Washington, D.C. 20549
(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)
Securities registered or to be registered
pursuant to Section 12(b) of the Act:
Securities registered or to be registered
pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the annual report. 349,279,556 Ordinary Shares.
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
x
No
¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer”
in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:
We are filing this Amendment No. 4
to supplement our Annual Report on Form 20-F for the fiscal year ended December 31, 2011 (the “2011 Annual
Report”), which we initially filed with the Securities and Exchange Commission on May 1, 2012, as amended by Amendment
No. 1 on Form 20-F/A filed on May 4, 2012, Amendment No. 2 on Form 20-F/A filed on July 11, 2012 and Amendment No. 3 on Form
20-F/A filed on July 24, 2012, solely for the purposes of (i) re-filing our financial statements in Item 18 to include the
signature of KPMG, independent registered public accounting firm, in its Report of Independent Registered Public Accounting
Firm with respect to our financial statements, (ii) filing or furnishing new certifications by our principal executive
officer and principal financial officer as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended,
and (iii) filing the updated Consent of Independent Registered Public Accounting Firm in connection with the Report of
Independent Registered Public Accounting Firm on page F-2 with respect to our financial statements and the Report of
Independent Registered Public Accounting Firm in Item 15
with respect to the effectiveness of our internal control over financial reporting.
No other changes are hereby made to
our 2011 Annual Report, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3. The contents of Item 15 and
the Reports of Independent Registered Public Accounting Firm, except for the inclusion of the signature of KPMG as
described above, and our financial statements and the notes thereto are not modified. This Amendment No. 4 does not reflect
events that have occurred after the initial filing date of May 1, 2012 of our 2011 Annual Report or modify or update the
disclosures therein, except to reflect the amendments described above.
Notes to Consolidated Financial Statements
December 31, 2009, 2010 and 2011
|
Note 1.
|
Background, Principal Activities and Basis of Presentation
|
Background
Himax Technologies, Inc. is a
holding company located in the Cayman Islands. Following is general information about Himax Technologies, Inc.’s subsidiaries:
|
|
|
|
Jurisdiction of
|
|
Percentage of
Ownership
December 31,
|
|
Subsidiary
|
|
Main activities
|
|
Incorporation
|
|
2010
|
|
|
2011
|
|
Himax Technologies Limited
|
|
IC design and sales
|
|
ROC
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
Himax Technologies Korea Ltd. (formerly Himax
Technologies Anyang Limited)
|
|
Sales
|
|
South Korea
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
Himax Semiconductor, Inc. (formerly Wisepal
Technologies, 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.
|
|
IC design, manufacturing and sales
|
|
ROC
|
|
|
87.96
|
%
|
|
|
88.02
|
%
|
Integrated Microdisplays Limited
|
|
IC design and sales
|
|
Hong Kong
|
|
|
87.96
|
%
|
|
|
88.02
|
%
|
Himax Display US Corp.
|
|
Investments
|
|
Delaware, USA
|
|
|
-
|
|
|
|
88.02
|
%
|
Himax Analogic, Inc.
|
|
IC design and sales
|
|
ROC
|
|
|
75.11
|
%
|
|
|
75.10
|
%
|
Himax Imaging, Inc.
|
|
Investments
|
|
Cayman Islands
|
|
|
93.37
|
%
|
|
|
100.00
|
%
|
Himax Imaging, Ltd.
|
|
IC design and sales
|
|
ROC
|
|
|
93.37
|
%
|
|
|
89.69
|
%
|
Himax Imaging Corp.
|
|
IC design
|
|
California, USA
|
|
|
93.37
|
%
|
|
|
100.00
|
%
|
Argo Limited
|
|
Investments
|
|
Cayman Islands
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
Tellus Limited
|
|
Investments
|
|
Cayman Islands
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
Himax Media Solutions, Inc.
|
|
TFT-LCD television and monitor chipset operations
|
|
ROC
|
|
|
78.11
|
%
|
|
|
78.25
|
%
|
Himax Media Solutions (Hong Kong) Limited
|
|
Investments
|
|
Hong Kong
|
|
|
78.11
|
%
|
|
|
78.25
|
%
|
Harvest Investment Limited
|
|
Investments
|
|
ROC
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Since March 2006, Himax Technologies,
Inc.’s ordinary shares have been quoted on the NASDAQ Global Market under the symbol “HIMX” in the form of ADSs
and two ordinary shares represent one ADS effect from August 10, 2009. See Note15 (a) as further described.
Principal Activities
Himax Technologies, Inc. and
subsidiaries (collectively, the Company) designs, develops and markets semiconductors that are critical components of flat panel
displays. The Company’s principal products are display drivers for large-sized thin film transistor liquid crystal displays
(TFT-LCD) panels, which are used in desktop monitors, notebook computers and televisions, anddisplay drivers for small-and medium-sized
TFT-LCD panels which are used
in mobile handsets, and consumer electronics products such as tablet
PCs,
netbook computers (with a display size of typically less than 10 inches), digital cameras, mobile gaming devices,
portable DVD players, digital photo frame and car navigation displays. The Company also offers display drivers for panels using
OLED technology and LTPS technology. In addition, the Company is expanding its product offerings to include non-driver products
such as timing controllers, touch controller ICs, TFT-LCD television and monitor chipsets, LCOS projector solutions, power management
ICs, CMOS image sensors, wafer level optics products, infinitely color technology and 2D to 3D conversion solutions. The Company’s
customers are TFT-LCD panel manufacturers, mobile device module manufacturers and television makers.
Basis of Presentation
The accompanying consolidated
financial statements of the Company have been prepared in conformity with US generally accepted accounting principles (“US
GAAP”).
|
Note 2.
|
Summary of Significant Accounting Policies
|
|
(a)
|
Principles of Consolidation
|
The accompanying consolidated
financial statements include the accounts and operations of the Himax Technologies, Inc. and all of its majority owned subsidiaries.
All significant intercompany balances and transactions have been eliminated in consolidation.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
The preparation of consolidated
financial statements in conformity with US GAAP requires management to make estimates and assumptions relating to the reported
amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those
estimates. Significant items subject to such estimates and assumptions include the useful lives of property, plant and equipment
and intangible assets; allowances for doubtful accounts and sales returns; the valuation of derivatives, deferred income tax assets,
property, plant and equipment, inventory, share-based compensation and potential impairment of intangible assets, goodwill, marketable
securities and other investment securities and liabilities for employee benefit obligations, and income tax uncertainties and other
contingencies.
|
(c)
|
Cash and Cash Equivalents
|
The Company considers all highly
liquid investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents.
As of December 31, 2010 and 2011, the Company had $77,500 thousand and $72,000 thousand of cash equivalents, respectively, in US
dollar denominated time deposits with original maturities of less than three months. As of December 31, 2011, cash in the amount
of $40,200 thousand and time deposits in the amount of $44,000 thousand had been pledged as collateral for short term debts which
would be released within one year and are therefore excluded from cash and cash equivalents for purposes of the consolidated statements
of cash flows.
|
(d)
|
Investment Securities
|
Investment securities as of December 31,
2010 and 2011 consist of investments in marketable securities, investments in non-marketable equity securities and corporate bond.
All of the Company’s investments in debt and marketable equity securities are classified as available-for-sale securities
and are reported at fair value.
Available-for-sale securities,
which mature or are expected to be sold in one year, are classified as current assets. Unrealized holding gains and losses, net
of related taxes on available for sale securities are excluded from earnings and reported as a separate component of equity in
accumulated other comprehensive income (loss) until realized. Realized gains and losses from the sale of available for sale securities
are determined on a specific identification basis.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Conversion
option in the Company’s investment in corporate convertible bonds are separated from the corporate bonds and accounted for
separately as the economic characteristics and risks of the corporate bonds and the conversion options are not closely related,
a separate instrument with the same terms as the conversion options would meet the definition of a derivative, and the combined
instrument is not measured at fair value.
Changes in the fair value of the separated conversion options are recognized immediately
in earnings.
Premiums and discounts on the
corporate bonds are amortized over the life of the bonds as an adjustment to yield using the effective-interest method and are
included in the interest income in the accompanying consolidated statements of income.
The cost of the securities
sold is computed based on the moving average cost of each security held at the time of sale.
As of December 31, 2010 and
2011, the Company had $172 thousand and $1,266 thousand, respectively, of restricted marketable securities, consisting of negotiable
certificate of deposits and New Taiwan dollar (NT$) and US dollar denominated time deposits with original maturities of more than
three months, which had been pledged as collateral for customs duties and guarantees for government grants.
In April 2009, the FASB issued
FSP FAS 115-2 and FAS 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments (included in FASB ASC Topic 320,
Investments—Debt and Equity Securities)
, which amends the recognition guidance for other-than-temporary impairments (OTTI)
of debt securities and expands the financial statement disclosures for OTTI on debt and equity securities. When an other-than-temporary
impairment has occurred, the amount of the other-than-temporary impairment recognized in earnings depends on whether a company
intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost
basis less any current-period credit loss. If a company intends to sell the security or more likely than not will be required to
sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment
is recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value
at the balance sheet date. If a company does not intend to sell the security and it is not more likely than not that a company
will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary
impairment is separated into the amount representing the credit loss and the amount related to all other factors. The amount of
the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary
impairment related to other factors is recognized in other comprehensive income, net of applicable income taxes.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
The Company adopted the FSP
in 2009, which had no impact on the Company’s consolidated earnings or consolidated financial position.
Investments
in non-marketable equity securities in which the
Company
does not have the ability to exercise
significant influence over the operating and financial policies of the investee are stated at cost. Dividends, if any, are recognized
into earnings when received.
Equity
investments in entities where the
Company
has the ability to exercise significant influence
over the operating and financial policy decisions of the investee, but does not have a controlling financial interest in the investee,
are accounted for using the equity method. The
Company
’s share of the net income or
net loss of an investee is recognized in earnings from the date the significant influence commences until the date that significant
influence ceases.
The difference between the cost of an investment and
the amount of underlying equity in net assets of an investee at investment date was amortized over useful life of related assets.
A decline in value of a security
below cost that is deemed to be other than temporary a result in an impairment to reduce the carrying amount to fair value. To
determine whether any impairment is other-than-temporary, management considers all available information relevant to the collectability
of the security, including past events, current conditions, and reasonable and supportable forecasts, when developing estimates
of cash flows to be collected. Evidence considered in this assessment includes the reasons for the impairment, the severity and
duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market
condition in the geographic area or industry the investee operates in.
|
(e)
|
Allowance for Doubtful Accounts
|
An allowance for doubtful accounts
is provided based on a review of collectability of accounts receivable on a monthly basis. In establishing the required allowance,
management considers the historical collection experience, current receivable aging and the current trend in the credit quality
of the Company’s customers. Management reviews its allowance for doubtful accounts quarterly. Account balance is charged
off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Inventories primarily consist
of raw materials, work-in-process and finished goods awaiting final assembly and test, and are stated at the lower of cost or market
value. Cost is determined using the weighted-average method. For work-in-process and manufactured inventories, cost consists of
the cost of raw materials (primarily fabricated wafer and processed tape), direct labor and an appropriate proportion of production
overheads. The Company also writes down excess and obsolete inventories to their estimated market value based upon estimations
about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional
future inventory write-down may be required that could adversely affect the Company’s operating results. Once written down,
inventories are carried at this lower amount until sold or scrapped. If actual market conditions are more favorable, the Company
may have higher operating income when such products are sold. Sales to date of such products have not had a significant impact
on the Company’s operating income.
|
(g)
|
Property, Plant and Equipment
|
Property, plant and equipment
consists primarily of land purchased as the construction site of the Company’s new headquarters, and machinery and equipment
used in the design and development of products, and is stated at cost. Depreciation on building and machinery and equipment commences
when the asset is ready for its intended use and is calculated on the straight-line method over the estimated useful lives of related
assets which range as follows: building 25 years, building improvements 4 to 16 years, machinery 4 to 6 years, research and development
equipment 4 to 6 years, office furniture and equipment 3 to 7 years, others 2 to 10 years. Leasehold improvements are amortized
on a straight line basis over the shorter of the lease term or the estimated useful life of the asset. Software is amortized on
a straight line basis over the estimated useful lives ranging from 2 to 6 years.
Goodwill is an asset representing
the future economic benefits arising from other assets acquired in the
business
combination
of the Company’s acquisition of Himax Semiconductor, Inc. (formerly Wisepal Technologies, Inc.) in 2007
that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually. Impairment
testing for goodwill is done at a reporting unit level. A reporting unit is an operating segment or one level below an operating
segment (also known as a component). A component of an operating segment is a reporting unit if the component constitutes a business
for which discrete financial information is available, and segment management regularly reviews the operating results of that component.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
The goodwill impairment test is
a two-step test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill).
If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting
unit and the Company must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized
for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The
implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase
price allocation, in accordance with ASC 805 (SFAS No. 141),
Business Combinations
. The residual fair value after this allocation
is the implied fair value of the reporting unit goodwill. If the fair value of the reporting unit exceeds its carrying value, step
two does not need to be performed.
In 2009 and 2010, management
determined that the Company in essence only had one reporting unit for purposes of testing goodwill for impairment, which was the
enterprise as a whole. Management performs the annual impairment review of goodwill at October 31, and when a triggering event
occurs between annual impairment tests. Consequently, the market value based on the quoted market price of the Company’s
shares was excess of the Company’s equity book value on the date of first step of the assessment in 2009 and 2010.
T
herefore,
management concluded that the Company’s goodwill was not impaired in 2009 and 2010.
As further described in Note 2(s)
below, in 2011 the Company changed its internal reporting such that the Company now has two operating, which are also reportable
segments. The Company has determined that three of the components in Segment Driver IC are economically similar and is deemed a
single reporting unit. As a result, the Company has five reporting units which are Driver IC, LCOS micro-displays, CMOS image sensors
and wafer level optics, Chipsets for TVs and Monitors, and Others..
Management assigned the Company’s
assets and liabilities to each reporting unit based on either specific identification or by using judgment for the remaining assets
and liabilities that are not specific to a reporting unit. Goodwill has been assigned solely to Driver IC reporting unit because
on that reporting unit is expected to benefit from the synergies of the business combination. Therefore, only Driver IC reporting
unit is tested for goodwill impairment.
For Driver IC reporting unit
in 2011, management compared the carrying value of Driver IC reporting unit, inclusive of assigned goodwill, to its respective
fair value—step 1 of the two-step impairment test.
The discounted cash flow (DCF)
method is used by management in applying the income approach to determine the fair value of each of the Company’s reporting
units. Significant assumptions inherent in the valuation method for goodwill are employed and included, but are not limited to,
prospective financial information, terminal value, and discount rates.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
When performing income approach
for each reporting unit, the Company incorporates the use of projected financial information and a discount rate that are developed
using market participant based assumptions. The cash-flow projections are based on five-year financial forecasts developed by management
that include revenue projections, capital spending trends, and investment in working capital to support anticipated revenue growth,
which are regularly and reviewed by management. The selected discount rate considers the risk and nature of the respective reporting
unit’s cash flows and the rates of return market participants would require to invest their capital in reporting units.
In order to determine the reasonableness
of the fair values of the reporting units, management performed a reconciliation of the aggregate fair values of the reporting
units to the Company’s market capitalization based on the quoted market price of Himax’s ordinary shares, adjusted
for an appropriate control premium. Management believes the control premium represents the additional amount that a buyer would
be willing to pay to obtain a controlling voting interest in the Company as a result of the ability to take advantage of synergies
and other benefits. To determine an appropriate control premium, references were made to recent and comparable merger and acquisition
transactions in the SIC code 367X- Semiconductors and Related Technology industry.
Based on management’s
assessments, the estimated fair value of the Driver IC reporting unit exceeded its carrying amount at October 31, 2011. Therefore,
management concluded that goodwill was not impaired, and step two of the goodwill impairment test under FASB ASC Topic 350 was
not necessary. In addition, no triggering events occurred between annual impairment test dates.
Acquired intangible assets include
patents, developed technology and customer relationship assets at December 31, 2010 and 2011. Intangible assets are amortized
on a straight-line basis over the following estimated useful lives: patents 5 to 15 years, technology 5 to 7 years and customer
relationship 7 years.
|
(j)
|
Impairment of Long-Lived Assets
|
The Company’s
long-lived
assets, which consist of property, plant and equipment and intangible assets subject to amortization, are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability
of assets to be held and used is assessed by a comparison of the carrying amount of an asset to its estimated undiscounted future
cash flows expected to be generated. If the carrying amount of an asset exceeds such estimated cash flows, an impairment charge
is recognized for the amount by which the carrying amount of the asset exceeds its estimated fair value. Management generally determines
fair value based on the estimated discounted future cash flows expected to be generated by the asset.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009,
2010 and 2011
The Company recognizes revenue
from product sales when persuasive evidence of an arrangement exists, the product has been delivered, the price is fixed and determinable
and collection is reasonably assured. The Company uses a binding purchase order as evidence of an arrangement. Management considers
delivery to occur upon shipment provided title and risk of loss has passed to the customer based on the shipping terms, which is
generally when the product is shipped to the customer from the Company’s facilities or the outsourced assembly and testing
house. In some cases, title and risk of loss does not pass to the customer when the product is received by them. In these cases,
the Company recognizes revenue at the time when title and risk of loss is transferred, assuming all other revenue recognition criteria
have been satisfied. These cases include several inventory locations where the Company manages inventories for its customers, some
of which inventories are at customer facilities. In such cases, revenue is not recognized when products are received at these locations;
rather, revenue is recognized when customers take the inventories from the location for their use.
The Company records a reduction
to revenue and accounts receivable by establishing a sales discount and return allowance for estimated sales discounts and product
returns at the time revenue is recognized based primarily on historical discount and return rates. However, if sales discount and
product returns for a particular fiscal period exceed historical rates, management may determine that additional sales discount
and return allowances are required to properly reflect the Company’s estimated remaining exposure for sales discounts and
product returns.
Sales taxes collected from customers
and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenues in the consolidated
statements of income.
Under the Company’s standard
terms and conditions of sale, products sold are subject to a limited product quality warranty. The Company may receive warranty
claims outside the scope of the standard terms and conditions. The Company provides for the estimated cost of product warranties
at the time revenue is recognized based primarily on historical experience and any specifically identified quality issues.
|
(m)
|
Research and Development and Advertising Costs
|
The Company’s research and
development and advertising expenditures are charged to expense as incurred. Advertising expenses for the years ended December
31, 2009, 2010 and 2011, were $21 thousand, $161 thousand and $59 thousand, respectively.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
The Company recognizes government
grants to fund research and development expenditures as a reduction of research and development expense in the accompanying consolidated
statements of income based on the percentage of actual qualifying expenditures incurred to date to the most recent estimate of
total expenditures for which they are intended to be compensated.
|
(n)
|
Employee Retirement Plan
|
The
Company has established an employee noncontributory defined benefit retirement plan (the “Defined Benefit Plan”) covering
full-time employees in the ROC
which were hired by the Company before January 1, 2005.
The Company records annual amounts
relating to its pension and postretirement plans based on calculations that incorporate various actuarial and other assumptions
including discount rates, mortality, assumed rates of return, compensation increases, and turnover rates. Management reviews its
assumptions on an annual basis and makes modifications to the assumptions based on current rates when it is appropriate to do so.
The effect of modifications to those assumptions is recorded in accumulated other comprehensive income and amortized to net periodic
cost over future periods using the corridor method. Management believes that the assumptions utilized in recording its obligations
under its plans are reasonable based on its experience and market conditions.
The Company adopted the measurement
date provisions of
ASC 715 (SFAS No. 158)
,
Compensation-Retirement Benefits
,
as of December 31, 2008 which
required plan assets and benefit obligations be measured as of the date of the Company’s
fiscal year-end statement of financial position which are consistent with the Company’s prior policies and the adoption of
the measurement provisions of
ASC 715
(SFAS No. 158) did not
impact
the consolidated financial statements.
The
Company has adopted a defined contribution plan covering full-time employees in the ROC
(the “Defined Contribution
Plan”) beginning July 1, 2005 pursuant to ROC Labor Pension Act. Pension cost for a period is determined based on the contribution
called for in that period. Substantially all participants in the Defined Benefit Plan have been provided the option of continuing
to participate in the Defined Benefit Plan, or to participate in the Defined Contribution Plan on a prospective basis from July
1, 2005. Accumulated benefits attributed to participants that elect to change plans are not impacted by their election.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Income taxes are accounted for
under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable
to differences between the carrying amounts of existing assets and liabilities in the financial statements and their respective
tax bases, and operating loss and tax credit carry-forward. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes
the enactment date. A valuation allowance is recorded for deferred tax assets when it is more likely than not that some portion
or all of the deferred tax assets will not be realized.
The Company recognizes the
effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions
are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are
reflected in the period in which the change in judgment occurs.
The Company records interest
and penalties related to unrecognized tax benefits as income tax expense in the consolidated statement of income.
|
(p)
|
Foreign Currency Translation and Foreign Currency Transactions
|
The
reporting currency of the Company is the United States dollar. The functional currency for the Company and its major operating
subsidiaries is the United States dollar. Accordingly, the assets and liabilities of subsidiaries
whose functional currency is other than the United States dollar are included in the consolidation
by translating the assets and liabilities into the reporting currency (the United States dollar) at the exchange rates applicable
at the end of the reporting period. Equity accounts are translated at historical rates. The statements of income and cash flows
are translated at the average exchange rates during the year. Translation gains or losses are accumulated as a separate component
of equity in accumulated other comprehensive income (loss).
|
(q)
|
Earnings Per Ordinary Share
|
Basic earnings per ordinary share
is computed using the weighted average number of ordinary shares outstanding during the period. Diluted earnings per ordinary share
is computed using the weighted average number of ordinary and diluted ordinary equivalent shares outstanding during the period.
Ordinary equivalent shares are ordinary shares that are contingently issuable upon the vesting of unvested restricted share units
(RSUs) granted to employees.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Basic and diluted earnings per
ordinary share have been calculated as follows:
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Himax Technologies, Inc. stockholders (in thousands)
|
|
$
|
39,650
|
|
|
|
33,206
|
|
|
|
10,706
|
|
Denominator for basic earnings per ordinary share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares outstanding (in thousands)
|
|
|
369,652
|
|
|
|
355,037
|
|
|
|
353,771
|
|
Basic earnings per ordinary share attributable to Himax Technologies, Inc. stockholders
|
|
$
|
0.11
|
|
|
|
0.09
|
|
|
|
0.03
|
|
Contingently
issuable ordinary shares underlying the unvested RSUs granted to employees are included in the calculation of diluted earnings
per
ordinary
share based on treasury stock method. In 2009, the
unvested 612,313 RSUs (represents 1,224,626 ordinary shares) which will vest in 2010 were excluded as their effect would be anti-dilutive.
In 2011, the unvested 437,029 RSUs (represents 874,058 ordinary shares) which will vest in 2012 were excluded as their effect would
be anti-dilutive.
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Himax Technologies, Inc. stockholders (in thousands)
|
|
$
|
39,650
|
|
|
|
33,206
|
|
|
|
10,706
|
|
Denominator for diluted earnings per ordinary share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares outstanding (in thousands)
|
|
|
369,652
|
|
|
|
355,037
|
|
|
|
353,771
|
|
Unvested RSUs (in thousands)
|
|
|
577
|
|
|
|
653
|
|
|
|
56
|
|
|
|
|
370,229
|
|
|
|
355,690
|
|
|
|
353,827
|
|
Diluted earnings per ordinary share
attributable to Himax Technologies, Inc. stockholders
|
|
$
|
0.11
|
|
|
|
0.09
|
|
|
|
0.03
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
|
(r)
|
Share-Based Compensation
|
The cost of employee services
received in exchange for share-based compensation is measured based on the grant-date fair value of the share-based instruments
issued. The cost of employee services is equal to the grant-date fair value of shares issued to employees and is recognized in
earnings over the service period. Compensation cost also considers the number of awards management believes will eventually vest.
As a result, compensation cost is reduced by the estimated forfeitures. The estimate is adjusted each period to reflect the current
estimate of forfeitures, and finally, the actual number of awards that vest.
The Company uses the management
approach in determining reportable operating segments. The management approach considers the internal organization and reporting
used by the Company's chief operating decision maker for making operating decisions, allocating resources and assessing performance
as the source for determining the Company's reportable segments.
The Company’s chief operating
decision maker (“CODM”) has been identified as the Chief Executive Officer, who regularly reviews operating results
to make decisions about allocating resources and assessing performance for the Company.
Prior to fiscal year 2011, based
on the Company’s internal organization structure and its internal reporting, management determined that the Company did not
have any operating segments as that term is defined in ASC 280 (SFAS No. 131), “
Segments Reporting”
.
Since January 2011, management
changed the Company’s internal organization structure and its internal reporting. Consequently, management has determined
that the Company now has two operating segments, Driver IC and Non-driver products, which are also reportable segments. This basis
of segmentation is applied retrospectively to present segment information for 2009 and 2010.
The CODM assesses the performance
of the operating segments based on segment sales and segment profit and loss. There are no intersegment sales in the segment revenues
reported to the CODM. Segment profit and loss is determined on a basis that is consistent with how the Company reports operating
income (loss) in its consolidated statements of operations. Segment profit (loss) excludes income taxes, interest income and expense,
foreign currency exchange gains and losses, equity in the earnings (losses) of affiliates, gains and losses on valuations of financial
instruments and sales of investment securities, and other income and expenses.
The Company does not report segment
asset information to the Company’s CODM. Consequently, no asset information by segment is presented.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
|
(t)
|
Noncontrolling Interests
|
Non-controlling interests are
classified in the consolidated statements of income as part of consolidated net income and the accumulated amount of non-controlling
interests as part of equity in the consolidated balance sheets. If a change in ownership of aconsolidated subsidiary results in
loss of control and deconsolidation, any retained ownership interests are re-measured with the gain or loss reported in net earnings.
The effects of changes in the
Company’s ownership interests in its subsidiaries on Himax Technologies, Inc. equity are set forth as follows:
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Himax Technologies, Inc. stockholders
|
|
$
|
39,650
|
|
|
|
33,206
|
|
|
|
10,706
|
|
Transfers (to) from the noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in Himax Technologies, Inc.’s paid-in capital for sale of shares of Himax Display, Himax Analogic and Himax Media Solutions
|
|
|
285
|
|
|
|
652
|
|
|
|
(382
|
)
|
Increase in Himax Technologies, Inc.’s paid-in capital for new shares issued by Himax Display, and Himax Media Solutions
|
|
|
35
|
|
|
|
-
|
|
|
|
-
|
|
Decrease in Himax Technologies, Inc.’s paid-in capital for purchase of new shares issued by Himax Analogic
|
|
|
(242
|
)
|
|
|
-
|
|
|
|
-
|
|
Net transfers from noncontrolling interests
|
|
|
78
|
|
|
|
652
|
|
|
|
(382
|
)
|
Change from net income attributable to Himax Technologies, Inc. stockholders and transfers from noncontrolling interests
|
|
$
|
39,728
|
|
|
|
33,858
|
|
|
|
10,324
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
|
(u)
|
Fair Value Measurements
|
Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.
The fair values of cash, cash equivalents, accounts receivable, restricted
cash and cash equivalents, short-term debt, accounts payable and accrued liabilities approximate their carrying values due to their
relatively short maturities. Marketable securities consisting of open-ended bond funds are reported at fair value based on quoted
market prices at the reporting date. Marketable securities consisting of time deposits with original maturities more than three
months are determined using the discounted present value of expected cash flows.
The
fair value of the corporate straight bonds was initially determined by subtracting the fair value of the embedded conversion option
from the fair value of the combined instrument. The embedded conversion options and the subsequent measurement of the corporate
straight bond are reported at fair value based on discounting estimated future cash flows based on the terms and maturity of each
instrument and using market interest rates for a similar instrument at the reporting date. Fair values reflect the credit risk
of the instrument and include adjustments to take account of the credit risk of the Company and counterparty when appropriate.
The fair value of equity method investments and cost method investments have not been estimated as there are no identified
events or changes in circumstances that may have significant adverse effects on the carrying value of these investments, and it
is not practicable to estimate their fair values.
A fair value hierarchy exists
that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements
involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
|
(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.
|
The level in the fair value hierarchy
within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value
measurement in its entirety.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
|
(v)
|
Recently Issued Accounting Standards
|
In December
2011, the FASB issued ASU No. 2011-11,
Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities
. ASU
2011-11 requires an entity to disclose information about offsetting and related arrangements to enable users of financial statements
to understand the effect of those arrangements on its financial position, and to allow investors to better compare financial statements
prepared under U.S. GAAP with financial statements prepared under International Financial Reporting Standards (IFRS). The new standards
are effective for annual periods beginning January 1, 2013, and interim periods within those annual periods. Retrospective application
is required. The Company will implement the provisions of ASU 2011-11 as of January 1, 2013.
In
June 2011, the FASB issued ASU 2011-05,
Comprehensive Income (Topic 220): Presentation of Comprehensive Income.
Under this ASU, an entity will have the option to present the components of net income and comprehensive income in either one or
two consecutive financial statements. The ASU eliminates the option in U.S. GAAP to present other comprehensive income in the statement
of changes in equity. An entity should apply the ASU retrospectively. In December 2011, the FASB decided to defer the effective
date of those changes in ASU 2011-05 that relate only to the presentation of reclassification adjustments in the statement of income
by issuing ASU 2011-12,
Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation
of Reclassifications of Items Out of Accumulated Other Comprehensive income in Accounting Standards Update 2011-05.
The Company
already presents a separate statement of other comprehensive income following
the statement of income.
Reclassifications
Certain
prior year amounts have been reclassified to conform to the current year presentation.
|
Note 3.
|
Investments in Marketable Securities Available-for sale
|
Following is a summary of marketable
securities as of December 31, 2010 and 2011:
|
|
December 31, 2010
|
|
|
|
Aggregate
|
|
|
Gross
Unrealized
|
|
|
Gross
Unrealized
|
|
|
Aggregate
Market
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(in thousands)
|
|
Time deposit with original maturities more than three months
|
|
$
|
150
|
|
|
|
21
|
|
|
|
-
|
|
|
|
171
|
|
Open-ended bond fund
|
|
|
7,995
|
|
|
|
466
|
|
|
|
-
|
|
|
|
8,461
|
|
Total
|
|
$
|
8,145
|
|
|
|
487
|
|
|
|
-
|
|
|
|
8,632
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
|
|
December 31, 2011
|
|
|
|
Aggregate
|
|
|
Gross
Unrealized
|
|
|
Gross
Unrealized
|
|
|
A
ggregate
Market
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(in thousands)
|
|
Time deposit with original maturities more than three months
|
|
$
|
150
|
|
|
|
15
|
|
|
|
-
|
|
|
|
165
|
|
Open-ended bond fund
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
150
|
|
|
|
15
|
|
|
|
-
|
|
|
|
165
|
|
The Company’s portfolio
of available for sale marketable securities by contractual maturity or the expected holding period as of December 31, 2010 and
2011 is due in one year or less.
Information on sales of available
for sale marketable securities for the years ended December 31, 2009, 2010 and 2011 is summarized below.
Period
|
|
Proceeds
from sales
|
|
|
Gross
realized gains
|
|
|
Gross
realized losses
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2009
|
|
$
|
39,263
|
|
|
|
179
|
|
|
|
(266
|
)
|
Year ended December 31, 2010
|
|
$
|
33,443
|
|
|
|
326
|
|
|
|
(30
|
)
|
Year ended December 31, 2011
|
|
$
|
25,834
|
|
|
|
420
|
|
|
|
(70
|
)
|
|
Note 4.
|
Allowance for Doubtful Accounts, Sales Returns and Discounts
|
The activity in the allowance
for doubtful accounts, sales returns and discounts for the years ended December 31, 2009, 2010 and 2011 follows:
Allowance for doubtful accounts
Period
|
|
Balance at
beginning
of year
|
|
|
Charges
(credits) to
earnings
|
|
|
Amounts
utilized
|
|
|
Balance at
end of
year
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2009
|
|
$
|
25,297
|
|
|
|
218
|
|
|
|
-
|
|
|
|
25,515
|
|
For the year ended December 31, 2010
|
|
$
|
25,515
|
|
|
|
(8,788
|
)
|
|
|
-
|
|
|
|
16,727
|
|
For the year ended December 31, 2011
|
|
$
|
16,727
|
|
|
|
(1,541
|
)
|
|
|
-
|
|
|
|
15,186
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Allowance for sales returns
and discounts
Period
|
|
Balance at
beginning
of year
|
|
|
Additions
|
|
|
Amounts
utilized
|
|
|
Balance at
end of
year
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2009
|
|
$
|
162
|
|
|
|
2,391
|
|
|
|
(1,583
|
)
|
|
|
970
|
|
For the year ended December 31, 2010
|
|
$
|
970
|
|
|
|
4,551
|
|
|
|
(4,930
|
)
|
|
|
591
|
|
For the year ended December 31, 2011
|
|
$
|
591
|
|
|
|
3,385
|
|
|
|
(3,191
|
)
|
|
|
785
|
|
|
Note 5.
|
Equity Method Investments
|
As of December 31, 2010 and 2011,
equity method investments consisted of the following:
|
|
December 31,
|
|
|
|
2010
|
|
|
2011
|
|
|
|
Amount
|
|
|
Holding
%
|
|
|
Amount
|
|
|
Holding
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hangzhou Crystal Display Technology Co., Ltd.
|
|
$
|
125
|
|
|
|
30.00
|
|
|
|
-
|
|
|
|
-
|
|
Create Electronic Optical Co., Ltd.
|
|
|
744
|
|
|
|
21.11
|
|
|
|
439
|
|
|
|
21.11
|
|
|
|
$
|
869
|
|
|
|
|
|
|
|
439
|
|
|
|
|
|
Investments accounted for under
the equity method consist of Hangzhou Crystal Display Technology Co., Ltd. (Crystal, newly incorporated in May, 2009) that were
purchased in June 2009 and Create Electronic Optical Co., Ltd. (C.E.O.) that were purchased in March 2010. Crystal is LCOS project
module company and C.E.O. is a camera module supplier.
The Company disposed of Crystal
equity to its other shareholders in June 2011 and resulted in $ 313 thousand gain on disposal of Crystal, which was presented in
other income in the accompanying consolidated statement of income.
At investment date, the difference
between the carrying amount of the Company’s investment in C.E.O. and the underlying equity in the net assets of C.E.O. was
$370 thousand which was resulting from C.E.O.’s identifiable intangible assets and was amortized over 3 years. At the December
31, 2011, the excess of cost of such investment in C.E.O. over the Company’s share of the net assets of C.E.O. was $162 thousand.
As of December 31, 2011, it was
not practicable for management to estimate the fair value of the Company’s investments in C.E.O. due to the lack of quoted
market price and the inability to estimate the fair value without incurring excessive costs. However, management identified no
events or changes in circumstance that may significantly affect the Company’s ability on recovering the carrying values of
the investment.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
As of December 31, 2010 and 2011,
inventories consisted of the following:
|
|
December 31,
|
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
Finished goods
|
|
$
|
38,709
|
|
|
|
30,703
|
|
Work in process
|
|
|
66,271
|
|
|
|
57,737
|
|
Raw materials
|
|
|
12,987
|
|
|
|
24,505
|
|
Supplies
|
|
|
21
|
|
|
|
40
|
|
|
|
$
|
117,988
|
|
|
|
112,985
|
|
Inventory write-downs were $13,622
thousand, $10,557 thousand and $9,138 thousand for the years ended December 31, 2009, 2010 and 2011, respectively, and are included
in cost of revenues.
|
Note 7.
|
Intangible Assets, Other than Goodwill
|
|
|
December 31, 2010
|
|
|
|
Gross
carrying
amount
|
|
|
Weighted
average
amortization
period
|
|
Accumulated
amortization
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
Technology
|
|
$
|
6,339
|
|
|
7 years
|
|
|
3,609
|
|
Customer relationship
|
|
|
8,100
|
|
|
7 years
|
|
|
4,532
|
|
Patents
|
|
|
842
|
|
|
6 years
|
|
|
466
|
|
Total
|
|
$
|
15,281
|
|
|
|
|
|
8,607
|
|
|
|
December 31, 2011
|
|
|
|
Gross
carrying
amount
|
|
|
Weighted
average
amortization
period
|
|
Accumulated
amortization
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Technology
|
|
$
|
6,339
|
|
|
7 years
|
|
|
4,495
|
|
Customer relationship
|
|
|
8,100
|
|
|
7 years
|
|
|
5,689
|
|
Patents
|
|
|
842
|
|
|
6 years
|
|
|
603
|
|
Total
|
|
$
|
15,281
|
|
|
|
|
|
10,787
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Amortization expense for the years
ended December 31, 2009, 2010 and 2011, was $2,193 thousand, $2,198 thousand and $2,180 thousand, respectively. Estimated amortization
expense for the next five years is $2,126 thousand in 2012 and 2013, $177 thousand in 2014, and $7 thousand in 2015 and 2016.
|
Note 8.
|
Property, Plant and Equipment
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
Land
|
|
$
|
10,154
|
|
|
|
10,154
|
|
Building and improvements
|
|
|
17,199
|
|
|
|
17,737
|
|
Machinery
|
|
|
21,195
|
|
|
|
27,213
|
|
Research and development equipment
|
|
|
16,484
|
|
|
|
17,393
|
|
Software
|
|
|
10,267
|
|
|
|
10,047
|
|
Office furniture and equipment
|
|
|
6,463
|
|
|
|
7,281
|
|
Others
|
|
|
10,029
|
|
|
|
9,881
|
|
|
|
|
91,791
|
|
|
|
99,706
|
|
Accumulated depreciation and amortization
|
|
|
(45,582
|
)
|
|
|
(53,594
|
)
|
Prepayment for purchases of land and equipment
|
|
|
1,352
|
|
|
|
11,038
|
|
|
|
$
|
47,561
|
|
|
|
57,150
|
|
Depreciation and amortization
of these assets for the years ended December 31, 2009, 2010 and 2011, was $11,602 thousand, $11,428 thousand and $10,615 thousand,
respectively.
|
Note 9.
|
Investment securities, including securities measured
at fair value
|
|
(a)
|
Investments in Non-marketable Equity Securities
|
Following is a summary of such
investments which are accounted for using the cost method as of December 31, 2010 and 2011:
|
|
December 31,
|
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
Chi Lin Optoelectronics Co., Ltd.
|
|
$
|
1,057
|
|
|
|
625
|
|
Chi Lin Technology Co. Ltd.
|
|
|
-
|
|
|
|
432
|
|
Jetronics International Corp.
|
|
|
1,600
|
|
|
|
1,600
|
|
C Company
|
|
|
8,962
|
|
|
|
8,962
|
|
Spatial Photonics, Inc.
|
|
|
6,500
|
|
|
|
6,500
|
|
eTurboTouch Technology Inc.
|
|
|
715
|
|
|
|
715
|
|
Oculon Optoelectronics Inc.
|
|
|
309
|
|
|
|
309
|
|
Shinyoptics Corp.
|
|
|
283
|
|
|
|
283
|
|
|
|
$
|
19,426
|
|
|
|
19,426
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
On July 25, 2011, Chi Lin Technology Co. Ltd. was split
into Chi Lin Optoelectronics Co., Ltd. and Chi Lin Technology Co. Ltd.. Chi Lin Technology Co. Ltd. was renamed as Chi Lin Optoelectronics
Co., Ltd..
As of December 31, 2011, it was
not practicable for management to
estimate the fair values of the Company’s
investments
in equity listed above
due to the lack of quoted market price and the inability to estimate the fair value without incurring
excessive costs. However, management identified no events or changes in circumstance that may significantly
affect
the Company’s ability
on
recovering the carrying values of these investments.
|
(b)
|
Investments in corporate convertible bonds
|
On August 10, 2010, the Company
purchased 1,620,000 units of the corporate convertible bonds issued by Chang Wah Electromaterials Inc. (“CWE”). The
bonds have embedded conversion options which the Company can require CWE to settle the bonds during the period from September 11,
2010 to July 31, 2015 by converting each unit of bond into 0.6020 common shares of CWE. The embedded conversion options were separated
from the corporate bonds and accounted for separately. The corporate bonds were recorded as available-for sale security and the
separated convertible option was recorded as other assets in the accompanying consolidated balance sheets.
Following is a summary of the
corporate bonds as of December 31, 2010 and 2011:
|
|
December 31, 2010
|
|
|
|
Aggregate
|
|
|
Gross
unrealized
|
|
|
Discount
|
|
|
Aggregate
market
|
|
|
|
Cost
|
|
|
gains
|
|
|
amortization
|
|
|
Value
|
|
|
|
(in thousands)
|
|
Corporate bond-available for sale
|
|
$
|
4,365
|
|
|
|
779
|
|
|
|
52
|
|
|
|
5,196
|
|
|
|
December 31, 2011
|
|
|
|
Aggregate
|
|
|
Gross
unrealized
|
|
|
Discount
|
|
|
Aggregate
market
|
|
|
|
Cost
|
|
|
gains
|
|
|
amortization
|
|
|
Value
|
|
|
|
(in thousands)
|
|
Corporate bond-available for sale
|
|
$
|
4,365
|
|
|
|
596
|
|
|
|
119
|
|
|
|
5,080
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Following is a summary of the
separated conversion options as of December 31, 2010 and 2011:
|
|
December 31, 2010
|
|
|
|
Aggregate
|
|
|
Gross unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
gains
|
|
|
losses
|
|
|
value
|
|
|
|
(in thousands)
|
|
Conversion option
|
|
$
|
684
|
|
|
|
320
|
|
|
|
-
|
|
|
|
1,004
|
|
|
|
December 31, 2011
|
|
|
|
Aggregate
|
|
|
Gross unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
gains
|
|
|
losses
|
|
|
value
|
|
|
|
(in thousands)
|
|
Conversion option
|
|
$
|
684
|
|
|
|
-
|
|
|
|
510
|
|
|
|
174
|
|
|
Note 10.
|
Other Accrued Expenses and Other Current Liabilities
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
Accrued mask, mold fees and other expenses for RD
|
|
$
|
7,080
|
|
|
|
8,211
|
|
Payable for purchases of equipment
|
|
|
739
|
|
|
|
2,276
|
|
Accrued software maintenance
|
|
|
1,700
|
|
|
|
1,830
|
|
Accrued payroll and related expenses
|
|
|
3,356
|
|
|
|
3,837
|
|
Accrued professional service fee
|
|
|
1,438
|
|
|
|
1,210
|
|
Accrued warranty costs
|
|
|
679
|
|
|
|
78
|
|
Accrued insurance, welfare expenses, etc.
|
|
|
8,613
|
|
|
|
5,721
|
|
|
|
$
|
23,605
|
|
|
|
23,163
|
|
The movement in accrued warranty
costs for the years ended December 31, 2009, 2010 and 2011 is as follows:
Period
|
|
Balance at
beginning
of year
|
|
|
Additions
(reversal)
charged to
expense
|
|
|
Amounts
utilized
|
|
|
Balance at
end of
year
|
|
|
|
(in thousands)
|
|
Year ended December 31, 2009
|
|
$
|
249
|
|
|
|
2,920
|
|
|
|
(2,490
|
)
|
|
|
679
|
|
Year ended December 31, 2010
|
|
$
|
679
|
|
|
|
3,772
|
|
|
|
(3,772
|
)
|
|
|
679
|
|
Year ended December 31, 2011
|
|
$
|
679
|
|
|
|
(321
|
)
|
|
|
(280
|
)
|
|
|
78
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
|
Note 11.
|
Short-Term Debts
|
Short-term debts are bank loans
with interest rates per annum that ranged from 0.45% to 0.70%, and cash and cash equivalents in the form of time deposits of totaling
$84,200 thousand are pledged as collateral.
As of December 31, 2011, unused
credit lines amounted to $119,242 thousand, which expire between February 2012 and September 2012. Among which, $2,000 thousand
expired in February 2012.
|
Note 12.
|
Government Grants
|
The Company entered into several
contracts with
Department of Industrial Technology of Ministry of Economic
Affairs (DOIT of MOEA) and Institute for Information Industry (III) during 2009, 2010 and 2011 primarily for the development of
certain new leading products or technologies. Details of these contracts are summarized below:
Authority
|
|
|
|
Total Grant
|
|
Execution Period
|
|
Product Description
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DOIT of MOEA
|
|
NT$
|
|
22,670
|
(US$703)
|
|
August 2007 to July 2009
|
|
Display Port IC
|
DOIT of MOEA
|
|
|
|
30,240
|
(US$919)
|
|
October 2008 to September 2010
|
|
Multi-standard Decoder iDTV SOC
|
III
|
|
|
|
1,860
|
(US$57)
|
|
March 2009 to November 2009
|
|
Himax Headquarter Excellent Program (I)
|
III
|
|
|
|
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
|
Government grants recognized by
the Company as a reduction of research and development expense and general and administrative expense in the accompanying consolidated
statements of income in 2009, 2010 and 2011 were $534 thousand, $819 thousand and $688 thousand, respectively.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
The Company has established a
Defined Benefit Plan covering full-time employees in the ROC which were hired by the Company before January 1, 2005. In accordance
with the Defined Benefit Plan, employees are eligible for retirement or are required to retire after meeting certain age or service
requirements. Retirement benefits are based on years of service and the average salary for the six-month period before the employee’s
retirement. Each employee earns two months of salary for each of the first fifteen years of service, and one month of salary for
each year of service thereafter. The maximum retirement benefit is 45 months of salary. Retirement benefits are paid to eligible
participants on a lump-sum basis upon retirement.
Defined Benefit Plan assets consist
entirely of a Pension Fund (the “Fund”) denominated solely in cash, as mandated by ROC Labor Standard Law. The Company
contributes an amount equal to 2% of wages and salaries paid every month to the Fund (required by law). The Fund is administered
by a pension fund monitoring committee (the “Committee”) and is deposited in the Committee’s name in the Bank
of Taiwan.
The Company’s pension fund
is managed by a government-established institution with minimum return guaranteed by government and the fund asset is treated as
cash category.
Beginning July 1, 2005, pursuant
to the newly effective ROC Labor Pension Act, the Company is required to make a monthly contribution for full-time employees in
the ROC that elected to participate in the Defined Contribution Plan at a rate no less than 6% of the employee’s monthly
wages to the employees’ individual pension fund accounts at the ROC Bureau of Labor Insurance. Expense recognized in 2009,
2010 and 2011, based on the contribution called for was $1,354 thousand, $1,507 thousand and $1,801 thousand, respectively.
Substantially all participants
in the Defined Benefits Plan had elected to participate in the Defined Contribution Plan. The transfer of participants to the Defined
Contribution Plan did not have a material effect on the Company’s financial position or results of operations. Participants’
accumulated benefits under the Defined Benefit Plan are not impacted by their election to change the plans and their seniority
remains regulated by ROC Labor Standard Law, such as the retirement criteria and the amount payable. The Company is required to
make contribution for the Defined Benefit Plan until it is fully funded. Pursuant to relevant regulatory requirements, the Company
expects to make a cash contribution of $134 thousand to its pension fund maintained with the Bank of Taiwan and $1,882 thousand
to the employees’ individual pension fund accounts at the ROC Bureau of Labor Insurance in 2012.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
The Company uses a measurement
date of December 31, for the Defined Benefit Plan. The changes in projected benefit obligation, plan assets and details of the
funded status of the Plan are as follows:
|
|
December 31,
|
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year
|
|
$
|
1,332
|
|
|
|
1,713
|
|
Service cost
|
|
|
-
|
|
|
|
-
|
|
Interest cost
|
|
|
29
|
|
|
|
33
|
|
Actuarial loss
|
|
|
352
|
|
|
|
679
|
|
Benefit obligation at end of year
|
|
|
1,713
|
|
|
|
2,425
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
Fair value at beginning of year
|
|
|
1,869
|
|
|
|
2,176
|
|
Actual return on plan assets
|
|
|
31
|
|
|
|
27
|
|
Employer contribution
|
|
|
276
|
|
|
|
102
|
|
Fair value at end of year
|
|
|
2,176
|
|
|
|
2,305
|
|
Funded status
|
|
$
|
463
|
|
|
|
(120
|
)
|
Amounts recognized in the balance sheet consist of:
|
|
|
|
|
|
|
|
|
Prepaid pension costs
|
|
$
|
631
|
|
|
|
198
|
|
Accrued pension liabilities
|
|
|
(168
|
)
|
|
|
(318
|
)
|
Net amount recognized
|
|
$
|
463
|
|
|
|
(120
|
)
|
Amounts recognized in accumulated
other comprehensive income was net actuarial loss of $465 thousand, $668 thousand and $1,241 thousand at December 31, 2009, 2010
and 2011, respectively.
The accumulated benefit obligation
for the Defined Benefit Plan was $603 thousand and $687 thousand at December 31, 2010 and 2011, respectively. As of December 31,
2010 and 2011, no employee was eligible for retirement or was required to retire.
For the years ended December 31,
2009, 2010 and 2011, the net periodic pension cost consisted of the following:
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
Service cost
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Interest cost
|
|
|
31
|
|
|
|
29
|
|
|
|
33
|
|
Expected return on plan assets
|
|
|
(40
|
)
|
|
|
(43
|
)
|
|
|
(44
|
)
|
Net amortization
|
|
|
25
|
|
|
|
27
|
|
|
|
36
|
|
Net periodic pension cost
|
|
$
|
16
|
|
|
|
13
|
|
|
|
25
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
The net actuarial loss for the
defined benefit pension plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost
in 2012 is $69 thousand.
At December 31, 2010 and 2011,
the weighted-average assumptions used in computing the benefit obligation are as follows:
|
|
December 31,
|
|
|
|
2010
|
|
|
2011
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
2.00
|
%
|
|
|
2.00
|
%
|
Rate of increase in compensation levels
|
|
|
4.00
|
%
|
|
|
5.00
|
%
|
For the years ended December 31,
2009, 2010 and 2011, the weighted average assumptions used in computing net periodic benefit cost are as follows:
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
Whole
|
|
|
|
|
|
Discount rate
|
|
|
2.25
|
%
|
|
|
2.00
|
%
|
|
|
2.00
|
%
|
Rate of increase in compensation levels
|
|
|
4.00
|
%
|
|
|
4.00
|
%
|
|
|
5.00
|
%
|
Expected long-term rate of return on pension assets
|
|
|
2.25
|
%
|
|
|
2.00
|
%
|
|
|
2.00
|
%
|
Management determines the discount
rate and expected long-term rate of return on plan assets based on the yields of twenty year ROC central government bonds which
is in line with the respective employees remaining service period and the historical long-term rate of return on the above mentioned
Fund mandated by the ROC Labor Standard Law.
The benefits expected to be paid
from the defined benefit pension plan is $64 thousand in 2016 and $198 thousand from 2017 to 2021, and no benefits payments to
be paid during the years from 2012 to 2015 and from 2017 to 2020.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Note 14. Share-Based
Compensation
The amount of share-based compensation
expenses included in applicable costs of sales and expense categories is summarized as follows:
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
$
|
264
|
|
|
|
240
|
|
|
|
124
|
|
Research and development
|
|
|
10,936
|
|
|
|
8,803
|
|
|
|
5,062
|
|
General and administrative
|
|
|
1,959
|
|
|
|
1,525
|
|
|
|
872
|
|
Sales and marketing
|
|
|
1,902
|
|
|
|
1,613
|
|
|
|
1,005
|
|
|
|
$
|
15,061
|
|
|
|
12,181
|
|
|
|
7,063
|
|
|
(a)
|
Long-term Incentive Plan
|
On October 25, 2005, the Company’s
shareholders approved a long-term incentive plan. The plan permits the grants of options or RSUs to the Company’s employees,
directors and service providers where each unit of RSU represents two ordinary shares of the Company (after recapitalization effected
on August 10, 2009). The 2005 plan was terminated in October 2010.
On September 29, 2006, the Company’s
compensation committee made grants of 3,798,808 RSUs to the Company’s employees. The vesting schedule for the RSUs is as
follows: 47.29% of the RSUs grant vested immediately on the grant date and a subsequent 17.57% that vested on each of September
30, 2007, 2008 and 2009, subject to certain forfeiture events.
On September 26, 2007, the Company’s
compensation committee made grants of 6,694,411 RSUs to the Company’s employees. The vesting schedule for the RSUs is as
follows: 54.55% of the RSUs grant vested immediately on the grant date which was settled by cash amounting to $14,426 thousand,
a subsequent 15.15% that vested on each of September 30, 2008, 2009 and 2010 which will be settled by the Company’s ordinary
shares, subject to certain forfeiture events.
On September 29, 2008, the Company’s
compensation committee made grants of 7,108,675 RSUs to the Company’s employees. The vesting schedule for the RSUs is as
follows: 60.64% of the RSUs grant vested immediately on the grant date which was settled by cash amounting to $12,714 thousand,
a subsequent 13.12% will vest on each of September 30, 2009, 2010 and 2011 which will be settled by the Company’s ordinary
shares, subject to certain forfeiture events.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
On September 28, 2009, the Company’s
compensation committee made grants of 3,577,686 RSUs to the Company’s employees. The vesting schedule for the RSUs is as
follows: 55.96% of the RSUs grant vested immediately on the grant date which was settled by cash amounting to $6,508 thousand,
a subsequent 14.68% will vest on each of September 30, 2010, 2011 and 2012 which will be settled by the Company’s ordinary
shares, subject to certain forfeiture events.
On September 28, 2010, the Company’s
compensation committee made grants of 3,488,952 RSUs to the Company’s employees. The vesting schedule for the RSUs is as
follows: 68.11% of the RSUs grant vested immediately on the grant date which was settled by cash amounting to $5,870 thousand,
a subsequent 10.63% will vest on each of September 30, 2011, 2012 and 2013 which will be settled by the Company’s ordinary
shares, subject to certain forfeiture events.
On September 7, 2011, the Company’s
shareholders approved another long-term incentive plan. The 2011 plan permits the grants of options or RSUs to the Company’s
employees, directors and service providers where each unit of RSU represents two ordinary shares of the Company.
On September 28, 2011, the Company’s
compensation committee made grants of 2,727,278 RSUs to the Company’s employees. The vesting schedule for the RSUs is as
follows: 97.36% of the RSUs grant vested immediately on the grant date which was settled by cash amounting to $2,873 thousand,
a subsequent 0.88% will vest on each of September 30, 2012, 2013 and 2014 which will be settled by the Company’s ordinary
shares, subject to certain forfeiture events.
The amount of compensation expense
from the long-term incentive plan was determined based on the estimated fair value and the market price of ADS (one ADS represents
two ordinary shares) underlying the RSUs granted on the date of grant, which were $5.71 per ADS, $3.95 per ADS, $2.95 per ADS,
$3.25 per ADS, $2.47 per ADS and $1.1 per ADS on September 29, 2006, September 26, 2007, September 29, 2008, September 28, 2009,
September 28, 2010 and September 28, 2011, respectively.
In December 2007, due to the carve-out
of television semiconductor solutions business to incorporate Himax Media Solutions, Inc. (“Himax Media Solution”,
a consolidated subsidiary), 145 employees were transferred from Himax Taiwan to Himax Media Solutions. 361,046 units of these employees’
unvested RSUs were cancelled in exchange for 3,416,714 nonvested shares of Himax Media Solutions’ ordinary share. See Note
14 (b)(iii) for further details of the modification of award.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
RSUs activity under the long-term
incentive plan during the periods indicated is as follows:
|
|
|
Number of
Underlying
Shares for RSUs
|
|
|
Weighted
Average Grant
Date Fair Value
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2009
|
|
|
|
4,536,295
|
|
|
$
|
3.54
|
|
Granted
|
|
|
|
3,577,686
|
|
|
|
3.25
|
|
Vested
|
|
|
|
(4,014,338
|
)
|
|
|
3.58
|
|
Forfeited
|
|
|
|
(261,891
|
)
|
|
|
3.57
|
|
Balance at December 31, 2009
|
|
|
|
3,837,752
|
|
|
|
3.23
|
|
Granted
|
|
|
|
3,488,952
|
|
|
|
2.47
|
|
Vested
|
|
|
|
(4,145,854
|
)
|
|
|
2.84
|
|
Forfeited
|
|
|
|
(492,468
|
)
|
|
|
3.10
|
|
Balance at December 31, 2010
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011, the total
compensation cost related to the unvested RSUs not yet recognized was $2,286 thousand. The weighted-average period over which it
is expected to be recognized is 1.44 years.
As of December 31, 2011, the 1,100,105
and 72,283 unvested RSUs were outstanding under 2005 plan and 2011 plan, respectively.
In 2010 and 2011, the Company
settled RSUs releases with newly issued shares of ordinary shares were 3,538,632 shares and 2,971,212 shares, respectively.
The allocation of compensation
expenses from the RSUs granted to employees and independent directors under the long-term incentive plan is summarized as follows:
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
$
|
264
|
|
|
|
240
|
|
|
|
124
|
|
Research and development
|
|
|
10,078
|
|
|
|
8,153
|
|
|
|
4,790
|
|
General and administrative
|
|
|
1,938
|
|
|
|
1,505
|
|
|
|
863
|
|
Sales and marketing
|
|
|
1,853
|
|
|
|
1,587
|
|
|
|
996
|
|
|
|
$
|
14,133
|
|
|
|
11,485
|
|
|
|
6,773
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
|
(b)
|
Nonvested Shares Issued to Employees
|
|
(i)
|
In September 2005, Himax Analogic granted nonvested shares
of its ordinary shares to certain employees for their future service. The shares vested over four years after the grant date.
The Company recognized compensation expenses of $15 thousand in 2009. Such compensation expense was recorded as research and development
expenses in the accompanying consolidated statements of income with a corresponding increase to noncontrolling interests in the
accompanying consolidated balance sheets. The fair value of shares on grant date was estimated based on the then most recent price
of new shares issued to unrelated third parties, which was NT$10 (US$0.319) per share.
|
Nonvested share activity of
this award during the period indicated is as follows:
|
|
|
Number of
Shares
|
|
|
Weighted
Average Grant
Date Fair Value
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2009
|
|
|
|
673,000
|
|
|
$
|
0.319
|
|
Forfeited
|
|
|
|
(15,000
|
)
|
|
|
0.319
|
|
Vested
|
|
|
|
(658,000
|
)
|
|
|
0.319
|
|
Balance at December 31, 2009
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009, the
total compensation cost related to this award has been fully recognized.
|
(ii)
|
During September 2007 to December 2010, Himax Imaging Inc. (“Imaging Cayman”, a consolidated
subsidiary) granted nonvested shares of its ordinary shares to certain employees for their future service, and the employees must
pay $0.15 or $0.3 (employees hired after March 1, 2009) per share. The shares vest over four years after the grant date. If employees
leave Himax Imaging before completing the four year service period, they would sell these shares back to Himax Imaging at their
original purchase price. On January 1, 2011, 5,346,777 unvested ordinary shares of Imaging Cayman were cancelled in exchange for
1,939,490 unvested ordinary shares of Himax Imaging Ltd. (“Imaging Taiwan”, a consolidated subsidiary) by per ordinary
share of Imaging Cayman in exchange for 0.36274 ordinary share of Imaging Taiwan. The plan will continue to vest according to the
original vesting schedule. In 2009 and 2010, Company recognized compensation expenses of $340 thousand, $355 thousand with the
fair value of shares of Imaging Cayman on grant date based on the then most recent price of new shares issued, which was US$0.33
per share.
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
During 2011, Imaging Cayman
granted nonvested shares of Imaging Taiwan’s ordinary shares to certain employees for their future service, and the employees
must pay NT$30 ($1.03) per share. The shares vest over one year or three years after the grant date. If employees leave Himax Imaging
before completing the service period, Himax Imaging should have the option to buy the vested shares back or not at employees’
original purchase price.
In 2011, the Company recognized
compensation expenses of $71 thousand which was determined based on the estimated fair value of the ordinary shares of Imaging
Taiwan on the date of grant, which was NT$21 (US$0.72) per share. Such compensation expense was recorded as research and development
expenses, general and administrative expense and sales and marketing expense in the accompanying consolidated statements of income
with a corresponding increase to noncontrolling interests in the accompanying consolidated balance sheets. The fair value of ordinary
shares was determined based on a third-party valuation conducted by an independent third-party appraiser.
Nonvested share activity of
this award for Imaging Cayman during the period indicated is as follows:
|
|
Number of
Shares
|
|
|
Weighted
Average Grant
Date Fair Value
|
|
|
|
|
|
|
|
|
Balance at January 1, 2009
|
|
|
4,570,771
|
|
|
$
|
0.33
|
|
Granted
|
|
|
2,253,000
|
|
|
|
0.33
|
|
Vested
|
|
|
(903,882
|
)
|
|
|
0.33
|
|
Forfeited
|
|
|
(271,000
|
)
|
|
|
0.33
|
|
Balance at December 31, 2009
|
|
|
5,648,889
|
|
|
|
0.33
|
|
Granted
|
|
|
1,380,000
|
|
|
|
0.33
|
|
Vested
|
|
|
(868,390
|
)
|
|
|
0.33
|
|
Forfeited
|
|
|
(813,722
|
)
|
|
|
0.33
|
|
Balance at December 31, 2010
|
|
|
5,346,777
|
|
|
|
0.33
|
|
Cancelled
|
|
|
(5,346,777
|
)
|
|
|
0.33
|
|
Balance at December 31, 2011
|
|
|
-
|
|
|
|
-
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Non-vested share activity of
this award for Imaging Taiwan during the period indicated is as follows:
|
|
Number of
Shares
|
|
|
Weighted
Average Grant
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
|
|
As of December 31, 2011, the
total compensation cost related to this award not yet recognized was $68 thousand. The weighted-average period over which it is
expected to be recognized is 1.76 years.
(iii)
As
stated in Note 14 (a) above, in December 2007, Himax Media Solutions granted 3,416,714 non-vested shares of its ordinary shares
to 145 employees transferred from Himax Taiwan to exchange for 361,046 units of these employees’ unvested RSUs. The modification
of equity award incurred an incremental compensation cost of $148 thousand for the excess of the fair value of the modified award
issued over the fair value of the original unvested RSUs at the date of modification. The Company then added incremental compensation
cost to the remaining unrecognized compensation cost of the original award at the date of modification and the total compensation
cost are recognized as compensation expenses ratably over the requisite service period of the modified award.
The fair value of the original
unvested RSUs was determined based on the average market price of the Company’s ordinary shares underlying the RSU at the
modification dates occurred during the period from November 12, 2007 to November 16, 2007. The fair value of Himax Media Solutions’
non-vested shares at the modification date was determined based on the then most recent price of Himax Media Solutions’ new
shares issued to unrelated third parties, which was NT$15 (US$0.464) per share.
The vesting schedule for the
non-vested shares is as follows: 50% will vest on June 20, 2009 and the remaining 50% will vest on December 20, 2010. The Company
recognized compensation expenses of $432 thousand and $161 thousand in 2009 and 2010, respectively. Such compensation expense was
recorded as sales and marketing expense and research and development expenses in the accompanying consolidated statements of income.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Non-vested share activity of
this award during the period indicated is as follows:
|
|
Number of
Shares
|
|
|
Weighted
Average Grant
Date Fair Value
|
|
|
|
|
|
|
|
|
Balance at January 1, 2009
|
|
|
3,022,525
|
|
|
$
|
0.464
|
|
Vested
|
|
|
(1,432,000
|
)
|
|
|
0.464
|
|
Forfeited
|
|
|
(469,525
|
)
|
|
|
0.464
|
|
Balance at December 31, 2009
|
|
|
1,121,000
|
|
|
|
0.464
|
|
Vested
|
|
|
(988,000
|
)
|
|
|
0.464
|
|
Forfeited
|
|
|
(133,000
|
)
|
|
|
0.464
|
|
Balance at December 31, 2010
|
|
|
-
|
|
|
|
-
|
|
As of December 31, 2010, the
total compensation cost related to this award has been fully recognized.
|
(c)
|
Employee stock options
|
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
.
O
n
November 29, 2011, Himax Media Solutions’ general shareholders’ meeting approved a capital reduction plan to offset
its loss by a ratio of 75% and effected on December 12, 2011.
Concurrently with the
capital
reduction plan, the exercise price was changed to NT$60(US$1.856) and NT$40(US$1.244), respectively.
A
ll
options under these plans have four-year terms and 50%, 25% and 25% of each grant will become exercisable subsequent to the second,
third and fourth anniversary of the grant date, respectively.
The Company recognized compensation
expenses of $141 thousand, $180 thousand and $219 thousand in 2009, 2010 and 2011, respectively. Such compensation expense was
recorded as sales and marketing expense, general and administrative expense and research and development expenses in the accompanying
consolidated statements of income.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
At
December 31, 2011, there were 304,500 and 1,000 additional shares available for Himax Media Solutions’ grant under the 2007
plan and the 2009 plan, respectively. The calculated value of each option award is estimated on the date of grant using the Black-Scholes
option-pricing model that used the weighted average assumptions in the following table. Himax Media Solutions uses the simplified
method to estimate the expected term of the options
as it does not have sufficient historical share option exercise experience
and the exercise data relating to employees of other companies is not easily obtainable
. Since
Himax Media Solutions’ shares are not publicly traded and its shares are rarely traded privately, expected volatility is
computed based on the average historical volatility of similar entities with publicly traded shares. The risk-free rates for the
expected term of the options are based on the interest rate of 10 years and 5 years ROC central government bond at the time of
grant for the 2007 plan and the 2009 plan, respectively.
|
|
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
|
%
|
Number of shares and related
data have been retroactively adjusted to reflect the effect of Himax Media Solutions’ capital reduction. A summary of stock
options activity during the periods indicated is as follows:
|
|
Number
of shares
|
|
|
Weighted
average
exercise
price
|
|
|
Weighted
average
remaining
contractual
term
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2009
|
|
|
1,416,875
|
|
|
$
|
1.856
|
|
|
|
3.375
|
|
Granted
|
|
|
574,750
|
|
|
|
1.244
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Forfeited
|
|
|
(298,375
|
)
|
|
|
1.784
|
|
|
|
|
|
Balance at December 31, 2009
|
|
|
1,693,250
|
|
|
|
1.664
|
|
|
|
2.826
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Forfeited
|
|
|
(249,375
|
)
|
|
|
1.680
|
|
|
|
|
|
Balance at December 31, 2010
|
|
|
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
|
|
Exercisable at December 31, 2011
|
|
|
1,347,188
|
|
|
|
1.761
|
|
|
|
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
The weighted average grant date
calculated value of the options granted in 2007 and 2009 were NT$21.6608 (US$0.672) and NT$5.2 (US$0.160), respectively.
Note
15. Equity
O
n
August 6, 2009, the Company’s annual general shareholders’ meeting approved a recapitalization plan as below:
|
(i)
|
Increase of authorized share capital: to increase the
authorized share capital of the Company from US$50 thousand divided into 500,000 thousand shares of par value US$0.0001 each to
US$300,000 thousand divided into 3,000,000,000 thousand shares of par value US$0.0001 each.
|
|
(ii)
|
Distribution of stock dividends: distribute 5,999 shares of stock dividend for each ordinary share
then outstanding as of August 7, 2009 from the additional paid-in capital account.
|
|
(iii)
|
Shares consolidation: immediately following the issuance of stock dividend, every three thousand
issued and unissued shares of par value US$0.0001 each are consolidated into one ordinary share of US$0.3 par value each.
|
|
(iv)
|
Change of par value: change the par value of ordinary shares from US$0.0001 per share to US$0.3
per share effect from August 10, 2009.
|
Concurrently
with the
recapitalization plan, the ADS was changed to have one ADS represent two ordinary shares, as compared to the previous
ratio of one ADS represents one ordinary share. As a result of the ADS ratio change, the percentage ownership of the Company’s
share capital represented by each ADS immediately before and after the recapitalization plan, will remain unchanged.
In accordance with the Company’s
board of director’s resolution on November 14, 2008, the Company authorized another new share buyback program. The program
allows the Company to repurchase up to $50 million of the Company’s ADSs for retirement. The Company repurchased 2,369,091
ADSs,
13,125,251 ADSs
and 3,854,026 ADSs in 2008, 2009 and
2010, respectively, from open market
.
In total, the Company has repurchased $50 million
or 19,348,368 ADSs in the open market at an average price of US$2.58 per ADS.
In accordance with the Company’s
board of director’s resolution on June 20, 2011, the Company authorized another new share buyback program. The program allows
the Company to repurchase up to $25 million of the Company’s ADSs.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
In April 2011, the Companies Law
of the Cayman Islands was amended to permit treasury shares if so approved by the board and to the extent that the articles do
not prohibit treasury shares. Therefore, the Company would hold the treasury shares not been cancelled used for settle future employees
awards.
The Company repurchased
$4.6
million or 3,767,210 ADSs in the open market at an average price of US$1.23 per ADS in 2011. Among which, 3,709,963 ADSs was held
by the Company as of December 31, 2011.
|
(b)
|
Earnings distribution
|
As a holding company, the major
asset of the Company is the 100% ownership interest in Himax Taiwan. Dividends received from the Company’s subsidiaries in
Taiwan, if any, will be subjected to withholding tax under ROC law. The ability of the Company’s subsidiaries to pay dividends,
repay intercompany loans from the Company or make other distributions to the Company may be restricted by the availability of funds,
the terms of various credit arrangements entered into by the Company’s subsidiaries, as well as statutory and other legal
restrictions. The Company’s subsidiaries in Taiwan are generally not permitted to distribute dividends or to make any other
distributions to shareholders for any year in which it did not have either earnings or retained earnings (excluding reserve). In
addition, before distributing a dividend to shareholders following the end of a fiscal year, a Taiwan company must recover any
past losses, pay all outstanding taxes and set aside 10% of its annual net income (less prior years’ losses and outstanding
taxes) as a legal reserve until the accumulated legal reserve equals its paid-in capital, and may set aside a special reserve.
The accumulated legal and special
reserve provided by Himax Taiwan as of December 31, 2010 and 2011 amounting to $45,638 thousand and $47,297 thousand, respectively.
Note
16. Income Taxes
Substantially all of the Company’s
earnings from continuing operations before income taxes is derived from the operations in the ROC and, therefore, substantially
all of the Company’s income tax expense (benefit) attributable to income from continuing operations is incurred in the ROC.
In May 2009, the ROC government
promulgated an amendment of the Income Tax Act. According to the amendment, the income tax rate of Taiwan profit-seeking enterprises
reduced to 20% from 25%, effective in 2010. In June 2010, the ROC government re-promulgated an amendment of the Income Tax Act,
the income tax rate of profit-seeking enterprises reduced to 17% from 20% which retroactively effective from January 1, 2010. The
Company had calculated the deferred tax assets and liabilities in accordance with the amended law and adjusted the resulting difference
as income tax benefit or expense. Effective January 1, 2006, an alternative minimum tax (“AMT”) in accordance with
the Income Basic Tax Act (“IBTA”) is calculated.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
An
additional 10% corporate income tax is assessed on undistributed income for the entities in the ROC, but only to the extent such
income is not distributed or set aside as legal reserve before the end of the following year. The 10% surtax is recorded in the
period the income is earned, and the reduction in the surtax liability is recognized in the period the distribution to shareholders
or the setting aside of legal reserve is finalized in the following year.
T
he
tax base of the undistributed income surtax is “net income under
ROC generally accepted accounting
principles (ROC GAAP)”
, th
e tax effects of temporary differences between ROC GAAP
and tax base are initially measured at the distributed tax rate of 20%, 17% and 17% for December 31, 2009, 2010 and 2011, respectively.
The tax effects of temporary differences that arise from the difference between US GAAP and ROC GAAP are measured at the undistributed
tax rate of 27.2%, 24.47% and 24.47% for December 31, 2009, 2010 and 2011, respectively.
In accordance
with the ROC Statute for Upgrading Industries, Himax Taiwan’s capital increase in 2003 and 2004 and Himax Semiconductor’s
newly incorporated investment in 2004 related to the manufacturing of newly designed TFT-LCD driver was approved by the government
authorities as a newly emerging, important and strategic industry. The incremental income derived from selling the above new product
is tax exempt for a period of five years.
The Company
is entitled to the following tax exemptions:
Date of investment
|
|
Tax exemption period
|
|
|
|
Himax Taiwan:
|
|
|
September 1, 2003
|
|
April 1, 2004-March 31, 2009
|
October 29, 2003
|
|
January 1, 2006-December 31, 2010
|
September 20, 2004
|
|
January 1, 2008-December 31, 2012
|
Himax Semiconductor:
|
|
|
August 26, 2004
|
|
January 1, 2009-December 31, 2013
|
The income before income taxes for domestic and foreign
entities is as follows:
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
Taiwan operations
|
|
$
|
45,160
|
|
|
|
38,235
|
|
|
|
17,210
|
|
US operations
|
|
|
39
|
|
|
|
(55
|
)
|
|
|
151
|
|
China operations
|
|
|
(215
|
)
|
|
|
157
|
|
|
|
1,293
|
|
Korea operations
|
|
|
(75
|
)
|
|
|
177
|
|
|
|
32
|
|
Others
|
|
|
(1,184
|
)
|
|
|
(3,220
|
)
|
|
|
(1,878
|
)
|
|
|
$
|
43,725
|
|
|
|
35,294
|
|
|
|
16,808
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
The components of the income
tax expense attributable to income from continuing operations before taxes for the years ended December 31, 2009, 2010 and 2011
consist of the following:
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
Taiwan operations
|
|
$
|
6,407
|
|
|
|
1,589
|
|
|
|
2,005
|
|
US operations
|
|
|
26
|
|
|
|
33
|
|
|
|
104
|
|
China operations
|
|
|
34
|
|
|
|
112
|
|
|
|
120
|
|
Korea operations
|
|
|
-
|
|
|
|
12
|
|
|
|
5
|
|
Others
|
|
|
-
|
|
|
|
1
|
|
|
|
-
|
|
Total current
|
|
|
6,467
|
|
|
|
1,747
|
|
|
|
2,234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Taiwan operations
|
|
|
1,443
|
|
|
|
4,518
|
|
|
|
4,902
|
|
US operations
|
|
|
12
|
|
|
|
(30
|
)
|
|
|
5
|
|
China operations
|
|
|
1
|
|
|
|
(15
|
)
|
|
|
162
|
|
Korea operations
|
|
|
(8
|
)
|
|
|
8
|
|
|
|
(2
|
)
|
Others
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total deferred
|
|
|
1,448
|
|
|
|
4,481
|
|
|
|
5,067
|
|
Income tax expense
|
|
$
|
7,915
|
|
|
|
6,228
|
|
|
|
7,301
|
|
Since the Company is based
in the Cayman Islands, a tax-free country, domestic tax on pretax income is calculated at the Cayman Islands statutory rate of
zero for each year.
The significant components of
deferred income tax expense attributable to income from continuing operations for the years ended December 31, 2009, 2010 and 2011
are as follows:
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
Deferred income tax expense (benefit), exclusive of the effects of other components listed below
|
|
$
|
(11,182
|
)
|
|
|
(13,141
|
)
|
|
|
1,085
|
|
Adjustments to deferred tax assets and liabilities for changes in enacted tax laws and rates
|
|
|
5,224
|
|
|
|
3,144
|
|
|
|
(1
|
)
|
Increase in the beginning-of-the-year balance of the valuation allowance for deferred tax assets
|
|
|
7,406
|
|
|
|
14,478
|
|
|
|
5,406
|
|
|
|
$
|
1,448
|
|
|
|
4,481
|
|
|
|
6,490
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
The differences between expected
income tax expense, computed based on the ROC statutory income tax rate of 25% in 2009 and 17% in 2010 and 2011, and the actual
income tax expense as reported in the accompanying consolidated statements of income for the years ended December 31, 2009, 2010
and 2011 are summarized as follows:
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
|
|
|
|
Expected income tax expense
|
|
$
|
10,931
|
|
|
|
6,000
|
|
|
|
2,857
|
|
Tax-exempted income
|
|
|
(9,377
|
)
|
|
|
(3,567
|
)
|
|
|
(836
|
)
|
Tax on undistributed retained earnings
|
|
|
5,816
|
|
|
|
1,643
|
|
|
|
3,424
|
|
Tax benefit resulting from setting aside legal reserve from prior year’s income
|
|
|
(953
|
)
|
|
|
(639
|
)
|
|
|
(164
|
)
|
Adjustment to deferred tax assets and liabilities for enacted change in tax laws and rates
|
|
|
5,224
|
|
|
|
3,144
|
|
|
|
(1
|
)
|
Investment loss from subsidiary decreased the capital for offset the deficit
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,821
|
)
|
Increase in investment tax credits
|
|
|
(13,809
|
)
|
|
|
(3,687
|
)
|
|
|
(1,692
|
)
|
Increase in deferred tax asset valuation allowance
|
|
|
8,450
|
|
|
|
12,408
|
|
|
|
6,823
|
|
Non-deductible share-based compensation expenses
|
|
|
458
|
|
|
|
178
|
|
|
|
589
|
|
Provision for uncertain tax position in connection with share-based compensation expenses
|
|
|
416
|
|
|
|
133
|
|
|
|
-
|
|
Decrease in unrecognized tax benefits related to prior year uncertain
tax positions, net of its impact to tax-exempted income
|
|
|
-
|
|
|
|
(2,295
|
)
|
|
|
(6,759
|
)
|
Tax effect resulting from foreign entities’ monetary assets or liabilities that are denominated in functional currency
|
|
|
-
|
|
|
|
(4,885
|
)
|
|
|
6,677
|
|
Transaction gain or loss resulted from remeasuring deferred foreign tax liabilities or assets
|
|
|
(1,016
|
)
|
|
|
(3,392
|
)
|
|
|
1,211
|
|
Tax effect of the difference resulting from remeasuring foreign entities’ nonmonetary assets
|
|
|
691
|
|
|
|
(1,043
|
)
|
|
|
(4,627
|
)
|
Foreign tax rate differential
|
|
|
1,184
|
|
|
|
1,320
|
|
|
|
1,350
|
|
Variance from audits of prior years’ income tax filings
|
|
|
(538
|
)
|
|
|
1,205
|
|
|
|
476
|
|
Others
|
|
|
438
|
|
|
|
(295
|
)
|
|
|
(206
|
)
|
Actual income tax expense
|
|
$
|
7,915
|
|
|
|
6,228
|
|
|
|
7,301
|
|
The basic and diluted earnings
per ordinary share effect resulting from the income tax exemption for the years ended December 31, 2009, 2010 and 2011, is a $0.03,
$0.01 and nil, increase to earnings per ordinary share, respectively.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
The total income tax expense for
the years ended December 31, 2009, 2010 and 2011 was allocated as follows:
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
|
|
|
|
(in thousands)
|
|
Income from continuing operations
|
|
$
|
7,915
|
|
|
|
6,228
|
|
|
|
7,301
|
|
Other comprehensive loss
|
|
|
(18
|
)
|
|
|
(54
|
)
|
|
|
(125
|
)
|
Total income tax expense
|
|
$
|
7,897
|
|
|
|
6,174
|
|
|
|
7,176
|
|
As of December 31, 2010 and 2011,
the components of deferred income tax assets (liabilities) were as follows:
|
|
December 31,
|
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Inventory
|
|
$
|
4,482
|
|
|
|
4,219
|
|
Allowance for doubtful accounts
|
|
|
2,556
|
|
|
|
2,303
|
|
Equity method investments
|
|
|
38
|
|
|
|
-
|
|
Capitalized expense for tax purposes
|
|
|
28
|
|
|
|
13
|
|
Accrued compensated absences
|
|
|
67
|
|
|
|
88
|
|
Allowance for sales return, discounts and warranty
|
|
|
223
|
|
|
|
147
|
|
Unused investment tax credits
|
|
|
49,084
|
|
|
|
39,393
|
|
Unused loss carry-forward
|
|
|
18,466
|
|
|
|
20,919
|
|
Unrealized foreign exchange loss
|
|
|
5,178
|
|
|
|
135
|
|
Accrued pension cost
|
|
|
168
|
|
|
|
296
|
|
Other
|
|
|
325
|
|
|
|
308
|
|
Total gross deferred tax assets
|
|
|
80,615
|
|
|
|
67,821
|
|
Less: valuation allowance
|
|
|
(42,906
|
)
|
|
|
(35,241
|
)
|
Net deferred tax assets
|
|
|
37,709
|
|
|
|
32,580
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Unrealized foreign exchange gain
|
|
|
(293
|
)
|
|
|
(2,112
|
)
|
Prepaid pension cost
|
|
|
(360
|
)
|
|
|
(361
|
)
|
Acquired intangible assets
|
|
|
(1,541
|
)
|
|
|
(1,041
|
)
|
Property, plant and equipment
|
|
|
(31
|
)
|
|
|
(36
|
)
|
Deferred shared based compensation
|
|
|
(89
|
)
|
|
|
-
|
|
Total gross deferred tax liabilities
|
|
|
(2,314
|
)
|
|
|
(3,550
|
)
|
Net deferred tax assets
|
|
$
|
35,395
|
|
|
|
29,030
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
As of December 31, 2011, the Company
has not provided for income taxes on the undistributed earnings of approximately $467,662 thousand of its foreign subsidiaries
since the Company has specific plans to reinvest these earnings indefinitely. A deferred tax liability will be recognized when
the Company can no longer demonstrate that it plans to indefinitely reinvest these undistributed earnings. It is not practicable
to estimate the amount of additional taxes that might be payable on such undistributed earnings.
The
valuation allowance for deferred tax assets as of January 1, 2009, 2010 and 2011 was $21,022 thousand, $28,428 thousand and $42,906
thousand, respectively. The net change in the valuation allowance for the years ended December 31, 2009, 2010 and 2011, was an
increase of $7,406 thousand, $14,478 thousand and a decrease of $7,665 thousand, respectively.
Effective January 1, 2009,
any recognition of tax benefit related to changes in the valuation allowance for acquired deferred tax assets should be recorded
in the consolidated statements of income under ASC 805 (SFAS No. 141R),
Business Combination
.
In assessing the realizability
of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible and tax loss carry-forward utilizable. Management considers
the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this
assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which
the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits
of the deferred tax assets, net of the valuation allowance at December 31, 2011. The amount of the deferred tax asset considered
realizable, however, could be reduced in the near term if estimates of future taxable income during the carry-forward period are
reduced.
Each entity within the Company
files separate standalone income tax return. Except for Himax Taiwan, Himax Korea, Himax Technologies (Suzhou) Co., Ltd., Himax
Technologies (Shenzhen) Co., Ltd., and Himax Imaging Corp., most of other subsidiaries of the Company have generated tax losses
since their inception, therefore, a valuation allowance of $31,569 thousand and $31,905thousand as of December 31, 2010 and 2011,
respectively, were provided to reduce their deferred tax assets (consisting primarily of operating loss carry-forward and unused
investment tax credits) to zero because management believes it is unlikely that these tax benefits will be realized. The total
tax loss carry-forward for these subsidiaries at December 31, 2011 was $123,085 thousand, which will expire if unused by 2021.
The total unused investment tax credits for these subsidiaries at December 31, 2011 were $11,180 thousand, which will expire if
unused by 2013.
In addition, a valuation allowance
of $11,337 thousands and $3,336 thousands as of December 31, 2010 and 2011, respectively, was provided to reduce Himax Taiwan’s
deferred tax assets related to unused investment tax credits.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
As ROC Income Tax Acts has been
amended in January 2009, the tax loss carry-forward in the preceding ten years would be deducted from tax income. That amendment
is effective for the Company beginning 2009 and extends the period of tax loss carry-forward for certain subsidiaries.
According to the ROC
Statute for Upgrading Industries, expired on December 31, 2009, the purchase of machinery for the automation of
production, expenditure for research and development and training of professional personnel, each occurring before December
31, 2009, entitles the Company to tax credits. These credits may be applied over a period of five years. The amount of the
credit that may be applied in any year, except the final year, is limited to 50% of the income tax payable for that year.
There is no limitation on the utilization of the amount of investment tax credit to offset the income tax payable in the
final year. Also, investments in shares originally issued by ROC domestic companies that are newly emerging, important and
strategic industries, entitles the Company after a three year holding period to a tax credit of
twenty percent of the price paid for the acquisition of such shares. The credit also may be applied over a period of five
years.
On May 12, 2010, the Statute for
Industrial Innovation was promulgated in the ROC, which became effective on the same date except for the provision relating to
tax incentives which went into effect retroactively on January 1, 2010. The Statute for Industrial Innovation entitles companies
to investment tax credits for research and development expenses related to innovation activities but limits the amount of investment
tax credit to only up to 15% of the total research and development expenditure for the current year, subject to a cap of 30% of
the income tax payable for the current year. Moreover, any unused investment tax credits provided under the Statute for Industrial
Innovation can not be carried forward.
As of December 31, 2011, all of
the Company’s unused investment tax credits of NT$1,192,638 thousand (US$39,393 thousand) reported for tax return purposes
will expire if unused by 2013.
A reconciliation of the beginning and ending amount
of unrecognized tax benefits is as follows:
|
|
For the year ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
$
|
5,718
|
|
|
|
8,450
|
|
|
|
6,892
|
|
Increase related to prior year tax positions
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Decrease related to prior year tax positions
|
|
|
-
|
|
|
|
(2,295
|
)
|
|
|
(6,759
|
)
|
Increase related to current year tax positions
|
|
|
2,587
|
|
|
|
133
|
|
|
|
-
|
|
Effect of exchange rate change
|
|
|
145
|
|
|
|
604
|
|
|
|
(5
|
)
|
Balance at end of year
|
|
$
|
8,450
|
|
|
|
6,892
|
|
|
|
128
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Included in the balance of total
unrecognized tax benefits at December 31, 2010 and 2011, are potential benefits of $6,286 thousand and $128 thousand, respectively
that if recognized, would reduce the Company’s effective tax rate. No interest and penalties related to unrecognized tax
benefits were recorded by the Company for the years ended December 31, 2009, 2010 and 2011. The Company’s major taxing jurisdiction
is Taiwan. All Taiwan subsidiaries’ income tax returns have been examined and assessed by the ROC tax authorities through
2009.
The tax year 2010 remains open to examination by the ROC tax authorities. Taiwanese entities
are customarily examined by the tax authorities and it is possible that a future examination will result in a positive or negative
adjustment to the Company's unrecognized tax benefits within the next 12 months; however, management is unable to estimate
a range of the tax benefits or detriment as of December 31, 2011.
Note
17. Fair Value Measurement
The following table presents the
Company’s financial assets and liabilities that are measured at fair value on a recurring basis which were comprised of the
following types of instruments at December 31, 2010 and 2011:
|
|
Fair Value Measurements at
December
31,
2010
Using
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
(in thousands)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits with original maturities less than three months
|
|
$
|
77,500
|
|
|
|
-
|
|
|
|
-
|
|
Marketable securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposit with original maturities more than three months
|
|
|
-
|
|
|
|
171
|
|
|
|
-
|
|
Open-ended bond fund
|
|
|
8,460
|
|
|
|
-
|
|
|
|
-
|
|
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate straight bonds
|
|
|
-
|
|
|
|
-
|
|
|
|
5,196
|
|
Restricted cash and cash equivalents :
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits with original maturities less than three months
|
|
|
45,000
|
|
|
|
-
|
|
|
|
-
|
|
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Embedded conversion option
|
|
|
-
|
|
|
|
-
|
|
|
|
1,004
|
|
Restricted marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits with original maturities of more than three months
|
|
|
-
|
|
|
|
172
|
|
|
|
-
|
|
Total
|
|
$
|
130,960
|
|
|
|
343
|
|
|
|
6,200
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
|
|
Fair Value Measurements at
December
31,
2010
Using
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
(in thousands)
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt
|
|
$
|
-
|
|
|
|
57,000
|
|
|
|
-
|
|
Total
|
|
$
|
-
|
|
|
|
57,000
|
|
|
|
-
|
|
|
|
Fair Value Measurements at
December
31,
2011
Using
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
(in thousands)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits with original maturities less than three months
|
|
$
|
72,000
|
|
|
|
-
|
|
|
|
-
|
|
Marketable securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposit with original maturities more than three months
|
|
|
-
|
|
|
|
165
|
|
|
|
-
|
|
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate straight bonds
|
|
|
-
|
|
|
|
-
|
|
|
|
5,080
|
|
Restricted cash and cash equivalents :
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits with original maturities less than three months
|
|
|
44,000
|
|
|
|
-
|
|
|
|
-
|
|
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Embedded conversion option
|
|
|
-
|
|
|
|
-
|
|
|
|
174
|
|
Restricted marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits with original maturities of more than three months
|
|
|
-
|
|
|
|
1,266
|
|
|
|
-
|
|
Total
|
|
$
|
116,000
|
|
|
|
1,431
|
|
|
|
5,254
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt
|
|
$
|
-
|
|
|
|
84,200
|
|
|
|
-
|
|
Total
|
|
$
|
-
|
|
|
|
84,200
|
|
|
|
-
|
|
Non-financial assets such as goodwill,
intangible assets, and property, plant, and equipment are measured at fair value only when an impairment loss is recognized. No
such impairments were recognized in 2009, 2010 and 2011.
There were no transfers between
Level 1 and Level 2 of fair value hierarchy and no transfers into or out of Level 3 financial instruments during the year ended
December 31, 2011.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
The following table summarizes
changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the years ended December 31, 2010 and
2011:
|
|
Corporate
straight
bonds
|
|
|
Derivatives-
Conversion
option
|
|
|
Total
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Purchases, issuances, and settlements
|
|
$
|
4,365
|
|
|
|
684
|
|
|
|
5,049
|
|
Total unrealized gains included in earnings
|
|
|
52
|
|
|
|
320
|
|
|
|
372
|
|
Total unrealized gains included in other comprehensive income, net
|
|
|
779
|
|
|
|
-
|
|
|
|
779
|
|
Balance at December 31, 2010
|
|
|
5,196
|
|
|
|
1,004
|
|
|
|
6,200
|
|
Total unrealized gains (losses) included in earnings
|
|
|
67
|
|
|
|
(830
|
)
|
|
|
(763
|
)
|
Total unrealized losses included in other comprehensive income, net
|
|
|
(183
|
)
|
|
|
-
|
|
|
|
(183
|
)
|
Balance at December 31, 2011
|
|
$
|
5,080
|
|
|
|
174
|
|
|
|
5,254
|
|
The amount of total gains in 2010 included in earnings attributable to the change in unrealized gains relating to assets and liabilities still held December 31, 2010
|
|
$
|
52
|
|
|
|
320
|
|
|
|
372
|
|
The amount of total gains (losses) in 2011 included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held December 31, 2011
|
|
$
|
67
|
|
|
|
(830
|
)
|
|
|
(763
|
)
|
The Company estimated the fair
value for corporate straight bond and conversion option based on an external expert’s valuation report. The calculated fair
values are estimated by using Binomial Model. The measure is based on significant inputs that are not observable in the market,
which are Level 3 inputs. Key valuation assumptions include (a) a discount rate of 1.5985% and 1.4532% at December 31, 2010 and
2011, respectively, which are based on risk-free rates plus issuer’s risk premium for the expected terms. The risk-free rate
of 1.0485% and 0.9139% applied for the expected terms of 4.6 years and 3.6 years at December 31, 2010 and 2011, respectively, were
derived from the yield rate of 2 years and 5 years ROC central government bond at the reporting date. The investee’s risk
premium of 0.55% and 0.54% at December 31, 2010 and 2011, respectively, that are based on the risk premium of the unsecured bank
loan of the peer
;
(b) an expected volatility of 40.71% and
40.78% at December 31, 2010 and 2011, respectively, was used in the valuation of conversion option, which are based on the average
historical volatility of the issuer’s publicly traded shares.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
|
Note 18.
|
Significant Concentrations
|
Financial instruments
that currently subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities
and accounts receivable. The Company places its cash primarily in checking and saving accounts with reputable financial institutions.
The Company has not experienced any material losses on deposits of the Company’s cash and cash equivalents. Marketable securities
consist of time deposits with original maturities of greater than three months, corporate convertible bond and investments in open-ended
bond fund identified to fund current operations.
The Company
derived substantially all of its revenues from sales of display drivers that are incorporated into TFT-LCD panels. The TFT-LCD
panel industry is intensely competitive and is vulnerable to cyclical market conditions and subject to price fluctuations. Management
expects the Company to be substantially dependent on sales to the TFT-LCD panel industry for the foreseeable future.
The
Company depends on its largest customer,
CMO
and its affiliates, which are a related party to the Company, for majority of its revenues and the loss of, or a significant reduction
in orders would significantly reduce the Company’s revenues and adversely impact the Company’s operating results. In
November 2009,
CMO, Innolux Display Corporation, and TPO Displays Corporation agreed to conduct a merger of the three companies.
The merger transaction was completed on March 18, 2010. Innolux is the surviving entity following the merger and is renamed Chimei
Innolux Corporation, or CMI. CMO/CMI
and its affiliates
accounted for approximately 64.3%, 52.2% and 40.8%, respectively, of the Company’s revenues in 2009, 2010 and 2011, and represented
more than 10% of the Company’s total accounts receivable balance at December 31, 2010 and 2011.
CMO/CMI
and its affiliates accounted for approximately 54.3% and 44.1% of the Company’s total accounts receivable balance at December
31, 2010 and 2011, respectively.
In addition, the Company had accounts receivable of $16.7 million and $15.2 million outstanding
from SVA-NEC as of December 31, 2010 and 2011. Since second half of 2008, SVA-NEC has delayed paying a large portion of its outstanding
accounts receivable. Due to the increasing concern about SVA-NEC’s financial condition, the Company recognized a provision
for doubtful accounts receivable of $25.3 million for the year ended December 31, 2008. Afterwards, the Company recovered $8.6
million and $1.5 million in cash from SVA-NEC in October 2010 and March 2011, respectively. The allowance for doubtful accounts
for SVA-NEC’s accounts receivable is $16.7 million and $15.2 million as of December 31, 2010 and 2011.
The
Company has at times agreed to extend the payment terms for certain of its customers. Other customers have also requested extension
of payment terms, and the Company may grant such requests for extension in the future. As a result, a default by any such customer,
a prolonged delay in the payment of accounts receivable, or the extension of payment terms for the Company’s customers would
adversely affect the Company’s cash flow, liquidity and operating results. Management performs ongoing credit evaluations
of each customer and adjusts credit policy based upon payment history and the customer’s credit worthiness, as determined
by the review of their current credit information. See Notes 19 and 21 for additional information.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
The Company
focuses on design, development and marketing of its products and outsources all its semiconductor fabrication, assembly and test.
The Company primarily depends on nine foundries to manufacture its wafer, and any failure to obtain sufficient foundry capacity
or loss of any of the foundries it uses could significantly delay the Company’s ability to ship its products, cause the Company
to lose revenues and damage the Company’s customer relationships.
There are a
limited number of companies which supply processed tape used to manufacture the Company’s semiconductor products and therefore,
from time to time, shortage of such processed tape may occur. If any of the Company’s suppliers experience difficulties in
delivering processed tape used in its products, the Company may not be able to locate alternative sources in a timely manner. Moreover,
if shortages of processed tape were to occur, the Company may incur additional costs or be unable to ship its products to customers
in a timely manner, which could harm the Company’s business customer relationships and negatively impact its earnings.
A limited number
of third-party assembly and testing houses assemble and test substantially all of the Company’s current products. As a result,
the Company does not directly control its product delivery schedule, assembly and testing costs and quality assurance and control.
If any of these assembly and testing houses experiences capacity constraints or financial difficulties, or suffers any damage to
its facilities, or if there is any other disruption of its assembly and testing capacity, the Company may not be able to obtain
alternative assembly and testing services in a timely manner. Because the amount of time the Company usually takes to qualify assembly
and testing houses, the Company could experience significant delays in product shipments if it is required to find alternative
sources. Any problems that the Company may encounter with the delivery, quality or cost of its products could damage the Company’s
reputation and result in a loss of customers and orders.
|
Note 19.
|
Related-party Transactions
|
|
(a)
|
Name and relationship
|
Name of related parties
|
|
Relationship
|
|
|
|
Chimei Innolux Corporation (CMI)
|
|
Principal Owner (1)
|
Chi Mei Optoelectronics Corp. (CMO)
|
|
The Company’s Chairman
represented on CMO’s Board of Directors, expired on March 18, 2010(1)
|
Chi Mei Optoelectronics Japan, Co., Ltd. (CMO-Japan)
|
|
Wholly owned subsidiary of CMI (2)
|
Chi Mei Corporation (CMC)
|
|
Major shareholder of CMI
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Name of related parties
|
|
Relationship
|
|
|
|
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
|
NingBo Chi Mei Electronics Ltd. (CME-NingBo)
|
|
The subsidiary of CMI (2)
|
NingBo Chi Mei Optoelectronics Ltd. (CMO-NingBo)
|
|
The subsidiary of CMI (2)
|
Chi Mei EL Corporation (CMEL)
|
|
The subsidiary of CMI (2)
|
NanHai Chi Mei Optoelectronics Ltd. (CMO- NanHai)
|
|
The subsidiary of CMI (2)
|
Chi Hsin Electronics Corp. (Chi Hsin)
|
|
The subsidiary of CMO, which merged with CMO on May 31, 2009, CMO was the surviving company
|
Chi Mei Logistics Corp. (CMLC)
|
|
The subsidiary of CMI (2) , not included as related party since July 2011
|
NingBo Chi Mei Logistics Corp. (CMLC-NingBo)
|
|
The subsidiary of CMI (2)
|
Foshan
Chi Mei Logistics Ltd. (
CMLC-Foshan)
|
|
The subsidiary of CMI (2)
|
Dongguan Chi Hsin Electronics Co., Ltd. (Chi Hsin-Dongguan)
|
|
The subsidiary of CMI (2)
|
NingBo ChiHsin Electronics Ltd. (Chi Hsin-NingBo)
|
|
The subsidiary of CMI (2)
|
Fulintec Science Engineering Co., Ltd. (Fulintec)
|
|
The subsidiary of CMI (2), not included as related party since May 2011
|
ShenZhen Nexgen Trading Co., Ltd. (ShenZhen Nexgen)
|
|
The subsidiary of NEXGEN, not included as related party since July 2011
|
TPO Displays Japan K.K. (TPO Japan)
|
|
The subsidiary of CMI, as related party since March 18, 2010
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Name of related parties
|
|
Relationship
|
|
|
|
TPO Displays Hong Kong Limited (TPO Hong Kong)
|
|
The subsidiary of CMI, as related party since March 18, 2010
|
TPO Displays (Shanghai) Ltd. (TPO Shanghai)
|
|
The subsidiary of CMI, as related party since March 18, 2010
|
TPO Displays (Nanjing) Ltd. (TPO-NJ)
|
|
The subsidiary of CMI, as related party since March 18, 2010
|
Lakers Trading Ltd. (Lakers)
|
|
The subsidiary of CMI, as related party since March 18, 2010
|
Contrel Technology Co., Ltd. (Contrel)
|
|
Related party in substance, not included as related party since March 18, 2010
|
Ampower Technology Co., Ltd. (Ampower)
|
|
Related party in substance, not included as related party since
March 18, 2010
|
Amlink (Shanghai) Ltd. (Amlink)
|
|
Related party in substance, not included as related party since
March 18, 2010
|
Linklinear Development Co, Ltd. (LDC)
|
|
Related party in substance, not included as related party since
March 18, 2010
|
Shinyoptics Corp. (Shinyoptics)
|
|
Equity method investee of the Company, not included as related party since October 1, 2010
|
Hangzhou Crystal Display Technology Co., Ltd. (Crystal)
|
|
Equity method investee of the Company, not included as related party since May 2011
|
|
(1)
|
CMO, Innolux Display Corporation, and TPO Displays Corporation agreed to conduct a merger of the
three companies. The merger transaction was completed on March 18, 2010. Innolux is the surviving entity following the merger and
is renamed Chimei Innolux Corporation, or CMI.
|
|
(2)
|
The entities are the subsidiary of CMO
before
March 18, 2010.
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
|
(b)
|
Significant transactions with related parties
|
|
(i)
|
Revenues and accounts receivable
|
Revenues from related parties
are summarized as follows:
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
CMO- NingBo
|
|
$
|
230,299
|
|
|
|
167,255
|
|
|
|
123,888
|
|
CMI
|
|
|
-
|
|
|
|
56,770
|
|
|
|
55,629
|
|
CMO- NanHai
|
|
|
86,612
|
|
|
|
51,821
|
|
|
|
41,241
|
|
Chi Hsin- NingBo
|
|
|
23,789
|
|
|
|
19,730
|
|
|
|
16,806
|
|
CMO
|
|
|
101,569
|
|
|
|
15,602
|
|
|
|
-
|
|
CME- NingBo
|
|
|
-
|
|
|
|
8,592
|
|
|
|
18,889
|
|
Others (individually below 5%)
|
|
|
5,037
|
|
|
|
18,854
|
|
|
|
1,780
|
|
|
|
$
|
447,306
|
|
|
|
338,624
|
|
|
|
258,233
|
|
A breakdown by product type
for sales to CMO/CMI and its affiliates is summarized as follows:
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Display driver for large-size applications
|
|
$
|
417,099
|
|
|
|
297,146
|
|
|
|
210,137
|
|
Display driver for consumer electronics applications
|
|
|
25,542
|
|
|
|
27,189
|
|
|
|
29,316
|
|
Display driver for mobile handsets
|
|
|
1,487
|
|
|
|
10,170
|
|
|
|
14,454
|
|
Others
|
|
|
1,117
|
|
|
|
1,090
|
|
|
|
4,249
|
|
|
|
$
|
445,245
|
|
|
|
335,595
|
|
|
|
258,156
|
|
The sales prices CMO/CMI and
its affiliates receive are comparable to those offered to unrelated third parties.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
The related accounts receivable
resulting from the above sales as of December 31, 2010 and 2011, were as follows:
|
|
December 31,
|
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
CMO- NingBo
|
|
$
|
39,793
|
|
|
|
33,981
|
|
CMI
|
|
|
27,275
|
|
|
|
17,690
|
|
CMO- NanHai
|
|
|
16,305
|
|
|
|
17,019
|
|
Chi Hsin- NingBo
|
|
|
6,474
|
|
|
|
4,038
|
|
CME- NingBo
|
|
|
4,823
|
|
|
|
6,629
|
|
Others ((individually below 5%)
|
|
|
1,432
|
|
|
|
559
|
|
|
|
|
96,102
|
|
|
|
79,916
|
|
Allowance for sales returns and discounts
|
|
|
(138
|
)
|
|
|
(83
|
)
|
|
|
$
|
95,964
|
|
|
|
79,833
|
|
The credit terms granted to
CMO/CMI and its affiliates ranged from 90 days to 120 days, and the credit terms granted to other related parties ranged from 45
days to 60 days. The credit terms offered to unrelated third parties ranged from 30 days to 150 days.
|
(ii)
|
Property transactions
|
In 2010, the Company purchased
equipment amounting to $71 thousand from Fulintec, respectively. The purchase transaction in 2010 had been full paid as of December
31, 2010.
The Company entered into several
lease contracts with CMO, CMI, CMLC, CMLC-NingBo, CMLC-Foshan and CMO-NanHai for leasing office space, facilities and inventory
locations. For the years ended December 31, 2009, 2010 and 2011, the related rent and utility expenses resulting from the aforementioned
transactions amounted to $700 thousand, $1,119 thousand and $705 thousand, respectively, and were recorded as cost of revenue and
operating expenses in the accompanying consolidated statements of income. As of December 31, 2010 and 2011, the related payables
resulting from the aforementioned transactions amounted to $362 thousand and $326 thousand, respectively, and were recorded as
other accrued expenses in the accompanying consolidated balance sheets.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
As of December 31, 2011, future
minimum lease payments under non-cancelable operating leases with related parties are as follows:
Duration
|
|
Amount
|
|
|
|
(in thousands)
|
|
|
|
|
|
January 1, 2012~December 31, 2012
|
|
$
|
192
|
|
January 1, 2013~December 31, 2013
|
|
|
191
|
|
January 1, 2014~December 31, 2014
|
|
|
179
|
|
January 1, 2015~December 31, 2015
|
|
|
179
|
|
January 1, 2016~December 31, 2016
|
|
|
179
|
|
After January 1, 2017
|
|
|
1,311
|
|
|
|
$
|
2,231
|
|
In 2009, 2010 and 2011, the
Company purchased consumable and miscellaneous items amounting to $345 thousand, $449 thousand and $348 thousand, respectively,
from CMO, CMI, CMC, Chi Lin Tech, NEXGEN, CMEL, Chi Hsin, Contrel, Fulintec and LDC, which were charged to cost of revenues and
operating expenses. As of December 31, 2010 and 2011, the related payables resulting from the aforementioned transactions were
nil and $9 thousand, respectively.
In
2009 and 2010, Chi Lin Tech provided IC bonding service on prototype panels for the Company’s research activities for a fee
of $43 thousand and $12 thousand, respectively, which was charged to research and development expense. As of December 31, 2010,
the related process fee payables resulting from the aforementioned transactions
had been full paid
.
|
Note 20.
|
Commitments and Contingencies
|
|
(a)
|
As of December 31, 2010, and 2011 the Company had entered into several contracts for the acquisition
of equipment and computer software. Total contract prices amounted to $8,825 thousand and $8,207 thousand, respectively. As of
December 31, 2010 and 2011, the remaining commitments were $7,715 thousand and $2,387 thousand, respectively.
|
|
(b)
|
The Company leases its office and buildings pursuant to operating lease arrangements with unrelated
third parties. The lease arrangement will expire gradually from 2012 to 2016. As of December 31, 2010 and 2011, deposits paid amounted
to $535 thousand and $520 thousand, respectively, and were recorded as refundable deposit in the accompanying consolidated balance
sheets.
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
As of December 31, 2011, future
minimum lease payments under noncancelable operating leases are as follows:
Duration
|
|
Amount
|
|
|
|
(in thousands)
|
|
|
|
|
|
January 1, 2012~December 31, 2012
|
|
$
|
1,111
|
|
January 1, 2013~December 31, 2013
|
|
|
663
|
|
January 1, 2014~December 31, 2014
|
|
|
413
|
|
January 1, 2015~December 31, 2015
|
|
|
21
|
|
January 1, 2016~December 31, 2016
|
|
|
1
|
|
|
|
$
|
2,209
|
|
Rental expense for operating leases
with unrelated third parties amounted to $1,149 thousand, $1,229 thousand and $1,223 thousand in 2009, 2010 and 2011, respectively.
|
(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, no royalty was paid.
|
|
(e)
|
The company has entered into two agreements to provide donations for laboratories with two top
local universities in Taiwan. The total donation amounts based on the modified agreements amounted to NT$55.4 million ($1.7 million).
As of December 31, 2011, the company had paid all the donations.
|
|
(f)
|
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.
|
|
(g)
|
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.
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
|
(h)
|
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 resulted from above arrangements approximate $106,419 thousand and $77,434 thousand as of December 31,
2010 and 2011, respectively.
|
|
(i)
|
As of December 31, 2010 and 2011, Himax Display owned a 15.41% equity interest in Spatial Photonics,
Inc, which is accounted for using the cost method (see Note 9). On October 27, 2011, Himax Display exercised an option to acquire
all of the remaining outstanding shares of capital stock of Spatial Photonics, Inc. in exchange for 7.37% of the ordinary shares
of Himax Display, calculated on a fully diluted basis, in accordance with various milestone events. However, the acquisition of
Spatial Photonics, Inc. is still subject to the examination of and approval from the Investment Commission of the Ministry of Economic
Affairs of the ROC. If and when such approval is obtained, the Company will account for this acquisition of additional shares under
the purchase method and Spatial Photonics will become a wholly-owned subsidiary of Himax Display.
|
|
(j)
|
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.
|
|
Note 21.
|
Segment, Product and Geographic Information
|
|
|
Year Ended December 31, 2009
|
|
|
|
Driver IC
|
|
|
Non-
driver
products
|
|
|
Consolidated
Total
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Segment revenues
|
|
$
|
646,121
|
|
|
|
46,260
|
|
|
|
692,381
|
|
Segment profit (loss)
|
|
$
|
71,035
|
|
|
|
(27,498
|
)
|
|
|
43,537
|
|
Non operating income, net
|
|
|
|
|
|
|
|
|
|
|
188
|
|
Consolidated earnings before
income taxes
|
|
|
|
|
|
|
|
|
|
$
|
43,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant noncash item:
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based compensation
|
|
$
|
7,182
|
|
|
|
1,371
|
|
|
|
8,553
|
|
Depreciation and amortization
|
|
$
|
10,110
|
|
|
|
3,685
|
|
|
|
13,795
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
|
|
Year Ended December 31, 2010
|
|
|
|
Driver IC
|
|
|
Non-
driver
products
|
|
|
Consolidated
Total
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Segment revenues
|
|
$
|
590,057
|
|
|
|
52,635
|
|
|
|
642,692
|
|
Segment profit (loss)
|
|
$
|
54,815
|
|
|
|
(19,457
|
)
|
|
|
35,358
|
|
Non operating loss, net
|
|
|
|
|
|
|
|
|
|
|
(64
|
)
|
Earnings before income taxes
|
|
|
|
|
|
|
|
|
|
$
|
35,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant noncash item:
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based compensation
|
|
$
|
5,007
|
|
|
|
1,304
|
|
|
|
6,311
|
|
Depreciation and amortization
|
|
$
|
10,074
|
|
|
|
3,552
|
|
|
|
13,626
|
|
|
|
Year Ended December 31, 2011
|
|
|
|
Driver IC
|
|
|
Non-
driver
products
|
|
|
Consolidated
Total
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Segment revenues
|
|
$
|
552,456
|
|
|
|
80,565
|
|
|
|
633,021
|
|
Segment profit (loss)
|
|
$
|
38,401
|
|
|
|
(21,793
|
)
|
|
|
16,608
|
|
Non operating income, net
|
|
|
|
|
|
|
|
|
|
|
200
|
|
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
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Revenues from the Company’s
major product lines are summarized as follow:
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Display drivers for large-size applications
|
|
$
|
493,513
|
|
|
|
366,492
|
|
|
|
270,372
|
|
Display drivers for mobile handsets applications
|
|
|
69,081
|
|
|
|
119,623
|
|
|
|
169,248
|
|
Display drivers for consumer electronics applications
|
|
|
83,527
|
|
|
|
103,942
|
|
|
|
112,836
|
|
Others
|
|
|
46,260
|
|
|
|
52,635
|
|
|
|
80,565
|
|
|
|
$
|
692,381
|
|
|
|
642,692
|
|
|
|
633,021
|
|
The following tables summarize
information pertaining to the Company’s revenues from customers in different geographic region (based on customer’s
headquarter location):
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Taiwan
|
|
$
|
548,384
|
|
|
|
492,687
|
|
|
|
395,228
|
|
China
|
|
|
86,451
|
|
|
|
112,845
|
|
|
|
209,216
|
|
Other Asia Pacific (Korea and Japan)
|
|
|
57,414
|
|
|
|
37,121
|
|
|
|
27,738
|
|
Europe (Europe and America)
|
|
|
132
|
|
|
|
39
|
|
|
|
839
|
|
|
|
$
|
692,381
|
|
|
|
642,692
|
|
|
|
633,021
|
|
The carrying values of the Company’s
tangible long-lived assets are located in the following countries:
|
|
December 31,
|
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
Taiwan
|
|
$
|
46,336
|
|
|
|
56,185
|
|
China
|
|
|
983
|
|
|
|
822
|
|
U.S.
|
|
|
223
|
|
|
|
132
|
|
Korea
|
|
|
19
|
|
|
|
11
|
|
|
|
$
|
47,561
|
|
|
|
57,150
|
|
|
|
|
|
|
|
|
|
|
For the years ended December 31,
2009, 2010 and 2011, revenues from a significant customer, CMO/CMI and its affiliates, a related party, which representing 10%
or more of total revenue are $445,245 thousand, $335,595 thousand, and $258,156 thousand, respectively.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Accounts receivable from significant
customers, those representing 10% or more of total accounts receivable for the respective periods, is summarized as follows:
|
|
December 31,
|
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
CMI and its affiliates, a related party
|
|
$
|
95,854
|
|
|
|
79,916
|
|
SVA-NEC
|
|
|
16,727
|
|
|
|
15,186
|
|
|
|
$
|
112,581
|
|
|
|
95,102
|
|
As of December 31, 2010 and 2011,
allowance for doubtful accounts, sales returns and discounts for those accounts receivable was $16,865 thousand and $15,269 thousand,
respectively.
|
Note 22.
|
Himax Technologies, Inc. (the Parent Company only)
|
As a holding company, dividends
received from Himax Technologies, Inc.’s subsidiaries in Taiwan, if any, will be subjected to withholding tax under ROC law
as well as statutory and other legal restrictions.
The condensed separate financial
information of Himax Technologies, Inc. is presented as follows:
Condensed Balance Sheets
|
|
December 31,
|
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
375
|
|
|
|
584
|
|
Other current assets
|
|
|
356
|
|
|
|
1,146
|
|
Investment in non-marketable securities
|
|
|
1,600
|
|
|
|
1,600
|
|
Investments in subsidiaries
|
|
|
612,703
|
|
|
|
628,528
|
|
Total assets
|
|
$
|
615,034
|
|
|
|
631,858
|
|
Current liabilities
|
|
$
|
2,156
|
|
|
|
3,921
|
|
Short-term debt
|
|
|
44,000
|
|
|
|
65,200
|
|
Debt borrowing from a subsidiary
|
|
|
163,000
|
|
|
|
169,300
|
|
Total equity
|
|
|
405,878
|
|
|
|
393,437
|
|
Total liabilities and equity
|
|
$
|
615,034
|
|
|
|
631,858
|
|
|
|
|
|
|
|
|
|
|
Himax Technologies, Inc. had no
guarantees as of December 31, 2010 and 2011.
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
Condensed Statements of Income
|
|
Year ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Costs and expenses
|
|
|
(1,080
|
)
|
|
|
(1,210
|
)
|
|
|
(548
|
)
|
Operating loss
|
|
|
(1,080
|
)
|
|
|
(1,210
|
)
|
|
|
(548
|
)
|
Equity in earnings from subsidiaries
|
|
|
40,834
|
|
|
|
36,427
|
|
|
|
13,433
|
|
Other non-operating loss
|
|
|
(104
|
)
|
|
|
(2,010
|
)
|
|
|
(2,179
|
)
|
Earnings before income taxes
|
|
|
39,650
|
|
|
|
33,207
|
|
|
|
10,706
|
|
Income taxes
|
|
|
-
|
|
|
|
1
|
|
|
|
-
|
|
Net Income
|
|
$
|
39,650
|
|
|
|
33,206
|
|
|
|
10,706
|
|
Condensed Statements of Cash
Flows
|
|
Year ended December 31,
|
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
|
(in thousands)
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
39,650
|
|
|
|
33,206
|
|
|
|
10,706
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense
|
|
|
24
|
|
|
|
-
|
|
|
|
-
|
|
Equity in earnings from subsidiaries
|
|
|
(40,834
|
)
|
|
|
(36,427
|
)
|
|
|
(13,433
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current assets
|
|
|
(826
|
)
|
|
|
1,543
|
|
|
|
(790
|
)
|
Other accrued expenses and other current liabilities
|
|
|
654
|
|
|
|
(2,542
|
)
|
|
|
1,767
|
|
Net cash used in operating activities
|
|
|
(1,332
|
)
|
|
|
(4,220
|
)
|
|
|
(1,750
|
)
|
Net cash used in investing activities
|
|
|
(11,400
|
)
|
|
|
-
|
|
|
|
-
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution of cash dividends
|
|
|
(55,496
|
)
|
|
|
(44,097
|
)
|
|
|
(21,224
|
)
|
Proceeds from borrowing of short-term debt
|
|
|
80,000
|
|
|
|
204,000
|
|
|
|
271,200
|
|
Repayment of short-term debt
|
|
|
(80,000
|
)
|
|
|
(160,000
|
)
|
|
|
(250,000
|
)
|
Proceeds from issue of RSUs from a subsidiary
|
|
|
6,598
|
|
|
|
4,370
|
|
|
|
1,634
|
|
Purchase of subsidiary shares from noncontrolling interests
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,324
|
)
|
Proceeds from debt from a subsidiary
|
|
|
95,400
|
|
|
|
11,000
|
|
|
|
6,300
|
|
Acquisitions of ordinary shares for retirement
|
|
|
(36,596
|
)
|
|
|
(10,755
|
)
|
|
|
(4,627
|
)
|
Net cash provided by financing activities
|
|
|
9,906
|
|
|
|
4,518
|
|
|
|
1,959
|
|
Net increase (decrease) in cash
|
|
|
(2,826
|
)
|
|
|
298
|
|
|
|
209
|
|
Cash at beginning of year
|
|
|
2,903
|
|
|
|
77
|
|
|
|
375
|
|
Cash at end of year
|
|
$
|
77
|
|
|
|
375
|
|
|
|
584
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid during the year
|
|
$
|
3
|
|
|
|
156
|
|
|
|
353
|
|
Income taxes paid during the year
|
|
$
|
-
|
|
|
|
1
|
|
|
|
-
|
|
HIMAX TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Continued)
December 31, 2009, 2010 and 2011
|
Note 23.
|
Subsequent Event
|
From
January 1, 2012 to April 25, 2012, Himax Technologies, Inc. repurchased 4,632,752 ADSs (representing 9,265,504
ordinary shares) from the open market for total cash consideration of $6,801 thousand. Since the inception of the buyback
program, Himax Technologies, Inc. has repurchased $11.4 million or 8,399,962 ADSs (representing 16,799,924 ordinary shares or
4.7% of the issued and previously outstanding ordinary shares) in the open market at an average price of US$1.36 per ADS as
of April 25, 2012.
Himax Technologies (NASDAQ:HIMX)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Himax Technologies (NASDAQ:HIMX)
Historical Stock Chart
Von Jul 2023 bis Jul 2024