¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class
|
Name of each exchange on which registered
|
Ordinary Shares, par value $0.3 per ordinary share
|
The NASDAQ Global Select Market Inc.*
|
Large accelerated filer ¨
|
Accelerated filer x
|
Non-accelerated filer ¨
|
|
|
Page
|
|
|
|
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
|
4
|
CERTAIN CONVENTIONS
|
|
4
|
PART I
|
|
6
|
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|
|
6
|
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
|
|
6
|
ITEM 3. KEY INFORMATION
|
|
6
|
3.A. Selected Financial Data
|
|
6
|
3.B. Capitalization and Indebtedness
|
|
8
|
3.C. Reason for the Offer and Use of Proceeds
|
|
8
|
3.D. Risk Factors
|
|
9
|
ITEM 4. INFORMATION ON THE COMPANY
|
|
30
|
4.A. History and Development of the Company
|
|
30
|
4.B. Business Overview
|
|
31
|
4.C. Organizational Structure
|
|
54
|
4.D. Property, Plant and Equipment
|
|
56
|
ITEM 4A. UNRESOLVED STAFF COMMENTS
|
|
56
|
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
|
56
|
5.A. Operating Results
|
|
56
|
5.B. Liquidity and Capital Resources
|
|
73
|
5.C. Research and Development
|
|
74
|
5.D. Trend Information
|
|
74
|
5.E. Off-Balance-Sheet Arrangements
|
|
75
|
5.F. Tabular Disclosure of Contractual Obligations
|
|
75
|
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
|
76
|
6.A. Directors and Senior Management
|
|
76
|
6.B. Compensation of Directors and Executive Officers
|
|
77
|
6.C. Board Practices
|
|
78
|
6.D. Employees
|
|
80
|
6.E. Share Ownership
|
|
83
|
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
|
83
|
7.A. Major Shareholders
|
|
83
|
7.B. Related Party Transactions
|
|
84
|
7.C. Interests of Experts and Counsel
|
|
85
|
ITEM 8. FINANCIAL INFORMATION
|
|
85
|
8.A. Consolidated Statements and Other Financial Information
|
|
85
|
8.B. Significant Changes
|
|
86
|
ITEM 9. THE OFFER AND LISTING
|
|
86
|
9.A. Offer and Listing Details
|
|
86
|
9.B. Plan of Distribution
|
|
87
|
9.C. Markets
|
|
87
|
9.D. Selling Shareholders
|
|
87
|
9.E. Dilution
|
|
87
|
9.F. Expenses of the Issue
|
|
87
|
ITEM 10. ADDITIONAL INFORMATION
|
|
87
|
10.A. Share Capital
|
|
87
|
10.B. Memorandum and Articles of Association
|
|
87
|
10.C. Material Contracts
|
|
88
|
10.D. Exchange Controls
|
|
88
|
10.E. Taxation
|
|
88
|
10.F. Dividends and Paying Agents
|
|
91
|
10.G. Statement by Experts
|
|
91
|
10.H. Documents on Display
|
|
91
|
2 | ||
10.I. Subsidiary Information
|
|
91
|
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
91
|
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
|
92
|
12.A. Debt Securities
|
|
92
|
12.B. Warrants and Rights
|
|
92
|
12.C. Other Securities
|
|
92
|
12.D. American Depositary Shares
|
|
92
|
PART II
|
|
93
|
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
|
93
|
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
|
93
|
ITEM 15. CONTROLS AND PROCEDURES
|
|
93
|
ITEM 16. [RESERVED]
|
|
95
|
16.A. Audit Committee Financial Expert
|
|
95
|
16.B. Code of Ethics
|
|
95
|
16.C. Principal Accountant Fees and Services
|
|
95
|
16.D. Exemptions from the Listing Standards for Audit Committees
|
|
96
|
16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
|
96
|
16.F. Chang in Registrant’s Certified Accountant
|
|
97
|
16.G. Corporate Governance
|
|
97
|
16.H. Mine Safety Disclosure
|
|
97
|
PART III
|
|
97
|
ITEM 17. FINANCIAL STATEMENTS
|
|
97
|
ITEM 18. FINANCIAL STATEMENTS
|
|
97
|
ITEM 19. EXHIBITS
|
|
99
|
3 | ||
4 | ||
5 | ||
|
|
Year Ended December 31,
|
|
|||||||||||||
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
|||||
|
|
(in thousands, except per share data)
|
|
|||||||||||||
Consolidated Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from third parties, net
|
|
$
|
245,075
|
|
$
|
304,068
|
|
$
|
374,788
|
|
$
|
485,281
|
|
$
|
684,184
|
|
Revenues from related parties, net
|
|
|
447,306
|
|
|
338,624
|
|
|
258,233
|
|
|
251,974
|
|
|
86,555
|
|
Costs and expenses(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
550,556
|
|
|
507,647
|
|
|
507,449
|
|
|
566,700
|
|
|
578,886
|
|
Research and development
|
|
|
71,364
|
|
|
76,426
|
|
|
79,042
|
|
|
70,913
|
|
|
80,368
|
|
General and administrative
|
|
|
16,346
|
|
|
18,770
|
|
|
17,095
|
|
|
17,139
|
|
|
18,147
|
|
Bad debt expense (recovery)
|
|
|
218
|
|
|
(8,788)
|
|
|
(1,541)
|
|
|
-
|
|
|
173
|
|
Sales and marketing
|
|
|
10,360
|
|
|
13,279
|
|
|
14,368
|
|
|
15,443
|
|
|
18,822
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$
|
43,537
|
|
$
|
35,358
|
|
$
|
16,608
|
|
$
|
67,060
|
|
$
|
74,343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income(2)
|
|
$
|
35,810
|
|
$
|
29,066
|
|
$
|
9,507
|
|
$
|
50,138
|
|
$
|
55,924
|
|
Net income attributable to Himax stockholders
|
|
$
|
39,650
|
|
$
|
33,206
|
|
$
|
10,706
|
|
$
|
51,596
|
|
$
|
61,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per ordinary share attributable to Himax
stockholders(2): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.11
|
|
$
|
0.09
|
|
$
|
0.03
|
|
$
|
0.15
|
|
$
|
0.18
|
|
Diluted
|
|
$
|
0.11
|
|
$
|
0.09
|
|
$
|
0.03
|
|
$
|
0.15
|
|
$
|
0.18
|
|
Earnings per ADS attributable to Himax stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.21
|
|
$
|
0.19
|
|
$
|
0.06
|
|
$
|
0.30
|
|
$
|
0.36
|
|
Diluted
|
|
$
|
0.21
|
|
$
|
0.19
|
|
$
|
0.06
|
|
$
|
0.30
|
|
$
|
0.36
|
|
Weighted-average number of ordinary shares used in
earnings per share computation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
369,652
|
|
|
355,037
|
|
|
353,771
|
|
|
341,056
|
|
|
340,423
|
|
Diluted
|
|
|
370,229
|
|
|
355,690
|
|
|
353,827
|
|
|
341,524
|
|
|
343,618
|
|
Weighted-average number of ADS equivalent used in
earnings per share computation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
184,826
|
|
|
177,518
|
|
|
176,886
|
|
|
170,528
|
|
|
170,211
|
|
Diluted
|
|
|
185,115
|
|
|
177,845
|
|
|
176,914
|
|
|
170,762
|
|
|
171,809
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per ordinary share(3)
|
|
$
|
0.150
|
|
$
|
0.125
|
|
$
|
0.060
|
|
$
|
0.032
|
|
$
|
0.125
|
|
Cash dividends declared per ADS
|
|
$
|
0.300
|
|
$
|
0.250
|
|
$
|
0.120
|
|
$
|
0.063
|
|
$
|
0.250
|
|
Note:
|
(1)
|
The amount of share-based compensation included in applicable costs and expenses categories is summarized as follows:
|
6 | ||
|
|
Year Ended December 31,
|
|
|||||||||||||
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
|||||
|
|
(in thousands)
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
$
|
264
|
|
$
|
240
|
|
$
|
124
|
|
$
|
176
|
|
$
|
235
|
|
Research and development
|
|
|
10,936
|
|
|
8,803
|
|
|
5,062
|
|
|
5,625
|
|
|
6,705
|
|
General and administrative
|
|
|
1,959
|
|
|
1,525
|
|
|
872
|
|
|
1,191
|
|
|
1,308
|
|
Sales and marketing
|
|
|
1,902
|
|
|
1,613
|
|
|
1,005
|
|
|
1,230
|
|
|
1,425
|
|
Total
|
|
$
|
15,061
|
|
$
|
12,181
|
|
$
|
7,063
|
|
$
|
8,222
|
|
$
|
9,673
|
|
(2) | Under the ROC Statute for Upgrading Industries, we are exempt from income taxes for income attributable to expanded production capacity or newly developed technologies. The effect of such tax exemption on our historical results was an increase on net income and basic and diluted earnings per share attributable to our stockholders of $9.4 million, $0.03 and $0.03, respectively, for the year ended December 31, 2009, $3.6 million, $0.01 and $0.01, respectively, for the year ended December 31, 2010, $0.8 million, $0.002 and $0.002, respectively, for the year ended December 31, 2011, $2.9 million, $0.01 and $0.01, respectively, for the year ended December 31, 2012 and $2.4 million, $0.01 and $0.01, respectively, for the year ended December 31, 2013. A portion of these tax exemptions expired or will expire on December 31, 2012, December 31, 2013 and December 31, 2018. |
(3) | The above cash dividends should not be considered representative of the dividends that would be paid in any future periods or our dividend policy. See “Item 8.A.8. Financial InformationDividends and Dividend Policy” for more information on our dividends and our dividend policy. |
|
|
As of December 31,
|
|
|||||||||||||
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
|||||
|
|
(in thousands)
|
|
|||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
110,924
|
|
$
|
96,842
|
|
$
|
106,164
|
|
$
|
138,737
|
|
$
|
127,320
|
|
Accounts receivable, net
|
|
|
64,496
|
|
|
80,212
|
|
|
101,280
|
|
|
135,747
|
|
|
200,725
|
|
Accounts receivable from related parties, net
|
|
|
138,172
|
|
|
95,964
|
|
|
79,833
|
|
|
73,258
|
|
|
-
|
|
Inventories
|
|
|
67,768
|
|
|
117,988
|
|
|
112,985
|
|
|
116,671
|
|
|
177,399
|
|
Total current assets
|
|
|
423,797
|
|
|
485,924
|
|
|
515,709
|
|
|
567,088
|
|
|
639,657
|
|
Total assets
|
|
|
550,448
|
|
|
619,620
|
|
|
644,978
|
|
|
674,598
|
|
|
759,327
|
|
Accounts payable
|
|
|
88,079
|
|
|
115,922
|
|
|
134,353
|
|
|
135,546
|
|
|
151,290
|
|
Total current liabilities
|
|
|
120,651
|
|
|
205,748
|
|
|
245,360
|
|
|
242,117
|
|
|
303,833
|
|
Total liabilities
|
|
|
126,376
|
|
|
212,644
|
|
|
249,920
|
|
|
246,440
|
|
|
307,112
|
|
Redeemable noncontrolling interest
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,656
|
|
Ordinary shares
|
|
|
107,404
|
|
|
106,153
|
|
|
107,010
|
|
|
107,010
|
|
|
107,010
|
|
Total equity
|
|
|
424,072
|
|
|
406,976
|
|
|
395,058
|
|
|
428,158
|
|
|
448,559
|
|
7 | ||
|
|
Year Ended December 31,
|
|
|||||||||||||
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
|||||
|
|
(in thousands)
|
|
|||||||||||||
Consolidated Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
$
|
73,630
|
|
$
|
57,631
|
|
$
|
43,448
|
|
$
|
52,167
|
|
$
|
51,123
|
|
Net cash used in investing activities
|
|
|
(7,541)
|
|
|
(17,599)
|
|
|
(10,197)
|
|
|
(695)
|
|
|
(30,525)
|
|
Net cash used in financing activities
|
|
|
(90,779)
|
|
|
(54,195)
|
|
|
(24,015)
|
|
|
(18,931)
|
|
|
(32,103)
|
|
|
|
Noon Buying Rate
|
|
||||||
|
|
Average(1)
|
|
High
|
|
Low
|
|
Period-end
|
|
|
|
(NT dollars per U.S. dollar)
|
|
||||||
Period
|
|
|
|
|
|
|
|
|
|
2009
|
|
32.96
|
|
35.21
|
|
31.95
|
|
31.95
|
|
2010
|
|
31.39
|
|
32.43
|
|
29.14
|
|
29.14
|
|
2011
|
|
29.42
|
|
30.67
|
|
28.50
|
|
30.27
|
|
2012
|
|
29.47
|
|
30.28
|
|
28.96
|
|
29.05
|
|
2013
|
|
29.73
|
|
30.20
|
|
28.93
|
|
29.83
|
|
October
|
|
29.38
|
|
29.49
|
|
29.32
|
|
29.42
|
|
November
|
|
29.52
|
|
29.65
|
|
29.37
|
|
29.59
|
|
December
|
|
29.72
|
|
30.03
|
|
29.53
|
|
29.83
|
|
2014
|
|
|
|
|
|
|
|
|
|
January
|
|
30.14
|
|
30.31
|
|
29.90
|
|
30.31
|
|
February
|
|
30.31
|
|
30.37
|
|
30.25
|
|
30.29
|
|
March
|
|
30.40
|
|
30.65
|
|
30.24
|
|
30.20
|
|
April(through April 4)
|
|
30.26
|
|
30.29
|
|
30.20
|
|
30.20
|
|
Note:
|
(1)
|
Annual averages are calculated by averaging month-end rates for the relevant year. Monthly averages are calculated by averaging daily rates for the relevant period.
|
8 | ||
· | lower-than-expected demand for end-use products that incorporate TFT-LCD panels; |
· | a surge in industrial manufacturing capacity due to the ramping up of new fabrication facilities and/or improvements in production yields; and |
· | manufacturers operating at high levels of capacity utilization in order to reduce fixed costs per panel. |
9 | ||
10 | ||
· | consumer demand and the general economic conditions; |
· | the cyclical nature of both the TFT-LCD industry, including fluctuations in average selling prices, and its downstream industries; |
· | the speed at which TFT-LCD panel manufacturers expand production capacity; |
· | brand companies’ continued need for original equipment manufacturing services provided by TFT-LCD panel manufacturers; |
· | access to raw materials, components, equipment and utilities on a timely and economical basis; |
· | technological changes; |
· | the rescheduling and cancellation of large orders; |
· | access to funding on satisfactory terms; and |
· | fluctuations in the currencies of TFT-LCD panels exporting countries against the U.S. dollar. |
11 | ||
· | hire, train, integrate, retain and manage additional qualified engineers, senior managers, sales and marketing personnel, and information technology personnel; |
· | implement additional, and improve existing, administrative and operations systems, procedures and controls; |
· | expand our accounting and internal audit team, including hiring additional personnel with U.S. GAAP and internal control expertise; |
· | continue to expand and upgrade our design and product development capabilities; |
· | manage multiple relationships with semiconductor manufacturing service providers, customers, suppliers and certain other third parties; and |
· | continue to develop and commercialize non-driver products, including, among others, timing controllers, touch controller ICs, TFT-LCD television and monitor semiconductor solutions, LCOS and MEMS microdisplays, power ICs, CMOS image sensors and wafer level optics products. |
12 | ||
· | our ability to accurately forecast shipments, average selling prices, cost of revenues, operating expenses, non-operating income/loss, foreign currency exchange rates, and tax rates; |
· | our ability to transfer any increase in unit costs to our customers; |
· | our ability to accurately perform various tests, estimations and projections, including with respect to the write-down on slow or obsolete inventories, the impairment of long-lived assets, the collectibility of accounts receivable, and the realization of deferred tax assets; |
· | our ability to successfully design, develop and introduce in a timely manner new or enhanced products acceptable to our customers; |
· | changes in the relative mix in the unit shipments of our products, which may have significantly different average selling prices and cost of revenues as a percentage of revenues; |
· | changes in share-based compensation; |
· | the loss of one or more of our key customers; |
· | decreases in the average selling prices of our products; |
· | our accumulation and write-down of inventory; |
· | the relative unpredictability in the volume and timing of customer orders; |
· | shortages of other components used in the manufacture of TFT-LCD panels; |
· | the risk of cancellation or deferral of customer orders in anticipation of our new products or product enhancements, or due to a reduction in demand of our customers’ end product; |
· | changes in our payment terms with our customers and our suppliers; |
· | our ability to negotiate favorable prices with customers and suppliers; |
· | our ability to hedge foreign exchange risks; |
· | changes in the available capacity of semiconductor manufacturing service providers; |
· | the rate at which new markets emerge for new products under development; |
· | the evolution of industry standards and technologies; |
· | product obsolescence and our ability to manage product transitions; |
· | increase in cost of revenues due to inflation; |
· | our involvement in litigation or other types of disputes; |
13 | ||
· | changes in general economic conditions, especially the impact of the global financial crisis on economic growth and consumer spending, and the unease in the Middle East; |
· | changes in our tax exemptions, transfer pricing policy and applicable income tax regulations; and |
· | natural disasters, particularly earthquakes and typhoons, or outbreaks of disease affecting countries where we conduct our business or where our products are manufactured, assembled or tested. |
14 | ||
· | failure to secure necessary manufacturing capacity, or being able to obtain required capacity only at higher costs; |
· | risks of our proprietary information leaking to our competitors through the foundries we use; |
· | limited control over delivery schedules, quality assurance and control, manufacturing yields and production costs; |
· | the unavailability of, or potential delays in obtaining access to, key process technologies; and |
· | financial risks of certain of our foundry suppliers, including those that are owned by ailing dynamic random access memory, or DRAM, companies. |
· | potential capacity constraints faced by the limited number of high-voltage foundries and the lack of investment in new and existing high-voltage foundries; |
· | difficulty in attaining consistently high manufacturing yields from high-voltage foundries; |
· | delay and time required (approximately one year) to qualify and ramp up production at new high-voltage foundries; and |
· | price increases. |
15 | ||
16 | ||
17 | ||
18 | ||
· | stop selling products or using technology or manufacturing processes that contain the allegedly infringing intellectual property; |
· | pay damages to the party claiming infringement; |
· | attempt to obtain a license for the relevant intellectual property, which may not be available on commercially reasonable terms or at all; and |
· | attempt to redesign those products that contain the allegedly infringing intellectual property with non-infringing intellectual property, which may not be possible. |
19 | ||
· | problems integrating the acquired operations, technologies or products into our existing business and products; |
· | diversion of management’s time and attention from our core business; |
· | adverse effects of losses of the acquired target upon our financial condition and results of operations; |
· | adverse effects on existing business relationships with customers; |
· | the need for financial resources above our planned investment levels; |
· | dilution of share ownership of current shareholders under share swap transactions; |
· | failures in realizing anticipated synergies; |
· | difficulties in retaining business relationships with suppliers and customers of the acquired company; |
· | risks associated with entering markets in which we lack experience; |
· | potential loss of key employees of the acquired company; |
· | potential write-offs of acquired assets; |
20 | ||
· | potential expenses related to the depreciation of tangible assets and amortization of intangible assets; and |
· | potential impairment charges related to the goodwill acquired. |
21 | ||
22 | ||
23 | ||
24 | ||
25 | ||
(i) | Effective starting January 1, 2015, a profit-seeking enterprise (“PSE”) that directly or indirectly owns affiliated enterprises in low-tax jurisdictions outside the territory of the ROC shall recognize and include its pro rata share of affiliated enterprises’ annual profits as investment income in its income tax return for the year. Subsequent actual dividends and distributions from such affiliated enterprises that were previously recognized as investment income will then not be subject to income taxation; any surplus to previously recognized investment income shall be included as taxable income in the allocated year. Low-tax jurisdictions are defined as countries where the PSE income tax rate is lower than 30% of the income tax rate of the PSE in the ROC (the current rate is 17%). (Article 43-3 CFC rules); and |
(ii) | Effective starting January 1, 2015, if a PSE is incorporated based on foreign legislation but its place of effective management (PEM) is maintained within the territory of the ROC, the head office of such PSE will be determined to be within the territory of the ROC and profit-seeking enterprise income tax shall be levied in accordance with the ITA and relevant tax regulations. The aforementioned PEM refers to a place where substantive key management and commercial decisions of an entity’s business and its operations are made. The relevant definition and provisions shall be determined by the MOF. (Article 43-4 Resident Companies rule). |
· | actual or anticipated fluctuations in our quarterly operating results; |
· | changes in financial estimates by securities research analysts; |
· | conditions in the TFT-LCD panel market; |
· | changes in the economic performance or market valuations of other display semiconductor companies; |
· | announcements by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital commitments; |
· | the addition or departure of key personnel; |
· | fluctuations in exchange rates between the U.S. dollar and the NT dollar; |
26 | ||
· | litigation related to our intellectual property; and |
· | the release of lock-up or other transfer restrictions on our outstanding ADSs or sales of additional ADSs. |
27 | ||
28 | ||
· | directors who are interested in a transaction do not have a statutory duty to disclose such interest and there are no provisions under the Cayman Islands Companies Law which render such director liable to the company for any profit realized pursuant to such transaction. Our articles of association, however, contain provisions that require our directors to disclose their interest in a transaction; |
· | dissenting shareholders do not have comparable appraisal rights if a scheme of arrangement is approved by the Grand Court of the Cayman Islands; |
· | shareholders may not be able to bring class action or derivative action suits before a Cayman Islands court except in certain exceptional circumstances; and |
· | unless otherwise provided under the memorandum and articles of association of the company, shareholders do not have the right to bring business before a meeting or call a meeting. |
29 | ||
30 | ||
· | Display Driver. The display driver receives image data from the timing controller and delivers precise analog voltages or currents to create images on the display. The two main types of display drivers for a TFT-LCD panel are gate drivers and source drivers. Gate drivers turn on the transistor within each pixel cell on the horizontal line on the panel for data input at each row. Source drivers receive image data from the timing controller and generate voltage that is applied to the liquid crystal within each pixel cell on the vertical line on the panel for data input at each column. The combination determines the colors generated by each pixel. Typically multiple gate drivers and source drivers are installed separately on the panel. However, for certain small and medium-sized applications, gate drivers and source drivers are integrated into a single chip due to space and cost considerations. Large-sized panels typically have higher resolution and require more display drivers than small and medium-sized panels. |
· | Timing Controller. The timing controller receives image data and converts the format for the source drivers’ input. The timing controller also generates controlling signals for gate and source drivers. Typically, the timing controller is a discrete semiconductor in large-sized TFT-LCD panels. For certain small and medium-sized applications, however, the timing controller may be integrated with display drivers. |
· | Scaler. For certain displays, a scaler is installed to magnify or shrink image data in order for the image to fill the panel. |
31 | ||
· | Operational Amplifier. An operational amplifier supplies the reference voltage to source drivers in order to make their output voltage uniform. |
· | Television Chipset. Television flat panel displays require chipsets that typically contain all or some of the following components: an audio processor, analog interfaces, digital interfaces, a video processor, a channel receiver and a digital television decoder. See “ProductsTFT-LCD Television and Monitor Semiconductor SolutionsTFT-LCD Television and Monitor Chipsets” for a description of these components. |
· | Power IC. Power ICs include certain drivers, amplifiers, DC to DC converters and other semiconductors designed to enhance power management, such as voltage regulation, voltage boosting and battery management. |
· | Others. Flat panel displays also require multiple general purpose semiconductors such as memory, power converters and inverters. |
32 | ||
· | display drivers and timing controllers; |
· | touch controller ICs; |
· | TFT-LCD television and monitor semiconductor solutions; |
· | IP and ASIC service; |
· | LCOS and MEMS products; |
33 | ||
· | power ICs; |
· | CMOS image sensor product; and |
· | wafer level optics products. |
· | Resolution and Number of Channels. Resolution refers to the number of pixels per line multiplied by the number of lines, which determines the level of fine detail within an image displayed on a panel. For example, a color display screen with 1,024 x 768 pixels has 1,024 red columns, 1,024 green columns and 1,024 blue columns for a total of 3,072 columns and 768 rows. The red, green and blue columns are commonly referred to as “RGB.” Therefore, the display drivers need to drive 3,072 column outputs and 768 row outputs. The number of display drivers required for each panel depends on the resolution of the panel and the number of channels per display driver. For example, an XGA (1,024 x 768 pixels) panel requires eight 384-channel source drivers (1,024 x 3 = 384 x 8) and three 256-channel gate drivers (768 = 256 x 3), while a full HD (1,920 x 1,080 pixels) panel requires eight 720-channel source drivers and four 270-channel gate drivers. The number of display drivers required can be reduced by using drivers with a higher number of channels. For example, a full HD panel can have six 960-channel source drivers instead of eight 720-channel source drivers. Thus, using display drivers with a higher number of channels can reduce the number of display drivers required for each panel, although display drivers with a higher number of channels typically have higher unit costs. |
· | Color Depth. Color depth is the number of colors that can be displayed on a screen, which is determined by the number of shades of a color, also known as gray scale, that can be shown by the panel. For example, a 6-bit source driver is capable of generating 26 x 26 x 26 = 218, or 262K colors, and similarly, an 8-bit source driver is capable of generating 16 million colors. Typically, for TFT-LCD panels currently in commercial production, 262K, 16 million and 1 billion colors are supported by 6-bit, 8-bit and 10-bit source drivers, respectively. |
· | Operational Voltage. A display driver operates with two voltages: the input voltage (which enables it to receive signals from the timing controller) and the output voltage (which, in the case of source drivers, is applied to liquid crystals and, in the case of gate drivers, is used to switch on the TFT device). Source drivers typically operate at input voltages from 3.3 to 1.8 volts and output voltages ranging from 7 up to24 volts. Gate drivers typically operate at input voltages from 3.3 to 1.8 volts and output voltages ranging from 10 to 50 volts. Lower input voltage saves power and lowers electromagnetic interference, or EMI. Output voltage may be higher or lower depending on the characteristics of the liquid crystal (or diode), in the case of source drivers, or TFT device, in the case of gate drivers. |
34 | ||
· | Gamma Curve. The relationship between the light passing through a pixel and the voltage applied to it by the source driver is nonlinear and is referred to as the “gamma curve” of the source driver. Different panel designs and manufacturing processes require source drivers with different gamma curves. Display drivers need to adjust the gamma curve to fit the pixel design. Due to the materials and processes used in manufacturing, panels may contain certain imperfections which can be corrected by the gamma curve of the source driver, a process which is generally known as “gamma correction.” For certain types of liquid crystal, the gamma curves for RGB cells are significantly different and thus need to be independently corrected. Some advanced display drivers feature three independent gamma curves for RGB cells. |
· | Driver Interface. Driver interface refers to the connection between the timing controller and display drivers. Display drivers increasingly require higher bandwidth interface technology to address the larger data volume necessary for video images. Panels used for higher data transmission applications, such as televisions, require more advanced interface technology. The principal types of interface technologies are transistor-to-transistor logic, or TTL, reduced swing differential signaling, or RSDS, mini-low voltage differential signaling, or mini-LVDS, and point-to-point high speed interface. Among these, RSDS, mini-LVDS and point-to-point interface were developed as low power, low noise and low amplitude methods for high-speed data transmission using fewer copper wires and resulting in lower EMI. Moreover, there are some panel manufacturers developing their proprietary point-to-point interfaces, such as embedded panel interface, or EPI, and advanced intra-panel interface, or AIPI, |
· | Package Type. The assembly of display drivers typically uses TAB and COG package types. COF and TCP are two types of TAB packages, of which COF packages have become predominantly used in recent years. Customers typically determine the package type required according to their specific mechanical and electrical considerations. In general, display drivers for small-sized panels use COG package types, whereas display drivers for large-sized panels primarily use TAB package types and, to a lesser extent, COG package types. |
35 | ||
Product
|
|
Features
|
|
TFT-LCD Source Drivers
|
|
·
|
384 to 1,446 output channels
|
|
|
·
|
6-bit (262K colors), 8-bit (16 million colors) or 10-bit (1 billion colors)
|
|
|
·
|
one gamma-type driver
|
|
|
·
|
two gamma-type driver to improve display quality
|
|
|
·
|
three gamma-type drivers (RGB independent gamma curve to enhance color image)
|
|
|
·
|
output driving voltage ranging from 7 upto 24V
|
|
|
·
|
input logic voltage ranging from standard 3.3V to low power 1.8V and support half VDDA
|
|
|
·
|
low power consumption and low EMI
|
|
|
·
|
support COF and COG package types
|
|
|
·
|
support TTL, RSDS, mini-LVDS (up to 480MHz), cascade modulated driver interface, or CMDI, point-to-point high speed interface and customized interface technologies
|
|
|
·
|
support dual gate and triple gate panel designs
|
|
|
|
|
TFT-LCD Gate Drivers
|
|
·
|
192 to 1600 output channels
|
|
|
·
|
output driving voltage ranging from 10 up to 50v
|
|
|
·
|
input logic voltage ranging from standard 3.3V to low power 1.8V
|
|
|
·
|
low power consumption
|
|
|
·
|
support COF and COG package types
|
|
|
·
|
support dual gate and triple gate panel designs
|
|
|
|
|
Timing Controllers
|
|
·
|
product portfolio supports a wide range of resolutions, from VGA (640 x 480 pixels) to full HD (1,920 x 1,080 pixels, 1,920 x 1,200 pixels and 3840 x 2160)
|
|
|
·
|
support TTL, RSDS, mini-LVDS, DETTL, turbo RSDS, CMDI, point-to-point high speed interface and customized output interface technologies
|
|
|
·
|
input logic voltage ranging from standard 3.3V to low power 1.2V
|
|
|
·
|
embedded overdrive function to improve response time
|
|
|
·
|
support CABC to save power and color engine to enhance color and sharpness
|
|
|
·
|
support TTL, LVDS, eDP, MIPI and V-by-one input interface technologies
|
|
|
·
|
support dual-gate and triple-gate panel designs
|
36 | ||
Product
|
|
Features
|
|
Mobile Handset Display Drivers
|
|
|
|
|
|
·
|
highly integrated single chip embedded with the source driver, gate driver, power circuit, timing controller and memory
|
|
|
·
|
suitable for a wide range of resolutions from QQVGA (128 x 160 pixels) to FHD (1080 x 1920 pixels)
|
|
|
·
|
support up to 16 million colors
|
|
|
·
|
support RGB separated gamma adjustment
|
|
|
·
|
support CABC
|
|
|
·
|
support color enhancement features including saturation, brightness, and sharpness enhancement
|
|
|
·
|
support MIPI interface
|
|
|
·
|
support RAM-less, 1/2 RAM, or 1/3 RAM compression technologies
|
|
|
·
|
low power consumption and low EMI
|
|
|
·
|
fewer external components to reduce costs
|
|
|
·
|
slimmer die for compact module to fit smaller mobile handset designs
|
|
|
·
|
application specific integrated circuits, or ASIC, can be designed to meet customized requirements
|
37 | ||
Product
|
|
|
Features
|
TFT-LCD Source Drivers
|
|
·
|
240 to 1,536 output channels
|
|
|
·
|
products for analog and digital interfaces
|
|
|
·
|
support 262K colors to 16.7 million colors
|
|
|
·
|
input logic voltage ranging from standard 3.3V to low power 1.8V
|
|
|
·
|
low power consumption and low EMI
|
|
|
|
|
TFT-LCD Gate Drivers
|
|
·
|
96 to 1,600 output channels
|
|
|
·
|
input logic voltage ranging from standard 3.3V to low power 1.8V
|
|
|
·
|
output driving voltage ranging from 10 to 40V
|
|
|
|
|
TFT-LCD Integrated Drivers
|
|
·
|
highly integrated single chip embedded with source driver, gate driver, timing controller and power circuit
|
|
|
·
|
resolutions include WVGA (846 x 480 pixels), SVGA (800 x 600 pixels),WSVGA (1,024 x 600 pixels), WXGA (1,280 x 800 pixels), and WUXGA(1920 x 1200 pixels)
|
|
|
·
|
products for digital interfaces and high speed serial interface
|
|
|
·
|
low power consumption
|
|
|
·
|
CABC function integrated for backlight power saving
|
|
|
|
|
AMOLED integrated Driver
|
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·
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highly integrated single chip embedded with source driver and timing controller for LTPS and power circuit
|
|
|
·
|
resolutions include WVGA(480x800 pixels),FWVGA(480x854 pixels), qHD(540x960 pixels)
|
|
|
|
|
Timing Controllers
|
|
·
|
products for digital interfaces/high speed interface
|
|
|
·
|
products for Tablet/Netbook/Ultrabook
|
|
|
·
|
support various resolutions from 1024x600 pixels to 1920 x1200 pixels
|
38 | ||
Product
|
|
|
Features
|
Capacitive Touch Controller
|
|
·
|
complete single chip touch controller solutions for handheld devices, supporting smartphones, tablet PCs, and laptop PCs
|
|
|
·
|
real multi-point capability support of up to 10 points
|
|
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·
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mass production with GG, GFF and one glass solution (“OGS”) without shielding layer
|
|
|
·
|
support ultra low cost one layer multi-touch (OLM) solution on GF, GG, OGS, or On-cell touch sensors
|
|
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·
|
support advanced functions such as passive stylus, glove, proximity sensor replacement, etc
|
|
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·
|
minimum components: simple, neat, and flexible mechanical design
|
Product
|
|
|
Features
|
Monitor Scaler Integrated Solutions
|
|
·
|
ideal for monitor applications
|
|
|
·
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integrated with high performance ADC and scaler
|
|
|
·
|
built-in HDMI 1.4a and DVI receiver
|
|
|
·
|
built-in audio digital-to-analog converter
|
|
|
·
|
built-in high performance color engine
|
|
|
·
|
integrated high speed MCU
|
|
|
·
|
integrated with timing control for additional cost-down
|
|
|
·
|
input /output resolutions range from 640 x 480 pixels up to 1,920 x 1,080 pixel.
|
|
|
·
|
integrated 2D to 3D conversion
|
|
|
·
|
integrated 3D format conversion
|
|
|
·
|
G5 1A and 1A1D can use the same PCB and reduce PCBA cost
|
|
|
·
|
G5 1A1D can resolve YCbCr color problem of DVI
|
Product
|
|
|
Features
|
RV5 Pro 3D Glasses-free Solutions
|
|
·
|
support multi-view (2~9 views) parallax barrier and lenticular lens for 3D auto-stereo glasses-free displays
|
|
|
·
|
the state-of-the-art real 2D as well as 3D depth generator for multi-view controller
|
|
|
·
|
both 2D content (one view) and real 3D content (two views) can be synthesized for multi-view display
|
|
|
·
|
precise disparity control for view synthesis and 3D parameters are configurable
|
|
|
·
|
support auto disparity control mechanism to optimize parallax
|
|
|
·
|
support universal 3D output formatter D
|
|
|
·
|
support Anchor point for position adjustment
|
|
|
·
|
support all 3D format conversion including 2D+Z and 4/8/9 tiled image to 3D multi-view display (A02 version)
|
39 | ||
Product
|
|
|
Features
|
|
|
·
|
support display resolution up to 1920x1200 for LVDS interface and WXGA for TTL interface inter-bridge between MIPI, LVDS and TTL
|
|
|
|
|
RV2H 2D to 3D Conversion Solutions
|
|
·
|
support HDMI 1.4 3D format input including 3D format
|
|
|
·
|
support 2D mode, 2D to 3D mode, 3D to 2D mode and 3D bypass/converter mode
|
|
|
·
|
support resolution up to full HD with 10 bits deep color
|
|
|
·
|
built-in de-interlace and scaler
|
|
|
·
|
built-in 2D to 3D engine
|
|
|
·
|
built-in Frame rate conversion which can output 120 Hz frame rate
|
|
|
·
|
built-in 64 mega bits SDR chip
|
|
|
·
|
TTL interface supports up to 1920 x 1080 RGB 888 resolution
|
|
|
·
|
TTL interface supports up to 12 bits RGB/YUV
|
|
|
·
|
built-in 3D glass sync and L/R sync signal
|
Product
|
|
|
Features
|
Real 3D Depth Controllable (R3D) IP
|
|
·
|
state-of-the-art real 3D depth controllable technology for healthy and comfortable 3D
|
|
|
·
|
safe disparity angel is configurable and can meet each country’s 3D regulation in real 3D mode
|
|
|
·
|
precise disparity control for view synthesis and parameters are configurable
|
|
|
·
|
support 3D fatigue warning
|
|
|
·
|
support various 3D Visual Protection modes
|
|
|
·
|
3D content accommodation error detection and correction
|
|
|
·
|
easily integrated into existing Projector, TV, Monitor, Box, DVD, and DPF system SoC with 3D features
|
|
|
|
|
2D to 3D Conversion IP
|
|
·
|
state-of-the-art 2D-to-3D conversion algorithms for transforming any 2D video content to 3D video sequence and supporting different 3D display
|
|
|
·
|
support auto-scene detection and various scene modes
|
|
|
·
|
precise disparity control for view synthesis and parameters are configurable
|
|
|
·
|
Support configurable stereoscopic density for both modes including in front of screen call pulled and behind the screen call push
|
|
|
·
|
easily integrated into existing Projector, TV, monitor, box, DVD, and DPF system SoC with 3D features
|
40 | ||
Product
|
|
|
Features
|
Motion Estimation and Motion Compensation (“MEMC”) IP
|
|
·
|
Including efficient motion estimation, motion compensation, and film mode detection engines to implement dejudder and halo reduction
|
|
|
·
|
support 2D & 3D MEMC glasses-free 3D displays based on perfect viewing angle adjustment
|
|
|
·
|
support video format: (1) Max. horizontal size: 2048, (2) Max. vertical size: 1200, (3) Min. horizontal size: 640, (4) Min. vertical size: 480, (5) 3D structure supported and (6) 10 bits color depth
|
|
|
·
|
video processing engine features: (1) Search range: +/-192(H) and +/-40(V), (2) De-judder and halo-reduction, (3) Auto film mode detection (3:2 and 2:2), (4) FRUC: 24 to120, 24_to 30, 24_to 60, 60_to 120, 50_to 100, 25_to 100 and (5) Demo mode: left/right or top/bottom split FRUC using frame repetition
|
|
|
·
|
easily integrated into existing portable DVD, DPF, Pad like, mobile system SoC with 3D features
|
|
|
|
|
SunLight Readable IP
|
|
·
|
improve sunlight readability under bright sunlight environment
|
|
|
·
|
smart contrast enhancement processing for shadow, mid-tone and highlight grey level respectively
|
|
|
·
|
pixel based contrast adjustment
|
|
|
·
|
adapt video content dynamically
|
|
|
·
|
support automatic adjustment based on ambient light sensor input
|
|
|
·
|
support manual adjustment based on manual enhancement level setting
|
|
|
·
|
no frame buffer is required
|
|
|
·
|
low power and compact architecture
|
|
|
|
|
Super High Resolution IP
|
|
·
|
high quality resolution up-conversion without image blur or side-effect such as zigzag artifact and ringing artifact
|
|
|
·
|
synthesize rich details with texture extraction capability by database-free architecture
|
|
|
·
|
support various levels of reality enhance effect
|
|
|
·
|
any resolution up-conversion without arbitrary ratio limitation
|
|
|
·
|
real-time single-frame conversion, no extra external memory requirement
|
|
|
·
|
easily integrated into existing Projector, TV, Monitor, Box, DVD, and Surveillance system SoC with scaler functionality
|
|
|
|
|
Embedded Visual Lossless Compression IP
|
|
·
|
proprietary technologies near lossless compression for embedded frame buffer can reduce bandwidth and power consumption for SOC application
|
|
|
·
|
compression Ratio: 2x~3x
|
|
|
·
|
reduce image storage capacity and transmission time
|
|
|
·
|
offer two color domain compression: YUV / RGB
|
|
|
·
|
support real-time compress/decompress with low latency delay for video processor application
|
|
|
·
|
block-based / frame-based data access encode/decode
|
Product
|
|
|
Features
|
HDMI Transmitter and Receiver IP
|
|
·
|
provide configurable HDMI digital controllers and high-speed mixed signal Physical Layer IP (“PHY”)
|
41 | ||
Product
|
|
|
Features
|
|
|
·
|
fully compliant with HDMI 1.4a specifications and received the ATC certification
|
|
|
|
|
Mobile Industry Processor Interface (“MIPI”) and Display Serial Interface (“DSI”) IP
|
|
·
|
fully compliant with the DSI version 1.01
|
|
|
· | support the physical adapter layer of the D-PHY specification version 1.00 |
|
|
·
|
support both command and video modes providing the greatest range of flexibility
|
|
|
|
|
VBO IP
|
|
·
|
fully compliant with the V-by-One® HS Standard Version 1.3
|
|
|
· | provide configurable VBO digital controllers and high-speed mixed signal PHY |
|
|
· | designed for supporting high-speed video data transmission between the host device and display device, especially UltraHD TV application |
|
|
|
|
eDP IP
|
|
·
|
fully support eDP v1.3 compliant
|
|
|
· | support data rate: 2.7Gbps or 1.62Gbps per lane |
|
|
· | Low power design for mobile application |
|
|
|
|
ADC IP
|
|
·
|
8-bit, 210MHz analog IP which is suitable for analog R/G/B or Y/Pb/Pr signal input from PC or consumer product
|
|
|
· |
|
|
|
· |
|
Product
|
|
|
Features
|
ASIC Service
|
|
·
|
based on our video processor and Hi-TCON platform solutions including video processor and timing controller platform
|
|
|
·
|
support video input/output interfaces like LVDS, HDMI, DVI, VBO, Display port, MIPI, MHL, etc.
|
|
|
·
|
built-in 8/32- bit microprocessor built-in video processing algorithm like super-high resolution, sun-light readable, MEMC, FRC, etc
|
|
|
·
|
built-in 3D feature technologies like 2D-to-3D, Glasses-free 3D, 3D multi-view, 3D visual protection, etc.
|
|
|
·
|
support 4K x 2K display
|
|
|
·
|
support advanced timing controller technologies like smart contrast enhance, local dimming, EVLC, and energy saving
|
42 | ||
Product
|
|
|
Size and Resolution
|
Color-Filter LCOS Microdisplays
|
|
·
|
0.28” (320x240 pixels) QVGA
|
|
|
·
|
0.38” (640x360 pixels) nHD
|
|
|
·
|
0.44” (640x480 pixels) VGA
|
|
|
·
|
0.59” (800x600 pixels) SVGA
|
|
|
·
|
Customized design
|
|
|
|
|
Color-Sequential LCOS Microdisplays
|
|
·
|
0.22” (640 x 360 pixels) nHD
|
|
|
·
|
0.28” (852 x 480 pixels) WVGA
|
|
|
·
|
0.38” (640 x 480 pixels) VGA
|
|
|
·
|
0.37” (800 x 600 pixels) SVGA
|
|
|
·
|
0.37” (1366 x 768 pixels) WXGA
|
|
|
·
|
0.45” (1024 x 768 pixels) XGA
|
|
|
·
|
Customized design
|
|
|
|
|
MEMS
|
|
·
|
0.55” (1280 x 800 pixels) WXGA
|
Product
|
|
|
Features
|
Integrated Multi-Channel Power Solutions
|
|
·
|
built-in power MOSFET
|
for Notebooks |
|
·
|
step-up PWM converter
|
|
|
·
|
charge pump regulator
|
|
|
·
|
LDO regulator
|
|
|
·
|
voltage detector
|
|
|
·
|
gate pulse modulator
|
|
|
·
|
Vcom operational amplifier
|
|
|
·
|
with/without LED drivers
|
|
|
·
|
smart PWM control
|
43 | ||
Product
|
|
|
Features
|
|
|
|
|
Integrated Multi-Channel Power Solutions for Monitors
|
|
·
|
built-in power MOSFET
|
|
|
·
|
step-up PWM converter
|
|
|
·
|
HV LDO regulator
|
|
|
·
|
voltage detector
|
|
|
·
|
gate pulse modulator
|
|
|
·
|
programmable Vcom voltage / Vcom operational amplifier
|
|
|
·
|
level shifter
|
|
|
|
|
Integrated Multi-Channel Power Solutions for TVs
|
|
·
|
built-in power MOSFET
|
|
|
·
|
step-up PWM converter
|
|
|
·
|
step-down PWM converter
|
|
|
·
|
charge pump regulator
|
|
|
·
|
HV LDO regulator
|
|
|
·
|
voltage detector
|
|
|
·
|
gate pulse modulator
|
|
|
·
|
Vcom operational amplifier
|
|
|
·
|
I2C programmable
|
|
|
·
|
level shifter
|
Product
|
|
|
Features
|
WLED Drivers for NB
|
|
·
|
4.5V to 24V input voltage range
|
|
|
·
|
built-in 1.3MHz step-up PWM converter (max. boost voltage: 40V)
|
|
|
·
|
8 constant current source channels
|
|
|
·
|
capable of driving up to 10 LEDs in serial for each channel
|
|
|
|
|
WLED Drivers for LED MNT
|
|
·
|
5V to 33V input voltage range
|
|
|
·
|
built-in 2MHz step-up PWM controller
|
|
|
·
|
2/4/8 constant current source channels
|
|
|
·
|
up to 200mA per channel
|
|
|
·
|
60V sustainable voltage for LED pins
|
|
|
·
|
capable of driving up to 16 LEDs in serial for each channel
|
|
|
|
|
WLED Drivers for LED TV
|
|
·
|
8V to 33V input voltage range
|
|
|
·
|
8-channel current sinks
|
|
|
·
|
up to 90mA per channel
|
|
|
·
|
60V sustainable voltage for LED pins
|
|
|
|
|
LED Drivers for lighting
|
|
·
|
universal input range
|
|
|
·
|
no flicker
|
|
|
·
|
ultra low current ripple
|
|
|
·
|
OCC for PF
|
|
|
·
|
Dimmable
|
44 | ||
Product
|
|
|
Features
|
8MP BSI Color Image Sensor
|
|
·
|
BSI in 1/3.2” format color type
|
|
|
·
|
8MP at 30 frames per second, support 1080p and 720p at 30 frames per second
|
|
|
·
|
high dynamic range supported by alternating row and alternating frame approaches
|
|
|
·
|
low power consumption
|
|
|
·
|
10 bit parallel video data port and 4-lane MIPI CSI2 outputs RAW8/10 and RGB565/555/444
|
|
|
|
|
8MP FSI Color Image Sensor
|
|
·
|
1/3.2” format color type
|
|
|
·
|
8MP at 15 frames per second, support 1080p and 720p at 30 frames per second
|
|
|
·
|
advanced ADC architecture to keep outstanding SNR
|
|
|
·
|
state-of-the-art ultra bright pixel
|
|
|
·
|
10 bit parallel video data port and 2-lane MIPI CSI2 outputs RAW8/10, RGB565/555/444
|
|
|
|
|
5MP Color Image Sensor
|
|
·
|
1/4” format color type
|
|
|
·
|
5MP resolution at 30 frames per second, support 720p HD at 83 frames per second and 1080 FHD at 56 frames per second
|
|
|
·
|
compact die size design to support small modules
|
|
|
·
|
10 bit parallel video data port and 2-lane MIPI CSI2 outputs RAW8/10, RGB565/555/444
|
|
|
|
|
5MP Color Image Sensor System on
|
|
·
|
1/4” format color type
|
Chip |
|
·
|
5MP resolution at 15 frames per second (with MJEG), support 720p HD at 30 frames per second and 1080 FHD at 15 frames per second
|
|
|
·
|
VCM driver and MJEG engine embedded
|
|
|
·
|
color processing pipeline including lens shading correction, defect correction, edge enhancement, exposure control with backlight compensation, color de-mosaic, color correction, gamma control, and saturation/hue adjustment
|
|
|
·
|
10 bit parallel video data port and 2-lane MIPI CSI2 outputs RAW8/10, YUV422, RGB565/555/444
|
|
|
|
|
2.0MP ClearViewTM Color Image Sensor
|
|
·
|
1/5” format color type
|
|
|
·
|
ClearViewTM boosts optical performance by lens compensation
|
|
|
·
|
UXGA YUV output at 15 frames per second, 720p HD resolution at 30 frames per second
|
45 | ||
Product
|
|
|
Features
|
|
|
·
|
color processing pipeline including lens correction, defect correction, color de-mosaic, color correction, gamma control, saturation/hue adjustment, and edge enhancement
|
|
|
·
|
multiple video formats including YUV422, RGB565, and ITU656
|
|
|
|
|
HD 720p ClearViewTM System on Chip
|
|
·
|
1/6” format with high sensitivity
|
|
|
·
|
ClearViewTM boosts optical performance by lens compensation
|
|
|
·
|
720p HD resolution at 30 frames per second
|
|
|
·
|
color processing pipeline including lens shading correction, defect correction, edge enhancement, exposure control with backlight compensation, color de-mosaic, color correction, gamma control, and saturation/hue adjustment.
|
|
|
·
|
10 bit parallel video data port and 1-lane MIPI CSI2 outputs RAW8/10, YUV422, RGB565/555/444
|
|
|
|
|
720P Color Image Sensor
|
|
·
|
high Definition 720p CIS
|
|
|
·
|
1/9” format, 1.4um pixel
|
|
|
·
|
30FPS RAW10 and RAW8
|
|
|
·
|
arbitrary cropping at vertical direction
|
|
|
·
|
color processing pipeline including lens correction , Dark Shading compensation, BPC, raw denoise with G1/G2 balance
|
|
|
|
|
VGA BrightSenseTM System on Chip
|
|
·
|
1/13” format color type
|
|
|
·
|
VGA YUV output at 30 frames per second
|
|
|
·
|
color processing pipeline including lens correction, defect correction, color de-mosaic, color correction, gamma control, saturation/hue adjustment, and edge enhancement
|
|
|
·
|
automatic low light and frame rate control
|
|
|
·
|
1-lane MIPI CSI2 outputs RAW, YUV422, RGB565/555/444
|
|
|
|
|
1.3MP ClearSenseTM EDR Color Image
|
|
·
|
1/4” format with ultra high sensitivity
|
Sensor for Automotive and |
|
·
|
ClearSenseTM achieves higher dynamic range in color up to 84dB with on-chip tone mapping
|
Surveillance |
|
·
|
800p and 720p resolution at 30 frames per second
|
|
|
·
|
FlexiTM engine automatically controls dynamic range, exposure, gain, and white balance to balance color fidelity and contrast
|
|
|
·
|
color processing pipeline including lens shading correction, defect correction, edge enhancement, color interpolation and correction, gamma control, and saturation/hue adjustment.
|
|
|
·
|
anti-blooming and dark sun cancellation
|
|
|
·
|
built-in low dropout regulator and power on reset
|
|
|
·
|
10 bit parallel video data port supports RAW, YUV422, and RGB565/555/444
|
|
|
|
|
NTSC/PAL Color Image System on Chip
|
|
·
|
high sensitivity, low noise VGA sensor operating up to 60FPS
|
for Automotive and Surveillance |
|
·
|
visible and near infrared sensitivity
|
|
|
·
|
operation up to 105ºC
|
|
|
·
|
ultra-compact automotive package
|
|
|
·
|
advanced defect correction with built-in temperature sensor
|
|
|
·
|
embedded ISP with programmable automatic exposure and white balance
|
|
|
·
|
optical alignment pixel with crop and zoom to native resolution
|
|
|
·
|
4Kb OTP for sensor initialization, module storage, and overlay setting
|
|
|
·
|
multi-color static overlay engine
|
46 | ||
Product
|
|
|
Features
|
VGA 1 element wafer level lens
|
|
·
|
for 1/11” VGA CIS (2.0µm pixel pitch)
|
|
|
·
|
one-element and two-surface design for cost-competitive market
|
|
|
·
|
double-side manufacture process
|
|
|
·
|
already in mass production
|
|
|
|
|
VGA 1 element wafer level lens
|
|
·
|
for 1/13” VGA CIS (1.75µm pixel pitch)
|
|
|
·
|
one-element and two-surface design for cost-competitive market
|
|
|
·
|
double-side manufacture process
|
|
|
·
|
already in mass production
|
|
|
|
|
HD/1.3M 2 element wafer level lens
|
|
·
|
for 1/9” 1.3M/HD CIS (1.4µm pixel pitch)
|
|
|
·
|
two-element and four-surface design for cost-competitive market
|
|
|
·
|
double-side manufacture process
|
|
|
|
|
Array Lens
|
|
·
|
4*4 Array lens, co-developing with multiple tier-one partners, provide many and varied imaging effects such as stereo, re-focusing, super resolution and perspective shift
|
|
|
·
|
2*2 Array lens, a cost effective solution for array camera, have same features as 4*4 array camera and provide custom array lens solution for customer.
|
|
|
·
|
Micro lens array provides custom solution for light field camera.
|
47 | ||
48 | ||
49 | ||
50 | ||
· | Inner-Lead Bonding: The TCP and COF assembly process involves grinding the bumped wafers into their required thickness and cutting the wafers into individual dies, or chips. An inner lead bonder machine connects the chip to the printed circuit processed tape and the package is sealed with resin at high temperatures. |
· | Final Testing: The assembled display drivers are tested to ensure that they meet performance specifications. Testing takes place on specialized equipment using software customized for each product. |
51 | ||
Wafer Fabrication
|
|
Gold Bumping
|
Globalfoundries Singapore Pte., Ltd.
|
|
Chipbond Technology Corporation
|
Macronix International Co., Ltd.
|
|
Chipmore International Trading Company Ltd.
|
Maxchip Electronics Corp.
|
|
ChipMOS Technologies Inc.
|
Powerchip Technology Corporation
|
|
LB Semicon Co., Ltd.
|
Shanghai Hua Hong NEC Electronics Company, Ltd.
|
|
Nepes Corporation
|
Semiconductor Manufacturing International Corporation
|
|
|
Taiwan Semiconductor Manufacturing Company Limited
|
|
|
United Microelectronics Corporation
|
|
|
Vanguard International Semiconductor Corporation
|
|
|
|
|
|
Processed Tape for TAB Packaging
|
|
Assembly and Testing
|
LG Innotek Co., Ltd.
|
|
Ardentec Corporation
|
Simpal Electronics Co., Ltd.
|
|
Advanced Semiconductor Engineering Inc.
|
Stemco., Ltd.
|
|
Chipbond Technology Corporation(1)
|
Sumitomo Metal Mining Package Material Co., Ltd.
|
|
Chipmore International Trading Company Ltd.
|
|
|
ChipMOS Technologies Inc.
|
|
|
Global Testing Corporation
|
|
|
Greatek Electronics Inc.
|
|
|
Jiangsu Changjiang Electronics Technology Co., Ltd.
|
|
|
King Yuan Electronics Co., Ltd.
|
|
|
Micro Silicon Electronics Corp.
|
|
|
Nepes Corporation
|
|
|
Orient Semiconductor Electronics Ltd.
|
|
|
Siliconware Precision Industries Co., Ltd.
|
|
|
Taiwan IC Packaging Corporation
|
|
|
|
Chip Probe Testing
|
|
|
Ardentec Corporation
|
|
|
Chipbond Technology Corporation
|
|
|
Chipmore International Trading Company Ltd.
|
|
|
ChipMOS Technologies Inc.
|
|
|
King Yuan Electronics Co., Ltd.
|
|
|
Global Testing Corporation
|
|
|
Greatek Electronics Inc.
|
|
|
Micro Silicon Electronics Corp.
|
|
|
Nepes Corporation
|
|
|
· | customer relations; |
· | product performance; |
· | design customization; |
· | development time; |
52 | ||
· | product integration; |
· | technical services; |
· | manufacturing costs; |
· | supply chain management; |
· | timely delivery; |
· | economies of scale; and |
· | broad product portfolio. |
53 | ||
54 | ||
Subsidiary
|
|
Main Activities
|
|
Jurisdiction of
Incorporation |
|
Percentage of
Our Ownership Interest |
|
|
|
|
|
|
|
|
|
|
|
Himax Technologies Limited
|
|
IC design and sales
|
|
ROC
|
|
100.0
|
%
|
|
Himax Technologies Korea Ltd.
|
|
Sales
|
|
South Korea
|
|
100.0
|
%
|
|
Himax Semiconductor, Inc.
|
|
IC design and sales
|
|
ROC
|
|
100.0
|
%
|
|
Himax Technologies (Samoa), Inc.
|
|
Investments
|
|
Samoa
|
|
100.0
|
%
|
(1)
|
Himax Technologies (Suzhou) Co.,
Ltd. |
|
Sales
|
|
PRC
|
|
100.0
|
%
|
(2)
|
Himax Technologies (Shenzhen) Co.,
Ltd. |
|
Sales
|
|
PRC
|
|
100.0
|
%
|
(2)
|
Himax Display, Inc.
|
|
LCOS and MEMS design, manufacturing and sales
|
|
ROC
|
|
76.7
|
%
|
(1)
|
Integrated Microdisplays Limited
|
|
LCOS sales
|
|
Hong Kong
|
|
76.7
|
%
|
(3)
|
Himax Display (USA) Inc.
|
|
MEMS design
|
|
California, USA
|
|
76.7
|
%
|
(3)
|
Himax Analogic, Inc.
|
|
IC design and sales
|
|
ROC
|
|
83.2
|
%
|
(1)
|
Himax Imaging, Inc.
|
|
Investments
|
|
Cayman Islands
|
|
100.0
|
%
|
|
Himax Imaging, Ltd.
|
|
IC design and sales
|
|
ROC
|
|
88.1
|
%
|
(4)
|
Himax Imaging Corp.
|
|
IC design
|
|
California, USA
|
|
88.1
|
%
|
(5)
|
Argo Limited
|
|
Investments
|
|
Cayman Islands
|
|
100.0
|
%
|
|
Tellus Limited
|
|
Investments
|
|
Cayman Islands
|
|
100.0
|
%
|
(6)
|
Himax Media Solutions, Inc.
|
|
TFT-LCD television and monitor chipset operations, ASIC service and IP Licensing
|
|
ROC
|
|
92.4
|
%
|
(7)
|
Harvest Investment Limited
|
|
Investments
|
|
ROC
|
|
100.0
|
%
|
(1)
|
Himax Technologies Japan Ltd.
|
|
Sales
|
|
Japan
|
|
100.0
|
%
|
|
Himax Semiconductor (Hong Kong)
Limited |
|
Investments
|
|
Hong Kong
|
|
100.0
|
%
|
|
55 | ||
56 | ||
l | average selling prices; |
l | unit shipments; |
l | product mix; |
l | design wins; |
l | cost of revenues and cost reductions; |
l | supply chain management; |
l | share-based compensation expenses; and |
l | tax credits and exemptions. |
57 | ||
58 | ||
l | introduce new models to improve the cost and/or performance of their existing products or to expand their product portfolio; |
l | establish new fabs and seek to qualify existing or new component suppliers; and |
l | replace existing display driver companies due to cost or performance reasons. |
l | improving product design (e.g., having smaller die size allows for a larger number of dies on each wafer, thereby reducing the cost of each die); |
l | improving manufacturing yields through our close collaboration with our semiconductor manufacturing service providers and in our in-house manufacturing facilities; and |
l | achieving better pricing from a diversified pool of semiconductor manufacturing service providers and suppliers, reflecting our ability to leverage our scale, volume requirements and close relationships as well as our strategy of sourcing from multiple service providers and suppliers. |
59 | ||
60 | ||
61 | ||
|
|
Year Ended December 31,
|
|
|||||||||||||||
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|||||||||
|
|
Amount
|
|
Percentage
of Revenues |
|
|
Amount
|
|
Percentage
of Revenues |
|
|
Amount
|
|
Percentage
of Revenues |
|
|||
|
|
|
(in thousands, except percentages)
|
|
||||||||||||||
Display drivers for large-sized
applications |
|
$
|
270,372
|
|
42.7
|
%
|
|
$
|
305,247
|
|
41.4
|
%
|
|
$
|
228,927
|
|
29.7
|
%
|
Display drivers for mobile
handsets applications |
|
|
169,248
|
|
26.8
|
|
|
|
177,175
|
|
24.0
|
|
|
|
232,019
|
|
30.1
|
|
Display drivers for consumer
electronics applications |
|
|
112,836
|
|
17.8
|
|
|
|
151,689
|
|
20.6
|
|
|
|
183,554
|
|
23.8
|
|
Others(1)
|
|
|
80,565
|
|
12.7
|
|
|
|
103,144
|
|
14.0
|
|
|
|
126,239
|
|
16.4
|
|
Total
|
|
$
|
633,021
|
|
100.0
|
%
|
|
$
|
737,255
|
|
100.0
|
%
|
|
$
|
770,739
|
|
100.0
|
%
|
Note: (1) Includes, among other things, timing controllers, touch controller ICs, TFT-LCD television and monitor chipsets, LCOS projector solutions, power management IC, CMOS image sensors, programmable gamma OP, wafer level optics products, 2D to 3D conversion solutions, scaler, ASIC service and IP licensing.
|
|
|
Year Ended December 31,
|
|
|||||||||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||||||||
|
|
Amount
|
|
Percentage
of Revenues |
|
Amount
|
|
Percentage
of Revenues |
|
Amount
|
|
Percentage
of Revenues |
|
|||
|
|
(in thousands, except percentages)
|
|
|||||||||||||
Innolux and its affiliates
|
|
$
|
258,156
|
|
40.8
|
%
|
$
|
251,974
|
|
34.2
|
%
|
$
|
173,976
|
|
22.6
|
%
|
Customer A and its affiliates
|
|
|
35,908
|
|
5.7
|
|
|
86,069
|
|
11.7
|
|
|
130,259
|
|
16.9
|
|
Others
|
|
|
338,957
|
|
53.5
|
|
|
399,212
|
|
54.1
|
|
|
466,504
|
|
60.5
|
|
Total
|
|
$
|
633,021
|
|
100.0
|
%
|
$
|
737,255
|
|
100.0
|
%
|
$
|
770,739
|
|
100.0
|
%
|
62 | ||
63 | ||
64 | ||
Year
|
|
Balance at
Beginning of Year |
|
Charges
(credits) to earnings |
|
Amounts
Utilized |
|
Balance at
End of Year |
|
||||
|
|
(in thousands)
|
|
||||||||||
2011
|
|
$
|
16,727
|
|
$
|
(1,541)
|
|
$
|
-
|
|
$
|
15,186
|
|
2012
|
|
$
|
15,186
|
|
$
|
-
|
|
$
|
-
|
|
$
|
15,186
|
|
2013
|
|
$
|
15,186
|
|
$
|
173
|
|
$
|
-
|
|
$
|
15,359
|
|
Year
|
|
|
Balance at
Beginning of Year |
|
|
Additions
Charged to Expense |
|
|
Amounts
Utilized |
|
|
Balance at
End of Year |
|
|
|
(in thousands)
|
|
||||||||||
2011
|
|
$
|
591
|
|
$
|
3,385
|
|
$
|
(3,191)
|
|
$
|
785
|
|
2012
|
|
$
|
785
|
|
$
|
7,386
|
|
$
|
(7,093)
|
|
$
|
1,078
|
|
2013
|
|
$
|
1,078
|
|
$
|
7,272
|
|
$
|
(7,421)
|
|
$
|
929
|
|
65 | ||
66 | ||
Year
|
|
Balance at
Beginning of Year |
|
Additions
(Reversal) Charged to Expense |
|
Amount
Utilized |
|
Balance at
End of Year |
|
||||
|
|
(in thousands)
|
|
||||||||||
2011
|
|
$
|
679
|
|
$
|
(321)
|
|
$
|
(280)
|
|
$
|
78
|
|
2012
|
|
$
|
78
|
|
$
|
856
|
|
$
|
(737)
|
|
$
|
197
|
|
2013
|
|
$
|
197
|
|
$
|
364
|
|
$
|
(440)
|
|
$
|
121
|
|
67 | ||
|
|
Year ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
(in thousands)
|
|
|||||||
Balance at beginning of year
|
|
$
|
6,892
|
|
$
|
128
|
|
$
|
791
|
|
Increase related to prior year tax positions
|
|
|
-
|
|
|
658
|
|
|
-
|
|
Decrease related to prior year tax positions
|
|
|
(6,759)
|
|
|
-
|
|
|
(215)
|
|
Settlements
|
|
|
-
|
|
|
-
|
|
|
(93)
|
|
Effect of exchange rate change
|
|
|
(5)
|
|
|
5
|
|
|
-
|
|
Balance at end of year
|
|
$
|
128
|
|
$
|
791
|
|
$
|
483
|
|
68 | ||
|
|
Year Ended December 31,
|
|
||||||
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
Revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
80.2
|
|
|
76.9
|
|
|
75.1
|
|
Research and development
|
|
12.4
|
|
|
9.6
|
|
|
10.4
|
|
General and administrative
|
|
2.7
|
|
|
2.3
|
|
|
2.4
|
|
Bad debt expense (recovery)
|
|
(0.2)
|
|
|
-
|
|
|
-
|
|
Sales and marketing
|
|
2.3
|
|
|
2.1
|
|
|
2.4
|
|
Total costs and expenses
|
|
97.4
|
|
|
90.9
|
|
|
90.3
|
|
Operating income
|
|
2.6
|
|
|
9.1
|
|
|
9.7
|
|
Non-operating income (loss)
|
|
-
|
|
|
(0.2)
|
|
|
0.1
|
|
Income tax expense
|
|
1.1
|
|
|
2.1
|
|
|
2.5
|
|
Net income
|
|
1.5
|
|
|
6.8
|
|
|
7.3
|
|
Net loss attributable to noncontrolling interests
|
|
0.2
|
|
|
0.2
|
|
|
0.7
|
|
Net income attributable to Himax stockholders
|
|
1.7
|
|
|
7.0
|
|
|
8.0
|
|
69 | ||
l | Cost of Revenues. Cost of revenues increased to $578.9 million in 2013 from $566.7 million in 2012. The increase in cost of revenues was due primarily to a 3.1% increase in unit shipments in 2013, as compared to 2012. Inventory write-downs, which are included in cost of revenues, decreased slightly to $10.8 million in 2013 from $12.4 million in 2012. As a percentage of revenues, cost of revenues decreased to 75.1% in 2013 from 76.9% in 2012. The significant margin improvement is primarily a result of our product mix and customer diversification. |
l | Research and Development. Research and development expenses increased by 13.3% to $80.4 million in 2013 from $70.9 million in 2012. This increase was primarily attributable to increases in salary expenses, mask and mold expenses and royalty expense to capture the increasing business opportunities. The increase in salary expenses was due primarily to a larger headcount of research and development staff and higher average salaries. |
l | General and Administrative. General and administrative expenses increased by 5.9% to $18.1 million in 2013 from $17.1 million in 2012, primarily as a result of increases in salary expenses and professional expenses. The increase in salary expenses was due primarily to a larger headcount of general and administrative staff and higher average salaries. The increase in professional expenses was due primarily to increasing patent filing fees and certain consulting fee. |
l | Bad Debt Expense. We recognized bad debt expense of 0.2 million in 2013 and nil in 2012. |
l | Sales and Marketing. Sales and marketing expenses increased by 21.9% to $18.8 million in 2013 from $15.4 million in 2012, primarily as a result of increases in salary expenses and travelling expenses. The increase in salary expenses was due primarily to a larger headcount of sales and marketing staff and higher average salaries. |
70 | ||
l | Cost of Revenues. Cost of revenues increased to $566.7 million in 2012 from $507.4 million in 2011. The increase in cost of revenues was due primarily to an 11.4% increase in unit shipments in 2012, as compared to 2011. Inventory write-downs, which are included in cost of revenues, increased to $12.4 million in 2012 from $9.1 million in 2011 primarily due to increased inventory build-up to meet projected revenues which led to more inventory write-downs. As a percentage of revenues, cost of revenues decreased to 76.9% in 2012 from 80.2% in 2011. The significant margin improvement is primarily a result of product diversification. |
l | Research and Development. Research and development expenses decreased by 10.3% to $70.9 million in 2012from $79.0 million in 2011. This decrease was primarily attributable to decreases in research and development material expenses and mask and mold expenses. The decrease was partially offset by an increase in salary expenses (including share-based compensation). The increase in salary expenses was due primarily to higher average salaries. |
l | General and Administrative. General and administrative expenses increased slightly by 0.3% to $17.1 million in 2012from $17.1 million in 2011, primarily as a result of increases in salary expenses and welfare expense. The increase was partially offset by a decrease in depreciation expenses. The decrease in depreciation expenses was due primarily to the useful life of prior capitalized items gradually being expired in 2012. |
l | Bad Debt Expense (Recovery). We recognized net recoveries of previously considered doubtful accounts from SVA-NEC of nil in 2012 and $1.5 million in 2011. |
l | Sales and Marketing. Sales and marketing expenses increased by 7.5% to $15.4 million in 2012 from $14.4 million in 2011, primarily as a result of increases in salary expenses, sample expenses and travelling expenses. The increase in salary expenses was due primarily to higher average salaries. |
71 | ||
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
(in thousand)
|
|
|||||||
Segment Revenues
|
|
|
|
|
|
|
|
|
|
|
Driver IC
|
|
$
|
552,456
|
|
$
|
634,111
|
|
$
|
644,500
|
|
Non-Driver Products
|
|
|
80,565
|
|
|
103,144
|
|
|
126,239
|
|
Total
|
|
$
|
633,021
|
|
$
|
737,255
|
|
$
|
770,739
|
|
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
(in thousand)
|
|
|||||||
Segment Operating Income (loss)
|
|
|
|
|
|
|
|
|
|
|
Driver IC
|
|
$
|
38,401
|
|
$
|
83,883
|
|
$
|
89,162
|
|
Non-Driver Products
|
|
|
(21,793)
|
|
|
(16,823)
|
|
|
(14,819)
|
|
Total
|
|
$
|
16,608
|
|
$
|
67,060
|
|
$
|
74,343
|
|
72 | ||
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
(in thousands)
|
|
|||||||
Net cash provided by operating activities
|
|
$
|
43,448
|
|
$
|
52,167
|
|
$
|
51,123
|
|
Net cash used in investing activities
|
|
|
(10,197)
|
|
|
(695)
|
|
|
(30,525)
|
|
Net cash used in financing activities
|
|
|
(24,015)
|
|
|
(18,931)
|
|
|
(32,103)
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
9,322
|
|
|
32,573
|
|
|
(11,417)
|
|
Cash and cash equivalents at beginning of period
|
|
|
96,842
|
|
|
106,164
|
|
|
138,737
|
|
Cash and cash equivalents at end of period
|
|
|
106,164
|
|
|
138,737
|
|
|
127,320
|
|
73 | ||
74 | ||
|
|
Payment Due by Period
|
|
||||||||
|
|
Total
|
|
Less than
1 year |
|
1-3 years
|
|
3-5
years |
|
More than
5 years |
|
|
|
(in thousands)
|
|
||||||||
Operating lease obligations
|
|
4,776
|
|
1,724
|
|
1,348
|
|
737
|
|
967
|
|
Purchase obligations(1)
|
|
108,786
|
|
108,786
|
|
-
|
|
-
|
|
-
|
|
Other obligations(2)
|
|
3,648
|
|
2,565
|
|
1,083
|
|
-
|
|
-
|
|
Total
|
|
117,210
|
|
113,075
|
|
2,431
|
|
737
|
|
967
|
|
Notes: | (1) |
Includes obligations for purchase of equipment, computer software and machinery and wafer fabrication, raw material, supplies, assembly and testing services.
|
(2) | Includes obligations under license agreements and donations for laboratory commitments. |
75 | ||
Directors and Executive Officers
|
|
Age
|
|
Position/Title
|
Dr. Biing-Seng Wu
|
|
56
|
|
Chairman of the Board
|
Jordan Wu
|
|
53
|
|
President, Chief Executive Officer and Director
|
Dr. Yan-Kuin Su
|
|
65
|
|
Director
|
Yuan-Chuan Horng
|
|
62
|
|
Director
|
Hsiung-Ku Chen
|
|
62
|
|
Director
|
Chih-Chung Tsai
|
|
58
|
|
Chief Technology Officer, Senior Vice President
|
Jackie Chang
|
|
54
|
|
Chief Financial Officer
|
Norman Hung
|
|
56
|
|
Vice President, Sales and Marketing
|
76 | ||
77 | ||
Name
|
|
Total RSUs
Granted |
|
Ordinary Shares
Underlying Vested Portion of RSUs |
|
Ordinary
Shares Underlying Unvested Portion of RSUs |
|
Dr. Biing-Seng Wu
|
|
5,911
|
|
11,822
|
|
-
|
|
Jordan Wu
|
|
7,332
|
|
14,664
|
|
-
|
|
Dr. Yan-Kuin Su
|
|
-
|
|
-
|
|
-
|
|
Yuan-Chuan Horng
|
|
-
|
|
-
|
|
-
|
|
Hsiung-Ku Chen
|
|
-
|
|
-
|
|
-
|
|
Chih-Chung Tsai
|
|
23,645
|
|
11,822
|
|
35,468
|
|
Jackie Chang
|
|
11,626
|
|
5,812
|
|
17,440
|
|
Norman Hung
|
|
3,818
|
|
7,636
|
|
-
|
|
· | electing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; |
· | reviewing with the independent auditors any audit problems or difficulties and management’s response; |
· | reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation SK under the Securities Act; |
· | discussing the annual audited financial statements with management and the independent auditors; |
· | reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material internal control deficiencies; |
· | annually reviewing and reassessing the adequacy of our audit committee charter; |
· | meeting separately and periodically with management and the independent auditors; |
78 | ||
l | reporting regularly to the board of directors; and |
l | such other matters that are specifically delegated to our audit committee by our board of directors from time to time. |
l | reviewing and making recommendations to our board of directors regarding our compensation policies and forms of compensation provided to our directors and officers; |
l | reviewing and determining bonuses for our officers and other employees; |
l | reviewing and determining share-based compensation for our directors, officers, employees and consultants; |
l | administering our equity incentive plans in accordance with the terms thereof; and |
l | such other matters that are specifically delegated to the compensation committee by our board of directors from time to time. |
l | identifying and recommending to our board of directors nominees for election or re-election, or for appointment to fill any vacancy; |
l | reviewing annually with our board of directors the current composition of our board of directors in light of the characteristics of independence, age, skills, experience and availability of service to us; |
l | reviewing the continued board membership of a director upon a significant change in such director’s principal occupation; |
l | identifying and recommending to our board of directors the names of directors to serve as members of the audit committee and the compensation committee, as well as the nominating and corporate governance committee itself; |
l | advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken; and |
l | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
79 | ||
Function
|
|
Number
|
|
Research and development(1)
|
|
988
|
|
Engineering and manufacturing(2)
|
|
259
|
|
Sales and marketing(3)
|
|
269
|
|
General and administrative
|
|
122
|
|
Total
|
|
1,638
|
|
Notes:
|
(1)
|
Includes semiconductor design engineers, application engineers, assembly and testing engineers and quality control engineers.
|
|
|
|
|
(2)
|
Includes manufacturing personnel of Himax Display, our subsidiary focused on design and manufacturing of LCOS products and liquid crystal injection services.
|
|
|
|
|
(3)
|
Includes field application engineers.
|
l | providing the opportunity for our employees, directors and service providers to develop a sense of proprietorship and personal involvement in our development and financial success and to devote their best efforts to our business; and |
l | providing us with a means through which we may attract able individuals to become our employees or to serve as our directors or service providers and providing us a means whereby those individuals, upon whom the responsibilities of our successful administration and management are of importance, can acquire and maintain share ownership, thereby strengthening their concern for our welfare. |
80 | ||
l | based on 100% of the fair market value of the shares on the date of grant; |
l | set at a premium to the fair market value of the shares on the date of grant; or |
l | indexed to the fair market value of the shares on the date of grant, with the committee determining the index. |
81 | ||
82 | ||
Name
|
|
Number of Shares Owned
|
|
Percentage of Shares
Owned |
|
Dr. Biing-Seng Wu
|
|
71,119,886
|
|
20.9
|
%
|
Jordan Wu
|
|
28,181,114
|
|
8.3
|
%
|
Dr. Yan-Kuin Su
|
|
-
|
|
-
|
|
Yuan-Chuan Horng
|
|
916,104
|
|
0.3
|
%
|
Hsiung-Ku Chen
|
|
-
|
|
-
|
|
Chih-Chung Tsai
|
|
7,136,260
|
|
2.1
|
%
|
Jackie Chang
|
|
24,378
|
|
-
|
|
Norman Hung
|
|
448,610
|
|
0.1
|
%
|
83 | ||
Name of Beneficial Owner
|
|
Number of Shares
Beneficially Owned |
|
Percentage of
Shares Beneficially Owned |
|
Dr. Biing-Seng Wu(1)
|
|
71,119,886
|
|
20.9
|
%
|
Jordan Wu(2)
|
|
28,181,114
|
|
8.3
|
%
|
All directors and executive officers as a group
|
|
107,826,352
|
|
31.6
|
%
|
Note:
|
(1)
|
Dr. Biing-Seng Wu directly owns 70,358 ordinary shares. Dr. Biing-Seng Wu beneficially owns 51,009,690 ordinary shares and 20,039,838 ordinary shares through Sanfair Asia Investments Ltd. and Chi-Duan Investment Co., Ltd, respectively, both of which are investment companies controlled by Dr. Biing-Seng Wu. Accordingly, Dr. Biing-Seng Wu may be deemed to beneficially own an aggregate of 71,119,886 ordinary shares, representing approximately 20.9% of the outstanding ordinary shares.
|
|
|
|
|
(2)
|
Jordan Wu beneficially owns 26,400,384 ordinary shares and 1,780,730 ordinary shares through Arch Finance Ltd. and Shu Chuan Investment Co., Ltd, respectively, both of which are investment companies controlled by Jordan Wu. Accordingly, Jordan Wu may be deemed to beneficially own an aggregate of 28,181,114 ordinary shares, representing approximately 8.3% of the outstanding ordinary shares.
|
84 | ||
85 | ||
· | payment of taxes; |
· | recovery of prior years’ deficits, if any; |
· | legal reserve (in an amount equal to 10% of annual net income after having deducted the above items until such time as its legal reserve equals the amount of its total paid-in capital ; |
· | special reserve based on relevant laws or regulations, or retained earnings, if necessary; |
· | dividends for preferred shares, if any; and |
· | cash or stock bonus to employees (in an amount no more than 10% of annual net income) and remuneration for directors and supervisor(s) (in an amount no more than 2% of the annual net income); after having deducted the above items, based on a resolution of the board of directors; if stock bonuses are paid to employees, the bonus may also be appropriated to employees of subsidiaries under the board of directors’ approval. |
|
|
High
|
|
Low
|
|
Average Daily Trading Volume
|
|
|
|
|
|
|
|
(in thousands of ADSs)
|
|
2009
|
|
3.97
|
|
1.32
|
|
529.6
|
|
2010
|
|
3.28
|
|
2.00
|
|
297.0
|
|
2011
|
|
2.69
|
|
0.97
|
|
293.1
|
|
2012
|
|
2.46
|
|
0.99
|
|
337.3
|
|
First quarter
|
|
2.34
|
|
0.99
|
|
639.1
|
|
Second quarter
|
|
2.45
|
|
1.75
|
|
298.4
|
|
Third quarter
|
|
2.10
|
|
1.47
|
|
151.2
|
|
Fourth quarter
|
|
2.46
|
|
1.77
|
|
265.1
|
|
2013
|
|
15.23
|
|
2.40
|
|
6,410.8
|
|
First quarter
|
|
5.45
|
|
2.40
|
|
1,921.1
|
|
Second quarter
|
|
8.19
|
|
4.76
|
|
5,428.6
|
|
Third quarter
|
|
11.06
|
|
5.10
|
|
9,993.2
|
|
Fourth quarter
|
|
15.23
|
|
8.13
|
|
8,019.7
|
|
October
|
|
11.49
|
|
9.16
|
|
8,501.9
|
|
November
|
|
10.49
|
|
8.13
|
|
6,189.0
|
|
December
|
|
15.23
|
|
9.91
|
|
9,235.2
|
|
86 | ||
|
|
High
|
|
Low
|
|
Average Daily Trading Volume
|
|
|
|
|
|
|
|
(in thousands of ADSs)
|
|
2014
|
|
|
|
|
|
|
|
First quarter
|
|
16.15
|
|
11.22
|
|
7,847.8
|
|
January
|
|
15.33
|
|
12.72
|
|
8,429.2
|
|
February
|
|
15.18
|
|
13.26
|
|
6,628.6
|
|
March
|
|
16.15
|
|
11.22
|
|
8,369.3
|
|
April(through April 11)
|
|
12.19
|
|
10.36
|
|
5,829.9
|
|
87 | ||
88 | ||
l | certain financial institutions; |
l | dealers or traders in securities who use a mark-to-market method of tax accounting; |
l | persons holding ordinary shares or ADSs as part of a hedging transaction, straddle, wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to the ordinary shares or ADSs; |
l | persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar; |
l | entities classified as partnerships for U.S. federal income tax purposes; |
l | tax-exempt entities, including “individual retirement accounts” or “Roth IRAs”; |
l | persons that own or are deemed to own ten percent or more of our voting stock; or |
l | persons holding ordinary shares or ADSs in connection with a trade or business conducted outside of the United States. |
89 | ||
90 | ||
91 | ||
Persons depositing or withdrawing
shares or ADS holders must pay: |
|
For:
|
|
|
|
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
|
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|
|
|
|
$.05 (or less) per ADS
|
|
Any cash distribution to ADS holders
|
|
|
|
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for the issuance of ADSs
|
|
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders
|
|
|
|
$.05 (or less) per ADS per calendar year
|
|
Depositary services
|
|
|
|
Registration or transfer fees
|
|
Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
|
|
|
|
Expenses of the depositary
|
|
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)converting foreign currency to U.S. dollars
|
|
|
|
Taxes and other governmental charges that the depositary or custodian have to pay on any ADS or share underlying an ADS, e.g., stock transfer taxes, stamp duty or withholding taxes
|
|
As necessary
|
|
|
|
Any charges incurred by the depositary or its agents for servicing the deposited securities
|
|
As necessary
|
92 | ||
l | legal, audit and other fees incurred in connection with preparation of Form 20-F and annual reports and ongoing SEC compliance and listing requirements; |
l | director and officer insurance; |
l | stock exchange listing fees; |
l | non-deal roadshow expenses; |
l | costs incurred by financial printer and share certificate printer; |
l | postage for communications to ADR holders; |
l | costs of retaining third-party public relations, investor relations and/or corporate communications advisory firms in the U.S.; and |
l | costs incurred in connection with participation in retail investor shows and capital markets days. |
93 | ||
l | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; |
l | provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and |
l | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
94 | ||
/s/ KPMG
|
|
Taipei, Taiwan (the Republic of China)
|
|
April 15, 2014
|
|
95 | ||
|
|
Year ended December 31,
|
|
||||
Services
|
|
2012
|
|
2013
|
|
||
Audit Fees(1)
|
|
$
|
735,000
|
|
$
|
737,000
|
|
All Other Fees(2)
|
|
|
4,000
|
|
|
40,000
|
|
Tax Fees(3)
|
|
|
2,000
|
|
|
-
|
|
Total
|
|
$
|
741,000
|
|
$
|
777,000
|
|
Note:
|
(1)
|
Audit Fees. This category includes the audit of our annual financial statements and internal control over financial reporting, review of quarterly financial statements, services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements for those fiscal years. This category also includes statutory audits required by the Tax Bureau of the ROC.
|
|
|
|
|
(2)
|
All Other Fees. This category consists of fees for the preparation of transfer pricing reports, conflict mineral investigation execution and review ROC Investment Commission required filing.
|
|
|
|
|
(3)
|
Tax Fees. This category consists of fees for general tax planning and advice.
|
|
|
|
|
|
|
|
|
|
(d)
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
© Total Number
|
|
Dollar Value of
|
|
|
|
|
|
|
|
|
|
of ADSs
|
|
ADSs That May
|
|
|
|
|
(a) Total
|
|
|
|
|
Purchased as
|
|
Yet Be
|
|
|
|
|
Number of
|
|
|
|
|
Part of Publicly
|
|
Purchased
|
|
|
|
|
ADSs
|
|
(b) Average Price
|
|
Announced Plans
|
|
Under the Plans
|
|
||
Period
|
|
Purchased
|
|
Paid per ADS
|
|
or Programs
|
|
or Programs
|
|
||
2011 Share Buyback Program:
|
|
|
|
|
|
|
|
|
|
|
|
January 3, 2012 to January 31, 2012
|
|
2,451,652
|
|
$
|
1.31
|
|
6,218,862
|
|
$
|
17,185,592
|
|
February 1, 2012 to February 27, 2012
|
|
1,873,787
|
|
$
|
1.61
|
|
8,092,649
|
|
$
|
14,172,391
|
|
March 6, 2012 to March 30, 2012
|
|
186,345
|
|
$
|
1.75
|
|
8,278,994
|
|
$
|
13,847,214
|
|
96 | ||
|
|
|
|
|
|
|
|
|
(d)
|
|
|
|
|
|
|
|
|
|
|
|
Approximate
|
|
|
|
|
|
|
|
|
|
© Total Number
|
|
Dollar Value of
|
|
|
|
|
|
|
|
|
|
of ADSs
|
|
ADSs That May
|
|
|
|
|
(a) Total
|
|
|
|
|
Purchased as
|
|
Yet Be
|
|
|
|
|
Number of
|
|
|
|
|
Part of Publicly
|
|
Purchased
|
|
|
|
|
ADSs
|
|
(b) Average Price
|
|
Announced Plans
|
|
Under the Plans
|
|
||
Period
|
|
Purchased
|
|
Paid per ADS
|
|
or Programs
|
|
or Programs
|
|
||
April 3, 2012 to April 25, 2012
|
|
120,968
|
|
$
|
1.96
|
|
8,399,962
|
|
$
|
13,610,673
|
|
May 7, 2012 to May 31, 2012
|
|
83,839
|
|
$
|
1.99
|
|
8,483,801
|
|
$
|
13,444,651
|
|
June 1, 2012 to June 28, 2012
|
|
399,340
|
|
$
|
1.86
|
|
8,883,141
|
|
$
|
12,703,233
|
|
July 12, 2012 to July 31, 2012
|
|
169,188
|
|
$
|
1.55
|
|
9,052,329
|
|
$
|
12,442,204
|
|
August 1, 2012 to August 29, 2012
|
|
45,416
|
|
$
|
1.72
|
|
9,097,745
|
|
$
|
12,364,315
|
|
September 4, 2012 to September 26, 2012
|
|
48,276
|
|
$
|
1.92
|
|
9,146,021
|
|
$
|
12,272,014
|
|
October 1, 2012 to October 25, 2012
|
|
228,759
|
|
$
|
1.94
|
|
9,374,780
|
|
$
|
11,830,123
|
|
November 1, 2012 to November 13, 2012
|
|
113,876
|
|
$
|
1.94
|
|
9,488,656
|
|
$
|
11,609,979
|
|
l | We follow home country practice that permits our board of directors to have less than a majority of independent directors within the meaning of Rule 5605(a)(2) of the Nasdaq Rules, in lieu of complying with Rule 5605(b)(1) of the Nasdaq Rules that require boards of U.S. companies to have a board of directors which is comprised of a majority of independent directors. |
l | We follow home country practice that permits our independent directors not to hold regularly scheduled meetings at which only independent directors are present in lieu of complying with Rule 5605(b)(2). |
l | We follow home country practice that permits a compensation committee to contain a director who does not meet the definition of “independence” within the meaning of Rule 5605(a)(2) of the Nasdaq Rules, in lieu of complying with Rule 5605(d)(1)(B) and (2)(B) of the Nasdaq Rules which requires the compensation committees of U.S. companies to be comprised solely of independent directors. |
l | We follow home country practice that permits a nominations committee to contain a director who does not meet the definition of “independence” within the meaning of Rule 5605(a)(2) of the Nasdaq Rules, in lieu of complying with Rule 5605(e)(1)(B) of the Nasdaq Rules that requires the nominations committees of U.S. companies to be comprised solely of independent directors. |
97 | ||
98 | ||
Exhibit Number
|
|
Description of Document
|
|
|
|
1.1
|
|
Third Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect. (Incorporated by reference to Exhibit 1.1 from our Annual Report on Form 20-F (file no. 000-51847) filed with the Securities and Exchange Commission on June 3, 2010.)
|
|
|
|
2.1
|
|
Registrant’s Specimen American Depositary Receipt (included in Exhibit 2.3).
|
|
|
|
2.2
|
|
Registrant’s Specimen Certificate for Ordinary Shares. (Incorporated by reference to Exhibit 4.2 from our Registration Statement on Form F-1 (file no. 333-132372) filed with the Securities and Exchange Commission on March 13, 2006.)
|
|
|
|
2.3
|
|
Form of Deposit Agreement among the Registrant, the Bank of New York Mellon, as depositary, and holders of the American depositary receipts. (Incorporated by reference to Exhibit (a) to the Registrant’s Registration Statement on Form F-6 (file no. 333-181416) filed with the Securities and Exchange Commission on May 15, 2012.)
|
|
|
|
4.1
|
|
Himax Technologies, Inc. 2011 Long-Term Incentive Plan. (Incorporated herein by reference to Exhibit 99.3 to the Registrant’s report of foreign private issuer on Form 6-k filed on July 18, 2011.)
|
|
|
|
4.2*
|
|
Agreement and Plan of Merger dated November 8, 2010 among Himax Display, Inc., Spatial Photonics, Inc. and Wen Hsieh. (Incorporated herein by reference to Exhibit 4.3 from our Annual Report on Form 20F (file no. 000-51847) filed with the Securities and Exchange Commission on May 20, 2011.)
|
|
|
|
8.1
|
|
List of Subsidiaries.
|
|
|
|
12.1
|
|
Certification of Jordan Wu, President and Chief Executive Officer of Himax Technologies, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
12.2
|
|
Certification of Jackie Chang, Chief Financial Officer of Himax Technologies, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
13.1
|
|
Certification pursuant to 18 USC. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
15.1
|
|
Consent of KPMG, Independent Registered Public Accounting Firm.
|
99 | ||
|
HIMAX TECHNOLOGIES, INC.
|
||
|
By:
|
/s/ Jordan Wu
|
|
|
|
Name:
|
Jordan Wu
|
|
|
Title:
|
President and Chief Executive Officer
|
100 | ||
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
F-1
|
Consolidated Balance Sheets as of December 31, 2012 and 2013
|
|
F-2
|
Consolidated Statements of Income for the Years Ended December 31, 2011, 2012 and 2013
|
|
F-4
|
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2011, 2012 and 2013
|
|
F-5
|
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2011, 2012 and 2013
|
|
F-6
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2012 and 2013
|
|
F-9
|
Notes to Consolidated Financial Statements
|
|
F-11
|
101 | ||
102 | ||
F-1 | ||
|
|
December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
Assets
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
138,737
|
|
|
127,320
|
|
Investments in marketable securities available-for-sale
|
|
|
172
|
|
|
788
|
|
Accounts receivable, less allowance for doubtful accounts, sales returns
and discounts of $16,090 and $16,288 at December 31, 2012 and 2013, respectively |
|
|
135,747
|
|
|
200,725
|
|
Accounts receivable from related parties, less allowance for sales returns
and discounts of $174 and nil at December 31, 2012 and 2013, respectively |
|
|
73,258
|
|
|
-
|
|
Inventories
|
|
|
116,671
|
|
|
177,399
|
|
Deferred income taxes
|
|
|
15,374
|
|
|
9,974
|
|
Restricted cash, cash equivalents and marketable securities
|
|
|
74,100
|
|
|
108,399
|
|
Prepaid expenses and other current assets
|
|
|
13,029
|
|
|
15,052
|
|
Total current assets
|
|
|
567,088
|
|
|
639,657
|
|
|
|
|
|
|
|
|
|
Investment in non-marketable equity securities
|
|
|
12,688
|
|
|
21,877
|
|
Equity method investments
|
|
|
283
|
|
|
190
|
|
Property, plant and equipment, net
|
|
|
52,609
|
|
|
60,588
|
|
Deferred income taxes
|
|
|
4,303
|
|
|
2,135
|
|
Goodwill
|
|
|
28,138
|
|
|
28,138
|
|
Other intangible assets, net
|
|
|
8,143
|
|
|
5,234
|
|
Restricted marketable securities
|
|
|
173
|
|
|
135
|
|
Other assets
|
|
|
1,173
|
|
|
1,373
|
|
|
|
|
107,510
|
|
|
119,670
|
|
Total assets
|
|
$
|
674,598
|
|
|
759,327
|
|
F-2 | ||
|
|
December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
Liabilities, Redeemable noncontrolling interest and Equity
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Short-term debt
|
|
$
|
73,000
|
|
|
105,500
|
|
Accounts payable
|
|
|
135,546
|
|
|
151,290
|
|
Income taxes payable
|
|
|
9,766
|
|
|
16,932
|
|
Deferred income taxes
|
|
|
80
|
|
|
45
|
|
Other accrued expenses and other current liabilities
|
|
|
23,725
|
|
|
30,066
|
|
Total current liabilities
|
|
|
242,117
|
|
|
303,833
|
|
Income taxes payable
|
|
|
591
|
|
|
483
|
|
Accrued pension liabilities
|
|
|
242
|
|
|
306
|
|
Deferred income taxes
|
|
|
409
|
|
|
185
|
|
Other liabilities
|
|
|
3,081
|
|
|
2,305
|
|
Total liabilities
|
|
|
246,440
|
|
|
307,112
|
|
|
|
|
|
|
|
|
|
Redeemable noncontrolling interest
|
|
|
-
|
|
|
3,656
|
|
Equity
|
|
|
|
|
|
|
|
Himax Technologies, Inc. stockholders’ equity:
|
|
|
|
|
|
|
|
Ordinary shares, US$0.3 par value, 1,000,000,000 shares authorized;
356,699,482 shares issued; and 339,149,508 shares and 341,049,418 shares outstanding at December 31, 2012 and 2013, respectively |
|
|
107,010
|
|
|
107,010
|
|
Additional paid-in capital
|
|
|
104,911
|
|
|
106,636
|
|
Treasury shares, at cost (17,549,974 shares and 15,650,064 shares at
December 31, 2012 and 2013, respectively) |
|
|
(12,469)
|
|
|
(11,120)
|
|
Accumulated other comprehensive loss
|
|
|
(137)
|
|
|
(412)
|
|
Unappropriated retained earnings
|
|
|
228,628
|
|
|
247,710
|
|
Total Himax Technologies, Inc. stockholders’ equity
|
|
|
427,943
|
|
|
449,824
|
|
Noncontrolling interests
|
|
|
215
|
|
|
(1,265)
|
|
Total equity
|
|
|
428,158
|
|
|
448,559
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
Total liabilities, redeemable noncontrolling interest and equity
|
|
$
|
674,598
|
|
|
759,327
|
|
F-3 | ||
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
Revenues from third parties, net
|
|
$
|
374,788
|
|
|
485,281
|
|
|
684,184
|
|
Revenues from related parties, net
|
|
|
258,233
|
|
|
251,974
|
|
|
86,555
|
|
Total revenues
|
|
|
633,021
|
|
|
737,255
|
|
|
770,739
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
507,449
|
|
|
566,700
|
|
|
578,886
|
|
Research and development
|
|
|
79,042
|
|
|
70,913
|
|
|
80,368
|
|
General and administrative
|
|
|
17,095
|
|
|
17,139
|
|
|
18,147
|
|
Bad debt expense (recovery)
|
|
|
(1,541)
|
|
|
-
|
|
|
173
|
|
Sales and marketing
|
|
|
14,368
|
|
|
15,443
|
|
|
18,822
|
|
Total costs and expenses
|
|
|
616,413
|
|
|
670,195
|
|
|
696,396
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
16,608
|
|
|
67,060
|
|
|
74,343
|
|
|
|
|
|
|
|
|
|
|
|
|
Non operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
556
|
|
|
317
|
|
|
527
|
|
Gains (losses) on sale of marketable securities, net
|
|
|
350
|
|
|
648
|
|
|
(8)
|
|
Equity in losses of equity method investees
|
|
|
(349)
|
|
|
(128)
|
|
|
(122)
|
|
Impairment loss on investments
|
|
|
-
|
|
|
(1,299)
|
|
|
-
|
|
Foreign currency exchange gains (losses), net
|
|
|
466
|
|
|
(452)
|
|
|
643
|
|
Interest expense
|
|
|
(455)
|
|
|
(352)
|
|
|
(401)
|
|
Other income (loss), net
|
|
|
(368)
|
|
|
92
|
|
|
418
|
|
|
|
|
200
|
|
|
(1,174)
|
|
|
1,057
|
|
Earnings before income taxes
|
|
|
16,808
|
|
|
65,886
|
|
|
75,400
|
|
Income tax expense
|
|
|
7,301
|
|
|
15,748
|
|
|
19,476
|
|
Net income
|
|
|
9,507
|
|
|
50,138
|
|
|
55,924
|
|
Net loss attributable to noncontrolling interests
|
|
|
1,199
|
|
|
1,458
|
|
|
5,552
|
|
Net income attributable to Himax Technologies, Inc. stockholders
|
|
$
|
10,706
|
|
|
51,596
|
|
|
61,476
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per ordinary share attributable to Himax Technologies,
Inc. stockholders |
|
$
|
0.03
|
|
|
0.15
|
|
|
0.18
|
|
Diluted earnings per ordinary share attributable to Himax
Technologies, Inc. stockholders |
|
$
|
0.03
|
|
|
0.15
|
|
|
0.18
|
|
Basic earnings per ADS attributable to Himax Technologies, Inc.
stockholders |
|
$
|
0.06
|
|
|
0.30
|
|
|
0.36
|
|
Diluted earnings per ADS attributable to Himax Technologies, Inc.
stockholders |
|
$
|
0.06
|
|
|
0.30
|
|
|
0.36
|
|
F-4 | ||
|
|
Year Ended December 31,
|
|
|||||||
|
|
|
2011
|
|
2012
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
9,507
|
|
|
50,138
|
|
|
55,924
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses) on securities, not subject to income tax:
|
|
|
(655)
|
|
|
(589)
|
|
|
(4)
|
|
Unrealized holding gains (losses) on available-for-sale marketable
securities arising during the period |
|
|
(305)
|
|
|
59
|
|
|
(12)
|
|
Reclassification adjustment for realized losses (gains) included in net
income |
|
|
(350)
|
|
|
(648)
|
|
|
8
|
|
Foreign currency translation adjustments, net of tax of nil
|
|
|
128
|
|
|
50
|
|
|
161
|
|
Net unrecognized actuarial gain (loss), net of tax of $(125), $8 and $(99)
in 2011, 2012 and 2013, respectively |
|
|
(573)
|
|
|
233
|
|
|
(401)
|
|
Comprehensive income
|
|
|
8,407
|
|
|
49,832
|
|
|
55,680
|
|
Comprehensive loss attributable to noncontrolling interests
|
|
|
1,261
|
|
|
1,461
|
|
|
5,521
|
|
Comprehensive income attributable to Himax Technologies, Inc.
stockholders |
|
$
|
9,668
|
|
|
51,293
|
|
|
61,201
|
|
F-5 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Himax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
Technologies,
|
|
|
|
|
|
|
|
Ordinary shares
|
|
Additional
|
|
Treasury shares
|
|
other
|
|
Unappropriated
|
|
Inc.
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
paid-in
|
|
|
|
|
|
comprehensive
|
|
retained
|
|
stockholders’
|
|
Noncontrolling
|
|
Total
|
|
|
|
Shares
|
|
Amount
|
|
capital
|
|
Shares
|
|
Amount
|
|
income (loss)
|
|
earnings
|
|
equity
|
|
interests
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2011
|
|
353,843
|
|
|
106,153
|
|
100,291
|
|
-
|
|
-
|
|
1,204
|
|
198,230
|
|
405,878
|
|
1,098
|
|
406,976
|
|
Shares acquisition
|
|
-
|
|
|
-
|
|
-
|
|
(7,534)
|
|
(4,627)
|
|
-
|
|
-
|
|
(4,627)
|
|
-
|
|
(4,627)
|
|
Shares retirement
|
|
(114)
|
|
|
(34)
|
|
(91)
|
|
114
|
|
125
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Restricted stock vested
|
|
2,971
|
|
|
891
|
|
(891)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Share-based compensation expenses
|
|
-
|
|
|
-
|
|
4,124
|
|
-
|
|
-
|
|
-
|
|
-
|
|
4,124
|
|
66
|
|
4,190
|
|
New shares issued by subsidiary
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
53
|
|
53
|
|
Sale (purchase) of subsidiary shares
to (from) noncontrolling interests |
|
-
|
|
|
-
|
|
(382)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(382)
|
|
1,665
|
|
1,283
|
|
Declaration of cash dividends, $0.060 per share
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(21,224)
|
|
(21,224)
|
|
-
|
|
(21,224)
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
10,706
|
|
10,706
|
|
(1,199)
|
|
9,507
|
|
Other comprehensive loss
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1,038)
|
|
-
|
|
(1,038)
|
|
(62)
|
|
(1,100)
|
|
Balance at December 31, 2011
|
|
356,700
|
|
$
|
107,010
|
|
103,051
|
|
(7,420)
|
|
(4,502)
|
|
166
|
|
187,712
|
|
393,437
|
|
1,621
|
|
395,058
|
|
F-6 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Himax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
Technologies,
|
|
|
|
|
|
|
|
Ordinary shares
|
|
Additional
|
|
Treasury shares
|
|
other
|
|
Unappropriated
|
|
Inc.
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
paid-in
|
|
|
|
|
|
comprehensive
|
|
retained
|
|
stockholders’
|
|
Noncontrolling
|
|
Total
|
|
|
|
Shares
|
|
Amount
|
|
capital
|
|
Shares
|
|
Amount
|
|
income (loss)
|
|
earnings
|
|
equity
|
|
interests
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares acquisition
|
|
-
|
|
|
-
|
|
-
|
|
(11,443)
|
|
(8,886)
|
|
-
|
|
-
|
|
(8,886)
|
|
-
|
|
(8,886)
|
|
Restricted stock vested
|
|
-
|
|
|
-
|
|
(919)
|
|
1,313
|
|
919
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Share-based compensation expenses
|
|
-
|
|
|
-
|
|
1,936
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,936
|
|
-
|
|
1,936
|
|
New shares issued by subsidiary
|
|
-
|
|
|
-
|
|
342
|
|
-
|
|
-
|
|
-
|
|
-
|
|
342
|
|
23
|
|
365
|
|
Sale (purchase) of subsidiary shares to
(from) noncontrolling interests |
|
-
|
|
|
-
|
|
501
|
|
-
|
|
-
|
|
-
|
|
-
|
|
501
|
|
32
|
|
533
|
|
Declaration of cash dividends, $0.032 per share
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(10,680)
|
|
(10,680)
|
|
-
|
|
(10,680)
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
51,596
|
|
51,596
|
|
(1,458)
|
|
50,138
|
|
Other comprehensive loss
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(303)
|
|
-
|
|
(303)
|
|
(3)
|
|
(306)
|
|
Balance at December 31, 2012
|
|
356,700
|
|
$
|
107,010
|
|
104,911
|
|
(17,550)
|
|
(12,469)
|
|
(137)
|
|
228,628
|
|
427,943
|
|
215
|
|
428,158
|
|
F-7 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Himax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
Technologies,
|
|
|
|
|
|
|
|
Ordinary shares
|
|
Additional
|
|
Treasury shares
|
|
other
|
|
Unappropriated
|
|
Inc.
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
paid-in
|
|
|
|
|
|
comprehensive
|
|
retained
|
|
stockholders’
|
|
Noncontrolling
|
|
Total
|
|
|
|
Shares
|
|
Amount
|
|
capital
|
|
Shares
|
|
Amount
|
|
income (loss)
|
|
earnings
|
|
equity
|
|
interests
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock vested
|
|
-
|
|
|
-
|
|
(1,349)
|
|
1,900
|
|
1,349
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Share-based compensation expenses
|
|
-
|
|
|
-
|
|
1,838
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,838
|
|
2
|
|
1,840
|
|
Excess tax benefits from restricted stock vested
|
|
-
|
|
|
-
|
|
1,271
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,271
|
|
-
|
|
1,271
|
|
New shares issued by subsidiary
|
|
-
|
|
|
-
|
|
2,426
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2,426
|
|
3,819
|
|
6,245
|
|
Sale (purchase) of subsidiary shares to
(from) noncontrolling interests |
|
-
|
|
|
-
|
|
(2,461)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(2,461)
|
|
220
|
|
(2,241)
|
|
Declaration of cash dividends, $0.125 per share
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(42,394)
|
|
(42,394)
|
|
-
|
|
(42,394)
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
61,476
|
|
61,476
|
|
(5,552)
|
|
55,924
|
|
Other comprehensive income (loss)
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(275)
|
|
-
|
|
(275)
|
|
31
|
|
(244)
|
|
Balance at December 31, 2013
|
|
356,700
|
|
$
|
107,010
|
|
106,636
|
|
(15,650)
|
|
(11,120)
|
|
(412)
|
|
247,710
|
|
449,824
|
|
(1,265)
|
|
448,559
|
|
F-8 | ||
|
|
Year Ended December 31,
|
|
|||||
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
9,507
|
|
50,138
|
|
55,924
|
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
12,795
|
|
13,299
|
|
14,309
|
|
Bad debt expense
|
|
|
-
|
|
-
|
|
173
|
|
Share-based compensation expenses
|
|
|
4,190
|
|
1,936
|
|
1,840
|
|
Loss on disposals of property and equipment
|
|
|
121
|
|
36
|
|
88
|
|
Gain on disposals of equity method investment
|
|
|
(313)
|
|
-
|
|
(54)
|
|
Loss (gain) on disposals of marketable securities, net
|
|
|
(350)
|
|
(648)
|
|
8
|
|
Unrealized loss (gain) on conversion option
|
|
|
934
|
|
(28)
|
|
-
|
|
Interest income from amortization of discount on investment in
corporate bonds |
|
|
(170)
|
|
(101)
|
|
-
|
|
Impairment loss on investment
|
|
|
-
|
|
1,299
|
|
-
|
|
Equity in losses of equity method investees
|
|
|
349
|
|
128
|
|
122
|
|
Valuation gain on financial liabilities
|
|
|
-
|
|
-
|
|
(160)
|
|
Issuance of new shares by subsidiary for royalties
|
|
|
-
|
|
-
|
|
49
|
|
Deferred income tax expense
|
|
|
6,492
|
|
8,851
|
|
7,409
|
|
Inventories write downs
|
|
|
9,138
|
|
12,418
|
|
10,759
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(21,068)
|
|
(34,467)
|
|
(65,106)
|
|
Accounts receivable from related parties
|
|
|
16,181
|
|
6,591
|
|
73,267
|
|
Inventories
|
|
|
(4,135)
|
|
(16,104)
|
|
(71,488)
|
|
Prepaid expenses and other current assets
|
|
|
951
|
|
1,421
|
|
(1,857)
|
|
Accounts payable
|
|
|
18,431
|
|
1,192
|
|
15,744
|
|
Income taxes payable
|
|
|
(5,616)
|
|
6,711
|
|
7,055
|
|
Other accrued expenses and other current liabilities
|
|
|
(2,092)
|
|
(172)
|
|
2,812
|
|
Other liabilities
|
|
|
(1,897)
|
|
(333)
|
|
229
|
|
Net cash provided by operating activities
|
|
|
43,448
|
|
52,167
|
|
51,123
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(18,859)
|
|
(6,560)
|
|
(18,412)
|
|
Proceeds from disposals of property and equipment
|
|
|
7
|
|
1
|
|
-
|
|
Purchases of available-for-sale marketable securities
|
|
|
(17,490)
|
|
(19,609)
|
|
(22,410)
|
|
Disposals of available-for-sale marketable securities
|
|
|
25,834
|
|
25,043
|
|
21,792
|
|
Disposals of equity method investments
|
|
|
371
|
|
-
|
|
-
|
|
Purchases of investment securities
|
|
|
-
|
|
(3)
|
|
(9,189)
|
|
Proceeds from (repayments of) refundable deposits, net
|
|
|
34
|
|
(106)
|
|
(541)
|
|
Pledges of restricted cash, cash equivalents and marketable securities
|
|
|
(94)
|
|
(7)
|
|
(1,761)
|
|
Cash increase (decrease) resulting from change in consolidated entity
|
|
|
-
|
|
546
|
|
(4)
|
|
Net cash used in investing activities
|
|
|
(10,197)
|
|
(695)
|
|
(30,525)
|
|
F-9 | ||
|
|
Year Ended December 31,
|
|
|||||
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Payments of cash dividends
|
|
$
|
(21,224)
|
|
(10,680)
|
|
(42,394)
|
|
Excess tax benefits from share-based compensation
|
|
|
-
|
|
-
|
|
1,271
|
|
Proceeds from disposals of subsidiary shares to noncontrolling
interests by Himax Technologies Limited |
|
|
17
|
|
97
|
|
-
|
|
Proceeds from disposals of subsidiary shares to noncontrolling
interests by Himax Imaging, Inc. |
|
|
3,224
|
|
436
|
|
64
|
|
Purchases of subsidiary shares from noncontrolling interests
|
|
|
(1,958)
|
|
(14)
|
|
(896)
|
|
Releases (pledges) of restricted cash, cash equivalents and
marketable securities (for borrowing of short-term debt) |
|
|
(26,700)
|
|
11,200
|
|
(32,500)
|
|
Proceeds from issuances of new shares by subsidiaries
|
|
|
53
|
|
116
|
|
9,852
|
|
Payments to repurchase ordinary shares
|
|
|
(4,627)
|
|
(8,886)
|
|
-
|
|
Proceeds from short-term debt
|
|
|
277,200
|
|
304,000
|
|
352,320
|
|
Repayments of short-term debt
|
|
|
(250,000)
|
|
(315,200)
|
|
(319,820)
|
|
Net cash used in financing activities
|
|
|
(24,015)
|
|
(18,931)
|
|
(32,103)
|
|
Effect of foreign currency exchange rate changes on cash and cash
equivalents |
|
|
86
|
|
32
|
|
88
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
9,322
|
|
32,573
|
|
(11,417)
|
|
Cash and cash equivalents at beginning of year
|
|
|
96,842
|
|
106,164
|
|
138,737
|
|
Cash and cash equivalents at end of year
|
|
$
|
106,164
|
|
138,737
|
|
127,320
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
490
|
|
352
|
|
401
|
|
Income taxes
|
|
$
|
6,326
|
|
456
|
|
3,272
|
|
Supplemental disclosures of non-cash investing activities:
|
|
|
|
|
|
|
|
|
Issuance of ordinary shares by Himax Display, Inc. to acquire the
net assets of Spatial Photonics, Inc. |
|
$
|
-
|
|
270
|
|
-
|
|
F-10 | ||
|
Note 1.
|
Background, Principal Activities and Basis of Presentation
|
|
|
|
|
Jurisdiction of
|
|
Percentage of
Ownership December 31, |
|
|||||
Subsidiary
|
|
Main activities
|
|
Incorporation
|
|
2012
|
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Himax Technologies Limited
|
|
IC design and sales
|
|
ROC
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
Himax Technologies Korea Ltd.
|
|
Sales
|
|
South Korea
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
Himax Technologies Japan Ltd.
|
|
Sales
|
|
Japan
|
|
|
-
|
|
|
|
100.00
|
%
|
Himax Semiconductor, Inc.
|
|
IC design and sales
|
|
ROC
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
Himax Technologies (Samoa), Inc.
|
|
Investments
|
|
Samoa
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
Himax Technologies (Suzhou), Co., Ltd.
|
|
Sales
|
|
PRC
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
Himax Technologies (Shenzhen), Co., Ltd.
|
|
Sales
|
|
PRC
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
Himax Display, Inc.
|
|
LCOS and MEMS design, manufacturing and sales
|
|
ROC
|
|
|
81.53
|
%
|
|
|
76.70
|
%
|
Integrated Microdisplays Limited
|
|
LCOS sales
|
|
Hong Kong
|
|
|
81.53
|
%
|
|
|
76.70
|
%
|
Himax Display (USA) Inc. (1)
|
|
MEMS design
|
|
Delaware, USA
|
|
|
81.53
|
%
|
|
|
76.70
|
%
|
Himax Analogic, Inc.
|
|
IC design and sales
|
|
ROC
|
|
|
74.60
|
%
|
|
|
83.17
|
%
|
Himax Imaging, Inc.
|
|
Investments
|
|
Cayman Islands
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
Himax Imaging, Ltd.
|
|
IC design and sales
|
|
ROC
|
|
|
87.95
|
%
|
|
|
88.07
|
%
|
Himax Imaging Corp.
|
|
IC design
|
|
California, USA
|
|
|
100.00
|
%
|
|
|
88.07
|
%
|
Argo Limited
|
|
Investments
|
|
Cayman Islands
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
Tellus Limited
|
|
Investments
|
|
Cayman Islands
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
F-11 | ||
|
|
|
|
Jurisdiction of
|
|
Percentage of
Ownership December 31, |
|
|||||
Subsidiary
|
|
Main activities
|
|
Incorporation
|
|
2012
|
|
|
2013
|
|
||
Himax Media Solutions, Inc.
|
|
TFT-LCD television, monitor chipset operations, ASIC service and IP licensing
|
|
ROC
|
|
|
78.28
|
%
|
|
|
92.37
|
%
|
Himax Media Solutions (Hong Kong) Limited (2)
|
|
Investments
|
|
Hong Kong
|
|
|
78.28
|
%
|
|
|
-
|
|
Harvest Investment Limited
|
|
Investments
|
|
ROC
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
Iris Optronics Co., Ltd. (3)
|
|
E-paper manufacturing and sales
|
|
ROC
|
|
|
22.22
|
%
|
|
|
-
|
|
|
(1)
|
Spatial Photonics, Inc. has was renamed Himax Display (USA) Inc. on July 3, 2012.
|
|
(2)
|
Himax Media Solutions (Hong Kong) Limited was deregistered and dissolved on October 25, 2013.
|
|
(3)
|
Iris Optronics Co., Ltd. (“Iris”) was incorporated on May 18, 2012 and the paid-in capital was $153 thousand. The Company initially had a controlling financial interest in Iris because it had a majority voting interest at Iris board of directors. As a result, Iris was included in the Company’s consolidated financial statements since that date. On October 7, 2013, the Company no longer had a majority voting interest at Iris board of directors level, but still has the ability to exercise significant influence over the operating and financial policies of Iris. Therefore, the Company ceased consolidating Iris in its consolidated financial statements and now accounts for its investment in Iris using the equity method. The Company re-measured its investment in Iris at fair value due to the change in control and recognized a re-measurement gain.
|
F-12 | ||
|
Note 2.
|
Summary of Significant Accounting Policies
|
|
(a)
|
Principles of Consolidation
|
|
(b)
|
Use of Estimates
|
|
(c)
|
Cash and Cash Equivalents
|
F-13 | ||
|
(d)
|
Investment Securities
|
F-14 | ||
|
(e)
|
Allowance for Doubtful Accounts
|
|
(f)
|
Inventories
|
|
(g)
|
Property, Plant and Equipment
|
F-15 | ||
|
(h)
|
Goodwill
|
F-16 | ||
F-17 | ||
|
|
|
|
|
Non-driver
|
|
Consolidated
|
|
|
|
Driver IC
|
|
products
|
|
Total
|
|
|
|
|
(in thousands)
|
|
|||||
|
|
|
|
|
|
|
|
|
Balance, December 31, 2011
|
|
$
|
26,846
|
|
-
|
|
26,846
|
|
Balance, December 31, 2012
|
|
$
|
26,846
|
|
1,292
|
|
28,138
|
|
Balance, December 31, 2013
|
|
$
|
26,846
|
|
1,292
|
|
28,138
|
|
|
(i)
|
Other Intangible Assets
|
|
(j)
|
Impairment of Long-Lived Assets
|
F-18 | ||
|
(k)
|
Revenue Recognition
|
|
(l)
|
Product Warranty
|
|
(m)
|
Research and Development and Advertising Costs
|
F-19 | ||
|
(n)
|
Employee Retirement Plan
|
|
(o)
|
Income Taxes
|
F-20 | ||
|
(p)
|
Foreign Currency Translation and Foreign Currency Transactions
|
|
(q)
|
Earnings Per Ordinary Share
|
|
|
Year Ended December 31,
|
|
|||||
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Himax Technologies, Inc.
stockholders (in thousands) |
|
$
|
10,706
|
|
51,596
|
|
61,476
|
|
Denominator for basic earnings per ordinary share:
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares
outstanding (in thousands) |
|
|
353,771
|
|
341,056
|
|
340,423
|
|
Basic earnings per ordinary share attributable to
Himax Technologies, Inc. stockholders |
|
$
|
0.03
|
|
0.15
|
|
0.18
|
|
F-21 | ||
|
|
Year Ended December 31,
|
|
|||||
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Himax Technologies, Inc.
stockholders (in thousands) |
|
$
|
10,706
|
|
51,596
|
|
61,476
|
|
Denominator for diluted earnings per ordinary share:
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares
outstanding (in thousands) |
|
|
353,771
|
|
341,056
|
|
340,423
|
|
Unvested RSUs (in thousands)
|
|
|
56
|
|
468
|
|
3,195
|
|
|
|
|
353,827
|
|
341,524
|
|
343,618
|
|
Diluted earnings per ordinary share attributable to
Himax Technologies, Inc. stockholders |
|
$
|
0.03
|
|
0.15
|
|
0.18
|
|
|
(r)
|
Share-Based Compensation
|
|
(s)
|
Segment Reporting
|
F-22 | ||
|
(t)
|
Noncontrolling Interests
|
|
|
Year Ended December 31,
|
|
|||||
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Himax Technologies, Inc. stockholders
|
|
$
|
10,706
|
|
51,596
|
|
61,476
|
|
Transfers (to) from the noncontrolling interests:
|
|
|
|
|
|
|
|
|
Increase (decrease) in Himax Technologies, Inc.’s paid-in capital for sale of shares of subsidiaries
|
|
|
2,150
|
|
501
|
|
(1,455)
|
|
Decrease in Himax Technologies, Inc.’s paid-in capital for purchase of shares of subsidiaries
|
|
|
(2,532)
|
|
-
|
|
(1,006)
|
|
Change from net income attributable to Himax
Technologies, Inc. stockholders and transfers from noncontrolling interests |
|
$
|
10,324
|
|
52,097
|
|
59,015
|
|
F-23 | ||
|
(u)
|
Fair Value Measurements
|
|
(i)
|
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
|
|
(ii)
|
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
|
|
(iii)
|
Level 3 inputs are unobservable inputs for the asset or liability.
|
F-24 | ||
|
Note 3.
|
Acquisition
|
|
|
At July 3, 2012
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
Consideration:
|
|
|
|
|
Fair value of previously held equity interests
|
|
$
|
5,439
|
|
Fair value of Himax Display Inc.’s ordinary shares
|
|
|
270
|
|
Cash
|
|
|
3
|
|
Total consideration transferred
|
|
|
5,712
|
|
|
|
|
|
|
Acquisition related costs included in G&A expense
|
|
$
|
347
|
|
|
|
|
|
|
Recognized amounts of identifiable assets acquired and liabilities
assumed: |
|
|
|
|
Current assets
|
|
$
|
632
|
|
Property and equipment
|
|
|
267
|
|
Other assets
|
|
|
35
|
|
Intangible assets
|
|
|
6,157
|
|
Current liabilities
|
|
|
(78)
|
|
Other liabilities
|
|
|
(1,610)
|
|
Deferred income taxes
|
|
|
(983)
|
|
Total identifiable net assets acquired
|
|
|
4,420
|
|
Goodwill
|
|
$
|
1,292
|
|
F-25 | ||
|
|
Year ended
December 31, (unaudited) |
|
|||
|
|
2011
|
|
2012
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
633,177
|
|
737,255
|
|
Net income attributable to Himax Technologies, Inc. stockholders
|
|
$
|
2,895
|
|
49,262
|
|
Basic and diluted earnings per share attributable to Himax
Technologies, Inc. stockholders |
|
$
|
0.01
|
|
0.14
|
|
F-26 | ||
|
Note 4.
|
Investments in Marketable Securities Available-for sale
|
|
|
December 31, 2012
|
|
|||||||
|
|
Aggregate
|
|
Gross
Unrealized |
|
Gross
Unrealized |
|
Aggregate
Market |
|
|
|
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
|
|
|
|
(in thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Time deposit with original maturities more
than three months |
|
$
|
150
|
|
22
|
|
-
|
|
172
|
|
|
|
December 31, 2013
|
|
|||||||
|
|
Aggregate
|
|
Gross
Unrealized |
|
Gross
Unrealized |
|
Aggregate
Market |
|
|
|
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
|
|
|
|
(in thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Time deposit with original maturities more
than three months |
|
$
|
771
|
|
17
|
|
-
|
|
788
|
|
Period
|
|
Proceeds
from sales |
|
Gross
realized gains |
|
Gross
realized losses |
|
|
|
|
(in thousands)
|
|
|||||
|
|
|
|
|
|
|
|
|
Year 2011
|
|
$
|
25,834
|
|
420
|
|
(70)
|
|
Year 2012
|
|
$
|
19,612
|
|
35
|
|
(32)
|
|
Year 2013
|
|
$
|
21,792
|
|
17
|
|
(25)
|
|
|
Note 5.
|
Allowance for Doubtful Accounts, Sales Returns and Discounts
|
F-27 | ||
|
|
Balance at
|
|
|
Charges
|
|
|
|
|
|
Balance at
|
|
|
|
|
beginning
|
|
|
(credits) to
|
|
|
Amounts
|
|
|
end of
|
|
|
Period
|
|
of year
|
|
|
earnings
|
|
|
utilized
|
|
|
year
|
|
|
|
|
(in thousands)
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year 2011
|
|
$
|
16,727
|
|
|
(1,541)
|
|
|
-
|
|
|
15,186
|
|
Year 2012
|
|
$
|
15,186
|
|
|
-
|
|
|
-
|
|
|
15,186
|
|
Year 2013
|
|
$
|
15,186
|
|
|
173
|
|
|
-
|
|
|
15,359
|
|
|
|
Balance at
|
|
|
|
|
|
Balance at
|
|
||||
|
|
beginning
|
|
|
|
Amounts
|
|
end of
|
|
||||
Period
|
|
of year
|
|
Additions
|
|
utilized
|
|
year
|
|
||||
|
|
(in thousands)
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year 2011
|
|
$
|
591
|
|
|
3,385
|
|
|
(3,191)
|
|
|
785
|
|
Year 2012
|
|
$
|
785
|
|
|
7,386
|
|
|
(7,093)
|
|
|
1,078
|
|
Year 2013
|
|
$
|
1,078
|
|
|
7,272
|
|
|
(7,421)
|
|
|
929
|
|
|
Note 6.
|
Equity Method Investments
|
|
|
December 31,
|
|
||||||||||
|
|
2012
|
2013
|
|
|||||||||
|
|
|
|
Holding
|
|
|
|
Holding
|
|
||||
|
|
Amount
|
%
|
Amount
|
%
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Create Electronic Optical Co., Ltd.
|
|
$
|
283
|
|
|
21.11
|
|
|
172
|
|
|
21.11
|
|
Iris (See Note 1)
|
|
|
-
|
|
|
-
|
|
|
18
|
|
|
6.41
|
|
|
|
$
|
283
|
|
|
|
|
|
190
|
|
|
|
|
F-28 | ||
|
Note 7.
|
Inventories
|
|
|
December 31,
|
|
|||
|
|
2012
|
|
2013
|
|
|
|
|
(in thousands)
|
|
|||
|
|
|
|
|
|
|
Finished goods
|
|
$
|
39,988
|
|
53,957
|
|
Work in process
|
|
|
60,227
|
|
70,388
|
|
Raw materials
|
|
|
16,424
|
|
52,994
|
|
Supplies
|
|
|
32
|
|
60
|
|
|
|
$
|
116,671
|
|
177,399
|
|
|
Note 8.
|
Other Intangible Assets, Other than Goodwill
|
|
|
December 31, 2012
|
|
||||||
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Gross
|
|
average
|
|
|
|
|
|
|
|
carrying
|
|
amortization
|
|
Accumulated
|
|
||
|
|
amount
|
|
period
|
|
amortization
|
|
||
|
|
(in thousands)
|
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
Technology
|
|
$
|
11,774
|
|
7 years
|
|
|
5,762
|
|
Customer relationship
|
|
|
8,100
|
|
7 years
|
|
|
6,847
|
|
Patents
|
|
|
842
|
|
6 years
|
|
|
686
|
|
Total
|
|
$
|
20,716
|
|
|
|
|
13,295
|
|
Unamortized intangible assets:
|
|
|
|
|
|
|
|
|
|
In-process research and development
|
|
$
|
722
|
|
|
|
|
|
|
F-29 | ||
|
|
December 31, 2013
|
|
||||||
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Gross
|
|
average
|
|
|
|
|
|
|
|
carrying
|
|
amortization
|
|
Accumulated
|
|
||
|
|
amount
|
|
period
|
|
amortization
|
|
||
|
|
(in thousands)
|
|
||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
Technology
|
|
$
|
11,774
|
|
7 years
|
|
|
7,430
|
|
Customer relationship
|
|
|
8,100
|
|
7 years
|
|
|
8,004
|
|
Patents
|
|
|
842
|
|
6 years
|
|
|
770
|
|
Total
|
|
$
|
20,716
|
|
|
|
|
16,204
|
|
Unamortized intangible assets:
|
|
|
|
|
|
|
|
|
|
In-process research and development
|
|
$
|
722
|
|
|
|
|
|
|
|
Note 9.
|
Property, Plant and Equipment
|
|
|
December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
(in thousands)
|
|
||||
|
|
|
|
|
|
|
|
Land
|
|
$
|
14,328
|
|
|
14,328
|
|
Building and improvements
|
|
|
17,740
|
|
|
18,109
|
|
Machinery
|
|
|
31,494
|
|
|
39,530
|
|
Research and development equipment
|
|
|
18,020
|
|
|
23,030
|
|
Software
|
|
|
10,540
|
|
|
12,080
|
|
Office furniture and equipment
|
|
|
7,681
|
|
|
9,125
|
|
Others
|
|
|
17,282
|
|
|
19,362
|
|
|
|
|
117,085
|
|
|
135,564
|
|
Accumulated depreciation and amortization
|
|
|
(66,420)
|
|
|
(76,997)
|
|
Prepayment for purchases of equipment
|
|
|
1,944
|
|
|
2,021
|
|
|
|
$
|
52,609
|
|
|
60,588
|
|
F-30 | ||
|
Note 10.
|
Investment securities
|
|
(a)
|
Investments in Non-marketable Equity Securities
|
|
|
December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
||||
|
|
|
|
|
|
|
|
Chi Lin Optoelectronics Co., Ltd.
|
|
$
|
625
|
|
|
625
|
|
Chi Lin Technology Co. Ltd.
|
|
|
432
|
|
|
432
|
|
Jetronics International Corp.
|
|
|
1,600
|
|
|
1,600
|
|
C Company
|
|
|
8,962
|
|
|
8,962
|
|
S Company
|
|
|
-
|
|
|
5,189
|
|
L Company
|
|
|
-
|
|
|
4,000
|
|
eTurboTouch Technology Inc.
|
|
|
477
|
|
|
477
|
|
Oculon Optoelectronics Inc.
|
|
|
309
|
|
|
309
|
|
Shinyoptics Corp.
|
|
|
283
|
|
|
283
|
|
|
|
$
|
12,688
|
|
|
21,877
|
|
|
(b)
|
Investments in corporate convertible bonds
|
F-31 | ||
|
Note 11.
|
Other Accrued Expenses and Other Current Liabilities
|
|
|
December 31,
|
|
|||
|
|
2012
|
|
2013
|
|
|
|
|
(in thousands)
|
|
|||
|
|
|
|
|
|
|
Accrued mask, mold fees and other expenses for RD
|
|
$
|
7,582
|
|
8,981
|
|
Payable for purchases of equipment
|
|
|
1,694
|
|
2,897
|
|
Accrued software maintenance
|
|
|
2,006
|
|
1,439
|
|
Accrued payroll and related expenses
|
|
|
4,144
|
|
5,799
|
|
Accrued professional service fee
|
|
|
1,025
|
|
1,388
|
|
Warrant obligation
|
|
|
-
|
|
1,255
|
|
Accrued warranty costs
|
|
|
197
|
|
121
|
|
Accrued insurance, welfare expenses, etc.
|
|
|
7,077
|
|
8,186
|
|
|
|
$
|
23,725
|
|
30,066
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
Balance at
|
|
(reversal)
|
|
|
|
Balance at
|
|
|
|
|
beginning
|
|
charged to
|
|
Amounts
|
|
end of
|
|
|
Period
|
|
of year
|
|
expense
|
|
utilized
|
|
year
|
|
|
|
|
(in thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Year 2011
|
|
$
|
679
|
|
(321)
|
|
(280)
|
|
78
|
|
Year 2012
|
|
$
|
78
|
|
856
|
|
(737)
|
|
197
|
|
Year 2013
|
|
$
|
197
|
|
364
|
|
(440)
|
|
121
|
|
|
Note 12.
|
Short-Term Debt
|
F-32 | ||
|
Note 13.
|
Government Grants
|
Authority
|
|
Total Grant
|
|
Execution Period
|
|
Product Description
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
III
|
NT$
|
4,340 (US$140)
|
|
January 2010 to November 2011
|
|
Himax Headquarter Excellent Program (II)
|
III
|
|
18,700 (US$582)
|
|
January 2010 to December 2011
|
|
LCOS Projector Development Program
|
III
|
|
23,220 (US$770)
|
|
June 2011 to February 2013
|
|
CMOS Development Program
|
III
|
|
72,000 (US$2,416)
|
|
January 2013 to June 2014
|
|
MEMS Development Program
|
III
|
|
27,500 (US$923)
|
|
April 2013 to December 2014
|
|
Wafer-Level Lens Development Program
|
|
Note 14.
|
Retirement Plan
|
F-33 | ||
|
|
December 31,
|
|
||||
|
|
2012
|
|
|
2013
|
|
|
|
|
(in thousands)
|
|
||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year
|
|
$
|
2,425
|
|
|
2,334
|
|
Service cost
|
|
|
-
|
|
|
-
|
|
Interest cost
|
|
|
50
|
|
|
39
|
|
Actuarial loss (gain)
|
|
|
(141)
|
|
|
510
|
|
Benefit obligation at end of year
|
|
|
2,334
|
|
|
2,883
|
|
F-34 | ||
|
|
December 31,
|
|
|||
|
|
2012
|
|
2013
|
|
|
|
|
(in thousands)
|
|
|||
Change in plan assets:
|
|
|
|
|
|
|
Fair value at beginning of year
|
|
|
2,305
|
|
2,549
|
|
Actual return on plan assets
|
|
|
24
|
|
33
|
|
Employer contribution
|
|
|
220
|
|
97
|
|
Fair value at end of year
|
|
|
2,549
|
|
2,679
|
|
Funded status
|
|
$
|
215
|
|
(204)
|
|
Amounts recognized in the balance sheet consist of:
|
|
|
|
|
|
|
Prepaid pension costs
|
|
$
|
457
|
|
102
|
|
Accrued pension liabilities
|
|
|
(242)
|
|
(306)
|
|
Net amount recognized
|
|
$
|
215
|
|
(204)
|
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
(in thousands)
|
|
|||||||
Service cost
|
|
$
|
-
|
|
|
-
|
|
|
-
|
|
Interest cost
|
|
|
33
|
|
|
50
|
|
|
39
|
|
Expected return on plan assets
|
|
|
(44)
|
|
|
(48)
|
|
|
(44)
|
|
Net amortization
|
|
|
36
|
|
|
69
|
|
|
58
|
|
Net periodic pension cost
|
|
$
|
25
|
|
|
71
|
|
|
53
|
|
|
|
December 31,
|
|
|||||
|
|
2012
|
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
1.75
|
%
|
|
|
2.25
|
%
|
Rate of increase in compensation levels
|
|
|
4.00
|
%
|
|
|
5.00
|
%
|
F-35 | ||
|
|
Year Ended December 31,
|
|
|||||||||
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|||
|
|
Whole
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
2.00
|
%
|
|
|
1.75
|
%
|
|
|
2.25
|
%
|
Rate of increase in compensation levels
|
|
|
5.00
|
%
|
|
|
4.00
|
%
|
|
|
5.00
|
%
|
Expected long-term rate of return on pension assets
|
|
|
2.00
|
%
|
|
|
1.75
|
%
|
|
|
2.00
|
%
|
|
Note 15.
|
Share-Based Compensation
|
|
|
Year Ended December 31,
|
|
|||||
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
|
(in thousands)
|
|
|||||
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
$
|
124
|
|
176
|
|
235
|
|
Research and development
|
|
|
5,062
|
|
5,625
|
|
6,705
|
|
General and administrative
|
|
|
872
|
|
1,191
|
|
1,308
|
|
Sales and marketing
|
|
|
1,005
|
|
1,230
|
|
1,425
|
|
Total compensation recognized in income
|
|
$
|
7,063
|
|
8,222
|
|
9,673
|
|
Income tax benefit
|
|
$
|
818
|
|
1,886
|
|
2,170
|
|
|
(a)
|
Long-term Incentive Plan
|
F-36 | ||
F-37 | ||
|
|
|
Number of
|
|
|
Weighted
|
|
|
|
|
Underlying
|
|
|
Average Grant
|
|
|
|
|
Shares for RSUs
|
|
|
Date Fair Value
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2011
|
|
|
2,688,382
|
|
$
|
2.87
|
|
Granted
|
|
|
2,727,278
|
|
|
1.10
|
|
Vested
|
|
|
(4,096,965)
|
|
|
1.74
|
|
Forfeited
|
|
|
(146,307)
|
|
|
2.87
|
|
Balance at December 31, 2011
|
|
|
1,172,388
|
|
|
2.68
|
|
Granted
|
|
|
5,522,279
|
|
|
1.95
|
|
Vested
|
|
|
(3,879,959)
|
|
|
2.10
|
|
Forfeited
|
|
|
(177,253)
|
|
|
2.81
|
|
Balance at December 31, 2012
|
|
|
2,637,455
|
|
|
1.99
|
|
Granted
|
|
|
867,771
|
|
|
10.15
|
|
Vested
|
|
|
(1,719,273)
|
|
|
5.70
|
|
Forfeited
|
|
|
(274,730)
|
|
|
1.92
|
|
Balance at December 31, 2013
|
|
|
1,511,223
|
|
|
2.47
|
|
F-38 | ||
|
|
Year Ended December 31,
|
|
|||||
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
|
(in thousands)
|
|
|||||
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
$
|
124
|
|
176
|
|
235
|
|
Research and development
|
|
|
4,790
|
|
5,605
|
|
6,686
|
|
General and administrative
|
|
|
863
|
|
1,184
|
|
1,307
|
|
Sales and marketing
|
|
|
996
|
|
1,230
|
|
1,425
|
|
Total compensation from RSUs
|
|
$
|
6,773
|
|
8,195
|
|
9,653
|
|
Income tax benefit
|
|
$
|
818
|
|
1,886
|
|
2,170
|
|
|
(b)
|
Non-vested Shares Issued to Employees
|
F-39 | ||
|
|
|
|
|
Weighted
|
|
|
|
|
Number of
|
|
Average Grant
|
|
||
|
|
Shares
|
|
Date Fair Value
|
|
||
|
|
|
|
|
|
|
|
Balance at January 1, 2011
|
|
|
1,939,490
|
|
$
|
0.72
|
|
Granted
|
|
|
567,689
|
|
|
0.72
|
|
Vested
|
|
|
(601,129)
|
|
|
0.72
|
|
Forfeited
|
|
|
(28,971)
|
|
|
0.72
|
|
Balance at December 31, 2011
|
|
|
1,877,079
|
|
|
0.72
|
|
Vested
|
|
|
(699,967)
|
|
|
0.72
|
|
Forfeited
|
|
|
(821,365)
|
|
|
0.72
|
|
Balance at December 31, 2012
|
|
|
355,747
|
|
|
0.72
|
|
Vested
|
|
|
(181,448)
|
|
|
0.72
|
|
Forfeited
|
|
|
(143,160)
|
|
|
0.72
|
|
Balance at December 31, 2013
|
|
|
31,139
|
|
|
0.72
|
|
|
(c)
|
Employee stock options
|
|
(i)
|
On December 20, 2007 and October 20, 2009, board of directors of Himax Media Solutions approved two plans, the 2007 plan and the 2009 plan, respectively, to grant stock options to certain employees. These two plans authorize grants to purchase up to 6,800,000 shares and 2,300,000 shares, respectively, of Himax Media Solutions’ authorized but unissued ordinary shares. The exercise price was NT$15 (US$0.464) and NT$10 (US$0.311), respectively.
|
F-40 | ||
|
|
2007
|
|
2009
|
|
Valuation assumptions:
|
|
|
|
|
|
Expected dividend yield
|
|
0
|
%
|
0
|
%
|
Expected volatility
|
|
39.94
|
%
|
51.52
|
%
|
Expected term (years)
|
|
4.375
|
|
4.375
|
|
Risk-free interest rate
|
|
2.4776
|
%
|
2
|
%
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Weighted
|
|
|
average
|
|
|
|
|
|
|
|
average
|
|
|
remaining
|
|
|
|
|
|
Number
|
|
exercise
|
|
|
contractual
|
|
|
|
|
|
of shares
|
|
price
|
|
|
term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2011
|
|
|
1,443,875
|
|
$
|
1.660
|
|
|
2.452
|
|
Granted
|
|
|
444,500
|
|
|
1.834
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
-
|
|
|
|
|
Forfeited
|
|
|
(346,813)
|
|
|
1.717
|
|
|
|
|
Balance at December 31, 2011
|
|
|
1,541,562
|
|
|
1.696
|
|
|
1.803
|
|
Granted
|
|
|
9,750
|
|
|
1.856
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
-
|
|
|
|
|
Forfeited
|
|
|
(372,187)
|
|
|
1.721
|
|
|
|
|
Balance at December 31, 2012
|
|
|
1,179,125
|
|
|
1.690
|
|
|
0.803
|
|
Granted
|
|
|
-
|
|
|
-
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
-
|
|
|
|
|
Forfeited
|
|
|
(890,625)
|
|
|
1.834
|
|
|
|
|
Balance at December 31, 2013
|
|
|
288,500
|
|
|
1.244
|
|
|
-
|
|
Exercisable at December 31, 2013
|
|
|
288,500
|
|
|
1.244
|
|
|
|
|
F-41 | ||
|
(ii)
|
On July 1, 2012 and July 1, 2013, board of directors of Imaging Cayman approved a plan to grant stock options, the 2012 plan and the 2013 plan, respectively, to certain employees. These two plans authorize grants to purchase up to 2,000,000 shares and 430,000 shares, respectively, of Imaging Taiwan’ issued ordinary shares held by Imaging Cayman. The exercise price was NT$30 (US$1.004) and NT$30 (US$1), respectively.
|
|
|
2012
|
|
|
2013
|
|
||
Valuation assumptions:
|
|
|
|
|
|
|
|
|
Expected dividend yield
|
|
|
0
|
%
|
|
|
0
|
%
|
Expected volatility
|
|
|
43.29
|
%
|
|
|
39.50
|
%
|
Expected term (years)
|
|
|
3.125
|
|
|
|
2.125
|
|
Risk-free interest rate
|
|
|
0.87
|
%
|
|
|
0.85
|
%
|
F-42 | ||
|
|
|
|
|
|
|
Weighted
|
|
||
|
|
|
|
|
Weighted
|
|
average
|
|
||
|
|
|
|
|
average
|
|
remaining
|
|
||
|
|
Number
|
|
exercise
|
|
contractual
|
|
|||
|
|
of shares
|
|
price
|
|
term
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2012
|
|
|
-
|
|
$
|
-
|
|
|
|
|
Granted
|
|
|
1,115,000
|
|
|
1.004
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
-
|
|
|
|
|
Forfeited
|
|
|
(65,000)
|
|
|
1.004
|
|
|
|
|
Balance at December 31, 2012
|
|
|
1,050,000
|
|
|
1.004
|
|
|
3.5
|
|
Granted
|
|
|
425,000
|
|
|
1.000
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
-
|
|
|
|
|
Forfeited
|
|
|
(75,000)
|
|
|
1.004
|
|
|
|
|
Balance at December 31, 2013
|
|
|
1,400,000
|
|
|
1.003
|
|
|
2.5
|
|
Exercisable at December 31, 2013
|
|
|
700,000
|
|
|
1.003
|
|
|
|
|
|
Note 16.
|
Equity
|
|
(a)
|
Share capital
|
|
(b)
|
Earnings distribution
|
F-43 | ||
|
Note 17.
|
Comprehensive Income
|
|
|
|
|
|
Unrealized
|
|
Defined
|
|
Accumulated
|
|
|
|
Foreign
|
|
gains/
|
|
benefit
|
|
other
|
|
|
|
|
currency
|
|
(losses) on
|
|
pension
|
|
comprehensive
|
|
|
|
|
items
|
|
securities
|
|
plan
|
|
income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance, January 1, 2012
|
|
$
|
738
|
|
616
|
|
(1,188)
|
|
166
|
|
Other comprehensive income (loss) before
reclassifications |
|
|
52
|
|
59
|
|
234
|
|
345
|
|
Reclassification adjustments for losses (gains)
reclassified into income, net of tax of nil |
|
|
-
|
|
(648)
|
|
-
|
|
(648)
|
|
Ending balance, December 31, 2012
|
|
$
|
790
|
|
27
|
|
(954)
|
|
(137)
|
|
Beginning balance, January 1, 2013
|
|
$
|
790
|
|
27
|
|
(954)
|
|
(137)
|
|
Other comprehensive income (loss) before
reclassifications |
|
|
161
|
|
(12)
|
|
(432)
|
|
(283)
|
|
Reclassification adjustments for losses (gains)
reclassified into income, net of tax of nil |
|
|
-
|
|
8
|
|
-
|
|
8
|
|
Ending balance, December 31, 2013
|
|
$
|
951
|
|
23
|
|
(1,386)
|
|
(412)
|
|
|
Note 18.
|
Income Taxes
|
F-44 | ||
F-45 | ||
|
Date of investment
|
|
Tax exemption period
|
|
|
|
|
|
Himax Taiwan:
|
|
|
|
September 20, 2004
|
|
January 1, 2008-December 31, 2012
|
|
June 5, 2009
|
|
January 1, 2014-December 31, 2018
|
|
November 12, 2009
|
|
January 1, 2014-December 31, 2018
|
|
Himax Semiconductor:
|
|
|
|
August 26, 2004
|
|
January 1, 2009-December 31, 2013
|
|
October 9, 2009
|
|
January 1, 2014-December 31, 2018
|
|
|
Year Ended December 31,
|
|
|||||
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|||||
|
|
|
|
|
|
|
|
|
Taiwan operations
|
|
$
|
22,370
|
|
73,461
|
|
77,130
|
|
Cayman operations
|
|
|
(7,038)
|
|
(7,395)
|
|
(57)
|
|
US operations
|
|
|
151
|
|
(1,597)
|
|
(2,251)
|
|
China operations
|
|
|
1,293
|
|
1,388
|
|
506
|
|
Korea operations
|
|
|
32
|
|
29
|
|
55
|
|
Japan operations
|
|
|
-
|
|
-
|
|
17
|
|
|
|
$
|
16,808
|
|
65,886
|
|
75,400
|
|
F-46 | ||
|
|
Year Ended December 31,
|
|
|||||
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|||||
Current:
|
|
|
|
|
|
|
|
|
Taiwan operations based on statutory tax rate of 17%
|
|
$
|
(2,842)
|
|
755
|
|
5,126
|
|
Taiwan operations 10% of surtax
|
|
|
3,424
|
|
5,277
|
|
6,497
|
|
Cayman operations
|
|
|
-
|
|
1
|
|
-
|
|
US operations
|
|
|
104
|
|
162
|
|
156
|
|
China operations
|
|
|
120
|
|
699
|
|
270
|
|
Korea operations
|
|
|
5
|
|
3
|
|
11
|
|
Japan operations
|
|
|
-
|
|
-
|
|
7
|
|
Total current income tax expense
|
|
|
811
|
|
6,897
|
|
12,067
|
|
Deferred:
|
|
|
|
|
|
|
|
|
Taiwan operations - based on statutory tax rate of 17%
|
|
|
6,468
|
|
9,789
|
|
6,593
|
|
Taiwan operations 10% of surtax
|
|
|
(143)
|
|
(29)
|
|
853
|
|
US operations
|
|
|
5
|
|
(998)
|
|
4
|
|
China operations
|
|
|
162
|
|
89
|
|
(36)
|
|
Korea operations
|
|
|
(2)
|
|
-
|
|
(5)
|
|
Total deferred income tax expense
|
|
|
6,490
|
|
8,851
|
|
7,409
|
|
Income tax expense
|
|
$
|
7,301
|
|
15,748
|
|
19,476
|
|
|
|
Year Ended December 31,
|
|
|||||
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
|
(in thousands)
|
|
|||||
Deferred income tax expense, exclusive of the effects of other
components listed below |
|
$
|
1,085
|
|
9,981
|
|
7,409
|
|
Adjustments to deferred tax assets and liabilities for changes
in enacted tax laws and rates |
|
|
(1)
|
|
-
|
|
-
|
|
Tax benefits of operating loss carryforwards
|
|
|
-
|
|
(1,130)
|
|
-
|
|
Increase in the beginning-of-the-year balance of the valuation
allowance for deferred tax assets |
|
|
5,406
|
|
-
|
|
-
|
|
|
|
$
|
6,490
|
|
8,851
|
|
7,409
|
|
F-47 | ||
|
|
Year Ended December 31,
|
|
|||||
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|||||
|
|
|
|
|
|
|
|
|
Expected income tax expense
|
|
$
|
2,857
|
|
11,201
|
|
12,818
|
|
Tax on undistributed retained earnings
|
|
|
1,718
|
|
3,341
|
|
4,700
|
|
Tax-exempted income
|
|
|
(836)
|
|
(2,921)
|
|
(2,392)
|
|
Tax benefit resulting from setting aside legal reserve
from prior year’s income |
|
|
(164)
|
|
(571)
|
|
(558)
|
|
Realized tax losses on investments in subsidiaries due to capital
reduction to offset the accumulated deficit |
|
|
(1,821)
|
|
(6,157)
|
|
-
|
|
Increase in investment tax credits
|
|
|
(3,533)
|
|
(1,210)
|
|
-
|
|
Expired investment tax credits
|
|
|
1,841
|
|
5,302
|
|
-
|
|
Increase in deferred tax asset valuation allowance
|
|
|
8,583
|
|
8,219
|
|
3,146
|
|
Non-deductible share-based compensation expenses
|
|
|
589
|
|
53
|
|
2
|
|
Changes in unrecognized tax benefits related to prior year tax
positions, net of its impact to tax-exempted income |
|
|
(6,759)
|
|
658
|
|
(215)
|
|
Tax effect resulting from foreign currency matters
|
|
|
3,160
|
|
(3,607)
|
|
2,278
|
|
Foreign tax rate differential
|
|
|
1,350
|
|
1,415
|
|
612
|
|
Variance from audits, amendments and examinations of
prior years’ income tax filings |
|
|
476
|
|
40
|
|
(1,376)
|
|
Others
|
|
|
(160)
|
|
(15)
|
|
461
|
|
Actual income tax expense
|
|
$
|
7,301
|
|
15,748
|
|
19,476
|
|
|
|
Year Ended December 31,
|
|
|||||
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|||||
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
7,301
|
|
15,748
|
|
19,476
|
|
Other comprehensive gain (loss)
|
|
|
(125)
|
|
8
|
|
(99)
|
|
Excess tax benefits allocated to additional paid-in capital from share-based compensation
|
|
|
-
|
|
-
|
|
(1,271)
|
|
Total income tax expense
|
|
$
|
7,176
|
|
15,756
|
|
18,106
|
|
F-48 | ||
|
|
December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
||||
Deferred tax assets:
|
|
|
|
|
|
|
|
Inventory
|
|
$
|
5,538
|
|
|
6,509
|
|
Allowance for doubtful accounts
|
|
|
2,270
|
|
|
2,255
|
|
Unused investment tax credits
|
|
|
22,835
|
|
|
6,017
|
|
Unused loss carryforward-regular tax
|
|
|
26,388
|
|
|
28,098
|
|
Unused loss carryforward-undistributed earnings tax
|
|
|
8,654
|
|
|
10,229
|
|
Other
|
|
|
1,992
|
|
|
1,845
|
|
Total gross deferred tax assets
|
|
|
67,677
|
|
|
54,953
|
|
Less: valuation allowance
|
|
|
(44,995)
|
|
|
(38,347)
|
|
Net deferred tax assets
|
|
|
22,682
|
|
|
16,606
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
Excess tax benefit for share-based compensation
|
|
|
-
|
|
|
(2,032)
|
|
Prepaid pension cost
|
|
|
(401)
|
|
|
(396)
|
|
Acquired intangible assets
|
|
|
(3,015)
|
|
|
(2,180)
|
|
Other
|
|
|
(78)
|
|
|
(119)
|
|
Total gross deferred tax liabilities
|
|
|
(3,494)
|
|
|
(4,727)
|
|
Net deferred tax assets
|
|
$
|
19,188
|
|
|
11,879
|
|
|
|
Balance at
|
|
Additions-
|
|
Deductions-
|
|
Expiration
|
|
|
|
|
|
|
|
|
beginning
|
|
Charges to
|
|
Charges to
|
|
and
|
|
Others
|
|
Balance at
|
|
|
Period
|
|
of year
|
|
earnings
|
|
earnings
|
|
Forfeitures
|
|
(Note)
|
|
end of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year 2011
|
|
$
|
53,437
|
|
8,964
|
|
(381)
|
|
(15,414)
|
|
(1,781)
|
|
44,825
|
|
Year 2012
|
|
$
|
44,825
|
|
9,993
|
|
(1,774)
|
|
(11,655)
|
|
3,606
|
|
44,995
|
|
Year 2013
|
|
$
|
44,995
|
|
4,698
|
|
(1,552)
|
|
(10,183)
|
|
389
|
|
38,347
|
|
F-49 | ||
|
|
Deductible amount
|
|
Tax effect
|
|
Expiration year
|
|
|||
|
|
(in thousands)
|
|
|
|
|
||||
Taiwan operations
|
|
$
|
146,638
|
|
$
|
24,928
|
|
|
2014~2023
|
|
Hong Kong operations
|
|
|
1,808
|
|
|
298
|
|
|
Indefinitely
|
|
US operations
|
|
|
7,211
|
|
|
2,872
|
|
|
2024~2033
|
|
|
|
|
|
|
$
|
28,098
|
|
|
|
|
F-50 | ||
|
|
Tax effect
|
|
|
|
|
|
|
(in thousands)
|
|
Expiration year
|
|
|
|
|
|
|
|
|
|
Taiwan operations
|
|
$
|
4,768
|
|
2014~2016
|
|
US operations
|
|
|
1,249
|
|
2020~2033
|
|
|
|
$
|
6,017
|
|
|
|
|
|
For the year ended December 31,
|
|
|||||
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
|
(in thousands)
|
|
|||||
Balance at beginning of year
|
|
$
|
6,892
|
|
128
|
|
791
|
|
Increase related to prior year tax positions
|
|
|
-
|
|
658
|
|
-
|
|
Decrease related to prior year tax positions
|
|
|
(6,759)
|
|
-
|
|
(215)
|
|
Settlements
|
|
|
-
|
|
-
|
|
(93)
|
|
Effect of exchange rate change
|
|
|
(5)
|
|
5
|
|
-
|
|
Balance at end of year
|
|
$
|
128
|
|
791
|
|
483
|
|
F-51 | ||
|
|
Fair Value Measurements at
|
|
|||||
|
|
December 31, 2012 Using
|
|
|||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
Time deposits with original maturities less
than three months |
|
$
|
45,000
|
|
-
|
|
-
|
|
Marketable securities available-for-sale:
|
|
|
|
|
|
|
|
|
Time deposit with original maturities more
than three months |
|
|
-
|
|
172
|
|
-
|
|
Restricted marketable securities:
|
|
|
|
|
|
|
|
|
Time deposits with original maturities of more
than three months |
|
|
-
|
|
1,273
|
|
-
|
|
Total
|
|
$
|
45,000
|
|
1,445
|
|
-
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Short-term debt
|
|
$
|
-
|
|
73,000
|
|
-
|
|
Total
|
|
$
|
-
|
|
73,000
|
|
-
|
|
|
|
Fair Value Measurements at
|
|
|||||
|
|
December 31, 2013 Using
|
|
|||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
Time deposits with original maturities less than
three months |
|
$
|
35,684
|
|
-
|
|
-
|
|
Marketable securities available-for-sale:
|
|
|
|
|
|
|
|
|
Time deposit with original maturities more than
three months |
|
|
-
|
|
788
|
|
-
|
|
Restricted marketable securities:
|
|
|
|
|
|
|
|
|
Time deposits with original maturities of more than
three months |
|
|
-
|
|
3,034
|
|
-
|
|
Total
|
|
$
|
35,684
|
|
3,822
|
|
-
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Short-term debt
|
|
$
|
-
|
|
105,500
|
|
-
|
|
Other current liabilities:
|
|
|
|
|
|
|
|
|
Warrant obligation
|
|
|
-
|
|
-
|
|
1,255
|
|
Total
|
|
$
|
-
|
|
105,500
|
|
1,255
|
|
F-52 | ||
|
|
Fair Value Measurements at
|
|
|||||||||
|
|
reporting Date Using
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
For the
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
December
|
|
|
|
|
|
|
|
|
|
|
|
|
31, 2012
|
|
|
|
December 31,
|
|
|
|
|
|
|
|
Impairment
|
|
|
|
|
2012
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
loss
|
|
|
|
|
(in thousands)
|
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in Non-marketable Equity Securities- eTurbo Touch Technology Inc.
|
|
$
|
477
|
|
-
|
|
-
|
|
477
|
|
238
|
|
F-53 | ||
|
|
Warrant
|
|
|
|
|
obligation
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
Balance at December 31, 2012
|
|
$
|
-
|
|
Liability for warrant obligation
|
|
|
1,415
|
|
Unrealized gain for change in the fair value of the
warrant included in earnings |
|
|
(160)
|
|
Balance at December 31, 2013
|
|
$
|
1,255
|
|
The amount of total gain in 2013 included in earnings
attributable to the change in unrealized gain relating to assets and liabilities still held at December 31, 2013 |
|
$
|
160
|
|
F-54 | ||
F-55 | ||
|
Note 21.
|
Related-party Transactions
|
|
(a)
|
Name and relationship
|
Name of related parties
|
|
Relationship
|
|
|
|
Innolux Corporation (INX)
|
|
Principal Owner, not included as related party since June 19, 2013 (1)
|
|
|
|
Chi Mei Optoelectronics Japan, Co., Ltd. (CMO-Japan)
|
|
The subsidiary of INX, not included as related party since June 19, 2013 (1)
|
|
|
|
NEXGEN Mediatech Inc. (NEXGEN)
|
|
The Company’s Chairman represented on NEXGEN’s Board of Directors, not included as related party since July 2011
|
|
|
|
Chi Lin Technology Co., Ltd. (Chi Lin Tech)
|
|
The Company’s Chairman represented on Chi Lin Tech’s Board of Directors, not included as related party since May 2011
|
F-56 | ||
Name of related parties
|
|
Relationship
|
|
|
|
NingBo Chi Mei Electronics Ltd. (CME-NingBo)
|
|
The subsidiary of INX, not included as related party since June 19, 2013 (1)
|
|
|
|
NingBo Chi Mei Optoelectronics Ltd. (CMO-NingBo)
|
|
The subsidiary of INX, not included as related party since June 19, 2013 (1)
|
|
|
|
NanHai Chi Mei Optoelectronics Ltd. (CMO- NanHai)
|
|
The subsidiary of INX, not included as related party since June 19, 2013 (1)
|
|
|
|
Chi Mei Logistics Corp. (CMLC)
|
|
The subsidiary of INX, not included as related party since July 2011.
|
|
|
|
NingBo Chi Mei Logistics Corp. (CMLC-NingBo)
|
|
The subsidiary of INX, not included as related party since June 19, 2013 (1)
|
|
|
|
Foshan Chi Mei Logistics Ltd. (CMLC-Foshan)
|
|
The subsidiary of INX, not included as related party since June 19, 2013 (1)
|
|
|
|
NingBo ChiHsin Electronics Ltd. (Chi Hsin-NingBo)
|
|
The subsidiary of INX, not included as related party since June 19, 2013 (1)
|
|
|
|
Fulintec Science Engineering Co., Ltd. (Fulintec)
|
|
The subsidiary of INX, not included as related party since May 2011
|
|
|
|
TPO Displays Japan K.K. (TPO Japan)
|
|
The subsidiary of INX, not included as related party since June 19, 2013 (1)
|
|
|
|
TPO Displays Hong Kong Limited (TPO Hong Kong)
|
|
The subsidiary of INX, not included as related party since June 19, 2013 (1)
|
|
|
|
TPO Displays (Shanghai) Ltd. (TPO Shanghai)
|
|
The subsidiary of INX, not included as related party since June 19, 2013 (1)
|
|
|
|
TPO Displays (Nanjing) Ltd. (TPO-NJ)
|
|
The subsidiary of INX, not included as related party since June 19, 2013 (1)
|
|
(1)
|
On January 1, 2013, Chimei Innolux Corporation, or CMI changed its name to Innolux Corporation, or INX. On June 19, 2013, INX disposed of its entire holding shares of the Company, so that INX ceased to be the Company’s shareholder and INX and its affiliates was not a related party to the Company since that day. The related transactions were disclosed as of June 19, 2013.
|
|
(b)
|
Significant transactions with related parties
|
|
(i)
|
Revenues and accounts receivable
|
F-57 | ||
|
|
|
Year Ended December 31,
|
|
|||||
|
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
(in thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
CMO- NingBo
|
|
|
$
|
123,888
|
|
93,664
|
|
32,045
|
|
INX
|
|
|
|
55,629
|
|
56,221
|
|
26,695
|
|
CMO- NanHai
|
|
|
|
41,241
|
|
63,375
|
|
10,564
|
|
CME- NingBo
|
|
|
|
18,889
|
|
21,673
|
|
6,416
|
|
TPO Shanghai
|
|
|
|
1,077
|
|
4,148
|
|
5,632
|
|
Chi Hsin- NingBo
|
|
|
|
16,806
|
|
12,637
|
|
2,534
|
|
Others (individually below 5%)
|
|
|
|
703
|
|
256
|
|
2,669
|
|
|
|
|
$
|
258,233
|
|
251,974
|
|
86,555
|
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
|
|
(in thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Display driver for large-size applications
|
|
$
|
210,137
|
|
|
190,963
|
|
|
54,813
|
|
Display driver for consumer electronics applications
|
|
|
29,316
|
|
|
40,582
|
|
|
24,965
|
|
Display driver for mobile handsets
|
|
|
14,454
|
|
|
14,748
|
|
|
1,863
|
|
Others
|
|
|
4,249
|
|
|
5,681
|
|
|
4,914
|
|
|
|
$
|
258,156
|
|
|
251,974
|
|
|
86,555
|
|
|
|
Amount
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
CMO- NingBo
|
|
$
|
31,421
|
|
INX
|
|
|
17,319
|
|
CMO- NanHai
|
|
|
13,390
|
|
CME- NingBo
|
|
|
5,947
|
|
TPO Shanghai
|
|
|
2,115
|
|
Chi Hsin- NingBo
|
|
|
3,210
|
|
Others (individually below 5%)
|
|
|
30
|
|
|
|
|
73,432
|
|
Allowance for sales returns and discounts
|
|
|
(174)
|
|
|
|
$
|
73,258
|
|
F-58 | ||
|
(ii)
|
Lease
|
|
(iii)
|
Others
|
|
Note 22.
|
Commitments and Contingencies
|
|
(a)
|
As of December 31, 2012, and 2013 the Company had entered into several contracts for the acquisition of equipment and computer software. Total contract prices amounted to $15,126 thousand and $4,418 thousand, respectively. As of December 31, 2012 and 2013, the remaining commitments were $13,876 thousand and $3,980 thousand, respectively.
|
|
(b)
|
The Company leases certain offices and buildings pursuant to operating lease arrangements with unrelated third parties. The lease arrangement will expire gradually from 2014 to 2024. As of December 31, 2012 and 2013, deposits paid amounted to $683 thousand and $995 thousand, respectively, and were recorded as refundable deposit in the consolidated balance sheets.
|
F-59 | ||
Duration
|
|
Amount
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
January 1, 2014~December 31, 2014
|
|
$
|
1,724
|
|
January 1, 2015~December 31, 2015
|
|
|
745
|
|
January 1, 2016~December 31, 2016
|
|
|
603
|
|
January 1, 2017~December 31, 2017
|
|
|
472
|
|
January 1, 2018~December 31, 2018
|
|
|
265
|
|
January 1, 2019~December 31, 2024
|
|
|
967
|
|
|
|
$
|
4,776
|
|
|
(c)
|
The Company entered into several sales agent agreements. Based on these agreements, the Company shall pay commissions at the rates ranging from 0.5% to 5% of the sales to customers in the specific territory or referred by agents as stipulated in these agreements.
|
|
(d)
|
In December 2011, the Company entered into a license agreement for the use of Crosstalk relevant technology for product development. In accordance with the agreement, the Company was required to pay an initial license fee based on the progress of the project development and a royalty based on shipments. In 2011, 2012 and 2013, no royalty was paid.
|
|
(e)
|
The Company from time to time is subject to claims regarding the proprietary use of certain technologies. Currently, management is not aware of any such claims that it believes could have a material adverse effect on the Company’s financial position or results of operations.
|
|
(f)
|
Since Himax Taiwan is not a listed company, it will depend on Himax Technologies, Inc. to meet its equity financing requirements in the future. Any capital contribution by Himax Technologies, Inc. to Himax Taiwan may require the approval of the relevant ROC authorities. The Company may not be able to obtain any such approval in the future in a timely manner, or at all. If Himax Taiwan is unable to receive the equity financing it requires, its ability to grow and fund its operations may be materially and adversely affected.
|
|
(g)
|
The Company has entered into several wafer fabrication or assembly and testing service arrangements with service providers. The Company may be obligated to make payments for purchase orders entered into pursuant to these arrangements. Contractual obligations resulting from above arrangements approximate $121,010 thousand and $86,522 thousand as of December 31, 2012 and 2013, respectively.
|
|
(h)
|
The Company is involved in various claims arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.
|
F-60 | ||
|
Note 23.
|
Redeemable Noncontrolling Interest
|
|
Note 24.
|
Segment, Product and Geographic Information
|
|
|
Year Ended December 31, 2011
|
|
|||||||
|
|
|
|
|
Non-driver
|
|
Consolidated
|
|
||
|
|
Driver IC
|
|
products
|
|
Total
|
|
|||
|
|
(in thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Segment revenues
|
|
$
|
552,456
|
|
|
80,565
|
|
|
633,021
|
|
Segment operating income (loss)
|
|
$
|
38,401
|
|
|
(21,793)
|
|
|
16,608
|
|
Non operating income, net
|
|
|
|
|
|
|
|
|
200
|
|
Consolidated earnings before income taxes
|
|
|
|
|
|
|
|
$
|
16,808
|
|
Significant noncash item:
|
|
|
|
|
|
|
|
|
|
|
Share Based Compensation
|
|
$
|
2,820
|
|
|
1,370
|
|
|
4,190
|
|
Depreciation and amortization
|
|
$
|
7,849
|
|
|
4,946
|
|
|
12,795
|
|
F-61 | ||
|
|
Year Ended December 31, 2012
|
|
|||||||
|
|
|
|
|
Non-driver
|
|
Consolidatd
|
|
||
|
|
Driver IC
|
|
products
|
|
Total
|
|
|||
|
|
(in thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Segment revenues
|
|
$
|
634,111
|
|
|
103,144
|
|
|
737,255
|
|
Segment operating income (loss)
|
|
$
|
83,883
|
|
|
(16,823)
|
|
|
67,060
|
|
Non operating loss, net
|
|
|
|
|
|
|
|
|
(1,174)
|
|
Consolidated earnings before income taxes
|
|
|
|
|
|
|
|
$
|
65,886
|
|
Significant noncash item:
|
|
|
|
|
|
|
|
|
|
|
Share Based Compensation
|
|
$
|
1,612
|
|
|
324
|
|
|
1,936
|
|
Depreciation and amortization
|
|
$
|
8,881
|
|
|
4,418
|
|
|
13,299
|
|
F-62 | ||
|
|
Year Ended December 31, 2013
|
|
|||||||
|
|
|
|
Non-driver
|
|
Consolidated
|
|
|||
|
|
Driver IC
|
|
products
|
|
Total
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Segment revenues
|
|
$
|
644,500
|
|
|
126,239
|
|
|
770,739
|
|
Segment operating income (loss)
|
|
$
|
89,162
|
|
|
(14,819)
|
|
|
74,343
|
|
Non operating gain, net
|
|
|
|
|
|
|
|
|
1,057
|
|
Consolidated earnings before income taxes
|
|
|
|
|
|
|
|
$
|
75,400
|
|
Significant noncash item:
|
|
|
|
|
|
|
|
|
|
|
Share Based Compensation
|
|
$
|
1,359
|
|
|
481
|
|
|
1,840
|
|
Depreciation and amortization
|
|
$
|
7,564
|
|
|
6,745
|
|
|
14,309
|
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
|
2013
|
|
||
|
|
(in thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Display drivers for large-size applications
|
|
$
|
270,372
|
|
|
305,247
|
|
|
228,927
|
|
Display drivers for mobile handsets applications
|
|
|
169,248
|
|
|
177,175
|
|
|
232,019
|
|
Display drivers for consumer electronics applications
|
|
|
112,836
|
|
|
151,689
|
|
|
183,554
|
|
Others
|
|
|
80,565
|
|
|
103,144
|
|
|
126,239
|
|
|
|
$
|
633,021
|
|
|
737,255
|
|
|
770,739
|
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
(in thousands)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
Taiwan
|
|
$
|
395,228
|
|
|
356,793
|
|
|
283,989
|
|
China
|
|
|
209,216
|
|
|
334,433
|
|
|
400,501
|
|
Other Asia Pacific (Korea and Japan)
|
|
|
27,738
|
|
|
43,245
|
|
|
84,695
|
|
Europe and America
|
|
|
839
|
|
|
2,784
|
|
|
1,554
|
|
|
|
$
|
633,021
|
|
|
737,255
|
|
|
770,739
|
|
F-63 | ||
|
|
December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
(in thousands)
|
|||||
|
|
|
|
|
|
|
|
Taiwan
|
|
$
|
51,519
|
|
|
59,562
|
|
China
|
|
|
744
|
|
|
785
|
|
U.S.
|
|
|
330
|
|
|
199
|
|
Korea
|
|
|
16
|
|
|
42
|
|
|
|
$
|
52,609
|
|
|
60,588
|
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
(in thousands)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
INX and its affiliates, not a related party since June 19, 2013
|
|
$
|
258,156
|
|
|
251,974
|
|
|
173,976
|
|
Customer A and its affiliates
|
|
|
35,908
|
|
|
86,069
|
|
|
130,259
|
|
|
|
$
|
294,064
|
|
|
338,043
|
|
|
304,235
|
|
|
|
December 31,
|
|
||||
|
|
2012
|
|
2013
|
|
||
|
|
(in thousands)
|
|||||
|
|
|
|
|
|
|
|
INX and its affiliates, not a related party since June 19, 2013
|
|
$
|
73,432
|
|
|
48,443
|
|
Customer A and its affiliates
|
|
|
29,198
|
|
|
43,245
|
|
|
|
$
|
102,630
|
|
|
91,688
|
|
|
Note 25.
|
Himax Technologies, Inc. (the Parent Company only)
|
F-64 | ||
|
|
December 31,
|
|
|||
|
|
2012
|
|
2013
|
|
|
|
|
(in thousands)
|
|
|||
|
|
|
|
|
|
|
Cash
|
|
$
|
1,075
|
|
268
|
|
Other current assets
|
|
|
835
|
|
912
|
|
Investment in non-marketable securities
|
|
|
1,600
|
|
5,600
|
|
Investments in subsidiaries
|
|
|
627,792
|
|
680,841
|
|
Total assets
|
|
$
|
631,302
|
|
687,621
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
$
|
176
|
|
233
|
|
Short-term debt
|
|
|
54,000
|
|
86,500
|
|
Debt borrowing from a subsidiary
|
|
|
149,183
|
|
151,064
|
|
Total equity
|
|
|
427,943
|
|
449,824
|
|
Total liabilities and equity
|
|
$
|
631,302
|
|
687,621
|
|
|
|
Year ended December 31,
|
|
|||||
|
|
|
2011
|
|
2012
|
|
2013
|
|
|
|
(in thousands)
|
|
|||||
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
-
|
|
-
|
|
Costs and expenses
|
|
|
548
|
|
695
|
|
(248)
|
|
Operating Income (loss)
|
|
|
(548)
|
|
(695)
|
|
248
|
|
Equity in earnings from subsidiaries
|
|
|
13,433
|
|
54,929
|
|
59,402
|
|
Other non-operating loss
|
|
|
(2,179)
|
|
(2,637)
|
|
1,826
|
|
Earnings before income taxes
|
|
|
10,706
|
|
51,597
|
|
61,476
|
|
Income taxes expenses
|
|
|
-
|
|
(1)
|
|
-
|
|
Net Income
|
|
$
|
10,706
|
|
51,596
|
|
61,476
|
|
F-65 | ||
|
|
Year Ended December 31,
|
|
|||||||||||||
|
|
2011
|
|
|
2012
|
|
2013
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
-
|
|
|
10,706
|
|
|
-
|
|
51,596
|
|
-
|
|
61,476
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains (losses) on securities, not
subject to income tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains (losses) on
available-for-sale marketable securities arising during the period |
|
|
(305)
|
|
|
-
|
|
|
59
|
|
-
|
|
(12)
|
|
-
|
|
Reclassification adjustment for realized
losses (gains) included in net income |
|
|
(350)
|
|
|
(655)
|
|
|
(648)
|
|
(589)
|
|
8
|
|
(4)
|
|
Foreign currency translation adjustments,
not subject to income tax |
|
|
|
|
|
128
|
|
|
|
|
50
|
|
|
|
161
|
|
Net unrecognized actuarial gain (loss), net of
tax of $(125), $8 and $(99) in 2011, 2012 and 2013, respectively |
|
|
|
|
|
(573)
|
|
|
|
|
233
|
|
|
|
(401)
|
|
Comprehensive income
|
|
|
|
|
$
|
9,606
|
|
|
|
|
51,290
|
|
|
|
61,232
|
|
|
|
Year ended December 31,
|
|
|||||||
|
|
2011
|
|
2012
|
|
2013
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
10,706
|
|
|
51,596
|
|
|
61,476
|
|
Adjustments to reconcile net income to net cash used in
operating activities: |
|
|
|
|
|
|
|
|
|
|
Equity in earnings from subsidiaries
|
|
|
(13,433)
|
|
|
(54,929)
|
|
|
(59,402)
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Other current assets
|
|
|
(790)
|
|
|
311
|
|
|
(77)
|
|
Other current liabilities
|
|
|
1,767
|
|
|
1,637
|
|
|
57
|
|
Net cash provided by (used in) operating activities
|
|
|
(1,750)
|
|
|
(1,385)
|
|
|
2,054
|
|
Net cash used in investing activities
|
|
|
-
|
|
|
-
|
|
|
(4,060)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
Distribution of cash dividends
|
|
$
|
(21,224)
|
|
|
(10,680)
|
|
|
(42,394)
|
|
Proceeds from borrowing of short-term debt
|
|
|
271,200
|
|
|
266,000
|
|
|
295,320
|
|
Repayment of short-term debt
|
|
|
(250,000)
|
|
|
(277,200)
|
|
|
(262,820)
|
|
Investment returned from subsidiaries
|
|
|
-
|
|
|
56,836
|
|
|
-
|
|
Proceeds from issue of RSUs from a subsidiary
|
|
|
1,634
|
|
|
1,306
|
|
|
9,212
|
|
Purchase of subsidiary shares from noncontrolling interests
|
|
|
(1,324)
|
|
|
-
|
|
|
-
|
|
Proceeds from (repayment of) debt from a subsidiary
|
|
|
6,300
|
|
|
(25,500)
|
|
|
1,881
|
|
Acquisitions of ordinary shares for retirement
|
|
|
(4,627)
|
|
|
(8,886)
|
|
|
-
|
|
Net cash provided by financing activities
|
|
|
1,959
|
|
|
1,876
|
|
|
1,199
|
|
Net increase (decrease) in cash
|
|
|
209
|
|
|
491
|
|
|
(807)
|
|
Cash at beginning of year
|
|
|
375
|
|
|
584
|
|
|
1,075
|
|
Cash at end of year
|
|
$
|
584
|
|
|
1,075
|
|
|
268
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
Interest paid during the year
|
|
$
|
353
|
|
|
264
|
|
|
301
|
|
Income taxes paid during the year
|
|
$
|
-
|
|
|
1
|
|
|
-
|
|
F-66 | ||
Exhibit 8.1
Himax Technologies, Inc.
List of Subsidiaries
Subsidiary | Jurisdiction of Incorporation |
Percentage of Our Ownership Interest |
||||
Himax Technologies Limited | ROC | 100.0 | % | |||
Himax Technologies Korea Ltd. | South Korea | 100.0 | % | |||
Himax Semiconductor, Inc. | ROC | 100.0 | % | |||
Himax Technologies (Samoa), Inc. | Samoa | 100.0 | %(1) | |||
Himax Technologies (Suzhou) Co., Ltd. | PRC | 100.0 | %(2) | |||
Himax Technologies (Shenzhen) Co., Ltd. | PRC | 100.0 | %(2) | |||
Himax Display, Inc. | ROC | 76.7 | %(1) | |||
Integrated Microdisplays Limited | Hong Kong | 76.7 | %(3) | |||
Himax Display (USA) Inc. | Delaware, USA | 76.7 | %(3) | |||
Himax Analogic, Inc. | ROC | 83.2 | %(1) | |||
Himax Imaging, Inc. | Cayman Islands | 100.0 | % | |||
Himax Imaging, Ltd. | ROC | 88.1 | %(4) | |||
Himax Imaging Corp. | California, USA | 88.1 | %(5) | |||
Argo Limited | Cayman Islands | 100.0 | % | |||
Tellus Limited | Cayman Islands | 100.0 | %(6) | |||
Himax Media Solutions, Inc. | ROC | 92.4 | %(7) | |||
Harvest Investment Limited | ROC | 100.0 | %(1) | |||
Himax Technologies Japan Ltd. | Japan | 100.0 | % | |||
Himax Semiconductor (Hong Kong) Limited | Hong Kong | 100.0 | % |
(1) Indirectly, through our 100.0% ownership of Himax Technologies Limited.
(2) Indirectly, through our 100.0% ownership of Himax Technologies (Samoa), Inc.
(3) Indirectly, through our 76.7% ownership of Himax Display, Inc.
(4) Indirectly, as to 80.5% through our 100.0% ownership of Himax Imaging, Inc. and as to 7.6% through our 100.0% ownership of Himax Technologies Limited.
(5) Indirectly, through our 88.1% ownership of Himax Imaging, Ltd.
(6) Indirectly, through our 100.0% ownership of Argo Limited.
(7) Directly, as to 22.0%, and indirectly, as to 70.4% through our 100.0% ownership of Himax Technologies Limited.
Exhibit 12.1
Certification
I, Jordan Wu, certify that:
1. | I have reviewed this annual report on Form 20-F of Himax Technologies, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: April 15, 2014
By: | /s/ Jordan Wu | ||
Name: | Jordan Wu | ||
Title: | President and Chief Executive Officer |
Exhibit 12.2
Certification
I, Jackie Chang, certify that:
1. | I have reviewed this annual report on Form 20-F of Himax Technologies, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: April 15, 2014
By: | /s/ Jackie Chang | ||
Name: | Jackie Chang | ||
Title: | Chief Financial Officer |
Exhibit 13.1
Certification
April 15, 2014
The certification set forth below is being submitted to the Securities and Exchange Commission in connection with the Annual Report on Form 20-F for the year ended December 31, 2013 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Jordan Wu, the President and Chief Executive Officer of Himax Technologies, Inc., and Jackie Chang, the Chief Financial Officer of Himax Technologies, Inc., each certifies that, to the best of his or her knowledge:
1. | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and |
2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Himax Technologies, Inc. |
By: | /s/ Jordan Wu | ||
Name: | Jordan Wu | ||
Title: | President and Chief Executive Officer |
By: | /s/ Jackie Chang | ||
Name: | Jackie Chang | ||
Title: | Chief Financial Officer |
Exhibit 15.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Himax Technologies, Inc.:
We consent to the incorporation by reference in the registration statements (No. 333-137585 and No. 333-176863) on Form S-8 and the registration statements (No. 333-188253 and No. 333-189052) on Form F-3 of Himax Technologies, Inc. and subsidiaries of our reports dated April 15, 2014, with respect to the consolidated balance sheets of Himax Technologies, Inc. as of December 31, 2012 and 2013, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2013, and the effectiveness of internal control over financial reporting as of December 31, 2013, which reports appear in the December 31, 2013 annual report on Form 20-F of Himax Technologies, Inc.
/s/ KPMG | |
Taipei, Taiwan (the Republic of China) | |
April 15, 2014 |
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