assets 1.2 % 28 % Cash 0.3 % 2 % Benefit plan payments are primarily made from funded benefit plan trusts and current assets. The table below sets forth the expected future benefit payments, including future benefit accrual, as of December 31, 2021: 2022 $ 4,942 2023 5,354 2024 5,725 2025 5,816 2026 5,946 2027-2031 32,224 The trustees are required to review the funding position every three years. An actuarial valuation was performed as of March 31, 2019, resulting in a deficit of approximately GBP 26.7 million (approximately $ 34.7 million based on a GBP: USD exchange rate of 1 :1.3). As a result of this valuation we have agreed to a revised schedule of contributions of GBP 2.0 million (approximately $ 2.6 million based on a GBP: USD exchange rate of 1 :1.3 ) to be paid in annual installments with effect from April 1, 2020 to address the deficit revealed by the valuation (with the first payment made by March 31, 2021, and payments to be made by December 31 each year thereafter). These contributions, together with the assumed asset outperformance, are expected to eliminate the deficit by December 31, 2028. Further, we will pay GBP 0.2 million in annual installments effective April 1, 2020 to cover expenses. The defined benefit plan’s investment strategy is to invest 65 % in growth strategy assets and 35 % in hedging strategy assets. The growth strategy consists of a highly diversified set of assets, and the hedging component is designed to hedge a significant proportion of the plan’s interest and inflation rate risks. The overall strategy is designed to return a long-term return of 2.6 % p.a. above the liability benchmark which is broadly equal to changes in the plan’s liabilities. The plan’s trustees appoint fund managers to carry out all the day-to-day functions relating to the management of the fund and its administration. The fund managers must invest their portion of the plan’s assets in accordance with their investment manager agreement agreed by the trustees. The trustees are responsible for agreeing these investment manager agreements and for deciding on the portion of the plan’s assets that will be invested with each fund manager. When making decisions, the trustees take advice from experts including the plan’s actuary and also have the option to consult with the Company. The following table summarizes the major categories of the plan assets: December 31, 2021 Asset category Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 9,685 $ - $ - $ 9,685 Equity securities: U.K. - 1,982 - 1,982 Overseas equities - 46,447 - 46,447 Emerging markets - 11,662 - 11,662 Fixed income securities: Government bonds - 6,289 - 6,289 Non-government bonds - 7,702 - 7,702 Other types of investments Hedge funds - 19,208 - 19,208 Property - - - - Liability-driven investments - 46,463 - 46,463 Commodities - 5,581 - 5,581 Other - 10 - 10 Total $ 9,685 $ 145,344 $ - $ 155,029 Fair value is taken to mean the bid value of securities, as supplied by the fund managers. All the plan’s securities are highly liquid. The plan does not hold any Level 3 securities. See Note 3 for additional information regarding fair value and Levels 1, 2 and 3. The investment manager agreements require the fund managers to invest in a diverse range of stocks and bonds across each particular asset class. The stocks held by the plan in a particular asset class should therefore match closely the underlying stocks in the relevant index. We believe that this leads to minimal concentration of risk within each asset class; although we recognize that some asset classes are inherently more risky than others. We also have pension plans in Asia for which the benefit obligation, fair value of the plan assets and the funded status amounts are immaterial and therefore, not included in the amounts or assumptions above. As of December 31, 2021 and 2020, the Company has recorded a net liability of $ 6.3 million and $ 6.2 million, respectively, related to these defined benefit plans in Asia. 401(k) Retirement Plan We maintain a 401(k) retirement plan (the “Plan”) for the benefit of qualified employees at our U.S. locations. Employees who participate may elect to make salary deferral contributions to the Plan up to 100 % of the employees’ eligible payroll subject to annual Internal Revenue Code maximum limitations. We currently make a matching contribution of $ 1 for every $ 2 contributed by the participant up to 6 % ( 3 % maximum matching) of the participant’s eligible payroll, which vests over an initial four years . In addition, we may make a discretionary contribution to the entire qualified employee pool, in accordance with the Plan. As stipulated by the regulations of China, we maintain a retirement plan pursuant to the local municipal government for the employees in China. We are required to make contributions to the retirement plan at a rate between 10 % and 22 % of the employee’s eligible payroll. Pursuant to the Taiwan Labor Standard Law and Factory Law, we maintain a retirement plan for the employees in Taiwan, whereby we make contributions at a rate of 6 % of the employee’s eligible payroll. For the years ended December 31, 2021, 2020 and 2019, total amounts expensed under these plans were approximately $ 21.7 million, $ 10.2 million and $ 16.3 million, respectively. Deferred Compensation Plan We maintain a Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) for executive officers, key employees and members of the Board of Directors. The 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 December 31, 2021 and December 31, 2020, these investments totaled approximately $ 15.5 million and $ 12.8 million, respectively. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Share-Based Compensation | Note 14 – Share-Based Compensation The table below sets forth the line items where share-based compensation expense was recorded for the twelve months ended December 31: 2021 2020 2019 Cost of goods sold $ 1,321 $ 1,064 $ 925 Selling, general and administrative expense 28,188 21,013 16,687 Research and development expense 3,696 3,183 2,923 Total share-based compensation expense $ 33,205 $ 25,260 $ 20,535 The table below sets forth share-based compensation expense by type for the twelve months ended December 31: 2021 2020 2019 Stock options $ 73 $ - $ - Share grants 33,132 25,260 20,535 Total share-based compensation expense $ 33,205 $ 25,260 $ 20,535 In May 2013, our stockholders approved our 2013 Equity Incentive Plan (“2013 Plan”). Since the approval of the 2013 Plan, all stock options are granted under the 2013 Plan, and we will not grant any further stock options under our 2001 Plan. Stock options under the 2013 Plan generally vest in equal annual installments over a four-year period and expire eight years after the grant date . The number of shares originally authorized to be awarded under the 2013 Plan was 6 million shares. In May 2017, our stockholders approved an amendment to the 2013 Plan, authorizing and additional 6 million shares to be awarded, bringing the total shares authorized to be awarded under the 2013 Plan to 12 million shares. Share-based compensation expense for stock options granted in previous years was calculated on the date of grant using the Black-Scholes-Merton option-pricing model . All stock option expense is related to stock options granted by Savitech Corporation (“Savitech”) in Savitech stock to their employees. We acquired a controlling interest in Savitech in 2020. Total cash received from option exercises was approximate ly $ 4.3 mi llion, $ 6.8 million and $ 11.9 million during 2021, 2020 and 2019, respectively. At December 31, 2021, there was no unrecognized compensation expense related to unvested options. The table below sets forth a summary of activity in our stock option plan: Stock Options Shares Weighted Average Weighted Average Aggregate Outstanding at December 31, 2018 988 23.47 $ 8,693 Exercised ( 524 ) 22.68 $ 10,600 Outstanding and Exercisable at December 31, 2019 464 24.37 $ 14,849 Exercised ( 272 ) 25.11 $ 8,278 Outstanding and Exercisable at December 31, 2020 192 23.32 $ 9,059 Exercised ( 187 ) 23.19 $ 10,631 Outstanding and Exercisable at December 31, 2021 5 27.92 0.4 $ 409 The table below sets forth information about stock options outstanding at December 31, 2021: Plan Range of Exercise Prices Number Exercisable Weighted Average Remaining Contractual Life Weighted Average Exercise Price 2013 Plan $ 27.92 5,000 0.4 $ 27.92 Share Grants – Restricted stock awards and restricted stock units generally vest in equal annual installments over a four-year period. Restricted stock grants are measured based on the fair market value of the underlying stock on the date of grant and compensation expense is recognized on a straight-line basis over the requisite four-year service period. 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 performance period, with adjustments made to the expense to recognize the probable payout percentage. PSUs will vest upon the Company achieving a cumulative 3-year non-GAAP operating income target for the applicable periods. The table below sets forth a summary of our non-vested share grants in 2020, 2019 and 2018: Nonvested at December 31, 2018 1,667 26.68 Granted 670 38.15 Vested ( 573 ) 24.90 Forfeited ( 67 ) 30.44 Nonvested at December 31, 2019 1,697 31.71 Granted 573 48.83 Vested ( 770 ) 27.78 Forfeited and other 88 38.31 Nonvested at December 31, 2020 1,588 39.30 Granted 598 79.26 Vested ( 750 ) 33.39 $ 60,346 Forfeited and other ( 34 ) 52.27 Nonvested at December 31, 2021 1,402 54.94 $ 153,989 During 2020, in connection with the retirement of a member of the Company’s board of directors, the Company modified that director’s unvested RSU grants to vest upon his retirement. The shares subject to the modified grants will be released to that board member as if they were vesting under the original vesting timeline. In connection with this modification, the Company recorded additional expense of approximately $ 1.7 million. The total unrecognized share-based compensation expense as of December 31, 2021, was approximately $ 59.1 million, relating to share grants, which was expected to be recognized over a weighted average period of approximately 2.2 years. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15 – Related Party Transactions We conduct business with the following related parties: Keylink International (B.V.I.) Inc. and its subsidiaries and affiliates (“Keylink”), Nuvoton Technology Corporation (“Nuvoton”) and Jiyuan Crystal Photoelectric Frequency Technology Ltd. (“JCP”). Keylink is a 5 % joint venture partner in our Shanghai assembly and test facilities. We sell products to, and purchase inventory from, companies owned by 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 a consulting fee to Keylink. We purchase wafers from Nuvoton and our Chairman and CEO serves as a member of the Nuvoton board of directors. We purchase wafers from Nuvoton for use in our production process and consider our relationships Nuvoton to be mutually beneficial. We plan to continue our strategic alliance with Nuvoton. We have an agreement to purchase approximately $ 47.0 million of wafers from Nuvoton that ends in the fourth quarter of 2025. JCP is an FCP manufacturing company from which we purchase material and in which we have made an equity investment. We account for using the equity method of accounting. 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 our 5 % partner in our other Chengdu assembly and test facilities ; however, we have no material transactions with Ya Guang, other than this joint venture. The tables below set forth the revenues, expenses, accounts receivable and accounts payable with our related parties. The tables below set forth the net sales, purchases and expenses, for the twelve months ended December 31: 2021 2020 2019 Keylink Net sales $ 19,689 $ 19,757 $ 15,543 Purchases $ 2,015 $ 1,538 $ 2,399 Plating, rental and consulting expense $ 17,922 $ 14,647 $ 15,316 Nuvoton Net sales $ 65 $ 10 $ - Purchases $ 9,764 $ 8,418 $ 7,719 JCP Purchases $ 1,240 $ 1,095 $ 625 LSC, its subsidiaries and affiliates Net sales $ - $ 518 $ 912 Purchases $ - $ 12,062 $ 13,799 The table below sets forth accounts receivable from and accounts payable to related parties at December 31: 2021 2020 Keylink Accounts receivable $ 39,530 $ 35,365 Accounts payable $ 36,090 $ 31,247 Nuvoton Accounts receivable $ - $ 10 Accounts payable $ 2,014 $ 796 JCP Accounts payable $ 235 $ 357 Prior November 30, 2020, LSC was our largest stockholder and a related party. As of November 30, 2020, we acquired LSC and they are no longer a stockholder or related party. See Note 19 for additional information related to the acquisition of LSC. The Audit Committee of the Board reviews all related party transactions for potential conflict of interest situations on an ongoing basis, all in accordance with such procedures as the Audit Committee may adopt from time to time. |
Segment Information, Revenue an
Segment Information, Revenue and Enterprise-Wide Disclosures | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information, Revenue and Enterprise-Wide Disclosures | Note 16 – Segment Information, Revenue and Enterprise-Wide Disclosures 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. The accounting policies of the operating entities are the same as those described in the summary of significant accounting policies. No customer accounted for 10 % or more or our net sales during the twelve months ended 2021 or 2020. During the twelve months ended December 31, 2019, one customer, a broad-based global distributor that sells to thousands of different end users, accounted for approximately 10.0 % or $ 119.6 million of our net sales. No customer accounted for 10% or greater of our outstanding accounts receivable at December 31, 2021 or 2020. The tables below set forth net sales based on the location of the subsidiary producing the net sale: 2021 Asia Americas Europe Consolidated Total sales $ 1,939,540 $ 1,108,460 $ 278,126 $ 3,326,126 Inter-company sales ( 730,058 ) ( 678,662 ) ( 112,244 ) ( 1,520,964 ) Net sales $ 1,209,482 $ 429,798 $ 165,882 $ 1,805,162 Property, plant and equipment $ 456,109 $ 22,943 $ 103,026 $ 582,079 Assets $ 1,547,518 $ 415,133 $ 231,844 $ 2,194,495 2020 Asia Americas Europe Consolidated Total sales $ 1,399,517 $ 807,405 $ 222,227 $ 2,429,149 Inter-company sales ( 565,723 ) ( 531,385 ) ( 102,826 ) ( 1,199,934 ) Net sales $ 833,794 $ 276,020 $ 119,401 $ 1,229,215 Property, plant and equipment $ 421,185 $ 24,726 $ 84,904 $ 530,815 Assets $ 1,522,835 $ 229,610 $ 227,012 $ 1,979,457 2019 Asia Americas Europe Consolidated Total sales $ 1,234,750 $ 612,697 $ 234,092 $ 2,081,539 Inter-company sales ( 418,377 ) ( 320,746 ) ( 93,286 ) ( 832,409 ) Net sales $ 816,373 $ 291,951 $ 140,806 $ 1,249,130 Property, plant and equipment $ 379,075 $ 23,104 $ 67,395 $ 469,574 Assets $ 1,207,331 $ 216,250 $ 215,803 $ 1,639,384 Disaggregation of Revenue . 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 net sales for the Company disaggregated into geographic locations based on shipment and by type (direct sales or distributor ) for the twelve months ended December 31, 2021, 2020 and 2019: Net Sales by Region 2021 2020 2019 Asia $ 1,439,545 $ 961,376 $ 942,576 Europe 220,772 171,985 181,016 Americas 144,845 95,854 125,538 Total net sales $ 1,805,162 $ 1,229,215 $ 1,249,130 Net Sales by Type 2021 2020 2020 Direct sales $ 607,645 $ 419,024 $ 407,851 Distributor sales 1,197,517 810,191 841,279 Total net sales $ 1,805,162 $ 1,229,215 $ 1,249,130 Net sales from products shipped to China for the twelve months ended December 31, 2021, 2020 and 2019, was $ 938.1 million $ 649.9 million and $ 633.8 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17 – Commitments and Contingencies Lease commitments – We lease offices, manufacturing plants, equipment, vehicles and warehouses under various lease agreements expiring through 2028. For information related to our lease commitments see Note 9. In addition, we have the following land right leases. None of the leases requires a rental payment. Term (years) Expiration Date Chengdu, China 50 2061 Shanghai, China* 50 2056 Shanghai, China* 50 2058 Shandong, China 50 2058 Yangzhou, China 50 2065 * Separate leases by separate Diodes’ subsidiaries Purchase commitments – We have entered into non-cancelable purchase contracts for capital expenditures, primarily for manufacturing equipment, for approximately $ 96.4 million at December 31, 2021. As of December 31, 2021, we also had a commitment to purchase approximately $ 239.2 million of wafers to be used in our manufacturing process. These wafer purchases will occur from 2022 to 2025 Contingencies - From time to time, we are involved in various legal proceedings that arise in the normal course of business. While we intend to defend any lawsuit vigorously, we presently believe that the ultimate outcome of any current pending legal proceeding will not have any material adverse effect on our financial position, cash flows or operating results. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include monetary damages, which could impact on our business and operating results for the period in which the ruling occurs or future periods. Based on information available, we evaluate the likelihood of potential outcomes. We record the appropriate liability when the amount is deemed probable and reasonably estimable. In addition, we do not accrue for estimated legal fees and other directly related costs as they are expensed as incurred. The Company is not currently a party to any pending litigation that the Company considers material. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 18 – Derivative Financial Instruments In accordance with ASC 815 we recognize derivative instruments on our balance sheet, and we measure them at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate the derivative as being in a hedging relationship, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivative instruments that are designated, and qualify as hedges of the exposure to changes in the fair value are considered fair value hedges. Derivative instruments that are designated, and qualify as hedges of the exposure to variability in expected future cash flows are considered cash flow hedges. Derivative instruments may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. We currently only utilize cash flow hedges and do not use derivatives for trading or speculative purposes. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge, or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain risks, even though we elect not to apply hedge accounting under ASC 815. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in the consolidated statements of income. Specific information about the valuations of derivatives is described in Note 1 and classification of derivatives in the fair value hierarchy is described in Note 3. Currently our interest rate swaps and interest rate collars are designated as hedges while our foreign exchange contracts are not designated as hedges. The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period in which the hedged forecasted transaction affects earnings. Certain of the Company's agreements with its derivative counterparties contain provisions where if certain merger activity, a change of control, or a capital structure change occurs that materially changes the Company's creditworthiness in an adverse manner, the Company’s counterparty may have the right to terminate any derivative transactions under such agreement. The company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness. 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 December 31, 2021 and 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. We have recorded foreign currency forward agreements with a fair value of less than $ 0.4 million as a net asset on our consolidated balance sheet. The tables below set forth outstanding foreign currency forward contracts at December 31, 2021 and 2020: Notional Amount Effective Date Maturity Date Index* Weighted Average Strike Rate Cash Flow Hedge Designation 3,693 December 2021 January 2022 EUR/GPB 0.8398 Non-designated 5,571 December 2021 January 2022 EUR/USD 1.1346 Non-designated 7,867 December 2021 January 2022 GPB/USD 1.3510 Non-designated 139,123 December 2021 January 2022 USD/CNY 6.3757 Non-designated 3,520 December 2021 January 2022 USD/JPY 115.1230 Non-designated 33,883 December 2021 January 2022 USD/TWD 27.6740 Non-designated 286 November 2021 April 2022 JPY 113.7800 Non-designated 286 November 2021 May 2022 JPY 113.7300 Non-designated 286 November 2021 June 2022 JPY 113.6800 Non-designated 286 November 2021 July 2022 JPY 113.6300 Non-designated 428 November 2021 August 2022 JPY 113.5600 Non-designated $ 195,229 1,205 December 2020 February 2021 EUR/GPB 0.8948 Non-designated 2,202 December 2020 February 2021 EUR/USD 1.2218 Non-designated 12,879 December 2020 February 2021 GPB/USD 1.3654 Non-designated 213,508 April 2020 - December 2020 January 2021 - May 2021 USD/CNY 6.5806 Non-designated 3,189 December 2020 February 2021 USD/JPY 103.3150 Non-designated 43,180 January 2020 - December 2020 January 2021 - May 2021 USD/TWD 28.1442 Non-designated $ 276,163 * EUR = Euro GBP = British Pound Sterling USD = United States Dollar CNY = Chinese Yuan Renminbi JPY = Japan Yen TWD = Taiwan dollar Hedges of Interest Rate 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 this objective, 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 of and the notional amount of our interest rate related derivative instruments at December 31 2021 and December 31, 2020: Number of Instruments Notional Amount 2021 2020 2021 2020 Interest rate swaps and collars - 6 $ - $ 140,000 The table below sets forth the fair value of the Company’s interest rate related derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020: Fair Value Other Current Liabilities 2021 2020 Interest rate swaps and collars $ - $ 1,626 The tables below sets forth the effect of the Company’s derivative financial instruments on the Consolidated Statements of Income for the years ended December 31 2021, 2020 and 2019: Amount of Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified Amount of Gain or (Loss) Reclassified from Accumulated OCI into Net Income Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) December 31, from Accumulated December 31, Portion Excluded from December 31, Derivative Instruments Designated as Hedging 2021 2020 2019 OCI into Income 2021 2020 2019 Effectiveness Testing) 2021 2020 2019 Interest rate swaps and collars $ ( 13 ) $ ( 1,581 ) $ ( 2,997 ) Interest expense $ ( 555 ) $ ( 445 ) $ 1,248 N/A $ - $ - $ - Cross currency swaps 989 ( 2,305 ) ( 298 ) N/A - - - Interest income 2,469 - 688 We estimate that no ne of the net derivative losses included in accumulated other comprehensive income (“AOCI”) as of December 31, 2021, will be reclassified into earnings 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 fiscal year 2021. Amount of Gain or (Loss) Recognized in Net Income December 31, Gain or (Loss)Recognized Derivatives Not Designated As Hedging Instruments 2021 2020 2019 in Net Income Foreign currency forward contracts $ 3,925 $ 3,584 $ ( 3,662 ) Foreign currency loss, net As of December 31, 2021 and 2020, the Company had no t posted any collateral related to these agreements. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Note 19 – Acquisitions and Divestitures Privately Held Wafer Design Company During July 2021, the Company acquired an interest in an early stage privately held fabless wafer design company by purchasing $ 10.0 million of preferred stock and a $ 5.0 million convertible promissory note. As the investment in preferred stock does not have a readily determinable fair value, it will be measured at cost less impairment, and adjusted to fair value if there are any observable price changes for an identical or similar investment of the same issuer. The carrying value of the investment at December 31, 2021 was $ 10.0 million with no observable price changes occurring during the period. The promissory note is convertible into additional preferred stock, has an interest rate of 3 % and is due in July 2026 . Manufacturing Subsidiary Located in China In March 2021, the Company entered into an agreement to sell a manufacturing subsidiary in China for total consideration of approximately $ 41.5 million, which included a combination of cash and equity. The cash consideration consists of $ 15.2 million of agreed upon cash and a $ 23.3 million working capital adjustment while the equity is valued at $ 3.1 million, which increases the Company’s investment in the buyer to approximately 10 %. The transaction closed in December 2021. The Company and the purchaser of the manufacturing facility have entered into an ongoing agreement in which the purchaser will continue to provide wafer -foundry services, on a preferential basis to the Company. Management determined that the disposal group met the held-for-sale criteria and reclassified the carrying value of the disposal group to assets held-for-sale, which were previously included in prepaid expenses and other in the consolidated balance sheet. Upon closing of the transaction, Management derecognized the amounts previously classified as held-for-sale and recorded a gain on the sale of $ 9.5 million. The gain is recorded in other income in the Company's consolidated statement of income. Neither the buyer nor the manufacturing facility will be considered related parties after the transaction. The table below sets forth the major classes of assets and liabilities that were previously classified as held-for-sale on the consolidated balance sheet and the gain recognized in other income on the consolidated statement of income: Assets Cash and cash equivalents $ 8,936 Accounts receivable, net 16,347 Inventories, net 5,415 Other current assets 1,387 Property, plant and equipment 5,598 Deferred income tax 3,198 Other long-term assets 4,807 Total assets disposed $ 45,688 Liabilities Accounts payable 5,025 Accrued liabilities and other 4,913 Other long-term liabilities 2,471 Total liabilities disposed 12,409 Net assets disposed $ 33,279 LSC Acquisition On November 30, 2020 , the Company closed its previously announced acquisition of LSC, a Taiwan-based supplier of “green” power-related discrete and analog semiconductor devices. The Company purchased LSC in order to include LSC’s “green” power-related semiconductor devices that are designed for power saving and low power dissipation to serve the power supply market, and to reacquire the 7,765,778 of the Company’s common shares owned by LSC, which was approximately 15 % of our outstanding shares prior to the close of such acquisition. The reacquired shares were treated as a settlement of a pre-existing relationship and as a transaction separate and apart from the business combination along with the settlement of payables and receivables between the Company and LSC. The reacquired shares are included in treasury stock on the Company’s balance sheet. There was no gain or loss on the settlement of the payables and receivables between the Company and LSC. The Company recorded the purchase of LSC as a business combination, with the Company owning 100 % of LSC. LSC has been consolidated into the operations of the Company. The purchase price per the Share Swap Agreement was 42.50 TWD per outstanding LSC share. On November 30, 2020, the Company acquired the 307,371,139 outstanding shares of LSC for a total aggregate purchase price of approximately $ 453.4 million and total consideration of $ 154.0 million after adjustments for the settlement of pre-existing relationships. A portion of the LSC purchase price was funded by borrowings under the Company’s Credit Agreement. The reacquired shares were treated as a settlement of a pre-existing relationship and as a transaction separate and apart from the business combination along with the settlement of payables and receivables between Diodes and LSC. There was no gain or loss on the settlement of the payables and receivables between the Company and LSC. The cash attributed to the reacquisition of the Diodes shares is presented within the financing section of the statement of cash flows. Total consideration paid $ 453.4 Less: Settlement of pre-existing relationships Reacquisition of Diodes stock owned by LSC (1) ( 296.8 ) Net accounts receivable on LSC books owed by Diodes ( 2.6 ) Total amount of pre-existing relationship settled ( 299.4 ) Remaining consideration $ 154.0 The table below sets forth the fair value of the LSC assets acquired and liabilities assumed based on relative fair value at the date of acquisition, after measurement period adjustments, and the corresponding line item in the Company’s consolidated balance sheet at the date of acquisition. During the period from January 1, 2021 through November 30, 2021, measurement period adjustments were made to inventories, property, plant and equipment, income tax payable, and accrued liabilities and other. During the period, the Company derecognized an estimated liability that was initially recognized on the opening balance sheet related to dividend payable accrual of approximately $ 12.8 million, reduced the previously estimated amount of a social insurance liability and an estimated information technology liability by $ 1.5 million, and recognized an additional income tax payable related to the reacquired shares in the amount of approximately $ 10.7 million. The adjustments to inventory and property, plant, and equipment were a result of refinements to the preliminary fair value calculation in the amounts of $ 0.7 million and $ 4.8 million respectively. The Company also made adjustments to the preliminary deferred tax calculations as a result of the measurement period adjustments described above. U.S. GAAP permits companies to complete the final determination of the fair values during the measurement period following the acquisition date. The size and breadth of the LSC acquisition necessitated the use of this measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the acquisition date. The Company engaged a third party valuation specialist to assist with the assessment of any intangible assets acquired as part of the LSC acquisition, and it was determined that there were no intangible assets as a result of the LSC acquisition. The table below sets forth the 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. Original Preliminary Final Value Adjustments Value Cash and cash equivalents $ 131,046 $ - $ 131,046 Accounts receivable 44,896 - 44,896 Inventories 55,710 ( 714 ) 54,996 Prepaid expenses and other current assets 11,447 - 11,447 Property, plant and equipment 67,952 4,808 72,760 Deferred income tax 15,732 ( 1,412 ) 14,320 Other long-term assets 26,037 26,037 Total assets acquired 352,820 2,682 355,502 Line of credit 88,508 - 88,508 Accounts payable 35,245 - 35,245 Accrued liabilities and other 48,992 ( 14,297 ) 34,695 Income tax payable 6,264 10,735 16,999 Deferred tax liabilities 8,941 6,244 15,185 Other long-term liabilities 10,783 - 10,783 Total liabilities assumed 198,733 2,682 201,415 Non-controlling interest 54 - 54 Net assets acquired $ 154,033 $ - $ 154,033 The following unaudited pro forma summary presents consolidated information of the Company as if the acquisition and consolidation of LSC had occurred on January 1, 2019: Twelve Months Ended Twelve Months Ended December 31, 2020 December 31, 2019 Net revenues $ 1,421,494 $ 1,447,001 Net income $ 95,908 $ 140,027 Net income attributable to common stockholders $ 96,517 $ 139,603 Earnings per share - basic $ 2.23 $ 3.24 Earnings per share - diluted $ 2.18 $ 3.17 The unaudited pro forma consolidated results of operations do not purport to be indicative of the results that would have been obtained if the above acquisition had actually occurred as of the dates indicated or of those results that may be obtained in the future. The unaudited proforma consolidated results for the twelve months ended December 31, 2020, include adjustments that result in a reduction to amortization and depreciation of $ 5.5 million, removal of sales to Diodes on the books of LSC and related cost of goods sold of $ 12.4 million and $ 7.9 million, respectively, removal of LSC’s share of Diodes’ profits as a 15 % shareholder of $ 13.1 million, removal of $ 2.4 million of transaction costs, additional interest expense of $ 6.0 million, removal of impairment charges of $ 6.3 million, removal of operations of On-Bright, and a tax impact of those adjustments of a reduction to tax expense of $ 18.6 million. The unaudited pro forma consolidated results for the twelve months ended December 31, 2019, include adjustments that result in a reduction to amortization and depreciation of $ 8.8 million, removal of sales to Diodes on the books of LSC and related COGS of $ 13.7 million and $ 9.0 million, respectively, removal of LSC’s share of Diodes’ profits as a 15 % shareholder of $ 23.4 million, removal of $ 1.0 million of transaction costs, additional interest expense of $ 11.1 million, removal of impairment charges of $ 0.3 million, removal of the operation of On-Bright, and a tax impact of those adjustments of a reduction to tax expense of $ 10.7 million. These unaudited pro forma consolidated results of operations were derived, in part, from the historical consolidated financial statements of LSC and other available information and assumptions believed to be reasonable under the circumstances. LSC has been conformed to Diodes’ reporting calendar. 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 made 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 was also funded with cash on hand and paid in the third quarter ended September 30, 2021, in the amount of $ 8.5 million which increased the Company’s ownership to 53 % of Savitech. The Company recorded the purchase of Savitech as a business acquisition and consolidates Savitech into its operations, based on the voting model, with a non-controlling interest related to the interest the Company does not own in Savitech. The Company made its investment in Savitech in order to increase the Company’s integrated circuit business. Total purchase consideration recorded was $ 14.2 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 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 (in millions) . Cash and cash equivalents $ 6.2 Prepaid expenses and other 0.7 Goodwill 13.9 Intangible assets, net 6.1 Other long-term assets 0.4 Accrued liabilities and other 10.2 Noncontrolling interest 11.8 Other Investment In August 2021, the Company entered into a joint venture located in Taiwan. The Company's investment will be $ 5.4 million for 60 % ownership and is being consolidated into our consolidated financial statements. The purpose of the joint venture is to engage in the development of power modules for the automotive markets. The joint venture received Taiwan government approval in October 2021, and the Company made the $ 5.4 million payment in October 2021. |
Summary of Operations and Sig_2
Summary of Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of operations | Nature of operations Diodes Incorporated, together with its subsidiaries (collectively the “Company,” “we” or “our”(Nasdaq: DIOD)), a Standard and Poor's Smallcap 600 and Russell 3000 Index company, 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. Diodes serves the consumer electronics, computing, communications, industrial, and automotive markets. The Company's products include diodes; rectifiers; transistors; MOSFETs; GPP bridges; GPP rectifiers; 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, voltage references along with special-function devices, such as USB power switches, load switches, voltage supervisors, and motor controllers. The Company also has timing, connectivity, switching, and signal integrity solutions for high-speed signals. The Company's corporate headquarters and Americas’ sales offices are located in Plano, Texas, and Milpitas, California, respectively. Design, marketing, and engineering centers are located in Plano; Milpitas; Taipei, Taoyuan City, Zhubei City, Taiwan; Shanghai, Yangzhou, China; Oldham, England; and Neuhaus, Germany. The Company's wafer fabrication facilities are located in Oldham, England; Greenock, Scotland; and Shanghai and Wuxi, China; and Keelung and Hsinchu, Taiwan. The Company has assembly and test facilities located in Shanghai, Jinan, Chengdu, and Wuxi, China; Neuhaus, Germany; and Jhongli and Keelung, Taiwan. Additional engineering, sales, warehouse, and logistics offices are located in Taipei, Taiwan; Hong Kong; Oldham, England; Shanghai, Shenzhen, Wuhan, and Yangzhou, China; Seongnam-si, South Korea; and Munich, Frankfurt, Germany; with support offices throughout the world. • The company’s manufacturing facilities have achieved certifications in the internationally recognized standards of ISO 9001:2015, ISO 14001:2015, and, for automotive products, IATF 16949:2016; • Diodes Incorporated is also C-TPAT certified; and • These Quality Awards reflect the superior quality-control techniques established at Diodes Incorporated and further enhance our credibility as a vendor-of-choice to OEMs increasingly concerned with quality and consistency. Our market focus is on high-growth, end-user applications in the following areas: • Automotive: connected driving, comfort/style/safety, and electrification/powertrain; • Industrial: embedded systems, precision controls, and Industrial IoT; • Consumer: IoT, wearables, home automation, and smart infrastructure; • Communications: smart phones, 5G networks, advanced protocols, and charging solutions; and • Computing: cloud computing including server, storage, and data center applications. |
Principles of consolidation | Principles of consolidation – The consolidated financial statements include the accounts of Diodes Incorporated, its wholly-owned subsidiaries and its controlled majority-owned subsidiaries. We account for equity investments in companies over which we have the ability to exercise significant influence, but do not hold a controlling interest, under the equity method, and we record our proportionate share of income or losses in Interest and other, net in the consolidated statements of income. All significant intercompany balances and transactions have been eliminated. |
Use of estimates | Use of estimates – The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires that management make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are completed. Actual results may differ from these estimates in amounts that may be material to the consolidated financial statements and accompanying notes. |
Revenue recognition | Revenue recognition – We apply the provisions of Accounting Standards Codification ("ASC") 606 in our revenue recognition practices. ASC 606 defines a performance obligation as a promise in a contract to transfer a distinct good or service to the customer, and under ASC 606 is the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Generally speaking, our performance obligations represent a promise to transfer various semiconductor products, and have the same pattern of revenue recognition. Our performance obligations are satisfied at either a point in time, or over time as work progresses. The vast majority of our revenue from products and services is accounted for at a point in time. Substantially all of our revenue in direct and Distributor sales is recognized at a point in time. Further, the payment terms on our sales are based on negotiations with our customers. Our customers can order different types of semiconductors in a single contract (purchase order), and each line on a purchase order represents a separate performance obligation. Depending on the terms of an arrangement, we may also be responsible for shipping and handling activities. We have elected to account for shipping and handling as activities to fulfill our promise to transfer the good(s). As such, shipping and handling activities do not represent a separate performance obligation, and are accrued as a fulfillment cost. Further, although we offer warranties on our products, our warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations; therefore, the primary performance obligation in the majority of our contracts is the delivery of a specific good through the purchase order submitted by our customer. We record allowances/reserves for a number of items. The following items are the largest dollar items for which we record allowances/reserves, with ship and debit making up the vast majority: (i) ship and debit, which arise when we issue credit to certain distributors upon their shipments to their end customers; (ii) stock rotation, which are contractual obligations that permit certain distributors, up to four times a year, to return a portion of their inventory based on historical shipments to them in exchange for an equal and offsetting order; and (iii) price protection, which arise when market conditions cause average selling prices to decrease and we issue credit to certain distributors on their inventory. Ship and debit reserves are recorded as a reduction to net sales with a corresponding reduction to accounts receivable. Stock rotation reserves and price protection reserves are recorded as a reduction to net sales with a corresponding increase in accrued liabilities. We also assess our customer’s ability and intention to pay, which is based on a variety of factors including our customer’s historical payment experience, their financial condition and the condition of the global economy and financial markets. Payment terms and conditions typically vary depending on negotiations with the customer. Net sales are reduced in the period of sale for estimates of product returns and other allowances including distributor adjustments, which were approximatel y $ 220.3 milli on, $ 194.7 million and $ 163.9 million in 2021, 2020 and 2019, respectively. |
Product warranty | Product warranty – We generally warrant our products for a period of one year from the date of sale. Historically, warranty expense has not been material. |
Cash, cash equivalents, and short-term investments | Cash, cash equivalents, and short-term investments – We consider all highly liquid investments with maturity of three months or less at the date of purchase to be cash equivalents. We currently maintain substantially all of our day-to-day operating cash balances with major financial institutions. We hold short-term investments consisting of time deposits, which are highly liquid with maturity dates greater than three months at the date of purchase. Generally, we can access these investments in a relatively short amount of time but in doing so we generally forfeit a portion of interest income. See Note 3 below for additional information regarding fair value of financial instruments. |
Allowance for doubtful accounts | Allowance for doubtful accounts – We evaluate the collectability of our accounts receivable based upon a combination of factors, including the current business environment and historical experience. If we are aware of a customer’s inability to meet its financial obligations, we record an allowance to reduce the receivable to the amount we reasonably believe will be collected from the customer. For all other customers, we record an allowance based upon the amount of time the receivables are past due. If actual accounts receivable collections differ from these estimates, an adjustment to the allowance may be necessary with a resulting effect on operating expense. Accounts receivable are presented net of valuation allowance, which were approxim ately $ 4.3 million at December 31, 2021 and $ 3.8 million at December 31, 2020. |
Inventories | Inventories – Inventories are stated at the lower of cost or net realizable value. Cost is determined principally by the first-in, first-out method. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. Any write-down of inventory to the lower of cost or net realizable value at the close of a fiscal period creates a new cost basis that subsequently would not be marked up based on changes in underlying facts and circumstances. On an on-going basis, we evaluate inventory for obsolescence and slow-moving items. This evaluation includes analysis of sales levels, sales projections, and purchases by item, as well as raw material usage related to our manufacturing facilities. If our review indicates a reduction in utility below carrying value, we reduce inventory to a new cost basis. If future demand or market conditions are different than our current estimates, an inventory adjustment to write down inventory may be required, and would be reflected in cost of goods sold in the period the revision is made. |
Property, plant and equipment | Property, plant and equipment – Purchased property, plant and equipment is recorded at historical cost, and property, plant and equipment acquired in a business combination is recorded at fair value on the date of acquisition. Property, plant and equipment is depreciated using straight-line methods over the estimated useful lives, which range from 20 to 55 years for buildings and 3 to 10 years for machinery and equipment. The estimated lives of leasehold improvements range from 3 to 5 years , and are amortized over the shorter of the remaining lease term or their estimated useful lives. |
Goodwill and other indefinite lived intangible assets | Goodwill and other indefinite lived intangible assets – Goodwill and indefinite lived assets are tested for impairment on an annual basis or when an event or changes in circumstances indicate that its carrying value may not be recoverable. Goodwill impairment is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. Diodes has one operating segment. No goodwill impairment occurred in 2021, 2020, or 2019. Goodwill is reviewed for impairment using either a qualitative assessment or a quantitative goodwill impairment test. If we choose to perform a qualitative assessment and determine the fair value more likely than not exceeds the carrying value, no further evaluation is necessary. When we perform the quantitative goodwill impairment test, we compare fair value to carrying value, which includes goodwill. If fair value exceeds carrying value, the goodwill is not considered impaired. If the carrying value is higher than the fair value, the difference would be recognized as an impairment loss. |
Impairment of long-lived assets | Impairment of long-lived assets – Our long-lived assets are reviewed whenever events or changes in circumstances indicate that the carrying value may not be recoverable . We consider assets to be impaired if the carrying value exceeds the undiscounted projected cash flows from operations. If impairment exists, the assets are written down to fair value or to the projected discounted cash flows from related operations. As of December 31, 2021, we expect the remaining carrying value of assets to be recoverable. |
Business combinations | Business combinations – We account for acquired businesses using the acquisition method of accounting, which requires that once control of a business is obtained, 100 % of the assets acquired and liabilities assumed, including amounts attributed to noncontrolling interests, be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. For significant acquisitions we may use independent third-party valuation specialists to assist us in determining the fair value of assets acquired and liabilities assumed. Significant judgment is often required in estimating the fair value of assets acquired and liabilities assumed. The Company makes estimates and assumptions about conditions of the assets, other costs not captured in the base costs, and consideration for entrepreneurial profit, depreciation, functional obsolescence, and economic obsolescence allocated to the various property, plant and equipment categories considering the perspective of marketplace participants. While management believes those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions, which could result in subsequent impairments. During the normal course of business the Company pursues acquisitions. See Note 19 for additional information regarding business acquisitions. |
Equity investments | Equity investments – We regularly invest in equity securities of public and private companies to promote business and strategic objectives. Equity investments are measured and recorded as follows: Marketable equity securities are equity securities with readily determinable fair value ("RDFV") that are measured and recorded at fair value on a recurring basis with changes in fair value, whether realized or unrealized, recorded through the income statement. Non-marketable equity securities are equity securities without RDFV that are measured and recorded using a measurement alternative that measures the security at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. Equity-method investments are equity securities in investees we do not control but over which we have the ability to exercise significant influence. Equity method investments are measured at cost minus impairment, if any, plus or minus our share of equity method investee income or loss. Our proportionate share of the income or loss from equity method investments is typically recognized on a one-quarter lag. |
Income taxes | Income taxes – Income taxes are accounted for using an asset and liability approach whereby deferred tax assets and liabilities are recorded for differences in the financial reporting bases and tax bases of our assets and liabilities. If it is more likely than not that some portion of deferred tax assets will not be realized, a valuation allowance is recorded. GAAP prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Tax positions shall initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and all relevant facts. All deferred income taxes are classified as noncurrent assets or noncurrent liabilities on the consolidated balance sheet as of December 31, 2021 and 2020, respectively. |
Research and development costs | Research and development costs – Internally-developed research and development costs are expensed as incurred. Acquired in-process research and development (“IPR&D”) is capitalized as an indefinite-lived intangible asset and evaluated periodically for impairment. When the project is completed, an expected life is determined and the IPR&D is amortized as an expense over the expected life. |
Shipping And Handling Costs | Shipping and handling costs – Shipping and handling costs for products shipped to customers, which are included in selling, general and administrative expenses, were approximately $ 24.1 million, $ 16.6 million and $ 13.9 million for the twelve months ended December 31, 2021, 2020 and 2019, respectively. |
Concentration of credit risk | Concentration of credit risk – Financial instruments, which potentially subject us to concentrations of credit risk, include trade accounts receivable. Credit risk is limited by the dispersion of our customers over various geographic areas, operating primarily in electronics manufacturing and distribution. We perform a credit evaluation of new customers and monitor the accounts receivable aging of our existing customers. Generally we require no collateral from our customers and historically credit losses have been insignificant. We currently maintain substantially all of our day-to-day cash balances and short-term investments with major financial institutions. Cash balances are usually in excess of Federal and/or foreign deposit insurance limits. |
Valuation of financial instruments | Valuation of financial instruments – The carrying value of our financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, accounts payable, credit line, and long-term debt approximate fair value due to their current market conditions, maturity dates and other factors. |
Share-based compensation | Share-based compensation – We use the Black-Scholes-Merton model to determine the fair value of stock options on the date of grant and recognize compensation expense for stock options on a straight-line basis. Restricted stock grants are measured based on the fair market value of the underlying stock on the date of grant and compensation expense is recognized on a straight-line basis over the requisite four-year service period. Performance stock units 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 performance period, with adjustments made to the expense to recognize the probable payout percentage. The amount of compensation expense recognized using the Black-Scholes-Merton model requires us to exercise judgment and make assumptions relating to the factors that determine the fair value of our stock option grants. The fair value calculated by this model is a function of several factors, including the grant price, the expected future volatility, the expected term of the option and the risk-free interest rate of the option. The expected term and expected future volatility of the options require judgment. In addition, we estimate the expected forfeiture rate and only recognize expense for those stock options expected to vest. We estimate the forfeiture rate based on historical experience, and to the extent our actual forfeiture rate is different from our estimate, share-based compensation expense is adjusted accordingly. |
Treasury stock | Treasury stock – We currently have no program authorized by our board of directors to purchase shares of our common stock. Shares than have been previously acquired recorded as treasury stock, at cost, the measurement date of cost being date of purchase, as a reduction to stockholder’ equity. During the fourth quarter of 2020, as part of the Lite-On Semiconductor acquisition, the Company reacquired 7,765,778 shares of its Common Stock. |
Functional currencies and foreign currency translation | Functional currencies and foreign currency translation – We translate the assets and liabilities of our non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates on the balance sheet date. Net sales and expense for these subsidiaries are translated at the weighted-average exchange rate during the period presented. Resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income or loss within stockholders’ equity in the consolidated balance sheets. Included in other income are foreign exchange losses of approximately $ 2.1 million for the twelve months ended December 31, 2021, approximately $ 9.8 million for the twelve months ended December 31, 2020, and approximately $ 3.7 million for the twelve months ended December 31, 2019. |
Defined benefit plan | Defined benefit plan – We maintain plans covering certain of our employees in the U.K. The overfunded or underfunded status of pension and postretirement benefit plans are recognized on the balance sheet. Actuarial gains and losses, and prior service costs or credits, are recognized in other comprehensive income (loss), net of tax effects, until they are amortized as a component of net periodic benefit cost. For financial reporting purposes, the net pension and supplemental retirement benefit obligations and the related periodic pension costs are calculated based upon, among other things, assumptions of the discount rate for plan obligations, estimated return on pension plan assets and mortality rates. These obligations and related periodic costs are measured using actuarial techniques and assumptions. The projected unit credit method is the actuarial cost method used to compute the pension liabilities and related expenses. The expected long-term return on plan assets was determined based on historical and expected future returns of the various asset classes. The plan’s investment policy includes a mandate to diversify assets and invest in a variety of asset classes to achieve its expected long-term return and is currently invested in a variety of funds representing most standard equity and debt security classes. Trustees of the plan may make changes at any time. As part of the LSC acquisition we have assumed the liability associated with a defined benefit plan for certain LSC employees. The net liability assumed was approximately $ 4.7 million, as of December 31, 2020. |
Noncontrolling interest | Noncontrolling interest - Noncontrolling interest primarily relates to the minority investors’ share of the earnings of certain China and Taiwan subsidiaries. Noncontrolling interests are a separate component of equity and not a liability. Increases or decreases in noncontrolling interest, due to changes in our ownership interest of the subsidiaries that leave control intact, are recorded as equity transactions. The noncontrolling interest in our subsidiaries and their equity balances are reported separately in the consolidated financial statements, and activities of these subsidiaries are included therein. |
Contingencies | Contingencies – From time to time, we may be involved in a variety of legal matters that arise in the normal course of business. Based on information available, we evaluate the likelihood of potential outcomes. We record and disclose the appropriate liability when the amount is deemed probable and reasonably estimable. In addition, we do not accrue for estimated legal fees and other directly related costs as they are expensed as incurred. |
Comprehensive income (loss) | Comprehensive income (loss) – GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as separate components of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income or loss. The components of accumulated other comprehensive income or loss include foreign currency translation adjustments and unrealized gain or loss on defined benefit plan. Accumulated other comprehensive loss was approximately $ 50.5 million, $ 73.6 million and $ 108.1 million at December 31, 2021, 2020 and 2019, respectively. As of December 31, the accumulated balance for each component of comprehensive income is as follows: 2021 2020 Unrealized foreign currency losses $ ( 7,760 ) $ ( 21,614 ) Unrealized gain on cross currency and interest rate swaps, net of tax $ ( 2,157 ) $ ( 3,574 ) Unrealized loss on defined benefit plan $ ( 40,600 ) $ ( 48,418 ) |
Reclassifications | Reclassifications – Certain immaterial amounts from prior periods have been reclassified to conform to the current years’ presentation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued the following Accounting Standards Updates (“ASU”) which could have potential impact to the Company’s financial statements: In November 2021, the FASB issued ASU No. 2021-10 Government Assistance (Topic 832) , Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The new standard is effective for the Company on January 1, 2022 and only impacts annual financial statement footnote disclosures. The adoption will not have a material effect on our consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848) . ASU No. 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU No. 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the second quarter of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. |
Summary of Operations and Sig_3
Summary of Operations and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Component of Comprehensive Income | As of December 31, the accumulated balance for each component of comprehensive income is as follows: 2021 2020 Unrealized foreign currency losses $ ( 7,760 ) $ ( 21,614 ) Unrealized gain on cross currency and interest rate swaps, net of tax $ ( 2,157 ) $ ( 3,574 ) Unrealized loss on defined benefit plan $ ( 40,600 ) $ ( 48,418 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Twelve Months Ended December 31, 2021 2020 2019 Earnings (numerator) Net income (loss) attributable to common stockholders $ 228,763 $ 98,088 $ 153,250 Shares (denominator) Weighted average common shares outstanding (basic) 44,772 51,004 50,787 Dilutive effect of stock options and stock awards outstanding 1,009 1,129 1,073 Adjusted weighted average common shares outstanding (diluted) 45,781 52,133 51,860 Earnings (loss) per share attributable to common Basic $ 5.11 $ 1.92 $ 3.02 Diluted $ 5.00 $ 1.88 $ 2.96 Stock options and stock awards excluded from EPS 1 - - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets At Fair Value | Financial assets and liabilities carried at fair value as of December 31, 2021, are classified in the following table: Description Fair Market Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Changes in Fair Values Included in Current Period Earnings Short-term investments $ 6,542 $ 6,542 $ - $ - $ - Long-term investments 47,001 47,001 - - 28,018 Cross-currency swap liability 1,330 - 1,330 - - Deferred compensation investments 15,483 904 14,579 - 1,527 Financial assets and liabilities carried at fair value as of December 31, 2020 are classified in the following table: Description Fair Market Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Changes in Fair Values Included in Current Period Earnings Short-term investments $ 6,142 $ 6,142 $ - $ - $ - Long-term investments 18,295 18,295 - - 2,083 Cross-currency swap liability 2,305 - 2,305 - - Interest-rate swap liability 1,626 - 1,626 - - Deferred compensation investments 12,829 691 12,138 - 3,142 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory Current | Inventories, stated at the lower of cost or market value, at December 31 were: 2021 2020 Finished goods $ 108,557 $ 85,506 Work-in-progress 81,784 73,466 Raw materials 158,281 148,090 $ 348,622 $ 307,062 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property, plant and equipment at December 31 were: 2021 2020 Buildings and leasehold improvements $ 276,958 $ 267,700 Machinery and equipment 962,597 942,405 1,239,555 1,210,105 Less: Accumulated depreciation and amortization ( 836,364 ) ( 791,348 ) 403,191 418,757 Construction in-progress 111,987 45,060 Land 66,901 66,998 $ 582,079 $ 530,815 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Intangible Assets | Intangible assets subject to amortization at December 31 were as follows: December 31, 2021 Intangible Assets Useful life Gross Carrying Amount Accumulated Amortization Currency Exchange Net Amortized intangible assets Patents 5 - 15 years $ 16,040 $ ( 15,242 ) $ ( 97 ) $ 701 Developed product technology 2 - 10 years 166,819 ( 100,248 ) ( 5,736 ) 60,835 Customer relationships 7 - 12 years 62,093 ( 38,760 ) ( 1,688 ) 21,645 Software license and other 3 - 4 years 2,743 ( 2,677 ) ( 61 ) 5 Total amortized intangible assets 247,695 ( 156,927 ) ( 7,582 ) 83,186 Intangible assets with indefinite lives In process research and development Indefinite 2,061 - - 2,061 Trademarks and trade names Indefinite 10,303 - ( 1,000 ) 9,303 Total Intangible assets with indefinite lives 12,364 - ( 1,000 ) 11,364 Total intangible assets $ 260,059 $ ( 156,927 ) $ ( 8,582 ) $ 94,550 December 31, 2020 Intangible Assets Useful life Gross Carrying Amount Accumulated Amortization Currency Exchange Net Amortized intangible assets Patents 5 - 15 years $ 13,040 $ ( 11,409 ) $ ( 139 ) $ 1,492 Developed product technology 2 - 10 years 164,300 ( 89,027 ) ( 5,891 ) 69,382 Customer relationships 7 - 12 years 62,093 ( 34,597 ) ( 1,688 ) 25,808 Software license and other 3 - 4 years 5,743 ( 5,677 ) ( 63 ) 3 Total amortized intangible assets 245,176 ( 140,710 ) ( 7,781 ) 96,685 Intangible assets with indefinite lives In process research and development Indefinite 4,580 - - 4,580 Trademarks and trade names Indefinite 10,303 - ( 977 ) 9,326 Total Intangible assets with indefinite lives 14,883 - ( 977 ) 13,906 Total intangible assets $ 260,059 $ ( 140,710 ) $ ( 8,758 ) $ 110,591 |
Schedule of Expected Amortization Expense | The schedule below sets future amortization expense of our currently owned intangible assets: 2022 $ 15,531 2023 14,976 2024 14,616 2025 13,618 2026 12,055 2027 and thereafter 12,390 Total $ 83,186 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | Changes in goodwill for the years ended December 31, were as follows: Balance at December 31, 2019 $ 141,318 Acquisitions: Savitech 13,962 Foreign currency translation adjustment 3,051 Balance at December 31, 2020 158,331 Acquisitions: Savitech ( 9,152 ) Foreign currency translation adjustment 711 Balance at December 31, 2021 $ 149,890 |
Bank Credit Agreements and Ot_2
Bank Credit Agreements and Other Short-Term and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Debt, by Current and Noncurrent [Abstract] | |
Schedule of Debt | Borrowings outstanding as of December 31, 2021 and December 31, 2020, are set forth in the table below: December 31, Description 2021 2020 Interest Rate Current Amount Maturity Short-term debt $ 18,068 $ 140,567 Various indices plus margin Various during 2022 Long-term debt Notes payable to Bank of Taiwan $ 2,492 $ 4,154 Variable, 1.3% base June 2033 Notes payable to Bank of Taiwan 1,807 $ - 2 year deposit rate floating September 2023 Notes payable to Bank of China Trust Company 16,168 16,714 Taibor 3 month rate + 0.5% May 2024 Notes payable to Bank of China Trust Company 3,614 3,511 Taibor 3 month rate + 0.5% December 2023 Notes payable to E Sun Bank 3,614 3,511 1-M deposit rate plus 0.08% December 2023 Notes payable to E Sun Bank 371 386 1-M deposit rate plus 0.08% June 2027 Notes payable to E Sun Bank 1,771 1,721 1-M deposit rate plus 0.08% June 2030 Term loan and revolver 155,122 282,250 Libor plus margin May 2024 Note payable to HSBC 100,000 - Libor plus margin January 2023 Total long-term debt 284,959 312,247 Less: Current portion of long-term debt ( 17,381 ) ( 21,860 ) Less: Unamortized debt-issuance costs ( 2,004 ) ( 2,208 ) Total long-term debt, net of current portion $ 265,574 $ 288,179 |
Schedule of Maturities of Long Term Debt | The table below sets forth the annual contractual maturities of long-term debt at December 31, 2021: 2022 $ 17,381 2023 126,526 2024 137,780 2025 498 2026 503 2027 and thereafter 2,271 Total long-term debt $ 284,959 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Components of Lease Expense | The table below sets forth the components of lease expense for the years ended December 31: 2021 2020 2019 Operating lease expense $ 16,533 $ 15,111 $ 14,824 Finance lease expense: Amortization of assets 221 836 978 Interest on lease liabilities 1 14 48 Short-term lease expense 954 525 336 Variable lease expense 4,853 2,940 2,663 Total lease expense $ 22,562 $ 19,426 $ 18,849 |
Supplemental Balance Sheet Information Related to Leases | The table below sets forth supplemental balance sheet information related to leases as of December 31: 2021 2020 Operating leases: Operating lease ROU assets $ 49,703 $ 54,457 Current operating lease liabilities 11,199 10,663 Noncurrent operating lease liabilities 22,291 27,041 Total operating lease liabilities $ 33,490 $ 37,704 Finance leases: Finance lease ROU assets $ 2,561 $ 2,507 Accumulated amortization ( 2,524 ) ( 2,298 ) Finance lease ROU assets, net $ 37 $ 209 Current finance lease liabilities $ 15 $ 149 Non-current finance lease liabilities 23 24 Total finance lease liabilities $ 38 $ 173 Weighted average remaining lease term (in years): Operating leases 6.9 7.6 Finance leases 2.3 0.6 Weighted average discount rate: Operating leases 4.0 % 4.0 % Finance leases 3.7 % 3.1 % |
Supplemental Cash Flow and Other Information Related to Leases | The table below sets forth supplemental cash flow and other information related to leases for the twelve months ended December 31: 2021 2020 2019 Cash paid for the amounts included in the measurements of lease liabilities: Operating cash outflows from operating leases $ 24,040 $ 15,943 $ 18,325 Operating cash outflows from finance leases 1 19 48 Financing cash outflow from finance leases 291 919 1,082 ROU assets obtained in exchange for lease liabilities incurred: Operating leases 13,038 6,339 3,956 |
Schedule of Operating and Finance Lease Liability Maturities | The table below sets forth information about lease liability maturities: December 31, 2021 Operating Leases Finance Leases 2022 $ 12,285 $ 14 2023 7,145 12 2024 4,349 11 2025 4,205 2 2026 2,774 - 2027 676 - 2028 and thereafter 8,356 - Total lease payments 39,790 39 Less: imputed interest ( 6,300 ) ( 1 ) Total lease obligations 33,490 38 Less: current obligations ( 11,199 ) ( 15 ) Long-term lease obligations $ 22,291 $ 23 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities and other current liabilities at December 31 were: 2021 2020 Accrued expenses $ 55,480 $ 73,273 Compensation and payroll taxes 73,124 48,748 Equipment purchases 24,257 7,297 Operating lease 11,199 10,663 Finance lease 15 149 Accrued pricing adjustments 11,401 7,891 Accrued professional services 3,189 3,708 Tax payable - non-income tax related 2,273 7,858 Other 3,711 530 $ 184,649 $ 160,117 |
Schedule of Other Long-Term Liabilities | Other long-term liabilities at December 31 were: 2021 2020 Accrued defined benefit plan $ 19,606 $ 35,316 Unrecognized tax benefits 29,652 27,965 Operating lease 22,291 27,041 Finance lease 23 24 Deferred grants and subsidy 14,139 11,924 Deferred compensation 20,079 14,833 Tax contingencies 8,787 8,787 Other 8,356 4,905 $ 122,933 $ 130,795 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The table below sets forth our (loss) income before taxes for the years ended December 31: Income (loss) before income taxes 2021 2020 2019 U.S. $ 122,127 $ 45,526 $ 73,352 Foreign 192,968 74,815 124,894 Total $ 315,095 $ 120,341 $ 198,246 The table below sets forth the components of our income tax provision (benefit) for the years ended December 31: 2021 2020 2019 Current tax provision Federal $ 15,691 $ 631 $ 259 Foreign 25,489 17,115 28,829 State ( 17 ) 56 92 41,163 17,802 29,180 Deferred tax provision (benefit) Federal ( 1,116 ) 6,411 886 Foreign 31,222 ( 6,210 ) 11,994 State - 65 30 30,106 266 12,910 Liability for unrecognized tax benefits 7,538 3,044 2,041 Total income tax provision $ 78,807 $ 21,112 $ 44,131 |
Schedule of Effective Income Tax Rate Reconciliation | The table below sets forth a reconciliation between the effective tax rate and the statutory tax rates for the years ended December 31: 2021 2020 2019 Percent Percent Percent of pretax of pretax of pretax Amount earnings* Amount earnings* Amount earnings* Federal tax $ 66,170 21.0 $ 25,272 21.0 $ 41,632 21.0 State income taxes, net of federal tax ( 474 ) ( 0.2 ) ( 378 ) ( 0.3 ) 1,389 0.7 Foreign income taxed at different tax rates ( 2,018 ) ( 0.6 ) 81 0.1 ( 5,786 ) ( 2.9 ) U.S. tax impact of foreign operations ( 17,375 ) ( 5.5 ) ( 3,031 ) ( 2.5 ) ( 3,340 ) ( 1.7 ) Foreign withholding taxes 33,175 10.5 ( 1,798 ) ( 1.5 ) 22,685 11.4 Research and development ( 6,310 ) ( 2.0 ) ( 4,210 ) ( 3.5 ) ( 3,686 ) ( 1.9 ) Liability for unrecognized tax benefits 7,538 2.4 3,044 2.5 2,041 1.0 Valuation allowance ( 1,068 ) ( 0.3 ) 2,199 1.8 ( 10,563 ) ( 5.3 ) Employee stock-based compensation ( 812 ) ( 0.3 ) ( 660 ) ( 0.5 ) ( 52 ) - Other ( 19 ) - 593 0.5 ( 189 ) ( 0.1 ) Income tax provision $ 78,807 25.0 $ 21,112 17.5 $ 44,131 22.3 * The sum of the amounts in the table may not equal to the effective tax rate due to rounding. |
Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible | In accordance with the provisions related to accounting for uncertainty in income taxes, we recognize the benefit of a tax position if the position is “more likely than not” to prevail upon examination by the relevant tax authority. The table below sets forth a reconciliation of the beginning and ending amount of unrecognized tax benefits: 2021 2020 2019 Balance at January 1, $ 42,466 $ 35,652 $ 32,209 Additions based on tax positions related to the 9,244 7,495 9,274 Additions for prior year tax positions 138 4,952 39 Reductions for prior year tax positions ( 8,470 ) ( 5,633 ) ( 5,870 ) Balance at December 31, $ 43,378 $ 42,466 $ 35,652 |
Schedule of Deferred Tax Assets and Liabilities | The table below sets forth our deferred tax assets and liabilities as of December 31: 2021 2020 Deferred tax assets Inventory cost $ 21,692 $ 15,154 Accrued expenses and accounts receivable 5,966 5,294 Research and development tax credits 9,613 15,807 Net operating loss carryforwards 42,068 42,734 Lease obligations 2,050 2,982 Plant, equipment and intangible assets - 162 Accrued pension 3,878 6,386 Share based compensation and others 14,809 8,810 100,076 97,329 Valuation allowances ( 45,232 ) ( 45,591 ) Total deferred tax assets, non-current 54,844 51,738 Deferred tax liabilities Plant, equipment and intangible assets ( 1,330 ) - Right of use assets ( 1,975 ) ( 2,936 ) Outside basis differences and others ( 50,773 ) ( 13,467 ) Total deferred tax liabilities, non-current ( 54,078 ) ( 16,403 ) Net deferred tax assets $ 766 $ 35,335 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The table below sets forth net periodic benefit costs of the plan for the twelve months ended December 31: Defined Benefit Plan 2021 2020 Components of net periodic benefit cost: Service cost $ 275 $ 257 Interest cost 2,269 3,035 Recognized actuarial loss 2,959 2,100 Expected return on plan assets ( 7,266 ) ( 7,405 ) Prior service cost 72 56 Net periodic benefit cost $ ( 1,691 ) $ ( 1,957 ) |
Schedule of Benefit Obligation, Fair Value of Plan Assets, and Funded Status of our Plan | The table below sets forth the benefit obligation, the fair value of plan assets, and the funded status as of December 31: Defined Benefit Plan 2021 2020 Change in benefit obligation: Beginning balance $ 175,292 $ 158,680 Service cost 275 257 Interest cost 2,269 3,027 Actuarial (gain) loss ( 4,893 ) 12,522 Benefits paid ( 4,451 ) ( 4,769 ) Currency changes ( 1,728 ) 5,575 Benefit obligation at December 31 $ 166,764 $ 175,292 Change in plan assets: Beginning balance - fair value $ 147,861 $ 132,621 Employer contribution 3,027 2,822 Actual return on plan assets 10,314 12,535 Benefits paid ( 4,451 ) ( 4,769 ) Currency changes ( 1,722 ) 4,652 Fair value of plan assets at December 31 $ 155,029 $ 147,861 Underfunded status at December 31 $ ( 11,735 ) $ ( 27,431 ) |
Schedule of Assumptions Used | The following weighted-average assumptions were used to determine net periodic benefit costs for the twelve months ended December 31: 2021 2020 Discount rate 1.9 % 1.3 % Expected long-term return on plan assets 5.3 % 4.9 % The following weighted-average assumption was used to determine the benefit obligations at December 31: 2021 2020 Discount rate 1.9 % 1.3 % |
Schedule of Allocation Of Plan Assets | The table below sets forth the plan asset allocations of the assets in the plan and expected long-term return by asset category: Asset category Expected long-term Asset allocation Growth assets 7.0 % 70 % Hedging assets 1.2 % 28 % Cash 0.3 % 2 % |
Schedule of Expected Benefit Payments | Benefit plan payments are primarily made from funded benefit plan trusts and current assets. The table below sets forth the expected future benefit payments, including future benefit accrual, as of December 31, 2021: 2022 $ 4,942 2023 5,354 2024 5,725 2025 5,816 2026 5,946 2027-2031 32,224 |
Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets | The following table summarizes the major categories of the plan assets: December 31, 2021 Asset category Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 9,685 $ - $ - $ 9,685 Equity securities: U.K. - 1,982 - 1,982 Overseas equities - 46,447 - 46,447 Emerging markets - 11,662 - 11,662 Fixed income securities: Government bonds - 6,289 - 6,289 Non-government bonds - 7,702 - 7,702 Other types of investments Hedge funds - 19,208 - 19,208 Property - - - - Liability-driven investments - 46,463 - 46,463 Commodities - 5,581 - 5,581 Other - 10 - 10 Total $ 9,685 $ 145,344 $ - $ 155,029 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule of Share-Based Compensation Expense | The table below sets forth the line items where share-based compensation expense was recorded for the twelve months ended December 31: 2021 2020 2019 Cost of goods sold $ 1,321 $ 1,064 $ 925 Selling, general and administrative expense 28,188 21,013 16,687 Research and development expense 3,696 3,183 2,923 Total share-based compensation expense $ 33,205 $ 25,260 $ 20,535 |
Schedule of Share-Based Compensation Expense by Type | The table below sets forth share-based compensation expense by type for the twelve months ended December 31: 2021 2020 2019 Stock options $ 73 $ - $ - Share grants 33,132 25,260 20,535 Total share-based compensation expense $ 33,205 $ 25,260 $ 20,535 |
Schedule of Share Based Compensation Stock Options Activity | The table below sets forth a summary of activity in our stock option plan: Stock Options Shares Weighted Average Weighted Average Aggregate Outstanding at December 31, 2018 988 23.47 $ 8,693 Exercised ( 524 ) 22.68 $ 10,600 Outstanding and Exercisable at December 31, 2019 464 24.37 $ 14,849 Exercised ( 272 ) 25.11 $ 8,278 Outstanding and Exercisable at December 31, 2020 192 23.32 $ 9,059 Exercised ( 187 ) 23.19 $ 10,631 Outstanding and Exercisable at December 31, 2021 5 27.92 0.4 $ 409 |
Schedule of Stock Options Outstanding | The table below sets forth information about stock options outstanding at December 31, 2021: Plan Range of Exercise Prices Number Exercisable Weighted Average Remaining Contractual Life Weighted Average Exercise Price 2013 Plan $ 27.92 5,000 0.4 $ 27.92 |
Summary of Nonvested Share Grants | The table below sets forth a summary of our non-vested share grants in 2020, 2019 and 2018: Nonvested at December 31, 2018 1,667 26.68 Granted 670 38.15 Vested ( 573 ) 24.90 Forfeited ( 67 ) 30.44 Nonvested at December 31, 2019 1,697 31.71 Granted 573 48.83 Vested ( 770 ) 27.78 Forfeited and other 88 38.31 Nonvested at December 31, 2020 1,588 39.30 Granted 598 79.26 Vested ( 750 ) 33.39 $ 60,346 Forfeited and other ( 34 ) 52.27 Nonvested at December 31, 2021 1,402 54.94 $ 153,989 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Net Sales, Purchases and Expenses of Related Party Transactions | The tables below set forth the revenues, expenses, accounts receivable and accounts payable with our related parties. The tables below set forth the net sales, purchases and expenses, for the twelve months ended December 31: 2021 2020 2019 Keylink Net sales $ 19,689 $ 19,757 $ 15,543 Purchases $ 2,015 $ 1,538 $ 2,399 Plating, rental and consulting expense $ 17,922 $ 14,647 $ 15,316 Nuvoton Net sales $ 65 $ 10 $ - Purchases $ 9,764 $ 8,418 $ 7,719 JCP Purchases $ 1,240 $ 1,095 $ 625 LSC, its subsidiaries and affiliates Net sales $ - $ 518 $ 912 Purchases $ - $ 12,062 $ 13,799 |
Schedule of Account Receivable and Payable of Related Party Transactions | The table below sets forth accounts receivable from and accounts payable to related parties at December 31: 2021 2020 Keylink Accounts receivable $ 39,530 $ 35,365 Accounts payable $ 36,090 $ 31,247 Nuvoton Accounts receivable $ - $ 10 Accounts payable $ 2,014 $ 796 JCP Accounts payable $ 235 $ 357 |
Segment Information, Revenue _2
Segment Information, Revenue and Enterprise-Wide Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: 2021 Asia Americas Europe Consolidated Total sales $ 1,939,540 $ 1,108,460 $ 278,126 $ 3,326,126 Inter-company sales ( 730,058 ) ( 678,662 ) ( 112,244 ) ( 1,520,964 ) Net sales $ 1,209,482 $ 429,798 $ 165,882 $ 1,805,162 Property, plant and equipment $ 456,109 $ 22,943 $ 103,026 $ 582,079 Assets $ 1,547,518 $ 415,133 $ 231,844 $ 2,194,495 2020 Asia Americas Europe Consolidated Total sales $ 1,399,517 $ 807,405 $ 222,227 $ 2,429,149 Inter-company sales ( 565,723 ) ( 531,385 ) ( 102,826 ) ( 1,199,934 ) Net sales $ 833,794 $ 276,020 $ 119,401 $ 1,229,215 Property, plant and equipment $ 421,185 $ 24,726 $ 84,904 $ 530,815 Assets $ 1,522,835 $ 229,610 $ 227,012 $ 1,979,457 2019 Asia Americas Europe Consolidated Total sales $ 1,234,750 $ 612,697 $ 234,092 $ 2,081,539 Inter-company sales ( 418,377 ) ( 320,746 ) ( 93,286 ) ( 832,409 ) Net sales $ 816,373 $ 291,951 $ 140,806 $ 1,249,130 Property, plant and equipment $ 379,075 $ 23,104 $ 67,395 $ 469,574 Assets $ 1,207,331 $ 216,250 $ 215,803 $ 1,639,384 |
Schedule of Net Sales by Direct Sales or Distributor and Location | The tables below set forth net sales for the Company disaggregated into geographic locations based on shipment and by type (direct sales or distributor ) for the twelve months ended December 31, 2021, 2020 and 2019: Net Sales by Region 2021 2020 2019 Asia $ 1,439,545 $ 961,376 $ 942,576 Europe 220,772 171,985 181,016 Americas 144,845 95,854 125,538 Total net sales $ 1,805,162 $ 1,229,215 $ 1,249,130 Net Sales by Type 2021 2020 2020 Direct sales $ 607,645 $ 419,024 $ 407,851 Distributor sales 1,197,517 810,191 841,279 Total net sales $ 1,805,162 $ 1,229,215 $ 1,249,130 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Land Right Leases | In addition, we have the following land right leases. None of the leases requires a rental payment. Term (years) Expiration Date Chengdu, China 50 2061 Shanghai, China* 50 2056 Shanghai, China* 50 2058 Shandong, China 50 2058 Yangzhou, China 50 2065 * Separate leases by separate Diodes’ subsidiaries |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Outstanding Foreign Currency Forward Contracts | The tables below set forth outstanding foreign currency forward contracts at December 31, 2021 and 2020: Notional Amount Effective Date Maturity Date Index* Weighted Average Strike Rate Cash Flow Hedge Designation 3,693 December 2021 January 2022 EUR/GPB 0.8398 Non-designated 5,571 December 2021 January 2022 EUR/USD 1.1346 Non-designated 7,867 December 2021 January 2022 GPB/USD 1.3510 Non-designated 139,123 December 2021 January 2022 USD/CNY 6.3757 Non-designated 3,520 December 2021 January 2022 USD/JPY 115.1230 Non-designated 33,883 December 2021 January 2022 USD/TWD 27.6740 Non-designated 286 November 2021 April 2022 JPY 113.7800 Non-designated 286 November 2021 May 2022 JPY 113.7300 Non-designated 286 November 2021 June 2022 JPY 113.6800 Non-designated 286 November 2021 July 2022 JPY 113.6300 Non-designated 428 November 2021 August 2022 JPY 113.5600 Non-designated $ 195,229 1,205 December 2020 February 2021 EUR/GPB 0.8948 Non-designated 2,202 December 2020 February 2021 EUR/USD 1.2218 Non-designated 12,879 December 2020 February 2021 GPB/USD 1.3654 Non-designated 213,508 April 2020 - December 2020 January 2021 - May 2021 USD/CNY 6.5806 Non-designated 3,189 December 2020 February 2021 USD/JPY 103.3150 Non-designated 43,180 January 2020 - December 2020 January 2021 - May 2021 USD/TWD 28.1442 Non-designated $ 276,163 * 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 of and the notional amount of our interest rate related derivative instruments at December 31 2021 and December 31, 2020: Number of Instruments Notional Amount 2021 2020 2021 2020 Interest rate swaps and collars - 6 $ - $ 140,000 |
Summary of Fair Value of Interest Rate Related Derivative Financial Instruments and Their Classification on 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 the Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020: Fair Value Other Current Liabilities 2021 2020 Interest rate swaps and collars $ - $ 1,626 |
Summary of Effect of Derivative Financial Instruments on Consolidated Statements of Income | The tables below sets forth the effect of the Company’s derivative financial instruments on the Consolidated Statements of Income for the years ended December 31 2021, 2020 and 2019: Amount of Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified Amount of Gain or (Loss) Reclassified from Accumulated OCI into Net Income Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) December 31, from Accumulated December 31, Portion Excluded from December 31, Derivative Instruments Designated as Hedging 2021 2020 2019 OCI into Income 2021 2020 2019 Effectiveness Testing) 2021 2020 2019 Interest rate swaps and collars $ ( 13 ) $ ( 1,581 ) $ ( 2,997 ) Interest expense $ ( 555 ) $ ( 445 ) $ 1,248 N/A $ - $ - $ - Cross currency swaps 989 ( 2,305 ) ( 298 ) N/A - - - Interest income 2,469 - 688 Amount of Gain or (Loss) Recognized in Net Income December 31, Gain or (Loss)Recognized Derivatives Not Designated As Hedging Instruments 2021 2020 2019 in Net Income Foreign currency forward contracts $ 3,925 $ 3,584 $ ( 3,662 ) Foreign currency loss, net |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Major Classes of Assets and Liabilities Classified as Held-for-Sale on Condensed Consolidated Balance Sheet and Gain Recognized In Other Income on The Consolidated Statement of Income | The table below sets forth the major classes of assets and liabilities that were previously classified as held-for-sale on the consolidated balance sheet and the gain recognized in other income on the consolidated statement of income: Assets Cash and cash equivalents $ 8,936 Accounts receivable, net 16,347 Inventories, net 5,415 Other current assets 1,387 Property, plant and equipment 5,598 Deferred income tax 3,198 Other long-term assets 4,807 Total assets disposed $ 45,688 Liabilities Accounts payable 5,025 Accrued liabilities and other 4,913 Other long-term liabilities 2,471 Total liabilities disposed 12,409 Net assets disposed $ 33,279 |
Lite On Semiconductor | |
Summary of Business Acquisition, Purchase Price | Total consideration paid $ 453.4 Less: Settlement of pre-existing relationships Reacquisition of Diodes stock owned by LSC (1) ( 296.8 ) Net accounts receivable on LSC books owed by Diodes ( 2.6 ) Total amount of pre-existing relationship settled ( 299.4 ) Remaining consideration $ 154.0 |
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 acquisition and the corresponding line item in which the item is recorded in our condensed consolidated balance sheet at the date of acquisition. Original Preliminary Final Value Adjustments Value Cash and cash equivalents $ 131,046 $ - $ 131,046 Accounts receivable 44,896 - 44,896 Inventories 55,710 ( 714 ) 54,996 Prepaid expenses and other current assets 11,447 - 11,447 Property, plant and equipment 67,952 4,808 72,760 Deferred income tax 15,732 ( 1,412 ) 14,320 Other long-term assets 26,037 26,037 Total assets acquired 352,820 2,682 355,502 Line of credit 88,508 - 88,508 Accounts payable 35,245 - 35,245 Accrued liabilities and other 48,992 ( 14,297 ) 34,695 Income tax payable 6,264 10,735 16,999 Deferred tax liabilities 8,941 6,244 15,185 Other long-term liabilities 10,783 - 10,783 Total liabilities assumed 198,733 2,682 201,415 Non-controlling interest 54 - 54 Net assets acquired $ 154,033 $ - $ 154,033 |
Business Acquisition, Unaudited Pro Forma Information | The following unaudited pro forma summary presents consolidated information of the Company as if the acquisition and consolidation of LSC had occurred on January 1, 2019: Twelve Months Ended Twelve Months Ended December 31, 2020 December 31, 2019 Net revenues $ 1,421,494 $ 1,447,001 Net income $ 95,908 $ 140,027 Net income attributable to common stockholders $ 96,517 $ 139,603 Earnings per share - basic $ 2.23 $ 3.24 Earnings per share - diluted $ 2.18 $ 3.17 |
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 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 (in millions) . Cash and cash equivalents $ 6.2 Prepaid expenses and other 0.7 Goodwill 13.9 Intangible assets, net 6.1 Other long-term assets 0.4 Accrued liabilities and other 10.2 Noncontrolling interest 11.8 |
Summary of Operations and Sig_4
Summary of Operations and Significant Accounting Policies - Additional Information (Details) | Nov. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 30, 2021USD ($) |
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | ||||||
Product returns and other allowances | $ 220,300,000 | $ 194,700,000 | $ 163,900,000 | |||
Allowance for doubtful accounts | $ 3,800,000 | $ 4,300,000 | 3,800,000 | |||
Number of operating segment | Segment | 1 | |||||
Impairment of goodwill | $ 0 | 0 | 0 | |||
Cost of goods sold | 1,134,802,000 | 798,094,000 | 783,323,000 | |||
Foreign exchange transaction losses | 2,107,000 | 9,814,000 | 3,737,000 | |||
Accumulated other comprehensive loss | $ 73,606,000 | 50,517,000 | 73,606,000 | 108,100,000 | ||
Shipping and Handling | ||||||
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | ||||||
Cost of goods sold | $ 24,100,000 | 16,600,000 | $ 13,900,000 | |||
Minimum | Building | ||||||
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | ||||||
Estimated useful lives | 20 years | |||||
Minimum | Machinery and Equipment | ||||||
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | ||||||
Estimated useful lives | 3 years | |||||
Minimum | Leaseholds and Leasehold Improvements | ||||||
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | ||||||
Estimated useful lives | 3 years | |||||
Maximum | Building | ||||||
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | ||||||
Estimated useful lives | 55 years | |||||
Maximum | Machinery and Equipment | ||||||
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | ||||||
Estimated useful lives | 10 years | |||||
Maximum | Leaseholds and Leasehold Improvements | ||||||
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | ||||||
Estimated useful lives | 5 years | |||||
Acquired Businesses | ||||||
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | ||||||
Ownership percentage | 100.00% | |||||
Lite On Semiconductor | ||||||
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | ||||||
Ownership percentage | 100.00% | |||||
Business acquisition shares repurchased | shares | 7,765,778 | |||||
Net liability assumed | $ 198,733,000 | $ 201,415,000 | ||||
Lite On Semiconductor | Treasury Stock | ||||||
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | ||||||
Business acquisition shares repurchased | shares | 7,765,778 | |||||
LSC Defined Benefit Plan for Certain LSC Employees | ||||||
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | ||||||
Net liability assumed | $ 4,700,000 | $ 4,700,000 |
Summary of Operations and Sig_5
Summary of Operations and Significant Accounting Policies - Component of Comprehensive Income (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Unrealized foreign currency losses | $ (7,760) | $ (21,614) |
Unrealized gain on cross currency and interest rate swaps, net of tax | (2,157) | (3,574) |
Unrealized loss on defined benefit plan | $ (40,600) | $ (48,418) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per share reconciliation disclosure | Basic earnings per share is calculated by dividing net earnings attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated similarly but includes potential dilution from the exercise of stock options and stock awards, except when the effect would be anti-dilutive. |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings (numerator) | |||
Net income (loss) attributable to common stockholders | $ 228,763 | $ 98,088 | $ 153,250 |
Shares (denominator) | |||
Weighted average common shares outstanding (basic) | 44,772 | 51,004 | 50,787 |
Dilutive effect of stock options and stock awards outstanding | 1,009 | 1,129 | 1,073 |
Adjusted weighted average common shares outstanding (diluted) | 45,781 | 52,133 | 51,860 |
Earnings (loss) per share attributable to common stockholders | |||
Basic | $ 5.11 | $ 1.92 | $ 3.02 |
Diluted | $ 5 | $ 1.88 | $ 2.96 |
Stock options and stock awards excluded from EPS calculation because their inclusion would be anti-dilutive | 1 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets At Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 6,542 | $ 6,142 |
Long-term investments | 47,001 | 18,295 |
Deferred compensation investments | 15,483 | 12,829 |
Trading Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term investments | 28,018 | 2,083 |
Deferred compensation investments | 1,527 | 3,142 |
Cross-currency Swap Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of derivative instruments, liability derivatives | 1,330 | 2,305 |
Interest Rate Swap Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of derivative instruments, liability derivatives | 1,626 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | 6,542 | 6,142 |
Long-term investments | 47,001 | 18,295 |
Deferred compensation investments | 904 | 691 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Deferred compensation investments | 14,579 | 12,138 |
Significant Other Observable Inputs (Level 2) | Cross-currency Swap Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of derivative instruments, liability derivatives | $ 1,330 | 2,305 |
Significant Other Observable Inputs (Level 2) | Interest Rate Swap Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of derivative instruments, liability derivatives | $ 1,626 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory Current (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 108,557 | $ 85,506 |
Work-in-progress | 81,784 | 73,466 |
Raw materials | 158,281 | 148,090 |
Total | $ 348,622 | $ 307,062 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | |||
Buildings and leasehold improvements, Gross | $ 276,958 | $ 267,700 | |
Machinery and equipment | 962,597 | 942,405 | |
Property, plant and equipment, at cost | 1,239,555 | 1,210,105 | |
Less: Accumulated depreciation and amortization | (836,364) | (791,348) | |
Net | 403,191 | 418,757 | |
Construction in-progress | 111,987 | 45,060 | |
Land | 66,901 | 66,998 | |
Property, plant and equipment, net | $ 582,079 | $ 530,815 | $ 469,574 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 106,219 | $ 91,747 | $ 91,543 | |
Gain realized upon selling land | $ 24,300 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | $ 247,695 | $ 245,176 |
Accumulated Amortization | (156,927) | (140,710) |
Currency Exchange | (7,582) | (7,781) |
Amortization of Intangible Assets, Net | 83,186 | 96,685 |
Gross Carrying Amount | 12,364 | 14,883 |
Currency Exchange | (1,000) | (977) |
Net | 11,364 | 13,906 |
Intangible Assets, Gross (Excluding Goodwill), Total | 260,059 | 260,059 |
Total Intangible Assets - Accumulated Amortization | (156,927) | (140,710) |
Total Intangible Assets - Currency Exchange and Other | (8,582) | (8,758) |
Total Intangible Assets - Net | 94,550 | 110,591 |
In Process Research and Development | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 2,061 | 4,580 |
Net | 2,061 | 4,580 |
Trademarks and Trade Names | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 10,303 | 10,303 |
Currency Exchange | (1,000) | (977) |
Net | 9,303 | 9,326 |
Patents | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 16,040 | 13,040 |
Accumulated Amortization | (15,242) | (11,409) |
Currency Exchange | (97) | (139) |
Amortization of Intangible Assets, Net | $ 701 | $ 1,492 |
Patents | Minimum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 5 years | 5 years |
Patents | Maximum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 15 years | 15 years |
Developed Product Technology | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | $ 166,819 | $ 164,300 |
Accumulated Amortization | (100,248) | (89,027) |
Currency Exchange | (5,736) | (5,891) |
Amortization of Intangible Assets, Net | $ 60,835 | $ 69,382 |
Developed Product Technology | Minimum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 2 years | 2 years |
Developed Product Technology | Maximum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 10 years | 10 years |
Customer Relationships | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | $ 62,093 | $ 62,093 |
Accumulated Amortization | (38,760) | (34,597) |
Currency Exchange | (1,688) | (1,688) |
Amortization of Intangible Assets, Net | $ 21,645 | $ 25,808 |
Useful life | 12 years | |
Customer Relationships | Minimum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 7 years | 7 years |
Customer Relationships | Maximum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 12 years | |
Software License And Other | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | $ 2,743 | $ 5,743 |
Accumulated Amortization | (2,677) | (5,677) |
Currency Exchange | (61) | (63) |
Amortization of Intangible Assets, Net | $ 5 | $ 3 |
Software License And Other | Minimum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 3 years | 3 years |
Software License And Other | Maximum | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Useful life | 4 years | 4 years |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Amortization of intangibles | $ 16,216 | $ 16,260 | $ 18,041 |
Weighted amortization period for intangible assets | 9 years 10 months 24 days |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 15,531 | |
2023 | 14,976 | |
2024 | 14,616 | |
2025 | 13,618 | |
2026 | 12,055 | |
2027 and thereafter | 12,390 | |
Amortization of Intangible Assets, Net | $ 83,186 | $ 96,685 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill | ||
Goodwill beginning balance | $ 158,331 | $ 141,318 |
Foreign currency translation adjustment | 711 | 3,051 |
Goodwill ending balance | 149,890 | 158,331 |
Savitech Acquisitions | ||
Goodwill | ||
Acquisitions | $ 13,962 | |
Adjustment to previously recorded goodwill | $ (9,152) |
Bank Credit Agreements and Ot_3
Bank Credit Agreements and Other Short-Term and Long-Term Debt - Additional Information (Details) - USD ($) | Dec. 29, 2021 | Jan. 22, 2021 | Dec. 31, 2021 | Dec. 28, 2021 | Dec. 31, 2020 | Nov. 30, 2020 |
Line Of Credit Facility [Line Items] | ||||||
Long term debt | $ 284,959,000 | $ 312,247,000 | ||||
Credit Agreement | ||||||
Line Of Credit Facility [Line Items] | ||||||
Dividends | $ 25,000,000 | |||||
Credit agreement commencement date | May 29, 2020 | |||||
Financial and non-financial convenants, description | Furthermore, under the Credit Agreement, restricted payments, including dividends and share repurchases, are permitted in certain circumstances, including while the pro forma Consolidated Leverage Ratio is, both before and after giving effect to any such restricted payment, at least 0.25 to 1.00 less than the maximum permitted under the Credit Agreement. | |||||
Revolver | ||||||
Line Of Credit Facility [Line Items] | ||||||
Lines of credit maximum borrowing capacity | 200,000,000 | $ 150,000,000 | ||||
Outstanding borrowings | 50,000,000 | |||||
Incrementable Term Loans | ||||||
Line Of Credit Facility [Line Items] | ||||||
Lines of credit maximum borrowing capacity | $ 50,000,000 | |||||
ERIS Technology Corporation | ||||||
Line Of Credit Facility [Line Items] | ||||||
Percentage of shares acquired by subsidiary in acquiree | 51.00% | |||||
Lite On Semiconductor | ||||||
Line Of Credit Facility [Line Items] | ||||||
Percentage of shares acquired by subsidiary in acquiree | 100.00% | |||||
Diodes Hong Kong Limited (the “Borrower”) | Facility Agreement | ||||||
Line Of Credit Facility [Line Items] | ||||||
Debt instrument agreement entered date | Jan. 22, 2021 | |||||
Diodes Hong Kong Limited (the “Borrower”) | Facility Agreement | Revolving Loan Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Lines of credit maximum borrowing capacity | $ 100,000,000 | |||||
Short-Term Debt | ||||||
Line Of Credit Facility [Line Items] | ||||||
Lines of credit unused and available | $ 103,400,000 | |||||
Line of credit facility advanced under foreign credit line | 18,100,000 | |||||
Line of Credit Facility Credit Used For Guarantee | 1,000,000 | |||||
Short-Term Debt | Unsecured | ||||||
Line Of Credit Facility [Line Items] | ||||||
Lines of credit maximum borrowing capacity | $ 122,500,000 |
Bank Credit Agreements and Ot_4
Bank Credit Agreements and Other Short-Term and Long-Term Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 284,959 | $ 312,247 |
Less: Current portion of long-term debt | (17,381) | (21,860) |
Less: Unamortized debt-issuance costs | (2,004) | (2,208) |
Long-term debt, net of current portion | 265,574 | 288,179 |
Various during 2022 | ||
Debt Instrument [Line Items] | ||
Short-term debt | $ 18,068 | 140,567 |
Short-term debt, Interest Rate | Various indices plus margin | |
May 2024 | Term Loan and Revolver | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 155,122 | 282,250 |
Long-term debt, Interest Rate | Libor plus margin | |
Notes Payable to Bank | Bank of Taiwan | June 2033 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 2,492 | 4,154 |
Long-term debt, Interest Rate | Variable, 1.3% base | |
Notes Payable to Bank | Bank of Taiwan | September 2023 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 1,807 | |
Long-term debt, Interest Rate | 2 year deposit rate floating | |
Notes Payable to Bank | China Trust Bank | May 2024 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 16,168 | 16,714 |
Long-term debt, Interest Rate | Taibor 3 month rate + 0.5% | |
Notes Payable to Bank | China Trust Bank | December 2023 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 3,614 | 3,511 |
Long-term debt, Interest Rate | Taibor 3 month rate + 0.5% | |
Notes Payable to Bank | E Sun Bank | December 2023 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 3,614 | 3,511 |
Long-term debt, Interest Rate | 1-M deposit rate plus 0.08% | |
Notes Payable to Bank | E Sun Bank | June 2027 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 371 | 386 |
Long-term debt, Interest Rate | 1-M deposit rate plus 0.08% | |
Notes Payable to Bank | E Sun Bank | June 2030 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 1,771 | $ 1,721 |
Long-term debt, Interest Rate | 1-M deposit rate plus 0.08% | |
Notes Payable to Bank | HSBC | January 2023 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 100,000 | |
Long-term debt, Interest Rate | Libor plus margin |
Bank Credit Agreements and Ot_5
Bank Credit Agreements and Other Short-Term and Long-Term Debt - Schedule of Maturities of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Long-term Debt, by Current and Noncurrent [Abstract] | ||
2022 | $ 17,381 | |
2023 | 126,526 | |
2024 | 137,780 | |
2025 | 498 | |
2026 | 503 | |
2027 and thereafter | 2,271 | |
Total long-term debt | $ 284,959 | $ 312,247 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease expense | $ 16,533 | $ 15,111 | $ 14,824 |
Finance lease expense: | |||
Amortization of assets | 221 | 836 | 978 |
Interest on lease liabilities | 1 | 14 | 48 |
Short-term lease expense | 954 | 525 | 336 |
Variable lease expense | 4,853 | 2,940 | 2,663 |
Total lease expense | $ 22,562 | $ 19,426 | $ 18,849 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating leases: | ||
Operating lease ROU assets | $ 49,703 | $ 54,457 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other long-term assets | Other long-term assets |
Other long-term assets | $ 159,048 | $ 97,892 |
Current operating lease liabilities | $ 11,199 | $ 10,663 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities | Accrued liabilities |
Noncurrent operating lease liabilities | $ 22,291 | $ 27,041 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Total operating lease liabilities | $ 33,490 | $ 37,704 |
Finance leases: | ||
Finance lease ROU assets | $ 2,561 | $ 2,507 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other long-term assets | Other long-term assets |
Accumulated amortization | $ (2,524) | $ (2,298) |
Finance lease ROU assets, net | 37 | 209 |
Current finance lease liabilities | $ 15 | $ 149 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities | Accrued liabilities |
Accrued liabilities | $ 184,649 | $ 160,117 |
Non-current finance lease liabilities | 23 | 24 |
Other long-term liabilities | $ 122,933 | $ 130,795 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Total finance lease liabilities | $ 38 | $ 173 |
Weighted average remaining lease term (in years): | ||
Operating leases | 6 years 10 months 24 days | 7 years 7 months 6 days |
Finance leases | 2 years 3 months 18 days | 7 months 6 days |
Weighted average discount rate: | ||
Operating leases | 4.00% | 4.00% |
Finance leases | 3.70% | 3.10% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for the amounts included in the measurements of lease liabilities: | |||
Operating cash outflows from operating leases | $ 24,040 | $ 15,943 | $ 18,325 |
Operating cash outflows from finance leases | 1 | 19 | 48 |
Financing cash outflow from finance leases | 291 | 919 | 1,082 |
ROU assets obtained in exchange for lease liabilities incurred: | |||
Operating leases | $ 13,038 | $ 6,339 | $ 3,956 |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Lease Liability Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating Leases, 2022 | $ 12,285 | |
Operating Leases, 2023 | 7,145 | |
Operating Leases, 2024 | 4,349 | |
Operating Leases, 2025 | 4,205 | |
Operating Leases, 2026 | 2,774 | |
Operating Leases, 2027 | 676 | |
Operating Leases, 2028 and thereafter | 8,356 | |
Operating Leases, Total lease payments | 39,790 | |
Operating Leases, Less: imputed interest | (6,300) | |
Total operating lease liabilities | 33,490 | $ 37,704 |
Operating Leases, Less: current obligations | (11,199) | (10,663) |
Noncurrent operating lease liabilities | 22,291 | 27,041 |
Finance Leases, 2022 | 14 | |
Finance Leases, 2023 | 12 | |
Finance Leases, 2024 | 11 | |
Finance Leases, 2025 | 2 | |
Finance Leases, Total lease payments | 39 | |
Finance Leases, Less: imputed interest | (1) | |
Total finance lease liabilities | 38 | 173 |
Finance Leases, Less: current obligations | (15) | (149) |
Non-current finance lease liabilities | $ 23 | $ 24 |
Accrued Liabilities and Other C
Accrued Liabilities and Other Current Liabilities, and Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Accrued expenses | $ 55,480 | $ 73,273 |
Compensation and payroll taxes | 73,124 | 48,748 |
Equipment purchases | 24,257 | 7,297 |
Operating lease | 11,199 | 10,663 |
Finance lease | 15 | 149 |
Accrued pricing adjustments | 11,401 | 7,891 |
Accrued professional services | 3,189 | 3,708 |
Tax payable - non-income tax related | 2,273 | 7,858 |
Other | 3,711 | 530 |
Accrued Liabilities, Current, Total | 184,649 | 160,117 |
Liabilities, Noncurrent [Abstract] | ||
Accrued defined benefit plan | 19,606 | 35,316 |
Unrecognized tax benefits | 29,652 | 27,965 |
Operating lease | 22,291 | 27,041 |
Finance lease | 23 | 24 |
Deferred grants and subsidy | 14,139 | 11,924 |
Deferred compensation | 20,079 | 14,833 |
Tax contingencies | 8,787 | 8,787 |
Other | 8,356 | 4,905 |
Other long-term liabilities, Total | $ 122,933 | $ 130,795 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Class Of Treasury Stock [Line Items] | ||
Other Restrictions on Payment of Dividends | Our U.S. Credit Facility permits us to pay dividends up to $25.0 million per fiscal year to its stockholders so long as we have not defaulted under the U.S. Credit Facility at the time of such dividend and no default would result from declaring or paying such dividend. | |
Maximum annual dividend payable on credit facility conditions | $ 25 | |
Lite On Semiconductor | ||
Equity Class Of Treasury Stock [Line Items] | ||
Treasury stock, shares, acquired | 7.8 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ 122,127 | $ 45,526 | $ 73,352 |
Foreign | 192,968 | 74,815 | 124,894 |
Income before income taxes and noncontrolling interest | 315,095 | 120,341 | 198,246 |
Current tax provision | |||
Federal | 15,691 | 631 | 259 |
Foreign | 25,489 | 17,115 | 28,829 |
State | (17) | 56 | 92 |
Current tax provision (benefit), Total | 41,163 | 17,802 | 29,180 |
Deferred tax provision (benefit) | |||
Federal | (1,116) | 6,411 | 886 |
Foreign | 31,222 | (6,210) | 11,994 |
State | 65 | 30 | |
Deferred Income Tax Expense (Benefit), Total | 30,106 | 266 | 12,910 |
Liability for unrecognized tax benefits | 7,538 | 3,044 | 2,041 |
Total income tax provision | $ 78,807 | $ 21,112 | $ 44,131 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | |||
Federal tax | $ 66,170 | $ 25,272 | $ 41,632 |
State income taxes, net of federal tax provision | (474) | (378) | 1,389 |
Foreign income taxed at different tax rates | (2,018) | 81 | (5,786) |
U.S. tax impact of foreign operations | (17,375) | (3,031) | (3,340) |
Foreign withholding taxes | 33,175 | (1,798) | 22,685 |
Research and development | (6,310) | (4,210) | (3,686) |
Liability for unrecognized tax benefits | 7,538 | 3,044 | 2,041 |
Valuation allowance | (1,068) | 2,199 | (10,563) |
Employee stock-based compensation | (812) | (660) | (52) |
Other | (19) | 593 | (189) |
Total income tax provision | $ 78,807 | $ 21,112 | $ 44,131 |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | |||
Income tax rate, Federal tax | 21.00% | 21.00% | 21.00% |
Income tax rate, State income taxes, net of federal tax provision | (0.20%) | (0.30%) | 0.70% |
Income tax rate, Foreign income taxed at different tax rates | (0.60%) | 0.10% | (2.90%) |
Income tax rate, U.S. tax impact of foreign operations | (5.50%) | (2.50%) | (1.70%) |
Income tax rate, Foreign withholding taxes | 10.50% | (1.50%) | 11.40% |
Income tax rate, Research and development | (2.00%) | (3.50%) | (1.90%) |
Income tax rate, Liability for unrecognized tax benefits | 2.40% | 2.50% | 1.00% |
Income tax rate, Valuation allowance | (0.30%) | 1.80% | (5.30%) |
Income tax rate, Employee stock-based compensation | (0.30%) | (0.50%) | |
Income tax rate, Other | 0.50% | (0.10%) | |
Income tax rate, Total | 25.00% | 17.50% | 22.30% |
Income Taxes - Summary of Posit
Income Taxes - Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning Balance | $ 42,466 | $ 35,652 | $ 32,209 |
Additions based on tax positions related to the current year | 9,244 | 7,495 | 9,274 |
Additions for prior year tax positions | 138 | 4,952 | 39 |
Reductions for prior year tax positions | (8,470) | (5,633) | (5,870) |
Ending Balance | $ 43,378 | $ 42,466 | $ 35,652 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Tax Credit Carryforward [Line Items] | ||||
Significant change in unrecognized tax benefits, nature of event | It is reasonably possible that the amount of the unrecognized benefit with respect to certain of our unrecognized tax positions will significantly increase or decrease within the next 12 months. | |||
Significant change in unrecognized tax benefits is reasonably possible, estimated range not possible | These changes may be the result of settlements of ongoing audits or competent authority proceedings. At this time, an estimate of the range of the reasonably possible outcomes cannot be made. | |||
Unrecognized tax benefits | $ 43,378,000 | $ 42,466,000 | $ 35,652,000 | $ 32,209,000 |
Unrecognized tax benefits, if recognized, would affect the effective tax rate | $ 41,300,000 | |||
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 tax year 2015. We are no longer subject to China income tax examinations by tax authorities for tax years before 2011. With respect to state and local jurisdictions and countries outside of the U.S., with limited exceptions, we are no longer subject to income tax audits for years before 2016. Although the outcome of tax audits is always uncertain, we believe that adequate amounts of tax, interest and penalties, if any, have been provided for in our reserve for any adjustments that may result from future tax audits. We recognize accrued interest and penalties, if any, related to unrecognized tax benefits in interest expense. We had an immaterial amount of accrued interest and penalties at December 31, 2021, 2020 and 2019. | |||
Net deferred tax assets | $ 766,000 | 35,335,000 | ||
Tax credit carryforward, valuation allowance | 9,000,000 | 9,000,000 | ||
Operating loss carryforward [Abstract] | ||||
Operating loss carryforwards, valuation allowance | 36,000,000 | 32,000,000 | ||
Income taxes supplemental information [Abstract] | ||||
Statutory accounting practices, retained earnings not available for dividends | 207,000,000 | |||
Additional tax on undistributed foreign earnings | 45,000,000 | |||
Tax holidays | $ 200,000 | $ 900,000 | $ 3,100,000 | |
Tax holidays basic EPS | $ 0 | $ 0.02 | $ 0.06 | |
Tax holidays diluted EPS | $ 0 | $ 0.02 | $ 0.06 | |
China | ||||
Income taxes supplemental information [Abstract] | ||||
Deferred tax liabilities, undistributed foreign earnings | $ 449,000,000 | |||
State and Local Jurisdiction | ||||
Tax Credit Carryforward [Line Items] | ||||
Tax credit carryforward, expiration dates | Jan. 1, 2021 | |||
Operating loss carryforward [Abstract] | ||||
Operating loss carryforwards | $ 1,000,000 | |||
Operating loss carryforwards, expiration dates | Jan. 1, 2021 | |||
Foreign Tax Authority | ||||
Operating loss carryforward [Abstract] | ||||
Operating loss carryforwards | $ 210,000,000 | |||
Operating loss carryforwards, expiration dates | Jan. 1, 2021 | |||
Income taxes supplemental information [Abstract] | ||||
Deferred tax liabilities, undistributed foreign earnings | $ 1,500,000,000 | |||
Research | Federal | ||||
Tax Credit Carryforward [Line Items] | ||||
Tax credit carryforward, amount | 0 | |||
Tax and Research | State and Local Jurisdiction | ||||
Tax Credit Carryforward [Line Items] | ||||
Tax credit carryforward, amount | 10,000,000 | |||
ASU No. 2013-11 | ||||
Tax Credit Carryforward [Line Items] | ||||
Deferred tax assets operating loss carryforwards | 11,700,000 | |||
Deferred tax liabilities excluding tax benefits for operating loss carryforwards | $ 11,000,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Inventory cost | $ 21,692 | $ 15,154 |
Accrued expenses and accounts receivable | 5,966 | 5,294 |
Research and development tax credits | 9,613 | 15,807 |
Net operating loss carryforwards | 42,068 | 42,734 |
Lease obligations | 2,050 | 2,982 |
Plant, equipment and intangible assets | 162 | |
Accrued pension | 3,878 | 6,386 |
Share based compensation and others | 14,809 | 8,810 |
Total deferred tax assets, include valuation allowance | 100,076 | 97,329 |
Valuation allowances | (45,232) | (45,591) |
Total deferred tax assets, non-current | 54,844 | 51,738 |
Deferred tax liabilities | ||
Plant, equipment and intangible assets | (1,330) | |
Right of use assets | (1,975) | (2,936) |
Outside basis differences and others | (50,773) | (13,467) |
Total deferred tax liabilities, non-current | (54,078) | (16,403) |
Net deferred tax assets | $ 766 | $ 35,335 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) £ in Millions | 12 Months Ended | |||||
Dec. 31, 2021USD ($)$ / £ | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021GBP (£)$ / £ | Mar. 31, 2019USD ($)$ / £ | Mar. 31, 2019GBP (£)$ / £ | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
GBP:USD exchange rate | $ / £ | 1 | 1 | 1 | 1 | ||
Underfunded pension and postretirement obligation, noncurrent | $ 11,700,000 | |||||
Accumulated comprehensive loss defined benefit plan | 40,600,000 | $ 48,418,000 | ||||
Defined benefit plan recognized gain loss increase(decrease) | 11,000,000 | |||||
Other comprehensive income (loss), pension and other postretirement benefit plans, net unamortized gain (loss) arising during period, before tax | $ 3,000,000 | |||||
Defined benefit plan amortization of net gains losses average term | 8 years 6 months | |||||
Defined benefit plan, estimated future employer contributions in current fiscal year, description | The trustees are required to review the funding position every three years. An actuarial valuation was performed as of March 31, 2019, resulting in a deficit of approximately GBP 26.7 million (approximately $34.7 million based on a GBP: USD exchange rate of 1:1.3). As a result of this valuation we have agreed to a revised schedule of contributions of GBP 2.0 million (approximately $2.6 million based on a GBP: USD exchange rate of 1:1.3 ) to be paid in annual installments with effect from April 1, 2020 to address the deficit revealed by the valuation (with the first payment made by March 31, 2021, and payments to be made by December 31 each year thereafter). These contributions, together with the assumed asset outperformance, are expected to eliminate the deficit by December 31, 2028. Further, we will pay GBP 0.2 million in annual installments effective April 1, 2020 to cover expenses. | |||||
Defined benefit plan, annual future benefit payments | $ 2,600,000 | £ 2 | ||||
Unfunded liability of defined benefit plan, deficit | $ 34,700,000 | £ 26.7 | ||||
Defined benefit plan, additional annual future benefit payments | £ | £ 0.2 | |||||
Defined benefit plan, plan assets, expected long-term rate-of-return above liability benchmark | 2.60% | |||||
Defined benefit plan, plan assets, expected long-term rate-of-return, description | The overall strategy is designed to return a long-term return of 2.6% p.a. above the liability benchmark which is broadly equal to changes in the plan’s liabilities. | |||||
Defined contribution plan, cost recognized | $ 21,700,000 | 10,200,000 | $ 16,300,000 | |||
Deferred compensation plan assets | $ 15,483,000 | 12,829,000 | ||||
Deferred Compensation Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Deferred compensation arrangements, overall, description | We maintain a Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) for executive officers, key employees and members of the Board of Directors. The 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 December 31, 2021 and December 31, 2020, these investments totaled approximately $15.5 million and $12.8 million, respectively. | |||||
Deferred compensation plan assets | $ 15,500,000 | 12,800,000 | ||||
LSC Defined Benefit Plan for Certain LSC Employees | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Net liability | 4,700,000 | |||||
Defined Benefit Plans Asia | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Net liability | $ 6,300,000 | $ 6,200,000 | ||||
Growth Assets | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined benefit plan, target allocation percentage of assets | 65.00% | 65.00% | ||||
Hedging assets | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined benefit plan, target allocation percentage of assets | 35.00% | 35.00% | ||||
TAIWAN, PROVINCE OF CHINA | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Employer matching contribution percentage | 6.00% | |||||
Description of defined contribution pension and other postretirement plans | Pursuant to the Taiwan Labor Standard Law and Factory Law, we maintain a retirement plan for the employees in Taiwan, whereby we make contributions at a rate of 6% of the employee’s eligible payroll. | |||||
China | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Description of defined contribution pension and other postretirement plans | As stipulated by the regulations of China, we maintain a retirement plan pursuant to the local municipal government for the employees in China. We are required to make contributions to the retirement plan at a rate between 10% and 22% of the employee’s eligible payroll. | |||||
China | Maximum | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Employer matching contribution percentage | 22.00% | |||||
China | Minimum | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Employer matching contribution percentage | 10.00% | |||||
United States | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Employee salary deferral contributions percentage | 100.00% | |||||
Employer matching contribution amount of match | $ 1 | |||||
Defined contribution plan employee matching contribution amount | $ 2 | |||||
Defined contribution plan vesting period | 4 years | |||||
Description of defined contribution pension and other postretirement plans | We maintain a 401(k) retirement plan (the “Plan”) for the benefit of qualified employees at our U.S. locations. Employees who participate may elect to make salary deferral contributions to the Plan up to 100% of the employees’ eligible payroll subject to annual Internal Revenue Code maximum limitations. We currently make a matching contribution of $1 for every $2 contributed by the participant up to 6% (3% maximum matching) of the participant’s eligible payroll, which vests over an initial four years. In addition, we may make a discretionary contribution to the entire qualified employee pool, in accordance with the Plan. | |||||
United States | Maximum | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Employer matching contribution percentage | 6.00% | |||||
Employer matching contribution percent of match | 3.00% | |||||
Pension Plan, Defined Benefit | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined benefit plans, general information | In connection with the Zetex acquisition, we adopted a contributory defined benefit plan that covers certain employees in the U.K. The defined benefit plan is closed to new entrants and frozen with respect to future benefit accruals. The retirement benefit is based on the final average compensation and service of each eligible employee. We determined the fair value of the defined benefit plan assets and utilize an annual measurement date of December 31. At subsequent measurement dates, defined benefit plan assets will be determined based on fair value. Defined benefit plan assets consist of a diverse range of listed and unlisted securities including corporate bonds and mutual funds and are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension liability. The net pension and supplemental retirement benefit obligations and the related periodic costs are based on, among other things, assumptions of the discount rate, estimated return on plan assets and mortality rates. These obligations and related periodic costs are measured using actuarial techniques and assumptions. | |||||
Defined benefit plan, pension, method to determine vested benefit obligation | The projected unit credit method is the actuarial cost method used to compute the pension liabilities and related expenses. | |||||
Pension Plan, Defined Benefit | UK | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Accumulated comprehensive loss defined benefit plan | $ 39,400,000 |
Employee Benefit Plans - Net pe
Employee Benefit Plans - Net periodic benefit costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||
Service cost | $ 275 | $ 257 |
Interest cost | 2,269 | 3,035 |
Recognized actuarial loss | 2,959 | 2,100 |
Expected return on plan assets | (7,266) | (7,405) |
Prior service cost | 72 | 56 |
Net periodic benefit cost | $ (1,691) | $ (1,957) |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Benefit Obligation, Fair Value of Plan Assets, and Funded Status of our Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Change in Benefit Obligation [Roll Forward] | ||
Service cost | $ 275 | $ 257 |
Interest cost | 2,269 | 3,035 |
Change in Plan Assets [Roll Forward] | ||
Fair value of plan assets - ending | 155,029 | |
Pension Plan, Defined Benefit | ||
Change in Benefit Obligation [Roll Forward] | ||
Benefit obligation - beginning | 175,292 | 158,680 |
Service cost | 275 | 257 |
Interest cost | 2,269 | 3,027 |
Actuarial (gain) loss | (4,893) | 12,522 |
Benefits paid | (4,451) | (4,769) |
Currency changes | (1,728) | 5,575 |
Benefit obligation - ending | 166,764 | 175,292 |
Change in Plan Assets [Roll Forward] | ||
Fair value of plan assets - beginning | 147,861 | 132,621 |
Employer contribution | 3,027 | 2,822 |
Actual return on plan assets | 10,314 | 12,535 |
Benefits paid | (4,451) | (4,769) |
Currency changes | (1,722) | 4,652 |
Fair value of plan assets - ending | 155,029 | 147,861 |
Underfunded status | $ (11,735) | $ (27,431) |
Employee Benefit Plans - Sche_2
Employee Benefit Plans - Schedule of Assumptions Used (Details) - Pension Plan, Defined Benefit | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined benefit plan, Weighted average assumptions used in calculating net periodic benefit cost [Abstract] | ||
Discount rate | 1.90% | 1.30% |
Expected long-term return on plan assets | 5.30% | 4.90% |
Defined benefit plan, Weighted average assumptions used in calculating benefit obligation [Abstract] | ||
Discount rate | 1.90% | 1.30% |
Employee Benefit Plans - Expect
Employee Benefit Plans - Expected long-term return by asset category (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Growth assets | |
Expected Long Term Return [Abstract] | |
Expected long-term return | 7.00% |
Asset allocation [Abstract] | |
Asset allocation | 70.00% |
Hedging assets | |
Expected Long Term Return [Abstract] | |
Expected long-term return | 1.20% |
Asset allocation [Abstract] | |
Asset allocation | 28.00% |
Cash | |
Expected Long Term Return [Abstract] | |
Expected long-term return | 0.30% |
Asset allocation [Abstract] | |
Asset allocation | 2.00% |
Employee Benefit Plans - Expe_2
Employee Benefit Plans - Expected future benefit payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2022 | $ 4,942 |
2023 | 5,354 |
2024 | 5,725 |
2025 | 5,816 |
2026 | 5,946 |
2027-2031 | $ 32,224 |
Employee Benefit Plans - Plan A
Employee Benefit Plans - Plan Assets by major categories (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | $ 155,029 |
Level 1 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 9,685 |
Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 145,344 |
Cash and Cash Equivalents | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 9,685 |
Cash and Cash Equivalents | Level 1 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 9,685 |
Equity Securities, U.K. | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 1,982 |
Equity Securities, U.K. | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 1,982 |
Equity Securities, Overseas Equities | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 46,447 |
Equity Securities, Overseas Equities | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 46,447 |
Equity Securities, Emerging Markets | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 11,662 |
Equity Securities, Emerging Markets | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 11,662 |
Fixed Income Securities, Government Bonds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 6,289 |
Fixed Income Securities, Government Bonds | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 6,289 |
Fixed Income Securities, Non-Government Bonds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 7,702 |
Fixed Income Securities, Non-Government Bonds | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 7,702 |
Hedge Funds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 19,208 |
Hedge Funds | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 19,208 |
Commodities | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 5,581 |
Commodities | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 5,581 |
Liability Driven Investments | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 46,463 |
Liability Driven Investments | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 46,463 |
Other | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 10 |
Other | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | $ 10 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 33,205 | $ 25,260 | $ 20,535 |
Cost of Goods Sold | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | 1,321 | 1,064 | 925 |
Selling, General and Administrative Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | 28,188 | 21,013 | 16,687 |
Research and Development Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 3,696 | $ 3,183 | $ 2,923 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 31, 2017 | May 31, 2013 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, method used | Share-based compensation expense for stock options granted in previous years was calculated on the date of grant using the Black-Scholes-Merton option-pricing model | ||||
Cash proceeds received from stock option exercises | $ 4,300,000 | $ 6,800,000 | $ 11,900,000 | ||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 59,100,000 | ||||
Share-based compensation arrangement by share-based payment award, award granted in period | 598,000 | 573,000 | 670 | ||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years 2 months 12 days | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 0 | ||||
Stock Options | Plan 2013 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, description | Stock options under the 2013 Plan generally vest in equal annual installments over a four-year period and expire eight years after the grant date | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | ||||
Share-based compensation arrangement by share-based payment award, expiration period | 8 years | ||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 12,000,000 | 6,000,000 | |||
Share-based compensation arrangement by share-based payment award, number of additional shares authorized | 6,000,000 | ||||
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 | ||||
Incremental expense | $ 1,700,000 | ||||
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 - Sc_2
Share-Based Compensation - Schedule of Share-Based Compensation Expense by Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 33,205 | $ 25,260 | $ 20,535 |
Stock Options | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | 73 | 0 | |
Share Grants | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 33,132 | $ 25,260 | $ 20,535 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Share Based Compensation Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Options, Shares: | ||||
Outstanding Beginning Shares | 192,000 | 464,000 | 988,000 | |
Exercised Shares | (187) | (272,000) | (524,000) | |
Outstanding Ending Shares | 5 | 192,000 | 464,000 | |
Weighted Average Exercise Price: | ||||
Outstanding Beginning Weighted Average Exercise Price | $ 23.32 | $ 24.37 | $ 23.47 | |
Exercised Weighted Average Exercise Price | 23.19 | 25.11 | 22.68 | |
Outstanding Ending Weighted Average Exercise Price | $ 27.92 | $ 23.32 | $ 24.37 | |
Weighted Average Remaining Contractual Term: | ||||
Outstanding Weighted Average Remaining Contractual Term | 4 months 24 days | |||
Aggregate Intrinsic Value : | ||||
Outstanding Aggregate Intrinsic Value | $ 409 | $ 9,059 | $ 14,849 | $ 8,693 |
Exercised Aggregate Intrinsic Value | $ 10,631 | $ 8,278 | $ 10,600 |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Stock Options Outstanding (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Options Outstanding [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 months 24 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 27.92 | $ 23.32 | $ 24.37 | $ 23.47 |
Plan 2013 | ||||
Stock Options Outstanding [Abstract] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range | $ 27.92 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 5,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 months 24 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 27.92 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Nonvested Share Grants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of the status of non vested share grants [Roll Forward] | |||
Beginning balance nonvested | 1,588,000 | 1,697,000 | 1,667 |
Granted | 598,000 | 573,000 | 670 |
Vested | (750,000) | (770,000) | (573) |
Forfeited | (67) | ||
Forfeited and other | (34,000) | 88,000 | |
Ending balance nonvested | 1,402,000 | 1,588,000 | 1,697,000 |
Weighted-Average Grant-Date Fair Value [Roll Forward] | |||
Beginning balance nonvested | $ 39.30 | $ 31.71 | $ 26.68 |
Granted | 79.26 | 48.83 | 38.15 |
Vested | 33.39 | 27.78 | 24.90 |
Forfeited | 30.44 | ||
Forfeited and other | 52.27 | 38.31 | |
Ending balance nonvested | $ 54.94 | $ 39.30 | $ 31.71 |
Aggregate Intrinsic Value | |||
Vested | $ 60,346 | ||
Balance nonvested | $ 153,989 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Keylink | |
Related Party Transaction [Line Items] | |
Related Party ownership of common stock | 5.00% |
Related Party Transaction, Description of Transaction | Keylink is a 5% joint venture partner in our Shanghai assembly and test facilities. |
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 our 5% partner in our other Chengdu assembly and test facilities |
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% |
Nuvoton | |
Related Party Transaction [Line Items] | |
Agreement to purchase with related party | $ 47 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Net Sales, Purchases and Expenses of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Net sales from related parties | $ 65 | $ 10 | $ 0 |
Keylink | |||
Related Party Transaction [Line Items] | |||
Net sales from related parties | 19,689 | 19,757 | 15,543 |
Purchases from related parties | 2,015 | 1,538 | 2,399 |
Plating, rental and consulting expense | 17,922 | 14,647 | 15,316 |
Nuvoton | |||
Related Party Transaction [Line Items] | |||
Purchases from related parties | 9,764 | 8,418 | 7,719 |
JCP | |||
Related Party Transaction [Line Items] | |||
Purchases from related parties | 1,240 | 1,095 | 625 |
LSE, its Subsidiaries and Affiliates | |||
Related Party Transaction [Line Items] | |||
Net sales from related parties | 518 | 912 | |
Purchases from related parties | $ 12,062 | $ 13,799 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Account Receivable and Payable of Related Party Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Keylink | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 39,530 | $ 35,365 |
Accounts payable | 36,090 | 31,247 |
Nuvoton | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | 10 | |
Accounts payable | 2,014 | 796 |
JCP | ||
Related Party Transaction [Line Items] | ||
Accounts payable | $ 235 | $ 357 |
Segment Information, Revenue _3
Segment Information, Revenue and Enterprise-Wide Disclosures - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)Customer | Dec. 31, 2020USD ($)Customer | Dec. 31, 2019USD ($)Customer | |
Entity Wide Revenue Major Customer [Line Items] | |||
Number of customer accounted for 10.0% or $119.6 million, $120.0 million of revenue | Customer | 0 | 0 | 1 |
Net sales | $ 1,805,162 | $ 1,229,215 | $ 1,249,130 |
Number of customer did not account for 10% or greater of outstanding accounts receivable | Customer | 0 | 0 | |
China | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net sales | $ 938,100 | $ 649,900 | $ 633,800 |
Geographic Concentration Risk | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Percentage of net sales | 10.00% | 10.00% | 10.00% |
Net sales | $ 119,600 |
Segment Information, Revenue _4
Segment Information, Revenue and Enterprise-Wide Disclosures - Schedule of Net Sales From Based on Location of the Subsidiary (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 1,805,162 | $ 1,229,215 | $ 1,249,130 |
Property, plant and equipment, net | 582,079 | 530,815 | 469,574 |
Total assets | 2,194,495 | 1,979,457 | 1,639,384 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 3,326,126 | 2,429,149 | 2,081,539 |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Net sales | (1,520,964) | (1,199,934) | (832,409) |
Asia | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,209,482 | 833,794 | 816,373 |
Property, plant and equipment, net | 456,109 | 421,185 | 379,075 |
Total assets | 1,547,518 | 1,522,835 | 1,207,331 |
Asia | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,939,540 | 1,399,517 | 1,234,750 |
Asia | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Net sales | (730,058) | (565,723) | (418,377) |
Americas | |||
Segment Reporting Information [Line Items] | |||
Net sales | 429,798 | 276,020 | 291,951 |
Property, plant and equipment, net | 22,943 | 24,726 | 23,104 |
Total assets | 415,133 | 229,610 | 216,250 |
Americas | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,108,460 | 807,405 | 612,697 |
Americas | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Net sales | (678,662) | (531,385) | (320,746) |
Europe | |||
Segment Reporting Information [Line Items] | |||
Net sales | 165,882 | 119,401 | 140,806 |
Property, plant and equipment, net | 103,026 | 84,904 | 67,395 |
Total assets | 231,844 | 227,012 | 215,803 |
Europe | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 278,126 | 222,227 | 234,092 |
Europe | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ (112,244) | $ (102,826) | $ (93,286) |
Segment Information, Revenue _5
Segment Information, Revenue and Enterprise-Wide Disclosures - Schedule of Net Sales by Direct Sales or Distributor and Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Revenue Reconciling Item [Line Items] | |||
Total net sales | $ 1,805,162 | $ 1,229,215 | $ 1,249,130 |
Direct Sales | |||
Segment Reporting Revenue Reconciling Item [Line Items] | |||
Total net sales | 607,645 | 419,024 | 407,851 |
Distributor Sales | |||
Segment Reporting Revenue Reconciling Item [Line Items] | |||
Total net sales | 1,197,517 | 810,191 | 841,279 |
Asia | |||
Segment Reporting Revenue Reconciling Item [Line Items] | |||
Total net sales | 1,439,545 | 961,376 | 942,576 |
Europe | |||
Segment Reporting Revenue Reconciling Item [Line Items] | |||
Total net sales | 220,772 | 171,985 | 181,016 |
Americas | |||
Segment Reporting Revenue Reconciling Item [Line Items] | |||
Total net sales | $ 144,845 | $ 95,854 | $ 125,538 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Land Right Leases (Details) | 12 Months Ended | |
Dec. 31, 2021 | ||
Chengdu, China | ||
Commitments And Contingencies [Line Items] | ||
Land right lease term | 50 years | |
Land Right Lease, Expiration Year | 2061 | |
Shanghai, China | ||
Commitments And Contingencies [Line Items] | ||
Land right lease term | 50 years | [1] |
Land Right Lease, Expiration Year | 2056 | [1] |
Shanghai 1, China | ||
Commitments And Contingencies [Line Items] | ||
Land right lease term | 50 years | [1] |
Land Right Lease, Expiration Year | 2058 | [1] |
Shandong, China | ||
Commitments And Contingencies [Line Items] | ||
Land right lease term | 50 years | |
Land Right Lease, Expiration Year | 2058 | |
Yangzhou, China | ||
Commitments And Contingencies [Line Items] | ||
Land right lease term | 50 years | |
Land Right Lease, Expiration Year | 2065 | |
[1] | Separate leases by separate Diodes’ subsidiaries |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Commitments | $ 96.4 |
Long-term purchase commitment, Amount | $ 239.2 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
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 this objective, 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 losses will be reclassified from AOCI into net income | $ 0 | |
Net derivative losses will be reclassified from AOCI into net income | 0 | |
Posted collateral related to agreements | 0 | $ 0 |
Maximum | Foreign Currency Forward Contracts | ||
Derivative [Line Items] | ||
Fair value of foreign exchange hedges | $ 400,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Outstanding Foreign Currency Forward Contracts (Details) - Foreign Currency Forward Contracts - Cash Flow Hedges - Non-designated | 12 Months Ended | |
Dec. 31, 2021USD ($)$ / $$ / ¥€ / $$ / ¥£ / $€ / lb | Dec. 31, 2020USD ($)$ / ¥€ / lb€ / $$ / $$ / ¥£ / $ | |
Derivative [Line Items] | ||
Notional Amount | $ 195,229,000 | $ 276,163,000 |
Derivative One | ||
Derivative [Line Items] | ||
Notional Amount | $ 3,693,000 | $ 1,205,000 |
Effective Date | Dec. 31, 2021 | Dec. 31, 2020 |
Maturity Date | Jan. 31, 2022 | Feb. 28, 2021 |
Index | EUR/GPB | EUR/GPB |
Weighted Average Strike Rate | € / lb | 0.8398 | 0.8948 |
Derivative Two | ||
Derivative [Line Items] | ||
Notional Amount | $ 5,571,000 | $ 2,202,000 |
Effective Date | Dec. 31, 2021 | Dec. 31, 2020 |
Maturity Date | Jan. 31, 2022 | Feb. 28, 2021 |
Index | EUR/USD | EUR/USD |
Weighted Average Strike Rate | € / $ | 1.1346 | 1.2218 |
Derivative Three | ||
Derivative [Line Items] | ||
Notional Amount | $ 7,867,000 | $ 12,879,000 |
Effective Date | Dec. 31, 2021 | Dec. 31, 2020 |
Maturity Date | Jan. 31, 2022 | Feb. 28, 2021 |
Index | GPB/USD | GPB/USD |
Weighted Average Strike Rate | £ / $ | 1.3510 | 1.3654 |
Derivative Four | ||
Derivative [Line Items] | ||
Notional Amount | $ 139,123,000 | $ 213,508,000 |
Effective Date | Dec. 31, 2021 | |
Maturity Date | Jan. 31, 2022 | |
Index | USD/CNY | USD/CNY |
Weighted Average Strike Rate | $ / ¥ | 6.3757 | 6.5806 |
Derivative Five | ||
Derivative [Line Items] | ||
Notional Amount | $ 3,520,000 | $ 3,189,000 |
Effective Date | Dec. 31, 2021 | Dec. 31, 2020 |
Maturity Date | Jan. 31, 2022 | Feb. 28, 2021 |
Index | USD/JPY | USD/JPY |
Weighted Average Strike Rate | $ / ¥ | 115.1230 | 103.3150 |
Derivative Six | ||
Derivative [Line Items] | ||
Notional Amount | $ 33,883,000 | $ 43,180,000 |
Effective Date | Dec. 31, 2021 | |
Maturity Date | Jan. 31, 2022 | |
Index | USD/TWD | USD/TWD |
Weighted Average Strike Rate | $ / $ | 27.6740 | 28.1442 |
Derivative Seven | ||
Derivative [Line Items] | ||
Notional Amount | $ 286,000 | |
Effective Date | Nov. 30, 2021 | |
Maturity Date | Apr. 30, 2022 | |
Index | JPY | |
Weighted Average Strike Rate | $ / $ | 113.7800 | |
Derivative Eight | ||
Derivative [Line Items] | ||
Notional Amount | $ 286,000 | |
Effective Date | Nov. 30, 2021 | |
Maturity Date | May 31, 2022 | |
Index | JPY | |
Weighted Average Strike Rate | $ / $ | 113.7300 | |
Derivative Nine | ||
Derivative [Line Items] | ||
Notional Amount | $ 286,000 | |
Effective Date | Nov. 30, 2021 | |
Maturity Date | Jun. 30, 2022 | |
Index | JPY | |
Weighted Average Strike Rate | $ / $ | 113.6800 | |
Derivative Ten | ||
Derivative [Line Items] | ||
Notional Amount | $ 286,000 | |
Effective Date | Nov. 30, 2021 | |
Maturity Date | Jul. 31, 2022 | |
Index | JPY | |
Weighted Average Strike Rate | $ / $ | 113.6300 | |
Derivative Eleven | ||
Derivative [Line Items] | ||
Notional Amount | $ 428,000 | |
Effective Date | Nov. 30, 2021 | |
Maturity Date | Aug. 31, 2022 | |
Index | JPY | |
Weighted Average Strike Rate | $ / $ | 113.5600 | |
Minimum | Derivative Four | ||
Derivative [Line Items] | ||
Effective Date | Apr. 30, 2020 | |
Maturity Date | Jan. 31, 2021 | |
Minimum | Derivative Six | ||
Derivative [Line Items] | ||
Effective Date | Jan. 31, 2020 | |
Maturity Date | Jan. 31, 2021 | |
Maximum | Derivative Four | ||
Derivative [Line Items] | ||
Effective Date | Dec. 31, 2020 | |
Maturity Date | May 31, 2021 | |
Maximum | Derivative Six | ||
Derivative [Line Items] | ||
Effective Date | Dec. 31, 2020 | |
Maturity Date | May 31, 2021 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Summary of Information Related to Number of and Notional Amount of Interest Rate Related Derivative Instruments (Details) - Interest Rate Swaps and Collars - Designated as Hedging Instrument | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)DerivativeInstruments |
Derivative [Line Items] | ||
Number of Instruments | DerivativeInstruments | 6 | |
Notional Amount | $ | $ 140,000,000 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Summary of Fair Value of Interest Rate Related Derivative Financial Instruments and Their Classification on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Interest Rate Swaps and Collars | Designated as Hedging Instrument | Other Current Liabilities | ||
Derivative [Line Items] | ||
Fair value of derivative instruments, liability derivatives | $ 1,626 |
Derivative Financial Instrume_7
Derivative Financial Instruments - Summary of Effect of Derivative Financial Instruments on Consolidated Statements of Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 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 | $ (13) | $ (1,581) | $ (2,997) |
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 | $ (555) | (445) | 1,248 |
Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion Excluded from Effectiveness Testing) | N/A | ||
Designated as Hedging Instrument | Cross Currency Swaps | |||
Derivative Instruments Gain Loss [Line Items] | |||
Amount of Gain or (Loss) Recognized in OCI on Derivative | $ 989 | (2,305) | (298) |
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) | $ 2,469 | 688 | |
Not Designated as Hedging Instrument | Foreign Currency Forward Contracts | |||
Derivative Instruments Gain Loss [Line Items] | |||
Amount of Gain or (Loss) Recognized in Net Income | $ 3,925 | $ 3,584 | $ (3,662) |
Location of Gain or (Loss) Recognized in Net Income | Foreign currency loss, net |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Additional Information (Details) | Nov. 30, 2020USD ($)shares | Feb. 05, 2020USD ($)Tranche | Jul. 31, 2021USD ($)shares | Mar. 31, 2021USD ($) | Nov. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Aug. 31, 2021USD ($) | Nov. 30, 2020$ / shares | Mar. 04, 2020USD ($) |
Business Acquisition [Line Items] | |||||||||||||
Business acquisition percentage of increases in investment | 10.00% | ||||||||||||
Net sales | $ 1,805,162,000 | $ 1,229,215,000 | $ 1,249,130,000 | ||||||||||
Net income (loss) attributable to common stockholders | 228,763,000 | 98,088,000 | 153,250,000 | ||||||||||
Additional interest expense included in unaudited proforma consolidated results | 7,491,000 | 11,662,000 | 7,893,000 | ||||||||||
Reduction income tax expense benefit included in unaudited proforma consolidated results | 78,807,000 | $ 21,112,000 | $ 44,131,000 | ||||||||||
Fabless Wafer Design Company | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Payments for convertible promissory note | $ 5,000,000 | ||||||||||||
Investments | $ 10,000,000 | ||||||||||||
Interest rate | 3.00% | ||||||||||||
Promissory note convertible into additional preferred stock due period | 2026-07 | ||||||||||||
Lite On Semiconductor | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition date | Nov. 30, 2020 | ||||||||||||
Business acquisition shares repurchased | shares | 7,765,778 | ||||||||||||
Business acquisition shares repurchased percentage | 15.00% | ||||||||||||
Business combination separately recognized transactions, gain or loss on settlement of accounts payables | $ 0 | ||||||||||||
Business combination separately recognized transactions, gain or loss on settlement of accounts receivables | $ 0 | ||||||||||||
Percentage of shares acquired by subsidiary in acquiree | 100.00% | ||||||||||||
Business acquisition, share price | $ / shares | $ 42.50 | ||||||||||||
Business acquisition, shares acquired | shares | 307,371,139 | ||||||||||||
Purchase price | $ 453,400,000 | ||||||||||||
Total consideration after adjustments for the settlement of pre-existing relationship | 154,000,000 | ||||||||||||
Derecognition of dividend payable accrual due to measurement period adjustments | $ 12,800,000 | ||||||||||||
Reduction in social insurance and information technology liability due to measurement period adjustments | 1,500,000 | ||||||||||||
Recognition of additional income tax payable related to reacquired shares due to measurement period adjustments | 10,735,000 | ||||||||||||
Adjustments to inventory fair value due to measurement period adjustments | (714,000) | ||||||||||||
Adjustments to property, plant, and equipment fair value due to measurement period adjustments | $ 4,808,000 | ||||||||||||
Intangible assets | 0 | ||||||||||||
Business acquisition, proforma information, description | The unaudited pro forma consolidated results of operations do not purport to be indicative of the results that would have been obtained if the above acquisition had actually occurred as of the dates indicated or of those results that may be obtained in the future. The unaudited proforma consolidated results for the twelve months ended December 31, 2020, include adjustments that result in a reduction to amortization and depreciation of $5.5 million, removal of sales to Diodes on the books of LSC and related cost of goods sold of $12.4 million and $7.9 million, respectively, removal of LSC’s share of Diodes’ profits as a 15% shareholder of $13.1 million, removal of $2.4 million of transaction costs, additional interest expense of $6.0 million, removal of impairment charges of $6.3 million, removal of operations of On-Bright, and a tax impact of those adjustments of a reduction to tax expense of $18.6 million. | The unaudited pro forma consolidated results for the twelve months ended December 31, 2019, include adjustments that result in a reduction to amortization and depreciation of $8.8 million, removal of sales to Diodes on the books of LSC and related COGS of $13.7 million and $9.0 million, respectively, removal of LSC’s share of Diodes’ profits as a 15% shareholder of $23.4 million, removal of $1.0 million of transaction costs, additional interest expense of $11.1 million, removal of impairment charges of $0.3 million, removal of the operation of On-Bright, and a tax impact of those adjustments of a reduction to tax expense of $10.7 million. These unaudited pro forma consolidated results of operations were derived, in part, from the historical consolidated financial statements of LSC and other available information and assumptions believed to be reasonable under the circumstances. LSC has been conformed to Diodes’ reporting calendar. | |||||||||||
Adjustments in reduction to amortization included in unaudited proforma consolidated results | $ 5,500,000 | $ 8,800,000 | |||||||||||
Adjustments in removal of sales included in unaudited proforma consolidated results | 12,400,000 | 13,700,000 | |||||||||||
Adjustments in cost of goods sold included in unaudited proforma consolidated results | $ 7,900,000 | $ 9,000,000 | |||||||||||
Adjustments in sales removal profit percentage included in unaudited proforma consolidated results | 15.00% | 15.00% | |||||||||||
Adjustments in sales removal profit amount included in unaudited proforma consolidated results | $ 13,100,000 | $ 23,400,000 | |||||||||||
Adjustments in removal of transaction costs included in unaudited proforma consolidated results | 2,400,000 | 1,000,000 | |||||||||||
Adjustments in removal of impairment charges included in unaudited proforma consolidated results | 6,300,000 | 300,000 | |||||||||||
Additional interest expense included in unaudited proforma consolidated results | 6,000,000 | 11,100,000 | |||||||||||
Reduction income tax expense benefit included in unaudited proforma consolidated results | $ 18,600,000 | $ 10,700,000 | |||||||||||
Total consideration paid | $ 453,400,000 | ||||||||||||
Savitech Corporation (“Savitech”) | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business acquisition, date of acquisition agreement | Feb. 5, 2020 | ||||||||||||
Agreement amount to be invested | $ 14,200,000 | ||||||||||||
Ownership percentage | 33.60% | ||||||||||||
Number of tranche investment | Tranche | 2 | ||||||||||||
Total consideration paid | $ 14,200,000 | ||||||||||||
Savitech Corporation (“Savitech”) | Minimum | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Ownership percentage | 51.00% | 53.00% | |||||||||||
Savitech Corporation (“Savitech”) | Tranche One | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Investment amount | $ 5,600,000 | ||||||||||||
Savitech Corporation (“Savitech”) | Tranche Two | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Investment amount | $ 8,500,000 | ||||||||||||
Savitech Corporation (“Savitech”) | Selling, General and Administrative | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition costs | $ 100,000 | ||||||||||||
Assets Held-for-Sale | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration paid | $ 41,500,000 | ||||||||||||
Cash consideration | 8,936,000 | ||||||||||||
Cash consideration | 15,200,000 | ||||||||||||
Working capital adjustments | 23,300,000 | ||||||||||||
Equity value | 3,100 | ||||||||||||
Discontinued operation description and timing of disposal | The transaction closed in December 2021. | ||||||||||||
Assets Held-for-Sale | Other Income | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Gain or loss on reclassification of disposal group to held-for-sale | $ 9,500,000 | ||||||||||||
Preferred Stock | Fabless Wafer Design Company | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business acquisition, shares acquired | shares | 10,000,000 | ||||||||||||
Joint Venture Agreement | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Investment in joint venture | $ 5,400,000 | $ 5,400,000 | |||||||||||
Equity Method Investment, Ownership Percentage | 60.00% |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Summary of Major Classes of Assets and Liabilities Classified as Held-for-Sale on Condensed Consolidated Balance Sheet and Gain Recognized In Other Income on The Consolidated Statement of Income (Details) - Assets Held-for-Sale $ in Thousands | Mar. 31, 2021USD ($) |
Assets | |
Cash and cash equivalents | $ 8,936 |
Accounts receivable, net | 16,347 |
Inventories, net | 5,415 |
Other current assets | 1,387 |
Property, plant and equipment | 5,598 |
Deferred income tax | 3,198 |
Other long-term assets | 4,807 |
Total assets disposed | 45,688 |
Liabilities | |
Accounts payable | 5,025 |
Accrued liabilities and other | 4,913 |
Other long-term liabilities | 2,471 |
Total liabilities disposed | 12,409 |
Net assets disposed | $ 33,279 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Summary of Business Acquisition, Purchase Price (Details) - Lite On Semiconductor $ in Millions | Nov. 30, 2020USD ($) |
Business Acquisition [Line Items] | |
Total consideration paid | $ 453.4 |
Less: Settlement of pre-existing relationships | |
Reacquisition of Diodes stock owned by LSC | (296.8) |
Net accounts receivable on LSC books owed by Diodes | (2.6) |
Total amount of pre-existing relationship settled | (299.4) |
Remaining consideration | $ 154 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Summary of Fair Value of Assets and Liabilities Related to Acquisition Recorded in Condensed Consolidated Balance Sheet (Details) - USD ($) | 11 Months Ended | |||||
Nov. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Mar. 04, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 149,890,000 | $ 158,331,000 | $ 141,318,000 | |||
Lite On Semiconductor | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 131,046,000 | $ 131,046,000 | ||||
Accounts receivable | 44,896,000 | 44,896,000 | ||||
Inventories | 54,996,000 | 55,710,000 | ||||
Adjustments to inventory fair value due to measurement period adjustments | (714,000) | |||||
Prepaid expenses and other current assets | 11,447,000 | 11,447,000 | ||||
Property, plant and equipment | 72,760,000 | 67,952,000 | ||||
Adjustments to property, plant, and equipment fair value due to measurement period adjustments | 4,808,000 | |||||
Intangible assets, net | 0 | |||||
Deferred income tax | 14,320,000 | 15,732,000 | ||||
Adjustments to deferred income tax fair value due to measurement period adjustments | (1,412,000) | |||||
Other long-term assets | 26,037,000 | 26,037,000 | ||||
Total assets acquired | 355,502,000 | 352,820,000 | ||||
Adjustments to assets fair value due to measurement period adjustments | 2,682,000 | |||||
Line of credit | 88,508,000 | 88,508,000 | ||||
Accounts payable | 35,245,000 | 35,245,000 | ||||
Accrued liabilities and other | 34,695,000 | 48,992,000 | ||||
Adjustments to accrued liabilities and other fair value due to measurement period adjustments | (14,297,000) | |||||
Income tax payable | 16,999,000 | 6,264,000 | ||||
Adjustments to income tax payable fair value due to measurement period adjustments | 10,735,000 | |||||
Deferred tax liabilities | 15,185,000 | 8,941,000 | ||||
Adjustments to deferred tax liabilities fair value due to measurement period adjustments | 6,244,000 | |||||
Other long-term liabilities | 10,783,000 | 10,783,000 | ||||
Total liabilities assumed | 201,415,000 | 198,733,000 | ||||
Adjustments to liabilities fair value due to measurement period adjustments | 2,682,000 | |||||
Non-controlling interest | 54,000 | 54,000 | ||||
Net assets acquired | $ 154,033,000 | $ 154,033,000 | ||||
Savitech Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 6,200,000 | |||||
Prepaid expenses and other current assets | 700,000 | |||||
Goodwill | 13,900,000 | |||||
Intangible assets, net | 6,100,000 | |||||
Other long-term assets | 400,000 | |||||
Accrued liabilities and other | 10,200,000 | |||||
Non-controlling interest | $ 11,800,000 |
Acquisitions and Divestitures_5
Acquisitions and Divestitures - Business Acquisition Unaudited Pro Forma Information (Details) - Lite On Semiconductor - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Net revenues | $ 1,421,494 | $ 1,447,001 |
Net income | 95,908 | 140,027 |
Net income attributable to common stockholders | $ 96,517 | $ 139,603 |
Earnings per share - basic | $ 2.23 | $ 3.24 |
Earnings per share - diluted | $ 2.18 | $ 3.17 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Selected Quarterly Financial Information [Abstract] | |||
Net sales | $ 1,805,162 | $ 1,229,215 | $ 1,249,130 |
Gross profit | 670,360 | 431,121 | 465,807 |
Net income (loss) attributable to common shareholders | $ 228,763 | $ 98,088 | $ 153,250 |
Earnings (loss) per share attributable to common shareholders | |||
Basic | $ 5.11 | $ 1.92 | $ 3.02 |
Diluted | $ 5 | $ 1.88 | $ 2.96 |
Subsequent Event - Additional I
Subsequent Event - Additional Information - (Details) - Diodes Hong Kong Limited (the “Borrower”) - Facility Agreement | Jan. 22, 2021USD ($) |
Subsequent Event [Line Items] | |
Debt instrument agreement entered date | Jan. 22, 2021 |
Revolving Loan Facility | |
Subsequent Event [Line Items] | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000 |