XML 83 R84.htm IDEA: XBRL DOCUMENT v2.4.0.8
Business Combinations (Details) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Jun. 30, 2013
Mar. 31, 2013
Business Acquisition [Line Items]        
Goodwill, Acquired During Period $ 2,518,000 $ 16,913,000    
Acquisition of noncontrolling interest 108,000 26,470,000    
Eris Technology Corporation [Member]
       
Business Acquisition [Line Items]        
Business Combination, Step Acquisition, Equity Interest in Acquiree, Description   Prior to August 31, 2012, the Company owned less than 50% of the outstanding common stock of Eris, a publicly traded company listed on Taiwan’s GreTai Securities Market that provides design, manufacturing and after-market services for diode products. The Company elected the fair value option to account for its less than 50% ownership that otherwise would have been accounted for under the equity method of accounting. See Note 2 for further information about the fair value option. On August 31, 2012, the Company acquired additional shares to bring its ownership to approximately 51% of the outstanding common stock of Eris. The Company has accounted for the additional purchase of shares as a business combination achieved in stages under the accounting guidance for step acquisitions and consolidated Eris beginning September 1, 2012.    
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage   51.00%    
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value   27,000,000    
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain   2,000,000    
Business Combination, Step Acquisition, Equity Interest in Acquiree, Valuation Techniques   The shares of Eris common stock were valued under the fair value hierarchy as a Level 1 Input. In addition, Level 1 Input fair value measurements were used to measure both the fair value of the Company’s preexisting investment and the fair value of the noncontrolling interest, which was $26 million. The Company recorded $8 million of goodwill (which is not deductible for tax purposes) and $18 million of intangible assets associated with this acquisition. The intangible assets associated with this acquisition consist primarily of finite-lived intangibles of $15 million for developed technology and customer relationships to be amortized on a straight-line basis over a period of 12 years and 10 years, respectively. In addition, an indefinite-lived trade name in the amount of $3 million was also recorded. The fair value of the significant identified intangible assets was estimated by using the market approach, income approach and cost approach valuation methodologies. Inputs used in the methodologies primarily included projected future cash flows, discounted at a rate commensurate with the risk involved.    
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual   3,000,000    
Business Combination, Reason for Business Combination   The Company’s purpose for obtaining a controlling interest in Eris was to expand its semiconductor product offerings and to maximize its market opportunities. In addition, the Company's main interest in Eris is for its automatic manufacturing capabilities in test and assembly for various diode products. The business scope for Eris comprises Schottky Diodes, TVS Diodes, Zener Diodes, Bridge Diodes, Wafers, LEDs and the relevant devices.    
Goodwill, Acquired During Period   8,000,000    
Acquired Finite-lived Intangible Asset, Amount   15,000,000    
Acquired Finite Lived Intangible Assets Useful Life Minimum   10    
Acquired Finite Lived Intangible Assets Useful Life Maximum   12    
Acquired Indefinite-lived Intangible Asset, Amount   3,000,000    
Business Acquisition, Effective Date of Acquisition   Aug. 31, 2012    
Acquisition of noncontrolling interest   26,000,000    
Business Acquisition, Pro Forma Information, Description   Unaudited pro forma results of operations assuming this acquisition had taken place at the beginning of each period are not provided as this acquisition does not meet the definition of a material business combination.    
BusinessAcquisitionProFormaInformationAbstract        
Business Acquisition, Pro Forma Information, Description   Unaudited pro forma results of operations assuming this acquisition had taken place at the beginning of each period are not provided as this acquisition does not meet the definition of a material business combination.    
Power Analog Microelectronics [Member]
       
Business Acquisition [Line Items]        
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual   1,000,000    
Business Combination, Reason for Business Combination   The Company acquired PAM as it believes PAM will strengthen its position as a global provider of high-quality analog products by expanding Diodes’ product portfolio with innovative 'filter-less' digital audio amplifiers, application-specific power management ICs, as well as high-performance LED drivers and DC-DC converters.    
Goodwill, Acquired During Period   9,000,000    
Acquired Finite-lived Intangible Asset, Amount   6,000,000    
Acquired Finite Lived Intangible Assets Useful Life Minimum   3    
Acquired Finite Lived Intangible Assets Useful Life Maximum   12    
Business Combination, Description   On October 29, 2012, the Company acquired Power Analog Microelectronics, Inc. (“PAM”) for $16 million, $3 million of which was held back and will be paid over the next two years subject to the satisfaction of certain terms and conditions. PAM is a provider of advanced analog and high-voltage power ICs, and its product portfolio includes Class D audio amplifiers, DC-DC converters and LED backlighting drivers. PAM was founded in Silicon Valley in 2004 and has technical and business centers in Shanghai, Shenzhen, Taipei and Tokyo.    
Business Acquisition, Effective Date of Acquisition   Oct. 29, 2012    
Cash paid for the acquisition   16,000,000    
Business Acquisition, Pro Forma Information, Description   Unaudited pro forma results of operations assuming this acquisition had taken place at the beginning of each period are not provided as this acquisition does not meet the definition of a material business combination.    
Business Acquisition, Preacquisition Contingency, Amount   3,000,000    
BusinessAcquisitionCostOfAcquiredEntityPurchasePriceAbstract        
Purchase price (cost of shares)   16,000,000    
BusinessAcquisitionProFormaInformationAbstract        
Business Acquisition, Pro Forma Information, Description   Unaudited pro forma results of operations assuming this acquisition had taken place at the beginning of each period are not provided as this acquisition does not meet the definition of a material business combination.    
BCD Semiconductor Manufacturing Limited [Member]
       
Business Acquisition [Line Items]        
Business Combination, Step Acquisition, Equity Interest in Acquiree, Description The step acquisition guidelines also require that the Company remeasure its preexisting investment in BCD at fair value, and recognize any gains or losses from such remeasurement. The fair value of the Company’s interest immediately before the closing date was $7 million, which resulted in the Company recognizing a non-cash gain of approximately $4 million within other income (expense) for the year ended December 31, 2013. The shares of BCD common stock were valued under the fair value hierarchy as a Level 1 Input.      
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value 7,000,000      
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain 4,000,000      
Business Combination, Step Acquisition, Equity Interest in Acquiree, Valuation Techniques The shares of BCD common stock were valued under the fair value hierarchy as a Level 1 Input.      
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual 155,000,000      
Business Combination, Reason for Business Combination The Company’s purpose in making this acquisition is to further its strategy of expanding its market and growth opportunities through select strategic acquisitions. This acquisition is expected to enhance the Company’s analog product portfolio by expanding its standard linear and power management offerings, including AC/DC and DC/DC solutions for power adapters and chargers, as well as other electronic products. BCD’s established presence in Asia, with a particularly strong local market position in China, offers the Company even greater penetration of the consumer, computing and communications markets. Likewise, the Company believes it can achieve increased market penetration for BCD’s products by leveraging the Company’s own global customer base and sales channels. In addition, BCD has in-house manufacturing capabilities in China, as well as a cost-effective development team that can be deployed across multiple product families. The Company also believes it will be able to apply its packaging capabilities and expertise to BCD’s products in order to improve cost efficiencies, utilization and product mix.      
Acquired Finite-lived Intangible Asset, Amount 17,000,000      
Business Acquisition, Effective Date of Acquisition Mar. 05, 2013      
Cash paid for the acquisition 154,735,000      
Business Acquisition, Pro Forma Information, Description The following unaudited pro forma consolidated results of operations for the years ended December 31, 2013 and 2012 have been prepared as if the acquisition of BCD had occurred at January 1, 2012, for each year The unaudited pro forma consolidated results of operations do not purport to be indicative of the results that would have been obtained if the above acquisition had actually occurred as of the dates indicated or of those results that may be obtained in the future. These unaudited pro forma consolidated results of operations were derived, in part, from the historical consolidated financial statements of BCD and other available information and assumptions believed to be reasonable under the circumstances.      
Business Acquisition, Cost of Acquired Entity, Description of Purchase Price Components the Company completed the acquisition of all the outstanding ordinary shares, par value $0.001 per share, of BCD (the “Shares”), including Shares represented by American Depository Shares (“ADSs”), which were cancelled in exchange for the right to receive $1.33-1/3 in cash per Share, without interest. Each ADS represented six Shares and was converted into the right to receive $8.00 in cash, without interest. The aggregate consideration was approximately $155 million, excluding acquisition costs, fees and expenses. In addition, a $5 million retention plan for employees of BCD, payable at the 12, 18 and 24 month anniversaries of the acquisition, has been established.      
Retention Payable 5,000,000      
Business Acquisition, Period Results Included in Combined Entity 301 days      
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual 6,000,000      
Business Acquisition, Purchase Price Allocation, Methodology The fair value of the significant identified intangible assets was estimated by using the market approach, income approach and cost approach valuation methodologies. Inputs used in the methodologies primarily included projected future cash flows, discounted at a rate commensurate with the risk involved.      
Acquired Finite-lived Intangible Asset, Residual Value 0      
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life 6 years      
Business Acquisition, Purchase Price Allocation, Goodwill, Expected Tax Deductible Amount, Description goodwill will be deductible for income tax purposes      
Acquired Inventory Reasonable Profit Allowance The Company evaluated and adjusted the acquired inventory for a reasonable profit allowance, which is intended to permit the Company to report only the profits normally associated with its activities following the acquisition as it relates to the work-in-progress and finished goods inventory. As such, the Company increased the inventory acquired from BCD by approximately $5 million, and recorded that increase into cost of goods sold, of which approximately $2 million was recorded in the first quarter of 2013 and $3 million was recorded in the second quarter of 2013 as the acquired work-in-progress and finished goods inventory was sold.      
Acquired Inventory Adjustments 5,000,000      
Acquired Inventory Expenses To Cost Of Goods Sold     3,000,000 2,000,000
Business Combination, Acquired Receivables, Description The Company estimated the fair value of acquired receivables to be $21 million with a gross contractual amount of $21million. The Company expects to collect substantially all of the acquired receivables.      
Business Combination, Acquired Receivables, Fair Value 21,000,000      
Business Combination, Acquired Receivables, Gross Contractual Amount 21,000,000      
Business Combination, Acquired Receivables, Estimated Uncollectible 0      
Business Acquisition, Purchase Price Allocation [Abstract]        
Cash and cash equivalents 29,819,000      
Accounts receivable, net 20,862,000      
Inventory 42,909,000      
Prepaid expenses and other current assets 27,205,000      
Property, plant and equipment, net 99,390,000      
Deferred tax assets 1,612,000      
Other long-term assets 5,497,000      
Other intangible assets 17,200,000      
Goodwill 2,518,000      
Total assets acquired 247,012,000      
Lines of credit 17,336,000      
Accounts payable 34,758,000      
Accrued liabilities and other 16,703,000      
Deferred tax liability 5,055,000      
Other liabilities 18,425,000      
Total liabilities assumed 92,277,000      
Total net assets acquired, net of cash acquired 154,735,000      
BusinessAcquisitionCostOfAcquiredEntityPurchasePriceAbstract        
Purchase price (cost of shares) 154,735,000      
Acquisition related costs (included in selling, general and administrative expenses) 2,075,000      
Total purchase price 156,810,000      
BusinessAcquisitionProFormaInformationAbstract        
Net revenues 847,947,000 776,650,000    
Net income attributable to common stockholders $ 25,513,000 $ 19,233,000    
Earnings per share-Basic $ 0.55 $ 0.42    
Earnings per share-Diluted $ 0.54 $ 0.41    
Business Acquisition, Pro Forma Information, Description The following unaudited pro forma consolidated results of operations for the years ended December 31, 2013 and 2012 have been prepared as if the acquisition of BCD had occurred at January 1, 2012, for each year The unaudited pro forma consolidated results of operations do not purport to be indicative of the results that would have been obtained if the above acquisition had actually occurred as of the dates indicated or of those results that may be obtained in the future. These unaudited pro forma consolidated results of operations were derived, in part, from the historical consolidated financial statements of BCD and other available information and assumptions believed to be reasonable under the circumstances.