Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 06, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document type | 10-K | ||
Document period end date | Dec. 31, 2022 | ||
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 | 45,486,743 | ||
Entity public float | $ 2.8 | ||
Document Fiscal Year Focus | 2022 | ||
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 $0.66 2/3 | ||
Security Exchange Name | NASDAQ | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | Moss Adams LLP | ||
Auditor Location | Los Angeles, California | ||
Auditor Firm ID | 659 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be filed with the United States Securities and Exchange Commission (“SEC”) pursuant to Regulation 14A in connection with the 2023 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report. The proxy statement will be filed with the SEC not later than 120 days after the registrant’s fiscal year ended December 31, 2022. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 336,732 | $ 363,599 |
Restricted cash | 4,367 | 3,219 |
Short-term investments | 7,059 | 6,542 |
Accounts receivable, net of allowances of $5,852 and $4,324 at December 31, 2022 and December 31, 2021, respectively | 369,233 | 358,496 |
Inventories | 360,281 | 348,622 |
Prepaid expenses and other | 83,999 | 107,194 |
Total current assets | 1,161,671 | 1,187,672 |
Property, plant and equipment, net | 736,730 | 582,079 |
Deferred income tax | 35,308 | 21,256 |
Goodwill | 144,757 | 149,890 |
Intangible assets, net | 79,137 | 94,550 |
Other long-term assets | 130,709 | 159,048 |
Total assets | 2,288,312 | 2,194,495 |
Current liabilities: | ||
Lines of credit | 36,280 | 18,068 |
Accounts payable | 160,442 | 221,254 |
Accrued liabilities and other | 214,433 | 184,649 |
Income tax payable | 19,682 | 29,682 |
Current portion of long-term debt | 1,693 | 17,381 |
Total current liabilities | 432,530 | 471,034 |
Long-term debt, net of current portion | 147,470 | 265,574 |
Deferred tax liabilities | 12,903 | 32,230 |
Other long-term liabilities | 112,490 | 122,933 |
Total liabilities | 705,393 | 891,771 |
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 | 0 | 0 |
Common stock - par value $0.66 2/3 per share; 70,000,000 shares authorized; and 45,469,722 shares and 45,017,774 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 36,503 | 36,195 |
Additional paid-in capital | 494,773 | 471,649 |
Retained earnings | 1,448,092 | 1,116,809 |
Treasury stock, at cost, 9,281,581 shares at December 31, 2022 and 9,272,513 shares at December 31, 2021 | (337,490) | (336,894) |
Accumulated other comprehensive loss | (128,233) | (50,517) |
Total stockholders' equity | 1,513,645 | 1,237,242 |
Noncontrolling interest | 69,274 | 65,482 |
Total equity | 1,582,919 | 1,302,724 |
Total liabilities and stockholders' equity | $ 2,288,312 | $ 2,194,495 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 5,852 | $ 4,324 |
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 | $ 0.66 | $ 0.66 |
Common stock shares authorized | 70,000,000 | 70,000,000 |
Common stock shares issued | 45,469,722 | 45,017,774 |
Common stock shares outstanding | 45,469,722 | 45,017,774 |
Treasury stock, shares | 9,281,581 | 9,272,513 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 2,000,580 | $ 1,805,162 | $ 1,229,215 |
Cost of goods sold | 1,173,343 | 1,134,802 | 798,094 |
Gross profit | 827,237 | 670,360 | 431,121 |
Operating expenses | |||
Selling, general and administrative | 280,877 | 257,710 | 185,067 |
Research and development | 126,316 | 119,200 | 94,288 |
Amortization of acquisition related intangible assets | 15,610 | 16,216 | 16,261 |
(Gain) Loss on disposal of fixed assets | (3,651) | 246 | 106 |
Other operating (income) expense | (108) | 1,003 | 1,067 |
Total operating expenses | 419,044 | 394,375 | 296,789 |
Income from operations | 408,193 | 275,985 | 134,332 |
Other (expense) income | |||
Interest income | 3,672 | 3,139 | 1,066 |
Interest expense | (8,320) | (7,491) | (11,662) |
Foreign currency gain (loss), net | 2,122 | (2,107) | (9,814) |
Unrealized (loss) gain on investments | (16,514) | 28,018 | 2,083 |
Other income | 6,787 | 17,551 | 4,336 |
Total other (expense) income | (12,253) | 39,110 | (13,991) |
Income before income taxes and noncontrolling interest | 395,940 | 315,095 | 120,341 |
Income tax provision | 56,685 | 78,807 | 21,112 |
Net income | 339,255 | 236,288 | 99,229 |
Less net income attributable to noncontrolling interest | (7,972) | (7,525) | (1,141) |
Net income attributable to common stockholders | $ 331,283 | $ 228,763 | $ 98,088 |
Earnings per share attributable to common stockholders: | |||
Basic | $ 7.31 | $ 5.11 | $ 1.92 |
Diluted | $ 7.20 | $ 5 | $ 1.88 |
Number of shares used in earnings per share computation: | |||
Basic | 45,330 | 44,772 | 51,004 |
Diluted | 46,036 | 45,781 | 52,133 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |||
Net income | $ 339,255 | $ 236,288 | $ 99,229 |
Unrealized (loss) gain on defined benefit plan, net of tax | (697) | 7,818 | (3,723) |
Unrealized gain (loss) on swaps and collars, net of tax | 4,279 | 1,417 | (3,183) |
Unrealized foreign currency (loss) gain, net of tax | (81,298) | 13,854 | 41,439 |
Comprehensive income | 261,539 | 259,377 | 133,762 |
Less: Comprehensive income attributable to noncontrolling interest | (7,972) | (7,525) | (1,141) |
Total comprehensive income attributable to common stockholders | $ 253,567 | $ 251,852 | $ 132,621 |
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, 2019 | $ 1,152,783 | $ 35,111 | $ (37,768) | $ 427,262 | $ 789,958 | $ (108,139) | $ 1,106,424 | $ 46,359 |
Common stock shares beginning at Dec. 31, 2019 | 52,664 | (1,457) | ||||||
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 | |||||||
Share-based compensation | 24,177 | 24,177 | 24,177 | |||||
Deferred compensation plan | $ (1,437) | 1,437 | ||||||
Deferred compensation plan, shares | (37) | |||||||
Tax related to net share settlement | (8,302) | (8,302) | (8,302) | |||||
Share buyback related to LSC acquisition | (296,705) | $ (296,705) | (296,705) | |||||
Share buyback related to LSC acquisition, Shares | (7,766) | |||||||
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 | 53,536 | (9,260) | ||||||
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 | |||||||
Share-based compensation | 32,081 | 32,081 | 32,081 | |||||
Deferred compensation plan | $ (984) | 984 | ||||||
Deferred compensation plan, shares | (13) | |||||||
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 | (9,273) | |||||
Total comprehensive income | $ 261,539 | 331,283 | (77,716) | 253,567 | 7,972 | |||
Net changes in noncontrolling interests | (5,194) | (1,014) | (1,014) | (4,180) | ||||
Common stock issued for share-based plans | 140 | $ 308 | (168) | 140 | ||||
Common stock issued for share-based plans, shares | 461 | |||||||
Share-based compensation | 36,010 | 36,010 | 36,010 | |||||
Deferred compensation plan | $ (596) | 596 | ||||||
Deferred compensation plan, shares | (9) | |||||||
Tax related to net share settlement | (12,300) | (12,300) | (12,300) | |||||
BALANCE at Dec. 31, 2022 | $ 1,582,919 | $ 36,503 | $ (337,490) | $ 494,773 | $ 1,448,092 | $ (128,233) | $ 1,513,645 | $ 69,274 |
Common stock shares ending at Dec. 31, 2022 | 45,469,722 | 54,751 | (9,282) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities | |||
Net income | $ 339,255 | $ 236,288 | $ 99,229 |
Adjustments to reconcile net income to net cash provided by operating activities, net of effects of acquisitions: | |||
Depreciation | 112,149 | 106,219 | 91,747 |
Amortization of intangible assets | 15,610 | 16,216 | 16,260 |
Amortization of debt issuance costs | 950 | 754 | 1,455 |
Share-based compensation expense | 36,287 | 33,205 | 25,260 |
Deferred income taxes | (39,225) | 21,459 | (14,456) |
Investment loss (gain) | 16,225 | (37,896) | (1,766) |
(Gain) loss on disposal of property, plant and equipment | (3,626) | 243 | 119 |
Other | (4,016) | 1,239 | 817 |
Changes in operating assets: | |||
Change in accounts receivable | (20,163) | (52,721) | (10,501) |
Change in inventory | (29,675) | (43,038) | (4,560) |
Change in other operating assets | 1,847 | (25,445) | (9,067) |
Changes in operating liabilities: | |||
Change in accounts payable | (50,076) | 55,628 | 7,422 |
Change in accrued liabilities | 31,760 | 29,352 | (9,198) |
Change in income tax payable | (8,333) | (1,455) | (2,182) |
Change in other operating liabilities | (6,468) | (1,505) | (3,359) |
Net cash flows provided by operating activities | 392,501 | 338,543 | 187,220 |
Cash flows from investing activities | |||
Acquisitions, net of cash received | (83,979) | (157) | (24,593) |
Disposal of wafer fabrication facility | 19,270 | 9,939 | 0 |
Receipt of cash for termination of cross currency swap | 9,429 | 0 | 0 |
Receipt of insurance recovery | 6,067 | 0 | 0 |
Purchases of property, plant and equipment | (211,728) | (141,195) | (75,813) |
Proceeds from sales of property, plant and equipment | 418 | 3,207 | 232 |
Sales of short-term investments | 8,002 | 7,328 | 10,277 |
Purchases of short-term investments | (9,361) | (7,567) | (11,486) |
Purchase of equity securities | (4,051) | (15,106) | (6,131) |
Other | 670 | (678) | 742 |
Net cash and cash equivalents used by investing activities | (265,263) | (144,229) | (106,772) |
Cash flows from financing activities | |||
Advances on lines of credit and short-term debt | 114,291 | 21,862 | 77,483 |
Repayments on lines of credit and short-term debt | (93,498) | (146,372) | (40,498) |
Proceeds from long-term debt | 372,751 | 557,882 | 956,363 |
Repayments of long-term debt | (505,746) | (586,001) | (744,237) |
Debt issuance costs | (134) | (673) | (2,477) |
Net proceeds from the issuance of common stock | 140 | 4,337 | 6,830 |
Repayment of and proceeds from finance lease obligation | (69) | (291) | (919) |
Taxes related to net share settlement | (12,300) | (14,823) | (8,302) |
Net changes in noncontrolling interests | (1,160) | 5,631 | (2,102) |
Repurchase of common stock | 0 | 0 | (296,705) |
Other | 12 | 7 | 262 |
Net cash and cash equivalents used in financing activities | (125,713) | (158,441) | (54,302) |
Effect of exchange rate changes on cash and cash equivalents | (27,244) | 10,416 | 34,876 |
Change in cash and cash equivalents, including restricted cash | (25,719) | 46,289 | 61,022 |
Cash and cash equivalents, beginning of period, including restricted cash | 366,818 | 320,529 | 259,507 |
Cash and cash equivalents, end of period, including restricted cash | 341,099 | 366,818 | 320,529 |
Supplemental Cash Flow Information | |||
Interest paid during the period | 7,355 | 6,944 | 10,219 |
Taxes paid during the period | 88,687 | 56,077 | 47,891 |
Non-cash investing and financing activities: | |||
Accounts payable balance related to the purchase of property, plant and equipment | $ 30,486 | $ 24,256 | $ 7,297 |
Summary of Operations and Signi
Summary of Operations and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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 GENERAL 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. The Company serves the industrial, automotive, computing, communications and consumer 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; and 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, and Zhubei City, Taiwan; Shanghai and Yangzhou, China; Oldham, England; and Neuhaus, Germany. The Company's wafer fabrication facilities are located in Oldham, England; Greenock, Scotland; Shanghai and Wuxi, China; and Keelung, and Hsinchu, Taiwan and South Portland, Maine, United States. 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 and 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 • We believe these quality awards reflect the superior quality-control techniques established at Diodes Incorporated and further enhance our credibility as a vendor-of-choice to original equipment manufacturers ("OEMs") increasingly concerned with quality and consistency. Our market focus is on high-growth, end-user applications in the following areas: • Industrial: embedded systems, precision controls, and Industrial IoT; • Automotive: connected driving, comfort/style/safety, and electrification/powertrain; • Computing: cloud computing including server, storage, and data center applications; • Communications: smartphones, 5G networks, advanced protocols, and charging solutions; and • Consumer: IoT, wearables, home automation, and smart infrastructure; 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 – The Company generates revenue from sales of its semiconductor products to direct customers and distributors and recognizes revenue when control is transferred. This transfer generally occurs at a point in time upon shipment or delivery to the customer or distributor, depending upon the terms of the sales order. The payment terms on our sales are based on negotiations with our customers. For sales to distributors, payment is not contingent upon resale of the products. The vast majority of our revenue from products and services is accounted for at a point in time. 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 $ 190.7 milli on, $ 220.3 million and $ 194.7 million in 2022, 2021 and 2020, 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 $ 5.9 million at December 31, 2022 and $ 4.3 million at December 31, 2021. 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 from 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 2022, 2021, or 2020. 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, 2022, 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 20 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, 2022 and 2021, 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 $ 28.0 million, $ 24.1 million and $ 16.6 million for the twelve months ended December 31, 2022, 2021 and 2020, 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 – 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. 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. 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. Functional currencies and foreign currency translation – We translate the assets and liabilities of our non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates on the balance sheet date. Net sales and expense for these subsidiaries are translated at the weighted-average exchange rate during the period presented. Resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income or loss within stockholders’ equity in the consolidated balance sheets. Included in other income are foreign exchange gains of approximately $ 2.1 million for the twelve months ended December 31, 2022, and foreign exchange losses of approximately $ 2.1 million for the twelve months ended December 31, 2021, and approximately $ 9.8 million for the twelve months ended December 31, 2020. 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. 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 $ 128.2 milli on, $ 50.5 million and $ 73.6 million at December 31, 2022, 2021 and 2020, respectively. As of December 31, the accumulated balance for each component of comprehensive income is as follows: 2022 2021 2020 Unrealized foreign currency losses $ ( 89,059 ) $ ( 7,760 ) $ ( 21,614 ) Unrealized gain on cross currency and interest rate swaps, net of tax $ 2,122 $ ( 2,157 ) $ ( 3,574 ) Unrealized loss on defined benefit plan $ ( 41,296 ) $ ( 40,600 ) $ ( 48,418 ) Government assistance - We recognize government grants in our consolidated statements of income on a systematic basis over the periods which they are intended to benefit. Grants that relate to current expenses are reflected as reductions of the related expenses in the period in which they are reported. Grants that relate to depreciable property and equipment are recorded as a deferred liability account and then reflected in income over the useful lives of the related assets. Grants received as compensation for losses, or expenses already incurred or for the purpose of providing immediate financial support with no future related costs, are recognized as income in the period they become recognizable. During 2022 we recognized approximately $ 2.1 million in government subsidies, primarily in China and the United Kingdom. Of this $ 2.1 million, approximately $ 1.8 million was recognized as reduction in expense or other income and approximately $ 0.3 million was related to property, plant and equipment and is being recorded as a reduction of depreciation expense over the useful life of the associated assets. The Company also has approximately $ 13.3 million of deferred grants and subsidies that were recognized as a reduction to amortization expense of $ 5.5 million for the twelve months ended December 31, 2022. Reclassifications – Certain 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 March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 740): Troubled Debt Restructurings and Vintage Disclosures. This ASU among other things, updates accounting and disclosures for public business entities to disclose gross write-offs and gross recoveries by class of financing receivable and major security type in vintage disclosures. This guidance is effective for annual reporting periods beginning after December 15, 2022, including interim periods therein. The adoption of this guidance did not have a material impact on our consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Acquired Contract Assets and Contract Liabilities. Under the new guidance, the acquirer should determine what contract assets and/or contract liabilities it would have recorded under ASC 606 as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquiree. The recognition and measurement of those contract assets and contract liabilities will likely be comparable to what the acquiree has recorded on its books under ASC 606 as of the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in an interim period, for any period for which financial statements have not yet been issued. However, adoption in an interim period other than the first fiscal quarter requires an entity to apply the new guidance to all prior business combinations that have occurred since the beginning of the annual period in which the new guidance is adopted. The Company does not anticipate this amendment to have a significant impact on the consolidated 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 was 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. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 2 – Earnings per Share B asic 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 includ e s 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, 2022 2021 2020 Earnings (numerator) Net income attributable to common stockholders $ 331,283 $ 228,763 $ 98,088 Shares (denominator) Weighted average common shares outstanding (basic) 45,330 44,772 51,004 Dilutive effect of stock options and stock awards outstanding 706 1,009 1,129 Adjusted weighted average common shares outstanding (diluted) 46,036 45,781 52,133 Earnings per share attributable to common stockholders Basic $ 7.31 $ 5.11 $ 1.92 Diluted $ 7.20 $ 5.00 $ 1.88 Stock options and stock awards excluded from EPS 82 1 - |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 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, 2022, 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 primarily of life insurance policies, but may also include investments in 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, 2022, 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 $ 7,059 $ 7,059 $ - $ - $ - Long-term investments 22,918 22,918 - - ( 20,386 ) Cross-currency swap asset 1,427 - 1,427 - - Cross-currency swap liability 6,314 - 6,314 - - Deferred compensation investments 12,051 26 12,025 - ( 3,048 ) 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 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, 2022 and 2021. 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, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4 – Inventories Inventories, stated at the lower of cost or market value, at December 31 were: 2022 2021 Finished goods $ 96,659 $ 108,557 Work-in-progress 80,616 81,784 Raw materials 183,006 158,281 $ 360,281 $ 348,622 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 5 – Property, Plant and Equipment Property, plant and equipment at December 31 were: 2022 2021 Buildings and leasehold improvements $ 323,941 $ 276,958 Machinery and equipment 1,137,737 962,597 1,461,678 1,239,555 Less: Accumulated depreciation and amortization ( 913,245 ) ( 836,364 ) 548,433 403,191 Construction in-progress 120,451 111,987 Land 67,846 66,901 $ 736,730 $ 582,079 Depreciation and amortization of property, plant and equipment was $ 112.1 million, $ 106.2 million and $ 91.7 million for the twelve months ended December 31, 2022, 2021 and 2020, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Note 6 – Intangible Assets Intangible assets at December 31 were as follows: December 31, 2022 Intangible Assets Useful life Gross Carrying Amount Accumulated Amortization Currency Exchange Net Amortized intangible assets Patents 5 - 15 years $ 16,040 $ ( 15,437 ) $ ( 234 ) $ 369 Developed product technology 2 - 10 years 169,499 ( 111,639 ) ( 6,176 ) 51,684 Customer relationships 7 - 12 years 62,465 ( 42,784 ) ( 1,672 ) 18,009 Software license and other 3 - 4 years 2,743 ( 2,677 ) ( 59 ) 7 Total amortized intangible assets 250,747 ( 172,537 ) ( 8,141 ) 70,069 Intangible assets with indefinite lives In process research and development Indefinite - - - - Trademarks and trade names Indefinite 10,303 - ( 1,235 ) 9,068 Total Intangible assets with indefinite lives 10,303 - ( 1,235 ) 9,068 Total intangible assets $ 261,050 $ ( 172,537 ) $ ( 9,376 ) $ 79,137 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 Amortization expense related to intangible assets subject to amortization was $ 15.6 million, $ 16.2 million and $ 16.3 million for the twelve months ended December 31, 2022, 2021 and 2020, 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: 2023 $ 15,201 2024 14,901 2025 13,907 2026 12,358 2027 11,351 2028 and thereafter 2,351 Total $ 70,069 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 7 – Goodwill Changes in goodwill for the twelve months ended December 31, were as follows: Balance at December 31, 2020 $ 158,331 Acquisitions ( 9,152 ) Foreign currency translation adjustment 711 Balance at December 31, 2021 149,890 Acquisitions 1,818 Foreign currency translation adjustment ( 6,951 ) Balance at December 31, 2022 $ 144,757 |
Bank Credit Agreements and Othe
Bank Credit Agreements and Other Short-Term and Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [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 $ 172.8 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, 202 2, was approximately $ 136.0 million, net of $ 36.3 million advanced under our foreign credit lines and $ 0.4 million credit used for import and exp ort guarantee. Long-term debt The Company maintains a long-term credit facility (“U.S. Credit Agreement”) consisting of a term loan with a current balance of zero and a $ 200.0 million revolving senior credit facility with zero drawn as of December 31, 2022. In addition to our U.S. Credit Agreement, our 51 % owned subsidiary, ERIS, had long-term debt of $ 25.8 million, at December 31, 2022, from local Taiwan banks. The outstanding ERIS debt matures in various periods from 2024 through 2033 . 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”) 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 $ 105.0 million. Diodes Hong Kong Limited used a portion of the proceeds from the 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, 2022 and December 31, 2021, are set forth in the table below: December 31, Description 2022 2021 Interest Rate Current Amount Maturity Short-term debt $ 36,280 $ 18,068 Various indices plus margin Various during 2023 Long-term debt Notes payable to Bank of Taiwan 2,063 $ 2,492 2-yr deposit rate floating plus 0.1148% June 2033 Notes payable to CTBC Bank 13,840 16,168 TAIBOR 3M plus 0.5% May 2024 Notes payable to CTBC Bank 3,256 3,614 TAIBOR 3M plus 0.5% December 2024 Notes payable to E Sun Bank 3,256 3,614 1-M deposit rate floating plus 0.08% December 2024 Notes payable to E Sun Bank 276 371 1-M deposit rate floating plus 0.08% June 2027 Notes payable to E Sun Bank 1,516 1,771 1-M deposit rate floating plus 0.08% June 2030 Notes payable to Bank of Taiwan 1,628 1,807 2-year deposit rate floating plus 0.082% September 2024 Notes payable to HSBC 105,000 100,000 1M SOFR+Margin January 2025 Notes payable to HSBC 18,558 - 1M Libor+Margin January 2025 Notes Payable to E Sun Bank 166 - 2-yr deposit rate plus annual rate floating "September 2023 Notes Payable to Taishin International Bank 43 - Annual rate plus cost of capital April-23 Notes Payable to Taishin International Bank 11 - Fixed annual rate April-23 Notes Payable to Taishin International Bank 217 - Fixed annual rate April-24 Notes payable to Chang Hwa Bank 518 - 2-yr deposit rate floating plus 1.405% - 1.655% June-July 2026 Term loan and revolver - 155,122 Libor plus margin January 2023 Total long-term debt 150,348 284,959 Less: Current portion of long-term debt ( 1,693 ) ( 17,381 ) Less: Unamortized debt-issuance costs ( 1,185 ) ( 2,004 ) Total long-term debt, net of current portion $ 147,470 $ 265,574 The table below sets forth the annual contractual maturities of long-term debt at December 31, 2022: 2023 $ 1,693 2024 21,892 2025 124,150 2026 530 2027 431 2029 and thereafter 1,652 Total long-term debt $ 150,348 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
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 twelve months ended December 31: 2022 2021 2020 Operating lease expense $ 13,275 $ 16,533 $ 15,111 Finance lease expense: Amortization of assets 17 221 836 Interest on lease liabilities 1 1 14 Short-term lease expense 975 954 525 Variable lease expense 3,561 4,853 2,940 Total lease expense $ 17,829 $ 22,562 $ 19,426 The table below sets forth supplemental balance sheet information related to leases as of December 31: 2022 2021 Operating leases: Operating lease ROU assets $ 43,907 $ 49,703 Current operating lease liabilities 7,390 11,199 Noncurrent operating lease liabilities 20,765 22,291 Total operating lease liabilities $ 28,155 $ 33,490 Finance leases: Finance lease ROU assets $ 2,618 $ 2,561 Accumulated amortization ( 2,542 ) ( 2,524 ) Finance lease ROU assets, net $ 76 $ 37 Current finance lease liabilities $ 30 $ 15 Non-current finance lease liabilities 46 23 Total finance lease liabilities $ 76 $ 38 Weighted average remaining lease term (in years): Operating leases 8.2 6.9 Finance leases 2.6 2.3 Weighted average discount rate: Operating leases 4.2 % 4.0 % Finance leases 3.6 % 3.7 % The table below sets forth supplemental cash flow and other information related to leases for the twelve months ended December 31: 2022 2021 2020 Cash paid for the amounts included in the measurements of lease liabilities: Operating cash outflows from operating leases $ 17,788 $ 24,040 $ 15,943 Operating cash outflows from finance leases 1 1 19 Financing cash outflow from finance leases 69 291 919 ROU assets obtained in exchange for lease liabilities incurred: Operating leases 8,384 13,038 6,339 The table below sets forth information about lease liability maturities: December 31, Operating Leases Finance Leases 2023 $ 8,371 $ 32 2024 5,613 28 2025 4,961 18 2026 3,546 1 2027 1,291 - 2028 1,125 - 2029 and thereafter 9,373 - Total lease payments 34,280 79 Less: imputed interest ( 6,125 ) ( 3 ) Total lease obligations 28,155 76 Less: current obligations ( 7,390 ) ( 30 ) Long-term lease obligations $ 20,765 $ 46 |
Accrued Liabilities and Other L
Accrued Liabilities and Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
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: 2022 2021 Accrued expenses $ 66,192 $ 55,480 Compensation and payroll taxes 82,349 73,124 Equipment purchases 30,486 24,257 Operating lease 7,390 11,199 Finance lease 30 15 Accrued pricing adjustments 18,777 11,401 Accrued professional services 2,825 3,189 Tax payable - non-income tax related 3,034 2,273 Other 3,350 3,711 $ 214,433 $ 184,649 Other long-term liabilities at December 31 were: 2022 2021 Accrued defined benefit plan $ 12,134 $ 19,606 Unrecognized tax benefits 31,594 29,652 Operating lease 20,765 22,291 Finance lease 46 23 Deferred grants and subsidy 9,967 14,139 Deferred compensation 16,009 20,079 Tax contingencies 8,787 8,787 Other 13,188 8,356 $ 112,490 $ 122,933 |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2022 | |
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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 – Income Taxes The table below sets forth our income before taxes for the twelve months ended December 31: Income before income taxes 2022 2021 2020 U.S. $ 221,288 $ 122,127 $ 45,526 Foreign 174,652 192,968 74,815 Total $ 395,940 $ 315,095 $ 120,341 The table below sets forth the components of our income tax provision (benefit) for the twelve months ended December 31: 2022 2021 2020 Current tax provision Federal $ 46,368 $ 15,691 $ 631 Foreign 37,598 25,489 17,115 State 56 ( 17 ) 56 84,022 41,163 17,802 Deferred tax provision (benefit) Federal ( 6,486 ) ( 1,116 ) 6,411 Foreign ( 25,537 ) 31,222 ( 6,210 ) State ( 8 ) - 65 ( 32,031 ) 30,106 266 Liability for unrecognized tax benefits 4,694 7,538 3,044 Total income tax provision $ 56,685 $ 78,807 $ 21,112 Effective Tax Rate Reconciliation The table below sets forth a reconciliation between the effective tax rate and the statutory tax rates for the twelve months ended December 31: 2022 2021 2020 Percent Percent Percent of pretax of pretax of pretax Amount earnings* Amount earnings* Amount earnings* Federal tax $ 83,147 21.0 $ 66,170 21.0 $ 25,272 21.0 State income taxes, net of federal tax 33 - ( 474 ) ( 0.2 ) ( 378 ) ( 0.3 ) Foreign income taxed at different tax rates ( 6,527 ) ( 1.6 ) ( 2,018 ) ( 0.6 ) 81 0.1 U.S. tax impact of foreign operations ( 7,369 ) ( 1.9 ) ( 17,375 ) ( 5.5 ) ( 3,031 ) ( 2.5 ) Foreign withholding taxes ( 12,441 ) ( 3.1 ) 33,175 10.5 ( 1,798 ) ( 1.5 ) Research and development ( 5,865 ) ( 1.5 ) ( 6,310 ) ( 2.0 ) ( 4,210 ) ( 3.5 ) Liability for unrecognized tax benefits 4,694 1.2 7,538 2.4 3,044 2.5 Valuation allowance ( 1,986 ) ( 0.5 ) ( 1,068 ) ( 0.3 ) 2,199 1.8 Employee stock-based compensation 1,784 0.4 ( 812 ) ( 0.3 ) ( 660 ) ( 0.5 ) Other 1,215 0.3 ( 19 ) - 593 0.5 Income tax provision $ 56,685 14.3 $ 78,807 25.0 $ 21,112 17.5 * 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: 2022 2021 2020 Balance at January 1, $ 43,378 $ 42,466 $ 35,652 Additions based on tax positions related to the 10,022 9,244 7,495 Additions for prior year tax positions 75 138 4,952 Reductions for prior year tax positions ( 5,403 ) ( 8,470 ) ( 5,633 ) Balance at December 31, $ 48,072 $ 43,378 $ 42,466 If th e $ 48.1 million of unrecognized tax benefits as of December 31, 2022, is recognized, approximately $ 46.1 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 the tax years 2015 and 2018. We are no longer subject to China income tax examinations by tax authorities for tax years before 2012. 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, 2022, 2021 and 2020. Deferred Taxes The table below sets forth our deferred tax assets and liabilities as of December 31: 2022 2021 Deferred tax assets Inventory cost $ 30,322 $ 21,692 Accrued expenses and accounts receivable 6,931 5,966 Research and development tax credits 9,613 9,613 Net operating loss carryforwards 52,599 42,068 Lease obligations 3,845 2,050 Accrued pension 2,500 3,878 Share based compensation and others 20,088 14,809 125,898 100,076 Valuation allowances ( 42,405 ) ( 45,232 ) Total deferred tax assets, non-current 83,493 54,844 Deferred tax liabilities Plant, equipment and intangible assets ( 6,595 ) ( 1,330 ) Right of use assets ( 3,883 ) ( 1,975 ) Outside basis differences and others ( 36,114 ) ( 50,773 ) Total deferred tax liabilities, non-current ( 46,592 ) ( 54,078 ) Net deferred tax assets $ 36,901 $ 766 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 $ 22.4 million net deferred tax asset presented in the balance sheet as of December 31, 2022, is net of $ 14.5 million of unrecognized tax benefits. The $ 36.9 million and $ 0.8 million net deferred tax asset presented above for December 31, 2022 and 2021, respectively, is prior to the net balance sheet presentation required by ASU 2013-11. At December 31, 2022, 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 2022 . 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, 2022 and 2021. At December 31, 2022, we had state net operating loss (“NOL”) carryforwards of approximately $ 1.2 million, and foreign NOL carryforwards of $ 229.7 million which are available to offset future taxable income. The state NOL carryforward began to expire in 2022 . 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 $ 33.8 million and $ 36.0 million as of December 31, 2022 and 2021, respectively. On August 9, 2022, the U.S. CHIPS and Science Act (“CHIPS Act”) was enacted. The CHIPS Act includes a 25 % investment tax credit for certain investments in domestic semiconductor manufacturing. The credit is provided for qualifying property which is placed in service after December 31, 2022. The Company concluded the CHIPS Act did not have an impact the Company's financial statements. On August 16, 2022, the Inflation Reduction Act (“IRA”) was enacted. The IRA includes a new 15 % corporate minimum tax, based on adjusted financial statement income of certain large corporations for tax years beginning after December 31, 2022. Applicable corporations would be eligible to claim a credit for the minimum tax paid against regular tax in future years. The IRA also includes a 1 % excise tax on stock repurchases occurring after December 31, 2022. The Company is evaluating the impact of the IRA on its financial statements. 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, 2022, we had undistributed earnings from non-U.S. operations of approximately $ 1.0 billion (including approximately $ 147.7 million of restricted earnings, which are not available for dividends). Undistributed earnings of our China subsidiaries comprise $ 476.4 million of this total. Additional Chinese withholding taxes of approximately $ 49 million would be required should the $ 476.4 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, ($ 0.2 ) million and $ 0.9 million for the twelve months ended December 31, 2022, 2021 and 2020, respectively. The benefit of the tax holidays on basic and diluted earnings per share was $ 0.00 , $ 0.00 and $ 0.02 for the twelve months ended December 31, 2022, 2021 and 2020, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 13 – Employee Benefit Plans Defined Benefit Plan We have 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 2022 2021 Components of net periodic benefit cost: Service cost $ 245 $ 275 Interest cost 2,834 2,269 Recognized actuarial gain 2,211 2,959 Expected return on plan assets ( 7,405 ) ( 7,266 ) Prior service cost 64 72 Net periodic benefit cost $ ( 2,051 ) $ ( 1,691 ) 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 2022 2021 Change in benefit obligation: Beginning balance $ 166,764 $ 175,292 Service cost 245 275 Interest cost 2,834 2,269 Actuarial gain ( 48,234 ) ( 4,893 ) Benefits paid ( 4,710 ) ( 4,451 ) Settlements ( 1,052 ) - Currency changes ( 17,050 ) ( 1,728 ) Benefit obligation at December 31 $ 98,797 $ 166,764 Change in plan assets: Beginning balance - fair value $ 155,029 $ 147,861 Employer contribution 2,697 3,027 Actual return on plan assets ( 44,637 ) 10,314 Benefits paid ( 4,710 ) ( 4,451 ) Settlements ( 1,230 ) - Currency changes ( 15,842 ) ( 1,722 ) Fair value of plan assets at December 31 $ 91,307 $ 155,029 Underfunded status at December 31 $ ( 7,490 ) $ ( 11,735 ) Based on an actuarial study performed as of December 31, 2022, the plan was underfunded by approximately $ 7.5 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 $ 41.1 million. We apply the “10% corridor” approach to amortize unrecognized actuarial gains (losses). Under this approach, only actuarial gains (losses) that exceed 10% of the greater of the projected benefit obligation or the market-related value of the plan assets are amortized. For the twelve months ended December 31, 2022, the plan’s accumulated other comprehensive income increased by approximately $ 1.7 million. The variance between the actual and expected return on plan assets during the period increased the accumulated other comprehensive income by $ 52.4 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, 2022, was approximately 7 .5 years. The following weighted-average assumptions were used to determine net periodic benefit costs for the twelve months ended December 31: 2022 2021 Discount rate 4.7 % 1.9 % Expected long-term return on plan assets 6.1 % 5.3 % The following weighted-average assumption was used to determine the benefit obligations at December 31: 2022 2021 Discount rate 4.7 % 1.9 % 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 % 67 % Hedging assets 4.1 % 30 % Cash 3.5 % 3 % 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. 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, 2022: 2023 $ 5,225 2024 4,812 2025 5,116 2026 5,130 2027 5,299 2028-2032 28,338 The trustees are required to review the funding position every three years. An actuarial valuation was performed as of March 31, 2022, resulting in a deficit of approximately GBP 20 million (approximately $ 26 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 annually with effect from January 1, 2023 to address the deficit revealed by the valuation (with the first payment made by December 31, 2023 through December 31, 2028. A final payment of GBP 1.5 million (approximately $ 1.95 million based on a GBP: USD rate of 1 :1.3) will be made by 31st December 2029. These contributions, together with the assumed asset outperformance, are expected to eliminate the deficit by December 31, 2029. 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 $ 18,483 $ - $ - $ 18,483 Equity securities: U.K. - 665 - 665 Overseas equities - 13,761 - 13,761 Emerging markets - 3,651 - 3,651 Fixed income securities: Government bonds - 5,841 - 5,841 Non-government bonds - 4,773 - 4,773 Other types of investments Hedge funds - 10,636 - 10,636 Liability-driven investments - 26,993 - 26,993 Commodities - 1,236 - 1,236 Other - 5,268 - 5,268 Total $ 18,483 $ 72,824 $ - $ 91,307 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, 2022 and 2021, the Company has recorded a net liability of $ 3.2 million and $ 6.3 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 twelve months ended December 31, 2022, 2021 and 2020, total amounts expensed under these plans were approximately $ 21.5 million, $ 21.7 million and $ 10.2 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, 2022 and December 31, 2021, these investments totaled approximately $ 12.1 million and $ 15.5 million, respectively. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
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: 2022 2021 2020 Cost of goods sold $ 1,630 $ 1,321 $ 1,064 Selling, general and administrative expense 30,295 28,188 21,013 Research and development expense 4,362 3,696 3,183 Total share-based compensation expense $ 36,287 $ 33,205 $ 25,260 The table below sets forth share-based compensation expense by type for the twelve months ended December 31: 2022 2021 2020 Stock options $ 36 $ 73 $ - Share grants 36,251 33,132 25,260 Total share-based compensation expense $ 36,287 $ 33,205 $ 25,260 In May 2022, our stockholders approved our 2022 Equity Incentive Plan (“2022 Plan”). Since the approval of the 2022 Plan, all share-based compensation awards were granted under the 2022 Plan, and we will not grant any further stock options under any previous plans. Stock options under the 2022 Plan generally vest in equal annual installments over a four-year period and expire eight years after the grant date . The number of shares authorized to be awarded under the 2022 Plan is 7 million shares. 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 2022, 2021 and 2020: Restricted Stock Grants Shares Weighted Average Grant Date Fair Value ($) Aggregate Intrinsic Value 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 Forfeited and other ( 34 ) 52.27 Nonvested at December 31, 2021 1,402 54.94 Granted 535 69.87 Vested ( 614 ) 45.96 $ 46,633 Forfeited and other ( 55 ) 61.87 Nonvested at December 31, 2022 1,269 65.29 $ 96,634 The total unrecognized share-based compensation expense as of December 31, 2022, was approximately $ 62.6 million, relating to share grants, which was expected to be recognized over a weighted average period of approximately 2.2 years. Stock Options – 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 $ 0.1 mi llion, $ 4.3 million and $ 6.8 million during 2022, 2021 and 2020, respectively. At December 31, 2022, 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 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 Exercised ( 5 ) 27.92 0.4 $ 409 Outstanding and exercisable at December 31, 2022 - |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
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. Warren Chen, a member of the Company's board of directors 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, and plan to continue our strategic alliance with Nuvoton. We have an agreement to purchase approximately $ 35.3 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. 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: 2022 2021 2020 Keylink Net sales $ 19,998 $ 19,689 $ 19,757 Purchases $ 1,949 $ 2,015 $ 1,538 Plating, rental and consulting expense $ 18,176 $ 17,922 $ 14,647 Nuvoton Net sales $ 149 $ 65 $ 10 Purchases $ 15,068 $ 9,764 $ 8,418 JCP Purchases $ 581 $ 1,240 $ 1,095 LSC, its subsidiaries and affiliates Net sales $ - $ - $ 518 Purchases $ - $ - $ 12,062 The table below sets forth accounts receivable from and accounts payable to related parties at December 31: 2022 2021 Keylink Accounts receivable $ 40,510 $ 39,530 Accounts payable $ 33,733 $ 36,090 Nuvoton Accounts receivable $ 30 $ - Accounts payable $ 2,859 $ 2,014 JCP Accounts payable $ 133 $ 235 Prior to November 30, 2020, LSC was our largest stockholder and a related party. We acquired LSC on November 30, 2020 so they were no longer a related party in 2022 or 2021. 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, 2022 | |
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. During the twelve months ended December 31, 2022 one customer, a broad-based distributor serving thousands of customers, accounted for 10 % or more or our net sales. During the twelve months ended December 31, 2021 and 2020 no customer accounting for 10 % or more of our net sales. No customer accounted for 10% or greater of our outstanding accounts receivable at December 31, 2022 or 2021. The tables below set forth net sales based on the location of the subsidiary producing the net sale: 2022 Asia Americas Europe Consolidated Total sales $ 1,891,855 $ 1,361,223 $ 358,930 $ 3,612,008 Inter-company sales ( 769,630 ) ( 722,872 ) ( 118,926 ) ( 1,611,428 ) Net sales $ 1,122,225 $ 638,351 $ 240,004 $ 2,000,580 Property, plant and equipment $ 529,365 $ 95,584 $ 111,781 $ 736,730 Assets $ 1,599,805 $ 440,014 $ 248,493 $ 2,288,312 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 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 industrial, automotive, computing, communications and consumer applications. 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, 2022, 2021 and 2020: Net Sales by Region 2022 2021 2020 Asia $ 1,480,191 $ 1,439,545 $ 961,376 Europe 283,900 220,772 171,985 Americas 236,489 144,845 95,854 Total net sales $ 2,000,580 $ 1,805,162 $ 1,229,215 Net Sales by Type 2022 2021 2020 Direct sales $ 590,173 $ 607,645 $ 419,024 Distributor sales 1,410,407 1,197,517 810,191 Total net sales $ 2,000,580 $ 1,805,162 $ 1,229,215 Net sales from products shipped to China for the twelve months ended December 31, 2022, 2021 and 2020, was $ 941.3 million $ 938.1 million and $ 649.9 million, respectively. While net sales in total have continued to grow in all geographic locations presented, net sales in Asia, as a percentage of total net sales has declined due to the result of lockdowns related to the zero-COVID policy, which we believe has impacted end-demand in China. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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 2048. 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 $ 85.6 million at December 31, 2022. As of December 31, 2022, we also had a commitment to purchase approximately $ 147.7 million of wafers to be used in our manufacturing process. These wafer purchases will occur from 2023 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, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 18 – Derivative Financial Instruments We use derivative instruments to manage risks related to foreign currencies, interest rates and the net investment risk in our foreign subsidiaries. Our objectives for holding derivatives include reducing, eliminating, and efficiently managing the economic impact of these exposures as effectively as possible. Our derivative programs include strategies that both qualify and do not qualify for hedge accounting treatment. Hedges of Foreign Currency Risk We are exposed to fluctuations in various foreign currencies against our different functional currencies. We use foreign currency forward agreements to manage this exposure. We use foreign currency forward agreements to manage this exposure. At December 31, 2022 and December 31, 2021, we had $ 183.1 million and $ 195.2 million, respectively, of outstanding foreign currency forward agreements 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 Accounting Standards Codification ("ASC") No. 815. Hedges of Interest Rate and Net Investment Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps, including interest rate collars, as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company makes use of cross currency swaps to decrease the foreign exchange risk inherent in the Company’s investment in some of its foreign subsidiaries. The table below sets forth the number of instruments and the notional amounts of the Company's cross currency swaps at December 31, 2022 and December 31, 2021: Number of Instruments Notional Amount 2022 2021 2022 2021 Cross currency swaps 2 2 160,000 160,000 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, 2022 and December 31, 2021: Fair Value Other Current Assets Other Assets Other Liabilities 2022 2021 2022 2021 2022 2021 Currency swaps $ - $ - $ 1,427 $ - $ 6,314 $ 1,330 The tables below sets forth the effect of the Company’s derivative financial instruments on the Consolidated Statements of Income for the twelve months ended December 31 2022, 2021 and 2020: Derivative Instruments Amount of Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from OCI into Amount of Gain or (Loss) Reclassified from Accumulated OCI into Net Income Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion Excluded from Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Designated as December 31, Accumulated December 31, Effectiveness December 31, Hedging Instruments 2022 2021 2020 Income 2022 2021 2020 Testing) 2022 2021 2020 Interest rate swaps and collars $ - $ ( 13 ) $ ( 1,581 ) Interest expense $ - $ ( 555 ) $ ( 445 ) N/A $ - $ - $ - Cross currency swaps 5,383 989 ( 2,305 ) N/A - - - Interest income 2,308 2,469 - We estimate that no ne of the net derivative losses included in accumulated other comprehensive income (“AOCI”) as of December 31, 2022, 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 2022. As of December 31, 2022 and 2021, the Company had no t posted any collateral related to these agreements. |
Equity Investments
Equity Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Equity Investments | Note 19 - Equity Investments The Company maintains equity investments in companies which are accounted for under the measurement alternative described in ASC 321-10-35-2 for equity securities that lack readily determinable fair values. During the twelve months ended December 31, 2022 the Company recognized $ 3.9 million upward fair value adjustments, based on the valuation of additional equity issued by the investee which was deemed to be an observable transaction of a similar investment under ASC 321. The gain was recorded within Other income, in the condensed consolidated statement of operations. The upward fair value adjustment represents a nonrecurring fair value measurement based on observable price changes. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Note 20 – Acquisitions and Divestitures Wafer Fabrication Plant in South Portland, Maine On June 3, 2022, the Company completed the acquisition of onsemi's wafer fabrication facility and operations located in South Portland, Maine ("SPFAB"). SPFAB was purchased to provide additional 200mm wafer fabrication capacity for analog products to accelerate the Company's growth initiatives in the automotive and industrial end markets. This US-based facility, together with the Company's existing wafer fabrication facilities in Asia and Europe, will further enhance the Company's global manufacturing operations. The Company recorded the purchase of SPFAB as a business combination. Total consideration paid by the Company was $ 80.4 million and was funded by existing cash and advances under the revolving portion of our U.S. Credit Agreement. The SPFAB facility and assets were wholly acquired, and there is no remaining minority interest. The goodwill is assigned to the standard semiconductor products segment and will not be tax deductible. The Company also incurred acquisition costs of approximately $ 0.5 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 SPFAB acquisition and the corresponding line item in which the item is recorded in our condensed consolidated balance sheet. Due to a lack of data we are unable to provide historical financial pro forma data. Assets Spare parts and inventories $ 1,257 Prepaid expenses 257 Property, plant and equipment 77,825 Goodwill 1,069 Total assets purchased $ 80,408 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, 2022 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 December 2021, the Company closed a transaction 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 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 Other Investment In August 2021, the Company entered into an agreement to make an investment in Taiwan. The Company's investment is $ 5.4 million for 60 % ownership of a company and is being consolidated into our consolidated financial statements. The purpose of the investment is to engage in the development of power modules for the automotive markets. The investment received Taiwan government approval in October 2021, and the Company made the $ 5.4 million payment in October 2021. 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. 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 $ 154.0 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. 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, 2020: Twelve Months Ended December 31, 2020 Net revenues $ 1,421,494 Net income $ 95,908 Net income attributable to common stockholders $ 96,517 Earnings per share - basic $ 2.23 Earnings per share - diluted $ 2.18 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. 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 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 21 – Subsequent Event Privately Held Wafer Design Company As described in Note 20 above, the Company previously acquired an interest in an early stage privately held fabless wafer design company. In February 2023, the Company entered into a term sheet under which the Company may invest an additional $ 17.9 million, comprised of $ 13.9 million of preferred stock and $ 4.0 million as a convertible promissory note. The $ 17.9 million of additional investment is subject to standard closing conditions. |
Summary of Operations and Sig_2
Summary of Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of operations | Nature of operations GENERAL 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. The Company serves the industrial, automotive, computing, communications and consumer 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; and 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, and Zhubei City, Taiwan; Shanghai and Yangzhou, China; Oldham, England; and Neuhaus, Germany. The Company's wafer fabrication facilities are located in Oldham, England; Greenock, Scotland; Shanghai and Wuxi, China; and Keelung, and Hsinchu, Taiwan and South Portland, Maine, United States. 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 and 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 • We believe these quality awards reflect the superior quality-control techniques established at Diodes Incorporated and further enhance our credibility as a vendor-of-choice to original equipment manufacturers ("OEMs") increasingly concerned with quality and consistency. Our market focus is on high-growth, end-user applications in the following areas: • Industrial: embedded systems, precision controls, and Industrial IoT; • Automotive: connected driving, comfort/style/safety, and electrification/powertrain; • Computing: cloud computing including server, storage, and data center applications; • Communications: smartphones, 5G networks, advanced protocols, and charging solutions; and • Consumer: IoT, wearables, home automation, and smart infrastructure; |
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 – The Company generates revenue from sales of its semiconductor products to direct customers and distributors and recognizes revenue when control is transferred. This transfer generally occurs at a point in time upon shipment or delivery to the customer or distributor, depending upon the terms of the sales order. The payment terms on our sales are based on negotiations with our customers. For sales to distributors, payment is not contingent upon resale of the products. The vast majority of our revenue from products and services is accounted for at a point in time. 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 $ 190.7 milli on, $ 220.3 million and $ 194.7 million in 2022, 2021 and 2020, 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 $ 5.9 million at December 31, 2022 and $ 4.3 million at December 31, 2021. |
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 from 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 2022, 2021, or 2020. 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, 2022, 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 20 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, 2022 and 2021, 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 $ 28.0 million, $ 24.1 million and $ 16.6 million for the twelve months ended December 31, 2022, 2021 and 2020, 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 – 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. 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. 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. |
Functional currencies and foreign currency translation | Functional currencies and foreign currency translation – We translate the assets and liabilities of our non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates on the balance sheet date. Net sales and expense for these subsidiaries are translated at the weighted-average exchange rate during the period presented. Resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income or loss within stockholders’ equity in the consolidated balance sheets. Included in other income are foreign exchange gains of approximately $ 2.1 million for the twelve months ended December 31, 2022, and foreign exchange losses of approximately $ 2.1 million for the twelve months ended December 31, 2021, and approximately $ 9.8 million for the twelve months ended December 31, 2020. |
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. |
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 $ 128.2 milli on, $ 50.5 million and $ 73.6 million at December 31, 2022, 2021 and 2020, respectively. As of December 31, the accumulated balance for each component of comprehensive income is as follows: 2022 2021 2020 Unrealized foreign currency losses $ ( 89,059 ) $ ( 7,760 ) $ ( 21,614 ) Unrealized gain on cross currency and interest rate swaps, net of tax $ 2,122 $ ( 2,157 ) $ ( 3,574 ) Unrealized loss on defined benefit plan $ ( 41,296 ) $ ( 40,600 ) $ ( 48,418 ) |
Government assistance | Government assistance - We recognize government grants in our consolidated statements of income on a systematic basis over the periods which they are intended to benefit. Grants that relate to current expenses are reflected as reductions of the related expenses in the period in which they are reported. Grants that relate to depreciable property and equipment are recorded as a deferred liability account and then reflected in income over the useful lives of the related assets. Grants received as compensation for losses, or expenses already incurred or for the purpose of providing immediate financial support with no future related costs, are recognized as income in the period they become recognizable. During 2022 we recognized approximately $ 2.1 million in government subsidies, primarily in China and the United Kingdom. Of this $ 2.1 million, approximately $ 1.8 million was recognized as reduction in expense or other income and approximately $ 0.3 million was related to property, plant and equipment and is being recorded as a reduction of depreciation expense over the useful life of the associated assets. The Company also has approximately $ 13.3 million of deferred grants and subsidies that were recognized as a reduction to amortization expense of $ 5.5 million for the twelve months ended December 31, 2022. |
Reclassifications | Reclassifications – Certain 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 March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 740): Troubled Debt Restructurings and Vintage Disclosures. This ASU among other things, updates accounting and disclosures for public business entities to disclose gross write-offs and gross recoveries by class of financing receivable and major security type in vintage disclosures. This guidance is effective for annual reporting periods beginning after December 15, 2022, including interim periods therein. The adoption of this guidance did not have a material impact on our consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Acquired Contract Assets and Contract Liabilities. Under the new guidance, the acquirer should determine what contract assets and/or contract liabilities it would have recorded under ASC 606 as of the acquisition date, as if the acquirer had entered into the original contract at the same date and on the same terms as the acquiree. The recognition and measurement of those contract assets and contract liabilities will likely be comparable to what the acquiree has recorded on its books under ASC 606 as of the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in an interim period, for any period for which financial statements have not yet been issued. However, adoption in an interim period other than the first fiscal quarter requires an entity to apply the new guidance to all prior business combinations that have occurred since the beginning of the annual period in which the new guidance is adopted. The Company does not anticipate this amendment to have a significant impact on the consolidated 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 was 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. |
Summary of Operations and Sig_3
Summary of Operations and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: 2022 2021 2020 Unrealized foreign currency losses $ ( 89,059 ) $ ( 7,760 ) $ ( 21,614 ) Unrealized gain on cross currency and interest rate swaps, net of tax $ 2,122 $ ( 2,157 ) $ ( 3,574 ) Unrealized loss on defined benefit plan $ ( 41,296 ) $ ( 40,600 ) $ ( 48,418 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Twelve Months Ended December 31, 2022 2021 2020 Earnings (numerator) Net income attributable to common stockholders $ 331,283 $ 228,763 $ 98,088 Shares (denominator) Weighted average common shares outstanding (basic) 45,330 44,772 51,004 Dilutive effect of stock options and stock awards outstanding 706 1,009 1,129 Adjusted weighted average common shares outstanding (diluted) 46,036 45,781 52,133 Earnings per share attributable to common stockholders Basic $ 7.31 $ 5.11 $ 1.92 Diluted $ 7.20 $ 5.00 $ 1.88 Stock options and stock awards excluded from EPS 82 1 - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets At Fair Value | Financial assets and liabilities carried at fair value as of December 31, 2022, 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 $ 7,059 $ 7,059 $ - $ - $ - Long-term investments 22,918 22,918 - - ( 20,386 ) Cross-currency swap asset 1,427 - 1,427 - - Cross-currency swap liability 6,314 - 6,314 - - Deferred compensation investments 12,051 26 12,025 - ( 3,048 ) 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 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory Current | Inventories, stated at the lower of cost or market value, at December 31 were: 2022 2021 Finished goods $ 96,659 $ 108,557 Work-in-progress 80,616 81,784 Raw materials 183,006 158,281 $ 360,281 $ 348,622 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property, plant and equipment at December 31 were: 2022 2021 Buildings and leasehold improvements $ 323,941 $ 276,958 Machinery and equipment 1,137,737 962,597 1,461,678 1,239,555 Less: Accumulated depreciation and amortization ( 913,245 ) ( 836,364 ) 548,433 403,191 Construction in-progress 120,451 111,987 Land 67,846 66,901 $ 736,730 $ 582,079 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Intangible Assets | Intangible assets at December 31 were as follows: December 31, 2022 Intangible Assets Useful life Gross Carrying Amount Accumulated Amortization Currency Exchange Net Amortized intangible assets Patents 5 - 15 years $ 16,040 $ ( 15,437 ) $ ( 234 ) $ 369 Developed product technology 2 - 10 years 169,499 ( 111,639 ) ( 6,176 ) 51,684 Customer relationships 7 - 12 years 62,465 ( 42,784 ) ( 1,672 ) 18,009 Software license and other 3 - 4 years 2,743 ( 2,677 ) ( 59 ) 7 Total amortized intangible assets 250,747 ( 172,537 ) ( 8,141 ) 70,069 Intangible assets with indefinite lives In process research and development Indefinite - - - - Trademarks and trade names Indefinite 10,303 - ( 1,235 ) 9,068 Total Intangible assets with indefinite lives 10,303 - ( 1,235 ) 9,068 Total intangible assets $ 261,050 $ ( 172,537 ) $ ( 9,376 ) $ 79,137 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 |
Schedule of Expected Amortization Expense | The schedule below sets future amortization expense of our currently owned intangible assets: 2023 $ 15,201 2024 14,901 2025 13,907 2026 12,358 2027 11,351 2028 and thereafter 2,351 Total $ 70,069 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | Changes in goodwill for the twelve months ended December 31, were as follows: Balance at December 31, 2020 $ 158,331 Acquisitions ( 9,152 ) Foreign currency translation adjustment 711 Balance at December 31, 2021 149,890 Acquisitions 1,818 Foreign currency translation adjustment ( 6,951 ) Balance at December 31, 2022 $ 144,757 |
Bank Credit Agreements and Ot_2
Bank Credit Agreements and Other Short-Term and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Borrowings outstanding as of December 31, 2022 and December 31, 2021, are set forth in the table below: December 31, Description 2022 2021 Interest Rate Current Amount Maturity Short-term debt $ 36,280 $ 18,068 Various indices plus margin Various during 2023 Long-term debt Notes payable to Bank of Taiwan 2,063 $ 2,492 2-yr deposit rate floating plus 0.1148% June 2033 Notes payable to CTBC Bank 13,840 16,168 TAIBOR 3M plus 0.5% May 2024 Notes payable to CTBC Bank 3,256 3,614 TAIBOR 3M plus 0.5% December 2024 Notes payable to E Sun Bank 3,256 3,614 1-M deposit rate floating plus 0.08% December 2024 Notes payable to E Sun Bank 276 371 1-M deposit rate floating plus 0.08% June 2027 Notes payable to E Sun Bank 1,516 1,771 1-M deposit rate floating plus 0.08% June 2030 Notes payable to Bank of Taiwan 1,628 1,807 2-year deposit rate floating plus 0.082% September 2024 Notes payable to HSBC 105,000 100,000 1M SOFR+Margin January 2025 Notes payable to HSBC 18,558 - 1M Libor+Margin January 2025 Notes Payable to E Sun Bank 166 - 2-yr deposit rate plus annual rate floating "September 2023 Notes Payable to Taishin International Bank 43 - Annual rate plus cost of capital April-23 Notes Payable to Taishin International Bank 11 - Fixed annual rate April-23 Notes Payable to Taishin International Bank 217 - Fixed annual rate April-24 Notes payable to Chang Hwa Bank 518 - 2-yr deposit rate floating plus 1.405% - 1.655% June-July 2026 Term loan and revolver - 155,122 Libor plus margin January 2023 Total long-term debt 150,348 284,959 Less: Current portion of long-term debt ( 1,693 ) ( 17,381 ) Less: Unamortized debt-issuance costs ( 1,185 ) ( 2,004 ) Total long-term debt, net of current portion $ 147,470 $ 265,574 |
Schedule of Maturities of Long Term Debt | The table below sets forth the annual contractual maturities of long-term debt at December 31, 2022: 2023 $ 1,693 2024 21,892 2025 124,150 2026 530 2027 431 2029 and thereafter 1,652 Total long-term debt $ 150,348 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of Lease Expense | The table below sets forth the components of lease expense for the twelve months ended December 31: 2022 2021 2020 Operating lease expense $ 13,275 $ 16,533 $ 15,111 Finance lease expense: Amortization of assets 17 221 836 Interest on lease liabilities 1 1 14 Short-term lease expense 975 954 525 Variable lease expense 3,561 4,853 2,940 Total lease expense $ 17,829 $ 22,562 $ 19,426 |
Supplemental Balance Sheet Information Related to Leases | The table below sets forth supplemental balance sheet information related to leases as of December 31: 2022 2021 Operating leases: Operating lease ROU assets $ 43,907 $ 49,703 Current operating lease liabilities 7,390 11,199 Noncurrent operating lease liabilities 20,765 22,291 Total operating lease liabilities $ 28,155 $ 33,490 Finance leases: Finance lease ROU assets $ 2,618 $ 2,561 Accumulated amortization ( 2,542 ) ( 2,524 ) Finance lease ROU assets, net $ 76 $ 37 Current finance lease liabilities $ 30 $ 15 Non-current finance lease liabilities 46 23 Total finance lease liabilities $ 76 $ 38 Weighted average remaining lease term (in years): Operating leases 8.2 6.9 Finance leases 2.6 2.3 Weighted average discount rate: Operating leases 4.2 % 4.0 % Finance leases 3.6 % 3.7 % |
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: 2022 2021 2020 Cash paid for the amounts included in the measurements of lease liabilities: Operating cash outflows from operating leases $ 17,788 $ 24,040 $ 15,943 Operating cash outflows from finance leases 1 1 19 Financing cash outflow from finance leases 69 291 919 ROU assets obtained in exchange for lease liabilities incurred: Operating leases 8,384 13,038 6,339 |
Schedule of Operating and Finance Lease Liability Maturities | The table below sets forth information about lease liability maturities: December 31, Operating Leases Finance Leases 2023 $ 8,371 $ 32 2024 5,613 28 2025 4,961 18 2026 3,546 1 2027 1,291 - 2028 1,125 - 2029 and thereafter 9,373 - Total lease payments 34,280 79 Less: imputed interest ( 6,125 ) ( 3 ) Total lease obligations 28,155 76 Less: current obligations ( 7,390 ) ( 30 ) Long-term lease obligations $ 20,765 $ 46 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities and other current liabilities at December 31 were: 2022 2021 Accrued expenses $ 66,192 $ 55,480 Compensation and payroll taxes 82,349 73,124 Equipment purchases 30,486 24,257 Operating lease 7,390 11,199 Finance lease 30 15 Accrued pricing adjustments 18,777 11,401 Accrued professional services 2,825 3,189 Tax payable - non-income tax related 3,034 2,273 Other 3,350 3,711 $ 214,433 $ 184,649 |
Schedule of Other Long-Term Liabilities | Other long-term liabilities at December 31 were: 2022 2021 Accrued defined benefit plan $ 12,134 $ 19,606 Unrecognized tax benefits 31,594 29,652 Operating lease 20,765 22,291 Finance lease 46 23 Deferred grants and subsidy 9,967 14,139 Deferred compensation 16,009 20,079 Tax contingencies 8,787 8,787 Other 13,188 8,356 $ 112,490 $ 122,933 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The table below sets forth our income before taxes for the twelve months ended December 31: Income before income taxes 2022 2021 2020 U.S. $ 221,288 $ 122,127 $ 45,526 Foreign 174,652 192,968 74,815 Total $ 395,940 $ 315,095 $ 120,341 The table below sets forth the components of our income tax provision (benefit) for the twelve months ended December 31: 2022 2021 2020 Current tax provision Federal $ 46,368 $ 15,691 $ 631 Foreign 37,598 25,489 17,115 State 56 ( 17 ) 56 84,022 41,163 17,802 Deferred tax provision (benefit) Federal ( 6,486 ) ( 1,116 ) 6,411 Foreign ( 25,537 ) 31,222 ( 6,210 ) State ( 8 ) - 65 ( 32,031 ) 30,106 266 Liability for unrecognized tax benefits 4,694 7,538 3,044 Total income tax provision $ 56,685 $ 78,807 $ 21,112 |
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 twelve months ended December 31: 2022 2021 2020 Percent Percent Percent of pretax of pretax of pretax Amount earnings* Amount earnings* Amount earnings* Federal tax $ 83,147 21.0 $ 66,170 21.0 $ 25,272 21.0 State income taxes, net of federal tax 33 - ( 474 ) ( 0.2 ) ( 378 ) ( 0.3 ) Foreign income taxed at different tax rates ( 6,527 ) ( 1.6 ) ( 2,018 ) ( 0.6 ) 81 0.1 U.S. tax impact of foreign operations ( 7,369 ) ( 1.9 ) ( 17,375 ) ( 5.5 ) ( 3,031 ) ( 2.5 ) Foreign withholding taxes ( 12,441 ) ( 3.1 ) 33,175 10.5 ( 1,798 ) ( 1.5 ) Research and development ( 5,865 ) ( 1.5 ) ( 6,310 ) ( 2.0 ) ( 4,210 ) ( 3.5 ) Liability for unrecognized tax benefits 4,694 1.2 7,538 2.4 3,044 2.5 Valuation allowance ( 1,986 ) ( 0.5 ) ( 1,068 ) ( 0.3 ) 2,199 1.8 Employee stock-based compensation 1,784 0.4 ( 812 ) ( 0.3 ) ( 660 ) ( 0.5 ) Other 1,215 0.3 ( 19 ) - 593 0.5 Income tax provision $ 56,685 14.3 $ 78,807 25.0 $ 21,112 17.5 * 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: 2022 2021 2020 Balance at January 1, $ 43,378 $ 42,466 $ 35,652 Additions based on tax positions related to the 10,022 9,244 7,495 Additions for prior year tax positions 75 138 4,952 Reductions for prior year tax positions ( 5,403 ) ( 8,470 ) ( 5,633 ) Balance at December 31, $ 48,072 $ 43,378 $ 42,466 |
Schedule of Deferred Tax Assets and Liabilities | The table below sets forth our deferred tax assets and liabilities as of December 31: 2022 2021 Deferred tax assets Inventory cost $ 30,322 $ 21,692 Accrued expenses and accounts receivable 6,931 5,966 Research and development tax credits 9,613 9,613 Net operating loss carryforwards 52,599 42,068 Lease obligations 3,845 2,050 Accrued pension 2,500 3,878 Share based compensation and others 20,088 14,809 125,898 100,076 Valuation allowances ( 42,405 ) ( 45,232 ) Total deferred tax assets, non-current 83,493 54,844 Deferred tax liabilities Plant, equipment and intangible assets ( 6,595 ) ( 1,330 ) Right of use assets ( 3,883 ) ( 1,975 ) Outside basis differences and others ( 36,114 ) ( 50,773 ) Total deferred tax liabilities, non-current ( 46,592 ) ( 54,078 ) Net deferred tax assets $ 36,901 $ 766 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Components of net periodic benefit cost: Service cost $ 245 $ 275 Interest cost 2,834 2,269 Recognized actuarial gain 2,211 2,959 Expected return on plan assets ( 7,405 ) ( 7,266 ) Prior service cost 64 72 Net periodic benefit cost $ ( 2,051 ) $ ( 1,691 ) |
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 2022 2021 Change in benefit obligation: Beginning balance $ 166,764 $ 175,292 Service cost 245 275 Interest cost 2,834 2,269 Actuarial gain ( 48,234 ) ( 4,893 ) Benefits paid ( 4,710 ) ( 4,451 ) Settlements ( 1,052 ) - Currency changes ( 17,050 ) ( 1,728 ) Benefit obligation at December 31 $ 98,797 $ 166,764 Change in plan assets: Beginning balance - fair value $ 155,029 $ 147,861 Employer contribution 2,697 3,027 Actual return on plan assets ( 44,637 ) 10,314 Benefits paid ( 4,710 ) ( 4,451 ) Settlements ( 1,230 ) - Currency changes ( 15,842 ) ( 1,722 ) Fair value of plan assets at December 31 $ 91,307 $ 155,029 Underfunded status at December 31 $ ( 7,490 ) $ ( 11,735 ) |
Schedule of Assumptions Used | The following weighted-average assumptions were used to determine net periodic benefit costs for the twelve months ended December 31: 2022 2021 Discount rate 4.7 % 1.9 % Expected long-term return on plan assets 6.1 % 5.3 % The following weighted-average assumption was used to determine the benefit obligations at December 31: 2022 2021 Discount rate 4.7 % 1.9 % |
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 % 67 % Hedging assets 4.1 % 30 % Cash 3.5 % 3 % |
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, 2022: 2023 $ 5,225 2024 4,812 2025 5,116 2026 5,130 2027 5,299 2028-2032 28,338 |
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 $ 18,483 $ - $ - $ 18,483 Equity securities: U.K. - 665 - 665 Overseas equities - 13,761 - 13,761 Emerging markets - 3,651 - 3,651 Fixed income securities: Government bonds - 5,841 - 5,841 Non-government bonds - 4,773 - 4,773 Other types of investments Hedge funds - 10,636 - 10,636 Liability-driven investments - 26,993 - 26,993 Commodities - 1,236 - 1,236 Other - 5,268 - 5,268 Total $ 18,483 $ 72,824 $ - $ 91,307 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: 2022 2021 2020 Cost of goods sold $ 1,630 $ 1,321 $ 1,064 Selling, general and administrative expense 30,295 28,188 21,013 Research and development expense 4,362 3,696 3,183 Total share-based compensation expense $ 36,287 $ 33,205 $ 25,260 |
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: 2022 2021 2020 Stock options $ 36 $ 73 $ - Share grants 36,251 33,132 25,260 Total share-based compensation expense $ 36,287 $ 33,205 $ 25,260 |
Summary of Nonvested Share Grants | The table below sets forth a summary of our non-vested share grants in 2022, 2021 and 2020: Restricted Stock Grants Shares Weighted Average Grant Date Fair Value ($) Aggregate Intrinsic Value 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 Forfeited and other ( 34 ) 52.27 Nonvested at December 31, 2021 1,402 54.94 Granted 535 69.87 Vested ( 614 ) 45.96 $ 46,633 Forfeited and other ( 55 ) 61.87 Nonvested at December 31, 2022 1,269 65.29 $ 96,634 |
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 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 Exercised ( 5 ) 27.92 0.4 $ 409 Outstanding and exercisable at December 31, 2022 - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Net Sales and Purchases 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: 2022 2021 2020 Keylink Net sales $ 19,998 $ 19,689 $ 19,757 Purchases $ 1,949 $ 2,015 $ 1,538 Plating, rental and consulting expense $ 18,176 $ 17,922 $ 14,647 Nuvoton Net sales $ 149 $ 65 $ 10 Purchases $ 15,068 $ 9,764 $ 8,418 JCP Purchases $ 581 $ 1,240 $ 1,095 LSC, its subsidiaries and affiliates Net sales $ - $ - $ 518 Purchases $ - $ - $ 12,062 |
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: 2022 2021 Keylink Accounts receivable $ 40,510 $ 39,530 Accounts payable $ 33,733 $ 36,090 Nuvoton Accounts receivable $ 30 $ - Accounts payable $ 2,859 $ 2,014 JCP Accounts payable $ 133 $ 235 |
Segment Information, Revenue _2
Segment Information, Revenue and Enterprise-Wide Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: 2022 Asia Americas Europe Consolidated Total sales $ 1,891,855 $ 1,361,223 $ 358,930 $ 3,612,008 Inter-company sales ( 769,630 ) ( 722,872 ) ( 118,926 ) ( 1,611,428 ) Net sales $ 1,122,225 $ 638,351 $ 240,004 $ 2,000,580 Property, plant and equipment $ 529,365 $ 95,584 $ 111,781 $ 736,730 Assets $ 1,599,805 $ 440,014 $ 248,493 $ 2,288,312 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 |
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, 2022, 2021 and 2020: Net Sales by Region 2022 2021 2020 Asia $ 1,480,191 $ 1,439,545 $ 961,376 Europe 283,900 220,772 171,985 Americas 236,489 144,845 95,854 Total net sales $ 2,000,580 $ 1,805,162 $ 1,229,215 Net Sales by Type 2022 2021 2020 Direct sales $ 590,173 $ 607,645 $ 419,024 Distributor sales 1,410,407 1,197,517 810,191 Total net sales $ 2,000,580 $ 1,805,162 $ 1,229,215 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Information Related to Number of Instruments and Notional Amounts of Cross Currency Swaps | The table below sets forth the number of instruments and the notional amounts of the Company's cross currency swaps at December 31, 2022 and December 31, 2021: Number of Instruments Notional Amount 2022 2021 2022 2021 Cross currency swaps 2 2 160,000 160,000 |
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, 2022 and December 31, 2021: Fair Value Other Current Assets Other Assets Other Liabilities 2022 2021 2022 2021 2022 2021 Currency swaps $ - $ - $ 1,427 $ - $ 6,314 $ 1,330 |
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 twelve months ended December 31 2022, 2021 and 2020: Derivative Instruments Amount of Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from OCI into Amount of Gain or (Loss) Reclassified from Accumulated OCI into Net Income Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion Excluded from Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Designated as December 31, Accumulated December 31, Effectiveness December 31, Hedging Instruments 2022 2021 2020 Income 2022 2021 2020 Testing) 2022 2021 2020 Interest rate swaps and collars $ - $ ( 13 ) $ ( 1,581 ) Interest expense $ - $ ( 555 ) $ ( 445 ) N/A $ - $ - $ - Cross currency swaps 5,383 989 ( 2,305 ) N/A - - - Interest income 2,308 2,469 - |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 SPFAB acquisition and the corresponding line item in which the item is recorded in our condensed consolidated balance sheet. Assets Spare parts and inventories $ 1,257 Prepaid expenses 257 Property, plant and equipment 77,825 Goodwill 1,069 Total assets purchased $ 80,408 |
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 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 |
Summary of Business Acquisition, Purchase Price | 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 $ 154.0 |
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, 2020: Twelve Months Ended December 31, 2020 Net revenues $ 1,421,494 Net income $ 95,908 Net income attributable to common stockholders $ 96,517 Earnings per share - basic $ 2.23 Earnings per share - diluted $ 2.18 |
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) | 12 Months Ended | ||||
Nov. 30, 2020 USD ($) shares | Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Nov. 30, 2021 USD ($) | |
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | |||||
Product returns and other allowances | $ 190,700,000 | $ 220,300,000 | $ 194,700,000 | ||
Allowance for doubtful accounts | $ 5,900,000 | 4,300,000 | |||
Number of operating segment | Segment | 1 | ||||
Impairment of goodwill | $ 0 | 0 | 0 | ||
Cost of goods sold | 1,173,343,000 | 1,134,802,000 | 798,094,000 | ||
Foreign currency gain (loss), net | 2,122,000 | (2,107,000) | (9,814,000) | ||
Accumulated other comprehensive loss | 128,233,000 | 50,517,000 | 73,600,000 | ||
Government assistance recognized amount | 2,100,000 | ||||
Government assistance deferred grants | 13,300,000 | ||||
Expense or other income | |||||
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | |||||
Government assistance recognized amount | 1,800,000 | ||||
Depreciation expense | |||||
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | |||||
Government assistance recognized amount | 300,000 | ||||
Amortization expense | |||||
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | |||||
Government assistance deferred grants | 5,500,000 | ||||
China | Government | |||||
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | |||||
Government assistance received amount | 2,100,000 | ||||
United Kingdom | Government | |||||
Summary of Operations, Significant Accounting Policies, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates [Line Items] | |||||
Government assistance received amount | 2,100,000 | ||||
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 | $ 28,000,000 | $ 24,100,000 | $ 16,600,000 | ||
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% | ||||
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% | ||||
Business acquisition shares repurchased | shares | 7,765,778 | ||||
Net liability assumed | $ 198,733,000 | $ 201,415,000 |
Summary of Operations and Sig_5
Summary of Operations and Significant Accounting Policies - Component of Comprehensive Income (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Unrealized foreign currency losses | $ (89,059) | $ (7,760) | $ (21,614) |
Unrealized gain on cross currency and interest rate swaps, net of tax | 2,122 | (2,157) | (3,574) |
Unrealized loss on defined benefit plan | $ (41,296) | $ (40,600) | $ (48,418) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings (numerator) | |||
Net income attributable to common stockholders | $ 331,283 | $ 228,763 | $ 98,088 |
Shares (denominator) | |||
Weighted average common shares outstanding (basic) | 45,330,000 | 44,772,000 | 51,004,000 |
Dilutive effect of stock options and stock awards outstanding | 706,000 | 1,009,000 | 1,129,000 |
Adjusted weighted average common shares outstanding (diluted) | 46,036,000 | 45,781,000 | 52,133,000 |
Earnings per share attributable to common stockholders | |||
Basic | $ 7.31 | $ 5.11 | $ 1.92 |
Diluted | $ 7.20 | $ 5 | $ 1.88 |
Stock options and stock awards excluded from EPS calculation because their inclusion would be anti-dilutive | 82 | 1 | 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets At Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 7,059 | $ 6,542 |
Long-term investments | 22,918 | 47,001 |
Deferred compensation investments | 12,051 | 15,483 |
Trading Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term investments | 20,386 | 28,018 |
Deferred compensation investments | 3,048 | 1,527 |
Cross-currency Swap Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of derivative instruments, liability derivatives | 6,314 | 1,330 |
Cross Currency Swap Asset | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of derivative instruments, asset derivatives | 1,427 | |
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 | 7,059 | 6,542 |
Long-term investments | 22,918 | 47,001 |
Deferred compensation investments | 26 | 904 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Deferred compensation investments | 12,025 | 14,579 |
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 | 6,314 | $ 1,330 |
Significant Other Observable Inputs (Level 2) | Cross Currency Swap Asset | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of derivative instruments, asset derivatives | $ 1,427 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory Current (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 96,659 | $ 108,557 |
Work-in-progress | 80,616 | 81,784 |
Raw materials | 183,006 | 158,281 |
Total | $ 360,281 | $ 348,622 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | |||
Buildings and leasehold improvements, Gross | $ 323,941 | $ 276,958 | |
Machinery and equipment | 1,137,737 | 962,597 | |
Property, plant and equipment, at cost | 1,461,678 | 1,239,555 | |
Less: Accumulated depreciation and amortization | (913,245) | (836,364) | |
Net | 548,433 | 403,191 | |
Construction in-progress | 120,451 | 111,987 | |
Land | 67,846 | 66,901 | |
Property, plant and equipment, net | $ 736,730 | $ 582,079 | $ 530,815 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 112,149 | $ 106,219 | $ 91,747 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | $ 250,747 | $ 247,695 |
Accumulated Amortization | (172,537) | (156,927) |
Currency Exchange | (8,141) | (7,582) |
Total | 70,069 | 83,186 |
Gross Carrying Amount | 10,303 | 12,364 |
Currency Exchange | (1,235) | (1,000) |
Net | 9,068 | 11,364 |
Intangible Assets, Gross (Excluding Goodwill), Total | 261,050 | 260,059 |
Total Intangible Assets - Accumulated Amortization | (172,537) | (156,927) |
Total Intangible Assets - Currency Exchange and Other | (9,376) | (8,582) |
Total Intangible Assets - Net | 79,137 | 94,550 |
In Process Research and Development | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 0 | 2,061 |
Net | 0 | 2,061 |
Trademarks and Trade Names | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 10,303 | 10,303 |
Currency Exchange | (1,235) | (1,000) |
Net | 9,068 | 9,303 |
Patents | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 16,040 | 16,040 |
Accumulated Amortization | (15,437) | (15,242) |
Currency Exchange | (234) | (97) |
Total | $ 369 | $ 701 |
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 | $ 169,499 | $ 166,819 |
Accumulated Amortization | (111,639) | (100,248) |
Currency Exchange | (6,176) | (5,736) |
Total | $ 51,684 | $ 60,835 |
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 | $ 62,465 | $ 62,093 |
Accumulated Amortization | (42,784) | (38,760) |
Currency Exchange | (1,672) | (1,688) |
Total | $ 18,009 | $ 21,645 |
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 | 12 years |
Software License And Other | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | $ 2,743 | $ 2,743 |
Accumulated Amortization | (2,677) | (2,677) |
Currency Exchange | (59) | (61) |
Total | $ 7 | $ 5 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Amortization of intangibles | $ 15,610 | $ 16,216 | $ 16,260 |
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, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2023 | $ 15,201 | |
2024 | 14,901 | |
2025 | 13,907 | |
2026 | 12,358 | |
2027 | 11,351 | |
2028 and thereafter | 2,351 | |
Total | $ 70,069 | $ 83,186 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill | ||
Goodwill beginning balance | $ 149,890 | $ 158,331 |
Acquisitions | 1,818 | 9,152 |
Foreign currency translation adjustment | 6,951 | 711 |
Goodwill ending balance | $ 144,757 | $ 149,890 |
Bank Credit Agreements and Ot_3
Bank Credit Agreements and Other Short-Term and Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 22, 2021 | |
Line Of Credit Facility [Line Items] | ||||
Long term debt | $ 150,348 | $ 284,959 | ||
Advances on lines of credit and short-term debt | 114,291 | $ 21,862 | $ 77,483 | |
Term Commitment | ||||
Line Of Credit Facility [Line Items] | ||||
Lines of credit maximum borrowing capacity | 0 | |||
Revolver | ||||
Line Of Credit Facility [Line Items] | ||||
Lines of credit maximum borrowing capacity | 200,000 | |||
Advances on lines of credit and short-term debt | $ 0 | |||
Diodes Hong Kong Limited (the “Borrower”) | Facility Agreement | Revolving Loan Facility | ||||
Line Of Credit Facility [Line Items] | ||||
Lines of credit maximum borrowing capacity | $ 105,000 | |||
ERIS Technology Corporation | ||||
Line Of Credit Facility [Line Items] | ||||
Percentage of shares acquired by subsidiary in acquiree | 51% | |||
Long term debt | $ 25,800 | |||
Debt maturity period term | 2024 through 2033 | |||
Short-Term Debt | ||||
Line Of Credit Facility [Line Items] | ||||
Lines of credit unused and available | $ 136,000 | |||
Line of credit facility advanced under foreign credit line | 36,300 | |||
Line of Credit Facility Credit Used For Guarantee | 400 | |||
Short-Term Debt | Unsecured | ||||
Line Of Credit Facility [Line Items] | ||||
Lines of credit maximum borrowing capacity | $ 172,800 |
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, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 150,348 | $ 284,959 |
Less: Current portion of long-term debt | (1,693) | (17,381) |
Less: Unamortized debt-issuance costs | (1,185) | (2,004) |
Long-term debt, net of current portion | 147,470 | 265,574 |
Various during 2022 | ||
Debt Instrument [Line Items] | ||
Short-term debt | $ 36,280 | 18,068 |
Short-term debt, Interest Rate | Various indices plus margin | |
January 2023 | Term Loan and Revolver | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 0 | 155,122 |
Long-term debt, Interest Rate | Libor plus margin | |
Notes Payable to Bank | Bank of Taiwan | June 33 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 2,063 | 2,492 |
Long-term debt, Interest Rate | 2-yr deposit rate floating plus 0.1148% | |
Notes Payable to Bank | Bank of Taiwan | September 24 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 1,628 | 1,807 |
Long-term debt, Interest Rate | 2-year deposit rate floating plus 0.082% | |
Notes Payable to Bank | CTBC Bank | May 24 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 13,840 | 16,168 |
Long-term debt, Interest Rate | TAIBOR 3M plus 0.5% | |
Notes Payable to Bank | CTBC Bank | December 24 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 3,256 | 3,614 |
Long-term debt, Interest Rate | TAIBOR 3M plus 0.5% | |
Notes Payable to Bank | E Sun Bank | December 24 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 3,256 | 3,614 |
Long-term debt, Interest Rate | 1-M deposit rate floating plus 0.08% | |
Notes Payable to Bank | E Sun Bank | June 27 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 276 | 371 |
Long-term debt, Interest Rate | 1-M deposit rate floating plus 0.08% | |
Notes Payable to Bank | E Sun Bank | June 30 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 1,516 | 1,771 |
Long-term debt, Interest Rate | 1-M deposit rate floating plus 0.08% | |
Notes Payable to Bank | E Sun Bank | September 23 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 166 | 0 |
Long-term debt, Interest Rate | 2-yr deposit rate plus annual rate floating | |
Notes Payable to Bank | HSBC | January 25 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 105,000 | 100,000 |
Long-term debt, Interest Rate | 1M SOFR+Margin | |
Notes Payable to Bank | Taishin International Bank | April 23 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 11 | 0 |
Long-term debt, Interest Rate | Fixed annual rate | |
Notes Payable to Bank | Taishin International Bank | April 24 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 217 | 0 |
Long-term debt, Interest Rate | Fixed annual rate | |
Notes Payable to Bank | Chang Hwa Bank | June-July 2026 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 518 | 0 |
Long-term debt, Interest Rate | 2-yr deposit rate floating plus 1.405% - 1.655% | |
Annual Rate Plus Cost of Capital | Notes Payable to Bank | Taishin International Bank | ||
Debt Instrument [Line Items] | ||
Long-term debt, Interest Rate | Annual rate plus cost of capital | |
Annual Rate Plus Cost of Capital | Notes Payable to Bank | Taishin International Bank | April 23 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 43 | 0 |
London Interbank Offered Rate (LIBOR) [Member] | Notes Payable to Bank | HSBC | January 25 | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 18,558 | $ 0 |
Long-term debt, Interest Rate | 1M Libor+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, 2022 | Dec. 31, 2021 |
Long-Term Debt, by Current and Noncurrent [Abstract] | ||
2023 | $ 1,693 | |
2024 | 21,892 | |
2025 | 124,150 | |
2026 | 530 | |
2027 | 431 | |
2029 and thereafter | 1,652 | |
Total long-term debt | $ 150,348 | $ 284,959 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease expense | $ 13,275 | $ 16,533 | $ 15,111 |
Finance lease expense: | |||
Amortization of assets | 17 | 221 | 836 |
Interest on lease liabilities | 1 | 1 | 14 |
Short-term lease expense | 975 | 954 | 525 |
Variable lease expense | 3,561 | 4,853 | 2,940 |
Total lease expense | $ 17,829 | $ 22,562 | $ 19,426 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating leases: | ||
Operating lease ROU assets | $ 43,907 | $ 49,703 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Current operating lease liabilities | $ 7,390 | $ 11,199 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities and Other Liabilities | Accrued Liabilities and Other Liabilities |
Noncurrent operating lease liabilities | $ 20,765 | $ 22,291 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Total operating lease liabilities | $ 28,155 | $ 33,490 |
Finance leases: | ||
Finance lease ROU assets | $ 2,618 | $ 2,561 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Accumulated amortization | $ (2,542) | $ (2,524) |
Finance lease ROU assets, net | 76 | 37 |
Current finance lease liabilities | $ 30 | $ 15 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities and Other Liabilities | Accrued Liabilities and Other Liabilities |
Non-current finance lease liabilities | $ 46 | $ 23 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Total finance lease liabilities | $ 76 | $ 38 |
Weighted average remaining lease term (in years): | ||
Operating leases | 8 years 2 months 12 days | 6 years 10 months 24 days |
Finance leases | 2 years 7 months 6 days | 2 years 3 months 18 days |
Weighted average discount rate: | ||
Operating leases | 4.20% | 4% |
Finance leases | 3.60% | 3.70% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for the amounts included in the measurements of lease liabilities: | |||
Operating cash outflows from operating leases | $ 17,788 | $ 24,040 | $ 15,943 |
Operating cash outflows from finance leases | 1 | 1 | 19 |
Financing cash outflow from finance leases | 69 | 291 | 919 |
ROU assets obtained in exchange for lease liabilities incurred: | |||
Operating leases | $ 8,384 | $ 13,038 | $ 6,339 |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Lease Liability Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating Leases, 2023 | $ 8,371 | |
Operating Leases, 2024 | 5,613 | |
Operating Leases, 2025 | 4,961 | |
Operating Leases, 2026 | 3,546 | |
Operating Leases, 2027 | 1,291 | |
Operating Leases, 2028 | 1,125 | |
Operating Leases, 2029 and thereafter | 9,373 | |
Operating Leases, Total lease payments | 34,280 | |
Operating Leases, Less: imputed interest | (6,125) | |
Total operating lease liabilities | 28,155 | $ 33,490 |
Operating Leases, Less: current obligations | (7,390) | (11,199) |
Noncurrent operating lease liabilities | 20,765 | 22,291 |
Finance Leases, 2023 | 32 | |
Finance Leases, 2024 | 28 | |
Finance Leases, 2025 | 18 | |
Finance Leases, 2026 | 1 | |
Finance Leases, 2027 | 0 | |
Finance Leases, 2028 | 0 | |
Finance Leases, 2029 and thereafter | 0 | |
Finance Leases, Total lease payments | 79 | |
Finance Leases, Less: imputed interest | (3) | |
Total finance lease liabilities | 76 | 38 |
Finance Leases, Less: current obligations | (30) | (15) |
Non-current finance lease liabilities | $ 46 | $ 23 |
Accrued Liabilities and Other C
Accrued Liabilities and Other Current Liabilities, and Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Accrued expenses | $ 66,192 | $ 55,480 |
Compensation and payroll taxes | 82,349 | 73,124 |
Equipment purchases | 30,486 | 24,257 |
Operating lease | 7,390 | 11,199 |
Finance lease | 30 | 15 |
Accrued pricing adjustments | 18,777 | 11,401 |
Accrued professional services | 2,825 | 3,189 |
Tax payable - non-income tax related | 3,034 | 2,273 |
Other | 3,350 | 3,711 |
Accrued Liabilities, Current, Total | 214,433 | 184,649 |
Liabilities, Noncurrent [Abstract] | ||
Accrued defined benefit plan | 12,134 | 19,606 |
Unrecognized tax benefits | 31,594 | 29,652 |
Operating lease | 20,765 | 22,291 |
Finance lease | 46 | 23 |
Deferred grants and subsidy | 9,967 | 14,139 |
Deferred compensation | 16,009 | 20,079 |
Tax contingencies | 8,787 | 8,787 |
Other | 13,188 | 8,356 |
Other long-term liabilities, Total | $ 112,490 | $ 122,933 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
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 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ 221,288 | $ 122,127 | $ 45,526 |
Foreign | 174,652 | 192,968 | 74,815 |
Income before income taxes and noncontrolling interest | 395,940 | 315,095 | 120,341 |
Current tax provision | |||
Federal | 46,368 | 15,691 | 631 |
Foreign | 37,598 | 25,489 | 17,115 |
State | 56 | (17) | 56 |
Current tax provision (benefit), Total | 84,022 | 41,163 | 17,802 |
Deferred tax provision (benefit) | |||
Federal | (6,486) | (1,116) | 6,411 |
Foreign | (25,537) | 31,222 | (6,210) |
State | (8) | 0 | 65 |
Deferred Income Tax Expense (Benefit), Total | (32,031) | 30,106 | 266 |
Liability for unrecognized tax benefits | 4,694 | 7,538 | 3,044 |
Total income tax provision | $ 56,685 | $ 78,807 | $ 21,112 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | ||||
Federal tax | $ 83,147 | $ 66,170 | $ 25,272 | |
State income taxes, net of federal tax provision | 33 | (474) | (378) | |
Foreign income taxed at different tax rates | (6,527) | (2,018) | 81 | |
U.S. tax impact of foreign operations | (7,369) | (17,375) | (3,031) | |
Foreign withholding taxes | (12,441) | 33,175 | (1,798) | |
Research and development | (5,865) | (6,310) | (4,210) | |
Liability for unrecognized tax benefits | 4,694 | 7,538 | 3,044 | |
Valuation allowance | (1,986) | (1,068) | 2,199 | |
Employee stock-based compensation | 1,784 | (812) | (660) | |
Other | 1,215 | (19) | 593 | |
Total income tax provision | $ 56,685 | $ 78,807 | $ 21,112 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | ||||
Income tax rate, Federal tax | [1] | 21% | 21% | 21% |
Income tax rate, State income taxes, net of federal tax provision | [1] | 0% | (0.20%) | (0.30%) |
Income tax rate, Foreign income taxed at different tax rates | [1] | (1.60%) | (0.60%) | 0.10% |
Income tax rate, U.S. tax impact of foreign operations | [1] | (1.90%) | (5.50%) | (2.50%) |
Income tax rate, Foreign withholding taxes | [1] | (3.10%) | 10.50% | (1.50%) |
Income tax rate, Research and development | [1] | (1.50%) | (2.00%) | (3.50%) |
Income tax rate, Liability for unrecognized tax benefits | [1] | 1.20% | 2.40% | 2.50% |
Income tax rate, Valuation allowance | [1] | (0.50%) | (0.30%) | 1.80% |
Income tax rate, Employee stock-based compensation | [1] | 0.40% | (0.30%) | (0.50%) |
Income tax rate, Other | [1] | 0.30% | 0.50% | |
Income tax rate, Total | [1] | 14.30% | 25% | 17.50% |
[1] * The sum of the amounts in the table may not equal to the effective tax rate due to rounding. |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning Balance | $ 43,378 | $ 42,466 | $ 35,652 |
Additions based on tax positions related to the current year | 10,022 | 9,244 | 7,495 |
Additions for prior year tax positions | 75 | 138 | 4,952 |
Reductions for prior year tax positions | (5,403) | (8,470) | (5,633) |
Ending Balance | $ 48,072 | $ 43,378 | $ 42,466 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
Aug. 16, 2022 | Aug. 09, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 | $ 48,072,000 | $ 43,378,000 | $ 42,466,000 | $ 35,652,000 | ||
Unrecognized tax benefits, if recognized, would affect the effective tax rate | $ 46,100,000 | |||||
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 the tax years 2015 and 2018. We are no longer subject to China income tax examinations by tax authorities for tax years before 2012. 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, 2022, 2021 and 2020. | |||||
Net deferred tax assets | $ 36,901,000 | 766,000 | ||||
Tax credit carryforward, valuation allowance | 9,000,000 | 9,000,000 | ||||
Percentage of investment tax credit | 25% | |||||
Corporate minimum tax percentage | 15% | |||||
Excise tax percentage | 1% | |||||
Operating loss carryforward [Abstract] | ||||||
Operating loss carryforwards, valuation allowance | 33,800,000 | 36,000,000 | ||||
Income taxes supplemental information [Abstract] | ||||||
Statutory accounting practices, retained earnings not available for dividends | 147,700,000 | |||||
Additional tax on undistributed foreign earnings | 49,000,000 | |||||
Tax holidays | $ 200,000 | $ 200,000 | $ 900,000 | |||
Tax holidays basic EPS | $ 0 | $ 0 | $ 0.02 | |||
Tax holidays diluted EPS | $ 0 | $ 0 | $ 0.02 | |||
China | ||||||
Income taxes supplemental information [Abstract] | ||||||
Deferred tax liabilities, undistributed foreign earnings | $ 476,400,000 | |||||
State and Local Jurisdiction | ||||||
Tax Credit Carryforward [Line Items] | ||||||
Tax credit carryforward, expiration dates | Jan. 01, 2021 | |||||
Operating loss carryforward [Abstract] | ||||||
Operating loss carryforwards | $ 1,200,000 | |||||
Operating loss carryforwards, expiration dates | Jan. 01, 2021 | |||||
Foreign Tax Authority | ||||||
Operating loss carryforward [Abstract] | ||||||
Operating loss carryforwards | $ 229,700,000 | |||||
Operating loss carryforwards, expiration dates | Jan. 01, 2021 | |||||
Income taxes supplemental information [Abstract] | ||||||
Deferred tax liabilities, undistributed foreign earnings | $ 1,000,000,000 | |||||
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] | ||||||
Net deferred tax assets | 22,400,000 | |||||
Deferred tax assets operating loss carryforwards | $ 14,500,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Inventory cost | $ 30,322 | $ 21,692 |
Accrued expenses and accounts receivable | 6,931 | 5,966 |
Research and development tax credits | 9,613 | 9,613 |
Net operating loss carryforwards | 52,599 | 42,068 |
Lease obligations | 3,845 | 2,050 |
Accrued pension | 2,500 | 3,878 |
Share based compensation and others | 20,088 | 14,809 |
Total deferred tax assets, include valuation allowance | 125,898 | 100,076 |
Valuation allowances | (42,405) | (45,232) |
Total deferred tax assets, non-current | 83,493 | 54,844 |
Deferred tax liabilities | ||
Plant, equipment and intangible assets | (6,595) | (1,330) |
Right of use assets | (3,883) | (1,975) |
Outside basis differences and others | (36,114) | (50,773) |
Total deferred tax liabilities, non-current | (46,592) | (54,078) |
Net deferred tax assets | $ 36,901 | $ 766 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) | 12 Months Ended | |||||
Dec. 31, 2022 USD ($) $ / £ | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 GBP (£) $ / £ | Mar. 31, 2022 USD ($) $ / £ | Mar. 31, 2022 GBP (£) $ / £ | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
GBP:USD exchange rate | $ / £ | 1 | 1 | 1 | 1 | ||
Underfunded pension and postretirement obligation, noncurrent | $ 7,500,000 | |||||
Accumulated comprehensive loss defined benefit plan | 41,296,000 | $ 40,600,000 | $ 48,418,000 | |||
Defined benefit plan recognized gain loss increase(decrease) | 1,700,000 | |||||
Other comprehensive income pension and other postretirement benefit plans, net unamortized gain arising during period, before tax | $ 52,400,000 | |||||
Defined benefit plan amortization of net gains losses average term | 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, 2022, resulting in a deficit of approximately GBP 20 million (approximately $26 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 annually with effect from January 1, 2023 to address the deficit revealed by the valuation (with the first payment made by December 31, 2023 through December 31, 2028. A final payment of GBP 1.5 million (approximately $1.95 million based on a GBP: USD rate of 1:1.3) will be made by 31st December 2029. These contributions, together with the assumed asset outperformance, are expected to eliminate the deficit by December 31, 2029. | |||||
Defined benefit plan, annual future benefit payments | $ 2,600,000 | £ 2,000,000 | ||||
Final payment of GBP | $ 1,950,000 | £ 1,500 | ||||
Unfunded liability of defined benefit plan, deficit | $ 26,000,000 | £ 20,000,000 | ||||
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 | $ 21,500,000 | $ 21,700,000 | $ 10,200,000 | |||
Deferred compensation plan assets | $ 12,051,000 | 15,483,000 | ||||
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, 2022 and December 31, 2021, these investments totaled approximately $12.1 million and $15.5 million, respectively. | |||||
Deferred compensation plan assets | $ 12,100,000 | 15,500,000 | ||||
Defined Benefit Plans Asia | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Net liability | $ 3,200,000 | $ 6,300,000 | ||||
Growth Assets | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined benefit plan, target allocation percentage of assets | 65% | 65% | ||||
Hedging assets | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined benefit plan, target allocation percentage of assets | 35% | 35% | ||||
TAIWAN, PROVINCE OF CHINA | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Employer matching contribution percentage | 6% | |||||
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% | |||||
China | Minimum | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Employer matching contribution percentage | 10% | |||||
United States | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Employee salary deferral contributions percentage | 100% | |||||
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% | |||||
Employer matching contribution percent of match | 3% | |||||
Pension Plan, Defined Benefit | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined benefit plans, general information | 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 | $ 41,100,000 |
Employee Benefit Plans - Net pe
Employee Benefit Plans - Net periodic benefit costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] | ||
Service cost | $ 245 | $ 275 |
Interest cost | 2,834 | 2,269 |
Recognized actuarial loss | $ 2,211 | $ 2,959 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, General and Administrative Expense | Selling, General and Administrative Expense |
Expected return on plan assets | $ (7,405) | $ (7,266) |
Prior service cost | 64 | 72 |
Net periodic benefit cost | $ (2,051) | $ (1,691) |
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, 2022 | Dec. 31, 2021 | |
Change in Benefit Obligation [Roll Forward] | ||
Service cost | $ 245 | $ 275 |
Interest cost | 2,834 | 2,269 |
Change in Plan Assets [Roll Forward] | ||
Fair value of plan assets - beginning | 91,307 | |
Fair value of plan assets - ending | 91,307 | |
Pension Plan, Defined Benefit | ||
Change in Benefit Obligation [Roll Forward] | ||
Benefit obligation - beginning | 166,764 | 175,292 |
Service cost | 245 | 275 |
Interest cost | 2,834 | 2,269 |
Actuarial (gain) loss | (48,234) | (4,893) |
Benefits paid | (4,710) | (4,451) |
settlements | (1,052) | |
Currency changes | (17,050) | (1,728) |
Benefit obligation - ending | 98,797 | 166,764 |
Change in Plan Assets [Roll Forward] | ||
Fair value of plan assets - beginning | 155,029 | 147,861 |
Employer contribution | 2,697 | 3,027 |
Actual return on plan assets | (44,637) | 10,314 |
Benefits paid | (4,710) | (4,451) |
Settlements | 1,230 | |
Currency changes | (15,842) | (1,722) |
Fair value of plan assets - ending | 91,307 | 155,029 |
Underfunded status | $ (7,490) | $ (11,735) |
Employee Benefit Plans - Sche_2
Employee Benefit Plans - Schedule of Assumptions Used (Details) - Pension Plan, Defined Benefit | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined benefit plan, Weighted average assumptions used in calculating net periodic benefit cost [Abstract] | ||
Discount rate | 4.70% | 1.90% |
Defined benefit plan, Weighted average assumptions used in calculating benefit obligation [Abstract] | ||
Discount rate | 4.70% | 1.90% |
Expected long-term return on plan assets | 6.10% | 5.30% |
Employee Benefit Plans - Expect
Employee Benefit Plans - Expected long-term return by asset category (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Growth assets | |
Expected Long Term Return [Abstract] | |
Expected long-term return | 7% |
Asset allocation [Abstract] | |
Asset allocation | 67% |
Hedging assets | |
Expected Long Term Return [Abstract] | |
Expected long-term return | 4.10% |
Asset allocation [Abstract] | |
Asset allocation | 30% |
Cash | |
Expected Long Term Return [Abstract] | |
Expected long-term return | 3.50% |
Asset allocation [Abstract] | |
Asset allocation | 3% |
Employee Benefit Plans - Expe_2
Employee Benefit Plans - Expected future benefit payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2023 | $ 5,225 |
2024 | 4,812 |
2025 | 5,116 |
2026 | 5,130 |
2027 | 5,299 |
2028-2032 | $ 28,338 |
Employee Benefit Plans - Plan A
Employee Benefit Plans - Plan Assets by major categories (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | $ 91,307 |
Level 1 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 18,483 |
Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 72,824 |
Cash and Cash Equivalents | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 18,483 |
Cash and Cash Equivalents | Level 1 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 18,483 |
Equity Securities, U.K. | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 665 |
Equity Securities, U.K. | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 665 |
Equity Securities, Overseas Equities | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 13,761 |
Equity Securities, Overseas Equities | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 13,761 |
Equity Securities, Emerging Markets | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 3,651 |
Equity Securities, Emerging Markets | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 3,651 |
Fixed Income Securities, Government Bonds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 5,841 |
Fixed Income Securities, Government Bonds | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 5,841 |
Fixed Income Securities, Non-Government Bonds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 4,773 |
Fixed Income Securities, Non-Government Bonds | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 4,773 |
Hedge Funds | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 10,636 |
Hedge Funds | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 10,636 |
Commodities | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 1,236 |
Commodities | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 1,236 |
Liability Driven Investments | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 26,993 |
Liability Driven Investments | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 26,993 |
Other | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | 5,268 |
Other | Level 2 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Fair Value of Plan Assets | $ 5,268 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 36,287 | $ 33,205 | $ 25,260 |
Cost of Goods Sold | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | 1,630 | 1,321 | 1,064 |
Selling, General and Administrative Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | 30,295 | 28,188 | 21,013 |
Research and Development Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 4,362 | $ 3,696 | $ 3,183 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 36,287 | $ 33,205 | $ 25,260 |
Stock Options | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | 36 | 73 | 0 |
Share Grants | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total share-based compensation expense | $ 36,251 | $ 33,132 | $ 25,260 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | $ 100,000 | $ 4,300,000 | $ 6,800,000 | |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 62,600,000 | |||
Share-based compensation arrangement by share-based payment award, award granted in period | 535,000 | 598,000 | 573,000 | |
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 2022 | ||||
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 2022 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 | 7,000,000 | |||
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 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Nonvested Share Grants (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of the status of non vested share grants [Roll Forward] | |||
Beginning balance nonvested | 1,402 | 1,588 | 1,697 |
Granted | 535 | 598 | 573 |
Vested | (614) | (750) | (770) |
Forfeited and other | (55) | (34) | 88 |
Ending balance nonvested | 1,269 | 1,402 | 1,588 |
Weighted-Average Grant-Date Fair Value [Roll Forward] | |||
Beginning balance nonvested | $ 54.94 | $ 39.30 | $ 31.71 |
Granted | 69.87 | 79.26 | 48.83 |
Vested | 45.96 | 33.39 | 27.78 |
Forfeited and other | 61.87 | 52.27 | 38.31 |
Ending balance nonvested | $ 65.29 | $ 54.94 | $ 39.30 |
Aggregate Intrinsic Value | |||
Vested | $ 46,633 | ||
Balance nonvested | $ 96,634 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Share Based Compensation Stock Options Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options, Shares: | ||
Outstanding Beginning Shares | 5 | 192 |
Exercised Shares | (5) | (187) |
Outstanding Ending Shares | 0 | 5 |
Weighted Average Exercise Price: | ||
Outstanding Beginning Weighted Average Exercise Price | $ 27.92 | $ 23.32 |
Exercised Weighted Average Exercise Price | $ 27.92 | 23.19 |
Outstanding Ending Weighted Average Exercise Price | $ 27.92 | |
Weighted Average Remaining Contractual Term: | ||
Outstanding Weighted Average Remaining Contractual Term | 4 months 24 days | |
Exercisable Weighted Average Remaining Contractual Term | 4 months 24 days | |
Aggregate Intrinsic Value : | ||
Outstanding Aggregate Intrinsic Value, beginning | $ 409 | $ 9,059 |
Exercised Aggregate Intrinsic Value | $ 409 | 10,631 |
Outstanding Aggregate Intrinsic Value, ending | $ 409 |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Stock Options Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
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 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Keylink | |
Related Party Transaction [Line Items] | |
Related Party ownership of common stock | 5% |
Related Party Transaction, Description of Transaction | Keylink is a 5% joint venture partner in our Shanghai assembly and test facilities. |
Nuvoton | |
Related Party Transaction [Line Items] | |
Agreement to purchase with related party | $ 35.3 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Net Sales and Purchases of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Keylink | |||
Related Party Transaction [Line Items] | |||
Net sales from related parties | $ 19,998 | $ 19,689 | $ 19,757 |
Purchases from related parties | 1,949 | 2,015 | 1,538 |
Plating, rental and consulting expense | 18,176 | 17,922 | 14,647 |
Nuvoton | |||
Related Party Transaction [Line Items] | |||
Net sales from related parties | 149 | 65 | 10 |
Purchases from related parties | 15,068 | 9,764 | 8,418 |
JCP | |||
Related Party Transaction [Line Items] | |||
Purchases from related parties | 581 | 1,240 | 1,095 |
LSE, its Subsidiaries and Affiliates | |||
Related Party Transaction [Line Items] | |||
Net sales from related parties | 0 | 0 | 518 |
Purchases from related parties | $ 0 | $ 0 | $ 12,062 |
Related Party Transactions - _2
Related Party Transactions - Schedule of Account Receivable and Payable of Related Party Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Keylink | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 40,510 | $ 39,530 |
Accounts payable | 33,733 | 36,090 |
Nuvoton | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | 30 | 0 |
Accounts payable | 2,859 | 2,014 |
JCP | ||
Related Party Transaction [Line Items] | ||
Accounts payable | $ 133 | $ 235 |
Segment Information, Revenue _3
Segment Information, Revenue and Enterprise-Wide Disclosures - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Customer | Dec. 31, 2021 USD ($) Customer | Dec. 31, 2020 USD ($) Customer | |
Entity Wide Revenue Major Customer [Line Items] | |||
Number of customer did not account for 10% or more of net sales | 0 | 0 | |
Net sales | $ | $ 2,000,580 | $ 1,805,162 | $ 1,229,215 |
Number of customer did not account for 10% or greater of outstanding accounts receivable | 0 | 0 | |
China | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net sales | $ | $ 941,300 | $ 938,100 | $ 649,900 |
Geographic Concentration Risk | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Number of customer accounted for 10% or more of revenue | 1 | ||
Accounts receivable [Member] | Sales revenue net [Member] | Geographic Concentration Risk | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Concentration risk percentage | 10% | 10% | 10% |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 2,000,580 | $ 1,805,162 | $ 1,229,215 |
Property, plant and equipment, net | 736,730 | 582,079 | 530,815 |
Total assets | 2,288,312 | 2,194,495 | 1,979,457 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 3,612,008 | 3,326,126 | 2,429,149 |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Net sales | (1,611,428) | (1,520,964) | (1,199,934) |
Asia | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,122,225 | 1,209,482 | 833,794 |
Property, plant and equipment, net | 529,365 | 456,109 | 421,185 |
Total assets | 1,599,805 | 1,547,518 | 1,522,835 |
Asia | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,891,855 | 1,939,540 | 1,399,517 |
Asia | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Net sales | (769,630) | (730,058) | (565,723) |
Americas | |||
Segment Reporting Information [Line Items] | |||
Net sales | 638,351 | 429,798 | 276,020 |
Property, plant and equipment, net | 95,584 | 22,943 | 24,726 |
Total assets | 440,014 | 415,133 | 229,610 |
Americas | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 1,361,223 | 1,108,460 | 807,405 |
Americas | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Net sales | (722,872) | (678,662) | (531,385) |
Europe | |||
Segment Reporting Information [Line Items] | |||
Net sales | 240,004 | 165,882 | 119,401 |
Property, plant and equipment, net | 111,781 | 103,026 | 84,904 |
Total assets | 248,493 | 231,844 | 227,012 |
Europe | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 358,930 | 278,126 | 222,227 |
Europe | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ (118,926) | $ (112,244) | $ (102,826) |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Revenue Reconciling Item [Line Items] | |||
Total net sales | $ 2,000,580 | $ 1,805,162 | $ 1,229,215 |
Direct Sales | |||
Segment Reporting Revenue Reconciling Item [Line Items] | |||
Total net sales | 590,173 | 607,645 | 419,024 |
Distributor Sales | |||
Segment Reporting Revenue Reconciling Item [Line Items] | |||
Total net sales | 1,410,407 | 1,197,517 | 810,191 |
Asia | |||
Segment Reporting Revenue Reconciling Item [Line Items] | |||
Total net sales | 1,480,191 | 1,439,545 | 961,376 |
Europe | |||
Segment Reporting Revenue Reconciling Item [Line Items] | |||
Total net sales | 283,900 | 220,772 | 171,985 |
Americas | |||
Segment Reporting Revenue Reconciling Item [Line Items] | |||
Total net sales | $ 236,489 | $ 144,845 | $ 95,854 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Land Right Leases (Details) | 12 Months Ended | |
Dec. 31, 2022 | ||
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, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Commitments | $ 85.6 |
Long-term purchase commitment, Amount | $ 147.7 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative [Line Items] | ||
Objectives for using derivative instruments | The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps, including interest rate collars, as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company makes use of cross currency swaps to decrease the foreign exchange risk inherent in the Company’s investment in some of its foreign subsidiaries. | |
Net derivative losses will be reclassified from AOCI into net income | $ 0 | |
Posted collateral related to agreements | 0 | $ 0 |
Foreign Currency Forward Contracts | ||
Derivative [Line Items] | ||
Fair value of foreign currency derivative instruments not designated as hedging | $ 183,100,000 | $ 195,200 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Information Related to Number of Instruments and Notional Amounts of Cross Currency Swaps (Details) - Cross Currency Swaps - Designated as Hedging Instrument $ in Thousands | Dec. 31, 2022 USD ($) DerivativeInstruments | Dec. 31, 2021 USD ($) DerivativeInstruments |
Derivative [Line Items] | ||
Number of Instruments | DerivativeInstruments | 2 | 2 |
Notional Amount | $ | $ 160,000 | $ 160,000 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Summary of Fair Value of Interest Rate Related Derivative Financial Instruments and Their Classification on Consolidated Balance Sheets (Details) - Currency Swap - Designated as Hedging Instrument - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Fair value of derivative instruments, asset derivatives | $ 1,427 | $ 0 |
Fair value of derivative instruments, liability derivatives | $ 6,314 | $ 1,330 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Summary of Effect of Derivative Financial Instruments on Consolidated Statements of Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments Gain Loss [Line Items] | |||
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest and Dividend Income, Securities, Operating, Other | Interest and Dividend Income, Securities, Operating, Other | |
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) | |
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) | |
Designated as Hedging Instrument | Cross Currency Swaps | |||
Derivative Instruments Gain Loss [Line Items] | |||
Amount of Gain or (Loss) Recognized in OCI on Derivative | $ 5,383 | 989 | $ (2,305) |
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) | $ 2,308 | $ 2,469 |
Equity Investments - Additional
Equity Investments - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Investments, Debt and Equity Securities [Abstract] | |
Upward fair value adjustments | $ 3.9 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Additional Information (Details) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||
Jun. 03, 2022 USD ($) | Nov. 30, 2020 USD ($) $ / shares shares | Feb. 05, 2020 USD ($) Tranche | Dec. 31, 2021 USD ($) | Jul. 31, 2021 USD ($) shares | Nov. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Feb. 28, 2023 USD ($) | Oct. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Aug. 31, 2021 USD ($) | Mar. 04, 2020 USD ($) | |
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition percentage of increases in investment | 10% | |||||||||||||
Net sales | $ 2,000,580,000 | $ 1,805,162,000 | $ 1,229,215,000 | |||||||||||
Net income attributable to common stockholders | 331,283,000 | 228,763,000 | 98,088,000 | |||||||||||
Additional interest expense included in unaudited proforma consolidated results | 8,320,000 | 7,491,000 | 11,662,000 | |||||||||||
Reduction income tax expense benefit included in unaudited proforma consolidated results | 56,685,000 | 78,807,000 | $ 21,112,000 | |||||||||||
Joint Venture Agreement | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Investment in joint venture | $ 5,400,000 | $ 5,400,000 | ||||||||||||
Equity Method Investment, Ownership Percentage | 60% | |||||||||||||
Fabless Wafer Design Company | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payments for convertible promissory note | $ 5,000,000 | |||||||||||||
Investments | $ 10,000,000 | |||||||||||||
Interest rate | 3% | |||||||||||||
Promissory note convertible into additional preferred stock due period | 2026-07 | |||||||||||||
Fabless Wafer Design Company | Forecast | Joint Venture Agreement | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Investment in joint venture | $ 17,900,000 | |||||||||||||
South Portland Maine [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Total consideration paid | $ 80,400,000 | |||||||||||||
South Portland Maine [Member] | Selling, General and Administrative | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquisition costs | $ 500,000 | |||||||||||||
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% | |||||||||||||
Business combination separately recognized transactions, gain or loss on settlement of accounts receivables | $ 0 | |||||||||||||
Percentage of shares acquired by subsidiary in acquiree | 100% | |||||||||||||
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 | |||||||||||||
Adjustments to income tax payable fair value 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 | |||||||||||||
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. LSC has been conformed to Diodes’ reporting calendar. | |||||||||||||
Adjustments in reduction to amortization included in unaudited proforma consolidated results | $ 5,500,000 | |||||||||||||
Adjustments in removal of sales included in unaudited proforma consolidated results | 12,400,000 | |||||||||||||
Adjustments in cost of goods sold included in unaudited proforma consolidated results | $ 7,900,000 | |||||||||||||
Adjustments in sales removal profit percentage included in unaudited proforma consolidated results | 15% | |||||||||||||
Adjustments in sales removal profit amount included in unaudited proforma consolidated results | $ 13,100,000 | |||||||||||||
Adjustments in removal of transaction costs included in unaudited proforma consolidated results | 2,400,000 | |||||||||||||
Adjustments in removal of impairment charges included in unaudited proforma consolidated results | 6,300,000 | |||||||||||||
Additional interest expense included in unaudited proforma consolidated results | 6,000,000 | |||||||||||||
Reduction income tax expense benefit included in unaudited proforma consolidated results | $ 18,600,000 | |||||||||||||
Total consideration paid | $ 453,400,000 | |||||||||||||
Savitech Corporation (“Savitech”) | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, date of acquisition agreement | Feb. 05, 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% | 53% | ||||||||||||
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 | 41,500,000 | ||||||||||||
Cash consideration | 15,200,000 | $ 15,200,000 | ||||||||||||
Working capital adjustments | 23,300,000 | |||||||||||||
Equity value | 3,100,000 | |||||||||||||
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 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Summary of Fair Value of Assets and Liabilities Related to Acquisition Recorded in Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | 11 Months Ended | ||||||
Nov. 30, 2021 | Dec. 31, 2022 | Jun. 03, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Mar. 04, 2020 | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 144,757 | $ 149,890 | $ 158,331 | ||||
South Portland Maine | |||||||
Business Acquisition [Line Items] | |||||||
Inventories | $ 1,257 | ||||||
Prepaid expenses and other | 257 | ||||||
Property, plant and equipment | 77,825 | ||||||
Goodwill | 1,069 | ||||||
Net assets acquired | $ 80,408 | ||||||
Lite On Semiconductor | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 131,046 | $ 131,046 | |||||
Accounts receivable | 44,896 | 44,896 | |||||
Inventories | 54,996 | 55,710 | |||||
Adjustments to inventory fair value due to measurement period adjustments | (714) | ||||||
Prepaid expenses and other | 11,447 | 11,447 | |||||
Property, plant and equipment | 72,760 | 67,952 | |||||
Adjustments to property, plant, and equipment fair value due to measurement period adjustments | 4,808 | ||||||
Deferred income tax | 14,320 | 15,732 | |||||
Adjustments to deferred income tax fair value due to measurement period adjustments | (1,412) | ||||||
Other long-term assets | 26,037 | 26,037 | |||||
Total assets acquired | 355,502 | 352,820 | |||||
Adjustments to assets fair value due to measurement period adjustments | 2,682 | ||||||
Line of credit | 88,508 | 88,508 | |||||
Accounts payable | 35,245 | 35,245 | |||||
Accrued liabilities and other | 34,695 | 48,992 | |||||
Adjustments to accrued liabilities and other fair value due to measurement period adjustments | (14,297) | ||||||
Income tax payable | 16,999 | 6,264 | |||||
Adjustments to income tax payable fair value due to measurement period adjustments | 10,735 | ||||||
Deferred tax liabilities | 15,185 | 8,941 | |||||
Adjustments to deferred tax liabilities fair value due to measurement period adjustments | 6,244 | ||||||
Other long-term liabilities | 10,783 | 10,783 | |||||
Total liabilities assumed | 201,415 | 198,733 | |||||
Adjustments to liabilities fair value due to measurement period adjustments | 2,682 | ||||||
Non-controlling interest | 54 | 54 | |||||
Net assets acquired | $ 154,033 | $ 154,033 | |||||
Savitech Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 6,200 | ||||||
Prepaid expenses and other | 700 | ||||||
Goodwill | 13,900 | ||||||
Intangible assets, net | 6,100 | ||||||
Other long-term assets | 400 | ||||||
Accrued liabilities and other | 10,200 | ||||||
Non-controlling interest | $ 11,800 |
Acquisitions and Divestitures_3
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 | Dec. 31, 2021 USD ($) |
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_4
Acquisitions and Divestitures - Summary of Business Acquisition, Purchase Price (Details) - Lite On Semiconductor $ in Millions | Nov. 30, 2020 USD ($) |
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_5
Acquisitions and Divestitures - Business Acquisition Unaudited Pro Forma Information (Details) - Lite On Semiconductor $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) $ / shares | |
Business Acquisition [Line Items] | |
Net revenues | $ 1,421,494 |
Net income | 95,908 |
Net income attributable to common stockholders | $ 96,517 |
Earnings per share - basic | $ / shares | $ 2.23 |
Earnings per share - diluted | $ / shares | $ 2.18 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | |||
Feb. 28, 2023 | Jul. 31, 2021 | Oct. 31, 2021 | Aug. 31, 2021 | |
Fabless Wafer Design Company | ||||
Subsequent Event [Line Items] | ||||
Payments for convertible promissory note | $ 5 | |||
Fabless Wafer Design Company | Preferred Stock | ||||
Subsequent Event [Line Items] | ||||
Business acquisition, shares acquired | 10 | |||
Joint Venture Agreement | ||||
Subsequent Event [Line Items] | ||||
Business acquisition, Investment in joint venture | $ 5.4 | $ 5.4 | ||
Forecast | Joint Venture Agreement | Fabless Wafer Design Company | ||||
Subsequent Event [Line Items] | ||||
Business acquisition, Investment in joint venture | $ 17.9 | |||
Subsequent Event | Fabless Wafer Design Company | ||||
Subsequent Event [Line Items] | ||||
Payments for convertible promissory note | $ 4 | |||
Subsequent Event | Fabless Wafer Design Company | Preferred Stock | ||||
Subsequent Event [Line Items] | ||||
Business acquisition, shares acquired | 13.9 |