20-F 1 tm214047d1_20f.htm FORM 20-F

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 20-F

 

(Mark One)

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________

 

OR

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report ________________

 

Commission file number:     000-51847

 

HIMAX TECHNOLOGIES, INC. 

(Exact name of Registrant as specified in its charter)

 

Not Applicable 

(Translation of Registrant’s name into English)

 

CAYMAN ISLANDS 

(Jurisdiction of incorporation or organization)

 

NO. 26, ZIH LIAN ROAD 

SINSHIH DISTRICT, TAINAN CITY 74148 

TAIWAN, REPUBLIC OF CHINA 

(Address of principal executive offices)

 

Jessica Pan 

Chief Financial Officer 

Telephone: +886-6-505-0880 

E-mail: jessica_pan@himax.com.tw 

Facsimile: +886-6-507-0038 

No. 15, Zih Lian Road
Sinshih District, Tainan City 74148 

Taiwan, Republic of China 

(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:

 

Title of each class Trading Symbol Name of each exchange on which registered
Ordinary Shares, par value $0.3 per ordinary share HIMX The NASDAQ Global Select Market Inc.*

 

*       Not for trading, but only in connection with the listing on the NASDAQ Global Select Market, Inc. of American Depositary Shares representing such Ordinary Shares.

 

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. 347,534,102 Ordinary Shares.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒  Yes      ☐  No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐  Yes      ☒  No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒  Yes      ☐  No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒  Yes      ☐  No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐
     
    Emerging growth company ☐

  

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ☐ International Financial Reporting Standards as issued Other ☐
  by the International Accounting Standards Board         ☒  

  

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐  Item 17      ☐  Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐  Yes      ☒  No

 

 

 

 

TABLE OF CONTENTS

 

 

  

  Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 4
CERTAIN CONVENTIONS 4
PART I 7
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 7
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 7
ITEM 3. KEY INFORMATION 7
3.A. Selected Financial Data 7
3.B. Capitalization and Indebtedness 9
3.C. Reason for the Offer and Use of Proceeds 9
3.D. Risk Factors 9
ITEM 4. INFORMATION ON THE COMPANY 23
4.A. History and Development of the Company 23
4.B. Business Overview 24
4.C. Organizational Structure 50
4.D. Property, Plants and Equipment 52
ITEM 4A. UNRESOLVED STAFF COMMENTS 52
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 52
5.A. Operating Results 52
5.B. Liquidity and Capital Resources 63
5.C. Research and Development 64
5.D. Trend Information 64
5.E. Off-Balance Sheet Arrangements 67
5.F. Tabular Disclosure of Contractual Obligations 67
5.G. Safe Harbor 68
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 68
6.A. Directors and Senior Management 68
6.B. Compensation 70
6.C. Board Practices 71
6.D. Employees 73
6.E. Share Ownership 76
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 76
7.A. Major Shareholders 76
7.B. Related Party Transactions 77
7.C. Interests of Experts and Counsel 78
ITEM 8. FINANCIAL INFORMATION 78
8.A. Consolidated Statements and Other Financial Information 78
8.B. Significant Changes 79
ITEM 9. THE OFFER AND LISTING 79
9.A. Offer and Listing Details 79
9.B. Plan of Distribution 79
9.C. Markets 79
9.D. Selling Shareholders 80
9.E. Dilution 80
9.F. Expenses of the Issue 80
ITEM 10. ADDITIONAL INFORMATION 80
10.A. Share Capital 80
10.B. Memorandum and Articles of Association 80
10.C. Material Contracts 80
10.D. Exchange Controls 80
10.E. Taxation 81
10.F. Dividends and Paying Agents 83
10.G. Statement by Experts 84

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10.H. Documents on Display 84
10.I. Subsidiary Information 84
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 84
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 84
12.A. Debt Securities 84
12.B. Warrants and Rights 84
12.C. Other Securities 84
12.D. American Depositary Shares 85
PART II 85
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 85
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 86
ITEM 15. CONTROLS AND PROCEDURES 86
ITEM 16. [RESERVED] 88
16.A. Audit Committee Financial Expert 88
16.B. Code of Ethics 88
16.C. Principal Accountant Fees and Services 88
16.D. Exemptions from the Listing Standards for Audit Committees 88
16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 88
16.F. Change in Registrant’s Certifying Accountant 89
16.G. Corporate Governance 89
16.H. Mine Safety Disclosure 89
PART III 89
ITEM 17. FINANCIAL STATEMENTS 89
ITEM 18. FINANCIAL STATEMENTS 89
ITEM 19. EXHIBITS 90

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This annual report on Form 20-F contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Although these forward-looking statements, which may include statements regarding our future results of operations, financial condition, or business prospects, are based on our own information and information from other sources we believe to be reliable, you should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. The words “anticipate,” “believe,” “expect,” “intend,” “plan,” “estimate” and similar expressions, as they relate to us, are intended to identify a number of these forward-looking statements. Our actual results of operations, financial condition or business prospects may differ materially from those expressed or implied in these forward-looking statements for a variety of reasons, including, among other things and not limited to, our anticipated growth strategies, our and our customers’ future business developments, results of operations and financial condition, our ability to develop new products, the future growth and pricing trend of the display driver markets, the future growth of end-use applications that use flat panel displays, particularly TFT-LCD panels, development of alternative flat panel display technologies, market acceptance and competitiveness of the driver and non-driver products developed by us, our ability to protect intellectual property, changes in customer relations and preference, shortage in supply of key components, our ability to collect accounts receivable and manage inventory, changes in economic and financial market conditions, and other factors. For a discussion of these risks and other factors, please see “Item 3.D. Key Information—Risk Factors.”

 

CERTAIN CONVENTIONS

 

Unless otherwise indicated, all translations from U.S. dollars to NT dollars in this annual report were made at a rate of $1.00 to NT$28.08, the exchange rates set forth in the H.10 weekly statistical release of the Federal Reserve System of the United States (the “Federal Reserve Board”) on December 31, 2020. No representation is made that the NT dollar amounts referred to herein could have been or could be converted into U.S. dollars at any particular rate or at all. On March 19, 2021, the noon buying rate was $1.00 to NT$28.42. Unless otherwise indicated, in this annual report,

 

the terms “we”, “us”, “our company”, “our”, “the Company” and “Himax” refers to Himax Technologies, Inc., its predecessor entities and subsidiaries;

 

the term “Himax Taiwan” refers to Himax Technologies Limited, our wholly owned subsidiary in Taiwan and our predecessor;

 

“shares” or “ordinary shares” refer to our ordinary shares, par value $0.3 per share;

 

“RSUs” refers to restricted share units;

 

“ADSs” refers to our American depositary shares, each of which represents two ordinary shares;

 

“ADRs” refers to the American depositary receipts that evidence our ADSs;

 

“AR” refers to the augmented reality;

 

“ROC” or “Taiwan” refers to the island of Taiwan and other areas under the effective control of the Republic of China;

 

“PRC” or “China” for purposes of this annual report refers to the People’s Republic of China, excluding Taiwan and the special administrative regions of Hong Kong and Macau;

 

“AIoT” refers to Artificial Intelligence & Internet of Things;

 

“AMOLED” refers to active matrix organic light-emitting diode;

 

“ASIC” refers to application specific integrated circuit;

 

“a-Si” refers to amorphous silicon;

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“CMOS” refers to complementary metal oxide semiconductor;

 

“edge computing” refers to a distributed computing paradigm which brings data computation closer to the location it is needed, to reduce power consumption needed for data computation, improve response time and save bandwidth;

 

“head-mounted-display” refers to a display device, worn on the head or as part of a helmet, that has a small display optic in front of one or each;

 

“IC” refers to integrated circuit;

 

“IFRS” refers to The International Financial Reporting Standards as issued by the International Accounting Standards Board;

 

“IGZO” refers to indium gallium zinc oxide;

 

“Innolux” refers to Innolux Corporation, its predecessor and consolidated subsidiaries, unless the context otherwise requires;

 

“LCOS” refers to liquid crystal on silicon;

 

“LED” refers to light-emitting diode;

 

“LTPS” refers to low temperature poly silicon;

 

“MEMS” refers to micro-electro mechanical systems;

 

“OLED” refers to organic light-emitting diode;

 

“Structured Light” refers to a 3D infrared structure light projector, which is composed of a laser light source, a collimated lens and a diffractive optics element (DOE);

 

“SLiM” refers to Structured Light Imaging Module, which is Himax homegrown structured light-based 3D sensing total solution;

 

“TDDI” refers to touch display driver integrated circuit for advanced in cell touch display;

 

“TFT-LCD” refers to thin film transistor liquid crystal display that may adopt a-Si, IGZO or LTPS technologies;

 

“ToF” refers to a time-of-flight (ToF) 3D camera works by illuminating the scene with a modulated light source, and observing the reflected light;

 

“VGA” refers to Video Graphics Array;

 

“VR” refers to the virtual reality;

 

“wafer level optics” or “WLO” are optical products manufactured using semiconductor process on wafers;

 

“WiseEye®” refers to WiseEye intelligent vision solution is based on Emza’s unique AI-based machine-learning trainable algorithms, on top of Himax’s proprietary computer vision processor and CMOS image sensor – all equipped with ultralow power design;

 

“WiseEye WE-I Plus” refers to an AI accelerator-embedded ASIC platform solution for application developers to develop and deploy CNN-based machine learning models on AIoT applications including smart home appliances, surveillance systems, etc.;

 

“processed tape” refers to polyimide tape plated with copper foil that has a circuit formed within it, which is used in tape-automated bonding packaging;

5

 

“semiconductor manufacturing service providers” refers to third-party wafer fabrication foundries, gold bumping houses, and assembly and testing houses;

 

“large-sized panels” refers to panels that are typically above ten inches in diagonal measurement; All sizes of TV, monitor and notebook displays are identified as large.

 

“small and medium-sized panels” refers to panels that are typically around ten inches or less in diagonal measurement. All sizes of smartphone, automotive and tablet displays are identified as small and medium;

 

all references to “New Taiwan dollars”, “NT dollars” and “NT$” are to the legal currency of the ROC; and

 

all references to “dollars”, “U.S. dollars” and “$” are to the legal currency of the United States.

 

On August 10, 2009, we effected: (i) a stock split in the form of a stock dividend of 5,999 ordinary shares for each ordinary share held by shareholders of record, followed by a consolidation of every 3,000 ordinary shares into one ordinary share; (ii) a change of the par value of our ordinary shares from $0.0001 each to $0.3 each; and (iii) a change in our ADS ratio from one ADS representing one ordinary share to one ADS representing two ordinary shares. See “Item 7.A. Major Shareholders and Related Party Transactions—Major Shareholders” for more information. Unless otherwise indicated, all shares, per share and share equity data in this annual report have been retroactively adjusted to reflect the effect of the stock split and the change in par value for all periods presented.

6

 

PART I

 

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

Not applicable.

 

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not applicable.

 

ITEM 3. KEY INFORMATION

 

3.A. Selected Financial Data

 

The selected consolidated statements of profit or loss data and selected consolidated cash flow data for the years ended December 31, 2018, 2019 and 2020 and the selected consolidated statements of financial position data as of December 31, 2019 and 2020 are derived from our audited consolidated financial statements included herein, which are presented in accordance with International Financial Reporting Standards, or “IFRS”, as issued by the International Accounting Standards Board, or “IASB”. The selected consolidated statements of profit or loss data and selected consolidated cash flow data for the year ended December 31, 2017 and the selected consolidated statement of financial position data as of December 31, 2017 and 2018, set forth below, is derived from our audited consolidated financial statements not included herein. Since 2018 was the first year of our audited consolidated financial statements prepared in accordance with IFRS, pursuant to the transitional relief granted by the U.S. Securities and Exchange Commission in respect of the first-time adoption of IFRS, we have only provided financial statements and financial information for the financial years ended December 31, 2017, 2018, 2019 and 2020. Additionally, financial data as of and for the year ended December 31, 2016 derived from our consolidated financial statements prepared in accordance with U.S. GAAP has not been included below, and no audited consolidated financial statements and financial information prepared in accordance with IFRS for the year ended December 31, 2016 have been included in this annual report. Historical financial results as of and for the year ended December 31, 2017 have also been adjusted based on IFRS, which differs from the results included in our annual reports on Form 20-F for the year ended December 31, 2017. Our historical results do not necessarily indicate results expected for any future periods.

 

The selected financial data set forth below should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and the consolidated financial statements and the notes to those statements included herein.

 

   Year Ended December 31, 
    2017    2018    2019(1)   2020 
                     
    (in thousands, except per share data) 
Consolidated Statements of Profit or Loss Data:                    
Revenues   $685,167   $723,605   $671,835   $887,282 
Costs and expenses(2):                    
Cost of revenues    518,142    554,690    533,916    666,501 
Research and development    117,662    123,037    114,859    122,265 
General and administrative    20,461    21,823    23,672    23,915 
Expected credit loss    155    290    67    - 
Sales and marketing    20,388    20,380    17,628    16,675 
                     
Operating income (loss)   $8,359   $3,385   $(18,307)  $57,926 
                     
Profit (loss) for the year   $25,538   $6,026   $(16,184)  $45,160 
Profit (loss) attributable to Himax stockholders   $27,680   $8,569   $(13,614)  $47,134 

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   Year Ended December 31, 
    2017    2018    2019(1)   2020 
                     
    (in thousands, except per share data) 
Earnings (loss) per ordinary share attributable to Himax stockholders(3):                    
Basic   $0.08   $0.02   $(0.04)  $0.14 
Diluted   $0.08   $0.02   $(0.04)  $0.14 
Earnings (loss) per ADS attributable to Himax stockholders(3):                    
Basic   $0.16   $0.05   $(0.08)  $0.27 
Diluted   $0.16   $0.05   $(0.08)  $0.27 
Weighted-average number of ordinary shares used in earnings per share computation(3):                    
Basic    344,849    345,020    345,101    345,708 
Diluted    344,903    345,069    345,101    346,766 
Weighted-average number of ADS equivalent used in earnings per share computation(4):                    
Basic    172,425    172,510    172,550    172,854 
Diluted    172,452    172,534    172,550    173,383 
                     
Cash dividends declared per ordinary share(5)   $0.12   $0.05   $-   $- 
Cash dividends declared per ADS   $0.24   $0.10   $-   $- 

 

 

Note:(1)      Reflects the adoption of the new accounting standard in fiscal year 2019 related to IFRS 16 “Leases”.

 

(2)The amount of share-based compensation included in applicable costs and expenses categories is summarized as follows:

 

   Year Ended December 31, 
   2017   2018   2019   2020 
                 
   (in thousands) 
Cost of revenues   $204   $90   $9   $87 
Research and development    5,222    3,165    339    4,467 
General and administrative    723    387    50    368 
Sales and marketing    995    544    59    603 
Total   $7,144   $4,186   $457   $5,525 

 

Of the $7.1 million, $4.2 million, $0.5 million and $5.5 million in share-based compensation in 2017, 2018, 2019 and 2020, $6.1 million, $3.8 million, nil and $4.8 million were settled in cash, respectively.

 

(3)Since the Company had net loss for 2019, the unvested RSUs and employee stock options are not being considered with dilutive effect for the year.

 

(4)The number of ADS equivalent outstanding is determined by dividing the number of ordinary shares by two. The earnings (loss) per ADS is presented solely for the convenience of the reader and does not represent a measure under IFRS.

 

(5)The above cash dividends should not be considered representative of the dividends that would be paid in any future periods or our dividend policy. See “Item 8.A.8. Financial Information—Dividends and Dividend Policy” for more information on our dividends and our dividend policy.

 

   As of December 31, 
   2017   2018   2019   2020 
                 
   (in thousands) 
Consolidated Statements of Financial Position Data:                
Cash and cash equivalents   $138,023   $106,437   $101,055   $184,938 
Accounts receivable, net    188,774    189,279    164,943    243,626 

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   As of December 31, 
   2017   2018   2019   2020 
                 
   (in thousands) 
Inventories    135,200    162,561    143,774    108,707 
Total current assets    662,621    654,415    604,668    694,411 
Total assets    803,193    836,678    818,481    909,818 
Accounts payable    139,933    150,500    114,320    171,903 
Total current liabilities    343,726    391,155    380,890    352,242 
Total liabilities    349,605    394,391    387,237    424,619 
Ordinary shares    107,010    107,010    107,010    107,010 
Treasury shares    (8,878)   (8,819)   (8,764)   (6,516)
Total equity    453,588    442,287    431,244    485,199 

 

   Year Ended December 31, 
   2017   2018   2019   2020 
                 
   (in thousands) 
Consolidated Cash Flow Data:                    
Net cash provided by operating activities   $29,393   $4,009   $7,656   $102,610 
Net cash used in investing activities    (35,088)   (38,266)   (47,767)   (22,365)
Net cash provided by (used in) financing activities    (41,214)   2,801    35,261    3,261 

 

Note: More detail explanation, please see “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources.”

 

3.B. Capitalization and Indebtedness

 

Not applicable.

 

3.C. Reason for the Offer and Use of Proceeds

 

Not applicable.

 

3.D. Risk Factors

 

Risks Relating to Our Financial Condition and Business

 

Our suppliers may have increasing bargaining power as a result of industry consolidation, which could result in an increase in our average unit cost and a decrease in our profit margin.

 

There may be industry consolidation among our suppliers. Merger and acquisition activities will likely increase the size and market power of the relevant suppliers and reduce the number of suppliers we could use under a simpler supplier chain. Therefore, suppliers could be in a better position to bargain for higher prices, longer contract terms, higher deposit and/or higher contract breach penalties for their services and products, which could result in an increase in our average unit cost and/or penalty expenses. If we are unable to transfer any increase in average unit cost to our customers, our gross margin and results of operations could be adversely affected.

 

We derive the majority of our net revenues from sales to the TFT-LCD panel industry, which is highly cyclical and subject to price fluctuations. Such cyclicality and price fluctuations could negatively impact our business or results of operations.

 

In 2019 and 2020, 81.1% and 85.2% of our revenues, respectively, were attributable to display drivers that were incorporated into TFT-LCD panels. We expect to continue to substantially depend on sales to the TFT-LCD panel industry for the foreseeable future. The TFT-LCD panel industry is intensely competitive and is vulnerable to cyclical market conditions. The average selling prices of TFT-LCD panels generally decline with time as a result of, among other factors, end product that incorporating TFT LCD panel demand drop, new capacity ramp-up or factory utilization improvement, technological advancements and cost reduction with the exception of the new high end and high-resolution products.

9

 

The merger of certain of our major customers could result in an increase in their bargaining power and therefore subject us to additional downward pricing pressure. We cannot assure you that in such periods in which we experience significant downward pricing pressure, we could sufficiently reduce costs to completely offset the loss of revenues. In addition, a severe and prolonged industry downturn could also result in higher risks to the collectability of our accounts receivable, the marketability and valuation of inventories, the impairment of our long-term non-financial assets, which consist of property, plant and equipment and intangible assets, and the stability of our supply chain. As a result, the cyclicality of the TFT-LCD panel industry could adversely affect our revenues, cost of revenues and results of operations.

 

Our strategy of expanding our product offerings to non-driver products may not be successful.

 

We have devoted, and intend to continue to devote, financial and management resources to non-driver products’ development, manufacturing and marketing to further diversify our product portfolio and improve gross margin as non-driver products may have higher gross margin than our driver products. Our non-driver technologies cover LCOS microdisplay, Always-on-Sensor (“AoS”) CMOS image sensor, wafer level optics (“WLO”), 3D sensing and ultralow power smart sensing, etc.

 

For our LCOS technology, at present our main focus areas for LCOS business are AR goggle devices and head-up-displays (HUD) for automotive. AoS CMOS image sensor is a specific sensor which consumes only several micro watts to perform people detection, eye ball tracking, and other features. The new sensor architectures, readout, pixel, and the corresponding slim algorithms are integrated together to contribute the always-on feature. For smartphone 3D sensing, we aggressively work with our partners from VCSEL, sensor, module and OEM fields, jointly participate in major ongoing Android smartphone projects covering time-of-flight (ToF) for world-facing camera. On non-smartphone 3D-sensing, with our Structured Light 3D SLiM solution and 3D decoder ASIC key component, we aim at emerging market such as smart door lock, facial recognition-based e-payment, business access control and biomedical inspection device markets. For our ultralow power smart sensing solution, we focus on providing leading edge AI solutions both total solution and discrete key component to meet diversified customer and application needs. For smart sensing total solution, which integrated with our AoS sensor, WE-I edge AI processor and AI-based algorithm from Emza, Himax’s subsidiary, or other algorithm partners in ultralow power performance, where the target market is currently on notebook, TV, air conditioner, home appliance, etc. To further broaden market reach, we also joint AI ecosystem and team up with partners to provide the state-of-the-art, low entry barrier edge AI development framework and tools to developers.

 

Developing and commercializing each of our non-driver products requires a significant amount of management, engineering and monetary resources. For example, we have established certain in-house facilities for key manufacturing processes of our non-driver products including LCOS microdisplay, WLO and 3D sensing. Numerous uncertainties exist in developing new products and we cannot assure you that we will be able to develop our non-driver products successfully. We may underestimate the amount of capital, personnel and other resources required to develop and commercialize our non-driver products. We may also overestimate the market potential of the end products that are utilizing or will utilize our non-driver products. The failure or delay in the development, production or commercialization of any of our non-driver products, the occurrence of any product defects or design flaws, or the low market acceptance of or demand for either of our products or the end devices using our products may adversely affect the impairment of our long-term non-financial assets, which consist of property, plant and equipment and intangible assets, for non-driver products, our results of operations and growth prospects. The lower capacity utilization rate of our factories will negatively affect our gross margin and our results of operations. Moreover, we will be subject to higher ramp-up expenses in the early stage of mass production of our non-driver products.

 

The concentration of our revenues and accounts receivable and the extension of payment terms for certain of our customers exposes us to increased credit risk and could harm our operating results and cash flows.

 

In 2020, Customer A and its affiliates accounted for 32.6% of our revenues. Our three largest customers together accounted for over 50% of our revenues in 2020. See “Item 5.A. Operating ResultsDescription of Certain Statement of Profit or Loss Line ItemsRevenues” for our revenues description. Our results of operations and financial condition would be significantly linked to the success and purchase policy of any such customer. As of December 31, 2020, our accounts receivable from Customer A and its affiliates were $88.4 million, which represented approximately 36.3% of our accounts receivable, net. The concentration of our accounts receivable exposes us to increased credit risk. Moreover, we have at times agreed to extend the payment terms for certain of our customers. As a result, any loss of or a sharp reduction in any such customer’s sales, a default by any such customer, a prolonged delay in the payment of accounts receivable or the extension of payment terms for our customers could adversely affect our cash flow, liquidity and our operating results.

10

 

 

Our customers may experience a decline in profitability or may not be profitable at all, which could adversely affect our results of operations and financial condition.

 

TFT-LCD panel manufacturers, including our customers, experience significant pressure on prices and profit margins, due largely to growing industry capacity and fluctuations in demand for TFT-LCD panels. Some panel manufacturers have greater access to capital or greater production, research and development, intellectual property, marketing or other resources than our customers, who may not be able to compete and sustain their market positions. Besides, our customers’ business performance may fluctuate significantly due to a number of factors, many of which are beyond their control, including and not limited to: (1) consumer demand and the general economic conditions; (2) the cyclical nature of TFT-LCD industry in average selling price fluctuations, as well as its downstream industries; (3) the speed at which TFT-LCD panel manufacturers expand production capacity; (4) brand companies’ continued needs for original equipment manufacturing services provided by TFT-LCD panel manufacturers; (5) access to raw materials, components, equipment and utilities on a timely and economical basis; (6) technological changes; (7) the rescheduling and cancellation of large orders; (8) access to funding on satisfactory terms; and (9) fluctuations in the currencies of TFT-LCD panels exporting countries against the U.S. dollar.

 

We depend on sales of display drivers used in TFT-LCD panels, and the limited potential for further growth in both the market size of display drivers and the market share of our display drivers or the absence of continued market acceptance of our display drivers could limit our growth in revenues or harm our business.

 

In 2019 and 2020, 81.1% and 85.2% of our revenues, respectively, from the sale of display drivers used for large, small and medium-sized applications, and we expect to continue to derive a substantial portion of our revenues from these or related products. As the display driver industry is relatively mature, there may be limited potential for the overall display drivers market to grow and for us to further grow our market share and revenues.

 

Failure to grow our unit shipments for display drivers, coupled with a general decline in the average selling prices, could adversely and materially affect our results of operations. See also “—Risks Relating to Our Industry—The average selling prices of our products could decrease rapidly, which may negatively impact our revenues and operating results”. Therefore, the continued market acceptance of our display drivers is critical to our future success. Failure to grow or maintain our revenues generated from the sales of display drivers could adversely and materially affect our results of operations and financial condition.

 

We face risks related to public health epidemics, including the recent novel coronavirus outbreaks.

 

Our financial condition and results of operations may be adversely affected if a public health epidemic interferes with our ability, or that of our employees, suppliers, customers and other business partners to perform our and their respective responsibilities and obligations related to the conduct of our business. Since November 2019, a novel strain of coronavirus (Covid-19) has spread across the world. To date, the Covid-19 outbreak has caused significant disruption to the financial markets and international supply chains, which can substantially depress global business activities, restrict access to capital and result in a long-term economic downturn that would negatively affect our operating results.

 

As a result of the pandemic, numerous unprecedented measures are in place to try to contain the virus, such as travel restrictions, quarantines, stay-at-home and social distancing orders, and shutdowns. These measures may further impact our workforce and operations, the operations of our customers and suppliers. The ultimate impact and efficacy of measures and potential future measures is currently unknown. We have experienced and will experience disruptions to our business operations resulting from quarantines, self-isolations, or other restrictions on the ability of our employees to perform their jobs that may impact our ability to develop and design our products in a timely manner. Our suppliers, sub-contractors and customers have been and will be disrupted by quarantines and social distancing measures, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel-related restrictions. Depending on the magnitude of such effects on our suppliers’ manufacturing, assembling, and testing operations, our supply chain, manufacturing and product shipments will be delayed, which could adversely affect our business, operations and customer relationships.

 

Despite these dramatic headwinds, in year 2020, due to pandemic lockdown, the work-from-home and learn-from-home new lifestyles triggered increasing display and related display drivers demands. Our business rebounded strongly throughout the second half of 2020 with fresh demands brought by the new stay-at-home economy. Gross margin in 2020 was 24.9%, up from 20.5% in 2019. The year-over-year improvement was mainly due to strong sales in the second half and a more favorable product mix. The increase of gross margin in 2020 also reflected strong overall demands and better product pricing on rising material costs across foundry, assembly and testing, all undergoing severe capacity shortage. Not meeting all demands, we were able to allocate the limited capacity to the products with better margins. However, with a growing number of vaccinations or after the pandemic is over, the surge demand, the better pricing, the more favorable product mix as well as the better gross margin we enjoy right now may fade away or decreased progressively and could materially and adversely affect our results of operations and financial condition.

 

11

 

Extra export license may be needed for certain product or technology for certain customers. These licenses are regulated by Export Administration Regulations (EAR) which is administered by the U.S. Department of Commerce’s Bureau of Industry and Security (BIS)

 

Our business is subject to various international laws and legal requirements from the U.S. Export Administration Regulations and other’s applicable executive orders in packaging, product content, labor and import/export regulations, etc. These laws, regulations and orders are complex, may change frequently and with limited notice, have generally become more rigorous and have intensified under the current U.S. administration, especially in recent geopolitical tensions with China. We may be required to incur significant expense to comply with, or to remedy violations of, these regulations. In addition, if our customers fail to comply with these regulations or our customers are sanctioned, or added to the Entity List of EAR by BIS, we may be required to suspend sales to these customers, which could damage our reputation and materially and adversely impact our results of operations. If our foundry, tape, assembly and testing suppliers fail to comply with these regulations or our suppliers are sanctioned or added to the Entity List of EAR by BIS, we may suspend their services and have to obtain alternative services in a timely manner. Considering the amount of time, it usually takes to qualify assembly and testing houses, we may experience significant delays in product shipments. Any problems that we may encounter with the delivery, quality or cost of our products could damage our reputation and result in a loss of customers and orders. Moreover, the scarcity and importance of services may necessitate us making investments in foundry, tape, assembly and testing service providers in order to secure capacity, which would require us to substantially increase our capital outlays and possibly raise additional capital, which may not be available to us on satisfactory terms, if at all.

 

Technological innovation may reduce the number of display drivers typically required for each panel, thereby reducing the number of display drivers we are able to sell per panel. If such a reduction in demand is not offset by the general growth of the industry, our market share or average selling prices, or our revenues may decline.

 

In order to reduce costs, TFT-LCD panel manufacturers generally seek to have display drivers with higher channel counts and new panel designs to reduce the number of display drivers required for each panel. We have been developing such innovative and cost-effective display driver solutions in order to grow our market share, attract additional customers, increase our average selling prices and capture new design wins. However, we cannot assure you that we will successfully achieve these goals. If we fail to do so and the number of display drivers typically required per panel decreases thereby reducing our unit shipments, our revenues may decline. TFT-LCD panel manufacturers have developed several panel designs to reduce the usage of display drivers, including gate in panel, or GIP, amorphous silicon gate, or ASG, or simply gateless designs, which integrate the gate driver function onto the glass and eliminate the need for gate drivers, as well as dual gate and triple gate panel designs, which would largely reduce the usage of source drivers. If such designs or technologies become widely adopted, demand for our display drivers may decrease significantly, which would adversely and materially affect our results of operations.

 

The strategic relationships between certain of our competitors and their customers and the development of in-house capabilities by TFT-LCD and AMOLED panel manufacturers may limit our ability to expand our customer base and our growth prospects.

 

Certain of our competitors have established or may establish strategic or strong relationships with TFT-LCD panel manufacturers that are also our existing or potential customers. Marketing our display drivers to such TFT-LCD panel manufacturers that have established relationships with our competitors may be difficult. Moreover, several TFT-LCD panel manufacturers have in-house design capabilities and therefore may not need to source semiconductor products from us. If our customers successfully develop in-house capabilities to design and develop semiconductors that can substitute for our products, they would likely reduce or stop purchasing our products. To sell new products, we will likely need to target new market segments and new customers with whom we do not have current relationships with, which may require different strategies and may present difficulties that we have not encountered before. Failure to broaden our customer base and attract new customers may limit our growth prospects.

 

As AMOLED offer brighter color, near-perfect-black, less power consumption and thinner and lighter than TFT-LCD, it gradually penetrates mid to high-end TFT-LCD market, especially the smartphone market. AMOLED display and related DDICs have been dominated by Korean companies. The marketplace is increasing utilization of the OLED display for smartphone and other consumer electronics due to expanded AMOLED capacity as well as increased demand for under-display fingerprint technology that is only available in the AMOLED display for the time being. We are encouraged by the progress we have made, and our development which started from smartphone, and subsequently extended to wearable, tablet and automotive with Chinese panel makers. We believe AMOLED driver ICs will soon become one of the major growth engines for our small and medium display driver IC business. However, we could not assure you the success of our AMOLED driver IC as we are unable to penetrate into the mass volume existing Korean supplier chain and/or find new AMOLED panel manufactures to design-wins our solutions into. AMOLED process maturity for the new manufactures and the possible specification change due to the immaturity of the AMOLED will also be a hurdle to our AMOLED share gain and success.

12

 

We depend primarily on third-party foundries to manufacture our wafers, and any failure to obtain sufficient foundry capacity or loss of any of the foundries we use could significantly delay our ability to ship our products, causing us to lose revenues and damage our customer relationships.

 

Access to foundry capacity is crucial to our business because we do not manufacture our own wafers, instead relying primarily on third-party foundries. The ability of a foundry to manufacture our semiconductor products is limited by its available capacity. Access to capacity is especially important due to the limited availability of the high-voltage CMOS process technology required for the manufacture of wafers used in display drivers. If the primary third-party foundries that we rely upon are not able to meet our required capacity, or if our business relationships with these foundries are adversely affected, we would not be able to obtain the required capacity to meet increasing demand for our products. We may have to seek alternative foundries, which may not be available on commercially reasonable terms, or which may expose us to qualifying-new-foundry risks, as further discussed below.

 

We use several foundries for different semiconductor products, and certain of our products are manufactured at only one of these foundries. If any one of the foundries is unable to provide the required capacity to us, or does not deliver in a timely manner, or the quality or pricing terms are not acceptable to us, or any of the foundries experience financial difficulties or insolvency risks due to the impact of the global economic turmoil or any company-specific reasons or otherwise, if their operations are damaged or if there is any other disruption, directly or indirectly, of their foundry operations and we may not be able to qualify an alternative foundry in a timely manner, we could experience significant delays in receiving the product being manufactured by that foundry or incur additional costs to obtain substitutes, or interruption in our supply of the affected products. If we choose to use a new foundry or process technology for a particular semiconductor product, it will take us several quarters to qualify the new foundry or process before we can begin shipping. If we cannot qualify a new foundry in a timely manner, we may experience and incur damages as above mentioned and harm our customer relationships.

 

As a result of outsourcing the manufacturing of our wafers, we face several significant risks, including: (1) failure to secure manufacturing capacity, or being able to obtain required capacity only at higher costs; (2) risks of our proprietary information leaking to our competitors through the foundries we use; (3) limited control of delivery schedules, quality assurance and control, manufacturing yields and wafer costs; (4) the unavailability of, or potential delays in obtaining access to, key process technologies; and (5) financial risks of certain of our foundry suppliers.

 

To manufacture our display drivers used in TFT-LCD panels, we require foundries with high-voltage CMOS manufacturing process capacity. As a result, our dependence on high-voltage CMOS foundries presents the following, additional risks: (1) potential capacity constraints faced by the limited number of high-voltage CMOS foundries and the lack of investment in new and existing high-voltage CMOS foundries; (2) difficulty in attaining consistently high manufacturing yields from high-voltage CMOS foundries; (3) delay and time required to qualify and ramp up production at new high-voltage CMOS foundries; and (4) price increases.

 

As a result, we may be required to use foundries with which we have no established relationships, which could expose us to potentially unfavorable pricing, unsatisfactory quality or insufficient capacity allocation. Moreover, the scarcity of high-voltage foundry capacity may necessitate us making investments in foundries in order to secure capacity, which would require us to substantially increase our capital outlays and possibly raise additional capital, which may not be available to us on satisfactory terms, if at all.

 

Moreover, in year 2020, due to pandemic lockdown, the work-from-home and learn-from-home new lifestyles triggered increasing demands for display and display drivers related products. The surging demand in display drivers caused the severe foundry capacity shortage as a result, while the industry has no major expansion plan for such capacity. On the other hand, major volume applications such as display drivers for TDDI and AMOLED, PMIC for 5G smartphone, and CIS which is continuously upgrading in resolution, are significantly expanding in wafer consumption and competing for the same pool of mature nodes the display drivers adopted. The 8-inch or 180/150nm/110nm process, or the previous driver IC process, as well as the 12-inch or 110/80/55 nm process are all in short capacity supply and constantly increasing in cost. At the meantime, capacity shortage also occurred due to persisting demand and high wafer consumption in 22nm/28nm/40nm or the previous nodes of logic process where Himax Tcon and logic products adopted. This change in production capacity may add risk to our operations throughout the next few years as new product development is forced to switch to the 55 nm, 40 nm, 28 nm or even advanced process which increase new product development expense. 

 

13

 

Our inability to secure sufficient capacity from any of our third-party tape, assembly and testing houses at reasonable and competitive prices could disrupt our shipments, harm our customer relationships and reduce our sales.

 

Access to third-party tape, assembly and testing capacity is critical to our business because we do not have in-house tape, assembly and testing capabilities for commercial production and instead rely on third-party service providers. Access to these services is especially important to our business because display drivers require specialized tape, assembly and testing services. A limited number of third-party tape, assembly and testing houses tape, assemble and test substantially all of our current products. There has been an increased level of industry consolidation among our suppliers in recent years. Therefore, suppliers could be in a better position to bargain for higher prices, longer contract terms, higher deposit and/or higher contract breach penalties for their services and products, which could result in an increase in our average unit cost and/or penalty expenses. We do not have binding long-term supply arrangements with tape, assembly and testing service providers that guarantee us access to our required capacity. If the primary tape, assembly and testing service providers that we rely upon are not able to meet our requirements in price, quality, and service, or if our business relationships with these service providers were adversely affected, we would not be able to obtain the required capacity and would have to seek alternative providers, which may not be available on commercially reasonable terms, or at all. As a result, we do not directly control our product delivery schedules, tape, assembly and testing costs, and quality assurance and control. If any of these third-party tape, assembly and testing houses experiences capacity constraints, financial difficulties, suffers any damage to its facilities or if there is any disruption of its assembly and testing capacity, we may not be able to obtain alternative assembly and testing services in a timely manner. Because of the amount of time we usually take to qualify assembly and testing houses, we may experience significant delays in product shipments if we are required to find alternative sources. Any problems that we may encounter with the delivery, quality or cost of our products could damage our reputation and result in a loss of customers and orders. Moreover, the scarcity and importance of tape, assembly and testing services may necessitate us making investments in tape, assembly and testing service providers in order to secure capacity, which would require us to substantially increase our capital outlays and possibly raise additional capital, which may not be available to us on satisfactory terms, if at all.

 

Shortages of key components for our customers’ products could decrease demand for our products.

 

Shortages of components and other materials that are critical to the design and manufacture of our customers’ products may limit our sales. These components and other materials include, but are not limited to, color filters, backlight modules, polarizers, printed circuit boards and glass substrates. In the past, companies that use our products in their production have experienced delays in the availability of key components from other suppliers. In addition, component manufacturers may not be able to increase or maintain their component supply because of labor shortage in China or otherwise and may shut down certain of their capacity from time to time because of weak demand, which may increase the instability of timely delivery and the risk of shortage of components. Such shortages of components and other materials critical to the design and manufacture of our customers’ products may cause a slowdown in demand for our products, resulting in a decrease in our sales and adversely affecting our results of operations. In addition, as a result of uncertain demand conditions, our customers may hesitate to build inventory on hand and tend to release orders on short notice.

 

We rely on the services of our key personnel, and if we are unable to retain our current key personnel and hire additional personnel, our ability to design, develop and successfully market our products could be harmed.

 

We rely upon the continued service and performance of a relatively small number of key personnel, including Jordan Wu, our president and chief executive officer, and Dr. Biing-Seng Wu, our chairman, certain engineering, technical and senior management personnel, in particular, who are critical to our corporate management, business operation strategy, operation execution, future technological and product innovations. Competition for these personnel is intense in semiconductor industry in Taiwan. Moreover, our future success depends on the expansion of our senior management team and the retention of key employees. Any of our key employees could leave our company with little or no prior notice and could then work with a competitor. In addition, we do not have “key person” life insurance policies covering any of our employees. The loss of any key personnel or our inability to attract or retain qualified personnel, whether engineers or others, could delay the development and introduction of new products and would have an adverse effect on our ability to sell our products and may impact our overall business and growth. We may also incur increased operating expenses and be required to divert the attention of other senior executives away from their original duties to recruiting replacements for key personnel.

14

 

If we fail to forecast customer demand accurately, we may have excess or insufficient inventory, which may increase our operating costs and harm our business.

 

The lead time required by the semiconductor manufacturing service providers is typically longer than the lead time that our customers provide for delivery of our products to them. To ensure availability of our products for our customers, we will typically ask our semiconductor manufacturing service providers to start manufacturing our products based on forecasts provided by our customers in advance of receiving their purchase orders. However, these forecasts are not binding purchase commitments, and we do not recognize revenues until they are delivered to customers. Moreover, for the convenience of our customers, we may agree to ship our inventory to warehouses located near our customers, so that our products can be delivered to customers more quickly. In such cases, we will not recognize revenues until the control over a product to our customers based on the shipping terms. Hence, we incur inventory and manufacturing costs in advance of anticipated revenues.

 

The anticipated demand for our products may not materialize; therefore, manufacturing based on customer forecasts exposes us to risks of high inventory carrying costs, increased product obsolescence, and erosion of the products’ market value. If we overestimate demand for our products or if purchase orders are cancelled or shipments delayed, we may incur excess inventory that we cannot sell, or may have to sell at low profit margins or even at a loss, which would harm our financial results. Conversely, if we underestimate demand, we may not have sufficient inventory and may lose market share and damage customer relationships, which also could harm our business. These inventory risks are exacerbated by the high level of customization of our products, which limits our ability to sell excess inventory to other customers, which could eventually lead to write-down of these excess inventory.

 

If we do not achieve additional design wins in the future, our ability to grow will be limited.

 

Our future success depends on our customers designing our products into their products. To achieve design wins, we must design and deliver cost-effective, innovative, reliable and integrated products for our customers’ needs. Panel manufacturer may be reluctant to change its source of components due to the significant costs and time associated with qualifying a new supplier. A design win is not a binding commitment by a customer to purchase our products and may not result in large volume orders of our products. Rather, it is a decision by a customer to use our products in the design process of that customer’s products. Accordingly, our failure to successfully design, develop and introduce new products and product enhancements could harm our business, financial condition and results of operations.

 

Our products are complex and may require modifications to resolve undetected errors or failures in order for them to function with panels at the desired specifications, which could lead to higher costs, customer dispute, a loss of customers or a delay in market acceptance of our products.

 

Our products are highly complex and may contain undetected errors or failures. Our products must operate according to specifications with the other components used by our customers in their product manufacturing process. If our products are delivered with errors or defects, we could incur additional development, repair or replacement costs, and our credibility and the market acceptance of our products could be harmed and may along with possible liability indemnification for defective, customer dispute and lawsuits against us or our customers.

 

Our highly integrated products are difficult to manufacture without defects. The existence of defects in our products could increase our costs, decrease our sales and damage our customer relationships and our reputation.

 

The manufacture of our products that incorporate mixed analog and digital signal processing and embedded memory technology is complex and it is difficult for semiconductor foundries to manufacture completely without defects. Minor deviations in the manufacturing process could cause substantial reduction in yield and quality.

 

Defective products can be caused by design, defective materials or component parts, or manufacturing difficulties. Thus, quality problems can be identified only by analyzing and testing our display drivers in a system after they have been manufactured. Difficulties in achieving defect-free products due to the increasing complexity of display drivers and the panel system may result in an increase in our costs and expenses, and delays in the availability of our products. In addition, if the foundries that we use fail to deliver products of satisfactory quality in the volume and at the price required, we will be unable to meet our customers’ demand or to sell those products at an acceptable profit margin, which could adversely affect our sales and margins and damage our customer relationships and our reputation.

15

 

We may not have long-term purchase commitments from our customers, which may result in significant uncertainty and volatility with respect to our revenues and could materially and adversely affect our results of operations and financial condition.

 

We may not have long-term purchase commitments from our customers; our sales are made on the basis of individual purchase orders. Our customers may also cancel or defer purchase orders. Our customers’ purchase orders may vary significantly from period to period, and it is difficult to forecast future order quantities. In the event of a cancellation, postponement, or reduction of an order, we would likely not be able to reduce operating expenses sufficiently so as to minimize the impact of the lost revenues. Alternatively, we may have excess inventory that we cannot sell, which would harm our operating results. In addition, changes in our customers’ business may adversely affect the quantity of purchase orders that we receive by reducing or canceling their orders of our products, and/or requesting higher-than-usual price concessions. We cannot assure you that any of our customers will continue to place orders with us in the future. We also cannot assure you that the volume of our customers’ orders will be consistent with our expectations when we plan our expenditures. Our results of operations and financial condition may thus be materially and adversely affected. Additionally, the purchase order cancelations or negative alternation by customer may lead to reduction in future earnings or cash flows subject to each event.

 

Our corporate actions are substantially controlled by officers, directors and affiliated entities who may take actions that are not in, or may conflict with, our or our public shareholders’ interests.

 

As of February 28, 2021, Jordan Wu and Dr. Biing-Seng Wu (who are brothers) beneficially owned approximately 2.1% and 21.4% of our ordinary shares, respectively. For information relating to the beneficial ownership of our ordinary shares, see “Item 7.A. Major Shareholders and Related Party Transactions—Major Shareholders.” These shareholders, acting together, could exert substantial influence over matters requiring approval by our shareholders, including electing directors and approving mergers or other business combination transactions. This concentration of ownership may also discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our ADSs. Actions may be taken even if they were opposed by our other shareholders.

 

Assertions against us by third parties for infringement of their intellectual property rights could result in significant costs and cause our operating results to suffer.

 

The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights and positions, which results in protracted and expensive litigation for many companies. We have received, and expect to continue to receive, notices of infringement of third-party intellectual property rights. We may receive claims from various industry participants alleging infringement of their patents, trade secrets or other intellectual property rights in the future. Any lawsuit resulting from such allegations could subject us to significant liability for damages and invalidate our proprietary rights. These lawsuits, regardless of their success, would likely be time-consuming and expensive to resolve and would divert management time and attention. Any potential intellectual property litigation also could force us to do one or more of the following: (1) stop selling products or using technology or manufacturing processes that contain the allegedly infringing intellectual property; (2) pay damages to the party claiming infringement; (3) attempt to obtain a license for the relevant intellectual property, which may not be available on commercially reasonable terms or at all; and (4) attempt to redesign those products that contain the allegedly infringing intellectual property with non-infringing intellectual property, which may not be possible.

 

The outcome of a dispute may result in our need to develop non-infringing technology or enter into royalty or licensing agreements. We have agreed to indemnify certain customers for certain claims of infringement arising out of the sale of our products. Any intellectual property litigation could have a material adverse effect on our business, operating results or financial condition.

 

Our ability to compete will be harmed if we are unable to protect our intellectual property rights adequately.

 

We believe that the protection of our intellectual property rights is, and will continue to be, important to the success of our business. We rely primarily on a combination of patents, trademarks, trade secrets and copyright laws and contractual restrictions to protect our intellectual properties. These afford only limited protection. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to obtain, copy or use information that we regard as proprietary, such as product design and manufacturing process expertise. Our pending patent applications and any future applications may not result in issued patents or may not be sufficiently broad to protect our proprietary technologies. Moreover, policing any unauthorized use of our products is difficult and costly, and we cannot be certain that the measures which we have implemented will prevent misappropriation or unauthorized use of our technologies, particularly in foreign jurisdictions where the laws may not protect our proprietary rights as fully as the laws of the United States. Others may independently develop substantially equivalent intellectual properties or otherwise gain access to our trade secrets or intellectual properties. Our failure to protect our intellectual properties effectively could harm our business.

16

 

We may undertake acquisitions or investments to expand our business that may pose risks to our business and dilute the ownership of our existing shareholders, and we may not realize the anticipated benefits of these acquisitions or investments.

 

As part of our growth and product diversification strategy, we will continue to evaluate opportunities to acquire or invest in other businesses, intellectual property or technologies that would complement our current offerings, expand the breadth of markets we can address or enhance our technical capabilities. Acquisitions or investments that we have completed or potentially may make in the future entail a number of risks that could materially and adversely affect our business, operating and financial results, including: (1) problems integrating the acquired key employees, operations, technologies or products into our existing business and products; (2) diversion of management’s time and attention from our core business; (3) adverse effects of losses of the acquired target upon our financial condition and results of operations; (4) adverse effects on existing business relationships with customers; (5) the need for financial resources above our planned investment levels; (6) dilution of share ownership of current shareholders under share swap transactions; (7) risks associated with entering markets in which we lack experience; (8) potential write-offs of acquired assets; and (9) potential impairment charges related to the goodwill acquired.

 

We may also face challenges in international acquisitions, such as compliance with local law and regulation, limited access to target company and cultural assimilation challenges. Our failure to address these risks successfully may have a material adverse effect on our financial condition and results of operations. Any such acquisition or investment may require a significant amount of capital investment, which would decrease the amount of cash available for working capital or capital expenditures. In addition, if we use our equity securities to pay for acquisitions, the value of our ADSs and the underlying ordinary shares may be diluted. If we borrow funds to finance acquisitions, such debt instruments may contain restrictive covenants that can, among other things, restrict us from distributing dividends.

 

System security risks, data protection breaches or unexpected system outage or failures could impact our business.

 

Our computer systems and networks are vulnerable to damage or interruption from earthquakes, fires, power loss, telecommunications failures, cyber-attacks, computer viruses or other malicious attempts. The reliability and safety of our information technology infrastructure / software, and the ability to continually expand and update technologies / software in response to dynamic changing needs and cybersecurity threats, are critical to our business. In recent years, there are increasing and evolving risks to cybersecurity and privacy, including criminal hackers, state-sponsored intrusions, industrial espionage, employee malfeasance and human / technological errors. All above could result in the loss of our intellectual property, the leak of commercially sensitive information, and the misappropriation of confidential information of our employees, customers and suppliers, and therefore could cause the interruption of our business. Failures to protect the privacy of employees, customers or suppliers’ confidential data against breaches of network security could result in the loss of existing or potential customers, other financial loss, and damage to our reputation. In addition, the operational cost and consequences against breaches and remedial measures could be significant. While we seek to annually review and assess our cybersecurity policies and procedures to ensure the adequacy and effectiveness, we still cannot guarantee that we will not be susceptible to new and emerging risks and attacks in the evolving landscape of cybersecurity threats. As of February 28, 2021, we had not been aware of any material cyberattacks or incidents that had or would expected to have a materially adverse effect on our business and operations, nor had we been involved in any legal proceedings or regulatory investigations related thereof.

 

Our data centers are subject to the risk of break-ins and sabotage. Our disaster recovery plan cannot account for all eventualities. Consequently, the occurrence of a natural disaster or other unanticipated problems at our data centers could result in loss of production capabilities and lengthy interruptions in our services and business. Some of our system services are based on public cloud services, which are also subject to interruption due to cloud service providers’ unexpected downtimes, cyberattacks or any type of failure, telecommunication failure and/or other unidentified problems while connecting to cloud. These cloud services interruptions could result in loss of production capabilities and lengthy interruptions in our services and business. Cloud cybersecurity breach could result in adverse effect on our customers, employees, suppliers, reputation, and business.

17

 

Risks Relating to Our Industry

 

The average selling prices of our products could decrease rapidly, which may negatively impact our revenues and operating results.

 

The price of each semiconductor product typically declines over its product life cycle, reflecting product obsolescence, decreased demand as customers shift to more advanced products, decreased unit costs due to advanced designs or improved manufacturing yields, and increased competition as more semiconductor suppliers are able to offer similar products. We may experience substantial period-to-period fluctuations in future operating results if our average selling prices decline. We may reduce the average unit price of our products in response to competitive pricing pressures, new product introductions by us or our competitors, and other factors. We expect that these factors will create downward pressure on our average selling prices and operating results. If we are unable to offset any reductions in our average selling prices by increasing our sales volumes and corresponding production cost reductions, or if we fail to develop and introduce new products and enhancements on a timely basis, our revenues and operating results will suffer.

 

The semiconductor industry, in particular semiconductors used in flat panel displays, is highly competitive, and we cannot assure that we will be able to compete successfully against our competitors.

 

Increased competition in semiconductor industry may result in pricing pressure, reduced profitability and loss of market share, any of which could seriously harm our revenues and results of operations. We continually face intense competition from fabless display driver companies and integrated device manufacturers. Some of our competitors have substantially greater financial and other resources to pursue engineering, manufacturing, marketing and distribution of their products. As a result, they may be able to respond more quickly to changing customer demands or devote greater resources to the development, promotion and sales of their products. Some of our competitors are affiliated with, or are subsidiaries of, our panel manufacturer customers. These relationships may also give our competitors significant advantages such as early access to product roadmaps and design-in priorities, which would allow them to respond more quickly to changing customer demands and achieve more design-wins than we can. We cannot assure you that we will be able to increase or maintain our revenues and market share or compete successfully against our competitors in the semiconductor industry.

 

Our business could be materially and adversely affected if we fail to anticipate changes in evolving industry standards, fail to achieve and maintain technological leadership in our industry or fail to develop and introduce new and enhanced products.

 

Our products are generally based on industry standards, which are continually evolving. The emergence of new industry standards could render our products or those of our customers unmarketable or obsolete and may require us to incur substantial unanticipated costs to comply with any such new standards. Our past sales and profitability have resulted, to a significant extent, from our ability to anticipate changes in technology and industry standards, and to develop and introduce new and enhanced products in a timely fashion. If we do not anticipate these changes in technologies and rapidly develop and introduce new and innovative technologies, we may not be able to provide advanced display semiconductors on competitive terms, and some of our customers may buy products from our competitors instead of from us. Our continued ability to adapt to such changes and anticipate future standards will be a significant factor in maintaining or improving our competitive position and our growth prospects. We cannot assure you that we will be able to anticipate evolving industry standards, successfully complete the design of our new products, have these products manufactured at acceptable manufacturing yields, or obtain significant purchase orders for these products to meet new standards or technologies. If we fail to anticipate changes in technology and to introduce new products that achieve market acceptance, our business and results of operations could be materially and adversely affected.

 

Risks Relating to Our Holding Company Structure

 

Our ability to receive dividends and other payments or funds from our subsidiaries may be restricted by commercial, statutory and legal restrictions, and thereby materially and adversely affect our ability to grow, fund investments, make acquisitions, pay dividends and otherwise fund and conduct our business.

 

We are a holding company and our assets consist mainly of our 100% ownership interest in Himax Taiwan. We receive cash from Himax Taiwan through intercompany borrowings. Himax Taiwan has not paid us cash dividends in the past. Nonetheless, dividends and interest on shareholder loans that we receive from our subsidiaries in Taiwan, if any, will be subject to withholding tax under ROC law. The ability of our subsidiaries to provide us with loans, pay dividends, repay any shareholder loans from us or make other distributions to us is restricted by, among other things, the availability of funds, the terms of various credit arrangements entered into by our subsidiaries, as well as statutory and other legal restrictions. Any limitation on dividend payments by our subsidiaries could materially and adversely affect our ability to grow, finance capital expenditures, make acquisitions, pay dividends, and otherwise fund and conduct our business.

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Political, Geographical and Economic Risks

 

We operate primarily in Taiwan that are vulnerable to natural disasters.

 

Most of our operations, and the operations of many of our semiconductor manufacturing service providers, suppliers and customers are located in Taiwan, which is vulnerable to natural disasters, in particular, earthquakes and typhoons. Our principal foundries, tape and assembly and testing houses upon which we have relied to manufacture substantially all of our display drivers are located in Taiwan. As a result of this geographic concentration, disruption of operations at our facilities or the facilities of our semiconductor manufacturing service providers and suppliers for any reason, including work stoppages, power outages, water supply shortages, fire, typhoons, earthquakes or other natural disasters, could cause delays in production and shipments of our products. In addition, shortages or interruptions in electricity supply could further be exacerbated by changes in the energy policy of the government, such as to make Taiwan a nuclear-free country. Any delays or disruptions could result in our customers seeking to source products from our competitors. If such disruption of operation at our customers’ facilities and our customers may be required to shut down temporarily or to substantially reduce the operations of their fabs, these would seriously affect demand for our products.

 

Disruptions in Taiwan’s political environment could negatively affect our business and ADSs market price.

 

Our principal executive offices and a substantial amount of our assets are located in Taiwan, and a substantial portion of revenues is derived from operations in Taiwan. Our business, financial condition and results of operations and our ADSs market price may be affected by changes in ROC policies, taxation, inflation or interest rates, and by social instability and diplomatic that are outside of our control.

 

Taiwan has a unique international political status. Since 1949, Taiwan and the PRC have been separately governed. The government of the PRC claims that it is the sole government in China and that Taiwan is part of China. Although significant economic and cultural relations have been established during recent years between Taiwan and the PRC, the PRC government has refused to renounce the possibility that it may at some point use force to gain control over Taiwan. Furthermore, the PRC government adopted an anti-secession law relating to Taiwan. Relations between the ROC and the PRC governments have been strained in recent years for a variety of reasons, including the PRC government’s position on the “One China” policy and tensions concerning arms sales to Taiwan by the United States government. Any tension between the ROC and the PRC, or between the United States and the PRC, could materially and adversely affect our ADSs market prices.

 

A substantial portion of our sales are made to customers in the PRC, which may expose us to additional political, regulatory, and economic risks.

 

We have been increasingly selling our products to customers in the PRC. In 2019 and 2020, approximately 70.3% and 79.7% of our revenues, respectively, were from customers headquartered in the PRC. We expect to continue to increase our sales to customers in the PRC in the future. With regional customer concentration, we are particularly subject to economic and political events and other developments that affect our customers in the PRC.

 

The PRC economy differs from the economies of most developed countries in many respects, including the structure, level of government involvement, level of development, foreign exchange control and allocation of resources. The PRC economy has been transitioning from a planned economy to a more market-oriented economy and is growing rapidly. For the past two decades, the PRC government has implemented economic reform measures emphasizing utilization of market forces in the development of the economy and also adjusted its macroeconomic control policies from time to time. These policies have led and may continue to lead to changes in market conditions. Besides, US sanction on China, any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government takes retaliatory trade actions due to recent U.S.-China trade tensions, such changes could have an adverse effect on our customers or suppliers in China. We cannot predict whether changes in the PRC’s political, economic and social conditions, laws, regulations and policies will have any adverse effect on our customers in the PRC. In addition, the interpretation of PRC laws and regulations involves uncertainties. We cannot assure you that changes in such laws and regulations, or in their interpretation and enforcement, will not have a material adverse effect on the businesses and operations of our customers in the PRC and consequently have a material adverse effect on our business and operations.

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Fluctuations in exchange rates could result in foreign exchange losses and affect our results of operations.

 

Our functional and reporting currency is U.S. dollars. In 2020, more than 99% of our revenues and cost of revenues were denominated in U.S. dollars. However, we have foreign currency exposure and are primarily affected by fluctuations in exchange rates between the U.S. dollar and the NT dollar. This is because a majority portion of our employees and facilities are based in Taiwan and operating expenses are denominated in NT dollars and we maintain a portion of our cash in NT dollars for Taiwan working capital purposes. For example, in December 2020, approximately 76% of our operating expenses were denominated in NT dollars, with a small percentage denominated in Japanese Yen, Korean Won, Israel new shekel and Chinese Renminbi, and the majority of the remainder in U.S. dollars. As a result, any significant fluctuations to our disadvantage in exchange rate of U.S. dollars against such currencies, in particular a weakening of U.S. dollar against NT dollar, would have an adverse impact on our operating expenses as expressed in U.S. dollar and adversely affected operating profit.

 

Changes in ROC tax laws would likely increase our tax expenditures and decrease our net income.

 

The Statute for Industrial Innovation entitles companies to tax credits for qualifying research and development expenses related to innovation activities but limits the amount of tax credit to only up to 15% of the total qualifying 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 tax credits provided under the Statute for Industrial Innovation may not be carried forward. Based on the amendments to the above, effective from January 1, 2016 to December 31, 2019, further extended to December 31, 2029, if companies choose to extend the tax credits to three years, the tax credit rate will be 10% of the total qualifying research and development expenditure for the current year and subject to a cap of 30% of the income tax payable for each year.

 

According to the amendments to the “Income Tax Act” enacted by the office of the President of the ROC on February 7, 2018, an increase in the statutory income tax rate from 17% to 20% and decrease in the undistributed earning tax from 10% to 5% are effective from January 1, 2018. This increase affected the Company’s current tax expense from 2018, and deferred taxes were remeasured in 2018, the period of enactment.

 

On July 12, 2016, the ROC Legislative Yuan passed the third reading of anti-avoidance to establish Article 43-3 Controlled Foreign Company (“CFC”) rules and Article 43-4 Place of Effective Management (“PEM”) rules of the Income Tax Act (“ITA”). Detailed introduction of the CFC and PEM rules are described as follows:

 

(i)A profit-seeking enterprise (“PSE”) that directly or indirectly owns affiliated enterprises in low-tax jurisdictions outside the territory of the ROC shall recognize and include its pro rata share of affiliated enterprises’ annual profits as investment income in its income tax return for the year. Subsequent actual dividends and distributions from such affiliated enterprises that were previously recognized as investment income will then not be subject to income taxation; any surplus to previously recognized investment income shall be included as taxable income in the allocated year. Low-tax jurisdictions are defined as countries where the PSE income tax rate is lower than 70% of the income tax rate of the PSE in the ROC (the statutory income tax rate is 20% from January 1, 2018) (Article 43-3 CFC rules); and

 

(ii)A PSE is incorporated based on foreign legislation but its place of effective management (PEM) is maintained within the territory of the ROC, and the head office of such PSE will be determined to be within the territory of the ROC and profit-seeking enterprise income tax shall be levied in accordance with the ITA and relevant tax regulations. The aforementioned PEM refers to a place where substantive key management and commercial decisions of an entity’s business and its operations are made (Article 43-4 PEM rule).

 

According to the legislative intent, the CFC and PEM rules, in principle, will not be put into force immediately, but will wait until the China-Taiwan Cross-Strait Tax Agreement is effectuated, the OECD’s Common Reporting and Due Diligence Standard (“CRS”) for the automatic exchange of information of financial accounts is widely implemented internationally, and the relevant bylaws of the CFC and PEM rules have been adequately enacted and properly advocated. The date of implementation will be determined by the Executive Yuan. Additionally, dividend payments made by us are not subject to withholding tax in the Cayman Islands. However, if the relevant bylaws of the PEM rules have been adequately enacted and properly advocated, we may be determined to be within the territory of the ROC and our income tax shall be levied in accordance with the Income Tax Act and relevant tax regulations. Therefore, dividend payments made by us would be subject to withholding tax in the ROC.

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We may be affected by the Cayman Economic Substance Law

 

Pursuant to the International Tax Co-operation (Economic Substance) Act (2021 Revision) (as amended) of the Cayman Islands (the “ES Act”), a “relevant entity” is required to satisfy the economic substance test set out in the ES Act. A “relevant entity” includes an exempted company incorporated in the Cayman Islands as is our company. Based on the current interpretation of the ES Act, we believe that our company, Himax Technologies, Inc., is a pure equity holding company since it only holds equity participation in other entities and only earns dividends and capital gains.

 

Accordingly, for so long as our company is a “pure equity holding company”, it is only subject to the minimum substance requirements, which require us to (i) comply with all applicable filing requirements under the Companies Act (2021 Revision) of the Cayman Islands; and (ii) has adequate human resources and adequate premises in the Cayman Islands for holding and managing equity participations in other entities. However, there can be no assurance that we will not be subject to more requirements under the ES Act. Uncertainties over the interpretation and implementation of the ES Act may have an adverse impact on our business and operations.

 

Risks Relating to Our ADSs and Our Trading Market

 

The market price for our ADSs is volatile.

 

The market price for our ADSs is volatile and has ranged from a low of $1.73 to a high of $8.3 on the NASDAQ Global Select Market in 2020.

 

The market price is subject to wide fluctuations in response to various factors, including the following: (1) actual or anticipated fluctuations in our quarterly operating results; (2) changes in financial estimates by securities research analysts; (3) changes in the expectation of our product launch timing, forecast and estimates; (4) conditions in the TFT-LCD panel market; (5) changes in the economic performance or market valuations of other display semiconductor companies; (6) announcements by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital commitments; (7) the addition or departure of key personnel; (8) fluctuations in exchange rates between the U.S. dollar and the NT dollar; (9) litigation related to our intellectual property; and (10) the release of lock-up or other transfer restrictions on our outstanding ADSs or sales of additional ADSs.

 

In addition, as a result of the worldwide financial crisis, global stock markets have experienced extreme price and volume fluctuations. This volatility has had a significant effect on the market prices of securities issued by many companies for reasons which may not be directly related to their operating performance, including but not limited to events such as tax-loss selling, mutual fund redemptions, hedge fund redemptions and margin calls. These market fluctuations may also materially and adversely affect the market price of our ADSs.

 

Future sales or perceived sales of securities by us, our executive officers, directors or major shareholders may hurt the price of our ADSs.

 

The market price of our ADSs could decline as a result of sales of ADSs or shares or the perception that these sales could occur. As of February 28, 2021, we had 348,178,330 outstanding shares and a significant number of our shares were beneficially owned by certain major shareholders such as our directors and executive officers. See “Item 7.A. Major Shareholders and Related Party Transactions—Major Shareholders.” If we, our executive officers, or directors or our shareholders sell ADSs or shares, the market price for our shares or ADSs could decline.

 

You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials sufficiently in advance to be able to exercise your right to vote.

 

Except as described in the deposit agreement, holders of our ADSs will not be able to exercise voting rights attaching to the shares evidenced by our ADSs on an individual basis. Holders of our ADSs will appoint the depositary or its nominee as their representative to exercise the voting rights attaching to the shares represented by the ADSs. In certain circumstances, the depositary shall refrain from voting and any voting instructions received from ADS holders shall lapse. Furthermore, in certain other circumstances, the depositary will give us a discretionary proxy to vote shares evidenced by ADSs. You may not receive voting materials sufficiently in advance to instruct the depositary to vote or persons who hold their ADSs through brokers, dealers or other third parties will not have the opportunity to exercise a right to vote.

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You may not be able to participate in rights offerings and may experience dilution of your holdings as a result.

 

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. Under the deposit agreement for the ADSs, the depositary will not offer those rights to ADS holders unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act, or exempt from registration under the Securities Act with respect to all holders of ADSs. We are under no obligation to file a registration statement with respect to any such rights or underlying securities or to endeavor to cause such a registration statement to be declared effective. In addition, we may not be able to take advantage of any exemptions from registration under the Securities Act. Accordingly, holders of our ADSs may be unable to participate in our rights offerings and may experience dilution in their holdings as a result.

 

You may be subject to limitations on transfer of your ADSs.

 

Your ADSs represented by the ADRs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time whenever it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when books or the books of the depositary are closed, or at any time if we or the depositary deem it necessary or advisable to do so because of any requirement of law, any government, governmental body, commission, or any securities exchange on which our ADSs or ordinary shares are listed, or under any provision of the deposit agreement or provisions of, or governing, the deposited securities or any meeting of our shareholders, or for any other reason.

 

Your ability to protect your rights through the United States federal courts may be limited, because we are incorporated under Cayman Islands law, conduct a substantial portion of our operations in Taiwan, and all of our directors and officers reside outside the United States.

 

We are incorporated in the Cayman Islands. However, a substantial portion of our operations is conducted in Taiwan through Himax Taiwan, our wholly owned subsidiary, and substantially all of our assets are located in Taiwan. All of our directors and officers reside outside the United States, and a substantial portion of the assets of those persons is located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of Taiwan may render you unable to enforce a United States judgment against our assets or the assets of our directors and officers. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of multiple damages, taxes, or other charges of a like nature or in respect of a fine or other penalty, may be subject to enforcement proceedings as debt in the courts of the Cayman Islands under the common law doctrine of obligation, provided that (a) such federal or state courts of the United States had proper jurisdiction over the parties subject to such judgment; (b) such federal or state courts of the United States did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.

 

Therefore, our public shareholders may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than shareholders of a corporation incorporated in a jurisdiction in the United States.

 

You may face difficulties in protecting your interests as a shareholder because judicial precedents regarding shareholders’ rights are more limited under Cayman Islands law than under U.S. law, and because Cayman Islands law generally provides less protection to shareholders than U.S. law.

 

Our corporate affairs are governed by memorandum and articles of association, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, or the Cayman Islands Companies Law, and the common law of the Cayman Islands. The rights of shareholders to take action against directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of shareholders and the fiduciary responsibilities of directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities law than the United States.

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ITEM 4. INFORMATION ON THE COMPANY

 

4.A. History and Development of the Company

 

Himax Taiwan, our predecessor, was incorporated on June 12, 2001 as a limited liability company under the laws of the ROC. On April 26, 2005, we established Himax Technologies Limited, an exempted company with limited liability under the Cayman Islands Companies Law, as a holding company to hold the shares of Himax Taiwan in connection with our reorganization and share exchange. On October 14, 2005, Himax Taiwan became our wholly owned subsidiary through a share exchange consummated pursuant to the ROC Business Mergers and Acquisitions Law through which we acquired all of the issued and outstanding shares of Himax Taiwan, and we issued ordinary shares to the shareholders of Himax Taiwan. Shareholders of Himax Taiwan received one of our ordinary shares in exchange for one Himax Taiwan common share. The share exchange was unanimously approved by shareholders of Himax Taiwan on June 10, 2005 with no dissenting shareholders and by the ROC Investment Commission on August 30, 2005 for our inbound investment in Taiwan, and on September 7, 2005 for our outbound investment outside of Taiwan. We effected this reorganization and share exchange to comply with ROC laws, which prohibit a Taiwan incorporated company not otherwise publicly listed in Taiwan from listing its shares on an overseas stock exchange. Our reorganization enables us to maintain our operations through our Taiwan subsidiary, Himax Taiwan, while allowing us to list our shares overseas through our holding company structure.

 

On September 26, 2005, we changed our name to “Himax Technologies, Inc.,” and on October 17, 2005, Himax Taiwan changed its name to “Himax Technologies Limited” upon the approval of shareholders of both companies and amendments to the respective constitutive documents. We effected the name exchange in order to maintain continuity of operations and marketing under the trade name “Himax Technologies, Inc.,” which had been previously used by Himax Taiwan.

 

Our ADSs have been listed on the NASDAQ Global Select Market since March 31, 2006. Our ordinary shares are not listed or publicly traded on any trading markets.

 

In February 2007, we completed the acquisition of Wisepal, currently known as Himax Semiconductor, Inc., a fabless semiconductor company focusing on the development of LTPS TFT-LCD drivers for small and medium-sized applications. This transaction strengthened our competitive position in the small and medium-sized product areas and further diversified our technology and product offerings. For management purpose, Himax Semiconductor Inc. was merged into Himax Taiwan on July 2, 2018.

 

In March 2007, we established Himax Imaging, Inc., or Himax Imaging, which develops and markets CMOS image sensors with an initial focus on camera applications used in cell phones and notebook computers.

 

In July 2012, our subsidiary, Himax Display, completed the acquisition of Spatial Photonics, currently known as Himax Display (USA) Inc., a Delaware corporation engaged in the business of manufacturing and production of MEMS products.

 

In June 2018, we completed the acquisition of Emza Visual Sense Ltd., or Emza, which is dedicated to the development of visual sensors that include proprietary machine-vision algorithms and specific architectures that enable always-on visual sensing capabilities, achieving improvement in power consumption, price and form factor. From time to time, we have also made minority investments in various companies for strategic purposes in the ordinary course of business.

 

Our principal executive offices are located at No. 26, Zih Lian Road, Sinshih District, Tainan City 74148, Taiwan, Republic of China. Our telephone number at this address is +886-6-505-0880. Our registered office in the Cayman Islands is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. Our telephone number at this address is +1-345-945-3901. In addition, we have offices in Hsinchu and Taipei, Taiwan; Foshan, Fuqing, Ningbo, Beijing, Shanghai, Shenzhen, Suzhou, Wuhan, Hefei, Qingdao, Chongqing, Xi’an and Xiamen, China; Tokyo, Japan; Asan-si and Bundang-gu, South Korea; Givatayim, Israel; and Irvine and Campbell, California and Minneapolis, Minnesota, USA.

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Investor inquiries should be directed to our Investor Relations department by email to hx_ir@himax.com.tw. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC’s Internet site is http://www.sec.gov. Our website is www.himax.com.tw. The information contained on our website is not part of this annual report.

 

4.B. Business Overview

 

We are a fabless semiconductor solution provider dedicated to display imaging processing technologies. We are a worldwide market leader in display driver ICs and timing controllers used in TVs, laptops, monitors, mobile phones, tablets, automotive, digital cameras, car navigation, virtual reality (VR) devices and many other consumer electronics devices. Additionally, we design and provide controllers for touch sensor displays, in-cell Touch and Display Driver Integration (TDDI) single-chip solutions, LED driver ICs, power management ICs and LCOS micro-displays for augmented reality (AR) devices and head-up displays (HUD) for automotive. We also offer CMOS image sensors, wafer level optics for AR devices, 3D sensing and ultralow power smart sensing, which are used in a wide variety of applications such as mobile phone, tablet, laptop, TV, PC camera, automobile, security, medical devices, home appliance, AIoT, etc. For display drivers and display-related products, our customers are panel manufacturers, agents or distributors, module manufacturers, assembly houses or end customers. We also work with camera module manufacturers, optical engine manufacturers, and television system manufacturers for various non-driver products.

 

Industry Background

 

We mainly operate in the flat panel display semiconductor industry. As the majority of our revenues derive from products that are critical components of flat panel displays, such as display drivers, timing controllers, power ICs and other semiconductor products, our industry is closely linked to the trends and developments of the flat panel display industry.

 

Flat Panel Display Semiconductors

 

Flat panel displays require different semiconductors depending upon the display technologies and the applications. Some of the most important ones include the following:

 

Display Driver. The display driver receives image data from the timing controller and delivers precise analog voltages or currents to create images on the display. The major application of display driver IC is used on TFT-LCDs. However, AMOLED display is also getting more and more popular in recently years, starting from high-end smartphone and TV applications. Detailed display driver IC specification for LCD and AMOLED are different due to panel characteristics. The two main types of display drivers for a display panel are gate drivers and source drivers. Gate drivers turn on the transistor within each pixel cell on the horizontal line on the panel for data input at each row. Source drivers receive image data from the timing controller and generate voltage that is applied to the liquid crystal within each pixel cell on the vertical line on the panel for data input at each column. The combination determines the colors generated by each pixel. Typically, multiple gate drivers and source drivers are installed separately on the panel. However, for certain small and medium-sized applications, gate drivers and source drivers are integrated into a single chip due to space and cost considerations. Large-sized panels typically have higher resolution and require more display drivers than small and medium-sized panels.

 

Timing Controller. The timing controller receives image data and converts the format for the source drivers’ input. The timing controller also generates controlling signals for gate and source drivers. Typically, the timing controller is a discrete semiconductor in large-sized TFT-LCD panels. For certain small and medium-sized applications, however, the timing controller may be integrated with display drivers.

 

Operational Amplifier. An operational amplifier supplies the reference voltage to source drivers in order to make their output voltage uniform.

 

Power IC. Power ICs include certain drivers, amplifiers, DC to DC converters and other semiconductors designed to enhance power management, such as voltage regulation, voltage boosting and battery management.

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Touch controller IC. For touch screen applications, touch controller ICs enable touch interfaces, such as capacitive touch panels, to identify, qualify and track user’s contacts with precision and sensibility.

 

Others. Flat panel displays also require multiple general purposes semiconductors such as memory, power converters and inverters.

 

Characteristics of the Display Driver Market

 

Although we operate in several distinct segments of the flat panel display semiconductor industry, our principal products are display drivers. Display drivers are critical components of flat panel displays. The display driver market has specific characteristics, including those discussed below.

 

Concentration of Panel Manufacturers

 

The global TFT-LCD panel industry consists of a small number of manufacturers, substantially all of which are based in Asia. In recent years, Korean TFT-LCD panel makers gradually undergo restructure to shift their technology and manufacture focus from TFT-LCD to OLED and TFT-LCD panel manufacturers, especially China-based manufacturers, have invested or are planning to invest heavily to establish, construct and ramp up additional fab capacity. The capital-intensive nature of the industry often results in TFT-LCD panel manufacturers operating at a high level of capacity utilization in order to reduce unit costs. This tends to create a temporary oversupply of panels, which reduces the average selling price of panels and puts pricing pressure on component companies including display driver companies. Moreover, the concentration of panel manufacturers permits major panel manufacturers to exert pricing pressure on display driver companies such as us. The small number of panel manufacturers exacerbates this situation as display driver companies, in addition to seeking to expand their customer base, must also focus on winning a larger percentage of such customers’ display driver requirements.

 

Customization Requirements

 

Each panel display has a unique pixel design to meet its particular requirements. To optimize the panel’s performance, display drivers have to be customized for each panel design. The most common customization requirement is for the display driver company to optimize the gamma curve of each display driver for each panel design. Display driver companies must work closely with their customers to develop semiconductors that meet their customers’ specific needs in order to optimize the performance of their products.

 

Mixed-Signal Design and High-Voltage CMOS Process Technology

 

Display drivers have specific design and manufacturing requirements that are not standard in the semiconductor industry. Some display drivers require mixed-signal design since they combine both analog and digital devices on a single semiconductor to process both analog signals and digital data. Manufacturing display drivers require high-voltage CMOS process technology operating typically at 4.5 to 24 volts for source drivers and 10 to 50 volts for gate drivers, levels of voltage which are not standard in the semiconductor industry. For display drivers, the driving voltage must be maintained under a very high degree of uniformity, which can be difficult to achieve using standard CMOS process technology. Moreover, manufacturing display drivers does not require very small-geometry semiconductor processes. Typically, the manufacturing process for large panel display drivers require geometries between 0.11 micron and 1 micron because the physical dimensions of a high-voltage device do not allow for the economical reduction in geometries below this range. We believe that there are a limited number of fabs with high-voltage CMOS process technology that are capable of high-volume manufacturing of display drivers.

 

Special Assembly and Testing Requirements

 

Manufacturing display drivers requires certain assembly and testing technologies and equipment that are not standard for other semiconductors and are offered by a limited number of providers. The assembly of display drivers typically uses either tape-automated bonding, also known as TAB, or chip-on-glass, also known as COG, technologies. Display drivers also require gold bumping, which is a process in which gold bumps are plated onto each wafer to connect the die and the processed tape, in the case of TAB packages, and the glass, in the case of COG packages. TAB may utilize tape carrier packages, also known as TCP, or chip on film, also known as COF. The type of assembly used depends on the panel manufacturer’s design, which is influenced by panel size and application and is typically determined by the panel manufacturers. Display drivers for large-sized applications typically require TAB package and, to a lesser extent, COG package types, whereas display drivers for smartphone, tablet and consumer electronics products typically require COG packages. The testing of display drivers also requires special testers that can support high-channel and high-voltage output semiconductors. Such testers are not standard in the semiconductor industry.

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Supply Chain Management

 

The manufacturing of display drivers is complex and requires several manufacturing stages such as wafer fabrication, gold bumping, and assembly and testing, and the availability of materials such as the processed tape used in TAB packaging. We refer to these manufacturing stages and material requirements collectively as the “supply chain”. Panel manufacturers typically operate at high levels of capacity utilization and require a reliable supply of display drivers. A shortage of display drivers, or a disruption to this supply, may disrupt panel manufacturers’ operations. As a result, a company’s ability to deliver its products on a timely basis at the quality and quantity required is critical to satisfying its existing customers and winning new ones. Such supply chain management is particularly crucial to fabless display driver companies that do not have their own in-house manufacturing capacity. In the case of display drivers, supply chain management is further complicated by the high-voltage CMOS process technology and the special assembly and testing requirements that are not standard in the semiconductor industry. Access to this capacity also depends in part on display driver companies having received assurances of demand for their products since semiconductor manufacturing service providers require credible demand forecasts before allocating capacity among customers and investing to expand their capacity to support growth.

 

Need for Higher Level of Integration

 

The small form factor of smartphone, tablet, automotive and certain consumer electronics products restricts the space for components. Small and medium-sized panel applications typically require one or more source drivers, one or more gate drivers and one timing controller, which can be installed as separate semiconductors or as an integrated single-chip driver. Customers are increasingly demanding higher levels of integration in order to manufacture more compact panels, simplify the module assembly process and reduce unit costs. Display driver companies must be able to offer highly integrated chips that combine the source driver, gate driver and timing controller, as well as semiconductors such as memory, power circuit and image processors, into a single chip. Due to the size restrictions and stringent power consumption constraints of such display drivers, single-chip drivers are complex to design. For large-sized panel applications, integration is both more difficult to achieve and less important since size and weight are less of a priority. Lastly, as some of our TFT-LCD panel customers had turned to pure in-cell TDDI panel development for thinner display designs, we have developed a series of single chip touch display driver integrated circuit (TDDI) for advanced in-cell touch display panel.

 

Products and Solutions

 

We have several principal product lines:

 

display drivers and timing controllers;

 

touch controller ICs;

 

ASIC service;

 

LCOS and MEMS products;

 

power ICs;

 

CMOS image sensor products;

 

wafer level optics products;

 

3D sensing business; and

 

Ultralow power smart sensing.

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Display Drivers and Timing Controllers

 

Display Driver Characteristics

 

Display drivers deliver precise analog voltages and currents that activate the pixels on panels. The following is a summary of certain display driver characteristics and their relationship to panel performance.

 

Resolution and Number of Channels. Resolution refers to the number of pixels per line multiplied by the number of lines, which determines the level of fine detail within an image displayed on a panel. For example, a color display screen with 1,024 x 768 pixels has 1,024 red columns, 1,024 green columns and 1,024 blue columns for a total of 3,072 columns and 768 rows. The red, green and blue columns are commonly referred to as “RGB.” Therefore, the display drivers need to drive 3,072 column outputs and 768 row outputs. The number of display drivers required for each panel depends on the resolution of the panel and the number of channels per display driver. For example, an XGA (1,024 x 768 pixels) panel requires eight 384-channel source drivers (1,024 x 3 = 384 x 8) and three 256-channel gate drivers (768 = 256 x 3), while a full HD (1,920 x 1,080 pixels) panel requires eight 720-channel source drivers and four 270-channel gate drivers. The number of display drivers required can be reduced by using drivers with a higher number of channels. For example, a full HD panel can have six 960-channel source drivers instead of eight 720-channel source drivers. Thus, using display drivers with a higher number of channels can reduce the number of display drivers required for each panel, although display drivers with a higher number of channels typically have higher unit costs.

 

Color Depth. Color depth is the number of colors that can be displayed on a screen, which is determined by the number of shades of a color, also known as gray scale, that can be shown by the panel. For example, a 6-bit source driver is capable of generating 26 x 26 x 26 = 218, or 262K colors, and similarly, an 8-bit source driver is capable of generating 16 million colors. Typically, for TFT-LCD panels currently in commercial production, 262K, 16 million and 1 billion colors are supported by 6-bit, 8-bit and 10-bit source drivers, respectively.

 

Operational Voltage. A display driver operates with two voltages: the input voltage (which enables it to receive signals from the timing controller) and the output voltage (which, in the case of source drivers, is applied to liquid crystals and, in the case of gate drivers, is used to switch on the TFT device). Source drivers typically operate at input voltages from 3.3 to 1.8 volts and output voltages ranging from 4.5 to 24 volts. Gate drivers typically operate at input voltages from 3.3 to 1.8 volts and output voltages ranging from 10 to 50 volts. Lower input voltage saves power and lowers electromagnetic interference, or EMI. Output voltage may be higher or lower depending on the characteristics of the liquid crystal (or diode), in the case of source drivers, or TFT device, in the case of gate drivers.

 

Gamma Curve. The relationship between the light passing through a pixel and the voltage applied to it by the source driver is nonlinear and is referred to as the “gamma curve” of the source driver. Different panel design and manufacturing processes require source drivers with different gamma curves. Display drivers need to adjust the gamma curve to fit the pixel design. Due to the materials and processes used in manufacturing, panels may contain certain imperfections which can be corrected by the gamma curve of the source driver, a process which is generally known as “gamma correction.” For certain types of liquid crystal, the gamma curves for RGB cells are significantly different and thus need to be independently corrected. Some advanced display drivers feature three independent gamma curves for RGB cells.

 

Driver Interface. Driver interface refers to the connection between the timing controller and display drivers. Display drivers increasingly require higher bandwidth interface technology to address the larger data volume necessary for video images. Panels used for higher data transmission applications, such as televisions, require more advanced interface technology. The principal types of interface technologies are transistor-to-transistor logic, or TTL, reduced swing differential signaling, or RSDS, mini-low voltage differential signaling, or mini-LVDS, and point-to-point high-speed interface. Among these, RSDS, mini-LVDS and point-to-point interface were developed as low power, low noise and low amplitude methods for high-speed data transmission using fewer copper wires and resulting in lower EMI. Moreover, there are some panel manufacturers developing their proprietary point-to-point interfaces, such as embedded panel interface, or EPI, USI-T, iSP, CEDS, CHPI, CSPI and CMPI.

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Package Type. The assembly of display drivers typically uses TAB and COG package types. COF and TCP are two types of TAB packages, of which COF packages have become predominantly used in recent years. Customers typically determine the package type required according to their specific mechanical and electrical considerations. In general, display drivers for small-sized panels mainly use COG package types, whereas display drivers for large-sized panels primarily use TAB package types and, to a lesser extent, COG package types.

 

Large-Sized Applications

 

We provide source drivers, gate drivers, PMIC, P-gamma OP level shifter and timing controllers (TCON) for large-sized panels principally used in desktop monitors, notebook computers and televisions. Display drivers used in large-sized applications feature different key characteristics, depending on the end-use application. For example, the industry trend for large-sized applications is generally toward super high channel, low power consumption, low cost, thin and light form factor, touch function, higher data transmission rate and higher driving capabilities. Higher speed interface technologies are also key for 4Kx2K and 8Kx4K high-resolution TVs. Greater color depth, thermal solution, high data rate and high driving, are particularly important for advanced televisions and certain monitors.

 

Our large display driver IC business achieved several milestones from 2019. For example, we successfully added 12-inch fabs into the pool of our foundry capacity for our large display driver ICs to ease the capacity shortage of 8” foundry where the vast majority of large panel driver ICs are fabricated. On high-end TV, Himax outpaced peers to lead the mass production of customized high-speed point-to-point (P2P) transmission using embedded panel intra interface such as iSP, CHPI, USI-T, CMPI, CEDS and CSPI for 4K TVs and developed a 2-in-1 COF driver to meet the requirements of high channel count and heat dissipation for 8K TV. On gaming monitor, we have high frame rate and high driving driver to meet various resolutions needs and frame rates such as UHD 165Hz, QHD 240Hz, FHD 360Hz, etc. We also successfully developed low power consumption driver applied in low power monitor to satisfied Energy Star 8.0 and even Energy Star 9.0. Lastly, our P2P driver and TCON ICs with 13.3” FHD can meet Intel 1W project requirement.

 

We also made tremendous progress in TCON product lines in 2020. UHD TV penetration rate is larger than 50% since 2019, and we developed competitive UHD TV TCON to seize this market. Himax UHD TV TCON has mass production at all major China LCD makers and the shipment has double growth in 2020. We also provide gaming TCON for the new QHD 240Hz and UHD 144Hz gaming monitor and notebook. For high-end gaming requirement, we have developed eDP 8.1G TCON to increase bandwidth. We also have embedded local dimming in TCON ICs for TFT-LCD automotive applications to support higher contrast instrument panels needed for drivers to read the content of the meter quickly. Additionally, several key panel makers also seek Himax cooperation to develop OLED for automotive applications. Currently we are developing customized OLED ASIC for these key panel makers which is expected to go mass production in 2021.

 

The table below sets forth the features of our products for large-sized applications:

 

Product 

 

Features 

TFT-LCD Source Drivers  

•      384 to 1920 output channels

•      6-bit (262K colors), 8-bit (16 million colors) or 10-bit (1 billion colors)

•      one gamma-type driver

•      two gamma-type drivers to improve display quality

•      three gamma-type drivers (RGB independent gamma curve to enhance color image)

•      output driving voltage ranging from 7 up to 20V

•      input logic voltage ranging from standard 3.3V to low power 1.8V and support half VDDA

•      low power consumption and low EMI

•      support COF and COG package types

•      support TTL, RSDS, mini-LVDS (up to 400MHz), cascade modulated driver interface, or CMDI, point-to-point high speed interface (up to 4Gbps for 8K 120Hz) and customized interface technologies

•      support dual gate and triple gate panel designs

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Product 

 

Features 

TFT-LCD Gate Drivers  

•      192 to 1600 output channels

•      output driving voltage ranging from 10 up to 50v

•      input logic voltage ranging from standard 3.3V to low power 1.8V

•      low power consumption

•      support COF and COG package types

•      support dual gate and triple gate panel designs

     
Timing Controllers  

•      product portfolio supports a wide range of resolutions, from VGA (640 x 480 pixels) to full HD, UHD and 8K4K (1,920 x 1,080 pixels, 1,920 x 1,200 pixels, 3840 x 2160 and 7680 x 4320)

•      support mini-LVDS, point-to-point high speed interface and customized output interface technologies

•      embedded overdrive function to improve response time

•      support CABC and local dimming to save power and color engine to enhance color and sharpness

•      support TTL, LVDS, eDP, G-sync, MIPI and V-by-one input interface technologies

•      support dual-gate, triple-gate, GOA (gate on array) and RGBW panel designs

•      support amorphous silicon, IGZO and LTPS panel

•      ASIC AMOLED timing controller

     
  Programmable Gamma OP  

•      8 to 16 channel gamma buffer outputs

•      channel VCOM buffer output

•      Internal non-volatile memory

•      2 gamma bank selection, setting time < 3uS

•      Analog power supply voltage: 9.0V to 20.0V

•      Digital power supply voltage: 2.7V to 3.6V

•      Peak current on gamma channels: 200mA

•      Peak current on VCOM channel: 400mA

•      Programmable VCOM limit

•      12C speed up to 1MHz

 

Electronic Paper Display Applications

 

We offer display driver for the Electronic Paper Display (EPD) applications, such as reading & writing device, Electronic Shelf Label (ESL) and Signage Display. The Electronic Paper Display (EPD) drivers can support various display resolutions to meet the customized needs of applications.

 

The following table summarizes the features of our Electronic Paper Display (EPD) solutions:

 

Product 

 

Features 

Electronic Paper Display (EPD) 

Source Drivers

 

•      Features 320 to 1920 output channels

•      output driving voltage ranging from 15 up to 50v

•      input logic voltage ranging from standard 3.3V to low power 1.8V

•      low power consumption and low EMI 

•      support TTL, mini-LVDS cascade modulated driver interface, or point-to-point high-speed interface and customized interface technologies

•      support COF and COG package types

     

Electronic Paper Display (EPD) 

Gate Drivers

 

•      100 to 840 output channels

•      output driving voltage ranging from 10 up to 50v

•      input logic voltage ranging from standard 3.3V to low power 1.8V low power consumption

•      support COF and COG package types

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Product 

 

Features 

Electronic Paper Display (EPD) 

Integrated Drivers

 

•       Highly integrated chip embedded with source driver, timing controller and power circuit

•       source driver output driving voltage ranging up to 30V

•       Support COG package types

 

Smartphone and Tablet Applications

 

We offer display drivers for small and medium-sized displays in smartphone and tablet applications that combine source driver, gate driver, timing controller, DC to DC circuits, and optional frame buffer into a single chip or cascades chips in various display technologies, such as TFT-LCD and AMOLED.

 

Smartphones and tablet have gained greater popularity among small and medium-sized display drivers and enjoyed higher growth in recent years. This has also contributed to increased demand for larger size and higher resolution smartphone displays. In the past few years, we offered innovative handset display driver products by providing FWVGA (480 x 864), qHD (540 x 960), WSVGA (1024 x 600), HD720 (720 x 1280)/ WXGA (800 x 1280), FHD (1080 x 1920) / WUXGA (1200 x 1920) and up to QHD (1440 x 2560) / WQXGA (1600x2560) display driver ICs. We continue to update new products for this mainstream smartphone and tablet with lower cost and new features, such as color enhancement and sun-light readability enhancement functions. In 2015, we developed new technologies and led the display industry with next generation display driver ICs, such as a-si FHD (1080 x 1920), AMOLED ASICs for HD and FHD and LTPS QHD (1440 x 2560) with sub-pixel rendering technologies. In 2016, Himax developed a series of single chip touch display driver integrated circuit (TDDI) for advanced in-cell touch display panel. Himax started the shipments of in-cell TDDI for some smartphones in 2016 and extended TDDI solution to tablet application in 2017. Smartphone display had a dramatic change in terms of aspect ratio, instead of resolution, in 2017. Though display resolution of entry smartphones kept moving up from WVGA or qHD to HD, high-end smartphone display may be stuck at FHD or QHD since it’s pixel per inch is good enough for normal consumers’ daily use. OEMs start to seek for differentiation with 18:9 or even wider aspect ratio, full front displays. Himax has designed conventional 16:9 HD and FHD DDICs capable of supporting 18:9 or wider HD+/FHD+ displays and achieved a number of design-wins with leading Chinese smartphone brands. As in-cell TDDI, featuring thinner display, slimmer border, and better visual quality, has been getting popular, we re-invented a new generation of TDDIs supporting COG and COF for 18:9 or wider aspect ratio with interlaced output pins, which makes the bottom border of the in-cell touch display even smaller to gain higher display to body ratio. Our FHD+ and HD+ TDDI successfully gained design-wins with a few leading Korean and Chinese smartphone brands and panel makers. We started small volume shipment in the first half of 2018 with accelerating volume started in the second half of 2018 into 2019 and beyond. In 2020, Himax extended our product offerings with high frame rate TDDI solution and has started shipping to top-tier smartphone OEMs. We expect the demand for high frame rate TDDI solution to explode as more brands adopt this feature in display.

 

A major development we are seeing in the marketplace is increased utilization of the OLED display for smartphone, smart watch, automotive and tablet. This is due to investments on expanded AMOLED capacity as well as increased demand for under-display fingerprint technology that is only available in the AMOLED display for the time being. We are collaborating closely with leading panel makers across China for AMOLED product development. We believe AMOLED driver ICs will soon become one of the major growth engines for our small panel driver IC business.

 

On the other hand, the application of in-cell TDDI start to extend from mainstream smartphone to larger displays in 2018. Himax started to offer various new TDDI solutions for tablet, smart speakers, and even some infotainment displays in automobiles. The first tablet TDDI with WXGA resolution went mass production in 2018 and also extended to leading smart speaker applications as well. In 2019, Himax announced a series of new driver and TDDIs for tablet application. The COF packaged driver IC solution enables one leading tablet OEM successfully launching WQXGA resolution tablet with super slim bezel. We also added another new features to our TDDI that can support up to WUXGA and WQXGA resolution has gained several design-win from tablet OEMs across Korea and China in 2019. We also launched the first TDDI supporting active stylus function in tablets which commenced mass production and contribute to our tablet application business in 2020.

 

Tablet in-cell TDDI offers the benefits of lower cost and a simplified supply chain that represents an easier manufacturing process for panel makers. For consumers, it offers a lighter weight, slimmer and more stylish design as well as improved touch accuracy with added option for active stylus. Our active stylus in-cell technology is adopted in many launched tablet products. At present, we are the dominant supplier for literally all leading Android names. In 2020, tablet demand is picking up significantly fueled mainly by remote work and online learning demand due to the pandemic. TDDI for tablet application represents a tremendous upside for Himax through 2020.

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The following table summarizes the features of our products for smartphone and tablet applications:

 

Product 

 

Features 

Smartphone Display Drivers  

•      highly integrated single chip embedded with the source driver, gate driver, power circuit, timing controller and memory

•      suitable for a wide range of resolutions from QQVGA (128 x 160 pixels) to QHD (1440 x 2560 pixels)

•      support up to 16 million colors

•      support RGB separated gamma adjustment

•      support CABC

•      support color enhancement features including saturation, brightness, and sharpness enhancement

•      support MIPI interface for smartphone application and LVDS for CE applications

•      support RAM-less or 1/3 RAM compression technologies

•      low power consumption and low EMI

•      fewer external components to reduce costs

•      slimmer die for compact module to fit smaller smartphone designs

•      application specific integrated circuits, or ASIC, can be designed to meet customized requirements for LCD or AMOLED

•      touch display driver integrated circuit (TDDI) for advanced in-cell touch display

•      extending from 16:9 to 18:9 or wider aspect ratio

•      COG and COF solutions for super slim bottom border

•      Conventional 60Hz and up to 144Hz new high frame rate solution

•      AMOLED driver IC with sub-pixel rendering, Demura-IPs for FHD+

     
Tablet Display Drivers  

•      highly integrated single chip embedded with the source driver, power circuit, and timing controller

•      suitable for a wide range of resolutions from WSVGA (600 x 1024), WXGA (800 x 1280), WUXGA (1200x1920) to WQXGA (1600 x 2560)

•      support up to 16 million colors

•      support RGB separated gamma adjustment

•      support CABC

•      support color enhancement features

•      support MIPI interface

•      touch display driver integrated circuit (TDDI) for advanced in-cell touch display

•      supporting TDDI with active stylus

•      COG and COF solutions for super slim bezel

 

Automotive Display Applications

 

We offer source drivers, gate drivers, timing controllers and integrated drivers for the fast ramping automotive display applications, such as instrument cluster display (ICD), center information display (CID), head-up display (HUD), rear seat entertainment display (RSE) and rearview mirror display.

 

The automotive display drivers can support various display resolutions to meet the customized needs of automotive display, including GIP panel and non-GIP panel, a-Si TFT panel and LTPS panel. Meanwhile, the automotive display drivers can support higher output driving voltage for higher contrast ratio and faster liquid crystal response in automotive display applications. The automotive Timing Controller can support Local Dimming function for the goal of higher contrast ratio and thermal reduction in automotive display applications. We launched the world’s first TDDI design for automotive displays technology which started shipping in 2019 with meaningful volume anticipated starting 2021. As electronic vehicle grows in popularity and autonomous driving developments, our technological prowess continues to separate us from peers for the next generation display for automotive.

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The following table summarizes the features of our products used in automotive display applications:

 

Product 

 

Features

TFT-LCD Source Drivers  

•      642 to 1,920 output channels

•      6-bit (262K colors), 8-bit (16.7 million colors)

•      support RSDS, mini-LVDS, Point-to-Point interfaces

•      output driving voltage ranging up to 15V

•      support COG and COF package type

     
TFT-LCD Gate Drivers  

•      100 to 1,600 output channels

•      output driving voltage ranging up to 40V

•      support COG and COF package type

     
TFT-LCD Integrated Drivers  

•      highly integrated chip embedded with source driver, timing controller and power circuit

•      support RGB, LVDS input interfaces

•      support Single Gate, Dual Gate, Triple Gate panel structure

•      support GIP panel (a-TFT GIP or LTPS GIP) and non-GIP panel

•      support resolution up to 2880 RGBx1080 with cascaded chips

•      source driver output driving voltage ranging up to ±6.6V or 16V

•      support Fail Detect Function, including CRC Function

•      support Local Dimming Function

•      support Teletext OSD function

•      support COG and COF package type

     
Timing Controllers  

•      support LVDS, eDP 1.2 input interface

•      support RSDS, mini-LVDS, Point-to-Point output interfaces

•      support Single Gate, Dual Gate, Triple Gate panel structure

•      support GIP panel (a-TFT GIP or LTPS GIP) and non-GIP panel

•      support various resolutions up to 4K2K(ICD) or 7K1K(CID)

•      support Local Dimming Function

•      support Fail Detect Function, including CRC Function

     
TFT-LCD TDDI Drivers  

•      highly integrated chip embedded with source driver, timing controller, touch controller and power circuit

•      support LVDS input interfaces

•      support Single Gate, Dual Gate, Triple Gate a-TFT panel structure

•      support 2MUX, 3MUX, 6MUX LTPS panel structure

•      support GIP panel (a-TFT GIP or LTPS GIP) and non-GIP panel

•      support resolution up to 5760RBx720 with cascaded chips

•      source driver output driving voltage ranging up to ±6.6V

•      support Fail Detect Function, including CRC Function

•      support Color Engine function

•      support COG package type

Touch Controller ICs

 

We offer touch controller solutions for capacitive touch panels. Our touch controller solutions are suitable for up to 13” touch panel screens electronic devices, such as smartphones, mobile internet devices and tablet. In the third quarter of 2011, we commenced shipping capacitive touch controller ICs to a worldwide brand smartphone customer. In 2013, we expanded customers base to more well-known smartphone and tablet brand customers.

 

Our capacitive touch controller possesses certain innovations and merits. It could support sensing and tracking of up to ten points. The embedded micro-controller single chip solution reduced the cost for flexible product. Its auto calibration mechanism can meet strict validation requirements of leading smart phone brands. With sophisticated designed hardware and firmware supporting hybrid sensing combining merits of self-capacitance and mutual capacitance, Himax’s touch controller could support out-cell and on-cell with various sensor patterns and stack-ups.

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In 2015, we shipped touch controller product as we successfully gain design-wins from several smartphone and tablet end brands. We continue to gain market share in out-cell and on-cell touch panel controller markets. Meanwhile, our technological capabilities are highly recognized by end brands and caught the attention of leading in-cell panel makers that they have some development engagement using our touch-display driver integrated circuit (TDDI). We have developed a series of TDDI products in 2015 and 2016 for these tier one in-cell touch panel makers and started mass production in smartphone brands. We also started the mass production of our TDDI in tablet and automotive displays in 2019. In-cell TDDI, featuring thinner display, slimmer border, and better visual quality, has become the mainstream technology. We will expand our TDDI solutions to replace discrete DDIC and touch controller IC.

 

The following table summarizes the features of our touch controller products:

 

Product 

 

Features 

Capacitive Touch Controller  

•      complete single chip touch controller solutions for handheld devices, supporting smartphones and tablet

•      real multi-point capability support of up to 10 points

•      mass production with GG, GFF and one glass solution (“OGS”), and On-cell touch

•      support advanced functions such as passive stylus, glove, etc.

•      minimum components: simple, neat, and flexible mechanical design

 

ASIC service

 

From 2012, we successfully completed several ASIC service projects for Japan top TV, Project and HMD makers with advanced and high-performance customized video processing chips. All of these chips are implemented with our proprietary video process platform that includes our video process display IP and high-speed transmission IPs. The process nodes adopted for these ASIC are usually 40nm, 55nm and even 28nm processes. From 2016, we also developed the depth sensing technology that aims 3D sensing and AR/VR markets. On the other hand, the low power Convolution Neural Network (CNN) accelerator platform is also under development for the emerging ultralow power Computer Vision market.

 

The following table summarizes the features of our ASIC service:

 

Product 

 

Features 

ASIC Service  

•      Well-established ASIC development platform, based on our unique video processor and image processing technologies.

•      offer a wide variety of video interface IPs, like LVDS, HDMI, DVI, V-by-one, Display port, MIPI, MHL, etc.

•      built-in 8/32- bit microprocessor built-in video processing algorithm like super-high resolution, sun-light readable, MEMC, FRC, etc

•      built-in 3D feature technologies like 2D-to-3D, Glasses-free 3D, 3D multi-view, 3D visual protection, etc.

•      support 4K x 2K/ 5K x 2K/ 8K x 4K display

•      Depth sensing algorithm and hardware accelerator for 3D sensing and AR/VR applications

•      Low power Convolution Neural Network (CNN) algorithm and hardware accelerator for Computer Vision market

 

LCOS and MEMS Products

 

Himax Display, our subsidiary, has contributed to our microdisplay products lines: Color-filter LCOS, Color-sequential LCOS, Front-Lit LCOS and MEMS.

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The latest development of Front-Lit LCOS enables an ultra-compact and extremely power-efficient optical engine by consolidating and integrating LED illumination system and the polarization beam splitter (PBS) into the micro display module itself. Front-Lit LCOS enables a much-simplified optical engine design and assembly process that could successfully lowered customers’ manufacturing time and costs.

 

Himax Display is one of the market leaders of the LCOS industry since 2012 with the whole product line patented. We believe Himax Display is the only non-captive LCOS company that owned a mass production ready liquid crystal assembly line. We have produced and shipped over 2.0 million units from this ISO certified line. Our customers use our products in various applications such as pico-projector, communication, toy projector, AR glasses, HUD for automotive and HUD for motorcycle.

 

The merits of our technology features in resolution, power consumption, size, cost, optical engine design, and image quality. Many of our industry-leading customers have demonstrated their state-of-the-art products, including holographic HUD (AR HUD), AR glasses and LiDAR system, with Himax LCOS technology inside at the 2020 CES with positive market feedbacks. Our technology leadership and proven manufacturing expertise have made us a preferred partner for customers in these emerging markets and their ongoing engineering projects in AR goggles and AR HUD for automotive applications.

 

We provide a rich products family for customers to choose for different applications, as each product has its own most important parameters to select and Himax Display provides choices to customers. The following table shows certain details of our products:

 

Product 

 

Size and Resolution 

Color-Filter LCOS Microdisplays  

•      0.28” (320x240 pixels) QVGA

•      0.38” (640x360 pixels) nHD

•      0.44” (640x480 pixels) VGA

•      0.59” (800x600 pixels) SVGA

•      Customized design

     
Color-Sequential LCOS Microdisplays  

•      0.22” (640 x 360 pixels) nHD

•      0.28” (852 x 480 pixels) WVGA

•      0.38” (640 x 480 pixels) VGA

•      0.37” (800 x 600 pixels) SVGA

•      0.37” (1366 x 768 pixels) WXGA

•      0.45” (1024 x 768 pixels) XGA

•      Customized design

     

Front-Lit Color Filter LCOS

 

 

MEMS

 

•      0.22” (640 x 360 pixels) nHD

•      Customized design

 

•      0.55” (1280 x 800 pixels) WXGA

 

Power ICs

 

Himax provides TFT-LCD television, monitor and notebooks power management solutions. The main products are Power Managements ICs (PMIC), Programmable Gamma OP ICs (PGOP) and Level Shifter ICs (LS). In recent years, PMIC/PGOP/LS 3-in-1 PMIC has gradually become the mainstream solution.

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Power Management ICs

 

A power management IC integrates several power components to fulfill system power requirements. It may include step-up or step-down pulse width modulation, or PWM, DC-to-DC converters, low-dropout regulators, or LDO regulators, voltage detectors, operational amplifiers, p-gamma OP, level shifters, and/or other components. For panel module applications, a power management IC provides a reliable and precise voltage for source drivers, gate drivers, timing controllers, and panel cells. Moreover, its built-in over-temperature and over-current protections help prevent components from being damaged under certain abnormal conditions. As integrating an increasing number of components into a power management IC is likely to be a continuing trend, we believe power management ICs will continue to be critical components of a TFT-LCD panel module. The following table summarizes certain features of our power management IC products:

 

Product 

 

Features 

Integrated Multi-Channel Power Solutions for Notebooks  

•      built-in power MOSFET

•      step-up PWM converter

•      charge pump regulator

•      LDO regulator

•      voltage detector

•      gate pulse modulator

•      Vcom operational amplifier

•      2ch programmable gamma voltage with operational amplifier

•      I2C programmable 

•      low frame rate control for power saving solution

     
Integrated Multi-Channel Power Solutions for Monitors  

•      PMIC/PGOP/Level Shifter 3-in-1

•      built-in power MOSFET

•      step-up PWM converter

•      HV LDO regulator

•      voltage detector

•      gate pulse modulator

•      programmable Vcom voltage / Vcom operational amplifier

•      programmable gamma voltage with operational amplifier

•      level shifter

     
Integrated Multi-Channel Power Solutions for TVs  

•      PMIC/PGOP/Level Shifter 3-in-1

•      built-in power MOSFET

•      step-up PWM converter

•      step-down PWM converter

•      charge pump regulator

•      HV LDO regulator

•      voltage detector

•      gate pulse modulator

•      Vcom operational amplifier

•      I2C programmable 

•      level shifter

•      programmable gamma voltage with operational amplifier

 

Programmable Gamma OP ICs

 

It is a Programmable Gamma, DVR and VCOM IC. Each controlled by a 10-bit digital analog converter (DAC). The user can easily select one of the two gamma curves to compensate for the display. The PGOP also includes a channel DVR, VCOM buffer and built-in 7-bit DAC. Support 128-step to adjust the VCOM output voltage by I2C control setting automatically.

 

Product 

 

Features 

14 channel PGOP for dual gate GOA TFT-LCD    

•      Programmable gamma buffer DVR and VCOM buffer 

•      14 channel analog output gamma reference voltage 

•      10-bit Gamma DAC resolution 

•      2 Gamma bank register 

•      2 Gamma bank NVM 

•      Built in output channel resister 

•      I2C interface 

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Level shifter

 

TFT-LCD panel manufacturers have developed panel designs to reduce the usage of display drivers, like gateless designs, which integrate the gate driver function onto the glass but needed level shifter. All level shifter channels feature the same input circuitry and are compatible with the standard logic-level signals generated by timing controllers in typical applications. The level shifter converts the timing-controller (TCON) logic-level signals to the high-level signals needed by the GOA (gate on array) display. The output circuitry has been designed to achieve high rise and fall times when driving the capacitive loads typically encountered in TFT-LCD display applications.

 

Product 

 

Features 

16- channel level shifter for dual gate GOA TFT-LCD    

•      support two kinds of T-con input signals 

•      6/8/10 clock channel output 

•      2 channel STV 

•      2 channel LC 

•      2 discharge channels 

•      support charge sharing function 

•      reset function 

•      OTP/OCP (detect level, time and count) with I2C adjustment 

•      Support 2 input and 6/8/10 output 

LED driver

 

A light-emitting diode (LED) is a semiconductor light source that is widely used in lighting, display and TFT LCD backlight nowadays. The advantages of LEDs as light sources are the small size, fast switching, low power consumption and long lifetime etc.

 

LED driver IC is designed to dim the LEDs with critical features such as high current accuracy, high current matching, short LED protection, open LED protection, over voltage protection, ghosting effect reduction and current sink leakage protection etc.

 

Product 

 

Features 

Customer ASIC  

•       By Customer Specification 

 

CMOS Image Sensor Products

 

The CMOS image sensor products are developed by our subsidiary, Himax Imaging. The products were designed firstly for camera-equipped mobile devices, such as mobile phones, tablets and notebook computers, with a focus on low light image and video quality. Although it seems relatively challenging for us to gain significant market share in conventional RGB camera, we do think there are various interesting and different applications in imaging. Based on the technologies and IP we developed, on top of legacy products for laptop and multimedia we have been supplying, our product lines have been expanded to cover three domains: ultralow power computer vision- Always-On Sensor (“AoS”), Near Infrared (“NIR”) sensor, and big pixel BSI sensors in automotive and surveillance. In 2019, we further prioritized our focus on ultralow power computer vision- Always-On Sensor (“AoS”) as the demand for battery-powered smart device with AI intelligent sensing is rapidly growing. Together with the technologies we already developed, such as Near Infrared (“NIR”) sensor, we can provide our customers the best integrated solutions for several specific domains.

 

In addition to advancing our AoS sensor to drive the power as low as possible, we also devote ourselves to developing sensors that have industry leading small pixel (1.12um) with higher near infrared Quantum Efficiency (“QE”) to support the new generation cameras. Their superior performance hugely helps to reduce the system’s power consumption and therefore enhances the system performance. With the high QE in NIR band, we open the doors to building more sensor and camera systems for machine vision. For example, our HM11B1 is a critical part of Himax’s WiseEye solution, an AI-based ultralow power smart sensing total solution and has penetrated into the laptop ecosystem for the most stylish super slim bezel design. Given its slim (narrower than 2mm) dimension to support ultra-thin bezel, we combine original RGB video conference sensor, IR sensor originally for Windows Hello support, and newly added intelligent AoS sensor into a single silicon. This 3-in-1 sensor not only enables new features, but also hugely saves laptop makers’ effort in mechanical design and overall cost.

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We are committed to be a key player in the CMOS image sensor business with continuous investment in experienced human resources, an efficient supply chain, as well as strategic technology developments and partnerships to further increase the performance and improve features of small and specially designed pixel sensors.

 

The following table sets forth the features of our CMOS image sensor products:

 

Product 

 

Features 

5MP UltraSense 2 NIR Sensor  

•      1/2.6” format color type with high sensitivity BSI pixel

•      5MP resolution at 45 frames per second, support QHD video at 60 frames per second

•      Compact die size design to support small modules

•      4x NIR sensitivity at 940nm

•      4-lane MIPI CSI2 outputs RAW8/10

     
2.0MP ClearView Color Image Sensor  

•      1/5” format color type

•      UXGA YUV output at 30 frames per second, 720p HD resolution at 60 frames per second 

•      1-lane MIPI CSI2 outputs RAW8/10

     

FHD 1/6” 1080p UltraSense Color Image Sensor

 

 

•      1/6” format with high sensitivity BSI pixel

•      1080p FHD resolution at 60 frames per second

•      Low power consumption

•      Alternating frame support for HDR

•      2-lane MIPI CSI2 outputs

•      Frame-Sync control for multiple camera system

     

FHD 1/3” 1080p UltraSense Color Image Sensor

 

 

•      1/3” format with high sensitivity BSI pixel

•      1080p HD resolution at 60 frames per second

•      Low power consumption

•      Support for Staggered HDR

•      Provide high NIR sensitivity option

•      2-lane MIPI CSI2 and 12bit parallel DVP outputs

•      Frame-Sync control for multiple camera system

     

FHD 1/4” 1080p UltraSense Color Image Sensor

 

 

•      1/4” format with high sensitivity BSI pixel

•      1080p FHD resolution at 30 frames per second

•      Low power consumption

•      Provide high NIR sensitivity and 4x4 RGB-IR option

•      2-lane MIPI CSI2 and 10bit parallel DVP outputs

•      Frame-Sync control for multiple camera system

     
HD 720p UltraSense 2 Color Image Sensor  

•      1/9” format with high sensitivity BSI pixel

•      720p HD resolution at 30 frames per second

•      Low power consumption

•      Support LED-sync for Microsoft Windows Hello

•      1-lane MIPI CSI2 outputs RAW8/10

     

HD 720p Ultra Low Power Color Image Sensor

 

 

 

•      1/11” format with high sensitivity BSI pixel

•      720p HD resolution at 60 frames per second

•      Ultra slim design to meet 2.2mm narrow bezel notebook computer

•      Provide Ultra Low Power mode >1mW for qqHD 3fps for human detection application

•      Provide RGB-IR version for Windows Hello

•      Support Motion Detection to save system power

•      SPI and 1-lane MIPI CSI2 dual outputs for both detection and video

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Product 

 

Features 

1.3MP ClearSense EDR Color Image Sensor embedded with image processor for Surveillance

 

 

•     1/4” format with ultra-high sensitivity

•     ClearSense achieves higher dynamic range in color up to 84dB with on-chip tone mapping

•     800p and 720p resolution at 30 frames per second

•     Flexi engine automatically controls dynamic range, exposure, gain, and white balance to balance color fidelity and contrast

•     Color processing pipeline including lens shading correction, defect correction, edge enhancement, color interpolation and correction, gamma control, and saturation/hue adjustment.

•     Anti-blooming and dark sun cancellation

•     Built-in low dropout regulator and power on reset

•     10-bit parallel video data port supports RAW, YUV422, and RGB565/555/444

     

1.2MP UltraSense 2 Color

Image Sensor embedded with image processor for Automotive

 

•     1/4” format with ultra-high sensitivity

•     Ultrasense 2 BSI pixel offers higher sensitivity for low light condition

•     Operation up to 105ºC

•     960p and 720p resolution at 30 frames per second

•     Color processing pipeline including lens shading correction, defect correction, edge enhancement, color interpolation and correction, gamma control, and saturation/hue adjustment

•     Dynamic Range Optimizer offers best dynamic range of video

•     Anti-blooming and dark sun cancellation

•     Built-in low dropout regulator and power on reset

•     10-bit parallel video data port supports RAW, YUV422, and RGB565/555/444

     
NTSC/PAL WVGA Color Image System on embedded with image processor for Automotive and Surveillance  

•     High sensitivity, low noise VGA sensor operating up to 60FPS

•     Visible and near infrared sensitivity

•     Operation up to 105ºC

•     Ultra-compact automotive package

•     Advanced defect correction with built-in temperature sensor

•     Embedded ISP with programmable automatic exposure and white balance

•     Optical alignment pixel with crop and zoom to native resolution

•     4Kb OTP for sensor initialization, module storage, and overlay setting

•     Multi-color static overlay engine

     
QVGA Ultralow Power CMOS Color Image System for Machine Vision and Detection  

•     High sensitivity, low noise 1/11” 320x320 image area

•     Under 2.5mW at QVGA 30fps and 1mW at QQVGA 15fps

•     Embedded auto-exposure and motion detection

•     NeoPac and CSP package

•     Parallel 8bits, 4bits and 1bit data output

     
VGA Ultralow Power CMOS Color Image System for Machine Vision and Detection  

•     High sensitivity, low noise 1/6” 640x480 image area

•     Operates approximately 7mA VGA 60FPS to 140µA in QVGA 2FPS mode

•     Provide high accurate motion detection

•     Pre-metered exposure provides well exposed first frame and after extended sleep (blanking) period

•     Automatic wake and sleep operation with programmable event interrupt to host processor

•     Parallel 8bits and 1-Lane MIPI CSI2 interface

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Wafer Level Optics Products

 

Wafer level optics are optical products manufactured using semiconductor process on wafers. This innovative approach enables wafer level optics to manufacture micro/nano optics structure and high temperature resistance, making the compatible Surface-Mount Technology or SMT reflow process possible. We offer entire optical solutions for customers who need compact and easy-to-handle optical products on their electronic devices.

 

Combining traditional optical lens design, precise mold control and semiconductor manufacturing expertise, our WLO lens with integrated waveguide, refractive optics and diffractive optical element (DOE) is one of the best solution for next generation computational imaging module for 2D/3D illumination and 3D dot projector, which can be applied to 3D face recognition, 3D sensing, 3D reconstruction, and gesture control. With the innovative process and specific structure, our wafer level optics products provide small form factor and compact module size to be easily integrated into consumer products such as smartphones, AR/VR devices, and other mobile devices.

 

Our WLO technology is also adapted to form microstructure such as lens array, DOE and lenticular lens for advanced applications in digital and computational imaging fields. These technologies stand in a unique position to integral optical design, semiconductor manufacturing process, and compact packaging service, which are rarely covered by one single company. Deeply rooted in core wafer level optics technologies, we provide highly customized optical solutions and high-volume manufacturing to many tier-one customers such as structured lighted and ToF 3D sensing on mobile device, AR/VR gadgets, biomedical devices and other applications.

 

Our WLO business hit inflection in the middle of 2017 when we began mass shipment to an anchor customer. The overall 2018 shipment increased considerably year-over-year because of the customer’s large-scale adoption in more models. In 2019, we continued the strong shipment momentum from 2018 to fulfill anchor customer’s higher demand with a significant year-over-year increase. In 2020, we continued our shipment to anchor customer for their legacy product. We continue to make progress with ongoing R&D projects with world-leading high tech giants for next generation products in various AR/VR, ToF and LiDAR applications centered around our exceptional design know-how and mass production expertise in WLO technology.

 

The following table sets forth the features of our wafer level optics products:

 

Product 

 

Features 

Refractive Optical Lens  

•     for Micro Lens Array (MLA) illumination diffuser, lighting control, flux illumination lens, collimation lens, and compact size camera lens

•     provide multi-layer solution including optical AR coating, IR-cutting filter coating, aspheric surface

•     double-side manufacture process

•     already in mass production

     
Diffractive Optical Element (DOE)  

•     computational imaging, flux illumination, dot projector for 3D sensing, 3D reconstruction, gesture and illumination control

•     using WLO process to integral multi-layers DOE and refractive lens

•     provide customized solution for specific application

•     the smallest form factor and reflowable component

•     eye safety detect circuit embedded

     

Diffuser element for flood illumination and TOF

 

 

Near Infrared (NIR) Projector Module

 

 

 

 

 

 

 

Flood illumination Module

 

 

•     using WLO process to integral multi-layers DOE technology

•     the smallest form factor and reflowable component

•     eye safety detect circuit embedded

 

•     dot projector module solution for computer vision, 3D sensing, 3D reconstruction, gesture and illumination control

•     integral NIR Laser (830/850/940nm), optical system (refractive+ diffractive lens) and high precise active alignment assembly solution to provide the smallest form factor

•     module design for smartphone and other mobile devices

•     provide customized module solution for different application

•     the smallest form factor and reflowable device

•     including active eye safety solution (Class-1)

 

•     provide customized solution for specific application integral NIR Laser (830/850/940nm), and high precise active alignment assembly solution

•     module design for smartphone and other mobile devices

•     the smallest form factor and reflowable device

•     including active eye safety solution (Class-1)

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3D Sensing Business

 

We continue to participate in most of the smartphone OEMs’ ongoing time-of-flight (ToF) 3D sensing projects. In 2018, our structured light-based 3D sensing total solution targeting Android smartphone’s front-facing application was unsuccessful due to the high hardware cost of 3D sensing, the long development lead time required to integrate it into the smartphone and the lack of killer applications which is limited to phone unlock and online payment. Instead of 3D sensing, most of the Android phone makers have chosen the lower cost fingerprint technology which can achieve similar phone unlock and online payment functions with somewhat compromised user experience.

 

Being a leading provider of 3D sensing technology, Himax is also an active participant in smartphone OEMs’ design projects for new devices involving ToF technology. We are seeing increasing ToF adoption by smartphone makers for world-facing cameras to enable advanced photography, distance/dimension measurement and 3D depth information generation for AR. Unlike structured light 3D sensing where we provide total solution or just projector module or optics depending on customers’ needs, with ToF, we will only focus on transmitter module or optics component by leveraging our WLO related expertise. In the past few months, we have been actively working with industry leading VCSEL provider, sensor company, module manufactures and smartphone makers for a new and advanced ToF 3D solution development, targeting Android smartphones. Leveraging on our WLO technology, we have made great progress providing the partner with spot projector or optics component for their reference design which is ready under leading Android smartphone makers’ evaluation.

 

As we reported at second quarter 2019 earnings call on August 7, we had adjusted our structured light-based 3D sensing technology development to focus on applications for non-smartphone segments which are typically less sensitive to cost and always require a total solution.

 

3D sensing can have a wide range of applications beyond smartphone. We have started to explore business opportunities in various industries by leveraging our structured light 3D sensing total solution. We expect small volume shipments for business access control and biomedical inspection devices in the first quarter 2021. With more design-ins and engagements currently under progress, we continue to receive numerous inquiries with new ideas of applications that never occurred to us. To strengthen our offers in 3D sensing total solution, we have been collaborating closely mainly with two types of partners: those with industry-leading expertise in facial recognition algorithm and those offering application processors with strong AI capability.

 

Other than 3D sensing total solution, we provide key component, our proprietary 3D decoder IC, to customers who wish to design their own structured light-based 3D sensing solution. It is now well-adopted by many China e-payment solution providers and entered into small volume production in 2020. Our 3D decoder can accelerate local image processing for face recognition and offer best-in-class security authentication. It was already certified by the leading Chinese electronic payment standard with requirements of accurate data decoding, timely operation and strict privacy.

 

Our critical 3D sensing Technologies include the followings.

 

Wafer Level Optics Products

 

WLO is one of the key technologies enabling 3D sensing, AR goggle devices, and many other applications. Levering on our exceptional design know-how and mass production experience in WLO technology, we are able to produce the world’s most compact optics required for 3D sensing, meanwhile achieving superior performance and lower costs.

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ASIC

 

One of the critical elements of our 3D sensing total solution is an ASIC for 3D depth map generation. We are able to develop the ASIC thanks to our unique in-house capability in developing video ASICs for customers. Equipped with the ASIC, our 3D sensing total solution can substantially reduce the power consumed while processing 3D sensing, enhance personal data security, accelerate the 3D depth map generation, and provide superior depth data output that matches with our optical component. We consider this unique capability as our competitive advantage. It has been and will continue to be one of our key drivers in the success of our 3D sensing total solution.

 

Active Alignment

 

With much experience in optical assembly for AR and VR devices, our factory has developed a system to do active alignment for tiny components. From the incoming quality check, assembly process, and testing, all steps are monitored and checked. The precision assembly capability gives us a very good foundation to do the optical assembly for DOE, WLO, and laser.

 

Laser Driver

 

Based on our expertise in projector, optics, and driver, we have designed a special Glass Broken Detection (“GBD”) mechanism on our projector. With the support from laser driver, it can cease the laser to prevent users from being exposed to higher power laser energy.

 

The following table sets forth the features of our SLiM 3D sensing total solutions:

 

Product 

 

Features 

SLiM 3D sensing total solution  

•    Dot projector: More than 33,000 invisible dots, the highest in the industry, projected onto object to build the most sophisticated 3D depth map among all structured light solutions

•    Depth map accuracy: Error rate of < 0.5% within the entire operation range of 30cm-100cm

•    Face recognition: Enabled by the most sophisticated 3D depth data to build unique facial map that can be used for instant unlock and secure online payment

•    Indoor/outdoor sensitivity: Superior sensing capability even under total darkness or bright sunlight

•    Eye safety: Certified for IEC 60825 Class 1, the international laser product standard which governs laser product safety under all conditions of normal use with naked eyes

•    Glass broken detection: Patented glass broken detection mechanism in the dot projector whereby laser is shut down instantaneously in the event of broken glass in the projector

•    Power consumption: Less than 400mW for projector, sensor and depth decoding combined, making it the lowest power consuming 3D sensing device by far among all structured light solutions

•    Module size: the smallest structured light solution in the market, ideal for embedded and mobile device integration

     
HV-II 3D Decoder ASIC  

•    Himax 3D Depth Processor with high depth accuracy

•    Support up to HD resolution depth map for different applications

•    2D & 3D auto-exposure control for projector and sensor

•    Frame rate conversion for different application/capability of SOC

•    Scaling engine for different application/capability of SOC

•    Ambient light detection and removal

•    Embedded Security Engine

•    Power Management Engine for power shutdown

•    MIPI CSI-2 / DPHY interface

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Ultralow power smart sensing

 

The demand for always-on battery-powered smart devices with AI intelligent sensing is rapidly growing. By combining an ultralow-power image sensor with a custom computer vision ASIC and machine-learning algorithms, Himax WiseEye ultralow power smart sensing enriches connected edge devices with AI capacity. The edge AI system, which consumes only few mW power consumptions, is leading the industry for the next-generation, battery operated, clever computer vision applications. The WiseEye total solution is also being engaged in a variety of applications, such as notebook, TV, and air conditioner. Himax WiseEye notebook solution provides a ‘laptop-ready’ 3-in-1 RGB/IR/AI solution that features respecting privacy and enhancing security for notebook users. At the CES 2020, several leading notebook OEMs and ODMs demonstrated our WiseEye notebook solution in their next generation premium notebooks with positive feedback. We expect to start a solid production ramp-up for above mentioned applications by the end of 2021. With joint efforts with our subsidiary EMZA and other algorithm partners, further engagements are on the way for more applications such as doorbell, door lock, security, smart building, industrial and automotive, and various AIoT devices for industrial and commercial uses. We are thrilled about the business progress achieved.

 

The following table sets forth the features of our ultralow power smart sensing - WiseEye total solutions:

 

Product 

 

Features

WiseEye® ultralow power AI based total solution  

•     Ideal for battery operated devices enables always on mode of operation supporting both continuous operation and periodic wakeup mode, enabling long battery life

•     Total solution supports use of a variety of Himax CMOS image sensors – HM01B0 qVGA, HM0360 VGA and HM11B1 RGB/IR/AI hybrid sensor. Uniquely designed for ULP Computer Vision applications with always on scanning as low as 100uW.

•     Ultralow power CV MCU: WiseEye 1 ASIC a unique ultralow power computer vision processing silicon that is targeting always on applications with a sub 1mW capabilities. Processing at the edge: motion detection, human detection and face detection.

•     Emza computer vision algorithms, a lean machine learning framework. Sensor is trainable for desired use cases (human full body, human upper body, face). Works on ultralow compute resources platform (CPU clock, internal memory)

•     Total solution support Zoning capabilities and ignores events in non-relevant space.

 

For the other business model, we provide key components, such as WE-I Plus AI processor or always-on CMOS image sensor (AoS). WE-I Plus AI processor adopted Google TensorFlow Lite for Microcontrollers framework from June 2020 and has successfully demonstrated our unrivaled computing capability with ultralow power. In December 2020, we partnered with SparkFun, an online retail store, to distribute Himax WE-I Plus Edge AI evaluation board and AoS sensor modules. Developers can now access our technologies easily from SparkFun and transform their AI-enabling concepts which call for ultralow power and computer vision AI into real products. Furthermore, we teamed up with Edge Impulse who provides a leading end-to-end AI developer platform offering intuitive user interface. On Edge Impulse’s platform, with a single button press and within seconds, developers can now generate the latest neural network AI model and export it directly onto the WE-I Plus evaluation board. The high technical obstacles developers usually face can therefore be dramatically lowered. Meanwhile, we also are working with another leading cloud service AI providers to adopt their edge-to-cloud service ecosystem with a business focus more toward healthcare, financial services, government, retail and industrial manufacturing.

 

The following table sets forth the features of our WiseEye WE-I Plus ASIC product:

 

Product 

 

Features 

WiseEye® WE-I Plus ASIC  

•      Ultralow power consumption: 40 uW/MHz

•      Support image, voice trigger simultaneously to wake up system

•      Optimized multi-layer power states for always-on applications

•      Ready-for- use software package and Machine Learning Library, including device driver, SDK and embARC Machine Learning Inference Library to support Google TensorFlow Lite Micro framework

•      ARC-EM9D 32-bit DSP: Frequency up to 400MHz,

•      Memory: Up to 2MByte SRAM

•      High performance pixel processing accelerator and JPEG codec

•      Security Engine: Support secure boot, secure FW update, secure debug mode, Support AES 128bits, RSA 2048bits, Hash-256, TRNG, Secure key management

•      Peripheral: 1/4/8-bit camera interface, I2C/SPI master/slave, UART, PWM, GPIO with 5 wake-up pins, 12-bit ADC with 4 channels, up to 1Msps, RTC Timer

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Core Technologies and Know-How

 

Driving System Technology. Through our collaboration with panel manufacturers, we have developed extensive knowledge of circuit design, TFT-LCD driving systems, high-voltage CMOS processes and display systems, all of which are important to the design of high-performance TFT-LCD display drivers. Our engineers have in-depth knowledge of the driving system technology, which is the architecture for the interaction between the source driver, gate driver, timing controller and power systems as well as other passive components. We believe that our understanding of the entire driving system has strengthened our design capabilities. Our engineers are highly skilled in designing power efficient and compact display drivers that enhance the performance of TFT-LCD. We are leveraging our know-how of display drivers and driving system technology to develop display drivers for panels utilizing other technologies such as OLED.

 

High-Voltage CMOS Circuit Design. Unlike most other semiconductors, TFT-LCD display drivers require a high output voltage of 3.3 to 50 volts. We have developed circuit design technologies using a high-voltage CMOS process that enables us to produce high-yield, reliable and compact drivers for high-volume applications. Moreover, our technologies enable us to keep the driving voltage at very high uniformity, which can be difficult to achieve when using standard CMOS process technology.

 

3D Technologies. Several technologies in Himax are integrated together to form our 3D solution. First, wafer level imprinted technology is used to design and manufacture DOE and WLO. Then, our in-house capability on semiconductor enable us to design IC particularly match our optical component. Our expertise in precision assembly in optics also help us to provide a more complete solution to our customers.

 

Smart Sensing Technologies. Composed by an AoS sensor, an edge ASIC processor and computer-vision AI algorithm, all operated in ultralow power mode. Our industrial first AoS CMOS image sensor features ultralow power and low latency back-illuminated solution for always on, intelligent visual sensing applications. With Himax exceptional low power know-how and ASIC implementation technologies, AI processor featured different power domain and mode management schemes, together with advanced image processing hardwired accelerators to construct different operating modes in balancing processor performance and power consumptions. The seamless and proprietary interface between our AoS sensor and AI processor ensure the efficient and fast-response sensor data transmission and wake-up mechanism operating in ultralow power mode. The computer-vision AI algorithm, which get benefit from high performance and low power AI processor and image data from sensor, can therefore enable AI features such as powerful human detection, occupancy detection and motion classification for various application needs.

 

High-Bandwidth Interfaces. In addition to high-voltage circuit design, TFT-LCD display drivers require high bandwidth transmission for video signals. We have applied several high-speed interfaces, including transistor-transistor logic (“TTL”), Reduced Swing Differential Signaling (“RSDS”), mini low-voltage differential signaling (“LVDS”), dual-edge TTL (“DETTL”), turbo Reduced Swing Differential Signaling (“RSDS”), Mobile Industry Processor Interface (“MIPI”) and other customized interfaces in our display drivers. Moreover, we are developing additional driver interfaces for special applications with optimized speed, lower EMI and higher system stability.

 

Die Shrink and LowPower Technologies. Our engineers are highly skilled in employing their knowledge of driving technology and high-voltage CMOS circuit design to shrink the die size of our display drivers while leveraging their understanding of driving technology and panel characteristics to design display drivers with low power consumption. Die size is an important consideration for applications with size constraints. Smaller die size also reduces the cost of the chip. Lower power consumption is important for many portable devices such as notebook computers, smartphone, tablet and consumer electronics products.

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Customers

 

Our customers for display drivers are primarily panel manufacturers and mobile device module manufacturers, who in turn design and market their products to manufacturers of end-use products such as notebook computers, desktop monitors, televisions, smartphone, tablet, automotive and consumer electronics products. We may sell our products through agents or distributors for certain products or in certain regions. As of December 31, 2020, we sold our products to more than 200 customers. Our ten largest customers together accounted for approximately 74.6%, 75.6% and 77.7% of our revenues in 2018, 2019 and 2020, respectively. In 2018, 2019 and 2020, our three largest customers accounted for 10% or more of our net revenue: customer A and its affiliates accounted for 28.1%, 29.5% and 32.6% of our revenues, respectively; customer B and its affiliates accounted for 12.6%, 8.9% and 6.6% of our revenues, respectively; and customer C accounted for 5.7%, 5.6% and 12.7%, respectively.

 

Certain of our customers provide us with a long-term (twelve-month) forecast plus three-month rolling non-binding forecasts and confirm orders about one month ahead of scheduled delivery. In general, purchase orders are not cancellable by either party, although from time to time we and our customers have agreed to amend the terms of such orders.

 

Sales and Marketing

 

We focus our sales and marketing strategy on establishing business and technology relationships principally with TFT-LCD panel manufacturers, panel manufacturers using LTPS or OLED, or Oxide technologies, mobile display module and mobile device manufacturers for smartphone, tablet and automotive, and camera module houses in order to work closely with them on future semiconductor solutions that align with their product road maps. Our engineers collaborate with our customers’ engineers to create products that comply with their specifications and provide a high level of performance at competitive prices and also create customized features for end brand customers. Our end market for large-sized panels is concentrated among a limited number of major panel manufacturers. We also market our products directly to monitor, notebook and mobile device manufacturers so that our products can be qualified for their specifications and designed into their products. Furthermore, we extend our business development with system and ODM companies by using strategic ASIC business model to not only develop ASIC product based on customer specification but also jointly research and develop new technologies to meet customers’ future product demand. Additionally, we form strategic partnership with tier-1 customers for our LCOS microdisplays, 3D sensing and smart sensing to penetrate into the emerging market. We believe we need close alliance with our customers to build up ecosystem for new applications.

 

We primarily sell our products through our direct sales teams located in Taiwan, China, South Korea and Japan. We also have dedicated sales teams for certain of our most important current or prospective customers. We have offices in Tainan, Hsinchu, Taipei, Taiwan; and Shenzen and Suzhou, China. We have other sales and technical support offices in Hefei, Beijing, Shanghai, Fuzhou, Foshan, Fuqing, Ningbo, Wuhan, Chongqing, Chengdu, Xi’an and Xiamen, China; Tokyo, Japan; Asan-si and Bundang-gu, South Korea; Givatayim, Israel; and Irvine and Campbell, California and Minneapolis, Minnesota, USA, all in close proximity to our customers. For certain products or regions, we may sell our products through agents or distributors.

 

Our sales and marketing team possesses a high level of technical expertise and industry knowledge used to support a lengthy and complex sales process. This includes a highly trained team of product managers and field applications engineers. Our team is equipped with extensive strategic marketing experience and a strong capability to identify market trends. We also provide technical support and assistance to potential and existing customers in system/SoC architecture, designing, testing and qualifying display modules, camera modules and end application systems that incorporate our products and ASICs. We believe that the depth and quality of this design support are key to improving customers’ time-to-market and maintaining a high level of customer satisfaction.

 

Manufacturing

 

We operate primarily in a fabless business model that utilizes substantially third-party foundry and assembly and testing capabilities. We leverage our experience and engineering expertise to design high-performance semiconductors and rely on semiconductor manufacturing service providers for wafer fabrication, gold bumping, assembly and testing. We also rely largely on third-party suppliers of processed tape used in TAB packaging. We engage foundries with high-voltage CMOS process technology for our display drivers and engage assembly and testing houses that specialize in TAB and COG packages, thereby taking advantage of the economies of scale and the specialization of such semiconductor manufacturing service providers. Our primarily fabless model enables us to capture certain financial and operational benefits, including reduced manufacturing personnel, capital expenditures, fixed assets and fixed costs. It also gives us the flexibility to use the technology and service providers that are the most suitable for any given product.

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We operate a fab under Himax Display primarily for performing manufacturing processes for our LCOS microdisplays. Moreover, for better integration, we also established an in-house color filter facility under Himax Taiwan, which commenced shipments from 2010. The color filter line is a critical and unique process for our proprietary single-panel color LCOS microdisplays. An in-house color filter facility enhances the competitiveness of our LCOS products and creates value for our customers. In addition, we have established an in-house WLO facility under Himax Taiwan for the key process of our wafer level optics products, which started small-scale shipments from December 2009 and commenced mass shipment to anchor customer from 2017 onwards. We began construction of our new building, Fab 2, in March 2017, located nearby the current headquarters to house additional WLO capacity, the new active alignment equipment needed for our 3D sensing business and to provide extra office space. The construction of Fab 2 was completed in the first half of 2018.

 

Manufacturing Stages

 

The diagram below sets forth the various stages in manufacturing display drivers according to the two different types of assembly utilized: TAB or COG. The assembly type depends primarily on the application and design of the panel and is determined by our customers.

 

 

Wafer Fabrication: Based on our design, the foundry provides us with fabricated wafers. Each fabricated wafer contains many chips, each known as a die.

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Gold Bumping: After the wafers are fabricated, they are delivered to gold bumping houses where gold bumps are plated on each wafer. The gold bumping process uses thin film metal deposition, photolithography and electrical plating technologies. The gold bumps are plated onto each wafer to connect the die to the processed tape, in the case of TAB package, or the glass, in the case of COG package.

 

Chip Probe Testing: Each die is electrically tested, or probed, for defects. Dies that fail this test are discarded.

 

Assembly and Testing: Our display drivers use two types of assembly technology: TAB or COG. Display drivers for large-sized applications typically require TAB package types and to a lesser extent COG package types, whereas display drivers for smartphone, tablet and consumer electronics products typically require COG package types.

 

TAB Assembly

 

We use two types of TAB technologies: TCP and COF. TCP and COF packages are both made of processed tape that is typically 35mm or 48mm wide, plated with copper foil and has a circuit formed within it. TCP and COF packages differ, however, in terms of their chip connections. With TCP packages, a hole is punched through the processed tape in the area of the chip, which is connected to a flying lead made of copper. By contrast, with COF packages, the lead is mounted directly on the processed tape and there is no flying lead. In recent years, COF packages have become predominantly used in TAB technology.

 

Inner-Lead Bonding: The TCP and COF assembly process involves grinding the bumped wafers into their required thickness and cutting the wafers into individual dies, or chips. An inner lead bonder machine connects the chip to the printed circuit processed tape and the package is sealed with resin at high temperatures.

 

Final Testing: The assembled display drivers are tested to ensure that they meet performance specifications. Testing takes place on specialized equipment using software customized for each product.

 

COG Assembly

 

COG assembly connects display drivers directly to LCD panels without the need for processed tape. COG assembly involves grinding the tested wafers into their required thickness and cutting the wafers into individual dies, or chips. Each individual die is picked and placed into a chip tray and is then visually or auto-inspected for defects. The dies are packed within a tray in an aluminum bag after completion of the inspection process.

 

Quality Assurance

 

We maintain a comprehensive quality assurance system. Using a variety of methods, from conducting rigorous simulations during the circuit design process to evaluating supplier performance at various stages of our products’ manufacturing process, we seek to bring about improvements and achieve customer satisfaction. In addition to monitoring customer satisfaction through regular reviews, we implement extensive supplier quality controls so that the products we outsource achieve our high standards. Prior to engaging a third party as our supplier, we perform a series of audits on their operations, and upon engagement, we hold frequent quality assurance meetings with our suppliers to evaluate such factors as product quality, production costs, technological sophistication and timely delivery.

 

In November 2002, we received ISO 9001 certification, which was renewed in March 2018 and will expire in March 2021. In February 2006, we received ISO 14001 certification, which was renewed in December 2017 and will expire in December 2020. In addition, in March 2007, we received IECQ QC 080000 certification, which was renewed in February 2019 and will expire in March 2022.

 

Environmental Management System and Safety and Health Management System

 

Himax follows closely the global environmental trends, including energy saving and waste reduction, in its daily operations. The Company is certified in accordance with ISO 14001, ISO 45001 and ISO 14064.

 

Himax is a leader in its sector when it comes to the environment and safety, operating under measures much more stringent than domestic regulations. The Company aims to grow sustainably, delivering economic, social and environmental benefits with its healthy employees.

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Himax has also been tirelessly reducing impacts to the environment and improving safety in its operations, specifically targeting product design and waste handling.

 

Semiconductor Manufacturing Service Providers and Suppliers

 

Through our relationships with leading foundries, assembly, gold bumping and testing houses and processed tape suppliers, we believe we have established a supply chain that enables us to deliver high-quality products to our customers in a timely manner.

 

Access to semiconductor manufacturing service providers is critical as display drivers require high-voltage CMOS process technology and specialized assembly and testing services, all of which are different from industry standards. We have obtained our foundry services from TSMC, Vanguard, Macronix, Globalfoundries Singapore and PSMC in the past few years and have also established relationships with UMC, Nexchip and SKHYSI. These are among a select number of semiconductor manufacturers that provide high-voltage CMOS process technology required for manufacturing display drivers. We engage assembly and testing houses that specialize in TAB and COG packages such as Chipbond, Chipmore International trading company Ltd., ChipMOS Technologies Inc., Nepes Corporation and King Yuan Electronics Co., Ltd.

 

We plan to strengthen our relationships with our existing semiconductor manufacturing service providers and diversify our network of such service providers in order to ensure access to sufficient cost-competitive and high-quality manufacturing capacity. We are selective in our choice of semiconductor manufacturing service providers. It takes a substantial amount of time to qualify alternative foundries, gold bumping, assembly and testing houses for production. As a result, we expect that we will continue to rely on a limited number of semiconductor manufacturing service providers for a substantial portion of our manufacturing requirements in the near future.

 

The table below sets forth (in alphabetical order) our principal semiconductor manufacturing service providers and suppliers:

 

Wafer Fabrication 

 

Gold Bumping 

Globalfoundries Singapore Pte., Ltd.   Chipbond Technology Corporation
Macronix International Co., Ltd.   Chipmore International Trading Company Ltd.

Nexchip Semiconductor Corporation 

Powerchip Semiconductor Manufacturing Corp.

 

ChipMOS Technologies Inc. 

LB Semicon, Inc. 

SK hynix system ic   Union Semiconductor Co., Ltd.
Taiwan Semiconductor Manufacturing Company Limited    
United Microelectronics Corporation    
Vanguard International Semiconductor Corporation    

 

Processed Tape for TAB Packaging 

 

Assembly and Testing 

JMC Electronics Co., Ltd. 

LG Innotek Co., Ltd. 

 

Ardentec Corporation 

Advanced Semiconductor Engineering Inc. 

Stemco., Ltd.   Chipbond Technology Corporation
Chipbond Technology Corporation   Chipmore International Trading Company Ltd.
    ChipMOS Technologies Inc.
    Global Testing Corporation
    Greatek Electronics Inc.
    Jiangsu Changjiang Electronics Technology Co., Ltd.
    King Yuan Electronics Co., Ltd.
    Micro Silicon Electronics Corp.
    Nepes Corporation
    Orient Semiconductor Electronics Ltd.
    Taiwan IC Packaging Corporation
    LB Lusem Co., Ltd.
    Union Semiconductor Co., Ltd.
     
Chip Probe Testing                         
Ardentec Corporation    
Chipbond Technology Corporation    
Chipmore International Trading Company Ltd.    
ChipMOS Technologies Inc.    
Global Testing Corporation    

Greatek Electronics Inc. 

King Yuan Electronics Co., Ltd. 

   
Micro Silicon Electronics Corp.    

LB Semicon, Inc. 

Union Semiconductor Co., Ltd. 

YoungTek Electronics Corp. 

   

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Intellectual Property    

 

As of February 28, 2021, we held a total of 3,016 patents, including 1,390 in Taiwan, 927 in the United States, 594 in China, and 105 in other countries. The expiration dates of our patents range from 2021 to 2040. We also have a total of 89 pending patent applications in Taiwan, 157 in the United States and 304 in other jurisdictions, including the PRC, Japan, Korea and Europe. In addition, we have registered “Himax and logo” as trademarks in Taiwan, China, Europe, Singapore, Korea, Japan and the United States, as well as “EMZA VISUAL SENSE and logo” and “WISEEYE” as trademarks in Israel and the United States.

 

Competition

 

The market characteristics for our products are, in general, intensely competitive, characterized by continuous technological change, evolving industry standards, and declining average selling prices. We believe key factors that differentiate the competition in our industry include:

 

customer relations;

 

product performance;

 

design customization;

 

development time / product release;

 

product integration;

 

technical services;

 

manufacturing costs;

 

supply chain management;

 

timely delivery;

 

economies of scale; and

 

broad product portfolio.

 

We continually face intense competition from fabless display driver companies, including Fitipower Integrated Technology, Inc., FocalTech Systems Co., Ltd., Novatek Microelectronics Corp., Raydium Semiconductor Corporation, Sitronix Technology Co., Ltd., Silicon Works Co. Ltd., ESWIN, Chipone, Newvision, R DJ, Hisilicon and Synaptics Incorporated. We also face competition from integrated device manufacturers, such as Rohm Co., Ltd.

 

Some of our competitors, some of whom are affiliated or have established cross relationships with other panel manufacturers. Some have longer operating histories, or greater brand recognition, or significantly greater financial, manufacturing, technological, sales and marketing, human and other resources than we do. Additionally, we expect that as the flat panel semiconductor industry expands, more companies may enter and compete in our markets.

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For In-cell TDDI, we compete with Novatek Microelectronics Cop., Synaptics Inc., Focaltech System Co., Ltd., and Ilitek Corp.

 

For LCOS microdisplay products, we face competition from OmniVision, Jasper, Citizen, Syndiant, Kopin, Compound Photonics and RAONTECH. We also compete with alternative microdisplay technology providers such as Texas Instruments with DLP, Sony with Micro OLED and Bosch with scanning mirror.

 

For power ICs, we face competition from Taiwan companies including Richtek Technology Corp., Global Mixed-mode Technology Inc., Novatek Microelectronics Corp., Fitipower Integrated Technology Inc. We also compete with worldwide suppliers such as Silergy Corp., and Rohm Co., Ltd.

 

For CMOS image sensor products, our focus is on machine vision. Competition in this space is primarily from OmniVision Technologies Inc., Sony Corporation and Pixart Imaging Inc.

 

For wafer level optics products, we face competition primarily from Heptagon that was acquired by ams AG and certain new optical design houses from China, such as Angstrong Tech, Yuguang Science and Technology Development Co.

 

For 3D sensing, Himax is one of the few companies that can provide the one-stop solution though there are more companies attempting to jump into the game. ams AG and Orbbec will be the main competitors we face in the worldwide.

 

For ultralow power smart sensing WiseEye® total solution. The main competition is Qualcomm with its “Glance” device. Few additional small size companies develop AI base edge devises, such as Lattice, Eta Computing, Nuvoton, etc. However, Himax is the only vendor who can offer a truly in-house vertically integrated solution comprise with all three building blocks required by customers: CMOS sensor, purposely designed MCU and the AI algorithm.

 

Insurance

 

We maintain insurance policies on our buildings, equipment and inventories covering property damage and damage due to, among other events, fires, typhoons, earthquakes and floods. We maintain these insurance policies on our facilities and on transit of inventories. Additionally, we maintain director and officer liability insurance. We do not have insurance for business interruptions, nor do we have key person insurance.

 

Environmental Matters

 

Himax is required to ensure its products and is obligated to comply with valid regulations and governmental authorities’ regulatory directives in applicable jurisdictions on topic of Environmental Protection. Additionally, Himax Taiwan maintains a color filter facility and a wafer level optics facility and Himax Display maintains a facility for our LCOS products as well as Himax IGI operates under the designated facility related for 3D mask production, where we have taken the necessary steps to obtain the appropriate permits and believe that we are in compliance with the existing environmental laws and regulations in the ROC and US jurisdiction applicable. In addition, we have entered into various agreements with certain customers whereby we have agreed to indemnify them, and in certain cases, their customers, for any claims made against them for hazardous material violations that are found in our products.

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4.C. Organizational Structure

 

The following chart sets forth our corporate structure and ownership interest in each of our principal operating subsidiaries and affiliates as of February 28, 2021.

 

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The following table sets forth summary information for our subsidiaries as of February 28, 2021.

 

Subsidiary  Main Activities  Jurisdiction of
Incorporation
  Percentage of
Our Ownership
Interest
Himax Technologies Limited  IC design and sales  ROC   100.0%
Himax Technologies Korea Ltd.  IC design and sales  South Korea   100.0%
Himax Technologies (Samoa), Inc.  Investments  Samoa   100.0%(1)
Himax Technologies (Suzhou) Co., Ltd.  Sales and technical support  PRC   100.0%(2)
Himax Technologies (Shenzhen) Co., Ltd.  Sales and technical support  PRC   100.0%(2)
Himax Display, Inc.  LCOS and MEMS design, manufacturing and sales  ROC   82.7%(1)
Integrated Microdisplays Limited  LCOS design  Hong Kong   82.7%(3)
Himax Display (USA) Inc.  LCOS and MEMS design, sales and technical support  Delaware, USA   82.7%(3)
Himax Analogic, Inc.  IC design and sales  ROC   98.6%(1)
Himax Imaging, Inc.  Investments  Cayman Islands   100.0%
Himax Imaging, Ltd.  IC design and sales  ROC   96.9%(1)
Himax Imaging Corp.  IC design  California, USA   96.9%(4)
Himax Media Solutions, Inc.  ASIC service  ROC   99.2%(1)
Harvest Investment Limited  Investments  ROC   100.0%(1)
Himax Technologies Japan Ltd.  Sales  Japan   100.0%
Himax Semiconductor (Hong Kong) Limited  Investments  Hong Kong   100.0%
Liqxtal Technology Inc.  LC Lens design and sales  ROC   67.5%(1)
Himax IGI Precision Ltd.  3D micro and nano structure   mastering and prototype replication  Delaware, USA   100.0%(1)
Emza Visual Sense Ltd.  Visual sensors and efficient machine vision algorithm  Israel   100.0%(1)
CM Visual Technology Corp. (CMVT)  Omniwide film products design and sales  ROC   66.7%(1)

 

 

(1) Indirectly, through our 100.0% ownership of Himax Technologies Limited.

(2) Indirectly, through our 100.0% ownership of Himax Technologies (Samoa), Inc.

(3) Indirectly, through our 82.7% ownership of Himax Display, Inc.

(4) Indirectly, through our 96.9% ownership of Himax Imaging, Ltd.

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4.D. Property, Plants and Equipment

 

Our corporate headquarters are located at a 22,172 square meter facility within the Tree Valley Industrial Park in Tainan, Taiwan. We began construction of our new building, Fab 2, in March 2017, located nearby the current headquarters. The newly completed building, located at a 42,619 square meter facility, houses additional WLO capacity, the new active alignment equipment needed for our 3D sensing business and provide extra office space. The facilities house our research and development, engineering, sales and marketing, operations and general administrative staff.

 

We also lease office space in Taipei and Hsinchu, Taiwan; Suzhou, Shenzhen, Foshan, Beijing, Shanghai, Ningbo, Wuhan, Hefei, Xiamen, Chongqing, China; Tokyo, Japan; Asan-si and Bundang-gu, South Korea; Givatayim, Israel; and Irvine and Campbell, California and Minneapolis, Minnesota, USA. The lease contracts may be renewed upon expiration.

 

We have established under Himax Taiwan an in-house WLO facility for the key process of our products, with 1,171 square meters of floor space in a building leased from Innolux, which already produced and shipped over 50 million optics to tier-1 customer from 2010. We have also expanded certain facilities for LCOS and WLO products to accommodate new customers and new applications located at our headquarters in Tainan, Taiwan. In addition, Himax Taiwan owns and operates a fab with 1,431 square meters of floor space in a building leased from Innolux in Tainan, where it established an in-house color filter facility that commenced shipments from 2010. This in-house facility provides color filter for CMOS image sensor and LCOS products. The color filter line is a critical and unique process for our proprietary single-panel color LCOS microdisplays. An in-house color filter facility enhances the competitiveness of our color-filter LCOS microdisplays products and creates value for our customers.

 

ITEM 4A. UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The following discussion should be read in conjunction with our audited consolidated financial statements and their accompanying notes included elsewhere herein which are prepared in accordance with IFRS.

 

5.A. Operating Results

 

For discussion related to our financial condition, changes in financial condition, and the results of operations for 2019 compared to 2018, refer to Part I, Item 5. Operating and Financial Review and Prospects, in our Annual Report on Form 20-F for the fiscal year ended December 31, 2019, which was filed with the United States Securities and Exchange Commission on March 25, 2020.

 

Overview

 

We are a fabless semiconductor solution provider dedicated to display imaging processing technologies. We are a worldwide market leader in display driver ICs and timing controllers used in TVs, laptops, monitors, mobile phones, tablets, automotive, digital cameras, car navigation, virtual reality (VR) devices and many other consumer electronics devices. Additionally, we design and provide controllers for touch sensor displays, in-cell Touch and Display Driver Integration (TDDI) single-chip solutions, LED driver ICs, power management ICs, and LCOS micro-displays for augmented reality (AR) devices and head-up displays (HUD) for automotive. We also offer CMOS image sensors, wafer level optics for AR devices, 3D sensing and ultralow power smart sensing, which are used in a wide variety of applications such as mobile phone, tablet, laptop, TV, PC camera, automobile, security, medical devices, home appliance, AIoT, etc. For display drivers and display-related products, our customers are panel manufacturers, agents or distributors, module manufacturers and assembly houses. We also work with camera module manufacturers, optical engine manufacturers, and television system manufacturers for various non-driver products.

 

We commenced operations through our predecessor, Himax Taiwan, in June 2001. We must, among other things, continue to expand and diversify our customer base, broaden our product portfolio, maintain our leading technology position, achieve additional design wins and manage our costs to partially mitigate declining average selling prices and any other market risks in order to maintain our profitability. Moreover, we must continue to address the challenges of being a growing technology company, including hiring and retaining managerial, engineering, operational and financial personnel and implementing and improving our existing administrative, financial and operations systems.

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We operate primarily in a fabless business model that utilizes substantially third-party foundry and assembly and testing capabilities. We leverage our experience and engineering expertise to design high-performance semiconductors and rely largely on third-party semiconductor manufacturing service providers for wafer fabrication, gold bumping, assembly and testing with the exception of manufacturing of LCOS microdisplay, wafer level optics products and active alignment for 3D sensing, which we manufacture through our own factories. We are able to take advantage of the economies of scale and the specialization of our third-party semiconductor manufacturing service providers. Our primarily fabless model enables us to capture certain financial and operational benefits, including reduced manufacturing personnel, capital expenditures, fixed assets and fixed costs. It also gives us the flexibility to use the technology and service providers that are the most suitable for any given product. For LCOS microdisplay and wafer level optics products, our in-house factories enable us to protect our proprietary technologies and manufacturing expertise in the effort to further expand these businesses.

 

As our semiconductors are critical components of flat panel displays, our industry is closely linked to the trends and developments of the flat panel display industry, in particular, the TFT-LCD panel segment. The majority of our revenues in 2020 were derived from sales of display drivers that were eventually incorporated into TFT-LCD panels. We expect display drivers for TFT-LCD panels to continue to be our primary products. The TFT-LCD panel industry is intensely competitive and is vulnerable to cyclical market conditions. The average selling prices of TFT-LCD panels could decline for numerous reasons, which could in turn result in downward pricing pressure on our products. See “Item 3.D. Key Information—Risk Factors—Risks Relating to Our Financial Condition and Business—We derive the majority of our net revenues from sales to the TFT-LCD panel industry, which is highly cyclical and subject to price fluctuations. Such cyclicality and price fluctuations could negatively impact our business or results of operations.” The revenue expansion of our non-driver products as well as TFT-LCD product trending toward high resolution and any other new product introduction help to mitigate these risks.

 

Factors Affecting Our Performance

 

Our business, financial position and results of operations, as well as the period-to-period comparability of our financial results, are significantly affected by a number of factors, some of which are beyond our control, including:

 

average selling prices;

 

unit shipments;

 

product mix;

 

design wins;

 

cost of revenues and cost reductions;

 

supply chain management;

 

share-based compensation expenses; and

 

tax credits.

 

Average Selling Prices

 

Our performance is affected by the selling prices of each of our products. We price our products based on several factors, including manufacturing costs, life cycle stage of the product, competition, technical complexity of the product, size of the purchase order and our relationship with the customer. We typically are able to charge the highest price for a product when it is first introduced. Although from time to time we are able to raise our selling prices during times of supply constraints, our average selling prices typically decline over a product’s life cycle, which may be offset by changes in conditions in the semiconductor industry such as constraints in foundry capacity. For example, in 2020, the industry-wide tightening of foundry capacity has extended to backend facilities that include assembly and testing and appears to be a long-term phenomenon. Robust demand pushed foundry capacity constraints to a more severe level and rose higher material cost which in turn enabled higher average selling prices. The general trend in the semiconductor industry is for the average selling prices of semiconductors to decline over a product’s life cycle due to competition, production efficiencies, emergence of substitutes and technological obsolescence. Our cost reduction efforts also contribute to this decline in average selling prices. See “—Cost of Revenues and Cost Reductions.”

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Our average selling prices are affected by the size and bargaining power of our customers. As new China panel makers emerge in the marketplace and continue to expand their capacity, China panel makers’ bargaining power will increase accordingly, negatively impacting our average selling price. Our average selling prices are also affected by the packaging type our customers choose as well as the level of product integration. See “—Product Mix” below. Lastly, competition level affects our average selling prices as well. However, the impact of declining average selling prices on our profitability might be offset or mitigated to a certain extent by increased volume as lower prices may stimulate demand and thereby drive sales and TFT-LCD panel products trending toward higher resolution.

 

Unit Shipments

 

Our performance is also affected by the number of semiconductors we ship, or unit shipments. As our display drivers are critical components of flat panel displays, our unit shipments depend primarily on our customers’ panel shipments among other factors. Our unit shipments have grown since our inception primarily as a result of our increased market share with certain major customers and their increased shipments of panels. Our growth in unit shipments also reflected the demand for higher resolution panels which typically require more display drivers. However, the development of higher channel display drivers or new technologies, if successful, could potentially reduce the number of display drivers required for each panel while achieving the same resolution. If such technologies become commercially available, the market for our display drivers will be reduced and we could experience a decline in revenue and profit. Our unit shipments also depend on the capacity we can get from our foundry, assembly and testing house. Our growth was constrained by the severe foundry capacity shortage in 2020.

 

Product Mix

 

The proportion of our revenues that is generated from the sale of different product types, also referred to as product mix, also affects our average selling prices, revenues and profitability. Our display driver products vary depending on, among other things, the number of output channels, the level of integration and the package type. Variations in each of these specifications could affect the average selling prices of such products. For example, the trend for display drivers for use in large-sized panels is toward products with a higher number of channels, which typically command higher average selling prices than traditional products with a lower number of channels. However, panels that use higher-channel display drivers typically require fewer display drivers per panel. As a result, our profitability will be adversely affected to the extent that the decrease in the number of display drivers required for each panel is not offset by increased total unit shipments and/or higher average selling prices for display drivers with a higher number of channels. The level of integration of our display drivers also affects average selling prices, as more highly integrated chips typically have higher selling prices. Additionally, average selling prices are affected by changes in the package types used by our customers. For example, the chip-on-glass package type typically has lower material costs because no processed tape is required. Moreover, our different non-driver products vary in average selling prices and costs.

 

The proportion of non-driver business would also affect our financial position and results of operations. For the past three years, we have experienced operating losses from our non-driver business. This was partly due to low sales volume during these periods that led to insufficient revenue to fully cover expenses such as research and development and operating expenses. We expect, however, to ramp up the volume production and sales of our non-driver products in the future and generate positive operation income from such non-driver products. Typically, our non-driver products have higher gross margins as well as higher growth potential than our driver products, we expect the overall profit margin across our product platform to improve.

 

Design Wins

 

Achieving design wins is important to our business, and it affects our unit shipments. Design wins occur when a customer incorporates our products into their product designs. There are numerous opportunities for design wins, including, but not limited to, when panel manufacturers:

 

introduce new models to improve the cost and/or performance of their existing products or to expand their product portfolio;

 

establish new fabs and seek to qualify existing or new component suppliers; and

 

replace existing display driver companies due to cost or performance reasons.

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Design wins are not binding commitments by customers to purchase our products. However, we believe that achieving design wins is an important performance indicator. Our customers typically devote substantial time and resources to designing their products as well as qualifying their component suppliers and their products. Once our products have been designed into a system, the customer may be reluctant to change its component suppliers due to the significant costs and time associated with qualifying a new supplier or a replacement component. Therefore, we strive to work closely with current and prospective customers in order to anticipate their requirements and product roadmaps and achieve additional design wins.

 

Cost of Revenues and Cost Reductions

 

We strive to control our cost of revenues. Our cost of revenues as a percentage of total revenues in 2018, 2019 and 2020 was 76.7%, 79.5% and 75.1%, respectively. In 2020, as a percentage of Himax Taiwan’s total manufacturing costs, the cost of wafer fabrication was 47.6%, the cost of processed tape was 10.7%, the cost of assembly and testing was 41.1%, and overhead was 0.6%. Our cost of revenues may increase as a result of an increase in raw material prices, any failure to obtain sufficient foundry, assembly or testing capacity or any shortage of processed tape or failure to improve our manufacturing utilization rate or production yield. As a result, our ability to manage our wafer fabrication costs, costs for processed tape, assembly and testing costs and our manufacturing utilization rate or production yield is critical to our performance. In addition, to mitigate declining average selling prices, we aim to reduce unit costs by, among other things:

 

improving product design (e.g., having smaller die size allows for a larger number of dies on each wafer, thereby reducing the cost of each die);

 

improving manufacturing yields through our close collaboration with our semiconductor manufacturing service providers and in our in-house manufacturing facilities; and

 

achieving better pricing from a diversified pool of semiconductor manufacturing service providers and suppliers, reflecting our ability to leverage our scale, volume requirements and close relationships as well as our strategy of sourcing from multiple service providers and suppliers.

 

Supply Chain Management

 

Due to the competitive nature of the flat panel display industry and our customers’ need to maintain high capacity utilization in order to reduce unit costs per panel, any delays in the delivery of our products could significantly disrupt our customers’ operations. To deliver our products on a timely basis and meet the quality standards and technical specifications our customers require, we must have assurances of high-quality capacity from our semiconductor manufacturing service providers. We therefore strive to manage our supply chain by maintaining close relationships with our key semiconductor manufacturing service providers and strive to provide credible forecasts of capacity demand and seek for new manufacturing service providers in case of any manufacturer’s capacity shortage. Any disruption to our supply chain could adversely affect our performance and could result in a loss of customers as well as potentially damage our reputation.

 

Share-Based Compensation Expenses

 

Our results of operations have been affected by, and we expect our results of operations to continue to be affected by, our share-based compensation expenses, which consist of charges taken relating to grants of mainly RSUs as well as stock options and non-vested shares to employees.

 

Restricted Share Units (RSUs). We adopted two long-term incentive plans in October 2005 and September 2011, respectively, which permit the grant of options or RSUs to our employees and non-employees where each unit represents two ordinary shares. The actual awards will be determined by our compensation committee. The 2005 plan was terminated in October 2010. We recognized share-based compensation expenses regarding RSUs under the long-term incentive plan totaling $4.1 million, $0.1 million and $4.8 million in 2018, 2019 and 2020, respectively. Of the total share-based compensation expenses recognized, $3.8 million, nil and $4.8 million in 2018, 2019 and 2020, respectively, were settled in cash. We measure and recognize compensation expense for all share-based payments at fair value.

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Set forth below is a summary of our historical share-based compensation plans for the years ended December 31, 2018, 2019 and 2020 as reflected in our consolidated financial statements. However, we did not grant RSUs in 2019 but granted stock options to employees instead.

 

We made grants of 597,596 RSUs to our employees on September 25, 2015. The vesting schedule for such RSU grants is as follows: 94.15% of the RSU grants vested immediately and were settled by cash in the amount of $4.5 million on the grant date, with the remainder vesting equally on each of September 30, 2016, 2017 and 2018, which will be settled by our ordinary shares, subject to certain forfeiture events.

 

We made grants of 1,208,785 RSUs to our employees on September 28, 2016. The vesting schedule for such RSU grants is as follows: 91.93% of the RSU grants vested immediately and were settled by cash in the amount of $9.2 million on the grant date, with the remainder vesting equally on each of September 30, 2017, 2018 and 2019, which will be settled by our ordinary shares, subject to certain forfeiture events.

 

We made grants of 580,235 RSUs to our employees on September 29, 2017. The vesting schedule for such RSU grants is as follows: 96.91% of the RSU grants vested immediately and were settled by cash in the amount of $6.1 million on the grant date, with the remainder vesting equally on each of September 30, 2018, 2019 and 2020, which will be settled by our ordinary shares, subject to certain forfeiture events.

 

We made grants of 676,273 RSUs to our employees on September 26, 2018. The vesting schedule for such RSU grants is as follows: 97.15% of the RSU grants vested immediately and were settled by cash in the amount of $3.8 million on the grant date, with the remainder vesting equally on each of September 30, 2019, 2020 and 2021, which will be settled by our ordinary shares, subject to certain forfeiture events.

 

We made grants of 1,402,714 RSUs to our employees on September 28, 2020. The vesting schedule for such RSU grants is as follows: 98.68% of the RSU grants vested immediately and were settled by cash in the amount of $4.8 million on the grant date, with the remainder vesting equally on each of September 30, 2021, 2022 and 2023, which will be settled by our ordinary shares, subject to certain forfeiture events.

 

The amount of share-based compensation expense with regard to the RSUs granted to our employees on September 25, 2015, September 28, 2016, September 29, 2017, September 26, 2018 and September 28, 2020 was $7.92 per ADS, $8.30 per ADS, $10.93 per ADS, $5.76 per ADS and $3.44 per ADS, respectively, which was based on the trading price of our ADSs on that day.

 

Employee stock options. We made grants of 2,226,690 units of stock option to purchase 2,226,690 units ADS to certain employees at an exercise price of $2.27 on September 30, 2019. The vesting schedule was that 50% of the options vest half year after the date of grant and 50% of the options vest one year after the date of grant. During 2020, 114,500 units, 39,000 units and 10,000 units of stock option to purchase 114,500 units, 39,000 units and 10,000 units ADS were grant to certain employees at an exercise price of $2.74, $3.9 and $3.35 on March 31, 2020, August 11, 2020 and September 25, 2020, respectively. The options granted in 2020 were fully vested on October 1, 2020. We recognized share-based compensation expenses regarding stock options under the long-term incentive plan totaling $0.3 million and $0.6 million in 2019 and 2020, respectively.

 

Tax Credits

 

Our results of operations have been affected by, and we expect our results of operations to continue to be affected by, tax credits available to us.

 

The Statute for Industrial Innovation entitles companies to tax credits for qualifying research and development expenses related to innovation activities but limits the amount of tax credit to only up to 15% of the total qualifying 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 tax credits provided under the Statute for Industrial Innovation may not be carried forward.

 

Based on the amendments to the above, effective from January 1, 2016 to December 31, 2019, further extended to December 31, 2029, if companies choose to extend the tax credits to three years, the tax credit rate will be 10% of the total qualifying research and development expenditure for the current year and subject to a cap of 30% of the income tax payable for each year.

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Description of Certain Statements of Profit or Loss Line Items

 

Revenues

 

Historically, we have generated revenues from sales of display drivers for large-sized applications and display drivers for small and medium-sized applications. In addition, our product portfolio includes operational amplifiers, timing controllers, touch controller ICs, LCOS microdisplay, power management ICs, CMOS image sensors, 3D sensing, ultralow power smart sensing, wafer level optics products and ASIC service.

 

Revenues from large-sized application totaled $240.8 million in 2020, a mild increase of 1.5% year-over-year, representing 27.1% of our total revenues, as compared to 35.3%  of our total revenues in 2019. During the Covid-19 pandemic, the surge in IT demand boosted the sales of monitor display drivers and notebook display drivers. TV sales, however, declined due to weakness in the global TV market which was negatively impacted by the Covid-19 outbreak.

 

Revenues from small and medium-sized applications totaled $515.7 million in 2020, the highest growth of 67.7% year-over-year, representing 58.1% we saw of our total revenues, as compared to 45.8% of our total revenues in 2019. As leading Android tablet brands all adopted our TDDI solutions and global smartphone sales rebounded, we saw the extraordinary business momentum for both product areas in 2020.

 

Revenues from non-driver products totaled $130.8 million in 2020, an increase of 2.9% year-over-year, representing 14.8% of our total revenues, as compared to 18.9% of our total revenues a year ago. The year-over-year increase was mainly from TCON amidst the growing need for high frame rate and high-resolution displays, and CIS due to the continuous strong demand in notebook and web camera for work-from-home and online education. This increase was offset by WLO, as the legacy product of an anchor customer gradually decreased.

 

The following table sets forth, for the periods indicated, our revenues by amount and our revenues as a percentage of revenues by each product line:

 

   Year Ended December 31, 
   2018   2019   2020 
   Amount   Percentage of
Revenues
   Amount   Percentage of
Revenues
   Amount   Percentage of
Revenues
 
                         
   (in thousands, except percentages) 
Display drivers for large-sized applications   $260,540    36.0   $237,276    35.3   $240,789    27.1 
Display drivers for small and medium-sized applications    325,718    45.0    307,451    45.8    515,733    58.1 
Non-driver products(1)    137,347    19.0    127,108    18.9    130,760    14.8 
Total   $723,605    100.0   $671,835    100.0   $887,282    100.0 

 

 

Note:(1)  Includes, among other things, timing controllers, touch controller ICs, LCOS projector solutions, power management IC, CMOS image sensors, programmable gamma OP, wafer level optics (WLO) products, NRE incomes, and ASIC service.

 

A limited number of customers account for substantially all our revenues. For example, Customer A and its affiliates accounted for 28.1%, 29.5% and 32.6% of our revenues in 2018, 2019 and 2020, respectively. Customer B and its affiliates accounted for 12.6%, 8.9% and 6.6% of our revenues in 2018, 2019 and 2020, respectively. Customer C accounted for 5.7%, 5.6% and 12.7% of our revenues in 2018, 2019 and 2020, respectively.

 

   Year Ended December 31, 
   2018   2019   2020 
   Amount   Percentage of
Revenues
   Amount   Percentage of
Revenues
   Amount   Percentage of
Revenues
 
                         
   (in thousands, except percentages) 
Customer A and its affiliates   $202,995    28.1   $198,430    29.5   $289,663    32.6 

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   Year Ended December 31, 
   2018   2019   2020 
   Amount   Percentage of
Revenues
   Amount   Percentage of
Revenues
   Amount   Percentage of
Revenues
 
                         
   (in thousands, except percentages) 
Customer B and its affiliates    90,844    12.6    59,781    8.9    58,345    6.6 
Customer C    41,605    5.7    37,631    5.6    112,504    12.7 
Others    388,161    53.6    375,993    56.0    426,770    48.1 
Total   $723,605    100.0   $671,835    100.0   $887,282    100.0 

 

The global TFT-LCD panel market is highly concentrated, with only a limited number of TFT-LCD panel manufacturers producing large-sized TFT-LCD panels in high volumes. We sell large-sized panel display drivers to many of these TFT-LCD panel manufacturers. Our revenues, therefore, will depend on our ability to capture an increasingly larger percentage of each panel manufacturer’s display driver requirements. The sales to panel makers in China have become a significant portion of our revenue due to the Chinese panel maker business expansion which started in 2011. We derive substantially all of our revenues from sales to Asia-based customers whose end products are sold worldwide. In 2018, 2019 and 2020, approximately 23.2%, 19.2% and 13.9% of our revenues, respectively, were from customers headquartered in Taiwan and approximately 66.4%, 70.3% and 79.7% of our revenues, respectively, were from customers headquartered in China. We believe that substantially all of our revenues will continue to be from customers located in Asia, where almost all of the TFT-LCD panel manufacturers and mobile device module manufacturers are located. As a result of the regional customer concentration, we expect to continue to be subject to economic and political events and other developments that affect our customers in Asia. A substantial majority of our sales invoices are denominated in U.S. dollars.

 

Costs and Expenses

 

Our costs and expenses consist of cost of revenues, research and development expenses, general and administrative expenses, sales and marketing expenses and share-based compensation expenses. Costs would be greatly affected by product mix.

 

Cost of Revenues

 

The principal items of our cost of revenues are:

 

cost of wafer fabrication;

 

cost of processed tape used in TAB packaging;

 

cost of gold bumping, assembly and testing; and

 

other costs and expenses.

 

We outsource the manufacturing of our semiconductors and semiconductor solutions to semiconductor manufacturing service providers. The costs of wafer fabrication, gold bumping, assembly and testing depend on the availability of capacity and demand for such services. The wafer fabrication industry, in particular, is highly cyclical, resulting in fluctuations in the price of processed wafers depending on the available foundry capacity and the demand for foundry services.

 

Research and Development Expenses

 

Research and development expenses consist primarily of research and development employee salaries, including related employee welfare costs, costs associated with prototype wafers, processed tape, masks, molding and tooling sets and depreciation on research and development equipment. We expect to continue increasing our spending on research and development in absolute dollar amounts in the future as we continue to increase our research and development headcount and associated costs to pursue additional product development opportunities. As a percentage of revenues, our research and development expenses in 2018, 2019 and 2020 were 17.0%, 17.1% and 13.8%, respectively.

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General and Administrative Expenses

 

General and administrative expenses consist primarily of salaries of general and administrative employees, including related employee welfare costs, depreciation on buildings, office furniture and equipment and professional fees. We anticipate that our general and administrative expenses will increase in absolute dollar amounts as we expand our operations, hire additional administrative personnel, incur depreciation expenses in connection with the increase in office equipment and Fab 2, and incur additional compliance costs required of a publicly listed company in the United States.

 

Sales and Marketing Expenses

 

Our sales and marketing expenses consist primarily of salaries of sales and marketing employees, including related employee welfare costs, travel expenses and product sample costs. We expect that our sales and marketing expenses will increase in absolute dollar amounts over the next several years. However, we believe that as we continue to achieve greater economies of scale and operating efficiencies, our sales and marketing expenses may decline over time as a percentage of our revenues.

 

Share-Based Compensation Expenses

 

Our share-based compensation expenses consist of various forms of share-based compensation that we have historically issued to our employees and consultants, as well as share-based compensation issued to employees, directors and service providers under our 2005 and 2011 long-term incentive plans. The 2005 plan was terminated in October 2010. We allocate such share-based compensation expenses to the applicable cost of revenues and expense categories as related services are performed. See note 20 to our consolidated financial statements. Under the long-term incentive plan, we granted RSUs on December 30, 2005 to our employees and directors and again on September 29, 2006, September 26, 2007, September 29, 2008, September 28, 2009, September 28, 2010, September 28, 2011, September 26, 2012, September 26, 2013, September 26, 2014, September 25, 2015, September 28, 2016, September 29, 2017, September 26, 2018 and September 28, 2020 to our employees. We did not grant RSUs in 2019 but granted stock options to employees instead. Share-based compensation expenses recorded regarding RSUs under the long-term incentive plan totaled $4.1 million, $0.1 million and $4.8 million in 2018, 2019 and 2020, respectively. Share-based compensation expenses recorded regarding stock options under the long-term incentive plan totaled $0.3 million and $0.6 million in 2019 and 2020, respectively.

 

Income Taxes

 

Since we and our direct and indirect subsidiaries are incorporated in different jurisdictions, we file separate income tax returns. Under the current laws of the Cayman Islands, we are not subject to income or capital gains tax. Additionally, dividend payments made by us are not subject to withholding tax in the Cayman Islands. However, if the relevant bylaws of the PEM rules have been adequately enacted and properly advocated, we may be determined to be within the territory of the ROC and our income tax shall be levied in accordance with the Income Tax Act and relevant tax regulations. Therefore, dividend payments made by us would be subject to withholding tax in the ROC. We recognize income taxes at the applicable statutory rates in accordance with the jurisdictions where our subsidiaries are located and as adjusted for certain items including accumulated losses carried forward, non-deductible expenses, research and development tax credits, as well as changes in our deferred tax assets and liabilities.

 

On December 22, 2017, the U.S. President Trump signed into law H.R. 1, known as the “Tax Cuts and Jobs Act” that significantly changes the United States federal income tax system. Among a number of significant changes to the current United States federal income tax rules, the Tax Cuts and Jobs Act reduces the marginal United States corporate income tax rate from 35% to 21%, limits the deduction for net interest expense, shifts the United States toward a more territorial tax system, and imposes new taxes to combat erosion of the United States federal income tax base. The Company does not expect the Tax Cuts and Jobs Act to have a material effect on the Company’s results of operations.

 

Critical Accounting Policies and Estimates

 

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements in accordance with IFRS.

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Inventory

 

Inventories are stated at the lower of cost and net realizable value, and we use judgment and estimate to determine the net realizable value of inventory at the end of each reporting period. Due to the rapid technological changes, we estimate the net realizable value of inventory for obsolescence and unmarketable items at the end of reporting period and then writes down the cost of inventories to net realizable value. The net realizable value of the inventory is mainly determined based on assumptions of future demand within a specific time horizon. The inventory write-downs in 2018, 2019 and 2020 were approximately $17.7 million, $25.4 million and $11.9 million, respectively, and were included in cost of revenues in our consolidated statements of profit or loss.

 

Impairment of Non-financial Assets other than Goodwill

 

We routinely review our non-financial assets at the reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. However, due to the cyclical nature of our industry and changes in our business strategy, market requirements, or the needs of our customers, we may not always be in a position to accurately anticipate declines in the utility of our equipment or acquired technology until they occur. Although we have the recurring losses in non-Driver product segment, we remain positive on the long-term prospect of our non-Driver product segment, judging by the expanding customer list that covers some of the world’s biggest tech names, and the busy engineering activities going on with such customers. For the years ended December 31, 2018, 2019 and 2020, we did not recognize any impairment loss on non-financial assets.

 

Goodwill

 

We evaluate goodwill for impairment at least annually, or more frequently when there is an indication that the cash-generating unit (CGU) may be impaired. For the purpose of impairment testing, goodwill is allocated to each of the Company’s CGU or groups of CGU that are expected to benefit from the synergies of the combination. If the recoverable amount of a CGU is less than its carrying amount, the difference is allocated first to reduce the carrying amount of any goodwill allocated to such CGU and then to the other assets of the CGU pro rata based on the carrying amount of each asset in the CGU. Any impairment loss for goodwill is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

 

The recoverable amount is the higher of fair value less costs of disposal and value in use. The assessment of impairment of goodwill requires management to make subjective judgment to determine the identified CGU, allocate the goodwill to relevant CGU and estimate the recoverable amount of relevant CGU. In the process of estimating the recoverable amount of relevant CGU, management is required to make subjective judgments in determining the discounted rate, the terminal growth rate, the independent cash flows, useful lives, expected future revenue and expenses related to the CGU.

 

As of December 31, 2019 and 2020, goodwill in Driver IC CGU and WLO CGU was $26,846 thousand and $1,292 thousand, respectively. For the years ended December 31, 2018, 2019 and 2020, we did not recognize any impairment loss on goodwill.

 

Income Taxes

 

According to the ROC Income Tax Act, dividends distributed by a Taiwan company to its foreign shareholders are subject to ROC withholding tax, currently at the rate of 21% on the amount of the distribution in the case of cash dividends or on the par value of the ordinary shares in the case of stock dividends. The surtax rate for undistributed earnings is currently 5%. However, surtax paid on undistributed earnings can no longer be used to offset against the withholding tax imposed on the dividend distributed to foreign shareholders.

 

As of December 31, 2020, we have not provided for retained earnings tax on the undistributed earnings of approximately $640.5 million of our subsidiaries since we have specific plans to reinvest these earnings indefinitely. The undistributed earnings in our foreign subsidiaries are mainly from Himax Taiwan totaling approximately $639.4 million as of December 31, 2020. We intend to use accumulated and future earnings of Himax Taiwan to expand operations in Taiwan.

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However, a deferred tax liability will be recognized when the Taiwanese company can no longer demonstrate that it plans to reinvest indefinitely these undistributed earnings. This amount becomes taxable when we execute other investments, share buybacks or shareholder dividends to be funded by cash distribution by our foreign subsidiaries. It is not practicable to estimate the amount of additional taxes that might be payable on such undistributed earnings.

 

We are a holding company located in the Cayman Islands and have paid dividends and repurchased outstanding shares. To fund such dividends and repurchases, in the past years, we have received cash from bank loans and from Himax Taiwan through intercompany borrowings instead of dividends distributed by Himax Taiwan.

 

As part of the process of preparing our consolidated financial statements, our management is required to estimate income taxes and tax bases of assets and liabilities for us and our subsidiaries. This process involves estimating current tax exposure together with assessing temporary differences resulting from differing treatments of items for tax and accounting purposes and the amount of tax credits and tax loss carry-forward. These differences result in deferred tax assets and liabilities, which are included in the consolidated statements of financial position. Management must then assess deferred tax assets at each reporting date and reduce to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.

 

Consolidated Results of Operations

 

The following table sets forth a summary of our consolidated statements of profit or loss as a percentage of revenues:

 

   Year Ended December 31, 
   2018   2019   2020 
Revenues    100.0%   100.0%   100.0%
Costs and expenses:               
Cost of revenues    76.7    79.5    75.1 
Research and development    17.0    17.1    13.8 
General and administrative    2.9    3.5    2.7 
Sales and marketing    2.9    2.6    1.9 
Total costs and expenses    99.5    102.7    93.5 
Operating income (loss)    0.5    (2.7)   6.5 
Non-operating income (loss)     0.5    0.4    (0.1)
Income tax expense     0.2    0.1    1.3 
Profit (loss) for the year    0.8    (2.4)   5.1 
Loss attributable to noncontrolling interests    0.4    0.4    0.2 
Profit (loss) attributable to Himax stockholders    1.2    (2.0)   5.3 

 

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019

 

Revenues. Our revenues increased by 32.1% to $887.3 million in 2020 from $671.8 million in 2019. The increase was attributable mainly to the highest growth of 67.7% in revenues from small and medium-sized applications to $515.7 million in 2020 from $307.4 million in 2019. The increase in demand for these products was driven by the new stay-at-home environment during the Covid-19 pandemic outbreak. From a year-over-year perspective, both tablet and smartphone demonstrated extraordinary sales growth, yet growth was constrained by the severe foundry capacity shortage. Revenues from display drivers for large-sized application totaled $240.8 million in 2020, a mild increase of 1.5% year-over-year. During the Covid-19 pandemic, the surge in IT demand boosted our sales of monitor display drivers and notebook display drivers. TV sales, however, declined year-over-year due to weakness in the global TV market which was negatively impacted by the Covid-19 outbreak. Revenues from non-driver products increased to $130.8 million in 2020 from $127.1 million in 2019, an increase of 2.9% year-over-year. The year-over-year increase was mainly from TCON amidst the growing need for high frame rate and high-resolution displays, and CIS due to the continuous strong demand in notebook and web camera for work-from-home and online education. This increase was offset by WLO, as the legacy product of an anchor customer gradually decreased.

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Costs and Expenses. Costs and expenses increased by 20.2% to $829.4 million in 2020 from $690.1 million in 2019. As a percentage of revenues, costs and expenses decreased to 93.5% in 2020 compared to 102.7% in 2019.

 

Cost of Revenues. Cost of revenues increased to $666.5 million in 2020 from $533.9 million in 2019. The increase in cost of revenues was due primarily to a 5.4% increase in unit shipments in 2020, as compared to 2019. Inventory write-downs, which are included in cost of revenues, decreased to $11.9 million in 2020 from $25.4 million in 2019. As a percentage of revenues, cost of revenues decreased to 75.1% in 2020 from 79.5% in 2019.

 

Research and Development. Research and development expenses increased by 6.4% to $122.3 million in 2020 from $114.9 million in 2019. This increase was primarily attributable to increase in the salary expense, cash bonus, RSU compensation and tape out expense. The increase in salary expense was primarily attributable to NT dollar appreciation against US dollar as we pay the bulk of our employee salaries in NT dollars.

 

General and Administrative. General and administrative expenses increased by 1.0% to $23.9 million in 2020 from $23.7 million in 2019, primarily as a result of increases in salary expense and RSU compensation.

 

Sales and Marketing. Sales and marketing expenses decreased by 5.8% to $16.7 million in 2020 from $17.6 million in 2019. This decrease was primarily attributable to decreases in the travel expense but partially offset by higher salary expense and RSU compensation.

 

Non-Operating Income (loss). We had net non-operating loss of $1.1 million in 2020 compared to net non-operating income of $2.5 million in 2019. We recognized change in fair value of financial assets at fair value through profit or loss of $0.5 million in 2020 and $3.7 million in 2019, respectively.

 

Income Tax Expense. Our income tax expense increased to $11.7 million in 2020 from $0.4 million in 2019. Our effective income tax rate increased to 20.6% from (2.6%) in 2019. The increase in our effective income tax rate was primarily attributable to the increase in pre-tax profit $56.9 million in 2020 from pre-tax loss $15.8 million in 2019.

 

Profit for the year. As a result of the foregoing, our profit for the year of $45.2 million in 2020, versus our loss for the year was $16.2 million in 2019, and profit attributable to Himax stockholders of $47.1 million in 2020, versus loss attributable to Himax stockholders was $13.6 million in 2019.

 

Segment Results

 

The following table sets forth the revenues and operating results for our reportable segments for the periods indicated:

 

   Year Ended December 31, 
   2018   2019   2020 
             
   (in thousands) 
Segment Revenues                
Driver IC   $586,258   $544,727   $756,522 
Non-Driver Products    137,347    127,108    130,760 
Total   $723,605   $671,835   $887,282 

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   Year Ended December 31, 
   2018   2019   2020 
             
   (in thousands) 
Segment Operating Income (loss)    
Driver IC   $56,023   $29,070   $98,687 
Non-Driver Products    (52,638)   (47,377)   (40,761)
Total   $3,385   $(18,307)  $57,926 

 

Driver IC Segment

 

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019

 

Segment revenues. Our revenues from the Driver IC segment increased by 38.9% to $756.5 million in 2020 from $544.7 million in 2019. The increase was mainly from the higher growth of 67.7% in display drivers for small and medium-sized applications with sales totaling $515.7 million.

 

Segment operating income. Operating income from the Driver IC segment increased to $98.7 million in 2020 from $29.1 million in 2019. This increase was primarily attributable to an increase in revenues in 2020 as compared to 2019 and higher gross margin.

 

Non-Driver Products Segment

 

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019

 

Segment revenues. Our revenues from the Non-Driver Products segment increased by 2.9% to $130.8 million in 2020 from $127.1 million in 2019. The year-over-year increase was mainly from TCON and CIS but partially offset by WLO decreased.

 

Segment operating loss. Operating loss from the Non-Driver Products segment decreased to $40.8 million in 2020 from $47.4 million in 2019. The operating loss decreases was attributable mainly to the increase in revenues and higher gross margin.

 

5.B. Liquidity and Capital Resources

 

We need cash primarily for technology advancement, capacity expansion, paying dividends and working capital. We have historically been able to meet our cash requirements through cash flow from operations and borrowings to pay dividends.

 

As of December 31, 2020, we had total current assets of $694.4 million, total current liabilities of $352.2 million and cash and cash equivalents of $184.9 million. As of December 31, 2020, we had short-term secured borrowings of $104.0 million with cash and time deposits of $104.0 million as collateral, and long-term unsecured borrowings of $58.5 million, of which $6.0 million was current portion. For enhancing the guaranty, our land, building and improvements of Fab 2 totaling $71.1 million were pledged as collateral for the long-term unsecured borrowings. As of December 31, 2020, we had total unused short-term credit lines of $280.9 million, of which $21.1 million will expire before the end of March 2021, and $193.0 million belonging to the parent company needs to be secured with equal amount of cash and time deposits when borrowing money from banks. Besides, we had unused long-term credit lines of $40 million. We believe that our existing short-term and long-term credit lines, together with cash generated from our operations, are sufficient to liquidity needs. We expect to meet our present working capital requirements through cash flow from operations and bank borrowings from time to time.

 

The following table sets forth a summary of our cash flows for the periods indicated:

 

   Year Ended December 31, 
   2018   2019   2020 
             
   (in thousands) 
Net cash provided by operating activities   $4,009   $7,656   $102,610 
Net cash used in investing activities    (38,266)   (47,767)   (22,365)
Net cash provided by financing activities    2,801    35,261    3,261 
Net increase (decrease) in cash and cash equivalents    (31,586)   (5,382)   83,883 
Cash and cash equivalents at beginning of period    138,023    106,437    101,055 
Cash and cash equivalents at end of period    106,437    101,055    184,938 

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Operating Activities. Net cash provided by operating activities in 2020 was $102.6 million compared to $7.7 million in 2019. This increase in net cash provided by operating activities in 2020 was mainly due to improved profitability in 2020 compared to 2019.

 

Investing Activities. Net cash used in investing activities in 2020 was $22.4 million compared to $47.8 million in 2019. This decrease in net cash used in investing activities was due primarily to decrease in acquisition of property, plant and equipment in 2020 compared to 2019 but partially offset by higher refundable deposits in 2020 compared to 2019.

 

Financing Activities. Net cash provided by financing activities in 2020 was $3.3 million compared to $35.3 million in 2019. This decrease was due primarily to a decrease in unsecured borrowings $35.9 million in 2020 compared to 2019. Our liquidity could be negatively impacted by a decrease in demand for our products that are subject to rapid technological change, among other factors, which could result in revenue variability in future periods. In addition, we have at times agreed to extend the payment terms for certain of our customers. The extension of payment terms for our customers could adversely affect our cash flow, liquidity and our operating results. Our subsidiaries’ ability to distribute dividends and other payments to us may be limited by ROC regulations. See “Risk Factors — Risks Related to Our Holding Company Structure — Our ability to receive dividends and other payments or funds from our subsidiaries may be restricted by commercial, statutory and legal restrictions, and thereby materially and adversely affect our ability to grow, fund investments, make acquisitions, pay dividends and otherwise fund and conduct our business.”

 

Our capital expenditures were incurred primarily in connection with the purchase of property and equipment. Our capital expenditures totaled $49.7 million, $45.9 million and $5.8 million in 2018, 2019 and 2020, respectively, higher than usual capital expenditure due to our Fab 2 construction and WLO capacity expansion in 2018 and 2019. Capital expenditures of $5.8 million in 2020 was mainly for design tools and R&D related equipment related to our traditional IC design business.

 

The capex budget will be funded through our internal resources and banking facilities, if so needed. We will continue to make capital expenditures to meet the expected growth of our operations. We believe that our working capital and borrowings under our existing and future credit lines should be sufficient for our present requirements.

 

5.C. Research and Development

 

Our research and development efforts focus on improving and enhancing our core technologies and know-how relating to the semiconductor solutions we offer to the flat panel display industry. In particular, we have committed a significant portion of our resources to the research and development of non-driver products because we believe in the long-term business prospects of such products and are committed to continuing to diversify our product portfolio. Although a significant portion of the resources at our integrated circuit design center are invested in advanced research for future products, we continue to invest in improving the performance and reducing the costs of our existing products. Our application engineers, who provide on-system verification of semiconductors and product specifications, and field application engineers, who provide on-site engineering support at our customers’ offices or factories, work closely with panel manufacturers to co-develop display solutions for their electronic devices. In 2018, 2019 and 2020, we incurred research and development expenses of $123.0 million, $114.9 million and $122.3 million, respectively, representing 17.0%, 17.1% and 13.8% of our revenues, respectively.

 

5.D. Trend Information

 

2020 has been a challenging year for both Himax and the world. Uncertainty in the global economy brought by Covid-19 overshadowed the marketplace with management of logistics, including worldwide customs operations in various ports, and the supply chain were impacted significantly. Despite these dramatic headwinds, we saw positive momentum and a strong outlook as many countries reopened following a long period of lockdown. As a result, we delivered a strong financial result compared to 2019 as our business rebounded strongly throughout the second half of 2020 with fresh demands brought by the new stay-at-home economy. The upbeat of gross margin in fourth quarter of 2020, on the other hand, is a reflection of the industry-wide tight foundry capacity that we can implement better pricing strategy and product mix to customers.

 

Against the backdrop of Covid-19 and US sanctions on China brought turbulence to the market, our small/medium driver IC segment posted the highest growth among our three major product categories in 2020 as leading Android tablet brands adopted our TDDI solutions and global smartphone sales rebounded. On the supply side, Himax and some of our major panel customers were already seeing foundry capacity shortage of 8-inch and 12-inch silicon wafers for display driver ICs as industry-wide capacity shortage appears to be a long-term phenomenon and the overall semiconductor industry supply will not have any significant increase any time soon. Himax is also experiencing major foundry supply shortage in quite a few business areas, including TDDI and DDIC for smartphone, tablet and automotive applications as well as CMOS. Robust demand pushed foundry capacity constraints to a more severe level and has extended to backend facilities that include assembly and testing. In anticipation of this, we engaged early with foundries and have succeeded in securing more capacity for 2021 as compared to the level of fourth quarter of 2020 when we reached the recent peak quarterly shipment.

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Large-sized Display Driver IC Segment

 

Sensing strong signs of panel price recovery, panel makers began to increase production starting the third quarter of 2020. During the Covid-19 pandemic, the surge in IT demand boosted our sales of monitor and notebook display drivers. Our TV sales declined as global TV market was negatively impacted by the Covid-19 outbreak in 2020. We saw customers proceeding with aggressive promotion in high-resolution models, that require high end drivers and TCON, in anticipation of sustained strong demand for home entertainment during the Covid-19 pandemic. However, our display driver IC and TCON shipments are still capped by supply shortage in foundry and packaging, despite firm demand from strong consumer spending and home entertainment demand.

 

Small and Medium-Sized Display Driver IC Segment

 

In this segment, our TDDI product roadmap as well as new design-wins with end customers and a foundry capacity advantage have positioned Himax to gain market share. TDDI for both tablet and smartphone posted extraordinary sales growth especially in the second half of 2020. In the first quarter of 2021, we see continuous strong TDDI sales with demand still surpassing supply. Foundry capacity remains a major issue that adversely impacts our shipping capability. With smartphone and tablet sharing the same foundry pool, we strategically allocate capacity to the products where we are the dominant or sole supplier.

 

Tablet was one of our top sales contributors in 2020 thanks largely to the fast rising TDDI penetration for Android names and the strong demand driven by the stay-at-home economy. To further broaden our product offering and solidify our market position, our tablet TDDI has moved toward higher frame rate, higher resolution and larger screen sized solutions. We have also enhanced touch accuracy through our leading active stylus design for better-quality handwriting and drawing.

 

As expected, our traditional discrete driver IC sales into smartphone continue its declining trend in 2020 as the market is being quickly replaced by TDDI and AMOLED. Himax is highly committed to AMOLED technology. Our development started from smartphone, and has extended to wearable, tablet and automotive. We have some encouraging progresses with leading Chinese panel makers and will report in due course. We believe AMOLED driver IC will soon become one of the major growth drivers for our small and medium panel driver IC business.

 

In the automotive display segment, the number of displays per vehicle continues to rise as the overall automobile market recovered from the third quarter 2020, despite the global shortage of semiconductor components has brought great challenges to the world’s automotive industry. As most of the world’s lockdown periods end, tightening foundry capacity, combined with the sudden surge in orders due to pent-up demand, have left the industry facing an even more severe shortage compared to other sectors. Customers now rely on “just in time” delivery of IC components to preserve production. In consideration of unceasing sales demand amidst tight capacity shortage, we worked strategically with panel makers, tier-1 and end customers, across different continents, and have secured an enlarged volume of foundry capacity while managing swift production adjustments to meet customers’ production schedules. By offering supportive logistics, we hope to further our relationship with customers, who can in return help accelerate our new technology into their new models going forward.

 

With electric vehicles quickly emerging as the “next big thing”, we see the car market embracing new display technologies and shifting towards larger, more sophisticated and higher performing displays like never before. Already the market leader in automotive display driver business, we foresee further market share gains in the coming years in this fast-growing market. We continue to sustain our competitive position with a comprehensive product offering for advanced new features such as TDDI for in-cell touch, local dimming, cascade-topology connection, P2P high-speed interface bridging functions, and LTDI for larger in-cell display. As a reminder, we launched the world’s first TDDI design for automotive displays technology which started shipping in 2019 with meaningful volume anticipated starting 2021. As EV grows in popularity and autonomous driving develops, our technological prowess continues to separate us from peers for the next generation display for automotive.

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The non-driver category has been our most exciting growth area and a differentiator for the Company. We are devoted to the development, manufacturing and marketing of non-driver products to diversify our customer base and product portfolio to offer total solutions of image processing and human interface related technologies in addition to our driver IC products. Our non-driver products delivered the strongest growth in 2014 owing to many new product launches and project wins. During 2016, our non-driver businesses experienced tremendous growth, primarily driven by the LCOS and WLO businesses due to shipments to one of our leading AR device customers. Additionally, our WLO business hit inflection in the middle of 2017 when we began mass shipment to an anchor customer. The overall 2018 shipment increased considerably year-over-year because of the customer’s large-scale adoption in more models. In 2020, we continued to fulfill anchor customer’s demand for the legacy product. We continue to make progress with our ongoing R&D projects for next generation products centered around our exceptional design know-how and mass production expertise in WLO technology. With leading nanoimprinting technologies and diffraction optics design capability, we continue to engage and collaborate with key customers and partners for their next generation products, which focuses on ToF 3D sensing, AR/VR gadgets, biomedical devices and others.

 

3D sensing in the smartphone segment, we have advanced our WLO optics solution to cover time-of-flight (ToF) 3D sensing. We are seeing more ToF camera design activities among Android smartphone makers for 3D sensing and are making good progress by offering our leading ToF optical components including diffractive DOEs, micro-lens arrays and diffusers to meet diversified demand from a wide variety of customers/partners including VCSEL suppliers, ToF sensor vendors, ToF module makers and smartphone OEMs. Our non-smartphone 3D-sensing engagements, we provide customers who wish to design their own structured light-based 3D sensing solution with our proprietary 3D decoder IC. Our 3D decoder can accelerate local image processing for face recognition and offer best-in-class security authentication. It was already certified by the leading Chinese electronic payment standard with requirements of accurate data decoding, timely operation and strict privacy. We have started volume shipment in the third quarter of 2020 with decent order pipeline for 2021 and further new design-in sockets on the way.

 

Regarding ultralow power smart sensing, the demand for battery-powered smart device with AI intelligent sensing is rapidly growing. WiseEye is our AI-based ultralow power smart sensing solution, built on Emza’s or third-party’s AI-based algorithm, on top of Himax’s proprietary computer vision processor, WE-I Plus, and CMOS image sensor, all equipped with ultralow power design. For total solution, we are currently aiming at notebook, TV and air conditioner applications, and have received positive feedbacks. We expect to start a solid production ramp-up by the end of 2021. With joint efforts with our subsidiary EMZA and other algorithm partners, further engagements are on the way for more applications such as doorbell, door lock, automotive and various IoT devices for industrial and commercial uses. We are thrilled about the business progress achieved.

 

For the other business model of our smart sensing where we provide key components, our WE-I Plus AI processor adopted Google TensorFlow Lite for Microcontrollers framework in June 2020 and has successfully demonstrated our unrivaled computing capability with ultralow power. In December 2020, we partnered with SparkFun, an online retail store, to distribute Himax WE-I Plus Edge AI evaluation board and AoS sensor modules. Developers can now access our technologies easily from SparkFun and transform their AI-enabling concept which call for ultralow power and computer vision AI into real products. Furthermore, we teamed up with Edge Impulse who provides a leading end-to-end AI developer platform offering intuitive user interface. On Edge Impulse’ platform, with a single button press and within seconds, developers can now generate the latest neural network AI model and export it directly onto the WE-I Plus evaluation board. The high technical obstacles developers usually face can therefore be dramatically lowered.

 

Together with our partners, we are carrying out a wide range of promotional activities to broaden WiseEye’s market reach and establish direct contacts with more AI developers. We believe the WiseEye offerings will start contributing to our top and bottom lines later 2021. We aim to make it a major contributor to our long-term business growth.

 

We see continuous surging demands for our CMOS image sensors for web camera and notebook as the new norm of virtual conferences shows no signs of receding. Separately, our industry-first 2-in-1 CMOS image sensor that supports RGB mode for video conferencing and ultralow power AI mode for facial recognition have penetrated the laptop market for the most stylish super slim bezel designs. We have shipped small quantity in the fourth quarter of 2020 and expect to ship more during 2021.

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On timing controller, the aggressive promotion by major TV brands will benefit our high-end TCON business as our 8K TV timing controllers, as well as display drivers, have been widely adopted by multiple leading end customers. Our TCON technology not only provides higher resolution, higher frame rate and better image quality, it can also enable lower power in products where power consumption is critical. Timing controller products enjoy better margin and ASP than those of display drivers and now it represents over 5% of our total sales. We expect this segment to be an extensive long-term growth area.

 

Lastly, on LCOS, we continue to focus on AR goggle devices and head-up-displays (HUD) for automotive. Many of our industry-leading customers have demonstrated their state-of-the-art products, including holographic HUD, AR glasses and LiDAR system, with Himax LCOS technology inside. Our technology leadership and proven manufacturing expertise have made us a preferred partner for customers in these emerging markets and their ongoing engineering projects in AR goggles and HUD for automotive applications.

 

For more trend information, see “Item 5.A. Operating and Financial Review and Prospects—Operating Results.”

 

5.E. Off-Balance Sheet Arrangements

 

As of December 31, 2020, we did not have any off-balance-sheet guarantees, interest rate swap transactions or foreign currency forwards. We do not engage in trading activities involving non-exchange traded contracts. Furthermore, as of December 31, 2020, we did not have any interests in variable interest entities.

 

5.F. Tabular Disclosure of Contractual Obligations

 

The following table sets forth our contractual obligations as of December 31, 2020:

 

   Payment Due by Period 
   Total   Less than
1 year
   1-3 years   3-5
years
   More than
5 years
 
                     
   (in thousands) 
Short-term secured borrowings    104,000    104,000    -    -    - 
Long-term unsecured borrowings    58,500    6,000    12,000    12,000    28,500 
Purchase obligations(1)    294,004    294,004    -    -    - 
Other obligations    5,608    2,542    2,056    1,010    - 
Total    462,112    406,546    14,056    13,010    28,500 

 

 

Notes:(1)Includes obligations for purchase of equipment, computer software and machinery and wafer fabrication, raw material, supplies, assembly and testing services.

 

As of December 31, 2020, the short-term secured borrowings consisted of bank loans with interest rates per annum that ranged from 0.33% to 0.40%, and cash and time deposit totaling $104,000 thousand are pledged as collateral. The long-term unsecured borrowings consisted of bank loans with interest rates per annum that ranged from 0.68819% to 0.92112%, with our land, building and improvements of Fab 2 totaling $71.1 million were pledged as collateral for enhancing the guaranty.

 

We have, from time to time, entered into contracts for the acquisition of equipment and computer software. As of December 31, 2020, the remaining commitments under such contracts were $3.9 million. These outstanding contracts had a total contract value of $4.9 million.

 

Pursuant to several wafer fabrication or assembly and testing service arrangements we entered into with service providers, we may be obligated to make payments for purchase orders made under such arrangements. As of December 31, 2020, our contractual obligations pursuant to such arrangements amounted to approximately $290.1 million.

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Under the ROC Labor Standard Law, we established a defined benefit plan and were required to make monthly contributions to a pension fund in an amount equal to 2% of wages and salaries of our employees. Under the ROC Labor Pension Act, beginning on July 1, 2005, we are required to make a monthly contribution for employees that elect to participate in the new defined contribution plan of no less than 6% of the employee’s monthly wages, to the employee’s individual pension fund account. Substantially all participants in the defined benefit plan have elected to participate in the new defined contribution plan. Participants’ accumulated benefits under the defined benefit plan are not impacted by their election to change plans. We are required to make contributions to the defined benefit plan until it is fully funded. Total contributions to the new defined contribution plan in 2020 were $3.3 million compared to $3.3 million and $3.5 million in 2019 and 2018, respectively. Total contributions to the defined benefit plan and the new defined contribution plan in 2020 were $3.3 million compared to $3.4 million and $3.7 million in 2019 and 2018, respectively. Such changes in contributions have not, and are not expected to have, a material effect on our cash flows or results of operations.

 

Inflation

 

Inflation in Taiwan has not had a material impact on our results of operations in recent years. However, an increase in inflation can lead to increases in our costs and lower our profit margins. According to the Directorate General of Budget, Accounting and Statistics, Executive Yuan, ROC, the changes of the consumer price index in Taiwan were 1.35%, 0.56% and -0.23% in 2018, 2019 and 2020, respectively.

 

Recent Accounting Pronouncements

 

Please refer to note 3 to the consolidated financial statements.

 

5.G. Safe Harbor

 

See “Forward-Looking Statements” on page 4 of this annual report.

 

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

6.A. Directors and Senior Management

 

Members of our board of directors may be elected by our directors or our shareholders. Our board of directors consists of five directors, three of whom are independent directors within the meaning of Rule 5605(a)(2) of the Nasdaq Rules. Other than Jordan Wu and Dr. Biing-Seng Wu, who are brothers, there are no family relationships between any of our directors and executive officers. The following table sets forth information regarding our directors and executive officers as of February 28, 2021. Unless otherwise indicated, the positions or titles indicated in the table below refer to Himax Technologies, Inc.

 

Directors and Executive Officers

 

Age

 

Position/Title

Dr. Biing-Seng Wu    63   Chairman of the Board
Jordan Wu    60   President, Chief Executive Officer and Director
Dr. Yan-Kuin Su    72   Director
Yuan-Chuan Horng    69   Director
Hsiung-Ku Chen    69   Director
Jessica Pan    51   Chief Financial Officer
Norman Hung    63   Executive Vice President, Sales and Marketing
Eric Li    58   Chief IR/PR Officer and Spokesperson

 

Directors

 

Dr. Biing-Seng Wu is the chairman of our board of directors. Prior to our reorganization in October 2005, Dr. Wu served as president, chief executive officer and a director of Himax Taiwan. Dr. Wu also served as the vice chairman of the board of directors of CMO prior to its merger with the predecessor of Innolux and TPO. Dr. Wu has been active in the TFT-LCD panel industry for over 20 years and is a member of the boards of the Taiwan TFT-LCD Association and the Society for Information Display. Prior to joining CMO in 1998, Dr. Wu was senior director and plant director of Prime View International Co., Ltd., a TFT-LCD panel manufacturer, from 1993 to 1997, and a manager of Thin Film Technology Development at the Electronics Research & Service Organization/Industry Technology Research Institute, or ERSO/ITRI, of Taiwan. Dr. Wu holds a B.S. degree, an M.S. degree and a Ph.D. degree in electrical engineering from National Cheng Kung University. Dr. Wu is the brother of Mr. Jordan Wu, our president and chief executive officer.

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Jordan Wu is our president, chief executive officer and director. Prior to our reorganization in October 2005, Mr. Wu served as the chairman of the board of directors of Himax Taiwan, a position which he held since April 2003. Prior to joining Himax Taiwan, Mr. Wu served as chief executive officer of TV Plus Technologies, Inc. and chief financial officer and executive director of DVN Holdings Ltd. in Hong Kong. Prior to that, he was an investment banker at Merrill Lynch (Asia Pacific) Limited, Barclays de Zoete Wedd (Asia) Limited and Baring Securities, based in Hong Kong and Taipei. Mr. Wu holds a B.S. degree in mechanical engineering from National Taiwan University and an M.B.A. degree from the University of Rochester. Mr. Wu is the brother of Dr. Biing-Seng Wu, our chairman.

 

Dr. Yan-Kuin Su is our director. He has retired from the president of Kun Shan University effective July 31, 2018 and also a professor in the Department of Electrical Engineering, National Cheng Kung University since 1983 and retired in 2011. Dr. Su is devoted to the field of research in semiconductor engineering and devices, optoelectronic devices, and microwave device and integrated circuits. He is a fellow of the Institute of Electrical and Electronics Engineers, or IEEE. Dr. Su holds a B.S. degree and an M.S. degree and a Ph.D. degree in Electrical Engineering from National Cheng Kung University.

 

Yuan-Chuan Horng is our director. Prior to our reorganization in October 2005, Mr. Horng served as a director of Himax Taiwan from August 2004 to October 2005. Mr. Horng retired from the position of the vice president of the Finance Division of China Steel Corporation, a TWSE-listed Corporation, effective November 30, 2016. During his 40 years of services with China Steel Corporation Group, Mr. Horng held various positions including general manager, assistant vice president and vice president in the Finance Divisions. Mr. Horng currently serves as an independent director of President Securities Corporation, listed on TWSE, since June 2018. Mr. Horng holds a B.A. degree in economics from Soochow University.

 

Hsiung-Ku Chen is our director. He has a B.S. degree in Physics from Fu-Jen University, an M.A. degree in Physics from Temple University and a Ph.D. degree in Applied Physics from Oregon Graduate Center. Dr. Chen specializes in areas including Thin Film Transistor Technology, Liquid Crystal Display Technology, IC Process Technology and Patent Laws and Regulations, etc. He has dedicated himself to the researching and performing practice of the TFT-LCD industry. From 1980 to 2002, Dr. Chen held various positions including manager, director and special assistant of the director’s office in the Electronics Research & Service Organization of the Industrial Technology Research Institute for over 20 years and was the leader of many research projects during his tenure. Additionally, Dr. Chen was elected as Society of Information Display, Taipei Chapter Director and Treasurer from 1992 to 1997 and as Taiwan TFT LCD Association Secretary General from 2000 to 2002. Furthermore, Dr. Chen contributed his professional knowledge to serve as a supervisor of Himax Technologies Limited from April 2003 to December 2003 and as a director from December 2003 to October 2005. Dr. Chen was also the Special Assistant of the CEO Office at Etron Technology, Inc. from 2005 to 2007. Dr. Chen had served as consultants in various organizations, including Color Imaging Industry Promotion Office and the Intellectual Property Innovation Corporation. Currently, Dr. Chen serves as consultant of Color Display Industry Promotion Office.

 

Other Executive Officers

 

Jessica Pan is our chief financial officer. Jessica joined Himax in 2006 with over 22 years of experience in finance and accounting. Jessica has played an integral role at Himax on finance, accounting, financial planning and analysis, forecasting and tax, having served as interim Chief Financial Officer from October 2010 to January 2012. Prior to joining Himax, Jessica worked as Assistant Finance Manager for Advanced Semiconductor Engineering, Inc. from 2002 to 2006 and as Auditor at Arthur Andersen LLP in Taiwan from 1998 to 2001. She holds a B.S. degree in Agriculture Chemistry from National Taiwan University and an M.B.A. degree from the State University of New York at Buffalo.

 

Norman Hung is our executive vice president in charge of Sales and Marketing and also serves as a supervisor of Himax Analogic and Himax Media Solutions. From 2000 to 2006, Mr. Hung served as president of ZyDAS Technology Corp., a fabless integrated circuit design house. From 1999 to 2000, he served as vice president of Sales and Marketing for HiMARK Technology Inc., another fabless integrated circuit design house. Prior to that, from 1996 to 1998, Mr. Hung served as Director of Sales and Marketing for Integrated Silicon Solution, Inc. He has also served in various Marketing positions for Hewlett-Packard and Logitech. Mr. Hung holds a B.S. degree in electrical engineering from National Cheng Kung University and an executive M.B.A. degree from National Chiao Tung University.

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Eric Li is our chief IR/PR officer and Spokesperson. Joining Himax in 2012, Mr. Eric Li has an extensive experience in image processing related IC design, having worked in the areas of sales, marketing, R&D and served as Associate Vice President at Himax covering the Intelligent Sensing AI product line. Mr. Li has previously worked in video processing ASIC service and TV/monitor ASSP products before he was put in charge of the fab construction and operation of Himax’s WLO advanced optics operation. Prior to Himax, Mr. Eric Li served in executive positions of Cadence Design Systems, Socle Technology, Macronix International and Powerchip Semiconductor. He holds a B.S. degree in Nuclear Engineering from National Tsing Hua University and an M.S. degree in Computer and Information Science from New Jersey Institute of Technology.

 

6.B. Compensation

 

For the year ended December 31, 2020, the aggregate cash compensation that we paid to our executive officers was approximately $0.9 million. The aggregate share-based compensation that we paid to our executive officers was approximately $0.04 million. In 2020 our Chairman of the Board and Chief Executive Officer voluntarily reduced the number of RSUs to be granted proposed by the compensation committee to $1 and then compensate other employees. The goal is to provide competitive compensation to our employees. No executive officer is entitled to any severance benefits upon termination of his or her employment with us.

 

For the year ended December 31, 2020, the aggregate cash compensation that we paid to our independent directors was approximately $135,000. The aggregate share-based compensation that we paid to our independent directors was nil.

 

The following table summarizes the RSUs and cash award that we granted in 2020 to our directors and executive officers under our 2011 long-term incentive plan. Each unit of RSU represents two ordinary shares. See “Item 6.D. Directors, Senior Management and Employees—Employees––Share-Based Compensation Plans” for more details regarding our RSU grants.

 

Name  Total RSUs
Granted
   Total Cash Award Granted
(in thousands)
   Ordinary Shares
Underlying Vested
Portion of RSUs
   Ordinary Shares
Underlying
Unvested Portion
of RSUs
   Unvested Portion
of cash award
(in thousands)
 
Dr. Biing-Seng Wu    -    -    -    -    - 
Jordan Wu    -    -    -    -    - 
Dr. Yan-Kuin Su    -    -    -    -    - 
Yuan-Chuan Horng    -    -    -    -    - 
Hsiung-Ku Chen    -    -    -    -    - 
Jackie Chang(1)    -    -    -    -    - 
Jessica Pan(2)    5,370    -    6,976    3,764    - 
Norman Hung    4,690    -    6,976    2,404    - 
Eric Li(3)    4,457    3    6,976    -    3 

 

 

(1) Jackie Chang resigned as our Chief Financial Officer, with effect from July 13, 2020.

(2) Jessica Pan was appointed as our Chief Financial Officer, with effect from July 13, 2020.

(3) Eric Li was appointed as our Chief IR/PR Officer and Spokesperson, with effect from July 13, 2020.

 

The following table summarizes the stock option that we granted in 2019 to our directors and executive officers under our 2011 long-term incentive plan. Each unit of option represents two ordinary shares. See “Item 6.D. Directors, Senior Management and Employees—Employees––Share-Based Compensation Plans” for more details regarding stock option grants.

 

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   Total Stock Options   Ordinary Shares
Underlying Unvested
Portion of Stock
   Exercise Price   Exercise Period 
Name  Granted  Options   (US$)   From   To 
Dr. Biing-Seng Wu   -    -    -    -    - 
Jordan Wu    14,341    28,682    2.27    April 1, 2020    March 31, 2021 
    14,341    28,682    2.27    October 1, 2020    September 30, 2021 
Dr. Yan-Kuin Su    -    -    -    -    - 
Yuan-Chuan Horng    -    -    -    -    - 
Hsiung-Ku Chen    -    -    -    -    - 
Jackie Chang(1)    6,000    12,000    2.27    April 1, 2020    March 31, 2021 
    6,000    12,000    2.27    October 1, 2020    September 30, 2021 
Jessica Pan(2)    3,250    6,500    2.27    April 1, 2020    March 31, 2021 
    3,250    6,500    2.27    October 1, 2020    September 30, 2021 
Norman Hung    7,000    14,000    2.27    April 1, 2020    March 31, 2021 
    7,000    14,000    2.27    October 1, 2020    September 30, 2021 
Eric Li(3)    3,750    7,500    2.27    April 1, 2020    March 31, 2021 
    3,750    7,500    2.27    October 1, 2020    September 30, 2021 

 

 

(1) Jackie Chang resigned as our Chief Financial Officer, with effect from July 13, 2020.

(2) Jessica Pan was appointed as our Chief Financial Officer, with effect from July 13, 2020.

(3) Eric Li was appointed as our Chief IR/PR Officer and Spokesperson, with effect from July 13, 2020.

 

6.C. Board Practices

 

General

 

Our board of directors consists of five directors, three of whom are independent directors within the meaning of Rule 5605(a)(2) of the Nasdaq Rules. We intend to comply with Rule 5605(b)(1) of the Nasdaq Rules that require boards of U.S. companies to have a board of directors which is comprised of a majority of independent directors. We intend to follow home country practice that permits our independent directors not to hold regularly scheduled meetings at which only independent directors are present in lieu of complying with Rule 5605(b)(2). None of our non-executive directors has a service contract with us that provides for benefits upon termination of service.

 

Committees of the Board of Directors

 

To enhance our corporate governance, we have established three committees under the board of directors: the audit committee, the compensation committee and the nominating and corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

 

Audit Committee. Our audit committee currently consists of Yuan-Chuan Horng, Hsiung-Ku Chen and Dr. Yan-Kuin Su. Our board of directors has determined that all of our audit committee members are “independent directors” within the meaning of Rule 5605(a)(2) of the Nasdaq Rules and meet the criteria for independence set forth in Section 10A(m)(3)(B)(i) of the Exchange Act. Our audit committee will oversee our accounting and financial reporting processes and the audits of our financial statements. The audit committee will be responsible for, among other things:

 

selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

 

reviewing with the independent auditors any audit problems or difficulties and management’s response;

 

reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation SK under the Securities Act;

 

discussing the annual audited financial statements with management and the independent auditors;

 

reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material internal control deficiencies;

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annually reviewing and reassessing the adequacy of our audit committee charter;

 

meeting separately and periodically with management and the independent auditors;

 

reporting regularly to the board of directors; and

 

such other matters that are specifically delegated to our audit committee by our board of directors from time to time.

 

Compensation Committee. Our current compensation committee consists of Yuan-Chuan Horng, Hsiung-Ku Chen and Dr. Yan-Kuin Su. Our compensation committee assists our board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting where his or her compensation is deliberated. We intend to follow Rule 5605(d)(1)(B) and (2)(B) of the Nasdaq Rules which requires the compensation committees of U.S. companies to be comprised solely of independent directors. The compensation committee will be responsible for, among other things:

 

reviewing and making recommendations to our board of directors regarding our compensation policies and forms of compensation provided to our directors and officers;

 

reviewing and determining bonuses for our officers and other employees;

 

reviewing and determining share-based compensation for our directors, officers, employees and consultants;

 

administering our equity incentive plans in accordance with the terms thereof; and

 

such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.

 

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee assists the board of directors in identifying individuals qualified to be members of our board of directors and in determining the composition of the board and its committees. Our current nominating and corporate governance committee consists of Yuan-Chuan Horng, Hsiung-Ku Chen, and Dr. Yan-Kuin Su. We intend to follow Rule 5605(e)(1)(B) of the Nasdaq Rules which requires that nominations committees of U.S. companies be comprised solely of independent directors. Our nominating and corporate governance committee will be responsible for, among other things:

 

identifying and recommending to our board of directors nominees for election or re-election, or for appointment to fill any vacancy;

 

reviewing annually with our board of directors the current composition of our board of directors in light of the characteristics of independence, age, skills, experience and availability of service to us;

 

reviewing the continued board membership of a director upon a significant change in such director’s principal occupation;

 

identifying and recommending to our board of directors the names of directors to serve as members of the audit committee and the compensation committee, as well as the nominating and corporate governance committee itself;

 

advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken; and

 

monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

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Terms of Directors and Officers

 

Under Cayman Islands law and our articles of association, each of our directors holds office until a successor has been duly elected or appointed, except where any director was appointed by the board of directors to fill a vacancy on the board of directors or as an addition to the existing board, such director shall hold office until the next annual general meeting of shareholders at which time such director is eligible for re-election. Our directors are subject to periodic retirement and re-election by shareholders in accordance with our articles of association, resulting in their retirement and re-election at staggered intervals. At each annual general meeting, one-third of our directors are subject to retirement by rotation, or if their number is not a multiple of three, the number nearest to one-third but not exceeding one-third shall retire from office. Any retiring director is eligible for re-election. The chairman of our board of directors and/or the managing director will not be subject to retirement by rotation or be taken into account in determining the number of directors to retire in each year. Under our articles of association, which director will retire at each annual general meeting will be determined as follows: (i) any director who wishes to retire and not offer himself for re-election, (ii) if no director wishes to retire, the director who has been longest in office since his last re-election or appointment, and (iii) if two or more directors have served on the board the longest, then as agreed among the directors themselves or as determined by lot.

 

6.D. Employees

 

As of December 31, 2018, 2019 and 2020, we had 2,160, 1,975 and 2,056 employees, respectively. The following is a breakdown of our employees by function as of December 31, 2020:

 

Function  Number 
Research and development(1)    1,289 
Engineering and manufacturing(2)    334 
Sales and marketing(3)    294 
General and administrative    139 
Total    2,056 

 

 

Notes:(1)  Includes semiconductor design engineers, application engineers, assembly and testing engineers  and quality control engineers.

 

(2)Includes manufacturing personnel of Himax Taiwan, Himax Display, Himax IGI and CMVT, our subsidiaries focused on design and manufacturing of WLO and LCOS products.

 

(3)Includes field application engineers.

 

Share-Based Compensation Plans

 

Himax Technologies, Inc. 2005 and 2011 Long-Term Incentive Plan

 

We adopted two long-term incentive plans in October 2005 and September 2011, however, the 2005 plan was terminated in October 2010. The following description of the plan is intended to be a summary and does not describe all provisions of the plan.

 

Purpose of the Plan. The purpose of the plan is to advance our interests and those of our shareholders by:

 

providing the opportunity for our employees, directors and service providers to develop a sense of proprietorship and personal involvement in our development and financial success and to devote their best efforts to our business; and

 

providing us with a means through which we may attract able individuals to become our employees or to serve as our directors or service providers and providing us a means whereby those individuals, upon whom the responsibilities of our successful administration and management are of importance, can acquire and maintain share ownership, thereby strengthening their concern for our welfare.

 

Type of Awards. The plan provides for the grant of stock options and restricted share units.

 

Duration. Generally, the plan will terminate five years from the effective date of the plan. But, the amended and restated 2011 Plan was 2nd amended and restated by extending its duration for three (3) years to September 6, 2022, which was approved by our shareholders at the annual general meeting held on August 28, 2019. After the plan is terminated, no awards may be granted, but any award previously granted will remain outstanding in accordance with the plan.

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Administration. The plan is administered by the compensation committee of our board of directors or any other committee designated by our board to administer the plan. Committee members will be appointed from time to time by, and will serve at the discretion of, our board. The committee has full power and authority to interpret the terms and intent of the plan or any agreement or document in connection with the plan, determine eligibility for awards and adopt such rules, regulations, forms, instruments and guidelines for administering the plan. The committee may delegate its duties or powers.

 

Number of Authorized Shares. We have authorized a maximum issuance of 36,153,854 shares in the 2005 plan and 20,000,000 shares in the 2011 plan, and the 2005 plan was terminated in October 2010. As of the date of this annual report, there were no stock options or restricted share units outstanding under the plan except as described under “—Stock Options” and “—Restricted Share Units.”

 

Eligibility and Participation. All of our employees, directors and service providers are eligible to participate in the plan. The committee may select from all eligible individuals those individuals to whom awards will be granted and will determine the nature of any and all terms permissible by law and the amount of each award.

 

Stock Options. The committee may grant options to participants in such number, upon such terms and at any time as it determines. Each option grant will be evidenced by an award document that will specify the exercise price, the maximum duration of the option, the number of shares to which the option pertains, conditions upon which the option will become vested and exercisable and such other provisions which are not inconsistent with the plan.

 

The exercise price for each option will be:

 

based on 100% of the fair market value of the shares on the date of grant;

 

set at a premium to the fair market value of the shares on the date of grant; or

 

indexed to the fair market value of the shares on the date of grant, with the committee determining the index.

 

The exercise price on the date of grant must be at least equal to 100% of the fair market value of the shares on the date of grant.

 

Each option will expire at such time as the committee determines at the time of its grant; however, no option will be exercisable later than the 10th anniversary of its grant date. Notwithstanding the foregoing, for options granted to participants outside the United States, the committee can set options that have terms greater than ten years.

 

Options will be exercisable at such times and be subject to such terms and conditions as the committee approves. A condition of the delivery of shares as to which an option will be exercised will be the payment of the exercise price. Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment, we will deliver to the participant evidence of book-entry shares or, upon his or her request, share certificates in an appropriate amount based on the number of shares purchased under the option(s). The committee may impose such restrictions on any shares acquired pursuant to the exercise of an option as it may deem advisable.

 

Each participant’s award document will set forth the extent to which he or she will have the right to exercise the options following termination of his or her employment or services.

 

We made grants of 2,226,690 units employee stock options to our certain employees on September 30, 2019 with exercise price $2.27 per option. The vesting schedule is, 50% of the options vest half year after the date of grant and 50% of the options vest one year after the date of grant. During 2020, 114,500 units, 39,000 units and 10,000 units of stock option to purchase 114,500 units, 39,000 units and 10,000 units ADS were grant to certain employees at an exercise price of $2.74, $3.9 and $3.35 on March 31, 2020, August 11, 2020 and September 25, 2020, respectively. The options granted in 2020 were fully vested on October 1, 2020.

 

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Restricted Share Units. The committee may grant restricted share units to participants. Each grant will be evidenced by an award document that will specify the period(s) of restriction, the number of restricted share units granted and such other provisions as the committee determines.

 

Generally, restricted share units will become freely transferable after all conditions and restrictions applicable to such shares have been satisfied or lapse and restricted share units will be paid in cash, shares or a combination of the two, as determined by the committee.

 

The committee may impose such other conditions or restrictions on any restricted share units as it may deem advisable, including a requirement that participants pay a stipulated purchase price for each restricted share unit, restrictions based upon the achievement of specific performance goals and time-based restrictions on vesting.

 

A participant will have no voting rights with respect to any restricted share units.

 

Each award document will set forth the extent to which the participant will have the right to retain restricted share units following termination of his or her employment or services.

 

We made grants of 597,596 RSUs to our employees on September 25, 2015. The vesting schedule for such RSU grants is as follows: 94.15% of the RSU grants vested immediately and were settled by cash in the amount of $4.5 million on the grant date, with the remainder vesting equally on each of September 30, 2016, 2017 and 2018, which will be settled by our ordinary shares, subject to certain forfeiture events.

 

We made grants of 1,208,785 RSUs to our employees on September 28, 2016. The vesting schedule for such RSU grants is as follows: 91.93% of the RSU grants vested immediately and were settled by cash in the amount of $9.2 million on the grant date, with the remainder vesting equally on each of September 30, 2017, 2018 and 2019, which will be settled by our ordinary shares, subject to certain forfeiture events.

 

We made grants of 580,235 RSUs to our employees on September 29, 2017. The vesting schedule for such RSU grants is as follows: 96.91% of the RSU grants vested immediately and were settled by cash in the amount of $6.1 million on the grant date, with the remainder vesting equally on each of September 30, 2018, 2019 and 2020, which will be settled by our ordinary shares, subject to certain forfeiture events.

 

We made grants of 676,273 RSUs to our employees on September 26, 2018. The vesting schedule for such RSU grants is as follows: 97.15% of the RSU grants vested immediately and were settled by cash in the amount of $3.8 million on the grant date, with the remainder vesting equally on each of September 30, 2019, 2020 and 2021, which will be settled by our ordinary shares, subject to certain forfeiture events.

 

We made grants of 1,402,714 RSUs to our employees on September 28, 2020. The vesting schedule for such RSU grants is as follows: 98.68% of the RSU grants vested immediately and were settled by cash in the amount of $4.8 million on the grant date, with the remainder vesting equally on each of September 30, 2021, 2022 and 2023, which will be settled by our ordinary shares, subject to certain forfeiture events. 

 

Dividend Equivalents. Any participant selected by the committee may be granted dividend equivalents based on the dividends declared on shares that are subject to any award, to be credited as of dividend payment dates, during the period between the date the award is granted and the date the award is exercised, vests or expires, as determined by the committee, provided that unvested RSUs are currently not entitled to dividend equivalents. Dividend equivalents will be converted to cash or additional shares by such formula and at such time and subject to such limitations as determined by the committee.

 

Transferability of Awards. Generally, awards cannot be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

 

Adjustments in Authorized Shares. In the event of any of the corporate events or transactions described in the plan, to avoid any unintended enlargement or dilution of benefits, the committee has the sole discretion to substitute or adjust the number and kind of shares that can be issued or otherwise delivered.

 

Forfeiture Events. The committee may specify in an award document that the participant’s rights, payments and benefits with respect to an award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an award. 

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If we are required to prepare an accounting restatement owing to our material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws, then if the participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the participant will reimburse us the amount of any payment in settlement of an award earned or accrued during the twelve-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement.

 

Amendment and Termination. Subject to, and except as, provided in the plan, the committee has the sole discretion to alter, amend, modify, suspend, or terminate the plan and any award document in whole or in part. Amendments to the plan are subject to shareholder approval, to the extent required by law, or by stock exchange rules or regulations.

 

6.E. Share Ownership

 

The following table sets forth the beneficial ownership of our ordinary shares, as of February 28, 2021, by each of our directors and executive officers. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of option. These shares, however, are not included in the computation of the percentage ownership of any other person.

 

Name  Number of Shares Owned   Percentage of Shares Owned 
Dr. Biing-Seng Wu    74,579,944    21.4%
Jordan Wu(1)    7,456,441    2.1%
Dr. Yan-Kuin Su    -    - 
Yuan-Chuan Horng    916,104    * 
Hsiung-Ku Chen    -    - 
Jessica Pan(2)    81,112    * 
Norman Hung(3)    560,230    * 
Eric Li    15,000    * 

 

Note:(1)  The number of ordinary shares beneficially owned represents (i) 7,399,077 ordinary shares, among which, Jordan Wu directly owns 353,683 ordinary shares and beneficially owns 6,600,212 ordinary shares and 445,182 ordinary shares through Arch Finance Ltd. and Shu Chuan Investment Co., Ltd, respectively, both of which are investment companies controlled by Jordan Wu; and (ii) 57,364 ordinary shares underlying the stock options we granted to Jordan Wu in 2019 under our 2011 long-term incentive plan, which are exercisable within 60 days after February 28, 2021.

 

(2)The numbers of shares beneficially owned represents (i) 68,112 ordinary shares held by Jessica Pan; and (ii) 13,000 ordinary shares underlying the stock options we granted to Jessica Pan in 2019 under our 2011 long-term incentive plan, which are exercisable within 60 days after February 28, 2021.

 

(3)The numbers of shares beneficially owned represents (i) 532,230 ordinary shares held by Norman Hung; and (ii) 28,000 ordinary shares underlying the stock options we granted to Norman Hung in 2019 under our 2011 long-term incentive plan, which are exercisable within 60 days after February 28, 2021.

 

*The sum of the number of ordinary shares held and the number of ordinary shares issuable upon exercise of all options held is less than 1.0% of our total outstanding shares.

 

None of our directors or executive officers has voting rights different from those of other shareholders.

 

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

7.A. Major Shareholders

 

On August 10, 2009, we effected certain changes in our capital stock structure in order to meet the Taiwan Stock Exchange’s primary listing requirement that the par value of shares be NT$10 or $0.3 per share and in order to increase the number of outstanding ordinary shares to be listed on the Taiwan Stock Exchange. In particular, we increased our authorized share capital from $50,000 (divided into 500,000,000 shares of par value $0.0001 each) to $300,000,000 (divided into 3,000,000,000,000 shares of par value $0.0001 each) and distributed 5,999 bonus shares for each share of par value $0.0001 held by shareholders of record as of August 7, 2009. These were followed by a consolidation of every 3,000 shares of par value $0.0001 each into one ordinary share of par value $0.3 each. As a result, the number of ordinary shares outstanding was doubled and each of our ordinary shares had a par value of $0.3.

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In connection with the above changes, we also changed our ADS ratio effective August 10, 2009 from one ADS representing one ordinary share to one ADS representing two ordinary shares. Such change in ADS ratio was intended to adjust for the net dilutive effect due to the bonus shares distribution and the shares consolidation so that each ADS would represent the same percentage ownership in our share capital immediately before and after the above changes. The number of ADSs also remained the same immediately before and after the above changes.

 

As of February 28, 2021, 348,178,330 of our shares were outstanding. We believe that, of such shares, 213,212,842 shares in the form of ADSs were registered in the name of a nominee of JPMorgan Chase Bank, N.A., the depositary under our ADS deposit agreement. JPMorgan Chase Bank, N.A., advised us that, as of February 28, 2021, 106,606,421 ADSs, representing 213,212,842 common shares, were held of record by Cede & Co. and 6 other registered shareholders domiciled in and outside of the United States. We have no further information as to common shares held, or beneficially owned, by U.S. persons.

 

The following table sets forth information known to us with respect to the beneficial ownership of our shares as of February 28, 2021, the most recent practicable date, by (i) each shareholder known by us to beneficially own more than 5% of our shares and (ii) all directors and executive officers as a group.

 

Name of Beneficial Owner 

Number of Shares
Beneficially Owned(4)

  

Percentage of Shares
Beneficially Owned(4)

 
Dr. Biing-Seng Wu(1)    74,579,944    21.4%
Whei-Lan Teng(2)    21,135,720    6.1%
All directors and executive officers as a group(3)    83,608,831    24.0%

 

Note:(1)  Dr. Biing-Seng Wu directly owns 315,322 ordinary shares. Dr. Biing-Seng Wu beneficially owns 51,009,690 ordinary shares and 20,039,838 ordinary shares through Sanfair Asia Investments Ltd. and Chi-Duan Investment Co., Ltd., respectively, both of which are investment companies controlled by Dr. Biing-Seng Wu. Additionally, Dr. Biing-Seng Wu beneficially owns 1,607,547 ADSs purchased through Sanfair Asia Investments Ltd. in the open market according to his share purchase plan announced on November 30, 2018. Accordingly, Dr. Biing-Seng Wu may be deemed to beneficially own an aggregate of 74,579,944 ordinary shares, representing approximately 21.4% of the outstanding ordinary shares.

 

(2)Whei-Lan Teng directly owns 1,335,548 ordinary shares. Whei-Lan Teng beneficially owns 2,643,782 ordinary shares through Renmar Finance Limited, which is an investment company controlled by Whei-Lan Teng. In addition, Whei-Lan Teng, may be attributed beneficial ownership of 17,156,390 ordinary shares held in trust by Corenmar Investment Limited for the benefit of her children. Whei-Lan Teng therefore may be deemed to have shared power to vote or dispose of 21,135,720 ordinary shares. Accordingly, Whei-Lan Teng may be deemed to beneficially own an aggregate of 21,135,720 ordinary shares, representing approximately 6.1% of the outstanding ordinary shares.

 

(3)Numbers of shares beneficially owned by all directors and executive officers as a group already include an aggregate of 74,579,944 ordinary shares beneficially owned by Dr. Biing-Seng Wu. The shares beneficially owned by a group also take into account 98,364 ordinary shares underlying the stock options held by such a group that are exercisable within 60 days after February 28, 2021.

 

(4)For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of (i) 348,178,330, being the number of ordinary shares outstanding as of February 28, 2021 and (ii) the number of ordinary shares underlying stock options held by such person or group that are exercisable within 60 days after February 28, 2021.

 

None of our major shareholders has voting rights different from those of other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

 

7.B. Related Party Transactions

 

Viewsil Technology Limited (VST)

 

VST is a subsidiary of our equity method investee, Viewsil Microelectronics (Kunshan) Limited. In 2018, we purchased mask from VST for our research activities for a fee of $1.6 million and the related payable had been paid before December 31, 2019. Additionally, as of December 31, 2019 and 2020, we made an interest free loan of $1.2 million and $1.2 million, respectively, to VST for short-term funding needs. The loan is repayable on demand and the Company expects it will be repaid in full during 2021. We may consider providing further future loans to VST.

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Viewsil Microelectronics (Kunshan)Limited (Viewsil)

 

Viewsil is an equity method investee of the Company. In 2018, 2019 and 2020, Viewsil provided technical service on a new source driver chip and integrated circuit module for the Company’s research activities for a fee of $2.2 million, $1.8 million and $1.4 million, respectively, which was charged to research and development expense. As of December 31, 2019 and 2020, the related payables were $2.2 million and $2.5 million, respectively.

 

Cheng Mei Materials Technology Corporation (CMMT)

 

CMMT is an equity method investor of CMVT, which became as a subsidiary of the Company from October 30, 2020. From acquisition date of CMVT to December 31, 2020, the purchase of raw materials from CMMT was $0.7 million. As of December 31, 2020, the related payable resulting from the purchase of raw materials were $1.5 million.

 

7.C. Interests of Experts and Counsel

 

Not applicable.

 

ITEM 8. FINANCIAL INFORMATION

 

8.A. Consolidated Statements and Other Financial Information

 

8.A.1. See “Item 18. Financial Statements” for our audited consolidated financial statements.

 

8.A.2. See “Item 18. Financial Statements” for our audited consolidated financial statements, which cover the last three financial years.

 

8.A.3. See page F-2 for the report of our independent registered public accounting firm.

 

8.A.4. Not applicable.

 

8.A.5. Not applicable.

 

8.A.6. See Note 29 to our audited consolidated financial statements included in “Item 18. Financial Statements.”

 

8.A.7. Litigation

 

We may be subject to legal proceedings, investigations and claims relating to the conduct of our business from time to time. We may also initiate legal proceedings in order to protect our contractual and property rights. However, as of the date of this annual report, we are not currently a party to, nor are we aware of, any legal proceeding, investigation or claim which, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or results of operations.

 

8.A.8. Dividends and Dividend Policy

 

Subject to the Cayman Islands Companies Law, we may declare dividends in any currency, but no dividend may be declared in excess of the amount recommended by our board of directors. Whether our board of directors recommends any dividends and the form, frequency and amount of dividends, if any, will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors as the board of directors may deem relevant.

 

On June 27, 2008, we paid a cash dividend in the amount of $66.8 million, or the equivalent of $0.350 per ADS. In 2009, we paid a cash dividend on June 29, 2009 in the amount of $55.5 million, or the equivalent of $0.300 per ADS, and distributed a stock dividend on August 10, 2009 of 5,999 ordinary shares of par value $0.0001 for each ordinary share of par value $0.0001 held by shareholders of record as of August 7, 2009. On August 13, 2010, we paid a cash dividend in the amount of $44.1 million, or the equivalent of $0.250 per ADS. On July 20, 2011, we paid a cash dividend in the amount of $21.2 million, or the equivalent of $0.120 per ADS. On July 25, 2012, we paid a cash dividend in the amount of $10.7 million, or the equivalent of $0.063 per ADS. On July 31, 2013, we paid a cash dividend in the amount of $42.4 million, or the equivalent of $0.250 per ADS. On July 23, 2014, we paid a cash dividend in the amount of $46.0 million, or the equivalent of $0.270 per ADS. On July 8, 2015, we paid a cash dividend in the amount of $51.4 million, or the equivalent of $0.300 per ADS. On August 3, 2016, we paid a cash dividend in the amount of $22.3 million, or the equivalent of $0.130 per ADS. On August 14, 2017, we paid a cash dividend in the amount of $41.3 million, or the equivalent of $0.240 per ADS. On July 31, 2018, we paid a cash dividend in the amount of $17.2 million, or the equivalent of $0.10 per ADS. For more information on the stock dividend distribution, see “Item 7.A. Major Shareholders and Related Party Transactions—Major Shareholders.” The dividends for any of these years should not be considered representative of the dividends that would be paid in any future periods or of our dividend policy.

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Our ability to pay cash or stock dividends will depend, at least partially, upon the amount of funds received by us from our direct and indirect subsidiaries, which must comply with the laws and regulations of their respective countries and respective articles of association. We receive cash from Himax Taiwan through intercompany borrowings. Himax Taiwan has not paid us cash dividends in the past. In accordance with amended ROC Company Act and regulations and Himax Taiwan’s amended articles of incorporation, Himax Taiwan is permitted to distribute dividends after allowances have been made for:

 

payment of taxes;

 

recovery of prior years’ deficits, if any;

 

legal reserve (in an amount equal to 10% of annual profits after having deducted the above items until such time as its legal reserve equals the amount of its total paid-in capital);

 

special reserve based on relevant laws or regulations, or retained earnings, if necessary; and

 

dividends for preferred shares, if any.

 

Furthermore, if Himax Taiwan does not generate any profits for any year as determined in accordance with generally accepted accounting principles in Taiwan, it generally may not distribute dividends for that year.

 

Any dividend we declare will be paid to the holders of ADSs, subject to the terms of the deposit agreement, to the same extent as holders of our ordinary shares, to the extent permitted by applicable laws and regulations, less the fees and expenses payable under the deposit agreement. Any dividend we declare will be distributed by the depositary bank to the holders of our ADSs. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

 

8.B. Significant Changes

 

Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of the annual financial statements.

 

ITEM 9. THE OFFER AND LISTING

 

9.A. Offer and Listing Details

 

Our ADSs have been quoted on the NASDAQ Global Select Market under the symbol “HIMX” since March 31, 2006.

 

9.B. Plan of Distribution

 

Not applicable.

 

9.C. Markets

 

The principal trading market for our shares is the NASDAQ Global Select Market, on which our shares are traded in the form of ADSs.

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9.D. Selling Shareholders

 

Not applicable.

 

9.E. Dilution

 

Not applicable.

 

9.F. Expenses of the Issue

 

Not applicable.

 

ITEM 10. ADDITIONAL INFORMATION

 

10.A. Share Capital

 

Not applicable.

 

10.B. Memorandum and Articles of Association

 

Our shareholders previously adopted the Amended and Restated Memorandum of Association on September 26, 2005 by a special resolution passed by the sole shareholder of our company and the Amended and Restated Articles of Association at an extraordinary shareholder meeting held on October 25, 2005, both of which were filed as an exhibit to our registration statement on Form F-1 (file no. 333-132372) with the SEC on March 13, 2006.

 

At our annual general meeting on August 6, 2009, our shareholders adopted the Second Amended and Restated Memorandum and Articles of Association, which became effective on August 10, 2009 and were filed as exhibits to our current report on Form 6-K with the SEC on July 13, 2009. These were adopted primarily in connection with our proposed Taiwan listing to meet the Taiwan Stock Exchange’s primary listing requirement concerning protection of material shareholders’ rights under the ROC’s Company Act and Securities Exchange Act. At the same time, our shareholders also adopted the Th