1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR FISCAL YEAR ENDED DECEMBER 31, 2000.
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to .
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Commission File No.: 0-10235
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GENTEX CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2030505
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 N. CENTENNIAL STREET, ZEELAND, MICHIGAN 49464
(Address of principal executive offices) (Zip Code)
(616) 772-1800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each exchange on which registered
NONE
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Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.06 PER SHARE
(Title of Class)
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:
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
As of March 1, 2001, 74,360,238 shares of the registrant's common stock, par
value $.06 per share, were outstanding. The aggregate market value of the common
stock held by non-affiliates of the registrant (i.e., excluding shares held by
executive officers, directors, and control persons as defined in Rule 405, 17
CFR 203.405) on that date was $1,777,264,358 computed at the closing price on
that date.
Portions of the Company's Proxy Statement for its 2001 Annual Meeting of
Shareholders are incorporated by reference into Part III.
Exhibit Index located at Page 31
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Statements in this Annual Report on Form 10-K 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 below under the headings "Business" and "Management's
Discussion and Analysis of Results of Operations and Financial Condition" that
could cause actual results to differ materially from those projected. All
forward-looking statements in this Annual 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.
PART I
ITEM 1. BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS
Gentex Corporation (the "Company") designs, develops, manufactures and
markets proprietary products employing electro-optic technology:
automatic-dimming rearview mirrors and fire protection products.
The Company was organized in 1974 to manufacture residential smoke
detectors, a product line that has since evolved into a more sophisticated group
of fire protection products for commercial applications. In 1982, the Company
introduced an automatic interior rearview mirror that was the first commercially
successful glare-control product offered as an alternative to the conventional,
manual day/night mirror. In 1987, the Company introduced its interior Night
Vision Safety(TM) (NVS(R)) Mirror, an electrochromic automatic-dimming interior
rearview mirror, providing the first successful commercial application of
electrochromic technology in the automotive industry and world. Through the use
of electrochromic technology, this mirror is continually variable and
automatically darkens to the degree required to eliminate rearview headlight
glare. In 1991, the Company introduced its exterior Night Vision Safety(TM)
Mirror Sub-Assembly, which works as a complete glare-control system with the
interior NVS(R) Mirror. In 1997, the Company began making volume shipments of
three new exterior mirror sub-assembly products: thin glass flat, convex and
aspheric.
At the end of 1999, the Company announced the second generation of its
light-emitting diode (LED) technology which could have significant automotive
and non-automotive lighting applications.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
See Note (9) to the Consolidated Financial Statements filed with this
report.
(c ) NARRATIVE DESCRIPTION OF BUSINESS
The Company currently manufactures electro-optic products, including
automatic-dimming rearview mirrors for the automotive industry and fire
protection products primarily for the commercial building industry.
AUTOMATIC-DIMMING REARVIEW MIRRORS
Interior NVS(R) Mirrors. In 1987, the Company achieved a significant
technological breakthrough by applying electrochromic technology to the
glare-sensing capabilities of its Motorized Mirror. Through the use of this
technology, the mirror gradually darkens to the degree necessary to eliminate
rearview glare from following vehicle headlights. The NVS(R) Mirror offers all
of the continuous reflectance levels between its approximate 75%
full-reflectance state and its 7% least-reflectance state, taking just a few
seconds to span the entire range. Special electro-optic sensors in the mirror
detect glare and electronic circuitry supplies electricity to darken the mirror
to only the precise level required to eliminate glare, allowing the driver to
maintain maximum vision. This is accomplished by the utilization of two layers
of precision glass with special conductive coatings that are separated by the
Company's proprietary electrochromic materials. When the appropriate light
differential is detected, an electric current causes the electrochromic material
to darken, decreasing the mirror's reflectance, thereby eliminating glare.
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During 1991, the Company began shipping the first advanced-feature
interior NVS(R) Mirror, the NVS(R) Headlamp Control Mirror, an automatic-dimming
mirror that automatically turns car head- and taillamps "on" and "off" in
response to the level of light observed. During 1992, the Company began shipping
its NVS(R) Lighted Mirror, with map/reading lights, and during 1993, the Company
began shipping its NVS(R) Compass Mirror, with an electronic compass that
automatically compensates for changes in the earth's magnetic field. During
1997, the Company began shipping a third-generation NVS(R) Headlamp Control
Mirror, a second-generation NVS(R) Compass Mirror, and a new interior NVS(R)
Mirror that digitally displays either a compass or outside temperature reading.
During 1998, the Company began shipping new compass mirrors with integral LED
map lamps, a major improvement over mirrors with standard incandescent map
lamps. At the beginning of 2000, the Company began shipping to General Motors
interior NVS(R) Mirrors that serve as the driver interface for the OnStar(R)
System, an in-vehicle safety, security and information service using Global
Positioning System (GPS) satellite technology.
The Company sold approximately 3,320,000 interior NVS(R) Mirrors in
1998, approximately 4,008,000 in 1999, and approximately 4,609,000 in 2000.
During 2000, the unit growth primarily resulted from increased
penetration of light vehicles manufactured in Europe and Asia. The Company's
interior NVS(R) Mirrors are standard equipment or factory or
distributor/dealer-installed options on the following 2001 and 2001-1/2 vehicle
models:
TABLE 1. INTERIOR NVS(R) MIRROR AVAILABILITY BY VEHICLE LINE
(NORTH AMERICAN MANUFACTURERS)
GM/Cadillac Catera O Town Car (Cartier, Executive, S
Signature)
Deville (ECC/OS) S Ford/Mercury Grand Marquis (ECC) O
Deville DHS / DTS (ECC/OS) S DaimlerChrysler / 300M S
Eldorado ESC / ETC (ECC/OS) S Chrysler Concorde O
Escalade (ECC/T) S Concorde LXi S
Seville SLS (OS) S* LHS S
Seville STS (OS) S* Sebring Convertible (EL) S
GM/Buick LeSabre Custom (OS) O* Town & Country Limited (EH) S
LeSabre Limited (OS) S* DaimlerChrysler / Dakota Pickup O
Park Avenue (ECC/OS) O Dodge Durango O
Park Avenue-Ultra (ECC/OS) S Grand Caravan ES (EH) S
GM/Oldsmobile Aurora V6 (ECC/OS) O Intrepid O
Aurora V8 (ECC/OS) S Ram Pickup O
Intrigue GLS (ECC/EL/OS) S DaimlerChrysler / Grand Cherokee Laredo O
GM/Pontiac Bonneville (SSEi, SLE) (OS) S Jeep Grand Cherokee Limited S
Bonneville (OS) S DaimlerChrysler / Prowler (ECC/EL) S
GM/Chevrolet Blazer (OS) O Plymouth
Corvette (EL) O DaimlerChrysler/ ML 3W SUV O
Silverado Pickup / Crew Cab (ECC/OS) O Mercedes-Benz ML 430 / 55 SUV S
Suburban (ECC/T) O BMW X5 SAV O
Avalanche (ECC/T) S Southeast Toyota / 4-Runner (Limited, SR5) (ECC/T) O
Tahoe (ECC/T) O Gulf State Toyota / Avalon (ECC) O
GM/GMC Jimmy (OS) O Toyota Motor Sales Camry (ECC) O
Savana Van (ECC/T) O Celica (ECC/T) O
Sierra Pickup / Crew Cab (ECC/T/OS) O Tundra (ECC/T) O
Yukon (ECC/T) S RAV4 (ECC/T) O
Yukon (XL, Denali) (ECC/T) S Sienna (ECC/T) O
Ford Crown Victoria (ECC) O Solara (ECC/T) O
Expedition O Highlander (Limited, SR5) (ECC/T) O
Explorer (EH) O Sequoia O
F-Series Pickup (Lariat, S Subaru / Forester (ECC/T) O
Harley) New England Dist. Legacy (ECC/T) O
Windstar SE O Outback (ECC/T) O
Windstar (SEL, Limited) S Toyota Avalon O
Ford/Lincoln LS V6 (ECC) O Camry Solara O
LS V8 (ECC) S Sienna (ECC) O
Continental (ECC/EL) S
Navigator S
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TABLE 1. INTERIOR NVS(R) MIRROR AVAILABILITY BY VEHICLE LINE - CONTINUED
(MANUFACTURERS OUTSIDE OF NORTH AMERICA)
Audi A8 S Mitsubishi Montero Sport SUV (ECC/T) O
Bentley Bentley (RKE) S Magna Verde O
Continental (RKE) S Nissan Cedric O
BMW 700 Series O Gloria O
500 Series O Maxima O
300 Series O Porsche 911 O
Daewoo/Ssangyong Chairman S Rolls Royce Arnage (RKE) S
Korando S Samsung SM5 O
Musso S Toyota Land Cruiser (ECC) S
Fiat Alfa Romeo O Cynus O
Lancia Aurelia O Cellion S
Lancia Kappa O Yulon Motors Cefiro O
Lybra O
Fiat (Brazil) Marea O
Ford (Europe) Mondeo O
Ford (Taiwan) Mondeo (EH) O
Ford / Jaguar XJ O
XK8 O
Ford / Land Rover Discovery (ECC) O
Range Rover S
75R40 O
GM (Brazil) Vectra S
GM (China) Buick Century/Regal (ECC/EL) S
Hyundai Dynasty S
Grandeur O
Sonata O
Santa Fe S
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Tiburon S KEY:
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EQuus S S = Standard equipment
Trajet S O = Optional equipment
Infiniti Q45 O * = ECC offered as upgrade option
I30 (ECC) O
KIA Motors Corp. Potentia S NVS(R)MIRROR WITH:
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Enterprise S EH = Automatic Headlamp Control
Lexus GS300 O* EL = Map Lights
GS430 S* ECC = Electronic Compass Display
LS430 S ECC/T = Electronic Compass and Temperature Display
RX300 O* RKE = Remote Keyless Entry
SC300 O OS = OnStar(R)
LX470 S*
SC430 S
Daimler/Chrysler / C Class (Europe) O
Mercedes-Benz C 240/320 (U.S.) S
CL 500/55 AMG/600 (U.S.) S
CLK 320/430/55 (U.S.) S
E Class (Europe) O
E 320/430/55 (U.S.) S
S Class(Europe) S
S 430/500/55 AMG/600 (U.S.) S
SL 500/600 (U.S.) S
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Exterior NVS(R) Mirror Sub-Assemblies. The Company has devoted
substantial research and development efforts to the development of its
electrochromic technology to permit its use in exterior rearview mirrors.
Exterior NVS(R) mirrors are controlled by the sensors and electronic circuitry
in the interior NVS(R) Mirror, and both the interior and exterior mirrors dim
simultaneously. During 1991, the Company's efforts culminated in a design that
is intended to provide acceptable long-term performance in all environments
likely to be encountered. In 1994, the Company began shipments of its complete
three-mirror system, including the convex (curved glass) wide-angle NVS(R)
Mirror to BMW. During 1997, the Company began making volume shipments of three
new exterior mirror products - - thin glass flat, convex and aspheric. The
Company currently sells its exterior NVS(R) Mirror Sub-Assemblies to exterior
mirror suppliers of General Motors, DaimlerChrysler, Ford, Audi, BMW, Fiat,
Infiniti and Mitsubishi, who assemble the exterior NVS(R) Mirror Sub-Assemblies
into full mirror units for subsequent resale to the automakers.
The Company sold approximately 1,582,000 exterior NVS(R) Mirror
Sub-Assemblies during 1998, approximately 1,952,000 in 1999, and approximately
2,148,000 in 2000. During 2000, unit growth primarily resulted from the
increased penetration of light vehicles in Europe.
The exterior NVS(R)Mirror is standard equipment or a factory-installed
option on the following 2001 and 2001-1/2 vehicle models:
TABLE 2. EXTERIOR NVS(R) MIRROR AVAILABILITY BY VEHICLE LINE
GM/Cadillac Deville S Audi A4 (F/C/A) O
Deville DHS/DTS S A6 (F/C/A) O
Eldorado ESC/ETC S A8 (F/C/A) S
Escalade S S4 (F/C/A) O
Seville SLS (F/C) S BMW 700 Series (F/C/A) O
Seville STS (F/C) S 500 Series (F/C/A) O
GM / Buick Century Limited O X5 SAV (F/C/A) O
LeSabre Limited S DaimlerChrysler / C Class (Europe) (A) O
Park Avenue O Mercedes- Benz C 240/320 (U.S.) S
Park Avenue Ultra S CL 500/55 AMG/600 (U.S.) S
Regal (RS, GS) O CLK 320/430/55 (U.S.) S
GM / Chevrolet Blazer O E Class (Europe) (F/A) O
Corvette O E 320/430/55 (U.S.) O
Suburban O ML320 SUV (F/A) O
Tahoe O ML430/55 SUV (F/A) S
Avalanche O S Class (Europe) (F/A) S
Denali S S 430/500/55 AMG/600 (U.S.) S
Jimmy O SL 500/600 (U.S.) S
Yukon O Fiat Lancia Aurelia (A) O
Yukon XL O Ford / Jaguar XJ / XJ8 (C) O
Sierra Centennial S XK8 (C) O
Ford/Lincoln Continental O Ford / Land Rover Range Rover (F/C) O
Town Car (Cartier, Infiniti Q45 (F/C) O
Executive, Signature) S Mitsubishi Magna Verada O
DaimlerChrysler/ Town & Country Limited S
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Chrysler 300 M (F/C) O KEY: S = Standard Equipment
LHS (F/C) O O = Optional Equipment
DaimlerChrysler/Dodge Durango O
DaimlerChrysler/Jeep Grand Cherokee Limited S A = Aspheric Glass
F = Flat Glass (unless otherwise indicated)
C = Convex Glass
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Product Development. The Company plans to continue introducing
additional advanced-feature NVS(R) Mirrors. Advanced-feature NVS(R) Mirrors
currently being offered by the Company include the third-generation NVS(R)
Headlamp Control Mirror, the NVS(R) Lighted Mirror with LED map lamps, the
third-generation NVS(R) Compass Mirror, the NVS(R) Mirror with Remote Keyless
Entry, the NVS(R) Compass/Temperature Mirror, the NVS(R) Dual Display
Compass/Temperature Mirror, and the NVS(R) OnStar(R) Mirror. Also, the Company
has introduced an NVS(R) Base Feature Mirror to target the high-volume,
mid-priced vehicle segments,
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and larger-size interior and exterior NVS(R) Mirrors for use on vans and light
trucks. In 1996, Gentex introduced the first automatic-dimming "aspheric"
exterior mirror. Aspheric mirrors are wide-angle exterior mirrors that virtually
eliminate the "blind spot." During 1997, the Company introduced thin glass flat
and convex exterior mirrors.
Of particular importance to the Company has been the development of its
electrochromic technology for use in complete 3-mirror systems. In these
systems, both the driver and passenger-side exterior NVS(R) Mirrors are
controlled by the sensors and electronic circuitry in the interior rearview
mirror, and the interior and both exterior mirrors dim simultaneously. At the
end of 1996, the Company began shipping NVS(R) aspheric exterior mirrors to
Mercedes-Benz, followed by volume shipments during 1997.
The Company's success with electrochromic technology provides an
opportunity for other potential commercial applications, which the Company
expects to explore in the future as resources permit. Examples of possible
applications of electrochromic technology include windows for both the
automotive and architectural markets, sunroofs and sunglasses. Progress in
adapting electrochromic technology to the specialized requirements of the window
market continued in 2000. However, achieving the rigorous performance standards
needed for launching a commercial product still could require several years of
additional development work.
At the end of 1999, the Company announced the development of the second
generation of its LED technology, which represents the first time that white
light for illumination purposes can be achieved using high intensity LEDs on a
cost-effective basis. LEDs as illuminators could have significant automotive and
non-automotive lighting applications as they have many advantages over
incandescent lamps, including extremely long life, low heat generation, lower
current draw, more resistance to shock, and lower total cost of ownership.
Progress in developing this unique technology continued in 2000. However,
achieving cost and performance criteria required for commercial product
applications could still require many additional months of development efforts.
Markets and Marketing. The Company markets its automatic rearview
mirrors to domestic and foreign automotive manufacturers under the trademarks
"Night Vision Safety(TM)" or NVS(R) Mirrors. In North America, the Company
markets these products primarily through a direct sales force. The Company
currently supplies NVS(R) Mirrors to General Motors Corporation and
DaimlerChrysler AG (North America) under long-term agreements. During 2000, the
Company negotiated a contract extension for inside mirrors with General Motors
through the 2004 model year. The long-term supply agreement with DaimlerChrysler
AG extends through the 2003 model year. The Company's exterior NVS(R) Mirror
Sub-Assemblies are supplied to General Motors, Ford and DaimlerChrysler AG by
means of sales to exterior mirror suppliers.
During 1993, the Company established a sales and engineering office in
Germany and the following year, the Company formed a German limited liability
company, Gentex GmbH, to expand its sales and engineering support activities in
Europe. During 1999, the Company established Gentex Mirrors, Ltd., as a sales
and engineering office in the United Kingdom. During 2000, the Company
established Gentex France, SAS, as a sales and engineering office in France. The
Company's marketing efforts in Europe are conducted through Gentex GmbH, Gentex
Mirrors, Ltd., and Gentex France SAS, with limited assistance from independent
manufacturers' representatives. The Company is currently supplying mirrors to
Audi, Bavarian Motor Works, A.G. (BMW), Fiat, Jaguar, Land Rover, Mercedes-Benz,
Opel, Porsche, Rolls Royce, Saab and Volkswagen.
Since 1991, the Company has been shipping electrochromic mirror
assemblies for Nissan Motor Co., Ltd. under a reciprocal distribution agreement
with Ichikoh Industries, Ltd. (Ichikoh), a major Japanese supplier of automotive
products. Under this agreement, Ichikoh markets the Company's automatic mirrors
to certain Japanese automakers and their subsidiaries with manufacturing
facilities in Asia. The arrangement involves very limited technology transfer by
the Company and does not include the Company's proprietary electrochromic gel
formulation.
During 1993, the Company hired sales agent, Continental Far East, to
market NVS(R) Mirrors to other Japanese automakers beyond Nissan. During 1998,
the Company established Gentex Japan, Inc., as a sales and engineering office to
expand its sales and
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engineering support in Japan. During 1999, the Company signed an agreement with
Murakami Corporation, a major Japanese mirror manufacturer, to cooperate in
expanding sales of automatic-dimming mirrors using the Gentex electrochromic
technology.
Historically, new safety and comfort options have entered the original
equipment automotive market at relatively low rates on "top of the line" or
luxury model automobiles. As the selection rates for the options on the luxury
models increase, they generally become available on more models throughout the
product line and may become standard equipment. The recent trend of domestic and
foreign automakers is to offer several options as a package. As consumer demand
increases for a particular option, the mirror tends to be offered on more
vehicles and in higher option rate packages. The Company anticipates that its
NVS(R) Mirrors will be offered as standard equipment, in higher option rate
packages and on more models as consumer awareness of the safety and comfort
features becomes more well-known and acceptance grows.
Since 1998, Gentex Corporation has contracted with MITO Corporation to
sell several of its most popular automatic-dimming mirrors directly to consumers
in the automotive aftermarket; however, currently the Company directs no other
efforts to the sale of NVS(R) mirrors to the automotive aftermarket. It is
management's belief that such efforts are of limited value until the Company
achieves a significantly higher penetration of the original equipment
manufacturing market.
Competition. Gentex is the leading producer of automatic rearview
mirrors in the world and currently is the dominant supplier to the automotive
industry with an approximate 83% market share worldwide. While the Company
believes it will retain a dominant position, one other U.S. manufacturer
(Donnelly Corporation) is competing for sales to domestic and foreign vehicle
manufacturers and is supplying a number of domestic and foreign vehicle models
with its hybrid version of electrochromic mirrors. In addition, two Japanese
manufacturers are currently supplying a number of vehicle models in Japan with
solid-state electrochromic mirrors.
The Company believes its electrochromic automatic mirrors offer
significant performance advantages over competing products. However, Gentex
recognizes that Donnelly Corporation, a competitor, is considerably larger than
the Company and presents a significant competitive threat by using pricing as
its primary means to attempt to gain additional electrochromic mirror business.
There are numerous other companies in the world conducting research on
various technologies, including electrochromics, for controlling light
transmission and reflection. Gentex believes that the electrochromic materials
and manufacturing process it uses for automotive mirrors remains the most
efficient and cost-effective way to produce such products. While
automatic-dimming mirrors using other technologies may eliminate glare, each of
these technologies have inherent cost or performance limitations.
FIRE PROTECTION PRODUCTS
The Company manufactures over 60 different models of smoke alarms and
smoke detectors, combined with over 160 different models of signaling
appliances. All of the smoke detectors/alarms operate on a photoelectric
principle to detect smoke. While the use of photoelectric technology entails
greater manufacturing costs, the Company believes that these detectors/alarms
are superior in performance to competitive devices that operate through an
ionization process, and are preferred in most commercial residential
occupancies. Photoelectric detectors/alarms feature low light-level detection,
while ionization detectors utilize an ionized atmosphere, the electrical
conductivity of which varies with changes in the composition of the atmosphere.
Photoelectric detectors/alarms are widely recognized to respond more quickly to
slow, smoldering fires, a common form of dwelling unit fire and a frequent cause
of fire-related deaths. In addition, photoelectric detectors are less prone to
nuisance alarms and do not require the use of radioactive materials necessary
for ionization detectors. Photoelectric smoke detectors/alarms are now being
required by an increasing number of city and state laws, and national codes.
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The Company's fire protection products provide the flexibility to be
wired as part of multiple-function systems and consequently are generally used
in fire detection systems common to large office buildings, hotels, motels,
military bases, college dormitories and other commercial establishments.
However, the Company also offers single-station alarms for both commercial and
residential applications. While the Company does not emphasize the residential
market, some of its fire protection products are used in single-family
residences that utilize fire protection and security systems. The Company's
detectors emit audible and/or visual signals in the immediate location of the
device and/or communicate with monitored remote stations.
In recent years, the Company introduced further improvements to its
line of smoke detectors/alarms, including submersibility to enhance maintenance,
and a new design feature that permits greater ease in sensitivity testing. The
Company offers the only detection device that may be completely submersed in
water for cleaning purposes. This feature permits more effective and convenient
cleaning of the product, thereby enhancing reliability. In addition, the
patented sensitivity test feature permits the user to check the calibration of
the least and most sensitive detection levels of the detector with the simple
turn of a knob. The National Fire Protection Association's code requires that
all single station smoke alarms installed in dwellings larger than 1-2 family
must annually conduct this sensitivity test.
In 1997, the Company introduced a new visual and audible signaling
line. The visual (strobe) was designed to meet the Underwriters Laboratories
standard without any loss of efficiency. This product draws one of the lowest
amounts of current consumption in the industry. It is also available with the
largest array of visual intensities offered to meet virtually all room sizes and
configurations.
Also, during 1997, the Company became one of the first companies in the
fire alarm market to implement the temporal code 3 pattern on the smoke
detection/alarm products.
In 1999, the Company introduced a new low current visual signaling
appliance for general evacuation purposes. The new audible/visual series offers
the widest array of light intensities in the industry and is one of the lowest
current consumption appliances available.
Markets and Marketing. The Company's fire protection products are sold
directly to fire protection and security product distributors under the
Company's brand name, electrical wholesale houses, and to original equipment
manufacturers of fire protection systems under both the Company's brand name and
private labels. The Company markets its fire protection products throughout the
United States through regional sales managers and manufacturer representative
organizations.
Competition. The fire protection products industry is highly
competitive in terms of both the smoke detectors and signaling device markets.
The Company estimates that it competes principally with eleven manufacturers of
smoke detection products for commercial use and approximately four manufacturers
within the residential market, three of which produce photoelectric smoke
detectors. In the signaling device markets, the Company estimates it competes
with approximately eight manufacturers. While the Company faces significant
competition in the sale of smoke detectors and signaling devices, it believes
that the recent introduction of new products, improvements to its existing
products, its diversified product line, and the availability of special features
will permit the Company to maintain its competitive position.
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TRADEMARKS AND PATENTS
The Company owns 7 trademarks and 76 U.S. patents, 73 of which relate
to electrochromic technology and/or automotive rearview mirrors. These patents
expire between 2002 and 2019. The Company believes that these patents provide
the Company a significant competitive advantage in the automotive rearview
mirror market; however, none of these patents is required for the success of any
of the Company's products.
The Company also owns 38 foreign patents, 36 of which relate to
automotive rearview mirrors. These patents expire at various times between 2002
and 2018. The Company believes that the competitive advantage derived in the
relevant foreign markets for these patents is comparable to that experienced in
the U.S. market.
The remaining 3 U.S. patents and 2 foreign patents relate to the
Company's fire protection products, and the Company believes that the
competitive advantage provided by these patents is relatively small.
The Company also has in process 135 U.S. patent applications, 109
foreign patent applications, and 6 trademark applications. The Company
continuously seeks to improve its core technologies and apply those technologies
to new and existing products. As those efforts produce patentable inventions,
the Company expects to file appropriate patent applications.
MISCELLANEOUS
The Company considers itself to be engaged in the manufacture and sale
of automatic rearview mirrors for the automotive industry and fire protection
products for the commercial building industry. The Company has several important
customers within the automotive industry, two of which each account for 10% or
more of the Company's annual sales: General Motors Corporation and
DaimlerChrysler AG. The loss of either of these customers could have a material
adverse effect on the Company. The Company's backlog of unshipped orders was
$74,503,000 and $68,976,000 at March 1, 2001 and 2000, respectively.
At March 1, 2001, the Company had 1,590 full-time employees. None of
the Company's employees are represented by a labor union or other collective
bargaining representative. The Company believes that its relations with its
employees are good.
ITEM 2. PROPERTIES.
The Company operates out of four office/manufacturing facilities in
Zeeland, Michigan, approximately 25 miles southwest of Grand Rapids. The office
and production facility for the Fire Protection Products Group is a
25,000-square-foot, one-story building leased by the Company since 1978 from
related parties (see Part III, Item 13, of this report).
The corporate office and production facility for the Company's
Automotive Products Group is a modern, two-story, 130,000-square-foot building
of steel and masonry construction situated on a 40-acre site in a well-kept
industrial park. An additional 128,000-square-foot office/manufacturing facility
on this site was opened during 1996. The Company has expanded its automotive
production facilities by constructing a third 170,000 square-foot facility on
its current site which opened in the second quarter of 2000 to meet the
Company's current and near term future automotive production needs.
ITEM 3. LEGAL PROCEEDINGS
None that are material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table lists the names, ages, and positions of all of the
Company's executive officers. Officers are elected at the first meeting of the
Board of Directors following the annual meeting of shareholders.
NAME AGE POSITION POSITION HELD SINCE
- -------------------------------------------------------------------------------------------------------------------
Fred Bauer 58 Chief Executive Officer May 1986
Kenneth La Grand 60 Executive Vice President September 1987
Dennis Alexejun 49 Vice President, North American Automotive Marketing September 1998
John Carter 53 Vice President, Engineering / Mechanical June 1997
Enoch Jen 49 Vice President-Finance, Treasurer February 1991
- -------------------------------------------------------------------------------------------------------------------
There are no family relationships among the officers listed in the
preceding table.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's common stock trades on The Nasdaq Stock Market(R). As of
March 1, 2001, there were 2,608 record holders of the Company's common stock.
Ranges of high and low sale prices of the Company's common stock reported
through The Nasdaq Stock Market for the past two fiscal years appear in the
following table.
YEAR QUARTER HIGH LOW
------------------------------------------------------------------------
1999 First 25 3/4 19 3/4
Second 34 7/8 20 1/2
Third 32 1/4 18
Fourth 29 1/16 16
2000 First 39 7/8 24 3/4
Second 37 11/16 24 3/8
Third 30 1/16 20 1/2
Fourth 27 1/4 16 3/16
The Company has never paid any cash dividends on its common stock, and
management does not anticipate paying any cash dividends in the foreseeable
future.
-10-
11
ITEM 6. SELECTED FINANCIAL DATA
(in thousands except per share data)
- -----------------------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
- -----------------------------------------------------------------------------------------------------------
Net Sales $297,421 $262,155 $222,292 $186,328 $148,708
Net Income 70,544 64,864 50,307 35,230 23,963
- ----------------------------------------------------------------------------------------------------------
Earnings Per Share* 0.93 0.86 0.68 0.49 0.34
- ----------------------------------------------------------------------------------------------------------
Total Assets $428,129 $337,673 $254,890 $189,783 $140,378
- ----------------------------------------------------------------------------------------------------------
Long-Term Debt
Outstanding at
Year End $ - $ - $ - $ - $ -
- ----------------------------------------------------------------------------------------------------------
*Diluted; adjusted for 2-for-1 stock splits in June 1998 and 1996.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
RESULTS OF OPERATIONS.
The following table sets forth for the periods indicated certain items
from the Company's Consolidated Statements of Income expressed as a percentage
of net sales and the percentage change of each such item from that in the
indicated previous year.
Percentage of Net Sales Percentage Change
--------------------------------- -----------------
Year Ended December 31 2000 1999
--------------------------------- to to
2000 1999 1998 1999 1998
---- ---- ---- ---- ----
Net Sales 100.0% 100.0% 100.0% 13.5% 17.9%
Cost of Goods Sold 58.0 56.8 59.3 15.9 12.8
------ ------ ------ ------ -------
Gross Profit 42.0 43.2 40.7 10.2 25.4
Operating Expenses:
Research and Development 5.7 5.2 5.0 22.9 25.2
Selling, General and Administrative 5.9 5.4 5.4 25.5 16.5
------ ------ ------ ------ -------
Total Operating Expenses 11.6 10.6 10.4 24.2 20.7
------ ------ ------ ------ -------
Operating Income 30.4 32.6 30.3 5.7 27.0
Other Income 4.7 4.1 3.3 32.0 46.1
------ ------ ------ ------ -------
Income Before Provision for Income Taxes 35.1 36.7 33.6 8.6 28.9
Provision for Income Taxes 11.4 12.0 11.0 8.4 28.7
------ ------ ------ ------ -------
Net Income 23.7% 24.7% 22.6% 8.8% 28.9%
====== ====== ====== ====== =======
RESULTS OF OPERATIONS: 2000 TO 1999
Net Sales. Automotive net sales increased by 14% and mirror shipments
increased by 13%, from 5,960,000 to 6,757,000 units, primarily reflecting
increased penetration on foreign 2000 and 2001 model year vehicles for interior
and exterior electrochromic Night Vision Safety (NVS) Mirrors. North American
unit shipments increased by 3%, while overseas unit shipments increased by 39%
during 2000. Net sales of the Company's fire protection products increased 2%.
Cost of Goods Sold. As a percentage of net sales, cost of goods sold
increased from 57% to 58%, primarily reflecting automotive customer price
reductions and the opening of a third automotive manufacturing facility,
partially offset by engineering and purchasing cost reductions, improved
exterior mirror element glass yields, and increased sales volume spread over
fixed overhead expenses.
Operating Expenses. Research and development expenses increased
approximately $3,145,000, and increased from 5% to 6% of net sales, primarily
due to additional staffing for new electronic and telematics product
development. Selling, general and administrative expenses increased
approximately $3,584,000, and increased from 5% to 6% of net sales, primarily
reflecting additional staffing in Europe and Japan, including the opening of a
new sales and engineering office in France, to support the Company's current and
future overseas sales growth.
-11-
12
Other Income - Net. Investment income increased $4,899,000 in 2000,
primarily due to higher investible fund balances and higher interest rates, and
other income decreased $1,480,000 in 2000, primarily due to realized equity
losses in 2000 compared to realized equity gains in 1999.
Taxes. The provision for federal income taxes varied from the statutory
rate in 2000 primarily due to Foreign Sales Corporation exempted taxable income
from increased foreign sales, and tax-exempt interest income.
Net Income. Net income increased by 9%, primarily reflecting the
increased sales level and investment income, partially offset by reduced gross
and operating margins in 2000.
RESULTS OF OPERATIONS: 1999 TO 1998
Net Sales. Automotive net sales increased by 19% and mirror shipments
increased by 22%, from 4,902,000 to 5,960,000 units, primarily reflecting
increased penetration on domestic and foreign 1999 and 2000 model year vehicles
for interior and exterior electrochromic Night Vision Safety (NVS(R)) Mirrors.
North American unit shipments increased by 22%, aided by record automotive
industry production levels, while overseas unit shipments increased by 20%
during 1999. Net sales of the Company's fire protection products increased 4%,
primarily due to increased sales of its AC/DC smoke detectors and low current
draw strobe.
Cost of Goods Sold. As a percentage of net sales, cost of goods sold
decreased from 59% to 57%, primarily reflecting product cost reductions in
connection with the Company's new in-house glass coating equipment installed in
mid-1998, improved exterior mirror element glass yields and increased sales
volume spread over fixed overhead expenses, partially offset by automotive
customer price reductions.
Operating Expenses. Research and development expenses increased
approximately $2,772,000, but remained at 5% of net sales, primarily due to
additional staffing for new product development and increased engineering
charges for outside services. Selling, general and administrative expenses
increased approximately $1,992,000, but remained at 5% of net sales, primarily
reflecting additional staffing in Europe and Japan to support the Company's
current and anticipated future overseas sales growth.
Other Income - Net. Investment income increased $2,569,000 in 1999,
primarily due to higher investable fund balances and higher interest rates.
Other income increased $804,000 in 1999, primarily due to realized equity
securities gains.
Taxes. The provision for income taxes was less than the statutory rate
in 1999, primarily due to higher Foreign Sales Corporation exempted taxable
income from increased foreign sales and tax-exempt interest income.
Net Income. Net income increased by 29%, primarily reflecting the
increased sales level and improved gross profit in 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial condition throughout the periods presented has
remained very strong.
The Company's current ratio increased from 8.4 in 1999, to 9.7 in 2000,
primarily as a result of the increase in cash and cash equivalents generated
from operations.
Management considers the Company's working capital of approximately
$170,865,000 and long-term investments of approximately $153,016,000 at December
31, 2000, 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.
-12-
13
INFLATION, CHANGING PRICES AND OTHER
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 and yield improvements, engineering and purchasing
cost reductions, and increases in sales volume. In addition, the Company
continues to experience some pressure for raw material cost increases.
The Company currently supplies NVS(R) Mirrors to DaimlerChrysler AG
(North America) and General Motors Corporation under long-term agreements. The
long-term supply agreement with DaimlerChrysler AG runs through the 2003 Model
Year, and the GM contract runs through the 2004 Model Year for inside mirrors.
MARKET RISK DISCLOSURE
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.
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.
The Company manages interest rate risk and default risk in its
fixed-income investment portfolio by investing in shorter-term maturities and
investment grade issues. The Company's fixed-income investments' maturities at
carrying value ($000,000), which closely approximates fair value, and average
interest rates are as follows:
Total Balance
as of December 31,
2001 2002 2003 2004 2005 2000 1999
----------------------------------------------------- ----------------------------
U.S. Treasuries
Amount $10.1 $48.9 $22.1 - - $81.1 $66.6
Average Interest Rate 6% 6% 6% 6% 6%
Municipal
Amount $12.7 $5.6 $ 2.4 $ .4 - $21.1 $32.2
Average Interest Rate* 4% 4% 4% 5% 4% 4%
Other
Amount $5.5 $4.7 $ 9.1 $2.4 $5.5 $27.2 $8.5
Average Interest Rate 6% 7% 7% 7% 7% 7% 6%
*After-tax
Most of the Company's equity investments are managed by a number of
outside equity fund managers who invest primarily in large capitalization
companies trading on the U.S. stock markets.
ITEM 7. A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
See "Market Risk Disclosure" in Management's Discussion and Analysis
(Item 7).
-13-
14
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following financial statements and reports of independent auditors
are filed with this report as pages 17 through 30 following the signature page:
Reports of Independent Auditors
Consolidated Balance Sheets as of December 31, 2000 and 1999
Consolidated Statements of Income for the years ended December 31,
2000, 1999 and 1998
Consolidated Statements of Shareholders' Investment for the years
ended December 31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows for the years ended December 31,
2000, 1999 and 1998
Notes to Consolidated Financial Statements
Selected quarterly financial data for the past two years appears in the
following table:
Quarterly Results of Operations
(in thousands except per share data)
- -------------------------------------------------------------------------------------------------------------------
First Second Third Fourth
2000 1999 2000 1999 2000 1999 2000 1999
- --------------------------------------------------------------------------------------------------------------------
Net Sales $73,877 $65,618 $76,756 $66,889 $71,934 $64,146 $74,854 $65,502
Gross Profit 32,507 28,993 32,120 29,337 28,550 25,794 31,776 29,211
Operating Income 24,494 22,288 23,363 22,159 19,985 18,744 22,570 22,332
Net Income 18,550 16,710 18,360 16,537 15,854 14,444 17,780 17,174
Earnings Per Share* $ .25 $ .22 $ .24 $ .22 $ .21 $ .19 $ .24 $ .23
- -------------------------------------------------------------------------------------------------------------------
*Diluted
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
Not applicable.
-14-
15
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information relating to executive officers is included in this report
in the last section of Part I under the caption "Executive Officers of the
Registrant". Information relating to directors appearing under the caption
"Election of Directors" in the definitive Proxy Statement for the 2001 Annual
Meeting of Shareholders and filed with the Commission is hereby incorporated
herein by reference. Information concerning compliance with Section 16(a) of the
Securities and Exchange Act of 1934 appearing under the caption "Section 16(A)
Beneficial Ownership Reporting Compliance" in the definitive Proxy Statement for
the 2001 Annual Meeting of Shareholders and filed with the Commission is hereby
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information contained under the caption "Executive Compensation"
contained in the definitive Proxy Statement for the 2001 Annual Meeting of
Shareholders and filed with the Commission is hereby incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information contained under the captions "Securities Ownership of
Management" and "Securities Ownership of Certain Beneficial Owners" contained in
the definitive Proxy Statement for the 2001 Annual Meeting of Shareholders and
filed with the Commission is hereby incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information contained under the caption "Transactions with
Management" contained in the definitive Proxy Statement for the 2001 Annual
Meeting of Shareholders and filed with the Commission is hereby incorporated
herein by reference.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements. See Item 8.
2. Financial Statements Schedules. None required or not
applicable.
3. Exhibits. See Exhibit Index located on page 31.
(b) No reports on Form 8-K were filed during the three-month
period ended December 31, 2000.
-15-
16
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) 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.
Dated: March 2, 2001 GENTEX CORPORATION
------------------
By: /s/ Fred Bauer
----------------------------------------
Fred Bauer, Chairman and Principal
Executive Officer
and
/s/ Enoch Jen
----------------------------------------
Enoch Jen, Vice President-Finance and
Principal Financial and Accounting
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on this 2nd day of March, 2001, by the
following persons on behalf of the Registrant and in the capacities indicated.
Each Director of the Registrant whose signature appears below hereby
appoints Enoch Jen and Kenneth La Grand, each of them individually, as his
attorney-in-fact to sign in his name and on his behalf, and to file with the
Commission any and all amendments to this report on Form 10-K to the same extent
and with the same effect as if done personally.
/s/ Fred Bauer Director
- -----------------------------------------------------
Fred Bauer
/s/ Mickey E. Fouts Director
- -----------------------------------------------------
Mickey E. Fouts
/s/ Kenneth La Grand Director
- -----------------------------------------------------
Kenneth La Grand
/s/ Arlyn Lanting Director
- -----------------------------------------------------
Arlyn Lanting
/s/ John Mulder Director
- -----------------------------------------------------
John Mulder
/s/ Fred Sotok Director
- -----------------------------------------------------
Fred Sotok
Director
- -----------------------------------------------------
Ted Thompson
/s/ Leo Weber Director
- -----------------------------------------------------
Leo Weber
-16-
17
REPORT OF INDEPENDENT AUDITORS
Gentex Corporation Board of Directors and Shareholders
We have audited the accompanying consolidated balance sheets of GENTEX
CORPORATION (a Michigan corporation) and subsidiaries as of December 31, 2000
and 1999, and the related consolidated statements of income, shareholders'
investment and cash flows for the years ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Gentex
Corporation and subsidiaries at December 31, 2000 and 1999, and the consolidated
results of their operations and their cash flows for the years ended in
conformity with accounting principles generally accepted in the United States.
/s/ Ernst & Young LLP
Grand Rapids, Michigan
January 18, 2001
-17-
18
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of Gentex Corporation:
We have audited the consolidated statements of income, shareholders'
investment and cash flows of GENTEX CORPORATION (a Michigan corporation) and
subsidiaries for the year ended December 31, 1998. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the results of the operations and the cash
flows of Gentex Corporation and subsidiaries for the year ended December 31,
1998, in conformity with accounting principles generally accepted in the United
States.
/s/ Arthur Andersen LLP
Grand Rapids, Michigan
January 21, 1999
-18-
19
GENTEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2000 AND 1999
ASSETS
2000 1999
---- ----
CURRENT ASSETS:
Cash and cash equivalents $110,195,583 $69,227,972
Short-term investments 28,246,967 25,505,657
Accounts receivable, less allowances
of $350,000 and $325,000 in 2000 and 1999 35,614,669 30,633,501
Inventories 12,087,513 9,975,178
Prepaid expenses and other 4,411,118 2,873,276
------------ -------------
Total current assets 190,555,850 138,215,584
PLANT AND EQUIPMENT:
Land, buildings and improvements 40,400,929 26,844,317
Machinery and equipment 84,480,366 68,703,998
Construction-in-process 4,816,097 12,676,977
------------ -------------
129,697,392 108,225,292
Less-Accumulated depreciation
and amortization (47,777,724) (36,887,239)
------------ -------------
81,919,668 71,338,053
OTHER ASSETS:
Long-term investments 153,016,195 125,816,629
Patents and other assets, net 2,636,980 2,302,504
------------ -------------
155,653,175 128,119,133
------------ -------------
$428,128,693 $337,672,770
============ =============
LIABILITIES AND SHAREHOLDERS' INVESTMENT
2000 1999
---- ----
CURRENT LIABILITIES:
Accounts payable $9,328,155 $8,288,327
Accrued liabilities:
Salaries, wages and vacation 1,973,485 1,758,941
Income taxes 1,805,500 1,215,735
Royalties 3,684,822 2,582,522
Other 2,899,290 2,624,686
------------ ------------
Total current liabilities 19,691,252 16,470,211
DEFERRED INCOME TAXES 6,333,880 4,151,143
SHAREHOLDERS' INVESTMENT:
Preferred stock, no par value,
5,000,000 shares authorized; none
issued or outstanding - -
Common stock, par value $.06 per share;
100,000,000 shares authorized 4,457,465 4,404,739
Additional paid-in capital 92,132,617 79,670,301
Retained earnings 303,213,652 232,669,586
Deferred compensation (2,532,327) (2,070,639)
Unrealized gain on investments 4,874,928 2,366,637
Cumulative translation adjustment (42,774) 10,792
------------ ------------
Total shareholders' investment 402,103,561 317,051,416
------------ ------------
$428,128,693 $337,672,770
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
-19-
20
GENTEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
2000 1999 1998
---- ---- ----
NET SALES $297,420,802 $262,155,498 $222,292,053
COST OF GOODS SOLD 172,467,846 148,820,129 131,900,585
------------- ------------- --------------
Gross profit 124,952,956 113,335,369 90,391,468
OPERATING EXPENSES:
Research and development 16,900,659 13,755,318 10,983,514
Selling, general and administrative 17,641,306 14,057,560 12,065,141
------------- ------------- --------------
Total operating expenses 34,541,965 27,812,878 23,048,655
------------- ------------- --------------
Operating income 90,410,991 85,522,491 67,342,813
OTHER INCOME:
Interest and dividend income 13,358,636 8,459,607 5,890,612
Other, net 753,439 2,233,658 1,429,705
------------- ------------- --------------
Total other income 14,112,075 10,693,265 7,320,317
------------- ------------- --------------
Income before provision
for income taxes 104,523,066 96,215,756 74,663,130
PROVISION FOR INCOME TAXES 33,979,000 31,352,000 24,356,000
------------- ------------- --------------
NET INCOME $70,544,066 $64,863,756 $50,307,130
============= ============= ==============
EARNINGS PER SHARE:
Basic $ 0.95 $ 0.89 $ 0.70
============= ============= ==============
Diluted $ 0.93 $ 0.86 $ 0.68
============= ============= ==============
The accompanying notes are an integral part of these consolidated financial
statements.
-20-
21
GENTEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
Common Stock Additional
------------ Paid-In Comprehensive Retained
Shares Amount Capital Income Earnings
------ ------ ------- ------ --------
BALANCE AS OF DECEMBER 31, 1997 35,399,147 $ 2,123,949 $ 53,654,663 $ 117,498,700
Issuance of common stock and the tax benefit
of stock plan transactions 1,023,593 61,416 13,371,605 - -
Amortization of deferred compensation - - - - -
Stock split 35,836,177 2,150,170 (2,150,170) - -
Comprehensive Income:
Net income - - - $50,307,130 50,307,130
Other comprehensive income:
Foreign currency translation adjustment - - - 58,177 -
Unrealized gain on investments - - - 423,200 -
------------
Other comprehensive income - - - 481,377 -
------------
Comprehensive income - - - $50,788,507 -
------------ ----------- ------------ ============ ------------
BALANCE AS OF DECEMBER 31, 1998 72,258,917 4,335,535 64,876,098 167,805,830
Issuance of common stock and the tax benefit
of stock plan transactions 1,153,399 69,204 14,794,203 - -
Amortization of deferred compensation - - - - -
Comprehensive Income:
Net income - - - $64,863,756 64,863,756
Other comprehensive income:
Foreign currency translation adjustment - - - (26,505) -
Unrealized gain on investments - - - 359,069 -
------------
Other comprehensive income - - - 332,564 -
------------
Comprehensive income - - - $65,196,320 -
------------ ----------- ------------ ============ ------------
BALANCE AS OF DECEMBER 31, 1999 73,412,316 4,404,739 79,670,301 232,669,586
Issuance of common stock and the tax benefit
of stock plan transactions 878,766 52,726 12,462,316 -
Amortization of deferred compensation - - - -
Comprehensive Income:
Net income - - - $70,544,066 70,544,066
Other comprehensive income:
Foreign currency translation adjustment - - - (53,566) -
Unrealized gain on investments - - - 2,508,291 -
------------
Other comprehensive income - - - 2,454,725 -
------------
Comprehensive income - - - $72,998,791 -
------------ ----------- ------------ ============ ------------
BALANCE AS OF DECEMBER 31, 2000 74,291,082 $4,457,465 $92,132,617 $303,213,652
============ =========== ============ ============
Accumulated
Other Total
Deferred Comprehensive Shareholders'
Compensation Income Investment
------------ ------ ----------
BALANCE AS OF DECEMBER 31, 1997 ($1,635,623) $ 1,563,488 $ 173,205,177
Issuance of common stock and the tax benefit
of stock plan transactions (990,218) - 12,442,803
Amortization of deferred compensation 571,731 - 571,731
Stock split - - -
Comprehensive Income:
Net income - - 50,307,130
Other comprehensive income:
Foreign currency translation adjustment - - -
Unrealized gain on investments - - -
Other comprehensive income - 481,377 481,377
Comprehensive income - - -
----------- ---------- ------------
BALANCE AS OF DECEMBER 31, 1998 (2,054,110) 2,044,865 237,008,218
Issuance of common stock and the tax benefit
of stock plan transactions (759,504) - 14,103,903
Amortization of deferred compensation 742,975 - 742,975
Comprehensive Income:
Net income - - 64,863,756
Other comprehensive income:
Foreign currency translation adjustment - - -
Unrealized gain on investments - - -
Other comprehensive income - 332,564 332,564
Comprehensive income - - -
----------- ---------- ------------
BALANCE AS OF DECEMBER 31, 1999 (2,070,639) 2,377,429 317,051,416
Issuance of common stock and the tax benefit
of stock plan transactions (1,269,959) - 11,245,083
Amortization of deferred compensation 808,271 - 808,271
Comprehensive Income:
Net income - - 70,544,066
Other comprehensive income:
Foreign currency translation adjustment - - -
Unrealized gain on investments - - -
Other comprehensive income - 2,454,725 2,454,725
Comprehensive income - - -
----------- ---------- ------------
BALANCE AS OF DECEMBER 31, 2000 $(2,532,327) $4,832,154 $402,103,561
=========== ========== ============
The accompanying notes are an integral part of these consolidated financial
statements.
-21-
22
GENTEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
2000 1999 1998
----------------- ---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 70,544,066 $ 64,863,756 $ 50,307,130
Adjustments to reconcile net income to net
cash provided by operating activities-
Depreciation and amortization 11,334,104 9,656,700 7,522,521
(Gain) loss on disposal of equipment 5,026 (112,252) 111,218
Gain on sale of investments (1,443,772) (2,580,397) (1,557,458)
Loss on sale of investments 2,068,229 1,068,288 620,098
Deferred income taxes 497,162 719,999 456,474
Amortization of deferred compensation 808,271 742,975 571,731
Change in operating assets and liabilities:
Accounts receivable, net (4,981,168) (376,706) (5,741,270)
Inventories (2,112,335) (1,248,758) 61,269
Prepaid expenses and other (1,202,885) (358,346) (463,089)
Accounts payable 1,039,828 685,394 (1,157,323)
Accrued liabilities 2,181,213 937,927 1,412,989
------------- ------------- -------------
Net cash provided by
operating activities 78,737,739 73,998,580 52,144,290
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Activity in Held-To-Maturity Securities
Sales Proceeds 952,230 - -
Maturities and Calls 23,160,550 22,755,000 12,366,000
Purchases (23,558,062) (8,753,236) (8,333,178)
Activity in Available-For-Sale Securities
Sales Proceeds 7,023,476 9,431,697 5,028,187
Purchases (34,284,618) (69,912,210) (25,597,708)
Plant and equipment additions (21,617,088) (21,968,447) (24,596,224)
Proceeds from sale of plant and equipment 51,200 516,184 52,615
Increase in other assets (742,899) (971,246) (247,685)
------------- ------------- ------------
Net cash used for
investing activities (49,015,211) (68,902,258) (41,327,993)
------------- ------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock and tax benefit of
stock plan transactions 11,245,083 14,103,903 12,442,803
------------- ------------- ------------
Net cash provided by
financing activities 11,245,083 14,103,903 12,442,803
------------- ------------- ------------
NET INCREASE IN CASH AND
CASH EQUIVALENTS 40,967,611 19,200,225 23,259,100
CASH AND CASH EQUIVALENTS,
beginning of year 69,227,972 50,027,747 26,768,647
------------- ------------- ------------
CASH AND CASH EQUIVALENTS,
end of year $ 110,195,583 $ 69,227,972 $ 50,027,747
============= ============= ============
The accompanying notes are an integral part of these consolidated financial
statements.
-22-
23
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
The Company
Gentex Corporation designs, develops, manufactures and markets proprietary
electro-optical products: automatic rearview mirrors for the automotive
industry and fire protection products for the commercial building
industry. A substantial portion of the Company's net sales and accounts
receivable result from transactions with domestic and foreign automotive
manufacturers and tier one suppliers. The Company's fire protection
products are primarily sold to domestic distributors and original
equipment manufacturers of fire and security systems.
Significant accounting policies of the Company not described elsewhere
are as follows:
Consolidation
The consolidated financial statements include the accounts of Gentex
Corporation and all of its wholly-owned subsidiaries (together the
"Company"). All significant intercompany accounts and transactions have
been eliminated.
Cash Equivalents
Cash equivalents consist of funds invested in money market accounts.
Investments
The amortized cost, unrealized gains and losses, and market value of
securities held to maturity and available for sale are shown as of
December 31, 2000 and 1999:
2000 Cost Gains Losses Market Value
----------------------------------------------------------------------------------------------------------
U.S. Treasuries $ 80,010,620 $ 1,109,708 $ (5,062) $ 81,115,266
Municipal 21,070,646 51,298 (29,381) 21,092,563
Other Fixed 27,095,719 175,666 (39,377) 27,232,008
Equity 45,586,289 7,130,465 (735,222) 51,981,532
------------- ----------- ------------ --------------
$ 173,763,274 $ 8,467,137 $ (809,042) $181,421,369
============= =========== ============ ============
1999
----
U.S. Treasuries $ 66,970,652 $ 66,356 $ (483,687) $ 66,553,321
Municipal 32,175,393 73,203 (140,288) 32,108,308
Other Fixed 8,540,658 - (80,997) 8,459,661
Equity 39,994,603 4,841,445 (783,134) 44,052,914
------------- ----------- ------------ --------------
$ 147,681,306 $ 4,981,004 $ (1,488,106) $ 151,174,204
============= =========== ============ ==============
Fixed income securities, excluding U.S. Treasuries, are considered held to
maturity and, accordingly, are carried at amortized cost. Equity
securities and U.S. Treasuries are available for sale, which are
recorded at market value. Held to maturity securities as of December 31,
2000, have contractual maturities as follows:
Due within one year $18,140,332
Due between one and five years $29,736,354
Due over five years $ 289,679
During 2000, the Company sold approximately $947,000 of securities
classified as held to maturity for $952,000. The decision to sell these
securities was based on deterioration in the credit worthiness of the
issuer.
Inventories
Inventories include material, direct labor and manufacturing overhead and
are valued at the lower of first-in, first-out (FIFO) cost or market.
Inventories consisted of the following as of December 31, 2000 and 1999:
2000 1999
---- ----
Raw materials $ 7,362,544 $ 4,910,081
Work-in-process 1,488,326 1,194,632
Finished goods 3,236,643 3,870,465
------------ ------------
$12,087,513 $ 9,975,178
============ ============
-23-
24
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
Plant and Equipment
Plant and equipment are stated at cost. Depreciation and amortization are
computed for financial reporting purposes using the straight-line
method, with estimated useful lives of 7 to 40 years for buildings and
improvements, and 3 to 10 years for machinery and equipment.
Patents
The Company's policy is to capitalize costs incurred to obtain and defend
patents. The cost of patents is amortized over their useful lives. The
cost of patents in process is not amortized until issuance. Accumulated
amortization was approximately $2,095,000 and $4,961,000 at December 31,
2000 and 1999, respectively. In 2000, fully amortized patents with an
original cost of approximately $3,200,000 were written off. Patent
amortization expense was approximately $355,000, $71,000, and $211,000
in 2000, 1999, and 1998, respectively.
Revenue Recognition
The Company's revenue is generated primarily from sales of its products.
Sales are recognized when the product is shipped and legal title has
passed to the customer.
Advertising and Promotional Materials
All advertising and promotional costs are expensed as incurred and amounted
to approximately $932,000, $808,000, and $640,000 in 2000, 1999, and
1998, respectively.
Repairs and Maintenance
Major renewals and improvements of property and equipment are capitalized,
and repairs and maintenance are expensed as incurred. The Company
incurred expenses relating to the repair and maintenance of plant and
equipment of approximately $3,182,000, $2,535,000, and $2,165,000 in
2000, 1999, and 1998, respectively.
Self-Insurance
The Company is self-insured for a portion of its risk on workers'
compensation and employee medical costs. The arrangements provide for
stop loss insurance to manage the Company's risk. Operations are charged
with the cost of claims reported and an estimate of claims incurred but
not reported.
Earnings Per Share
The following table reconciles the numerators and denominators used in the
calculations of basic and diluted earnings per share (EPS) for each of
the last three years:
2000 1999 1998
---- ---- ----
Numerators:
Numerator for both basic and diluted EPS, net income $ 70,544,066 $ 64,863,756 $50,307,130
Denominators:
Denominator for basic EPS,
weighted-average common shares outstanding 73,941,256 72,999,601 71,611,401
Potentially dilutive shares resulting from stock option plans 1,576,877 1,996,713 2,005,319
------------- ------------ -----------
Denominator for diluted EPS 75,518,133 74,996,314 73,616,720
============= ============ ===========
For the years ended December 31, 2000, 1999, and 1998, 373,865, 101,897
and 319,723 shares related to stock option plans were not included in
diluted average common shares outstanding because their effect would be
antidilutive.
-24-
25
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES, continued
Other Comprehensive Income
Statement of Financial Accounting Standards No. 130: "Reporting
Comprehensive Income" establishes standards for reporting and display of
comprehensive income and its components. 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 Gentex, comprehensive income represents net income adjusted for
items such as unrealized gains and losses on certain investments and
foreign currency translation adjustments. The changes in the components
of other comprehensive income (loss) are as follows:
Years Ended December 31,
--------------------------------------------------------------------------------------------
2000 1999 1998
--------------------------- -------------------------- ----------------------
Pre-Tax Tax Exp. Pre-Tax Tax Exp. Pre-Tax
Amount (Credit) Amount (Credit) Amount Tax Exp.
------ --------- ------ -------- ------ --------
Unrealized Gain
on Securities $3,858,909 $1,350,618 $552,415 $193,346 $ 651,075 $227,875
Foreign Currency
Translation Adjustments (82,409) (28,843) (40,777) (14,272) 89,503 31,326
---------- ---------- -------- -------- --------- --------
Other Comprehensive
Income $3,776,500 $1,321,775 $511,638 $179,074 $ 740,578 $259,201
========== ========== ======== ======== ========= ========
Foreign Currency Translation
The financial position and results of operations of the Company's foreign
subsidiaries are measured using the local currency as the functional
currency. Assets and liabilities are translated at the exchange rate in
effect at year-end. Income statement accounts are translated at the
average rate of exchange in effect during the year. The resulting
translation adjustment is recorded as a separate component of
shareholders' investment.
Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
New Accounting Standards
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. The Company is required to and will adopt these pronouncements in
the first quarter of fiscal 2001 and expects adoption to have minimal
effect on its consolidated results of operations, financial position and
financial disclosures.
As of December 31, 2000, the Company has not entered into any significant
derivative or other off-balance-sheet financing arrangements.
(2) LINE OF CREDIT
The Company has available an unsecured $5,000,000 line of credit from a
bank at the lower of the bank's prime rate or 1.5% above the LIBOR rate.
No borrowings were outstanding under this line in 2000 or 1999. No
compensating balances are required under this line.
(3) INCOME TAXES
The provision for income taxes is based on the earnings reported in the
accompanying consolidated financial statements. The Company recognizes
deferred tax liabilities and assets for the expected future tax
consequences of events that have been
-25-
26
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(3) INCOME TAXES, continued
included in the consolidated financial statements or tax returns. Under
this method, deferred tax liabilities and assets are determined based on
the cumulative temporary differences between the financial statement and
tax bases of assets and liabilities using enacted tax rates in effect
for the year in which the differences are expected to reverse. Deferred
income tax expense is measured by the net change in deferred income tax
assets and liabilities during the year.
The components of the provision for income taxes are as follows:
2000 1999 1998
------------ ------------ -----------
Currently payable:
Federal $33,417,000 $30,173,000 $23,900,000
State 65,000 459,000 -
----------- ----------- -----------
Total 33,482,000 30,632,000 23,900,000
----------- ----------- -----------
Net deferred:
Federal 497,000 720,000 456,000
----------- ----------- -----------
Provision for income taxes $33,979,000 $31,352,000 $24,356,000
=========== =========== ===========
The currently payable provision is further reduced by the tax benefits
associated with the exercise, vesting or disposition of stock under the
stock plans described in Note 6. These reductions totaled approximately
$4,878,000, $6,415,000, and $4,227,000, in 2000, 1999, and 1998,
respectively.
The effective income tax rates are different from the statutory federal
income tax rates for the following reasons:
2000 1999 1998
---- ---- ----
Statutory federal income tax rate 35.0% 35.0% 35.0%
State income taxes, net of federal income tax benefit 0.1 0.2 -
Foreign Sales Corporation exempted income (2.0) (1.5) (1.3)
Tax-exempt investment income (0.4) (0.6) (0.8)
Other (0.2) (0.5) (0.3)
---- ---- ----
Effective income tax rate 32.5% 32.6% 32.6%
==== ==== ====
The tax effect of temporary differences which give rise to deferred tax
assets and liabilities at December 31, 2000 and 1999, are as follows:
2000 1999
----------------------------- -------------------------------
Current Non-Current Current Non-Current
----------- ----------- --------- ------------
Assets:
Accruals not currently deductible $ 969,589 $ 262,203 $ 762,951 $ 249,603
Deferred compensation - 635,326 - 587,122
Other 1,109,233 11,880 1,002,721 23,355
----------- ----------- --------- -----------
Total deferred tax assets 2,078,822 909,409 1,765,672 860,080
Liabilities:
Excess tax over book depreciation - (4,257,983) - (3,395,195)
Patent costs - (360,345) - (341,685)
Unrealized gain/loss on investments - (2,624,961) - (1,274,343)
Other (193,242) - (215,049) -
----------- ----------- ---------- -----------
Net deferred taxes $1,885,580 $(6,333,880) $1,550,623 $(4,151,143)
========== =========== ========== ===========
Income taxes paid in cash were approximately $28,302,000, $26,530,000,
and $18,815,000 in 2000, 1999, and 1998, respectively.
-26-
27
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(4) EMPLOYEE BENEFIT PLAN
The Company has a 401(k) retirement savings plan in which substantially all
of its employees may participate. The plan includes a provision for the
Company to match a percentage of the employee's contributions at a rate
determined by the Company's Board of Directors. In 2000, 1999, and
1998, the Company's contributions were approximately $620,000,
$526,000, and $378,000, respectively.
The Company does not provide health care benefits to retired employees.
(5) SHAREHOLDER PROTECTION RIGHTS PLAN
In August 1991, the Company's Board of Directors adopted a Shareholder
Protection Rights Plan (the Plan). The Plan is designed to protect
shareholders against unsolicited attempts to acquire control of the
Company in a manner that does not offer a fair price to all
shareholders.
Under the Plan, one purchase Right automatically trades with each share of
the Company's common stock. Each Right entitles a shareholder to
purchase 1/100 of a share of junior participating preferred stock at a
price of $40, if any person or group attempts certain hostile takeover
tactics toward the Company. Under certain hostile takeover
circumstances, each Right may entitle the holder to purchase the
Company's common stock at one-half its market value or to purchase the
securities of any acquiring entity at one-half their market value.
Rights are subject to redemption by the Company at $.00125 per Right
and, unless earlier redeemed, will expire on August 26, 2001. Rights
beneficially owned by holders of 15 percent or more of the Company's
common stock, or their transferees, automatically become void.
(6) STOCK-BASED COMPENSATION PLANS
The Company has three stock option plans, including two employee stock
option plans ("Employee Plans") and a non-employee directors stock
option plan ("Director Plan"), and an employee stock purchase plan. The
Company accounts for these plans in accordance with APB Opinion No. 25,
as amended by FIN 44, "Accounting for Certain Transactions Involving
Stock Compensation," under which no compensation cost has been
recognized. Had compensation cost for these plans been determined
consistent with FASB Statement No. 123, the Company's net income and
earnings per share would have been reduced to the following pro-forma
amounts:
2000 1999 1998
---- ---- ----
Net Income: As Reported $ 70,544,066 $ 64,863,756 $ 50,307,130
Pro Forma 64,500,375 60,394,893 46,098,379
EPS (diluted): As Reported $ 0.93 $ 0.86 $ 0.68
Pro Forma 0.85 0.81 0.63
Because the Statement 123 method of accounting has not been applied to
options granted prior to January 1, 1995, the resulting pro forma
compensation cost may not be representative of that to be expected in
future years.
The Company may sell up to 1,600,000 shares of stock to its employees under
the Employee Stock Purchase Plan. The Company has sold to employees
47,023 shares, 50,550 shares, and 61,748 shares in 2000, 1999, and 1998,
respectively, and has sold a total of 471,715 shares through December
31, 2000. The Company sells shares at 85% of the stock's market price at
date of purchase. The weighted average fair value of shares sold in 2000
was approximately $22.
The Company may grant options for up to 9,000,000 shares under the Employee
Plans. The Company has granted options on 5,470,900 shares through
December 31, 2000. Under the Plans, the option exercise price equals the
stock's market price on date of grant. The options vest after one to
five years, and expire after five to seven years.
-27-
28
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(6) STOCK-BASED COMPENSATION PLANS, continued
A summary of the status of the Company's employee stock option plans at
December 31, 2000, 1999, and 1998, and changes during the years then
ended is presented in the table and narrative below:
2000 1999 1998
----------------- ------------------- ------------------
Shares Wtd. Avg. Shares Wtd. Avg. Shares Wtd. Avg.
(000) Ex price (000) Ex price (000) Ex price
----- -------- ----- -------- ----- --------
Outstanding at Beginning of Year 3,807 $ 13 4,145 $ 10 4,706 $ 7
Granted 887 27 774 25 761 17
Exercised (753) 7 (1,055) 6 (1,267) 6
Forfeited (40) 20 (57) 13 (55) 10
Expired - - - - - -
------ ----- ------ ------ ------ ------
Outstanding at End of Year 3,901 18 3,807 13 4,145 10
------ ----- ------ ------ ------ ------
Exercisable at End of Year 1,736 12 1,660 9 1,782 7
Weighted Avg. Fair Value
of Options Granted $ 13 $ 12 $ 8
Options Outstanding and Exercisable by Price Range As of December 31, 2000
Options Exercisable
Options Outstanding ---------------------------------
------------------------------------------------------------------------------ Shares Weighted-Average
Range of Shares Outstanding Remaining Weighted-Average Exercisable Exercise
Exercise Prices (000) Contractual Life Exercise Price (000) Price
--------------- ----------- ---------------- -------------- ----------- -----
$ 1 - $10 810 1 $ 8 728 $ 8
$11 - $20 1,669 3 15 851 13
$21 - $37 1,422 5 27 157 25
----- -- --- ------ ---
Total 3,901 3 18 1,736 12
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following
weighted-average assumptions used for grants in 2000, 1999, and 1998,
respectively: risk-free interest rates of 4.8, 5.9, and 5.1 percent;
expected dividend yields of 0.0, 0.0 and 0.0 percent; expected lives of
5 years, 5 years and 6 years; expected volatility of 54, 52, and 43
percent.
The Company may grant options for up to 2,000,000 shares under the Director
Plan. The Company has granted options on 1,099,590 shares through
December 31, 2000. Under the plan the option exercise price equals the
stock's market price on date of grant. The Director Plan options vest
after six months, and all expire after ten years.
A summary of the status of the Director Plan at December 31, 2000, 1999,
and 1998, and changes during the years then ended is presented in the
table and narrative below:
2000 1999 1998
----------------- ------------------- ------------------
Shares Wtd. Avg. Shares Wtd. Avg. Shares Wtd. Avg.
(000) Ex price (000) Ex price (000) Ex price
----- -------- ----- -------- ----- --------
Outstanding at Beginning of Year 500 $ 7 512 $ 6 548 $ 5
Granted 24 30 20 29 40 17
Exercised (32) 1 (16) 1 (76) 2
Expired (16) 1 (16) 1 - -
------ ---- ----- ---- ----- -----
Outstanding at End of Year 476 9 500 7 512 6
------ ---- ----- ---- ----- -----
Exercisable at End of Year 472 9 500 7 512 6
Weighted Avg. Fair Value
of Options Granted $ 21 $ 19 $ 11
-28-
29
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(6) STOCK-BASED COMPENSATION PLANS, continued
Options Outstanding and Exercisable by Price Range As Of December 31, 2000
Options Exercisable
Option Outstanding ---------------------------------
-------------------------------------------------------------------------------- Shares Weighted-Average
Range of Shares Outstanding Remaining Weighted-Average Exercisable Exercise
Prices (000) Contractual Life Exercise Price (000) Price
--------------- ----------- ---------------- -------------- ----------- -----
$ 1 - $10 392 3 $ 5 392 $ 5
$11 - $31 84 8 24 80 24
----- --- ---- ----- ----
476 4 9 472 9
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following
weighted-average assumptions used for grants in 2000, 1999, and 1998,
respectively: risk-free interest rates of 5.0, 5.6, and 5.7 percent;
expected dividend yields of 0.0, 0.0 and 0.0 percent; expected lives of
9, 9, and 5 years; expected volatility of 54, 52, and 43 percent.
The Company has a restricted stock plan covering 1,600,000 shares of common
stock, the purpose of which is to permit grants of shares, subject to
restrictions, to key employees of the Company as a means of retaining
and rewarding them for long-term performance and to increase their
ownership in the Company. Shares awarded under the plan entitle the
shareholder to all rights of common stock ownership except that the
shares may not be sold, transferred, pledged, exchanged or otherwise
disposed of during the restriction period. The restriction period is
determined by a committee, appointed by the Board of Directors, but may
not exceed ten years. During 2000, 1999, and 1998, 47,800, 31,600, and
64,200 shares, respectively, were granted with restriction periods of
four to six years at market prices ranging from $18.75 to $37.625 in
2000, $20.72 to $33.063 in 1999, and $14.032 to $19.813 in 1998. The
related expense is reflected as a deferred compensation component of
shareholders' investment in the accompanying consolidated financial
statements and is being amortized over the applicable restriction
periods.
(7) STOCK SPLITS
On May 21, 1998, the Company's Board of Directors declared a two-for-one
stock split effected in the form of a 100% common stock dividend to
shareholders of record on June 5, 1998. The stock split increased the
number of shares of common stock then outstanding from 35,836,177 to
71,672,354.
Earnings per share and all share data have been restated in all periods
prior to the date of the split.
(8) CONTINGENCIES
From time to time, the Company is subject to legal proceedings and claims
which arise in the ordinary course of its business. In the opinion of
management, the amount of ultimate liability with respect to these
actions will not materially affect the financial position or results of
operations of the Company.
(9) SEGMENT REPORTING
Statement of Financial Accounting Standards No. 131: "Disclosures About
Segments of an Enterprise and Related Information" (SFAS No. 131)
requires that a public enterprise report financial and descriptive
information about its reportable operating segments subject to certain
aggregation criteria and quantitative thresholds. Operating segments are
defined by SFAS No. 131 as components of an enterprise about which
separate financial information is available that is evaluated regularly
by the chief operating decision-makers in deciding how to allocate
resources and in assessing performance.
-29-
30
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(9) SEGMENT REPORTING, continued
2000 1999 1998
------------ ------------ -----------
Revenue:
Automotive Products
U.S. $ 154,972,098 $ 151,222,877 $127,588,319
Germany 60,754,241 47,870,761 46,009,639
Other 60,127,795 41,979,787 28,518,734
Fire Protection Products 21,566,668 21,082,073 20,175,361
------------- ------------- ------------
Total $297,420,802 $ 262,155,498 $222,292,053
============= ============= ============
Operating Income:
Automotive Products $ 86,218,950 $ 81,757,998 $ 63,718,817
Fire Protection Products 4,192,041 3,764,493 3,623,996
------------- ------------- ------------
Total $ 90,410,991 $ 85,522,491 $ 67,342,813
============= ============= ============
Assets:
Automotive Products $ 119,720,400 $ 101,257,610 $ 89,252,971
Fire Protection Products 4,396,643 4,353,082 3,864,138
Other 304,011,650 232,062,078 161,772,449
------------- ------------- ------------
Total $ 428,128,693 $ 337,672,770 $254,889,558
============= ============= ============
Depreciation & Amortization:
Automotive Products $ 10,349,325 $ 8,645,455 $ 6,658,551
Fire Protection Products 315,018 323,477 314,522
Other 669,761 687,768 549,448
------------- ------------- ------------
Total $ 11,334,104 $ 9,656,700 $ 7,522,521
============= ============= ============
Capital Expenditures:
Automotive Products $ 21,084,629 $ 19,279,715 $ 19,595,844
Fire Protection Products 192,222 322,962 209,867
Other 340,237 2,365,770 4,790,513
------------- ------------- ------------
Total $ 21,617,088 $ 21,968,447 $ 24,596,224
============= ============= ============
Other assets are principally cash, investments, deferred income taxes, and
corporate fixed assets.
Automotive Products revenues in the "Other" category are sales to U.S.
automotive manufacturing plants in Canada, Mexico and other foreign automotive
customers, primarily located in Japan.. All non-U.S. sales are invoiced and
paid in U.S. dollars.
During the years presented, the Company had three automotive customers
which individually accounted for 10% or more of net sales as follows:
Customer
-----------------------------------------
#1 #2 #3
-- -- --
2000 40% 20% *
1999 44% 22% 11%
1998 43% 25% 11%
*Less than 10%
-30-
31
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, and 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, and an additional Amendment to those Articles
was filed as Exhibit 3(a)(2) to Registrant's Report on
Form 10-Q dated July 31, 1996, all of which are hereby
incorporated herein by reference.
3(a)(2) 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, and the same is hereby
incorporated herein by reference.
3(b)(1) Registrant's Bylaws as amended and restated August 18, 2000,
were filed as 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 (Registration Number 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) Shareholder Protection Rights Agreement, dated as of August 26,
1991, 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, was
filed as Exhibit 4(b) to Registrant's Report on Form 8-K on
August 1991, and the same is hereby incorporated herein by
reference.
4(b)(1) First Amendment to Shareholder Protection Rights Agreement,
effective April 1, 1994, was filed as Exhibit 4(b)(1) to
Registrant's Report on Form 10-Q dated April 29, 1994, and
the same is hereby incorporated herein by reference.
4(b)(2) Second Amendment to Shareholder Protection Rights Agreement,
effective November 8, 1996, was filed as Exhibit 4(b)(2) to
Registrant's Report on Form 10-K dated March 7, 1997, and the
same is hereby incorporated herein by reference.
4(b)(3) Third Amendment to Shareholder Protection Rights Agreement,
effective March 12, 1999, was filed as Exhibit 4(b)(3) to
Registrant's Report on Form 10-Q, dated April 30, 1999, and
the same is hereby incorporated herein by reference.
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 dated July 30,
1998, and the same is hereby incorporated herein by reference.
*10(b)(2) Gentex Corporation 1987 Incentive Stock Option Plan (as
amended through May 24, 1989), was filed as Exhibit 10(g)(3)
to Registrant's Report on Form 10-K dated March 1, 1990, and
the same is hereby incorporated herein by reference.
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32
EXHIBIT NO. DESCRIPTION PAGE
*10(b)(3) Gentex Corporation Restricted Stock Plan was filed as Exhibit
10(b)(3) to Registrant's Report on Form 10-K dated March 10,
1992, and the same is hereby incorporated herein by reference.
*10(b)(4) 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 hereby 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.
21 List of Company Subsidiaries 33
23(a) Consent of Independent Auditors 34
23(b) Consent of Independent Public Accountants 35
*Indicates a compensatory plan or arrangement.
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