XNAS:GNTX Gentex Corp Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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UNITED STATES

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 June 30, 2012,

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 Number: 0-10235

 

 

GENTEX CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Michigan   38-2030505

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

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  ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No  x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 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 ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class   Shares Outstanding, July 26, 2012
Common Stock, $.06 Par Value   144,566,141

Exhibit Index located at page 23

 

 

 


PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

GENTEX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

ASSETS

 
     June 30, 2012
(Unaudited)
     December 31,2011
(Audited)
 

CURRENT ASSETS

     

Cash and cash equivalents

   $ 375,707,033       $ 357,986,774   

Short-term investments

     45,947,116         60,808,237   

Accounts receivable, net

     129,948,477         110,389,715   

Inventories

     192,330,005         188,753,312   

Prepaid expenses and other

     32,808,457         34,354,946   
  

 

 

    

 

 

 

Total current assets

     776,741,088         752,292,984   

PLANT AND EQUIPMENT—NET

     326,842,448         282,541,588   

OTHER ASSETS

     

Long-term investments

     137,556,403         128,168,165   

Patents and other assets, net

     12,886,088         13,024,265   
  

 

 

    

 

 

 

Total other assets

     150,442,491         141,192,430   
  

 

 

    

 

 

 

Total assets

   $ 1,254,026,027       $ 1,176,027,002   
  

 

 

    

 

 

 

LIABILITIES AND SHAREHOLDERS’ INVESTMENT

 

CURRENT LIABILITIES

     

Accounts payable

   $ 53,514,927       $ 65,470,573   

Accrued liabilities

     52,497,356         35,223,927   
  

 

 

    

 

 

 

Total current liabilities

     106,012,283         100,694,500   

DEFERRED INCOME TAXES

     53,323,686         48,213,981   

SHAREHOLDERS’ INVESTMENT

     

Common stock

     8,673,968         8,644,174   

Additional paid-in capital

     410,631,715         395,229,891   

Retained earnings

     660,271,990         610,702,253   

Other shareholders’ investment

     15,112,385         12,542,203   
  

 

 

    

 

 

 

Total shareholders’ investment

     1,094,690,058         1,027,118,521   
  

 

 

    

 

 

 

Total liabilities and shareholders’ investment

   $ 1,254,026,027       $ 1,176,027,002   
  

 

 

    

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

- 2 -


GENTEX CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

     Three months Ended      Six Months Ended  
     June 30      June 30  
     2012      2011      2012      2011  

NET SALES

   $ 280,255,548       $ 243,001,541       $ 570,962,310       $ 493,947,438   

COST OF GOODS SOLD

     187,498,242         157,376,970         377,378,511         318,006,130   
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross profit

     92,757,306         85,624,571         193,583,799         175,941,308   

OPERATING EXPENSES:

           

Engineering, research and development

     22,792,503         20,245,757         46,007,637         39,160,518   

Selling, general & administrative

     12,452,571         12,131,922         24,562,967         23,443,024   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total operating expenses

     35,245,074         32,377,679         70,570,604         62,603,542   
  

 

 

    

 

 

    

 

 

    

 

 

 

Income from operations

     57,512,232         53,246,892         123,013,195         113,337,766   

OTHER INCOME (EXPENSE)

           

Investment income

     633,700         598,455         1,229,723         1,098,025   

Other, net

     2,533,783         3,902,721         5,224,120         6,767,539   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total other income

     3,167,483         4,501,176         6,453,843         7,865,564   
  

 

 

    

 

 

    

 

 

    

 

 

 

Income before provision for income taxes

     60,679,715         57,748,068         129,467,038         121,203,330   

PROVISION FOR INCOME TAXES

     19,913,176         19,275,899         42,355,915         40,398,279   
  

 

 

    

 

 

    

 

 

    

 

 

 

NET INCOME

   $ 40,766,539       $ 38,472,169       $ 87,111,123       $ 80,805,051   
  

 

 

    

 

 

    

 

 

    

 

 

 

EARNINGS PER SHARE:

           

Basic

   $ 0.28       $ 0.27       $ 0.61       $ 0.57   

Diluted

   $ 0.28       $ 0.27       $ 0.60       $ 0.56   

Cash Dividends Declared per Share

   $ 0.13       $ 0.12       $ 0.26       $ 0.24   

See accompanying notes to condensed consolidated financial statements.

GENTEX CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

     Three months Ended      Six Months Ended  
     June 30      June 30  
     2012      2011      2012      2011  

Comprehensive income

   $ 34,207,751       $ 35,965,412       $ 89,681,305       $ 83,278,217   
  

 

 

    

 

 

    

 

 

    

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

- 3 -


GENTEX CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2012 and 2011

 

     2012     2011  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

   $ 87,111,123      $ 80,805,051   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     25,138,931        21,283,279   

(Gain) loss on disposal of assets

     397,298        539,865   

(Gain) loss on sale of investments

     (4,235,900     (5,177,464

Impairment loss on available-for-sale securities

     —          —     

Deferred income taxes

     1,729,418        7,328,085   

Stock-based compensation expense related to employee stock options, employee stock purchases and restricted stock

     7,991,705        6,419,575   

Excess tax benefits from stock-based compensation

     (586,535     (2,599,659

Change in operating assets and liabilities:

    

Accounts receivable, net

     (19,558,762     (16,211,416

Inventories

     (3,576,693     (18,728,798

Prepaid expenses and other

     3,305,799        765,712   

Accounts payable

     (11,955,646     22,987,528   

Accrued liabilities, excluding dividends declared

     15,768,179        7,203,272   
  

 

 

   

 

 

 

Net cash provided by (used for) operating activities

     101,528,917        104,615,030   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Plant and equipment additions

     (69,424,380     (48,995,466

Proceeds from sale of plant and equipment

     10,803        77,509   

(Increase) decrease in investments

     14,340,148        53,504,964   

(Increase) decrease in other assets

     (725,542     2,474,000   
  

 

 

   

 

 

 

Net cash provided by (used for) investing activities

     (55,798,971     7,061,007   
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Issuance of common stock from stock plan transactions

     7,439,914        14,775,493   

Cash dividends paid

     (36,036,136     (32,781,030

Repurchases of common stock

     —          —     

Excess tax benefits from stock-based compensation

     586,535        2,599,659   
  

 

 

   

 

 

 

Net cash provided by (used for) financing activities

     (28,009,687     (15,405,878
  

 

 

   

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

     17,720,259        96,270,159   

CASH AND CASH EQUIVALENTS, beginning of period

     357,986,774        348,349,773   
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS, end of period

   $ 375,707,033      $ 444,619,932   
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

- 4 -


GENTEX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

(1) The unaudited 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 unaudited condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Registrant’s 2011 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 June 30, 2012, and the results of operations and cash flows for the interim periods presented.

 

(3) Adoption of New Accounting Standards

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurement” (“ASU 2011-04”). ASU 2011-04 amends ASC 820 to achieve common fair value measurement and disclosure requirements in U.S. Generally Accepted Accounting Principles (GAAP) and International Financial Reporting Standards (IFRS). The amended guidance requires information disclosure regarding transfers between Level 1 and Level 2 of the fair value hierarchy, information disclosure regarding sensitivity of a fair value measurement categorized within Level 3 of the fair value hierarchy to changes in unobservable inputs and any interrelationships between those unobservable inputs, and the categorization by level of the fair value hierarchy for items that are not measured at fair value. The amended guidance was effective for financial periods beginning after December 15, 2011. ASU 2011-04 did not have a material effect on the Company’s consolidated financial position or results of operations.

In June 2011, FASB issued Accounting Standards Update No. 2011-05, “Presentation of Comprehensive Income” (“ASU 2011-05”). ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. Under ASU 2011-05, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single or continuous statement of comprehensive income or in two separate consecutive statements. The amended guidance was effective for financial periods beginning after December 15, 2011. ASU 2011-05 did not have a material effect on the Company’s consolidated financial position or results of operations.

In December 2011, FASB issued Accounting Standards Update No. 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”). ASU 2011-12 defers the effective date of ASU 2011-05 as it pertains to the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. The amended guidance was effective for financial periods beginning after December 15, 2011. ASU 2011-12 did not have a material effect on the Company’s consolidated financial position or results of operations.

 

(4) Investments

The Company follows the provisions of ASC 820, “Fair Value Measurements and Disclosures” for its financial assets and liabilities, and to its non-financial assets and liabilities. ASC 820 provides a framework for measuring the fair value of assets and liabilities. This framework is intended to provide increased consistency in how fair value determinations are made under various existing accounting standards that permit, or in some cases, require estimates of fair-market value. This standard also expanded financial statement disclosure requirements about a company’s use of fair-value measurements, including the effect of such measure on earnings.

 

- 5 -


GENTEX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Continued

(Unaudited)

 

(4) Investments (continued)

 

The Company’s investment securities are classified as available for sale and are stated at fair value based on quoted market prices. Assets or liabilities that have recurring measurements are shown below as of June 30, 2012 and December 31, 2011:

As of June 30, 2012:

 

            Fair Value Measurements at Reporting Date Using  
     Total as of      Quoted Prices in Active
Markets for Identical
Assets
     Significant Other
Observable Inputs
     Significant
Unobservable Inputs
 
     June 30, 2012      (Level 1)      (Level 2)      (Level 3)  

Cash & Cash Equivalents

   $ 375,707,033      $ 375,707,033      $ —         $ —     

Short-Term Investments:

           

Government Securities

     15,995,000        15,995,000        —           —     

U.S. Treasury Notes

     25,010,750        —           25,010,750        —     

Corporate Bonds

     4,670,329        —           4,670,329        —     

Other

     271,037        271,037        —           —     

Long-Term Investments:

           

Common Stocks

     58,278,414        58,278,414        —           —     

Mutual Funds—Equity

     74,680,329        74,680,329        —           —     

Certificate of Deposit

     505,390        —           505,390        —     

Corporate Bonds

     3,734,570        —           3,734,570        —     

Other—Equity

     357,700        357,700        —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 559,210,552      $ 525,289,513      $ 33,921,039      $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

As of December 31, 2011:

 

            Fair Value Measurements at Reporting Date Using  
     Total as of      Quoted Prices in Active
Markets for Identical
Assets
     Significant Other
Observable Inputs
     Significant
Unobservable Inputs
 
     December 31, 2011      (Level 1)      (Level 2)      (Level 3)  

Cash & Cash Equivalents

   $ 357,986,774      $ 357,986,774      $ —         $ —     

Short-Term Investments:

           

Government Securities

     35,024,030        35,024,030        —           —     

U.S. Treasury Notes

     25,044,000        —           25,044,000        —     

Corporate Bonds

     649,204        —           649,204        —     

Other

     91,003        91,003        —           —     

Long-Term Investments:

           

Common Stocks

     53,554,303        53,554,303        —           —     

Mutual Funds—Equity

     73,749,772        73,749,772        —           —     

Certificate of Deposit

     505,390        —           505,390        —     

Other—Equity

     358,700        358,700        —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 546,963,176      $ 520,764,582      $ 26,198,594      $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

- 6 -


GENTEX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Continued

(Unaudited)

 

(4) Investments (continued)

 

The Company determines the fair value of its U.S. Treasury Notes, Government Securities and Corporate Bonds by utilizing monthly valuation statements that are provided by its broker. The broker determines the investment valuation by utilizing the bid price in the market. The Company also refers to third party sources to validate valuations.

The amortized cost, unrealized gains and losses, and market value of investment securities are shown as of June 30, 2012 and December 31, 2011:

As of June 30, 2012:

 

     Unrealized  
     Cost      Gains      Losses     Market Value  

Short-Term Investments:

          

Government Securities

   $ 15,998,699      $ 300      $ (3,999   $ 15,995,000  

U.S. Treasury Notes

     25,006,426        4,324        —          25,010,750  

Corporate Bonds

     4,675,864        —           (5,535     4,670,329  

Other

     271,037        —           —          271,037  

Long-Term Investments:

          

Common Stocks

     44,882,474        14,375,674        (979,734     58,278,414  

Mutual Funds—Equity

     67,461,376        8,046,348        (827,395     74,680,329  

Certificate of Deposit

     505,390        —           —          505,390  

Corporate Bonds

     3,713,539        21,031        —          3,734,570  

Other—Equity

     338,506        19,194        —          357,700  
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 162,853,311      $ 22,466,871      $ (1,816,663   $ 183,503,519  
  

 

 

    

 

 

    

 

 

   

 

 

 

As of December 31, 2011:

 

     Unrealized  
     Cost      Gains      Losses     Market Value  

Short-Term Investments:

          

Government Securities

   $ 35,016,980       $ 7,090       $ (40   $ 35,024,030   

U.S. Treasury Notes

     25,025,600         18,400         —          25,044,000   

Corporate Bonds

     648,879         325         —          649,204   

Other

     91,003         —           —          91,003   

Long-Term Investments:

          

Common Stocks

     42,344,526         12,274,640         (1,064,863     53,554,303   

Mutual Funds—Equity

     68,986,676         6,277,183         (1,514,087     73,749,772   

Certificate of Deposit

     505,390         —           —          505,390   

Other—Equity

     338,506         20,194         —          358,700   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 172,957,560       $ 18,597,832       $ (2,578,990   $ 188,976,402   
  

 

 

    

 

 

    

 

 

   

 

 

 

 

- 7 -


GENTEX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Continued

(Unaudited)

 

(4) Investments (continued)

 

Unrealized losses on investments as of June 30, 2012, are as follows:

 

     Aggregate Unrealized Losses     Aggregate Fair Value  

Less than one year

   $ (1,816,663   $ 40,106,822  

Greater than one year

     —          —     

Unrealized losses on investments as of December 31, 2011 are as follows:

 

     Aggregate Unrealized Losses     Aggregate Fair Value  

Less than one year

   $ (2,578,990   $ 42,845,635  

Greater than one year

     —          —     

ASC 320, “Accounting for Certain Investments in Debt and Equity Securities”, as amended and interpreted, provided guidance on determining when an investment is other than temporarily impaired. The Company reviews its fixed income and equity investment portfolio for any unrealized losses that would be deemed other-than-temporary and require the recognition of an impairment loss in income. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investments. Management also considers the type of security, related-industry and sector performance, as well as published investment ratings and analyst reports, to evaluate its portfolio. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. No equity investment losses were considered to be other than temporary at June 30, 2012.

Fixed income securities as of June 30, 2012, have contractual maturities as follows:

 

Due within one year

   $  45,947,116  

Due between one and five years

     4,239,960  

Due over five years

     —     
  

 

 

 

Total

   $ 50,187,076  
  

 

 

 

 

(5) Inventories consisted of the following at the respective balance sheet dates:

 

     June 30, 2012      December 31, 2011  

Raw materials

   $ 129,958,819      $ 129,796,238  

Work-in-process

     28,844,198        26,367,953  

Finished goods

     33,526,988        32,589,121  
  

 

 

    

 

 

 

Total Inventory

   $ 192,330,005      $ 188,753,312  
  

 

 

    

 

 

 

 

- 8 -


GENTEX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Continued

(Unaudited)

 

(6) The following table reconciles the numerators and denominators used in the calculation of basic and diluted earnings per share (EPS):

 

     Three Months Ended June 30,      Six Months Ended June 30,  
     2012      2011      2012      2011  

Numerators:

           

Numerator for both basic and diluted EPS, net income

   $ 40,766,539      $ 38,472,169      $ 87,111,123      $ 80,805,051  

Denominators:

           

Denominator for basic EPS, weighted-average shares outstanding

     143,722,329        142,279,210        143,610,898        142,071,203  

Potentially dilutive shares resulting from stock plans

     1,019,028        1,917,784        1,243,334        1,992,412  
  

 

 

    

 

 

    

 

 

    

 

 

 

Denominator for diluted EPS

     144,741,357        144,196,994        144,854,232        144,063,615  
  

 

 

    

 

 

    

 

 

    

 

 

 

Shares related to stock plans not included in diluted average common shares outstanding because their effect would be anti-dilutive

     3,513,682        1,078,512        2,906,932        307,231  

 

(7) Stock-Based Compensation Plans

At June 30, 2012, the Company had two stock option plans, a restricted stock plan and an employee stock purchase plan. Readers should refer to Note 5 of our consolidated financial statements in our Annual Report on Form 10-K for the calendar year ended December 31, 2011, for additional information related to these stock-based compensation plans.

The Company recognized compensation expense for share-based payments of $3,554,026 and $6,959,580 for the second quarter and six months ended June 30, 2012, respectively. Compensation cost capitalized as part of inventory as of June 30, 2012, was $199,263.

Employee Stock Option Plan

The fair value of each option grant in the Employee Stock Option Plan was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for the indicated periods:

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2012     2011     2012     2011  

Dividend Yield

     2.63     2.68     2.62     2.71

Expected volatility

     44.51     40.80     44.29     40.59

Risk-free interest rate

     0.72     1.62     0.87     1.93

Expected term of options (years)

     4.04       4.05       4.04       4.05  

Weighted-avg. grant date fair value

   $ 5.91     $ 8.13     $ 6.44     $ 8.24  

 

- 9 -


GENTEX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Continued

(Unaudited)

 

(7) Stock-Based Compensation Plans (continued)

The Company determined that all employee groups exhibit similar exercise and post-vesting termination behavior to determine the expected term. Under the plan, 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 three to seven years.

As of June 30, 2012, there was $21,595,931 of unrecognized compensation cost related to share-based payments which is expected to be recognized over the vesting periods.

Non-employee Director Stock Option Plan

In May 2012, an Amended and Restated Nonemployee Director Stock Option Plan, covering a total of 500,000 shares of common stock, was approved by shareholders replacing a prior plan. The Company has granted options on 42,000 shares under the new director plan through June 30, 2012. As of June 30, 2012, there was $249,887 of unrecognized compensation cost under the director plans related to share-based payments. Under the shareholder approved plans, the option exercise price equals the stock’s market price on date of grant. The options vest after six months, and expire after ten years.

Employee Stock Purchase Plan

The Company has an Employee Stock Purchase Plan covering 1,200,000 shares that was approved by the shareholders, replacing a prior plan. Under the plan, the Company sells shares at 85% of the stock’s market price at date of purchase. Under ASC 718, the 15% discounted value is recognized as compensation expense.

Restricted Stock Plan

The Company has a Restricted Stock Plan covering 2,000,000 shares of common stock that was approved by the shareholders. The purpose of the plan 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 the Compensation Committee, appointed by the Board of Directors, but may not exceed ten years under the terms of the plan. As of June 30, 2012, the Company had unearned stock-based compensation of $7,494,250 associated with these restricted stock grants. The unearned stock-based compensation related to these grants is being amortized to compensation expense over the applicable restriction periods. Amortization expense from restricted stock grants in the second quarter and six months ended June 30, 2012, was $477,099 and $1,032,125, respectively.

 

(8) 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 investments and foreign currency translation adjustments.

 

(9) The increase in common stock during the six months ended June 30, 2012, was primarily due to the issuance of 496,578 shares of the Company’s common stock under the Company’s stock-based compensation plans. The Company announced a $0.01 per share increase in its quarterly cash dividend rate during the first quarter of 2012, which resulted in a recorded cash dividend of $0.13 per share. The first quarter dividend of approximately $18,794,000 was declared on May 24, 2012 and was paid on July 20, 2012.

 

- 10 -


GENTEX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Continued

(Unaudited)

 

(10) The Company currently manufactures electro-optic products, including automatic-dimming rearview mirrors for the automotive industry, and fire protection products for the commercial construction industry. The Company also develops and manufactures variably dimmable windows for the aerospace industry and non-auto dimming rearview automotive mirrors with electronic features:

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2012      2011     2012      2011  

Revenue:

          

Automotive Products

   $ 274,820,852       $ 238,191,803      $ 560,505,352       $ 484,482,581   

Other

     5,434,696         4,809,738        10,456,958         9,464,857   
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 280,255,548       $ 243,001,541      $ 570,962,310       $ 493,947,438   
  

 

 

    

 

 

   

 

 

    

 

 

 

Income(loss) from Operations

          

Automotive Products

   $ 57,139,415       $ 53,515,749      $ 122,610,118       $ 113,926,971   

Other

     372,817         (268,857     403,077         (589,205
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 57,512,232       $ 53,246,892      $ 123,013,195       $ 113,337,766   
  

 

 

    

 

 

   

 

 

    

 

 

 

The “Other segment includes Fire Protection Products and Dimmable Aircraft Windows.

 

- 11 -


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

RESULTS OF OPERATIONS:

SECOND QUARTER 2012 VERSUS SECOND QUARTER 2011

Net Sales. Net sales for the second quarter of 2012 increased by approximately $37,254,000, or 15%, when compared with the second quarter last year. Net sales of the Company’s automotive mirrors (including features) increased by approximately $36,629,000, or 15%, in the second quarter of 2012, when compared with the second quarter last year, primarily due to 19% increase in auto-dimming mirror unit shipments from approximately 5,094,000 in the second quarter of 2011 to approximately 6,042,000 in the current quarter. This unit increase was primarily due to increased penetration of auto-dimming mirrors and increased light vehicle production in North America and Japan/Korea. Unit shipments to customers in North America for the current quarter increased by 33% compared with the second quarter of the prior year, primarily due to increased auto-dimming mirror unit shipments to the Japanese transplant and domestic automakers. Mirror unit shipments for the current quarter to automotive customers outside North America increased by 10% compared with the second quarter in 2011, primarily due to increased auto-dimming mirror unit shipments to certain Japanese automakers.

Other net sales increased by approximately $625,000, or 13% for the current quarter versus the same quarter of last year, primarily due to an increase in dimmable aircraft window net sales, partially offset by a 7% decline in fire protection net sales quarter over quarter. The quarter-over-quarter increase in dimmable window net sales was primarily due to increased unit shipments for the Boeing 787 Dreamliner series of aircraft. Fire protection net sales continue to be impacted by the relatively weak commercial construction market.

Cost of Goods Sold. As a percentage of net sales, cost of goods sold increased from 64.8% in the second quarter of 2011 to 66.9% in the second quarter of 2012. This quarter-over-quarter percentage increase in cost of goods sold primarily reflected the impact of annual automotive customer price reductions and product mix, partially offset by purchasing cost reductions. Each negative factor is estimated to have impacted cost of goods sold as a percentage of net sales by approximately 1-2 percentage points.

Operating Expenses. Engineering, research and development (E, R & D) expenses for the current quarter increased 13% and approximately $2,547,000 when compared with the same quarter last year, primarily due to additional hiring of employees to support new product development projects and program awards.

Selling, general and administrative (S, G & A) expenses increased 3% and approximately $321,000 for the current quarter, when compared with the same quarter last year, primarily due to continued overseas office hiring to support our overseas growth, partially offset by foreign exchange rates. Foreign exchange rates accounted for approximately a five percentage point reduction in selling, general and administrative expenses quarter over quarter.

Total Other Income. Total other income for the current quarter decreased by approximately $1,334,000, when compared with the same quarter last year, primarily due to changes in the foreign currency rate related to the Company’s Euro denominated account.

Taxes. The provision for income taxes varied from the statutory rate for the current quarter, primarily due to the domestic manufacturing deduction.

Net Income. Net income for the second quarter of 2012 increased by approximately $2,294,000, when compared with the same quarter last year, primarily due to increased net sales and gross profit.

 

- 12 -


SIX MONTHS ENDED JUNE 30, 2012, VS. SIX MONTHS ENDED JUNE 30, 2011

Net Sales. Net sales for the six months ended June 30, 2012 increased by approximately $77,015,000, or 16%, when compared with the same period last year. Net sales of the Company’s automotive mirrors increased by approximately $76,023,000, or 16% period over period, as auto-dimming mirror unit shipments increased by 17% period over period from approximately 10,512,000 in the first six months of 2011 to approximately 12,307,000 in the first six months of 2012. The increase was primarily due to increased light vehicle production in North America and Japan/Korea as well as increased penetration of auto-dimming mirrors on 2012 model year vehicles. Unit shipments to customers in North America increased by 25% during the first six months of 2012 versus the same period in 2011, primarily due to increased auto-dimming mirror unit shipments for domestic automakers as well as Japanese and European transplant automakers. Mirror unit shipments to automotive customers outside North America increased by 12% period over period, primarily due to increased auto-dimming mirror unit shipments to certain European and Japanese automakers.

Other net sales increased by 10% period over period, due to an increase in dimmable window sales, partially offset by a 3% decrease in fire protection sales period over period. The period over period increase in dimmable window net sales was primarily due to increased unit shipments for the Boeing 787 Dreamliner series of aircraft. Fire protection net sales continue to be impacted by the relatively weak commercial construction market.

Cost of Goods Sold. As a percentage of net sales, cost of goods sold increased from 64.4% in the six months ended June 30, 2011, to 66.1% in the six months ended June 30, 2012. This percentage increase primarily reflected the impact of annual automotive customer price reductions, partially offset by purchasing cost reductions.

Operating Expenses. For the six months ended June 30, 2012, engineering, research and development expenses increased 17% and approximately $6,847,000, when compared with the same period last year, primarily due to additional hiring of employee and outside contract engineering/development services to support new product development projects and program awards.

Selling, general and administrative expenses increased 5% and approximately $1,120,000 for the six months ended June 30, 2012, when compared with the same period last year, primarily due to continued overseas office hiring to support our overseas growth, partially offset by foreign exchange rates. Foreign exchange rates accounted for approximately a five percentage point reduction in selling, general and administrative expenses period over period.

Total Other Income. Total other income for the six months ended June 30, 2012, decreased by approximately $1,412,000, when compared with the same period last year, primarily due to changes in the foreign currency rate related to the Company’s Euro denominated account and reduced realized gains on the sale of equity investments. Each factor accounted for approximately half of the decline in total other income.

Taxes. The provision for income taxes varied from the statutory rate during the six months ended June 30, 2012, primarily due to the domestic manufacturing deduction.

Net Income. Net income increased by approximately $6,306,000 for the six months ended June 30, 2012, when compared with the same period last year, primarily due to increased net sales and gross profit.

FINANCIAL CONDITION:

Cash and cash equivalents as of June 30, 2012, increased approximately $17,720,000 compared to December 31, 2011. The increase was primarily due to cash flow from operations and fixed income maturities, partially offset by capital expenditures and dividends paid.

Short-term investments as of June 30, 2012 decreased approximately $14,861,000 compared with December 31, 2011, primarily due to fixed income investment maturities.

 

- 13 -


Accounts receivable as of June 30, 2012 increased approximately $19,559,000 compared with December 31, 2011, primarily due to the higher sales level as well as monthly sales within each of those quarters.

Long-term investments as of June 30, 2012 increased approximately $9,388,000 compared to December 31, 2011, primarily due to an increase in unrealized gains in equity investments as a result of current market conditions.

Accrued liabilities as of June 30, 2012 increased approximately $17,273,000 compared to December 31, 2011, primarily due to changes in accrued compensation, reflecting the timing of certain compensation payments.

Cash flow from operating activities for the six months ended June 30, 2012, decreased approximately $3,086,000 to approximately $101,529,000, compared with approximately $104,615,000, during the same period last year, primarily due to changes in working capital, partially offset by increased net income. Capital expenditures for the six months ended June 30, 2012, were approximately $69,424,000, compared with approximately $48,995,000 for the same period last year, primarily due to building/improvement related costs and production equipment purchases. Building/improvement related costs were approximately $45,000,000 in the first six months of 2012.

The Company’s existing automotive interior mirror manufacturing facilities in Zeeland and Holland, Michigan, currently have estimated building capacity to manufacture approximately 16-18 million interior mirror units annually, based on current product mix. The Company’s automotive exterior mirror manufacturing facility has an estimated building capacity to manufacture approximately 6 million units annually, based on current product mix.

The Company previously announced the following expansion plans to increase plant capacity in the electronic assembly, final assembly and exterior mirror manufacturing areas:

 

   

60,000 square-foot chemistry lab expansion at the Company’s Zeeland, Michigan campus, which was completed in the second quarter of 2012 with a total cost of approximately $11.5 million.

 

   

32,000 square-foot expansion project at the Company’s exterior mirror manufacturing facility in Zeeland, Michigan, which was completed in the second quarter of 2012 with a cost of approximately $4 million.

 

   

125,000 square-foot expansion at the electronic assembly manufacturing facility in Holland, Michigan, which is expected to be completed in the third quarter of 2012 with a total estimated cost of approximately $17 million. Production equipment moves/transfers began during the second quarter and are expected to continue through the third quarter of 2012.

 

   

120,000 square-foot expansion project connecting two manufacturing facilities in Zeeland, Michigan, which is expected to be completed by the end of calendar year 2012 with a total estimated cost of approximately $25 million.

The above expansion projects are expected to be funded from current cash and/or cash equivalents on hand.

After the above expansion projects are completed, the Company estimates that it will have building capacity to manufacture approximately 21-23 million interior mirror units annually and approximately 10 million exterior mirror units annually, based in each case on current product mix.

The Company believes its existing and planned facilities are suitable, adequate, and have the capacity necessary for current and near-term planned business. However, the Company continues to evaluate longer-term facility needs to support demand for its products. As a result, the Company is performing master planning and infrastructure improvements at a 140 acre site (near existing facilities) that the Company currently owns to prepare for its next facility. The timing of new facility construction is still uncertain due to the volatile economic environment, uncertainty in the automotive industry, as well as uncertainties related to the timing of the ramp up of certain products.

 

- 14 -


Management considers the Company’s working capital and long-term investments totaling approximately $808,285,000 as of June 30, 2012, 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 next year and for the foreseeable future.

On October 8, 2002, the Company announced a share repurchase plan, under which it may purchase up to 8,000,000 shares (post-split) based on a number of factors, including market conditions, the market price of the Company’s common stock, anti-dilutive effect on earnings, available cash and other factors that the Company deems appropriate. On July 20, 2005, the Company announced that it had raised the price at which the Company may repurchase shares under the existing plan. On May 16, 2006, the Company announced that the Company’s Board of Directors had authorized the repurchase of an additional 8,000,000 shares under the plan. On August 14, 2006, the Company announced that the Company’s Board of Directors had authorized the repurchase of an additional 8,000,000 shares under the plan. On February 26, 2008, the Company announced that the Company’s Board of Directors had authorized the repurchase of an additional 4,000,000 shares under the plan. The following is a summary of quarterly share repurchase activity under the plan to date:

 

Quarter Ended

   Total Number of
Shares  Purchased
(Post-Split)
     Cost of
Shares Purchased
 

June 30, 2003

     830,000       $ 10,246,810   

September 30, 2005

     1,496,059         25,214,573   

June 30, 2006

     2,803,548         47,145,310   

June 30, 2006

     7,201,081         104,604,414   

September 30, 2006

     3,968,171         55,614,102   

December 31, 2006

     1,232,884         19,487,427   

June 30, 2007

     447,710         7,328,015   

June 30, 2008

     2,200,752         34,619,490   

June 30, 2008

     1,203,560         19,043,775   

September 30, 2008

     2,519,153         39,689,410   

December 31, 2008

     2,125,253         17,907,128   
  

 

 

    

 

 

 

Total

     26,028,171       $ 380,900,454   

1,971,829 shares remain authorized to be repurchased under the plan as of June 30, 2012.

CRITICAL ACCOUNTING POLICIES:

The preparation of the Company’s consolidated condensed financial statements contained in this report, which have been prepared in accordance with accounting principles generally accepted in the Unites States, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates these estimates. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources. Historically, actual results have not been materially different from the Company’s estimates. However, actual results may differ from these estimates under different assumptions or conditions.

The Company has identified the critical accounting policies used in determining estimates and assumptions in the amounts reported in its Management’s Discussion and Analysis of Financial Condition and Results of Operations in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Management believes there have been no significant changes in those critical accounting policies during the most recently completed quarter.

 

- 15 -


TRENDS AND DEVELOPMENTS:

The Company previously announced a number of OEM and dealer or port-installed programs for its Rear Camera Display (RCD) Mirror that consists of a liquid crystal display (LCD) that shows a panoramic video of objects behind the vehicle in real time. During the current quarter, the Company announced that its RCD Mirror is offered on the Mazda CX-5 for the Japanese market. The auto-dimming RCD Mirror for the Mazda CX-5 shows the view from the backup camera, but also, with the press of a button, shows the view along the passenger side of the vehicle from a camera located in the exterior mirror. The Company is currently shipping auto-dimming mirrors with RCD for 60 vehicle models with 10 automakers. The Company is also shipping auto-dimming mirrors with RCD for over 20 aftermarket or dealer-installed programs.

The “Cameron Gulbransen Kids Transportation Safety Act of 2007” (KTSA) and the pending requirement that all new vehicles in the United States will be required to be equipped with cameras and rear camera displays by September 2014 has been delayed three times. Notwithstanding these delays, the final rule is still in the Office of Management and Budget (OMB), and the Secretary of Transportation Ray LaHood indicated that the final rule is currently expected by December 31, 2012.

The Company’s RCD mirrors have always been sold to automakers that have multiple options for where the Rear Camera Display is located. While there continues to be a lot of uncertainty among the Company’s current RCD mirror automotive customers as a result of the rulemaking delays, the Company has recently confirmed that four of its customers are changing their primary Rear Camera Display location from the mirror to a radio display location in the center console. The impact of two of those customer location changes are expected to materially impact the Company’s RCD mirror unit shipments negatively in the 2013 calendar year. The RCD location changes at the other two customers will begin to materially impact the Company’s RCD mirror unit shipments negatively beginning in calendar year 2014. It is the Company’s understanding that these location change decisions were primarily driven to reduce cost. The radio location is now expected to be the primary rear camera display location for these four automakers.

The Company continues to believe that most automakers will continue to have a multi-pronged location approach for rear camera displays, with the market divided into two primary market segments:

 

  1. The top 20% of the vehicle market will primarily offer the display for a rear camera in the navigation system, with the option of purchasing an RCD mirror, and

 

  2. The remaining portion of the market will offer the camera display in a number of different locations, including the radio, instrument panel, console, and rearview mirror. This is the segment of the market with the greatest and increasing competition.

The Company still believes that its cost-competitive RCD Mirror product is an optimum, ergonomic, easily adaptable method to display the image produced by the rear camera for increased safety, and automakers could utilize rear cameras with the display in a RCD Mirror to satisfy the requirements of the legislation. The Company also continues to believe that this will be a very competitive market, as automotive customers consider different options for the location where that image from the camera can be displayed in the vehicle (i.e. the navigation system, and other radio or multi-purpose displays).

In addition, The Company continues to believe that its RCD Mirror product will be implemented in three overlapping phases by automakers:

 

  1. Market-Driven Phase: was the time period prior to any legislation through NHTSA’s Notice of Proposed Rulemaking on December 7, 2010.

 

  2. “Wait and See” Phase: the period of time from when the legislation was signed into law on February 28, 2008, until the currently expected final interpretation date of December 31, 2012.

 

  3. Implementation Phase: from the time the final rule is issued and will run until full implementation, when 100 percent of all new vehicles in the U.S. under 10,000 lbs. will be required to be equipped with rear cameras and displays (based on the December 7, 2010, NPRM issued by NHTSA). We believe that automaker production cycles currently are being used by OEM’s to set their implementation schedules, absent any final schedule being published by NHTSA.

 

- 16 -


The Company previously announced it is shipping auto-dimming mirrors with SmartBeam®, its proprietary intelligent high-beam headlamp assist feature to a number of automakers. The SmartBeam® product is a single-function driver-assist feature for headlamp lighting control that competes with multiple-function drivers-assist features that include headlamp lighting control as one of the multiple functions. While we expect SmartBeam® to help provide growth over the next several years, competition from multiple-function drivers-assist products could impact our expectations. As the Company continues to expand the capabilities of its CMOS (complementary metal oxide semiconductor) imager technology for additional features, the Company recognizes that it is competing against multiple-function driver-assist technologies that could present a competitive threat for SmartBeam®.

The Company previously announced that it has begun shipping its new vision-based, glare-free high-beam system (known as SmartBeam® DFL (Dynamic Forward Lighting)). The new DFL vision-based system consists of a custom CMOS image sensor combined with algorithmic decision-making to offer constant “on” glare-free high beams.

During the current quarter, the Company announced that it is supplying auto-dimming mirrors with a new, camera-based driver-assist system for the 2013 Ford Explorer. The Company’s new driver-assist system uses a multi-function camera combined with algorithmic decision-making to perform Automatic High-Beam Control, Lane Keeping and Driver Alert. The system was developed in conjunction with Mobileye®, the global pioneer in the development of vision-based driver-assistance systems. The Automatic-High-Beam Control turns a vehicle’s high beams on and off automatically according to surrounding traffic conditions. In Lane Keeping mode, the driver is warned by vibration in the steering wheel, while the Lane Keeping function warns the driver by applying torque at the steering wheel to direct the vehicle back into the lane. Driver Alert monitors the vehicle’s lane position and can notify a driver of signs of inattentiveness with a coffee cup warning light that appears on the dashboard instrument cluster. Certain components, including the camera and microprocessor, are integrated into a Gentex interior auto-dimming mirror. The Company also recently announced that it is supplying auto-dimming mirrors with the Company’s own SmartBeam® lighting assist system, as well as auto-dimming mirrors with a camera-based driver-assist system (Automatic-High-Beam Control, Lane Keeping and Driver Alert) for the new 2013 Lincoln MKS and the 2013 Lincoln MKT. The Company is currently shipping auto-dimming mirrors with SmartBeam® and/or Driver-Assist features for 68 vehicle models to 13 automakers.

On June 25, 2012, American Vehicular Sciences LLC (“AVS”) filed 4 patent infringement complaints, in the United States District Court, in the Eastern District of Texas, which names the Company and one of two of its customers as co-defendants. In two of the complaints (#6:12-cv-00413 and #6:12-cv-00406), AVS alleges that the Company’s SmartBeam product infringes one patent owned by AVS. In the other two complaints (#6:12-cv-00410 and #6:12-cv-00415) AVS alleges that the Company’s monitoring system products infringe two other patents owned by AVS. The Company was served with the four complaints on July 27, 2012, and is currently evaluating the allegations of infringement. The Company is uncertain of what impact, if any, the above claims may potentially have on its business.

The Company previously announced that it was working with PPG Aerospace to provide the variably dimmable windows for the passenger compartment on the new Boeing 787 Dreamliner series of aircraft. As previously announced, Boeing delivered the first 787 Dreamliner Series of Aircraft to All Nippon Airways (ANA) on September 27, 2011. The Company and PPG Aerospace previously announced that they will work together to supply dimmable windows to Hawker Beechcraft Corporation for the passenger-cabin windows of the 2010 Beechcraft King Air 350i airplane.

There recently was a news report that ANA was not satisfied with the darkness level of the aircraft windows that the Company supplies with PPG Aerospace. That story was refuted the next day in a blog posted by airlinereporter.com.

 

- 17 -


Flooding in Thailand as a result of heavy rain and monsoons in late July 2011 resulted in additional supply chain disruptions as production at certain component supplier plants was moved to their plants in other countries, putting certain suppliers outside of Thailand in over-capacity situations. Gaining access to those components and ensuring adequate supply resulted in additional costs to the Company during the fourth quarter of 2011. The Company did experience sequential improvement in this area during the first and second quarters of 2012. The costs associated with these particular supply chain constraints/disruptions have been resolved as of June 30, 2012, barring another natural disaster impacting the supply chain. To date, the supply chain related issues the Company has experienced have not disrupted deliveries to customers, but the Company continues to apply measures to ensure adequate supply of certain automotive-grade components, including carrying additional inventory.

The Company continues to experience significant pricing pressures from its automotive customers and competitors, 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 engineering and purchasing cost reductions, productivity improvements, and increases in unit sales volume, each of which pose a challenge. In addition, financial pressures and increasing production volumes at certain automakers are resulting in increased cost reduction efforts by them, including requests for additional price reductions, decontenting certain features from vehicles, customer market testing of future business, dual sourcing initiatives and warranty cost-sharing programs, which could adversely impact the Company’s business, financial condition, and/or results of operations.

The automotive industry has always been cyclical and highly impacted by levels of economic activity. The current economic environment continues to be uncertain and continues to cause increased financial and production stresses evidenced by volatile production levels, supply chain disruptions, supplier part shortages, automotive plant shutdowns, customer and supplier financial issues/bankruptcies, commodity material cost increases, and consumer preference shift to smaller vehicles, where the Company has a lower penetration rate and lower content per vehicle, due to increasing fuel costs and environmental concerns. If additional automotive customers (including their Tier 1 suppliers) and suppliers experience bankruptcies, work stoppages, strikes, part shortages, etc., it could disrupt the Company’s shipments to these customers, which could adversely affect the Company’s business, financial condition, and/or results of operations.

Automakers continue to experience increased volatility and uncertainty in executing planned new programs which have, in some cases, resulted in delays or cancellations of new vehicle platforms, package reconfigurations and inaccurate volume forecasts. This volatility and uncertainty have made it more difficult for the Company to forecast future sales and effectively manage costs, inventory, and utilize capital, engineering, research and development, and human resource investments.

During the current quarter, the Company negotiated a long term agreement with VW/Audi in the ordinary course of the Company’s business. Under the agreement, the Company is the exclusive supplier of all interior and exterior auto-dimming rearview mirror products sourced through December 31, 2018.

The Company currently estimates that its top line revenue will be in the range of flat to an increase of 5% in the third quarter of 2012 compared with the third quarter of 2011, based on the IHS Worldwide June forecast for current light vehicle production forecasts in the regions to which the Company ships product, as well as the estimated option rates for the Company’s mirrors on vehicle models and anticipated product mix. Continuing uncertainties, including the light vehicle production levels, supplier part shortages, automotive plant shutdowns, sales rates in Europe, North America and Asia, customer inventory management and the impact of potential automotive customer (including their Tier 1 suppliers) and supplier bankruptcies, work stoppages, strikes, etc., which could disrupt Company shipments to customers, make forecasting difficult. The Company also continues to experience increasing volatility with customer orders within its 12-week customer release window with some customers, including tier 1 mirror suppliers, revising orders at the last minute.

The Company currently expects that its gross margin in the third quarter of 2012 will improve approximately 50 basis points compared to the gross margin reported in the second quarter of 2012, primarily due to production efficiencies.

The Company also estimates that engineering, research and development expenses are currently expected to increase approximately 10% in the third quarter of 2012 compared with the same quarter in 2011, primarily due to hiring of employee and outside contract engineering/development services to support product development projects and program awards.

 

- 18 -


Selling, general and administrative expenses are currently expected to increase approximately 5% in the third quarter of 2012 compared with the same quarter in 2011, primarily due to continued overseas office hiring to support the Company’s overseas growth. This estimate is based on stable foreign exchange rates.

Based on the IHS June forecast for light vehicle production levels for the entire 2012 year, the Company continues to estimate that RCD Mirror unit shipments will be approximately flat in calendar year 2012 compared with calendar year 2011.

Based on the IHS June forecast for light vehicle production levels for the entire 2012 year, the Company now estimates that SmartBeam® unit shipments will increase approximately 20-25% in calendar year 2012 compared with calendar year 2011. This downward revision to our previous 2012 SmartBeam guidance is primarily due to lower take rates and packaging changes at certain European customers, and declines in European light vehicle production on vehicle models that offer SmartBeam (our SmartBeam products are predominantly sold in Europe). The Company does not believe that this is a long-term trend, as there continues to be significant interest in the SmartBeam product globally.

The Company utilizes the light vehicle production forecasting services of IHS Worldwide. The IHS June forecast for light vehicle production for the third quarter of 2012 are approximately 3.4 million units for North America, 4.2 million for Europe and 3.5 million for Japan and Korea. The IHS June forecast for light vehicle production for calendar year 2012 are approximately 14.9 million for North America, 18.9 million for Europe and 14.1 million for Japan and Korea.

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. Volatile equity markets could negatively impact the Company’s financial performance due to realized losses on the sale of equity investments and/or recognized losses due to a other-than-temporary impairment adjustment on available-for-sale securities (mark-to-market adjustments). During the quarter ended June 30, 2012, there were no material changes in the risk factors previously disclosed in the Company’s report on Form 10-K for the fiscal year ended December 31, 2011.

The Company has some assets, liabilities and operations outside the United States, including a euro-denominated account, which currently are not significant overall to the Company as a whole. Because the Company sells its automotive mirrors throughout the world, and automotive manufacturing is highly dependent on general economic conditions, the Company could be affected by uncertain economic conditions in foreign markets that can reduce demand for its products.

In light of the on-going financial stresses within the worldwide automotive industry, certain automakers and Tier 1 customers are considering the sale of certain business segments or may be considering bankruptcy. Should one or more of the Company’s larger customers (including sales through their Tier 1 suppliers) declare bankruptcy or sell their business, it could adversely affect the collection of receivables, business more generally, financial condition, and/or results of operations. The uncertain economic environment continues to cause financial pressures and production stresses on the Company’s customers, which could impact timely customer payments and ultimately the collectibility of receivables.

The Company does not have any significant off-balance sheet arrangements or commitments that have not been recorded in its consolidated financial statements.

 

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 Financial Condition and Results of Operations.

 

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Item 4. Controls And Procedures.

The Company’s management, with the participation of its principal executive officer and principal financial officer, has evaluated the effectiveness, as of June 30, 2012, of the Company’s “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the Company’s management, including the principal executive officer and principal financial officer, concluded that the Company’s disclosure controls and procedures, as of June 30, 2012, were adequate and effective such that the information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

In the ordinary course of business, the Company may routinely modify, upgrade, and enhance its internal controls and procedures over financial reporting. However, there was no change in the Company’s “internal control over financial reporting” [as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act] that occurred during the quarter ended June 30, 2012, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

SAFE HARBOR STATEMENT:

Statements in this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended, that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the global automotive industry, the economy and the Company itself. Words like “anticipates,” “believes,” “confident,” “estimates,” “expects,” “forecasts,” “hopes”, “likely,” “plans,” “projects,” “optimistic,” and “should,” and variations of such words and similar expressions identify forward-looking statements. These statements do not guarantee future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict with regard to timing, expense, likelihood and degree of occurrence. These risks include, without limitation, the pace of economic activity in the United States and in international markets, employment and other general economic conditions; worldwide automotive production; the maintenance of the Company’s market share; the ability to control costs, including the ability to achieve purchasing and manufacturing cost reductions, control and leverage fixed overhead costs, and maintain margins; and the ability to control E,R&D and S,G&A expenses. Additionally, these risks include competitive pricing pressures; the mix of products purchased by customers; the market for and the success of certain of the Company’s mirror products (e.g. Rear Camera Display, SmartBeam®, other camera-based driver-assist and lighting-assist products), including vehicle model penetration and option take rates; intellectual property litigation risk; the ability to continue to make product innovations; customer inventory management; currency fluctuations; interest rates; equity prices; the financial strength/stability of the Company’s customers (including their Tier 1 suppliers); potential impact of supply chain disruptions including but not limited to those caused by natural disasters and any other part shortages; potential sale of OEM business segments or suppliers; potential customer (including their Tier 1 suppliers) bankruptcies; and other risks identified in the Company’s other filings with the Securities and Exchange Commission. Therefore, actual results and outcomes may materially differ from what is expressed or forecasted. Furthermore, the Company undertakes no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

 

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PART II—OTHER INFORMATION

Item 1A. Risk Factors.

Information regarding risk factors appears in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I – Item 2 of this Form 10-Q and in Part I – Item 1A – Risk Factors of the Company’s report on Form 10-K for the fiscal year ended December 31, 2011. There have been no material changes from the risk factors previously disclosed in the Company’s report on Form 10-K for the year ended December 31, 2011, except to the extent described in Part I – Item 2 of this Form 10-Q.

Item 6. Exhibits

See Exhibit Index on Page 23.

 

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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: August 2, 2012       /s/ Fred T. Bauer
      Fred T. Bauer
      Chairman and Chief
      Executive Officer (Principal Executive Officer) on
      behalf of Gentex Corporation
Date: August 2, 2012      

/s/ Steven A. Dykman

      Steven A. Dykman
      Vice President – Finance and Treasurer
      (Principal Financial and Accounting Officer) on
      behalf of Gentex Corporation

 

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EXHIBIT INDEX

 

 

Exhibit No.

 

Description

  

Page

3(a)   Registrant’s Restated Articles of Incorporation, adopted on August 20, 2004, were filed as Exhibit 3(a) to Registrant’s Report on Form 10-Q dated November 2, 2004, and an Amendment to the Registrant’s Restated Articles of Incorporation, adopted as of May 18, 2012, were filed as Exhibit 3.1(i) to the Registrant’s Form 8-K dated May 22, 2012, and the same is hereby incorporated herein by reference.   
3(b)   Registrant’s Bylaws as amended and restated February 27, 2003, were filed as Exhibit 3(b)(1) to Registrant’s Report on Form 10-Q dated May 5, 2003, and an Amendment to Registrant’s Bylaws adopted as of February 16, 2012 was filed as Exhibit 3(b)(ii) to Registrant’s Form 8-K dated February 21, 2012 and the same are hereby incorporated herein by reference.   
4(a)   A specimen form of certificate for the Registrant’s common stock, par value $.06 per share, were filed as part of a Registration Statement on Form S-8 (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.   
10(a)(1)   A Lease dated August 15, 1981, was filed as part of a Registration Statement on Form S-1 (Registration Number 2-74226C) as Exhibit 9(a)(1), and the same is hereby incorporated herein by reference.   
10(a)(2)   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 February 26, 2004) was included in Registrant’s Proxy Statement dated April 6, 2004, filed with the Commission on April 6, 2004, which is hereby incorporated herein by reference.   
*10(b)(2)   First Amendment to Gentex Corporation Stock Option Plan (as amended and restated February 26, 2004) was filed as Exhibit 10(b)(2) to Registrant’s Report on Form 10-Q dated August 2, 2005, and the same is hereby incorporated herein by reference.   
*10(b)(3)   Specimen form of Grant Agreement for the Gentex Corporation Qualified Stock Option Plan (as amended and restated, effective February 26, 2004) was filed as Exhibit 10(b)(3) to Registrant’s Report on Form 10-Q dated November 1, 2005, and the same is hereby incorporated herein by reference.   
*10(b)(4)   Gentex Corporation Second Restricted Stock Plan was filed as Exhibit 10(b)(2) to Registrant’s Report on Form 10-Q dated April 27, 2001, and the same is hereby incorporated herein by reference.   
*10(b)(5)   First Amendment to the Gentex Corporation Second Restricted Stock Plan was filed as Exhibit 10(b)(5) to Registrant’s Report on Form 10-Q dated August 4, 2008, and the same is hereby incorporated herein by reference.   
*10(b)(6)   Specimen form of Grant Agreement for the Gentex Corporation Restricted Stock Plan, was filed as Exhibit 10(b)(4) to Registrant’s Report on Form 10-Q dated November 2, 2004, and the same is hereby incorporated herein by reference.   

 

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Exhibit No.

  

Description

  

Page

 
*10(b)(7)    Gentex Corporation 2002 Non-Employee Director Stock Option Plan (adopted March 6, 2002), was filed as Exhibit 10(b)(4) to Registrant’s Report on Form 10-Q dated April 30, 2002, and the same is incorporated herein by reference.   
*10(b)(8)   

Specimen form of Grant Agreement for the Gentex Corporation 2002 Non-Employee Director

Stock Option Plan, was filed as Exhibit 10(b)(6) to Registrant’s Report on Form 10-Q dated November 2, 2004, and the same is hereby incorporated herein by reference.

  
*10(b)(9)    Retirement from Service Agreement between Gentex Corporation and John Arnold was filed as Exhibit 10(b)(9) to registrant’s report on Form 10-Q dated November 3, 2011, and the same is incorporated herein by reference.   
*10(b)(10)    Gentex Corporation 2012 Amended and Restated Non-Employee Director Stock Option Plan, effective February 16, 2012 and approved by the shareholders on May 17, 2012.      25   
*10(b)(11)    Specimen form of Grant Agreement for the Gentex Corporation 2012 Amended and Restated Non-Employee Director Stock Option Plan.      28   
10(c)    The form of Indemnity Agreement between Registrant and each of the Registrant’s directors and certain officers was filed as Exhibit 10 (e) to Registrant’s Report on Form 10-Q dated October 31, 2002, and the same is incorporated herein by reference.   
31.1    Certificate of the Chief Executive Officer of Gentex Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).      30   
31.2    Certificate of the Chief Financial Officer of Gentex Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).      31   
32   

Certificate of the Chief Executive Officer and Chief Financial Officer of Gentex Corporation

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

     32   

 

* Indicates a compensatory plan or arrangement.

 

 

- 24 -

XNAS:GNTX Gentex Corp Quarterly Report 10-Q Filling

Gentex Corp XNAS:GNTX Stock - Get Quarterly Report SEC Filing of Gentex Corp XNAS:GNTX stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

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XNAS:GNTX Gentex Corp Quarterly Report 10-Q Filing - 6/30/2012
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