1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001, OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO ----------- ------------ COMMISSION FILE NO. 0-10235 GENTEX CORPORATION (Exact name of registrant as specified in its charter) MICHIGAN 38-2030505 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 600 N. CENTENNIAL, ZEELAND, MICHIGAN 49464 (Address of principal executive offices) (Zip Code) (616) 772-1800 (Registrant's telephone number, including area code) -------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 x No ---------------- --------------- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No ---------------- ---------------- APPLICABLE ONLY TO CORPORATE USERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Shares Outstanding Class at April 18, 2001 ----- ----------------- Common Stock, $0.06 Par Value 74,563,503 Exhibit Index located at page 10 Page 1 of 51
2 PART I. FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS GENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS At March 31, 2001 and December 31, 2000 <TABLE> <CAPTION> ASSETS ------ March 31, 2001 December 31, 2000 -------------- ----------------- <S> <C> <C> CURRENT ASSETS Cash and cash equivalents $126,507,217 $110,195,583 Short-term investments 37,096,759 28,246,967 Accounts receivable, net 37,681,379 35,614,669 Inventories 11,828,690 12,087,513 Prepaid expenses and other 5,930,579 4,411,118 ------------ ------------ Total current assets 219,044,624 190,555,850 PLANT AND EQUIPMENT - NET 94,037,912 81,919,668 OTHER ASSETS Long-term investments 142,559,190 153,016,195 Patents and other assets, net 2,771,897 2,636,980 ------------ ------------ Total other assets 145,331,087 155,653,175 ------------ ------------ Total assets $458,413,623 $428,128,693 ============ ============ LIABILITIES AND SHAREHOLDERS' INVESTMENT ---------------------------------------- CURRENT LIABILITIES Accounts payable $ 12,773,051 $ 9,328,155 Accrued liabilities 20,230,247 10,363,097 ------------ ------------ Total current liabilities 33,003,298 19,691,252 DEFERRED INCOME TAXES 4,827,924 6,333,880 SHAREHOLDERS' INVESTMENT Common stock 4,473,810 4,457,465 Additional paid-in capital 96,075,539 92,132,617 Other shareholders' equity 320,033,052 305,513,479 ------------ ------------ Total shareholders' investment 420,582,401 402,103,561 ------------ ------------ Total liabilities and shareholders' investment $458,413,623 $428,128,693 ============ ============ </TABLE> See accompanying notes to condensed consolidated financial statements. -2-
3 GENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME For the Three Months Ended March 31, 2001 and 2000 <TABLE> <CAPTION> 2001 2000 --------------- --------------- <S> <C> <C> NET SALES $79,396,806 $73,876,538 COST OF GOODS SOLD 47,671,157 41,369,621 ----------- ----------- Gross profit 31,725,649 32,506,917 OPERATING EXPENSES: Research and development 4,900,810 3,873,935 Selling, general & administrative 4,924,088 4,139,139 ----------- ----------- Total operating expenses 9,824,898 8,013,074 ----------- ----------- Operating income 21,900,751 24,493,843 OTHER INCOME: Interest and dividend income 3,654,576 2,676,282 Other, net 4,633 278,909 ----------- ----------- Total other income 3,659,209 2,955,191 ----------- ----------- Income before provision for federal income taxes 25,559,960 27,449,034 PROVISION FOR FEDERAL INCOME TAXES 8,307,000 8,899,000 ----------- ----------- NET INCOME $17,252,960 $18,550,034 =========== =========== Earnings Per Share: Basic $ 0.23 $ 0.25 Diluted $ 0.23 $ 0.25 Weighted Average Shares: Basic 74,375,407 73,521,804 Diluted 75,555,508 75,617,308 </TABLE> See accompanying notes to condensed consolidated financial statements. -3-
4 GENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2001 and 2000 <TABLE> <CAPTION> 2001 2000 ----------------- ----------------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 17,252,960 $ 18,550,034 Adjustments to reconcile net income to net cash provided by operating activities- Depreciation and amortization 3,764,949 2,722,208 (Gain) loss on disposal of equipment 171,665 (3,142) Deferred income taxes (135,991) (36,213) Amortization of deferred compensation 218,686 183,090 Change in operating assets and liabilities: Accounts receivable, net (2,066,710) (9,326,628) Inventories 258,823 (415,710) Prepaid expenses and other (1,537,453) 1,070,609 Accounts payable 3,444,896 1,635,873 Accrued liabilities 9,867,150 9,090,260 ------------- ------------- Net cash provided by operating activities 31,238,975 23,470,381 ------------- ------------- CASH FLOWS FROM INVESTING ACTIVITIES: (Increase) decrease in short-term investments (8,849,792) 1,408,548 Plant and equipment additions (17,248,034) (8,069,857) Proceeds from sale of plant and equipment 1,214,285 3,700 (Increase) decrease in long-term investments 6,594,225 (5,280,473) (Increase) decrease in other assets (134,793) 55,733 ------------- ------------- Net cash used for investing activities (18,424,109) (11,882,349) ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock and tax benefit of stock plan transactions 3,496,768 5,958,373 ------------- ------------- Net cash provided by financing activities 3,496,768 5,958,373 ------------- ------------- NET INCREASE IN CASH AND CASH EQUIVALENTS 16,311,634 17,546,405 CASH AND CASH EQUIVALENTS, beginning of period 110,195,583 69,227,972 ------------- ------------- CASH AND CASH EQUIVALENTS, end of period $ 126,507,217 $ 86,774,377 ============= ============= </TABLE> See accompanying notes to condensed consolidated financial statements. -4-
5 GENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (1) The condensed consolidated financial statements included herein have been prepared by the Registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Registrant's 2000 annual report on Form 10-K. (2) In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only a normal and recurring nature, necessary to present fairly the financial position of the Registrant as of March 31, 2001, and December 31, 2000, and the results of operations and cash flows for the interim periods presented. In June 1998 and June 2000, the Financial Accounting Standards Board issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities-an amendment of SFAS No. 133, respectively, which establish accounting and reporting standards for all derivative instruments and hedging activities. These statements require an entity to recognize all derivatives as either assets or liabilities in the balance sheet and measure those investments at fair value. Adoption of these pronouncements on January 1, 2001 had minimal effect on the Company's consolidated results of operations, financial position and financial disclosures. (3) Inventories consisted of the following at the respective balance sheet dates: <TABLE> <CAPTION> March 31, 2001 December 31, 2000 -------------- ----------------- <S> <C> <C> Raw materials $ 7,116,666 $ 7,362,544 Work-in-process 1,391,407 1,488,326 Finished goods 3,320,617 3,236,643 ----------- ----------- $11,828,690 $12,087,513 =========== =========== </TABLE> (4) Comprehensive income reflects the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. For the Company, comprehensive income represents net income adjusted for items such as unrealized gains and losses on certain investments and foreign currency translation adjustments. Comprehensive income was as follows: <TABLE> <CAPTION> March 31, 2001 March 31, 2000 -------------- -------------- <S> <C> <C> Quarter Ended $14,763,386 $19,599,821 </TABLE> (5) The increase in common stock and additional paid-in capital during the quarter ended March 31, 2001, is attributable to the issuance of 266,421 shares of the Company's common stock under its stock-based compensation plans. (6) The Company currently manufactures electro-optic products, including automatic-dimming rearview mirrors for the automotive industry and fire protection products for the commercial building industry: <TABLE> <CAPTION> Quarter Ended March 31, ----------------------- Revenue: 2001 2000 ---- ---- <S> <C> <C> Automotive Products $74,119,197 $68,761,212 Fire Protection Products 5,277,609 5,115,326 ----------- ----------- Total $79,396,806 $73,876,538 =========== =========== Operating Income: Automotive Products $21,006,969 $23,633,033 Fire Protection Products 893,782 860,810 ----------- ----------- Total $21,900,751 $24,493,843 =========== =========== </TABLE> -5-
6 GENTEX CORPORATION AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS: FIRST QUARTER 2001 VERSUS FIRST QUARTER 2000 Net Sales. Net sales for the first quarter of 2001 increased by approximately $5,520,000, or 7%, when compared with the first quarter last year. Net sales of the Company's automotive mirrors increased by 8% as automatic mirror unit shipments increased by 7% from approximately 1,733,000 in the first quarter of 2000 to 1,850,000 in the current quarter. This increase reflected increased penetration of interior and exterior electrochromic Night Vision Safety(TM) (NVS(R)) Mirrors on 2001 model year vehicles manufactured overseas. Shipments to customers in North America decreased by 9%, primarily due to reduced North American automotive production schedules. Mirror unit shipments to automotive customers outside North America increased by 37% compared with the first quarter in 2000, primarily due to increased interior and exterior mirror sub-assembly shipments to European and Japanese automakers. Net sales of the Company's fire protection products increased 3%, primarily due to higher sales of certain of the Company's smoke detectors and signaling products. Cost of Goods Sold. As a percentage of net sales, cost of goods sold increased from 56% in the first quarter of 2000 to 60% in the first quarter of 2001. This increased percentage primarily reflected customer price reductions, changes in product mix, and the continued ramp-up of the Company's third automotive supply manufacturing facility. Operating Expenses. Research and development expenses increased approximately $1,027,000, and increased from 5% to 6% of net sales, when compared with the same quarter last year, primarily reflecting additional staffing, engineering and testing for new product development, including mirrors with additional electronic features. Selling, general and administrative expenses increased approximately $785,000, but remained unchanged at 6% of net sales, when compared with the first quarter of 2000. This increased expense primarily reflected the expansion of the Company's overseas sales and engineering offices. Other Income - Net. Other income increased by approximately $704,000 when compared with the first quarter of 2000, primarily due to higher interest rates and investable fund balances, partially offset by lower realized gains on the sale of equity investments. FINANCIAL CONDITION: Management considers the Company's working capital and long-term investments totaling approximately $328,601,000 at March 31, 2001, together with internally generated cash flow and an unsecured $5,000,000 line of credit from a bank, to be sufficient to cover anticipated cash needs for the foreseeable future. TRENDS AND DEVELOPMENTS: The Company is subject to market risk exposures of varying correlations and volatilities, including foreign exchange rate risk, interest rate risk and equity price risk. There were no significant changes in the market risks reported in the Company's 2000 10-K report. The Company has some assets, liabilities and operations outside the United States, which currently are not significant. Because the Company sells its automotive mirrors throughout the world, it could be significantly affected by weak economic conditions in foreign markets that could reduce demand for its products. In addition to price reductions over the life of its long-term agreements, the Company continues to experience pricing pressures from its automotive customers, which have affected, and which will continue to affect, its margins to the extent that the Company is unable to offset the price reductions with productivity improvements, engineering and purchasing cost reductions, and increases in unit sales volume. In addition, the Company continues to experience some pressure for select raw material cost increases. -6-
7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - CONTINUED TRENDS AND DEVELOPMENTS - CONTINUED: The Company currently supplies NVS(R) Mirrors to DaimlerChrysler AG and General Motors Corporation under long-term agreements. The long-term supply agreement with DaimlerChrysler AG runs through the 2003 Model Year, while the GM contract is through the 2004 Model Year for inside mirrors. The Board of Directors of the Company approved an Amended and Restated Shareholder Protection Rights Plan that became effective March 29, 2001. This Plan amends and restates a plan adopted in 1991. The Plan Agreement is filed as Exhibit 4(b) to this filing. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information called for by this item is provided under the caption "Trends and Developments" under Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition. Statements in this Quarterly Report on Form 10-Q which express "belief", "anticipation" or "expectation" as well as other statements which are not historical fact, are forward-looking statements and involve risks and uncertainties described under the headings "Management's Discussion and Analysis of Results of Operations and Financial Condition" and "Trends and Developments" that could cause actual results to differ materially from those projected. All forward-looking statements in this Report are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statements. -7-
8 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) See Exhibit Index on Page 10. (b) No reports on Form 8-K were filed during the three months ended March 31, 2001. -8-
9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GENTEX CORPORATION Date: 4/27/01 /s/ Fred T. Bauer ------------------------------ --------------------------------- Fred T. Bauer Chairman and Chief Executive Officer Date: 4/27/01 /s/ Enoch C. Jen ------------------------------- --------------------------------- Enoch C. Jen Vice President - Finance, Principal Financial and Accounting Officer -9-
10 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION PAGE - ----------- ----------- ---- 3(a)(1) Registrant's Articles of Incorporation were filed in 1981 as Exhibit 2(a) to a Registration Statement on Form S-18 (Registration No. 2-74226C), an Amendment to those Articles was filed as Exhibit 3 to Registrant's Report on Form 10-Q in August of 1985, an additional Amendment to those Articles was filed as Exhibit 3(a)(1) to Registrant's Report on Form 10-Q in August of 1987, an additional Amendment to those Articles was filed as Exhibit 3(a)(2) to Registrant's Report on Form 10-K dated March 10, 1992, an Amendment to Articles of Incorporation, adopted on May 9, 1996, was filed as Exhibit 3(a)(2) to Registrant's Report on Form 10-Q dated July 31, 1996, and an Amendment to Articles of Incorporation, adopted on May 21, 1998, was filed as Exhibit 3(a)(2) to Registrant's Report on Form 10-Q dated July 30, 1998, all of which are hereby incorporated herein be reference. 3(b)(1) Registrant's Bylaws as amended and restated August 18, 2000, were filed on Exhibit 3(b)(1) to Registrant's Report on Form 10-Q dated October 27, 2000, and the same is hereby incorporated herein by reference. 4(a) A specimen form of certificate for the Registrant's common stock, par value $.06 per share, was filed as part of a Registration Statement on Form S-18 (Registration No. 2-74226C) as Exhibit 3(a), as amended by Amendment No. 3 to such Registration Statement, and the same is hereby incorporated herein by reference. 4(b) Amended and Restated Shareholder Protection Rights Agreement, dated as of March 29, 2001, including as Exhibit A the form of Certificate of Adoption of Resolution Establishing Series of Shares of Junior Participating Preferred Stock of the Company, and as Exhibit B the form of Rights Certificate and of Election to Exercise. 12 10(a)(1) A Lease dated August 15, 1981, was filed as part of a Registration Statement (Registration Number 2-74226C) as Exhibit 9(a)(1), and the same is hereby incorporated herein by reference. 10(a)(2) A First Amendment to Lease dated June 28, 1985, was filed as Exhibit 10(m) to Registrant's Report on Form 10-K dated March 18, 1986, and the same is hereby incorporated herein by reference. *10(b)(1) Gentex Corporation Qualified Stock Option Plan (as amended and restated, effective August 25, 1997) was filed as Exhibit 10(b)(1) to Registrant's Report on Form 10-Q, and the same is hereby incorporated herein by reference. *10(b)(2) Gentex Corporation Second Restricted Stock Plan. 46 -10-
11 EXHIBIT NO. DESCRIPTION PAGE - ----------- ----------- ---- *10(b)(3) Gentex Corporation Non-Employee Director Stock Option Plan (as amended and restated, effective March 7, 1997), was filed as Exhibit 10(b)(4) to Registrant's Report on Form 10-K dated March 7, 1997, and the same is incorporated herein by reference. 10(e) The form of Indemnity Agreement between Registrant and each of the Registrant's directors was filed as a part of a Registration Statement on Form S-2 (Registration No. 33-30353) as Exhibit 10(k) and the same is hereby incorporated herein by reference. ---------------------------------------------------------- *Indicates a compensatory plan or arrangement. -11-