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Acquisitions and Divestitures
3 Months Ended
Mar. 31, 2021
Business Combinations [Abstract]  
Acquisitions and Divestitures

Note 14 –Acquisitions and Divestitures

Manufacturing Subsidiary Located in China

In March 2021 Diodes entered into an agreement to sell a manufacturing subsidiary in China for total consideration of approximately $18.0 million, which includes a combination of cash and equity. The transaction is expected to close within the next twelve months and is subject to customary closing conditions and working capital adjustments.

Management determined that the disposal group met the held-for-sale criteria and reclassified the carrying value of the disposal group to assets held-for-sale, which is included in prepaid expenses and other in the consolidated balance sheet. The Company recognized no gain or loss on the reclassification of the disposal group to held-for-sale. A final determination of the value of the assets and liabilities divested has not been completed and the table below is considered preliminary. The table below sets forth the major classes of assets and liabilities that have been classified as held-for-sale on the condensed consolidated balance sheet:

Assets

 

 

 

 

Cash and cash equivalents

 

$

4,172

 

Accounts receivable

 

 

219

 

Inventories, net

 

 

7,982

 

Property, plant and equipment

 

 

8,282

 

Deferred income tax

 

 

4,870

 

Other long-term assets

 

 

540

 

Assets classified as held for sale

 

 

26,065

 

 

 

 

 

 

Liabilities

 

 

 

 

Accounts payable

 

 

6,646

 

Accrued liabilities and other

 

 

1,792

 

Other long-term liabilities

 

 

29

 

Liabilities classified as held for sale

 

 

8,467

 

 

 

 

 

 

Net assets classified as held for sale (included in prepaid expenses and other)

 

$

17,598

 

LSC Acquisition

On November 30, 2020, the Company closed on its previously announced acquisition of LSC, a Taiwan-based supplier of “green” power-related discrete and analog semiconductor devices. The Company purchased LSC in order to include LSC’s “green” power-related semiconductor devices that are designed for power saving and low power dissipation to serve the power supply market, and to reacquire the 7,765,778 of the Company’s common shares owned by LSC, which was approximately 15% of our outstanding shares prior to the close of such acquisition. The reacquired shares were treated as a settlement of a pre-existing relationship and as a transaction separate and apart from the business combination along with the settlement of payables and receivables between the Company and LSC.  The reacquired shares are included in treasury stock on the Company’s balance sheet. There was no gain or loss on the settlement of the payables and receivables between the Company and LSC.

 

The Company recorded the purchase of LSC as a business combination, with the Company owning 100% of LSC.  LSC has been consolidated into the operations of the Company. The purchase price per the Share Swap Agreement was 42.50 TWD per outstanding LSC share. On November 30, 2020, the Company acquired the 307,371,139 outstanding shares of LSC for a total aggregate purchase price of approximately $453.4 million and total consideration of $154.0 million after adjustments for the settlement of pre-existing relationships. A portion of the LSC purchase price was funded by borrowings under the Company’s Credit Agreement.

 

The table below sets forth the fair value of the LSC assets acquired and liabilities assumed based on relative fair value at the date of acquisition and the corresponding line item in the Company’s consolidated balance sheet at the date of acquisition. During the period from January 1, 2021 and March 31, 2021, measurement period adjustments were made to inventories, property, plant and equipment, and accrued liabilities and other.  The adjustments represented a decrease to total assets acquired and a decrease to total liabilities assumed of $0.1 million. U.S. GAAP permits companies to complete the final determination of the fair values during the measurement period following the acquisition date. The size and breadth of the LSC acquisition will necessitate the use of this measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the acquisition date including (i) changes in fair values of property, plant and equipment and inventories, (ii) changes in fair value of certain liabilities assumed and (iii) tax impact associated with any other changes in fair value. Any potential adjustments made could be material in relation to the preliminary values. A final determination of the LSC assets acquired and liabilities assumed has not been completed and the table below is considered preliminary. The Company engaged a third party valuation specialist to assist with

the assessment of any intangibles assets acquired as part of the LSC acquisition, and it was determined that there were no intangible assets as a result of the LSC acquisition.

Cash and cash equivalents

 

$

 

131,046

 

Accounts receivable

 

 

 

44,896

 

Inventories

 

 

 

55,710

 

Prepaid expenses and other current assets

 

 

 

11,447

 

Property, plant and equipment

 

 

 

67,952

 

Deferred income tax

 

 

 

15,732

 

Other long-term assets

 

 

 

26,037

 

Total assets acquired

 

 

 

352,820

 

Line of credit

 

 

 

88,508

 

Accounts payable

 

 

 

35,245

 

Accrued liabilities and other

 

 

 

48,992

 

Income tax payable

 

 

 

6,264

 

Deferred tax liabilities

 

 

 

8,941

 

Other long-term liabilities

 

 

 

10,783

 

Total liabilities assumed

 

 

 

198,733

 

Non-controlling interest

 

 

54

 

Net assets acquired

 

$

 

154,033

 

Savitech Acquisition

On February 5, 2020, the Company entered into an agreement to invest up to approximately $14.2 million to acquire at least 51% of Savitech Corporation (“Savitech”), a fabless semiconductor design company located in Zhubei City, Taiwan.  The Company will make the investment in two tranches.  The first tranche of $5.6 million, which provided the Company with a 33.6% ownership of Savitech, was made on March 4, 2020.  The initial tranche was funded with cash on hand. The second tranche, currently recorded in accrued liabilities and other, as shown in the table below, and currently valued at $8.5 million will increase the Company’s ownership to at least 51% of Savitech. The second tranche will be paid on June 30, 2021, provided Savitech achieves previously agreed-to revenue levels.  If revenue levels are not achieved the Company will pay less than the maximum $8.6 million, but regardless of the amount paid for the second tranche, the Company will still acquire at least 51% of Savitech.

 

The Company recorded the purchase of Savitech as a business acquisition and now consolidates Savitech into its operations, based on the voting model, with a non-controlling interest related to the interest the Company does not own in Savitech. The Company made its investment in Savitech in order to increase the Company’s integrated circuit business.   Total purchase consideration recorded was $13.9 million. The goodwill will not be tax deductible. The Company also incurred acquisition costs of approximately $0.1 million that were recognized in selling, general and administrative expense. The table below sets forth the fair value of the assets and liabilities recorded in the acquisition and the corresponding line item in which the item is recorded in our condensed consolidated balance sheet at the date of acquisition.

 

 

Cash and cash equivalents

 

$

6.2

 

Prepaid expenses and other

 

 

0.7

 

Goodwill

 

 

13.9

 

Intangible assets, net

 

 

6.1

 

Other long-term assets

 

 

0.4

 

Accrued liabilities and other

 

 

9.9

 

Noncontrolling interest

 

 

11.8