Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 31, 2019 | |
Document And Entity Information [Abstract] | ||
Document type | 10-Q | |
Document period end date | Jun. 30, 2019 | |
Amendment flag | false | |
Entity registrant name | DIODES INC /DEL/ | |
Entity central index key | 0000029002 | |
Current fiscal year end date | --12-31 | |
Entity filer category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity common stock shares outstanding | 50,996,162 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | DIOD | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 002-25577 | |
Entity Tax Identification Number | 95-2039518 | |
Entity Address, Address Line One | 4949 Hedgcoxe Road | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Plano | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75024 | |
City Area Code | 972 | |
Local Phone Number | 987-3900 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 235,352 | $ 241,053 |
Short-term investments | 6,604 | 7,499 |
Accounts receivable, net of allowances of $4,230 and $4,102 at June 30, 2019 and December 31, 2018, respectively | 240,056 | 228,405 |
Inventories | 222,969 | 215,435 |
Assets held for sale | 4,947 | |
Prepaid expenses and other | 46,726 | 42,446 |
Total current assets | 756,654 | 734,838 |
Property, plant and equipment, net | 470,690 | 446,835 |
Deferred income tax | 28,751 | 31,652 |
Goodwill | 138,772 | 132,437 |
Intangible assets, net | 130,035 | 137,935 |
Other | 89,257 | 42,674 |
Total assets | 1,614,159 | 1,526,371 |
Current liabilities: | ||
Line of credit | 15,454 | 10,254 |
Accounts payable | 110,521 | 117,808 |
Accrued liabilities and other | 102,679 | 82,605 |
Income tax payable | 16,769 | 15,744 |
Current portion of long-term debt | 29,988 | 27,613 |
Total current liabilities | 275,411 | 254,024 |
Long-term debt, net of current portion | 141,919 | 186,143 |
Deferred tax liabilities | 19,048 | 17,993 |
Other long-term liabilities | 126,629 | 90,779 |
Total liabilities | 563,007 | 548,939 |
Commitments and contingencies (See Note 8) | ||
Stockholders' equity | ||
Preferred stock - par value $1.00 per share; 1,000,000 shares authorized; no shares issued or outstanding | ||
Common stock - par value $0.66 2/3 per share; 70,000,000 shares authorized; 50,744,888 and 50,221,035, issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 34,803 | 34,454 |
Additional paid-in capital | 414,451 | 399,915 |
Retained earnings | 704,708 | 636,708 |
Treasury stock, at cost, 1,457,206 shares held at June 30, 2019 and December 31, 2018 | (37,768) | (37,768) |
Accumulated other comprehensive loss | (112,225) | (101,846) |
Total stockholders' equity | 1,003,969 | 931,463 |
Noncontrolling interest | 47,183 | 45,969 |
Total equity | 1,051,152 | 977,432 |
Total liabilities and stockholders' equity | $ 1,614,159 | $ 1,526,371 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 4,230 | $ 4,102 |
Preferred stock par value | $ 1 | $ 1 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par value | $ 0.666 | $ 0.666 |
Common stock shares authorized | 70,000,000 | 70,000,000 |
Common stock shares issued | 50,744,888 | 50,221,035 |
Common stock shares outstanding | 50,744,888 | 50,221,035 |
Treasury stock, shares | 1,457,206 | 1,457,206 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Net sales | $ 322,006 | $ 304,085 | $ 624,299 | $ 578,597 |
Cost of goods sold | 200,018 | 196,817 | 389,900 | 372,734 |
Gross profit | 121,988 | 107,268 | 234,399 | 205,863 |
Operating expenses | ||||
Selling, general and administrative | 47,333 | 42,153 | 91,021 | 89,303 |
Research and development | 21,707 | 22,050 | 43,877 | 42,250 |
Amortization of acquisition related intangible assets | 4,536 | 4,678 | 9,020 | 9,445 |
Other operating (income) expense | (104) | 543 | (158) | 81 |
Total operating expense | 73,472 | 69,424 | 143,760 | 141,079 |
Income from operations | 48,516 | 37,844 | 90,639 | 64,784 |
Other income (expense) | ||||
Interest income | 633 | 443 | 1,508 | 957 |
Interest expense | (2,011) | (2,544) | (4,156) | (5,301) |
Foreign currency (loss) gain, net | (496) | 300 | (560) | (2,729) |
Other income | 1,235 | 377 | 2,480 | 5,012 |
Total other expense | (639) | (1,424) | (728) | (2,061) |
Income before income taxes and noncontrolling interest | 47,877 | 36,420 | 89,911 | 62,723 |
Income tax provision | 11,174 | 10,753 | 21,472 | 18,536 |
Net income | 36,703 | 25,667 | 68,439 | 44,187 |
Less net (income) attributable to noncontrolling interest | (419) | (599) | (439) | (593) |
Net income attributable to common stockholders | $ 36,284 | $ 25,068 | $ 68,000 | $ 43,594 |
Earnings per share attributable to common stockholders: | ||||
Basic | $ 0.72 | $ 0.50 | $ 1.35 | $ 0.88 |
Diluted | $ 0.70 | $ 0.49 | $ 1.32 | $ 0.86 |
Number of shares used in earnings per share computation: | ||||
Basic | 50,658 | 49,680 | 50,529 | 49,509 |
Diluted | 51,620 | 50,792 | 51,566 | 50,727 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | ||||
Net income | $ 36,703 | $ 25,667 | $ 68,439 | $ 44,187 |
Unrealized gain (loss) on defined benefit plan, net of tax | 1,020 | 7,266 | (5,009) | 7,701 |
Unrealized (loss) gain on swaps and collars, net of tax | 503 | 927 | (3,406) | 3,275 |
Unrealized foreign currency loss, net of tax | (6,900) | (24,985) | (1,964) | (9,130) |
Comprehensive income | 31,326 | 8,875 | 58,060 | 46,033 |
Less: Comprehensive income attributable to noncontrolling interest | (419) | (599) | (439) | (593) |
Total comprehensive income attributable to common stockholders | $ 30,907 | $ 8,276 | $ 57,621 | $ 45,440 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Diodes Incorporated Stockholders' Equity | Noncontrolling Interest |
BALANCE at Dec. 31, 2017 | $ 873,918 | $ 33,727 | $ (37,768) | $ 386,338 | $ 532,687 | $ (83,480) | $ 831,504 | $ 42,414 |
Common stock shares beginning at Dec. 31, 2017 | 50,587,000 | (1,457,000) | ||||||
Total comprehensive income | 46,033 | 43,593 | 1,847 | 45,440 | 593 | |||
Dividends to noncontrolling interest | (2,607) | (2,607) | ||||||
Common stock issued for share-based plans | 3,009 | $ 477 | 2,532 | 3,009 | ||||
Common stock issued for share-based plans, shares | 716,000 | |||||||
Share-based compensation | 11,079 | 11,079 | 11,079 | |||||
Tax related to net share settlement | (8,617) | (8,617) | (8,617) | |||||
BALANCE at Jun. 30, 2018 | 922,815 | $ 34,204 | $ (37,768) | 391,332 | 576,280 | (81,633) | 882,415 | 40,400 |
Common stock shares ending at Jun. 30, 2018 | 51,303,000 | (1,457,000) | ||||||
BALANCE at Dec. 31, 2018 | $ 977,432 | $ 34,454 | $ (37,768) | 399,915 | 636,708 | (101,846) | 931,463 | 45,969 |
Common stock shares beginning at Dec. 31, 2018 | 50,221,035 | 51,678,000 | (1,457,000) | |||||
Total comprehensive income | $ 58,060 | 68,000 | (10,379) | 57,621 | 439 | |||
Noncontrolling interests | 3,343 | 3,343 | ||||||
Dividends to noncontrolling interest | (2,568) | (2,568) | ||||||
Common stock issued for share-based plans | 6,705 | $ 349 | 6,356 | 6,705 | ||||
Common stock issued for share-based plans, shares | 524,000 | |||||||
Share-based compensation | 9,775 | 9,775 | 9,775 | |||||
Tax related to net share settlement | (1,595) | (1,595) | (1,595) | |||||
BALANCE at Jun. 30, 2019 | $ 1,051,152 | $ 34,803 | $ (37,768) | $ 414,451 | $ 704,708 | $ (112,225) | $ 1,003,969 | $ 47,183 |
Common stock shares ending at Jun. 30, 2019 | 50,744,888 | 52,202,000 | (1,457,000) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities | ||
Net cash flows provided by operating activities | $ 110,488 | $ 88,381 |
Cash flows from investing activities | ||
Acquisitions, net of cash received | (33,029) | |
Purchases of property, plant and equipment | (50,698) | (52,990) |
Purchases of short-term investments | (9,000) | (10,171) |
Proceeds from maturity of short-term investments | 9,843 | 7,289 |
Other | 367 | 2,245 |
Net cash and cash equivalents used in investing activities | (82,517) | (53,627) |
Cash flows from financing activities | ||
Advances on lines of credit and short-term debt | 6,769 | 3,414 |
Repayments of line of credit and short-term debt | (1,461) | |
Taxes paid related to net share settlement | (1,595) | (8,617) |
Proceeds from long-term debt | 161,237 | 189,656 |
Repayments of long-term debt | (203,385) | (272,170) |
Net proceeds from issuance of common stock | 6,706 | 3,009 |
Repayment of and proceeds from finance lease obligation | (588) | 1,775 |
Dividend distribution to noncontrolling interests | (1,180) | (1,151) |
Other | 542 | 654 |
Net cash and cash equivalents used in financing activities | (32,955) | (83,430) |
Effect of exchange rate changes on cash and cash equivalents | (35) | (2,753) |
Change in cash and cash equivalents, including restricted cash | (5,019) | (51,429) |
Cash and cash equivalents, beginning of period, including restricted cash | 241,833 | 205,202 |
Cash and cash equivalents, end of period, including restricted cash | 236,814 | 153,773 |
Supplemental Cash Flow Information | ||
Interest paid during the period | 4,107 | 5,334 |
Taxes paid during the period | 23,199 | 16,643 |
Non-cash investing and financing activities: | ||
(Increase) decrease in accounts payable related to the purchase of property, plant and equipment | (2,038) | 5,452 |
Noncontrolling Interest | ||
Non-cash investing and financing activities: | ||
Increase in dividend accrued for noncontrolling interest | $ (1,400) | $ (1,427) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 235,352 | $ 152,403 |
Restricted cash (included in other current assets) | 1,462 | 1,370 |
Total cash, cash equivalents and restricted cash | $ 236,814 | $ 153,773 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates | 6 Months Ended |
Jun. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations, Basis of Presentation, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates | NOTE 1 – Nature of Operations, Basis of Presentation, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates Nature of Operations Diodes Incorporated, together with its subsidiaries (collectively, the “Company,” “we” or “our”) (Nasdaq: DIOD), is a leading global manufacturer and supplier of high-quality, application-specific standard products within the broad discrete, logic, analog and mixed-signal semiconductor markets. We serve the consumer electronics, computing, communications, industrial, and automotive markets. Our products include diodes, rectifiers, transistors, MOSFETs, protection devices, function-specific arrays, single gate logic, amplifiers and comparators, Hall-effect and temperature sensors, power management devices, including LED drivers, AC-DC converters and controllers, DC-DC switching and linear voltage regulators, and voltage references along with special function devices, such as USB power switches, load switches, voltage supervisors, and motor controllers. We also have timing, connectivity, switching, and signal integrity solutions for high-speed signals. Our corporate headquarters and Americas’ sales offices are located in Plano, Texas and Milpitas, California. Design, marketing, and engineering centers are located in Plano; Milpitas; Taipei, Taoyuan City and Zhubei City, Taiwan; Oldham, England; and Neuhaus, Germany. Our wafer fabrication facilities are located in Oldham and Shanghai, China and Greenock, Scotland. We have assembly and test facilities located in Shanghai, Jinan and Chengdu, China, as well as in Hong Kong, Neuhaus and Taipei. Additional engineering, research and development, sales, warehouse, and logistics offices are located in Taipei; Hong Kong; Oldham; Shanghai; Shenzhen and Yangzhou, China; Seongnam-si, South Korea; Munich, Germany; and Tokyo, Japan, with support offices throughout the world. Basis of Presentation The condensed consolidated financial data at December 31, 2018 is derived from audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”) on February 21, 2019 (“Form 10-K”). The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. They do not include all information and footnotes necessary for a fair presentation of financial position, operating results and cash flows in conformity with GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in our Form 10-K. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation of the operating results for the period presented have been included in the interim period. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for other interim periods or the year ending December 31, 2019. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. As permitted under GAAP, interim accounting for certain expenses, including income taxes, are based on full year forecasts. For interim financial reporting purposes, income taxes are recorded based upon estimated annual effective income tax rates taking into consideration discrete items occurring in a quarter. Dollar amounts and share amounts are presented in thousands, except per share amounts, unless otherwise noted. Certain prior year’s balances may have been reclassified to conform to the current financial statement presentation. Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued the following Accounting Standards Updates (“ASU”) which could have potential impact on the Company’s financial statements: Recen tly Adopted Standards ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) – In February 2016, the FASB issued ASU 2016-02, which amends the accounting treatment for leases and requires, among other things, lessees to recognize a right-of-use (“ROU”) asset and lease liability for most lease arrangements. The amendments were effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted ASU 2016-02 on January 1, 2019, using the modified retrospective transition approach, under which financial results reported in periods prior to 2018 are unchanged. We elected the following allowed practical expedients as permitted under the transition guidance within the new standard: • Not record leases with an initial term of 12 months on the balance sheet; • Not separate non-lease components of leases from the lease components; and • Not reassess (1) the definition of a lease, (2) lease classification, and (3) initial direct costs for existing leases during transition. Upon adoption of ASU 2016-02, the Company recorded ROU assets of $68.3 million, including land-use rights of $17.1 million previously recorded in other assets and $2.5 million previously recorded in property, plant and equipment and ROU liabilities of $50.4 million. For additional information related to the Company’s leases, see Note 10. ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07") - In June 2018, the FASB issued ASU 2018-07, which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 was effective for the Company on January 1, 2019. The adoption of this standard did not have a material effect on our condensed consolidated financial statements or disclosures. ASU No. 2017-12 - Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”) -In August 2017, the FASB issued ASU No. 2017-12 to better align hedge accounting with risk management strategies, and as a result, more hedging strategies will be eligible for hedge accounting. Public business entities will have until the end of the first quarter in which a hedge is designated to perform an initial assessment of a hedge’s effectiveness. After initial qualification, the new guidance permits a qualitative effectiveness assessment for certain hedges instead of a quantitative test if the company can reasonably support an expectation of high effectiveness throughout the term of the hedge. An initial quantitative test to establish that the hedge relationship is highly effective is still required. The amendments are effective for fiscal years beginning after December 15, 2018, and the Company adopted the new standard January 1, 2019. The new standard had no impact on the Company’s financial statements. On January 1, 2019, the Company adopted ASU No. 2018-16, “Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes”. The amendments in this ASU permit the use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under ASC 815, in addition to the currently permissible benchmark interest rates. This ASU provides the Company the ability to utilize the OIS rate based on SOFR as the benchmark interest rate on certain hedges of interest rate risk. The new standard had no impact on the Company’s financial statements. Standards Effective in Future Years The FASB has issued the following relevant standards, effective in future years, which are not expected to have a material impact on our consolidated condensed financial statements: Standard No. Standard Name Standard Effective Date 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement January 1, 2020 2018-14 Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans January 1, 2020 In April 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, that clarifies and improves areas of guidance related to the recently issued standards on credit losses (ASU 2016-13), hedging (ASU 2017-12), and recognition and measurement of financial instruments (ASU 2016-01). The amendments generally have the same effective dates as their related standards. If already adopted, the amendments of ASU 2016-01 and ASU 2016-13 are effective for fiscal years beginning after December 15, 2019 and the amendments of ASU 2017-12 are effective as of the beginning of t he Company’s next annual reporting period; early adoption is permitted. The Company is currently evaluating the impact this change will have on its consolidated financial statements and disclosures. All other issued and not yet effective accounting standards are not expected to be relevant to the Company. Updates to Accounting Policies and Estimates Leases The Company determines if an arrangement is a lease at inception. ROU assets are included in Other assets in the Company’s condensed consolidated balance sheets. Current ROU liabilities are included in Accrued liabilities and other and long-term ROU liabilities are included in Other long-term liabilities, in our condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. To determine the present value of the lease payments, we estimate our incremental borrowing rate based on information available at the lease commencement date. The Company’s lease term includes options to extend the lease when it is reasonably certain that it will exercise that option. Leases with a term of 12 months or less are not recorded on the balance sheet. Our leases typically do not contain any residual value guarantees. For real estate, we account for the lease and non-lease components as a single lease component. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 2 – Earnings per Share Earnings per share (“EPS”) is calculated by dividing net income attributable to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period. Diluted EPS is calculated similarly but includes potential dilution from the exercise of stock options and stock awards, except when the effect would be anti-dilutive. During the three and six months ended June 30, 2019 and 2018 we paid no dividends on our Common Stock. The table below sets forth the reconciliation between net income and the weighted average shares outstanding used for calculating basic and diluted EPS: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Earnings (numerator) Net income attributable to common stockholders $ 36,284 $ 25,068 $ 68,000 $ 43,594 Shares (denominator) Weighted average common shares outstanding (basic) 50,658 49,680 50,529 49,509 Dilutive effect of stock options and stock awards outstanding 962 1,112 1,037 1,218 Adjusted weighted average common shares outstanding (diluted) 51,620 50,792 51,566 50,727 Earnings per share attributable to common stockholders Basic $ 0.72 $ 0.50 $ 1.35 $ 0.88 Diluted $ 0.70 $ 0.49 $ 1.32 $ 0.86 Stock options and stock awards excluded from EPS calculation because the effect would be anti-dilutive 131 24 95 13 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 3 – Inventories The table below sets forth inventories which are stated at the lower of cost or net realizable value: June 30, 2019 December 31, 2018 Finished goods $ 56,939 $ 59,244 Work-in-progress 67,352 59,166 Raw materials 98,678 97,025 Total $ 222,969 $ 215,435 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 4 – Goodwill and Intangible Assets The table below sets forth the changes in goodwill : Balance at December 31, 2018 $ 132,437 Acquisitions: Wafer fabrication facility in Greenock, Scotland (a) 931 Canyon investment (b) 1,443 ERIS investment in Yea-Shin (c) 4,320 Foreign currency translation adjustment (359 ) Balance at June 30, 2019 $ 138,772 The increase in goodwill is related to: (a) The Company’s acquisition accounting for the purchase of a wafer fabrication facility in Greenock, Scotland, (“GFAB”). (See Note 13 for additional information). (b) The acquisition accounting for the Company’s investment of $3.4 million in Canyon Semiconductor. This investment brings our ownership of Canyon to 51%. During the second quarter of 2019, as a measurement period adjustment, we reduced the amount of goodwill approximately $1.1 million. This reduction in goodwill was related to finalization of the non-controlling interest value. The acquisition accounting is not final as deferred taxes are being finalized. We expect the acquisition accounting to be finalized in the third quarter of 2019. (c) The acquisition accounting related to Eris’ investment of approximately $6.4 million in Yea-Shin Technology Corporation. During the second quarter of 2019, as a measurement period adjustment, we increased goodwill approximately $4.3 million, related to finalization of deferred taxes. The Company owns approximately 51% of Eris and Eris owns approximately 60% of Yea-Shin. The table below sets forth the value of intangible assets, other than goodwill: June 30, December 31, 2019 2018 Intangible assets subject to amortization: Gross carrying amount $ 244,554 $ 238,867 Accumulated amortization (115,430 ) (106,410 ) Foreign currency translation adjustment (8,262 ) (8,281 ) Total 120,862 124,176 Intangible assets with indefinite lives: Gross carrying amount 10,303 14,883 Foreign currency translation adjustment (1,130 ) (1,124 ) Total 9,173 13,759 Total intangible assets, net $ 130,035 $ 137,935 The table below sets forth amortization expense related to intangible assets subject to amortization: Amortization expense 2019 2018 Three months ended June 30 $ 4,536 $ 4,678 Six months ended June 30 $ 9,020 $ 9,445 |
Income Tax Provision
Income Tax Provision | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | NOTE 5 – Income Tax Provision The table below sets forth information related to our income tax expense: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Domestic pre-tax income (loss) $ 8,064 $ 5,350 $ 20,550 $ (4,022 ) Foreign pre-tax income $ 39,813 $ 31,070 $ 69,361 $ 66,745 Income tax provision $ 11,174 $ 10,753 $ 21,472 $ 18,536 Effective tax rate 23.3 % 29.5 % 23.9 % 29.6 % Impact of tax holidays on tax expense $ 572 $ 70 $ 849 $ (742 ) Earnings per share impact of tax holidays: Basic $ (0.01 ) $ - $ (0.02 ) $ 0.01 Diluted $ (0.01 ) $ - $ (0.02 ) $ 0.01 The decrease in the effective tax rate for the three and six months ended June 30, 2019 when compared to the three and six months ended June 30, 2018, is primarily attributable to an increase in estimated full year global pretax book income and a net decrease in unfavorable U.S. permanent differences. Our undistributed foreign earnings continue to be indefinitely reinvested in foreign operations, with limited exceptions related to earnings of European and Asian subsidiaries. Any future distributions of foreign earnings will not be subject to additional U.S. income tax, but may be subject to non-U.S. withholding taxes. We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations by tax authorities for tax years before 2008, or for the 2010 and 2011 tax years. We are no longer subject to China income tax examinations by tax authorities for tax years before 2009. With respect to state and local jurisdictions and countries outside of the U.S. (other than China), with limited exceptions, the Company is no longer subject to income tax audits for years before 2013. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties, if any, have been provided for in the Company’s reserve for any adjustments that may result from currently pending tax audits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in interest expense. As of June 30, 2019, the gross amount of unrecognized tax benefits was approximately $35.9 million. It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company’s unrecognized tax positions will significantly increase or decrease within the next 12 months. At this time, an estimate of the range of the reasonably possible outcomes cannot be made. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Share Based Compensation [Abstract] | |
Share-Based Compensation | NOTE 6 – Share-Based Compensation The table below sets forth the line items where share-based compensation expense was recorded: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Cost of goods sold $ 259 $ 80 $ 384 $ 170 Selling, general and administrative 4,309 4,031 7,946 9,484 Research and development 730 689 1,445 1,426 Total share-based compensation expense $ 5,298 $ 4,800 $ 9,775 $ 11,080 The table below sets forth share-based compensation expense by type: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Stock options $ - $ 84 $ - $ 275 Share grants 5,298 4,716 9,775 10,805 Total share-based compensation expense $ 5,298 $ 4,800 $ 9,775 $ 11,080 Stock Options. Approximately $6.7 million in cash proceeds was received from stock option exercises during the six months ended June 30, 2019. As of June 30, 2019, we had no unrecognized share-based compensation expense related to unvested stock options. Share Grants. Restricted stock awards and restricted stock units generally vest in equal annual installments over a four-year period. We also have share grants that are performance-based and time-based that vest upon achievement of certain performance criteria over time. As of June 30, 2019, total unrecognized share-based compensation expense related to share grants was approximately $38.9 million, before income taxes, and is expected to be recognized over a weighted average period of approximately 2.2 years. |
Segment Information and Net Sal
Segment Information and Net Sales | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information and Net Sales | NOTE 7 – Segment Information and Net Sales Segment Reporting. For financial reporting purposes, we operate in a single segment, standard semiconductor products, through our various manufacturing and distribution facilities. We aggregate our products because the products are similar and have similar economic characteristics, use similar production processes and share the same customer type. Our primary operations include operations in Asia, North America and Europe. During the three months ended June 30, 2019 and 2018, one customer, a broad-based global distributor that sells to thousands of different end users, accounted for 10% or $31.5 million and 10.9% or $33.3 million, respectively, of our net sales. During the six months ended June 30, 2018, the same customer accounted for 10.7% or $61.7 million of our net sales. This customer did not account for 10% or greater of our outstanding accounts receivable at June 30, 2019 or 2018. The tables below set forth net sales based on the location of the subsidiary producing the net sale. Three Months Ended June 30, 2019 Asia North America Europe Consolidated Total sales $ 319,740 $ 173,694 $ 66,124 $ 559,558 Intercompany elimination (116,105 ) (94,278 ) (27,169 ) (237,552 ) Net sales $ 203,635 $ 79,416 $ 38,955 $ 322,006 Three Months Ended June 30, 2018 Asia North America Europe Consolidated Total sales $ 269,290 $ 38,392 $ 51,175 $ 358,857 Intercompany elimination (33,813 ) (6,358 ) (14,601 ) (54,772 ) Net sales $ 235,477 $ 32,034 $ 36,574 $ 304,085 As of and for the Six Months Ended June 30, 2019 Asia North America Europe Consolidated Total sales $ 593,640 $ 274,974 $ 117,176 $ 985,790 Intercompany elimination (189,702 ) (132,194 ) (39,595 ) (361,491 ) Net sales $ 403,938 $ 142,780 $ 77,581 $ 624,299 Property, plant and equipment, net $ 399,378 $ 22,450 $ 48,862 $ 470,690 Total assets $ 1,190,443 $ 235,248 $ 188,468 $ 1,614,159 As of and for the Six Months Ended June 30, 2018 Asia North America Europe Consolidated Total sales $ 513,820 $ 65,228 $ 101,173 $ 680,221 Intercompany elimination (65,640 ) (7,503 ) (28,481 ) (101,624 ) Net sales $ 448,180 $ 57,725 $ 72,692 $ 578,597 Property, plant and equipment, net $ 410,207 $ 25,540 $ 24,490 $ 460,237 Total assets $ 1,090,931 $ 155,395 $ 190,446 $ 1,436,772 Disaggregation of Net sales. We disaggregate net sales from contracts with customers into direct sales and distribution sales (“Distributors”) and by geographic area. Direct sales customers consist of those customers using our product in their manufacturing process, and Distributors are those customers who resell our products to third parties. We sell our products to customers in multiple areas of the world including Asia, Europe, and North America. Across these regions, we sell products to end users in a variety of markets such as consumer electronics, computing, communications, industrial and automotive. Further, most of our contracts are fixed-price arrangements, and are short term in nature, ranging from days to several months. The tables below set forth the amount of net sales by type ( direct sales or Distributor Net Sales for the Three Months Ended June 30, Direct Sales Distributor 2019 2018 2019 2018 China $ 59,685 $ 54,747 $ 100,567 $ 111,818 U.S. 2,888 4,772 27,472 26,431 Korea 5,625 3,474 8,834 10,028 Germany 3,429 2,820 19,134 20,826 Singapore 154 624 14,920 19,571 Taiwan 675 922 20,907 15,828 All others (1) 36,257 16,663 21,459 15,561 Total $ 108,713 $ 84,022 $ 213,293 $ 220,063 Percent of Net Sales by Type for the Three Months Ended June 30, Direct Sales Distributor 2019 2018 2019 2018 China 55 % 65 % 47 % 51 % U.S. 3 % 6 % 13 % 12 % Korea 5 % 4 % 4 % 5 % Germany 3 % 3 % 9 % 9 % Singapore — 1 % 7 % 9 % Taiwan 1 % 1 % 10 % 7 % All others (1) 33 % 20 % 10 % 7 % Total 100 % 100 % 100 % 100 % Total Net Sales for the Three Months Ended June 30, Dollars Percent of Net Sales 2019 2018 2019 2018 China $ 160,252 $ 166,565 50 % 55 % U.S. 30,360 31,203 9 % 10 % Korea 14,459 13,502 4 % 4 % Germany 22,563 23,646 7 % 8 % Singapore 15,074 20,195 5 % 7 % Taiwan 21,582 16,750 7 % 6 % All others (1) 57,716 32,224 18 % 10 % Total $ 322,006 $ 304,085 100 % 100 % Net Sales for the Six Months Ended June 30, Direct Sales Distributor 2019 2018 2019 2018 China $ 111,909 $ 104,072 $ 199,892 $ 210,684 U.S. 6,121 8,457 57,970 47,531 Korea 10,763 7,551 16,994 18,913 Germany 6,457 5,925 36,650 42,431 Singapore 366 912 30,856 35,401 Taiwan 1,158 1,778 43,571 35,021 All others (1) 58,515 31,984 43,077 27,937 Total $ 195,289 $ 160,679 $ 429,010 $ 417,918 Percent of Net Sales by Type for the Six Months Ended June 30, Direct Sales Distributor 2019 2018 2019 2018 China 57 % 65 % 47 % 50 % U.S. 3 % 5 % 14 % 11 % Korea 6 % 5 % 4 % 5 % Germany 3 % 4 % 9 % 10 % Singapore — 1 % 7 % 8 % Taiwan 1 % 1 % 10 % 8 % All others (1) 30 % 19 % 9 % 8 % Total 100 % 100 % 100 % 100 % Total Net Sales for the Six Months Ended June 30, Dollar Percent of Net Sales 2019 2018 2019 2018 China $ 311,801 $ 314,756 50 % 54 % U.S. 64,091 55,988 10 % 10 % Korea 27,757 26,464 4 % 5 % Germany 43,107 48,356 7 % 8 % Singapore 31,222 36,313 5 % 6 % Taiwan 44,729 36,799 7 % 6 % All others (1) 101,592 59,921 17 % 11 % Total $ 624,299 $ 578,597 100 % 100 % (1) Represents countries with less than 3% of the total net sales each. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – Commitments and Contingencies Purchase commitments – As of June 30, 2019, we had approximately $18.5 million in non-cancelable purchase contracts related to capital expenditures, primarily related to our manufacturing facilities in Asia. As of June 30, 2019, we also had a commitment to purchase approximately $83.7 million of wafers to be used in our manufacturing process. These wafer purchases will occur during 2019 and 2020. Defined Benefit Plan - We have a contributory defined benefit plan that covers certain employees in the United Kingdom. As of June 30, 2019, the unfunded liability for this defined benefit plan was approximately $27.7 million. We are obligated to make annual contributions, each year through December 2029, of approximately GBP 2 million (approximately $2.6 million based on a GBP: USD exchange rate of 1.3:1). The trustees are required to review the funding position every three years, and the most recent review was carried out in April 2019. We anticipate receiving the outcome of the April 2019 review during the third quarter of 2019. The outcome of future reviews can result in a change in the amount of the payment. Contingencies – From time to time, we are involved in various legal proceedings that arise in the nor mal course of business. While we intend to defend any lawsuit vigorously, we presently believe that the ultimate outcome of any pending legal proceeding will not have any material adverse effect on our consolidated financial position, cash flows or operati ng results. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include monetary damages, which could impact our business and operating results for the period in which the ruling occurs or future periods. Based on information available, we evaluate the likelihood of potential outcomes of all pending disputes. We record an appropriate liability when the amount of any liability associated with a pending dispute is deemed probable and reas onably 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 | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | NOTE 10 – Leases The Company leases certain assets used in its business, including land, buildings and equipment. These leased assets are used for operational and administrative purposes. The components of lease expense are set forth in the table below: Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Operating lease expense $ 3,773 $ 7,477 Finance lease expense: Amortization of assets 245 489 Interest on lease liabilities 13 28 Short-term lease expense 98 134 Variable lease expense 802 1,420 Total lease expense $ 4,931 $ 9,548 The table below sets forth supplemental balance sheet information related to leases: June 30, 2019 Operating leases: Operating lease ROU assets $63,919 Current operating lease liabilities 12,268 Noncurrent operating lease liabilities 33,506 Total operating lease liabilities $45,774 Finance leases: Finance lease ROU assets $3,396 Accumulated amortization (1,436) Finance lease ROU assets, net $1,960 Current finance lease liabilities $941 Non-current finance lease liabilities 593 Total finance lease liabilities $1,534 Weighted average remaining lease term (in years): Operating leases 4.8 Finance leases 1.7 Weighted average discount rate: Operating leases 3.8% Finance leases 3.6% The table below sets forth supplemental cash flow and other information related to leases: Six Months Ended June 30, 2019 Cash paid for the amounts included in the measurements of lease liabilities: Operating cash outflows from operating leases $10,154 Operating cash outflows from finance leases 28 Financing cash outflow from finance leases 588 ROU assets obtained in exchange for lease liabilities incurred: Operating leases 3,198 The table below sets forth information about lease liability maturities: June 30, 2019 Operating Leases Finance Leases Remainder of 2019 $ 7,002 $ 513 2020 13,469 922 2021 9,522 138 2022 8,245 - 2023 4,566 - 2024 2,439 - 2025 and thereafter 4,922 - Total lease payments 50,165 1,573 Less: imputed interest (4,391) (39) Total lease obligations 45,774 1,534 Less: current obligations (12,268) (941) Long-term lease obligations $ 33,506 $ 593 |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 12 – We conduct business with a related party company, Lite-On Semiconductor Corporation and its subsidiaries and affiliates (collectively, “LSC”), and Nuvoton Technology Corporation and its subsidiaries and affiliates (collectively, “Nuvoton”). LSC is our largest stockholder, owning approximately 15 of o ur ou t s t a nd i n g C o m m on S toc k as of June 30, 2 019 , a n d i s a m e m ber of t he L ite- On G r o u p o f c o m p a n ies . We also conduct business with Keylink International (B.V.I.) Inc. and its subsidiaries and affiliates (collectively, “Keylink”). Keylink is our 5% joint venture partner in our Shanghai assembly and test facilities. We sell products to, and purchase inventory from Keylink. In addition, our subsidiaries in China lease their manufacturing facilities in Shanghai from, and subcontract a portion of our manufacturing process (metal plating and environmental services) to, Keylink. We also pay fees for plating and rental services and consulting to Keylink. The aggregate amounts paid to Keylink for the three months ended June 30, 2019 and 2018 were approximately $3.9 million and $4.2 million, respectively. The aggregate amounts paid to Keylink for the six months ended June 30, 2019 and 2018 were approximately $7.8 million and $8.8 million, respectively. I n a dd itio n, Y a G u a ng”) is our 2% joint venture partner in one of our Chengdu assembly and test facilities and i s o ur 5 j o i nt v e n t ure p a r t n e r i n ou r other C h eng du asse m bly a nd tes t facility ; h owe v er, we have no material transactions with Ya Guang. We also purchase materials from Jiyuan Crystal Photoelectric Frequency Technology Ltd (“JCP”), a frequency control product manufacturing company in which we have made an equity investment and account for that investment using the equity method of accounting. The C t a e e i i a a c t m The table below sets forth net sales to and purchases from related parties: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 LSC Net sales $ 268 $ 225 $ 456 $ 592 Purchases $ 4,079 $ 4,954 $ 8,491 $ 11,422 Nuvoton Purchases $ 2,034 $ 2,359 $ 3,301 $ 5,413 Keylink Net sales $ 3,566 $ 2,257 $ 6,381 $ 4,078 Purchases $ 585 $ 881 $ 1,190 $ 1,739 JCP Purchases $ 151 $ 97 $ 311 $ 287 The table below sets forth accounts receivable from, and accounts payable to, related parties: June 30, December 31, 2019 2018 LSC Accounts receivable $ 269 $ 286 Accounts payable $ 2,736 $ 2,696 Nuvoton Accounts payable $ 551 $ 1,939 Keylink Accounts receivable $ 5,070 $ 6,264 Accounts payable $ 3,887 $ 4,656 JCP Accounts payable $ 165 $ 151 |
Wafer Fabrication Plant Acquisi
Wafer Fabrication Plant Acquisition | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Wafer Fabrication Plant Acquisition | Note 13 – Wafer Fabrication Plant Acquisition On April 1, 2019, the Company completed the previously announced acquisition of a wafer fabrication facility (“GFAB”) located in Greenock, Scotland. The Company recorded the purchase of GFAB as a business acquisition. The Company purchased GFAB in order to increase the Company’s wafer production capacity. Total consideration paid by the Company was $33.2 million and was funded by advances under the revolving portion of our long-term credit facility. The facility and assets were wholly acquired, and there is no remaining minority interest. The goodwill will not be tax deductible. The Company also incurred acquisition costs of approximately $0.6 million that were recognized in selling, general and administrative expense. Due to a lack of data we are unable to provide historical financial pro forma data. The table below sets forth the fair value of the assets and liabilities recorded in the GFAB acquisition and the corresponding line item in which the item is recorded in our condensed consolidated balance sheet. Property, plant and equipment, net $ 24.4 Inventories 3.6 Prepaid expenses and other 5.2 Goodwill 0.9 Deferred tax liabilities 1.0 |
Assets Held for Sale
Assets Held for Sale | 6 Months Ended |
Jun. 30, 2019 | |
Real Estate Assets Held For Development And Sale [Abstract] | |
Assets Held for Sale |
Nature of Operations, Basis o_2
Nature of Operations, Basis of Presentation, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations Diodes Incorporated, together with its subsidiaries (collectively, the “Company,” “we” or “our”) (Nasdaq: DIOD), is a leading global manufacturer and supplier of high-quality, application-specific standard products within the broad discrete, logic, analog and mixed-signal semiconductor markets. We serve the consumer electronics, computing, communications, industrial, and automotive markets. Our products include diodes, rectifiers, transistors, MOSFETs, protection devices, function-specific arrays, single gate logic, amplifiers and comparators, Hall-effect and temperature sensors, power management devices, including LED drivers, AC-DC converters and controllers, DC-DC switching and linear voltage regulators, and voltage references along with special function devices, such as USB power switches, load switches, voltage supervisors, and motor controllers. We also have timing, connectivity, switching, and signal integrity solutions for high-speed signals. Our corporate headquarters and Americas’ sales offices are located in Plano, Texas and Milpitas, California. Design, marketing, and engineering centers are located in Plano; Milpitas; Taipei, Taoyuan City and Zhubei City, Taiwan; Oldham, England; and Neuhaus, Germany. Our wafer fabrication facilities are located in Oldham and Shanghai, China and Greenock, Scotland. We have assembly and test facilities located in Shanghai, Jinan and Chengdu, China, as well as in Hong Kong, Neuhaus and Taipei. Additional engineering, research and development, sales, warehouse, and logistics offices are located in Taipei; Hong Kong; Oldham; Shanghai; Shenzhen and Yangzhou, China; Seongnam-si, South Korea; Munich, Germany; and Tokyo, Japan, with support offices throughout the world. |
Basis of Presentation | Basis of Presentation The condensed consolidated financial data at December 31, 2018 is derived from audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”) on February 21, 2019 (“Form 10-K”). The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. They do not include all information and footnotes necessary for a fair presentation of financial position, operating results and cash flows in conformity with GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in our Form 10-K. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation of the operating results for the period presented have been included in the interim period. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for other interim periods or the year ending December 31, 2019. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. As permitted under GAAP, interim accounting for certain expenses, including income taxes, are based on full year forecasts. For interim financial reporting purposes, income taxes are recorded based upon estimated annual effective income tax rates taking into consideration discrete items occurring in a quarter. Dollar amounts and share amounts are presented in thousands, except per share amounts, unless otherwise noted. Certain prior year’s balances may have been reclassified to conform to the current financial statement presentation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued the following Accounting Standards Updates (“ASU”) which could have potential impact on the Company’s financial statements: Recen tly Adopted Standards ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) – In February 2016, the FASB issued ASU 2016-02, which amends the accounting treatment for leases and requires, among other things, lessees to recognize a right-of-use (“ROU”) asset and lease liability for most lease arrangements. The amendments were effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted ASU 2016-02 on January 1, 2019, using the modified retrospective transition approach, under which financial results reported in periods prior to 2018 are unchanged. We elected the following allowed practical expedients as permitted under the transition guidance within the new standard: • Not record leases with an initial term of 12 months on the balance sheet; • Not separate non-lease components of leases from the lease components; and • Not reassess (1) the definition of a lease, (2) lease classification, and (3) initial direct costs for existing leases during transition. Upon adoption of ASU 2016-02, the Company recorded ROU assets of $68.3 million, including land-use rights of $17.1 million previously recorded in other assets and $2.5 million previously recorded in property, plant and equipment and ROU liabilities of $50.4 million. For additional information related to the Company’s leases, see Note 10. ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07") - In June 2018, the FASB issued ASU 2018-07, which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 was effective for the Company on January 1, 2019. The adoption of this standard did not have a material effect on our condensed consolidated financial statements or disclosures. ASU No. 2017-12 - Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”) -In August 2017, the FASB issued ASU No. 2017-12 to better align hedge accounting with risk management strategies, and as a result, more hedging strategies will be eligible for hedge accounting. Public business entities will have until the end of the first quarter in which a hedge is designated to perform an initial assessment of a hedge’s effectiveness. After initial qualification, the new guidance permits a qualitative effectiveness assessment for certain hedges instead of a quantitative test if the company can reasonably support an expectation of high effectiveness throughout the term of the hedge. An initial quantitative test to establish that the hedge relationship is highly effective is still required. The amendments are effective for fiscal years beginning after December 15, 2018, and the Company adopted the new standard January 1, 2019. The new standard had no impact on the Company’s financial statements. On January 1, 2019, the Company adopted ASU No. 2018-16, “Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes”. The amendments in this ASU permit the use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under ASC 815, in addition to the currently permissible benchmark interest rates. This ASU provides the Company the ability to utilize the OIS rate based on SOFR as the benchmark interest rate on certain hedges of interest rate risk. The new standard had no impact on the Company’s financial statements. Standards Effective in Future Years The FASB has issued the following relevant standards, effective in future years, which are not expected to have a material impact on our consolidated condensed financial statements: Standard No. Standard Name Standard Effective Date 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement January 1, 2020 2018-14 Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans January 1, 2020 In April 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, that clarifies and improves areas of guidance related to the recently issued standards on credit losses (ASU 2016-13), hedging (ASU 2017-12), and recognition and measurement of financial instruments (ASU 2016-01). The amendments generally have the same effective dates as their related standards. If already adopted, the amendments of ASU 2016-01 and ASU 2016-13 are effective for fiscal years beginning after December 15, 2019 and the amendments of ASU 2017-12 are effective as of the beginning of t he Company’s next annual reporting period; early adoption is permitted. The Company is currently evaluating the impact this change will have on its consolidated financial statements and disclosures. All other issued and not yet effective accounting standards are not expected to be relevant to the Company. Updates to Accounting Policies and Estimates Leases The Company determines if an arrangement is a lease at inception. ROU assets are included in Other assets in the Company’s condensed consolidated balance sheets. Current ROU liabilities are included in Accrued liabilities and other and long-term ROU liabilities are included in Other long-term liabilities, in our condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. To determine the present value of the lease payments, we estimate our incremental borrowing rate based on information available at the lease commencement date. The Company’s lease term includes options to extend the lease when it is reasonably certain that it will exercise that option. Leases with a term of 12 months or less are not recorded on the balance sheet. Our leases typically do not contain any residual value guarantees. For real estate, we account for the lease and non-lease components as a single lease component. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The table below sets forth the reconciliation between net income and the weighted average shares outstanding used for calculating basic and diluted EPS: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Earnings (numerator) Net income attributable to common stockholders $ 36,284 $ 25,068 $ 68,000 $ 43,594 Shares (denominator) Weighted average common shares outstanding (basic) 50,658 49,680 50,529 49,509 Dilutive effect of stock options and stock awards outstanding 962 1,112 1,037 1,218 Adjusted weighted average common shares outstanding (diluted) 51,620 50,792 51,566 50,727 Earnings per share attributable to common stockholders Basic $ 0.72 $ 0.50 $ 1.35 $ 0.88 Diluted $ 0.70 $ 0.49 $ 1.32 $ 0.86 Stock options and stock awards excluded from EPS calculation because the effect would be anti-dilutive 131 24 95 13 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory Current | The table below sets forth inventories which are stated at the lower of cost or net realizable value: June 30, 2019 December 31, 2018 Finished goods $ 56,939 $ 59,244 Work-in-progress 67,352 59,166 Raw materials 98,678 97,025 Total $ 222,969 $ 215,435 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The table below sets forth the changes in goodwill : Balance at December 31, 2018 $ 132,437 Acquisitions: Wafer fabrication facility in Greenock, Scotland (a) 931 Canyon investment (b) 1,443 ERIS investment in Yea-Shin (c) 4,320 Foreign currency translation adjustment (359 ) Balance at June 30, 2019 $ 138,772 The increase in goodwill is related to: (a) The Company’s acquisition accounting for the purchase of a wafer fabrication facility in Greenock, Scotland, (“GFAB”). (See Note 13 for additional information). (b) The acquisition accounting for the Company’s investment of $3.4 million in Canyon Semiconductor. This investment brings our ownership of Canyon to 51%. During the second quarter of 2019, as a measurement period adjustment, we reduced the amount of goodwill approximately $1.1 million. This reduction in goodwill was related to finalization of the non-controlling interest value. The acquisition accounting is not final as deferred taxes are being finalized. We expect the acquisition accounting to be finalized in the third quarter of 2019. (c) The acquisition accounting related to Eris’ investment of approximately $6.4 million in Yea-Shin Technology Corporation. During the second quarter of 2019, as a measurement period adjustment, we increased goodwill approximately $4.3 million, related to finalization of deferred taxes. The Company owns approximately 51% of Eris and Eris owns approximately 60% of Yea-Shin. |
Schedule of Intangible Assets Other Than Goodwill | The table below sets forth the value of intangible assets, other than goodwill: June 30, December 31, 2019 2018 Intangible assets subject to amortization: Gross carrying amount $ 244,554 $ 238,867 Accumulated amortization (115,430 ) (106,410 ) Foreign currency translation adjustment (8,262 ) (8,281 ) Total 120,862 124,176 Intangible assets with indefinite lives: Gross carrying amount 10,303 14,883 Foreign currency translation adjustment (1,130 ) (1,124 ) Total 9,173 13,759 Total intangible assets, net $ 130,035 $ 137,935 |
Schedule of Amortization Expense Related to Intangible Assets | The table below sets forth amortization expense related to intangible assets subject to amortization: Amortization expense 2019 2018 Three months ended June 30 $ 4,536 $ 4,678 Six months ended June 30 $ 9,020 $ 9,445 |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Information Related to Income Tax Expense | The table below sets forth information related to our income tax expense: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Domestic pre-tax income (loss) $ 8,064 $ 5,350 $ 20,550 $ (4,022 ) Foreign pre-tax income $ 39,813 $ 31,070 $ 69,361 $ 66,745 Income tax provision $ 11,174 $ 10,753 $ 21,472 $ 18,536 Effective tax rate 23.3 % 29.5 % 23.9 % 29.6 % Impact of tax holidays on tax expense $ 572 $ 70 $ 849 $ (742 ) Earnings per share impact of tax holidays: Basic $ (0.01 ) $ - $ (0.02 ) $ 0.01 Diluted $ (0.01 ) $ - $ (0.02 ) $ 0.01 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share Based Compensation [Abstract] | |
Schedule of Share-Based Compensation Expense | The table below sets forth the line items where share-based compensation expense was recorded: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Cost of goods sold $ 259 $ 80 $ 384 $ 170 Selling, general and administrative 4,309 4,031 7,946 9,484 Research and development 730 689 1,445 1,426 Total share-based compensation expense $ 5,298 $ 4,800 $ 9,775 $ 11,080 |
Schedule of Share-Based Compensation Expense by Type | The table below sets forth share-based compensation expense by type: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Stock options $ - $ 84 $ - $ 275 Share grants 5,298 4,716 9,775 10,805 Total share-based compensation expense $ 5,298 $ 4,800 $ 9,775 $ 11,080 |
Segment Information and Net S_2
Segment Information and Net Sales (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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. Three Months Ended June 30, 2019 Asia North America Europe Consolidated Total sales $ 319,740 $ 173,694 $ 66,124 $ 559,558 Intercompany elimination (116,105 ) (94,278 ) (27,169 ) (237,552 ) Net sales $ 203,635 $ 79,416 $ 38,955 $ 322,006 Three Months Ended June 30, 2018 Asia North America Europe Consolidated Total sales $ 269,290 $ 38,392 $ 51,175 $ 358,857 Intercompany elimination (33,813 ) (6,358 ) (14,601 ) (54,772 ) Net sales $ 235,477 $ 32,034 $ 36,574 $ 304,085 As of and for the Six Months Ended June 30, 2019 Asia North America Europe Consolidated Total sales $ 593,640 $ 274,974 $ 117,176 $ 985,790 Intercompany elimination (189,702 ) (132,194 ) (39,595 ) (361,491 ) Net sales $ 403,938 $ 142,780 $ 77,581 $ 624,299 Property, plant and equipment, net $ 399,378 $ 22,450 $ 48,862 $ 470,690 Total assets $ 1,190,443 $ 235,248 $ 188,468 $ 1,614,159 As of and for the Six Months Ended June 30, 2018 Asia North America Europe Consolidated Total sales $ 513,820 $ 65,228 $ 101,173 $ 680,221 Intercompany elimination (65,640 ) (7,503 ) (28,481 ) (101,624 ) Net sales $ 448,180 $ 57,725 $ 72,692 $ 578,597 Property, plant and equipment, net $ 410,207 $ 25,540 $ 24,490 $ 460,237 Total assets $ 1,090,931 $ 155,395 $ 190,446 $ 1,436,772 |
Schedule of Net Sales by Direct Sales or Distributor and Location | The tables below set forth the amount of net sales by type ( direct sales or Distributor Net Sales for the Three Months Ended June 30, Direct Sales Distributor 2019 2018 2019 2018 China $ 59,685 $ 54,747 $ 100,567 $ 111,818 U.S. 2,888 4,772 27,472 26,431 Korea 5,625 3,474 8,834 10,028 Germany 3,429 2,820 19,134 20,826 Singapore 154 624 14,920 19,571 Taiwan 675 922 20,907 15,828 All others (1) 36,257 16,663 21,459 15,561 Total $ 108,713 $ 84,022 $ 213,293 $ 220,063 Percent of Net Sales by Type for the Three Months Ended June 30, Direct Sales Distributor 2019 2018 2019 2018 China 55 % 65 % 47 % 51 % U.S. 3 % 6 % 13 % 12 % Korea 5 % 4 % 4 % 5 % Germany 3 % 3 % 9 % 9 % Singapore — 1 % 7 % 9 % Taiwan 1 % 1 % 10 % 7 % All others (1) 33 % 20 % 10 % 7 % Total 100 % 100 % 100 % 100 % Total Net Sales for the Three Months Ended June 30, Dollars Percent of Net Sales 2019 2018 2019 2018 China $ 160,252 $ 166,565 50 % 55 % U.S. 30,360 31,203 9 % 10 % Korea 14,459 13,502 4 % 4 % Germany 22,563 23,646 7 % 8 % Singapore 15,074 20,195 5 % 7 % Taiwan 21,582 16,750 7 % 6 % All others (1) 57,716 32,224 18 % 10 % Total $ 322,006 $ 304,085 100 % 100 % Net Sales for the Six Months Ended June 30, Direct Sales Distributor 2019 2018 2019 2018 China $ 111,909 $ 104,072 $ 199,892 $ 210,684 U.S. 6,121 8,457 57,970 47,531 Korea 10,763 7,551 16,994 18,913 Germany 6,457 5,925 36,650 42,431 Singapore 366 912 30,856 35,401 Taiwan 1,158 1,778 43,571 35,021 All others (1) 58,515 31,984 43,077 27,937 Total $ 195,289 $ 160,679 $ 429,010 $ 417,918 Percent of Net Sales by Type for the Six Months Ended June 30, Direct Sales Distributor 2019 2018 2019 2018 China 57 % 65 % 47 % 50 % U.S. 3 % 5 % 14 % 11 % Korea 6 % 5 % 4 % 5 % Germany 3 % 4 % 9 % 10 % Singapore — 1 % 7 % 8 % Taiwan 1 % 1 % 10 % 8 % All others (1) 30 % 19 % 9 % 8 % Total 100 % 100 % 100 % 100 % Total Net Sales for the Six Months Ended June 30, Dollar Percent of Net Sales 2019 2018 2019 2018 China $ 311,801 $ 314,756 50 % 54 % U.S. 64,091 55,988 10 % 10 % Korea 27,757 26,464 4 % 5 % Germany 43,107 48,356 7 % 8 % Singapore 31,222 36,313 5 % 6 % Taiwan 44,729 36,799 7 % 6 % All others (1) 101,592 59,921 17 % 11 % Total $ 624,299 $ 578,597 100 % 100 % (1) Represents countries with less than 3% of the total net sales each. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Effect of Derivative Financial Instruments on the Condensed Consolidated Statements of Operations | The tables below sets forth the effect of the Company’s derivative financial instruments on the condensed consolidated statements of operations for the three months ended June 30, 2019 and 2018: Amount of Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI into Net Income Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion Excluded from Effectiveness Testing) Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Derivative Instruments Designated as Hedging Instruments June 30, June 30, June 30, 2019 2018 2019 2018 2019 2018 Three Months Ended Interest rate swaps and collars $ (1,920 ) $ 1,103 Interest expense $ 456 $ 175 N/A - - Cross currency swaps $ 2,052 $ - N/A - - Interest income $ 233 $ - Six Months Ended Interest rate swaps and collars $ (3,010 ) $ 3,507 Interest expense $ 925 $ 227 N/A - - Cross currency swaps $ (298 ) $ - N/A - - Interest income $ 688 $ - |
Summary of Outstanding Foreign Currency Forward Contracts | The table below sets forth outstanding foreign currency forward contracts at June 30, 2019 and December 31, 2018: Notional Amount Effective Date Maturity Date Index* Weighted Average Foreign Exchange Rate Balance Sheet Hedge Designation $ 1,983 June 2019 August 2019 EUR/GBP 0.896 Non-designated 5,072 June 2019 August 2019 EUR/USD 1.1415 Non-designated 7,819 June 2019 August 2019 GBP/USD 1.2725 Non-designated 38,834 June 2019 August 2019 USD/CNY 6.8648 Non-designated 1,022 June 2019 August 2019 USD/JPY 107.515 Non-designated 21,305 June 2019 August 2019 USD/TWD 30.899 Non-designated 500 January 2019 October 2019 USD/TWD 30.635 Non-designated 500 January 2019 January 2020 USD/TWD 30.635 Non-designated 500 January 2019 November 2019 USD/TWD 30.705 Non-designated $ 77,535 Notional Amount Effective Date Maturity Date Index* Weighted Average Foreign Exchange Rate Balance Sheet Hedge Designation $ 1,221 December 2018 February 2019 EUR/GBP 0.8981 Non-designated 12,538 December 2018 February 2019 EUR/USD 1.1479 Non-designated 8,463 December 2018 February 2019 GBP/USD 1.2785 Non-designated 44,946 December 2018 February 2019 USD/CNY 6.8738 Non-designated 844 December 2018 February 2019 USD/JPY 110.14 Non-designated 54,041 December 2018 February 2019 USD/TWD 30.559 Non-designated 300 December 2018 January 2019 USD/TWD 30.669 Non-designated $ 122,353 * EUR = Euro GBP = British Pound Sterling USD = United States Dollar CNY = Chinese Yuan Renminbi JPY = Japan Yen TWD = Taiwan dollar |
Summary of Information Related to Number of and Notional Amount of Interest Rate Related Derivative Instruments | Hedges of Interest Rate and Net Investment Risk - The Company’s objective in using interest rate swaps and collars is to minimize the risks associated with its floating rate debt. The Company makes use of cross currency swaps to decrease the foreign exchange risk inherent in the Company’s investment in its foreign subsidiaries. Number of Instruments Notional Amount June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 Interest rate swaps and collars 12 12 $ 210,000 $ 210,000 |
Summary of Fair Value of Derivative Financial Instruments, Excluding Adjustments for Performance Risk and Their Classification on Condensed Consolidated Balance Sheets | The table below sets forth the fair value of the Company’s derivative financial instruments, excluding adjustments for performance risk, if any, as well as their classification on our condensed consolidated balance sheets: Other Current Assets Other Assets Other Current Liabilities Other Liabilities June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 June 30, 2019 December 31, 2018 Interest rate swaps and collars $ 643 $ 1,936 $ 96 $ 2,795 $ 23 $ - $ 207 $ - |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense are set forth in the table below: Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Operating lease expense $ 3,773 $ 7,477 Finance lease expense: Amortization of assets 245 489 Interest on lease liabilities 13 28 Short-term lease expense 98 134 Variable lease expense 802 1,420 Total lease expense $ 4,931 $ 9,548 |
Supplemental Balance Sheet Information Related to Leases | The table below sets forth supplemental balance sheet information related to leases: June 30, 2019 Operating leases: Operating lease ROU assets $63,919 Current operating lease liabilities 12,268 Noncurrent operating lease liabilities 33,506 Total operating lease liabilities $45,774 Finance leases: Finance lease ROU assets $3,396 Accumulated amortization (1,436) Finance lease ROU assets, net $1,960 Current finance lease liabilities $941 Non-current finance lease liabilities 593 Total finance lease liabilities $1,534 Weighted average remaining lease term (in years): Operating leases 4.8 Finance leases 1.7 Weighted average discount rate: Operating leases 3.8% Finance leases 3.6% |
Supplemental Cash Flow and Other Information Related to Leases | The table below sets forth supplemental cash flow and other information related to leases: Six Months Ended June 30, 2019 Cash paid for the amounts included in the measurements of lease liabilities: Operating cash outflows from operating leases $10,154 Operating cash outflows from finance leases 28 Financing cash outflow from finance leases 588 ROU assets obtained in exchange for lease liabilities incurred: Operating leases 3,198 |
Schedule of Operating and Finance Lease Liability Maturities | The table below sets forth information about lease liability maturities: June 30, 2019 Operating Leases Finance Leases Remainder of 2019 $ 7,002 $ 513 2020 13,469 922 2021 9,522 138 2022 8,245 - 2023 4,566 - 2024 2,439 - 2025 and thereafter 4,922 - Total lease payments 50,165 1,573 Less: imputed interest (4,391) (39) Total lease obligations 45,774 1,534 Less: current obligations (12,268) (941) Long-term lease obligations $ 33,506 $ 593 |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Net Sales and Purchases of Related Party Transactions | The table below sets forth net sales to and purchases from related parties: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 LSC Net sales $ 268 $ 225 $ 456 $ 592 Purchases $ 4,079 $ 4,954 $ 8,491 $ 11,422 Nuvoton Purchases $ 2,034 $ 2,359 $ 3,301 $ 5,413 Keylink Net sales $ 3,566 $ 2,257 $ 6,381 $ 4,078 Purchases $ 585 $ 881 $ 1,190 $ 1,739 JCP Purchases $ 151 $ 97 $ 311 $ 287 |
Schedule of Account Receivable and Payable of Related Party Transactions | The table below sets forth accounts receivable from, and accounts payable to, related parties: June 30, December 31, 2019 2018 LSC Accounts receivable $ 269 $ 286 Accounts payable $ 2,736 $ 2,696 Nuvoton Accounts payable $ 551 $ 1,939 Keylink Accounts receivable $ 5,070 $ 6,264 Accounts payable $ 3,887 $ 4,656 JCP Accounts payable $ 165 $ 151 |
Wafer Fabrication Plant Acqui_2
Wafer Fabrication Plant Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Wafer Fabrication Facility ("GFAB") | |
Summary of Fair Value of Assets and Liabilities Related to Acquisition Recorded in Condensed Consolidated Balance Sheet | The table below sets forth the fair value of the assets and liabilities recorded in the GFAB acquisition and the corresponding line item in which the item is recorded in our condensed consolidated balance sheet. Property, plant and equipment, net $ 24.4 Inventories 3.6 Prepaid expenses and other 5.2 Goodwill 0.9 Deferred tax liabilities 1.0 |
Nature of Operations, Basis o_3
Nature of Operations, Basis of Presentation, Recently Issued Accounting Pronouncements and Updates to Accounting Policies and Estimates - Additional Information (Details) - ASU 2016-02 $ in Millions | Jan. 01, 2019USD ($) |
Nature of Operations, Basis of Presentation, Recently Issued Accounting Pronouncements and Updates to Accounting Policies [Line Items] | |
ROU assets | $ 68.3 |
ROU liabilities | 50.4 |
Land-use Rights | Other Assets | |
Nature of Operations, Basis of Presentation, Recently Issued Accounting Pronouncements and Updates to Accounting Policies [Line Items] | |
ROU assets | 17.1 |
Land-use Rights | Property, Plant and Equipment | |
Nature of Operations, Basis of Presentation, Recently Issued Accounting Pronouncements and Updates to Accounting Policies [Line Items] | |
ROU assets | $ 2.5 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Earnings per share reconciliation disclosure | Earnings per share (“EPS”) is calculated by dividing net income attributable to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period. Diluted EPS is calculated similarly but includes potential dilution from the exercise of stock options and stock awards, except when the effect would be anti-dilutive. | |||
Common stock dividends paid | $ 0 | $ 0 | $ 0 | $ 0 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings (numerator) | ||||
Net income attributable to common stockholders | $ 36,284 | $ 25,068 | $ 68,000 | $ 43,594 |
Shares (denominator) | ||||
Weighted average common shares outstanding (basic) | 50,658 | 49,680 | 50,529 | 49,509 |
Dilutive effect of stock options and stock awards outstanding | 962 | 1,112 | 1,037 | 1,218 |
Adjusted weighted average common shares outstanding (diluted) | 51,620 | 50,792 | 51,566 | 50,727 |
Earnings per share attributable to common stockholders | ||||
Basic | $ 0.72 | $ 0.50 | $ 1.35 | $ 0.88 |
Diluted | $ 0.70 | $ 0.49 | $ 1.32 | $ 0.86 |
Stock options and stock awards excluded from EPS calculation because the effect would be anti-dilutive | 131 | 24 | 95 | 13 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory Current (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 56,939 | $ 59,244 |
Work-in-progress | 67,352 | 59,166 |
Raw materials | 98,678 | 97,025 |
Total | $ 222,969 | $ 215,435 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in Goodwill (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019USD ($) | ||
Goodwill | ||
Goodwill beginning balance | $ 132,437 | |
Foreign currency translation adjustment | (359) | |
Goodwill ending balance | 138,772 | |
Wafer Fabrication Facility in Greenock, Scotland | ||
Goodwill | ||
Acquisitions | 931 | [1] |
Canyon Investment | ||
Goodwill | ||
Acquisitions | 1,443 | [2] |
ERIS Investment in Yea-Shin | ||
Goodwill | ||
Acquisitions | $ 4,320 | [3] |
[1] | The Company’s acquisition accounting for the purchase of a wafer fabrication facility in Greenock, Scotland, (“GFAB”). (See Note 13 for additional information). | |
[2] | The acquisition accounting for the Company’s investment of $3.4 million in Canyon Semiconductor. This investment brings our ownership of Canyon to 51%. During the second quarter of 2019, as a measurement period adjustment, we reduced the amount of goodwill approximately $1.1 million. This reduction in goodwill was related to finalization of the non-controlling interest value. The acquisition accounting is not final as deferred taxes are being finalized. We expect the acquisition accounting to be finalized in the third quarter of 2019. | |
[3] | The acquisition accounting related to Eris’ investment of approximately $6.4 million in Yea-Shin Technology Corporation. During the second quarter of 2019, as a measurement period adjustment, we increased goodwill approximately $4.3 million, related to finalization of deferred taxes. The Company owns approximately 51% of Eris and Eris owns approximately 60% of Yea-Shin. |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Changes in Goodwill (Parenthetical) (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Canyon Semiconductor | ||
Goodwill [Line Items] | ||
Accounting allocation of investment | $ 3.4 | |
Canyon | ||
Goodwill [Line Items] | ||
Percentage of ownership | 51.00% | 51.00% |
ERIS Technology Corporation | Yea-Shin Technology Corporation | ||
Goodwill [Line Items] | ||
Accounting allocation of investment | $ 6.4 | |
Percentage of ownership | 51.00% | 51.00% |
Yea-Shin Technology Corporation | ERIS Technology Corporation | ||
Goodwill [Line Items] | ||
Percentage of ownership | 60.00% | 60.00% |
Finalization of Non-controlling Interest Value | ||
Goodwill [Line Items] | ||
Measurement period adjustment in amount of goodwill | $ (1.1) | |
Finalization of Deferred Taxes | ||
Goodwill [Line Items] | ||
Measurement period adjustment in amount of goodwill | $ 4.3 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets Other Than Goodwill (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Intangible assets subject to amortization | ||
Gross carrying amount | $ 244,554 | $ 238,867 |
Accumulated amortization | (115,430) | (106,410) |
Foreign currency translation adjustment | (8,262) | (8,281) |
Total | 120,862 | 124,176 |
Intangible assets with indefinite lives | ||
Gross carrying amount | 10,303 | 14,883 |
Foreign currency translation adjustment | (1,130) | (1,124) |
Total | 9,173 | 13,759 |
Total intangible assets, net | $ 130,035 | $ 137,935 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 4,536 | $ 4,678 | $ 9,020 | $ 9,445 |
Income Tax Provision - Schedule
Income Tax Provision - Schedule of Information Related to Income Tax Expense (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Domestic pre-tax income (loss) | $ 8,064 | $ 5,350 | $ 20,550 | $ (4,022) |
Foreign pre-tax income | 39,813 | 31,070 | 69,361 | 66,745 |
Income tax provision | $ 11,174 | $ 10,753 | $ 21,472 | $ 18,536 |
Effective tax rate | 23.30% | 29.50% | 23.90% | 29.60% |
Impact of tax holidays on tax expense | $ 572 | $ 70 | $ 849 | $ (742) |
Earnings per share impact of tax holidays: | ||||
Basic | $ (0.01) | $ (0.02) | $ 0.01 | |
Diluted | $ (0.01) | $ (0.02) | $ 0.01 |
Income Tax Provision - Addition
Income Tax Provision - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits | $ 35.9 |
Income tax examination, description | We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations by tax authorities for tax years before 2008, or for the 2010 and 2011 tax years. We are no longer subject to China income tax examinations by tax authorities for tax years before 2009. With respect to state and local jurisdictions and countries outside of the U.S. (other than China), with limited exceptions, the Company is no longer subject to income tax audits for years before 2013. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties, if any, have been provided for in the Company’s reserve for any adjustments that may result from currently pending tax audits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in interest expense. |
Significant change in unrecognized tax benefits, nature of event | It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company’s unrecognized tax positions will significantly increase or decrease within the next 12 months. |
Significant change in unrecognized tax benefits is reasonably possible, estimated range not possible | At this time, an estimate of the range of the reasonably possible outcomes cannot be made |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | $ 5,298 | $ 4,800 | $ 9,775 | $ 11,080 |
Cost of Goods Sold | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | 259 | 80 | 384 | 170 |
Selling, General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | 4,309 | 4,031 | 7,946 | 9,484 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | $ 730 | $ 689 | $ 1,445 | $ 1,426 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Share-Based Compensation Expense by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | $ 5,298 | $ 4,800 | $ 9,775 | $ 11,080 |
Stock Options | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | 84 | 275 | ||
Share Grants | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | $ 5,298 | $ 4,716 | $ 9,775 | $ 10,805 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Cash proceeds received from stock option exercises | $ 6,700,000 |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 0 |
Restricted Stock Awards and Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 38,900,000 |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years 2 months 12 days |
Segment Information and Net S_3
Segment Information and Net Sales - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($)Customer | Jun. 30, 2018USD ($)Customer | Jun. 30, 2019USD ($)Customer | Jun. 30, 2018USD ($)Customer | |
Entity Wide Revenue Major Customer [Line Items] | ||||
Number of customer accounted for 10% or 31.5 and 10.9% or $33.3 million of net sales | 1 | 1 | 1 | |
Percentage of net sales | 100.00% | 100.00% | 100.00% | 100.00% |
Concentration risk, net sales amount | $ | $ 322,006 | $ 304,085 | $ 624,299 | $ 578,597 |
Number of customer did not account for or greater of outstanding accounts receivable | 0 | 0 | ||
Number of customer did not account for 10% or greater of net sales | 0 | |||
Geographic Concentration Risk | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Percentage of net sales | 10.00% | 10.90% | 10.70% | |
Concentration risk, net sales amount | $ | $ 31,500 | $ 33,300 | $ 61,700 |
Segment Information and Net S_4
Segment Information and Net Sales - Schedule of Net Sales from Based on Location of the Subsidiary (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 322,006 | $ 304,085 | $ 624,299 | $ 578,597 | |
Property, plant and equipment, net | 470,690 | 460,237 | 470,690 | 460,237 | $ 446,835 |
Total assets | 1,614,159 | 1,436,772 | 1,614,159 | 1,436,772 | $ 1,526,371 |
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 559,558 | 358,857 | 985,790 | 680,221 | |
Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | (237,552) | (54,772) | (361,491) | (101,624) | |
Asia | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 203,635 | 235,477 | 403,938 | 448,180 | |
Property, plant and equipment, net | 399,378 | 410,207 | 399,378 | 410,207 | |
Total assets | 1,190,443 | 1,090,931 | 1,190,443 | 1,090,931 | |
Asia | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 319,740 | 269,290 | 593,640 | 513,820 | |
Asia | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | (116,105) | (33,813) | (189,702) | (65,640) | |
North America | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 79,416 | 32,034 | 142,780 | 57,725 | |
Property, plant and equipment, net | 22,450 | 25,540 | 22,450 | 25,540 | |
Total assets | 235,248 | 155,395 | 235,248 | 155,395 | |
North America | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 173,694 | 38,392 | 274,974 | 65,228 | |
North America | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | (94,278) | (6,358) | (132,194) | (7,503) | |
Europe | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 38,955 | 36,574 | 77,581 | 72,692 | |
Property, plant and equipment, net | 48,862 | 24,490 | 48,862 | 24,490 | |
Total assets | 188,468 | 190,446 | 188,468 | 190,446 | |
Europe | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 66,124 | 51,175 | 117,176 | 101,173 | |
Europe | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | $ (27,169) | $ (14,601) | $ (39,595) | $ (28,481) |
Segment Information and Net S_5
Segment Information and Net Sales - Schedule of Net Sales by Direct Sales or Distributor and Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 322,006 | $ 304,085 | $ 624,299 | $ 578,597 | |
Percentage of net sales | 100.00% | 100.00% | 100.00% | 100.00% | |
Direct Sales | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 108,713 | $ 84,022 | $ 195,289 | $ 160,679 | |
Percentage of net sales | 100.00% | 100.00% | 100.00% | 100.00% | |
Distributor | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 213,293 | $ 220,063 | $ 429,010 | $ 417,918 | |
Percentage of net sales | 100.00% | 100.00% | 100.00% | 100.00% | |
China | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 160,252 | $ 166,565 | $ 311,801 | $ 314,756 | |
Percentage of net sales | 50.00% | 55.00% | 50.00% | 54.00% | |
China | Direct Sales | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 59,685 | $ 54,747 | $ 111,909 | $ 104,072 | |
Percentage of net sales | 55.00% | 65.00% | 57.00% | 65.00% | |
China | Distributor | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 100,567 | $ 111,818 | $ 199,892 | $ 210,684 | |
Percentage of net sales | 47.00% | 51.00% | 47.00% | 50.00% | |
United States | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 30,360 | $ 31,203 | $ 64,091 | $ 55,988 | |
Percentage of net sales | 9.00% | 10.00% | 10.00% | 10.00% | |
United States | Direct Sales | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 2,888 | $ 4,772 | $ 6,121 | $ 8,457 | |
Percentage of net sales | 3.00% | 6.00% | 3.00% | 5.00% | |
United States | Distributor | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 27,472 | $ 26,431 | $ 57,970 | $ 47,531 | |
Percentage of net sales | 13.00% | 12.00% | 14.00% | 11.00% | |
Korea | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 14,459 | $ 13,502 | $ 27,757 | $ 26,464 | |
Percentage of net sales | 4.00% | 4.00% | 4.00% | 5.00% | |
Korea | Direct Sales | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 5,625 | $ 3,474 | $ 10,763 | $ 7,551 | |
Percentage of net sales | 5.00% | 4.00% | 6.00% | 5.00% | |
Korea | Distributor | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 8,834 | $ 10,028 | $ 16,994 | $ 18,913 | |
Percentage of net sales | 4.00% | 5.00% | 4.00% | 5.00% | |
Germany | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 22,563 | $ 23,646 | $ 43,107 | $ 48,356 | |
Percentage of net sales | 7.00% | 8.00% | 7.00% | 8.00% | |
Germany | Direct Sales | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 3,429 | $ 2,820 | $ 6,457 | $ 5,925 | |
Percentage of net sales | 3.00% | 3.00% | 3.00% | 4.00% | |
Germany | Distributor | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 19,134 | $ 20,826 | $ 36,650 | $ 42,431 | |
Percentage of net sales | 9.00% | 9.00% | 9.00% | 10.00% | |
Singapore | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 15,074 | $ 20,195 | $ 31,222 | $ 36,313 | |
Percentage of net sales | 5.00% | 7.00% | 5.00% | 6.00% | |
Singapore | Direct Sales | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 154 | $ 624 | $ 366 | $ 912 | |
Percentage of net sales | 1.00% | 1.00% | |||
Singapore | Distributor | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 14,920 | $ 19,571 | $ 30,856 | $ 35,401 | |
Percentage of net sales | 7.00% | 9.00% | 7.00% | 8.00% | |
Taiwan | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 21,582 | $ 16,750 | $ 44,729 | $ 36,799 | |
Percentage of net sales | 7.00% | 6.00% | 7.00% | 6.00% | |
Taiwan | Direct Sales | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 675 | $ 922 | $ 1,158 | $ 1,778 | |
Percentage of net sales | 1.00% | 1.00% | 1.00% | 1.00% | |
Taiwan | Distributor | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | $ 20,907 | $ 15,828 | $ 43,571 | $ 35,021 | |
Percentage of net sales | 10.00% | 7.00% | 10.00% | 8.00% | |
All Others | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | [1] | $ 57,716 | $ 32,224 | $ 101,592 | $ 59,921 |
Percentage of net sales | [1] | 18.00% | 10.00% | 17.00% | 11.00% |
All Others | Direct Sales | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | [1] | $ 36,257 | $ 16,663 | $ 58,515 | $ 31,984 |
Percentage of net sales | [1] | 33.00% | 20.00% | 30.00% | 19.00% |
All Others | Distributor | |||||
Segment Reporting Revenue Reconciling Item [Line Items] | |||||
Net sales | [1] | $ 21,459 | $ 15,561 | $ 43,077 | $ 27,937 |
Percentage of net sales | [1] | 10.00% | 7.00% | 9.00% | 8.00% |
[1] | Represents countries with less than 3% of the total net sales each. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) £ in Millions, $ in Millions | 6 Months Ended | |
Jun. 30, 2019USD ($)$ / £ | Jun. 30, 2019GBP (£)$ / £ | |
Commitments And Contingencies [Line Items] | ||
Purchase Commitments | $ 18.5 | |
Long-term purchase commitment, Amount | $ 83.7 | |
Pension Plan, Defined Benefit | ||
Commitments And Contingencies [Line Items] | ||
Defined benefit plan, estimated future employer contributions in current fiscal year, description | We have a contributory defined benefit plan that covers certain employees in the United Kingdom. As of June 30, 2019, the unfunded liability for this defined benefit plan was approximately $27.7 million. We are obligated to make annual contributions, each year through December 2029, of approximately GBP 2 million (approximately $2.6 million based on a GBP: USD exchange rate of 1.3:1). The trustees are required to review the funding position every three years, and the most recent review was carried out in April 2019. We anticipate receiving the outcome of the April 2019 review during the third quarter of 2019. The outcome of future reviews can result in a change in the amount of the payment. | |
Defined benefit plan, expected future benefit payments in year one | $ 2.6 | £ 2 |
Defined benefit plan, expected future benefit payments in year two | 2.6 | 2 |
Defined benefit plan, expected future benefit payments in year three | 2.6 | 2 |
Defined benefit plan, expected future benefit payments in year four | 2.6 | 2 |
Defined benefit plan, expected future benefit payments in year five | 2.6 | 2 |
Defined benefit plan, expected future benefit payments in eight fiscal years thereafter | $ 2.6 | £ 2 |
GBP:USD exchange rate | $ / £ | 1.3 | 1.3 |
Unfunded liability of defined benefit plan | $ 27.7 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Derivative [Line Items] | ||
Objectives for using derivative instruments | The Company’s objective in using interest rate swaps and collars is to minimize the risks associated with its floating rate debt. The Company makes use of cross currency swaps to decrease the foreign exchange risk inherent in the Company’s investment in its foreign subsidiaries. | |
Net derivative gain will be reclassified from AOCI into net income | $ 600,000 | |
Posted collateral related to agreements | 0 | $ 0 |
Foreign Currency Forward Contracts | ||
Derivative [Line Items] | ||
Fair value of foreign exchange hedges | $ 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Outstanding Foreign Currency Forward Contracts (Details) - Foreign Currency Forward Contracts - Cash Flow Hedges - Non-designated | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019USD ($)€ / £€ / $£ / $$ / ¥$ / ¥$ / $ | Dec. 31, 2018USD ($)€ / £€ / $£ / $$ / ¥$ / ¥$ / $ | |
Derivative [Line Items] | ||
Notional Amount | $ 77,535,000 | $ 122,353,000 |
Derivative One | ||
Derivative [Line Items] | ||
Notional Amount | $ 1,983,000 | $ 1,221,000 |
Effective Date | Jun. 30, 2019 | Dec. 31, 2018 |
Maturity Date | Aug. 31, 2019 | Feb. 28, 2019 |
Index | EUR/GBP | EUR/GBP |
Weighted Average Foreign Exchange Rate | € / £ | 0.896 | 0.8981 |
Derivative Two | ||
Derivative [Line Items] | ||
Notional Amount | $ 5,072,000 | $ 12,538,000 |
Effective Date | Jun. 30, 2019 | Dec. 31, 2018 |
Maturity Date | Aug. 31, 2019 | Feb. 28, 2019 |
Index | EUR/USD | EUR/USD |
Weighted Average Foreign Exchange Rate | € / $ | 1.1415 | 1.1479 |
Derivative Three | ||
Derivative [Line Items] | ||
Notional Amount | $ 7,819,000 | $ 8,463,000 |
Effective Date | Jun. 30, 2019 | Dec. 31, 2018 |
Maturity Date | Aug. 31, 2019 | Feb. 28, 2019 |
Index | GBP/USD | GBP/USD |
Weighted Average Foreign Exchange Rate | £ / $ | 1.2725 | 1.2785 |
Derivative Four | ||
Derivative [Line Items] | ||
Notional Amount | $ 38,834,000 | $ 44,946,000 |
Effective Date | Jun. 30, 2019 | Dec. 31, 2018 |
Maturity Date | Aug. 31, 2019 | Feb. 28, 2019 |
Index | USD/CNY | USD/CNY |
Weighted Average Foreign Exchange Rate | $ / ¥ | 6.8648 | 6.8738 |
Derivative Five | ||
Derivative [Line Items] | ||
Notional Amount | $ 1,022,000 | $ 844,000 |
Effective Date | Jun. 30, 2019 | Dec. 31, 2018 |
Maturity Date | Aug. 31, 2019 | Feb. 28, 2019 |
Index | USD/JPY | USD/JPY |
Weighted Average Foreign Exchange Rate | $ / ¥ | 107.515 | 110.14 |
Derivative Six | ||
Derivative [Line Items] | ||
Notional Amount | $ 21,305,000 | $ 54,041,000 |
Effective Date | Jun. 30, 2019 | Dec. 31, 2018 |
Maturity Date | Aug. 31, 2019 | Feb. 28, 2019 |
Index | USD/TWD | USD/TWD |
Weighted Average Foreign Exchange Rate | $ / $ | 30.899 | 30.559 |
Derivative Seven | ||
Derivative [Line Items] | ||
Notional Amount | $ 500,000 | $ 300,000 |
Effective Date | Jan. 31, 2019 | Dec. 31, 2018 |
Maturity Date | Oct. 31, 2019 | Jan. 31, 2019 |
Index | USD/TWD | USD/TWD |
Weighted Average Foreign Exchange Rate | $ / $ | 30.635 | 30.669 |
Derivative Eight | ||
Derivative [Line Items] | ||
Notional Amount | $ 500,000 | |
Effective Date | Jan. 31, 2019 | |
Maturity Date | Jan. 31, 2020 | |
Index | USD/TWD | |
Weighted Average Foreign Exchange Rate | $ / $ | 30.635 | |
Derivative Nine | ||
Derivative [Line Items] | ||
Notional Amount | $ 500,000 | |
Effective Date | Jan. 31, 2019 | |
Maturity Date | Nov. 30, 2019 | |
Index | USD/TWD | |
Weighted Average Foreign Exchange Rate | $ / $ | 30.705 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Summary of Information Related to Number of and Notional Amount of Interest Rate Related Derivative Instruments (Details) - Designated as Hedging Instrument - Interest Rate Swaps and Collars | Jun. 30, 2019USD ($)DerivativeInstrument | Dec. 31, 2018USD ($)DerivativeInstrument |
Derivative [Line Items] | ||
Number of Instruments | DerivativeInstrument | 12 | 12 |
Notional Amount | $ | $ 210,000,000 | $ 210,000,000 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Summary of Fair Value of Derivative Financial Instruments, Excluding Adjustments for Performance Risk and Their Classification on Condensed Consolidated Balance Sheets (Details) - Interest Rate Swaps and Collars - Designated as Hedging Instrument - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Other Current Assets | ||
Derivative [Line Items] | ||
Fair value of derivative instruments, asset derivatives | $ 643 | $ 1,936 |
Other Assets | ||
Derivative [Line Items] | ||
Fair value of derivative instruments, asset derivatives | 96 | $ 2,795 |
Other Current Liabilities | ||
Derivative [Line Items] | ||
Fair value of derivative instruments, liability derivatives | 23 | |
Other Liabilities | ||
Derivative [Line Items] | ||
Fair value of derivative instruments, liability derivatives | $ 207 |
Derivative Financial Instrume_7
Derivative Financial Instruments - Summary of Effect of Derivative Financial Instruments on the Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Designated as Hedging Instrument | Interest Rate Swaps and Collars | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain or (Loss) Recognized in OCI on Derivative | $ (1,920) | $ 1,103 | $ (3,010) | $ 3,507 |
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income | Interest expense | Interest expense | ||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Net Income | $ 456 | 175 | $ 925 | 227 |
Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion Excluded from Effectiveness Testing) | N/A | N/A | ||
Designated as Hedging Instrument | Cross Currency Swaps | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain or (Loss) Recognized in OCI on Derivative | $ 2,052 | $ (298) | ||
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income | N/A | N/A | ||
Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion Excluded from Effectiveness Testing) | Interest income | Interest income | ||
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | $ 233 | $ 688 | ||
Not Designated as Hedging Instrument | Foreign Currency Forward Contracts | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Net Income | $ 1,660 | $ (6,764) | $ (1,230) | $ (5,370) |
Location of Gain or (Loss) Recognized in Net Income | Foreign currency loss, net | Foreign currency loss, net |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating lease expense | $ 3,773 | $ 7,477 |
Finance lease expense: | ||
Amortization of assets | 245 | 489 |
Interest on lease liabilities | 13 | 28 |
Short-term lease expense | 98 | 134 |
Variable lease expense | 802 | 1,420 |
Total lease expense | $ 4,931 | $ 9,548 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating leases: | |
Operating lease ROU assets | $ 63,919 |
Current operating lease liabilities | 12,268 |
Noncurrent operating lease liabilities | 33,506 |
Total operating lease liabilities | 45,774 |
Finance leases: | |
Finance lease ROU assets | 3,396 |
Accumulated amortization | (1,436) |
Finance lease ROU assets, net | 1,960 |
Current finance lease liabilities | 941 |
Non-current finance lease liabilities | 593 |
Total finance lease liabilities | $ 1,534 |
Weighted average remaining lease term (in years): | |
Operating leases | 4 years 9 months 18 days |
Finance leases | 1 year 8 months 12 days |
Weighted average discount rate: | |
Operating leases | 3.80% |
Finance leases | 3.60% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information Related to Leases (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Cash paid for the amounts included in the measurements of lease liabilities: | |
Operating cash outflows from operating leases | $ 10,154 |
Operating cash outflows from finance leases | 28 |
Financing cash outflow from finance leases | 588 |
ROU assets obtained in exchange for lease liabilities incurred: | |
Operating leases | $ 3,198 |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Lease Liability Maturities (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
Operating Leases, Remainder of 2019 | $ 7,002 |
Operating Leases, 2020 | 13,469 |
Operating Leases, 2021 | 9,522 |
Operating Leases, 2022 | 8,245 |
Operating Leases, 2023 | 4,566 |
Operating Leases, 2024 | 2,439 |
Operating Leases, 2025 and thereafter | 4,922 |
Operating Leases, Total lease payments | 50,165 |
Operating Leases, Less: imputed interest | (4,391) |
Total operating lease liabilities | 45,774 |
Operating Leases, Less: current obligations | (12,268) |
Noncurrent operating lease liabilities | 33,506 |
Finance Leases, Remainder of 2019 | 513 |
Finance Leases, 2020 | 922 |
Finance Leases, 2021 | 138 |
Finance Leases, Total lease payments | 1,573 |
Finance Leases, Less: imputed interest | (39) |
Total finance lease liabilities | 1,534 |
Finance Leases, Less: current obligations | (941) |
Non-current finance lease liabilities | $ 593 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - Deferred Compensation Plan - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
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 by investing in the actual underlying investments. These investments are classified as trading securities and are carried at fair value. At June 30, 2019 and December 31, 2018, these investments totaled approximately $10.1 million and $10.6 million, respectively. All gains and losses in these investments are materially offset by corresponding gains and losses in the Deferred Compensation Plan liabilities. | |
Deferred compensation plan assets | $ 10.1 | $ 10.6 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Lite On Semiconductor | ||||
Related Party Transaction [Line Items] | ||||
Related Party ownership of common stock | 15.00% | 15.00% | ||
Related Party Transaction, Description of Transaction | LSC is our largest stockholder, owning approximately 15% of our outstanding Common Stock as of June 30, 2019, and is a member of the Lite-On Group of companies. | |||
Keylink | ||||
Related Party Transaction [Line Items] | ||||
Related Party ownership of common stock | 5.00% | 5.00% | ||
Related Party Transaction, Description of Transaction | Keylink is our 5% joint venture partner in our Shanghai assembly and test facilities. | |||
Related Party Transaction Consulting Fees from Transactions with Related Party | $ 3.9 | $ 4.2 | $ 7.8 | $ 8.8 |
Chengdu Ya Guang Electronic Company Limited ("Ya Guang") | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Description of Transaction | In addition, Chengdu Ya Guang Electronic Company Limited (“Ya Guang”) is our 2% joint venture partner in one of our Chengdu assembly and test facilities and is our 5% joint venture partner in our other Chengdu assembly and test facility | |||
Chengdu Ya Guang Electronic Company Limited ("Ya Guang") | Chengdu | Assembly and Test Facility One | ||||
Related Party Transaction [Line Items] | ||||
Related Party ownership of common stock | 2.00% | 2.00% | ||
Chengdu Ya Guang Electronic Company Limited ("Ya Guang") | Chengdu | Assembly and Test Facility Two | ||||
Related Party Transaction [Line Items] | ||||
Related Party ownership of common stock | 5.00% | 5.00% |
Related Parties - Schedule of N
Related Parties - Schedule of Net Sales and Purchases of Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Lite On Semiconductor | ||||
Related Party Transaction [Line Items] | ||||
Net sales from related parties | $ 268 | $ 225 | $ 456 | $ 592 |
Purchases from related parties | 4,079 | 4,954 | 8,491 | 11,422 |
Nuvoton | ||||
Related Party Transaction [Line Items] | ||||
Purchases from related parties | 2,034 | 2,359 | 3,301 | 5,413 |
Keylink | ||||
Related Party Transaction [Line Items] | ||||
Net sales from related parties | 3,566 | 2,257 | 6,381 | 4,078 |
Purchases from related parties | 585 | 881 | 1,190 | 1,739 |
JCP | ||||
Related Party Transaction [Line Items] | ||||
Purchases from related parties | $ 151 | $ 97 | $ 311 | $ 287 |
Related Parties - Schedule of A
Related Parties - Schedule of Account Receivable and Payable of Related Party Transactions (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Lite On Semiconductor | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | $ 269 | $ 286 |
Accounts payable | 2,736 | 2,696 |
Nuvoton | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 551 | 1,939 |
Keylink | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | 5,070 | 6,264 |
Accounts payable | 3,887 | 4,656 |
JCP | ||
Related Party Transaction [Line Items] | ||
Accounts payable | $ 165 | $ 151 |
Wafer Fabrication Plant Acqui_3
Wafer Fabrication Plant Acquisition - Additional Information (Details) - Wafer Fabrication Facility ("GFAB") $ in Millions | Apr. 01, 2019USD ($) |
Business Acquisition [Line Items] | |
Acquisition date | Apr. 1, 2019 |
Accounting allocation of investment | $ 33.2 |
Selling, General and Administrative | |
Business Acquisition [Line Items] | |
Acquisition costs | $ 0.6 |
Wafer Fabrication Plant Acqui_4
Wafer Fabrication Plant Acquisition - Summary of Fair Value of Assets and Liabilities Related to Acquisition Recorded in Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Apr. 01, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 138,772 | $ 132,437 | |
Wafer Fabrication Facility ("GFAB") | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment, net | $ 24,400 | ||
Inventories | 3,600 | ||
Prepaid expenses and other | 5,200 | ||
Goodwill | 900 | ||
Deferred tax liabilities | $ 1,000 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) | Jun. 30, 2019a |
Plano, Texas | |
Long Lived Assets Held For Sale [Line Items] | |
Land held for sale | 16 |