2012 Was a Successful Year for Himax Technologies on Several Fronts
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Dear Shareholders, We are extremely happy to report that 2012 was a successful year for Himax Technologies on several fronts. Sales increased over 16%, led by growth in our small-medium driver segment as well as our non-driver IC business. We met or exceeded our quarterly sales, margin and EPS guidance in every quarter in 2012, an accomplishment that illustrated the effectiveness of our processes and systems across our entire organization. More importantly, we have increased our gross margin by over 330 basis points since the fourth quarter 2011. Based on the exciting new products we have introduced in the past several quarters and others we will introduce throughout 2013, we are optimistic that we can expand our margins even further. Our strong operational and financial results in 2012 reflect successful execution of our long term growth strategies. 1. Increase sales of small and medium-sized drivers. 2. Invest in new products and new technologies, particularly in areas related to mobile devices. 3. Diversify our customers by end markets and geographies. Small and medium-sized drivers generated impressive sales growth due primarily to demand of smart phones, which tend to require better displays and thus higher end driver ICs. We enjoy a commanding position in the smartphone sector as a result of our leading technologies, competitive products and growing base of tier 1 and “white box” customers. Sales of small and medium-sized drivers have become our largest product segment, accounting for 44.6% of total sales in 2012. We expect further growth in this high margin product segment in 2013. We also had a terrific year in our non-driver product business. Coming off a successful 2011, we further expanded our product portfolio and client base for our non-driver products, including timing controllers, CMOS image sensors, wafer-level optics, touch panel controllers, LED driver ICs, integrated power management ICs, ASIC service and LCOS microdisplays. Overall non-driver IC sales grew 28% in 2012, representing approximately 14% of total sales. We are making exciting progress in our non-driver products, which have been a focus of our company’s R&D and investment for many years. We are particularly excited to see several of them have already garnered interest by marquee and globally recognized end customers. We intend to leverage our positive momentum to further improve our competitive position across all facets of our company. It is imperative that we maintain our focus on developing great products and providing exemplary customer service in each of the dynamic and competitive markets in which we compete. We are excited about the opportunities we have in front of us and the strong position we are in to capitalize. I will close by thanking all of our employees, customers, suppliers and shareholders for their continued support. We have worked extremely hard to earn their trust and we intend to keep doing so by putting their interests at the forefront of everything we do. Since the fourth quarter of 2011 through March 31, 2013, we have delivered a solid return to our shareholders by paying $11 million in cash dividends; buying back $11.3 million of stock; and generating $752.6 million in price appreciation. We have maintained a strong balance sheet, with no debt and over $158.9 million in cash and cash equivalents. We intend to deploy our capital wisely and continue growing our company profitably, as we have done in the past several years. I hope you have a deeper understanding of Himax Technologies and why we are more excited than ever about our Company’s future. I thank you for your trust and support. Sincerely, Jordan Wu President and CEO Himax Technologies, Inc. 1 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 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 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) Jackie Chang Chief Financial Officer Telephone: +886-2-2370-3999 E-mail: [email protected] Facsimile: +886-2-2314-0877 10F, No. 1, Xiangyang Road Taipei 10046 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 Name of each exchange on which registered Ordinary Shares, par value $0.3 per ordinary share 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 2 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. 339,149,508 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 x 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 x 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. x Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non- accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filerx Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP x International Financial Reporting Standards as issued by the International Accounting Standards Board Other 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 x No 3 TABLE OF CONTENTS PAGES SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 CERTAIN CONVENTIONS 6 PART I 8 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 8 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 8 ITEM 3. KEY INFORMATION 8 3.A. Selected Financial Data 8 3.B. Capitalization and Indebtedness 11 3.C. Reason for the Offer and Use of Proceeds 11 3.D. Risk Factors 11 ITEM 4. INFORMATION ON THE COMPANY 36 4.A. History and Development of the Company 36 4.B. Business Overview 37 4.C. Organizational Structure 63 4.D. Property, Plant and Equipment 66 ITEM 4A. UNRESOLVED STAFF COMMENTS 66 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 66 5.A. Operating Results 66 5.B. Liquidity and Capital Resources 85 5.C. Research and Development 86 5.D. Trend Information 86 5.E. Off-Balance-Sheet Arrangements 87 5.F. Tabular Disclosure of Contractual Obligations 87 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 88 6.A. Directors and Senior Management 88 6.B. Compensation of Directors and Executive Officers 90 6.C. Board Practices 90 6.D. Employees 92 6.E. Share Ownership 96 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 96 7.A. Major Shareholders 96 7.B. Related Party Transactions 97 7.C. Interests of Experts and Counsel 98 ITEM 8. FINANCIAL INFORMATION 98 8.A. Consolidated Statements and Other Financial Information 98 8.B. Significant Changes 100 ITEM 9. THE OFFER AND LISTING 100 9.A. Offer and Listing Details 100 9.B. Plan of Distribution 101 9.C. Markets 101 9.D. Selling Shareholders 101 9.E. Dilution 101 9.F. Expenses of the Issue 101 ITEM 10. ADDITIONAL INFORMATION 101 10.A. Share Capital 101 10.B. Memorandum and Articles of Association 101 10.C. Material Contracts 102 10.D. Exchange Controls 102 10.E. Taxation 102 10.F. Dividends and Paying Agents 105 10.G. Statement by Experts 105 10.H. Documents on Display 105 10.I. Subsidiary Information 105 4 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 106 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 106 12.A. Debt Securities 106 12.B. Warrants and Rights 106 12.C. Other Securities 106 12.D.