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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 SEPTEMBER 30, 2002, OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM ___________ TO ____________
COMMISSION FILE NO. 0-10235
GENTEX CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2030505
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
600 N. CENTENNIAL, ZEELAND, MICHIGAN 49464
(Address of principal executive offices) (Zip Code)
(616) 772-1800
(Registrant's telephone number, including area code)
---------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
-------- --------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
-------- --------
APPLICABLE ONLY TO CORPORATE USERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares Outstanding
Class at October 17, 2002
----- -------------------
Common Stock, $0.06 Par Value 76,073,245
Exhibit Index located at page 13
Page 1 of 20
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, 2002 December 31, 2001
------------------ -----------------
CURRENT ASSETS
Cash and cash equivalents $151,561,932 $139,784,721
Short-term investments 44,449,810 65,859,016
Accounts receivable, net 40,775,959 31,994,939
Inventories 17,649,171 14,405,350
Prepaid expenses and other 6,692,107 7,814,468
------------ ------------
Total current assets 261,128,979 259,858,494
PLANT AND EQUIPMENT - NET 122,172,675 110,862,310
OTHER ASSETS
Long-term investments 188,334,263 132,771,234
Patents and other assets, net 4,009,277 3,330,760
------------ ------------
Total other assets 192,343,540 136,101,994
------------ ------------
Total assets $575,645,194 $506,822,798
============ ============
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES
Accounts payable $ 14,094,801 $ 9,378,937
Accrued liabilities 17,825,069 11,606,467
------------ ------------
Total current liabilities 31,919,870 20,985,404
DEFERRED INCOME TAXES 2,099,869 6,836,865
SHAREHOLDERS' INVESTMENT
Common stock 4,564,395 4,510,317
Additional paid-in capital 120,470,768 105,327,971
Other shareholders' investment 416,590,292 369,162,241
------------ ------------
Total shareholders' investment 541,625,455 479,000,529
------------ ------------
Total liabilities and
shareholders' investment $575,645,194 $506,822,798
============ ============
See accompanying notes to condensed consolidated financial statements.
- 2 -
GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Nine Months Ended
September 30 September 30
------------------------------ -----------------------------
2002 2001 2002 2001
---- ---- ---- ----
NET SALES $ 101,516,275 $ 74,116,183 $ 287,911,087 $ 230,587,557
COST OF GOODS SOLD 60,820,878 45,685,789 172,959,610 140,067,867
------------------------------ -----------------------------
Gross profit 40,695,397 28,430,394 114,951,477 90,519,690
OPERATING EXPENSES:
Research and development 5,974,215 5,081,973 17,183,818 15,307,817
Selling, general
& administrative 5,142,636 4,694,263 15,426,934 14,398,677
------------------------------ -----------------------------
Total operating expenses 11,116,851 9,776,236 32,610,752 29,706,494
------------------------------ -----------------------------
Income from operations 29,578,546 18,654,158 82,340,725 60,813,196
OTHER INCOME (EXPENSE)
Interest, net 2,996,813 3,090,374 8,673,118 9,998,150
Other (832,098) 371,728 382,911 859,698
------------------------------ -----------------------------
Total other income 2,164,715 3,462,102 9,056,029 10,857,848
------------------------------ -----------------------------
Income before provision
for income taxes 31,743,261 22,116,260 91,396,754 71,671,044
PROVISION FOR INCOME TAXES 10,316,000 7,188,000 29,705,500 23,294,000
------------------------------ -----------------------------
NET INCOME $ 21,427,261 $ 14,928,260 $ 61,691,254 $ 48,377,044
============================== =============================
Earnings Per Share:
Basic $ 0.28 $ 0.20 $ 0.82 $ 0.65
Diluted $ 0.28 $ 0.20 $ 0.81 $ 0.64
Weighted Average Shares:
Basic 75,688,349 74,966,071 75,379,342 74,665,184
Diluted 76,585,241 76,140,308 76,521,515 75,842,779
See accompanying notes to condensed consolidated financial statements.
- 3 -
GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30,
------------------------------
2002 2001
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 61,691,254 $ 48,377,044
Adjustments to reconcile net income to net
cash provided by operating activities-
Depreciation and amortization 14,329,578 11,723,699
(Gain) loss on disposal of equipment 11,180 154,093
Deferred income taxes 2,497,161 363,198
Amortization of deferred compensation 854,654 698,909
Change in operating assets and liabilities:
Accounts receivable, net (8,781,020) 879,916
Inventories (3,243,821) (3,570,893)
Prepaid expenses and other 1,684,689 (657,426)
Accounts payable 4,715,864 2,871,105
Accrued liabilities 6,218,602 2,253,073
------------- -------------
Net cash provided by
operating activities 79,978,141 63,092,718
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in short-term investments 21,409,206 (31,545,088)
Plant and equipment additions (25,534,851) (39,001,311)
Proceeds from sale of plant and equipment 189,926 1,244,285
(Increase) decrease in long-term investments (77,838,701) 18,480,051
(Increase) decrease in other assets (849,620) (700,974)
------------- -------------
Net cash used for
investing activities (82,624,040) (51,523,037)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock in connection with
stock plan transactions 14,423,110 10,262,587
------------- -------------
Net cash provided by
financing activities 14,423,110 10,262,587
------------- -------------
NET INCREASE IN CASH AND
CASH EQUIVALENTS 11,777,211 21,832,268
CASH AND CASH EQUIVALENTS,
beginning of period 139,784,721 110,195,583
------------- -------------
CASH AND CASH EQUIVALENTS,
end of period $ 151,561,932 $ 132,027,851
============= =============
See accompanying notes to condensed consolidated financial statements.
- 4 -
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) The condensed consolidated financial statements included herein have been
prepared by the Registrant, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with accounting principles generally accepted in the United
States have been condensed or omitted pursuant to such rules and
regulations, although the Registrant believes that the disclosures are
adequate to make the information presented not misleading. It is suggested
that these condensed consolidated financial statements be read in
conjunction with the financial statements and notes thereto included in the
Registrant's 2001 annual report on Form 10-K.
(2) In the opinion of management, the accompanying 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 September 30, 2002, and December 31, 2001, and the
results of operations and cash flows for the interim periods presented.
(3) Inventories consisted of the following at the respective balance sheet
dates:
September 30, 2002 December 31, 2001
------------------ -----------------
Raw materials $10,127,477 $ 8,376,321
Work-in-process 1,915,579 1,649,389
Finished goods 5,606,115 4,379,640
----------- -----------
$17,649,171 $14,405,350
=========== ===========
(4) The following table reconciles the numerators and denominators used in the
calculation of basic and diluted earnings per share (EPS):
Quarter Ended September 30, Nine Months Ended September 30,
--------------------------- -------------------------------
2002 2001 2002 2001
---- ---- ---- ----
Numerators:
Numerator for both basic and
diluted EPS, net income $21,427,261 $14,928,260 $61,691,254 $48,377,044
Denominators:
Denominator for basic EPS,
weighted-average shares
outstanding 75,688,349 74,966,071 75,379,342 74,665,184
Potentially dilutive shares
resulting from stock plans 896,892 1,174,237 1,142,173 1,177,595
---------- ---------- ---------- ----------
Denominator for diluted EPS 76,585,241 76,140,308 76,521,515 75,842,779
========== ========== ========== ==========
Shares related to stock plans
not included in diluted average
common shares outstanding
because their effect would be
antidilutive 838,681 452,710 616,265 463,654
(5) Comprehensive income reflects the change in equity of a business enterprise
during a period from transactions and other events and circumstances from
non-owner sources. For the Company, comprehensive income represents net
income adjusted for items such as unrealized gains and losses on certain
investments and foreign currency translation adjustments. Comprehensive
income was as follows:
September 30, 2002 September 30, 2001
------------------ ------------------
Quarter Ended $14,516,584 $9,532,007
Nine Months Ended 47,347,162 42,532,492
-5-
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
(6) The increase in common stock and additional paid-in capital during the
quarter ended September 30, 2002, is attributable to the issuance of
255,102 and 901,294 shares, respectively, of the Company's common stock
under its stock-based compensation plans.
(7) The Company currently manufactures electro-optic products, including
automatic-dimming rearview mirrors for the automotive industry and fire
protection products for the commercial building industry:
Quarter Ended September 30, Nine Months Ended September 30,
--------------------------------- -------------------------------
2002 2001 2002 2001
---- ---- ---- ----
Revenue:
Automotive Products $ 95,993,245 $ 68,644,031 $271,453,080 $214,176,956
Fire Protection Products 5,523,030 5,472,152 16,458,007 16,410,601
------------ ------------ ------------ ------------
Total $101,516,275 $ 74,116,183 $287,911,087 $230,587,557
============ ============ ============ ============
Operating Income:
Automotive Products $ 28,642,341 $ 17,530,876 $ 79,334,411 $ 57,474,616
Fire Protection Products 936,205 1,123,282 3,006,314 3,338,580
------------ ------------ ------------ ------------
Total $ 29,578,546 $ 18,654,158 $ 82,340,725 $ 60,813,196
============ ============ ============ ============
-6-
GENTEX CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS:
THIRD QUARTER 2002 VERSUS THIRD QUARTER 2001
Net Sales. Net sales for the third quarter of 2002 increased by
approximately $27,400,000, or 37%, when compared with the third
quarter last year. Net sales of the Company's automotive mirrors
increased by $27,349,000, or 40%, as electrochromic mirror unit
shipments increased by 29% from approximately 1,704,000 in the third
quarter of 2001 to 2,206,000 in the current quarter. This increase
reflected the increased penetration of interior and exterior
electrochromic Night Vision Safety(TM) (NVS(R)) Mirrors on 2003 model
year vehicles plus additional content. Unit shipments to customers in
North America increased by 26%, primarily due to increased
penetration into the mid-sized vehicle segment and higher automotive
production levels. Mirror unit shipments to automotive customers
outside North America increased by 35% compared with the third
quarter in 2001, primarily due to increased interior and exterior
mirror sub-assembly shipments to European and Asian-Pacific
automakers. Net sales of the Company's fire protection products
increased 1%, primarily due to higher sales of certain of the
Company's signaling products.
Cost of Goods Sold. As a percentage of net sales, cost of goods sold
decreased from 62% in the third quarter of 2001 to 60% in the third
quarter of 2002. This decreased percentage primarily reflected the
higher sales level leveraged over the fixed overhead costs and
product mix, partially offset by annual customer price reductions to
two major automotive customers.
Operating Expenses. Research and development expenses increased
approximately $892,000, but decreased from 7% to 6% of net sales,
when compared with the same quarter last year, primarily reflecting
additional staffing, engineering and testing for new product
development, including mirrors with additional electronic features.
Selling, general and administrative expenses increased approximately
$448,000, but decreased from 6% to 5% of net sales, when compared
with the third quarter of 2001. This increased expense primarily
reflected the expansion of the Company's overseas sales and
engineering offices.
Other Income - Net. Other income decreased by approximately
$1,297,000 when compared with the third quarter of 2001, primarily
due to realized losses on the sale of equity investments.
NINE MONTHS ENDED SEPTEMBER 30, 2002 VERSUS NINE MONTHS ENDED
SEPTEMBER 30, 2001
Net Sales. Net sales for the nine months ended September 30, 2002,
increased by approximately $57,324,000, or 25%, when compared with
the same period last year. Net sales of the Company's automotive
mirrors increased by 27%, as electrochromic mirror unit shipments
increased by 23% from approximately 5,308,000 in the first nine
months of 2001 to 6,540,000 in the first nine months of 2002. This
increase primarily reflected increased penetration on 2002 and 2003
model year vehicles for interior and exterior electrochromic Night
Vision Safety(TM) (NVS(R)) Mirrors. Shipments to customers in North
America increased by 22%, primarily due to increased penetration and
higher automotive production levels. Mirror unit shipments to
automotive customers outside North America increased by 24% compared
with the first nine months in 2001, primarily due to increased
interior and exterior mirror sub-assembly shipments to European and
Asian-Pacific automakers. Net sales of the Company's fire protection
products marginally increased.
Cost of Goods Sold. As a percentage of net sales, cost of goods sold
decreased from 61% in the first nine months of 2001, to 60% for the
comparable period in 2002. This increased percentage primarily
reflected the higher sales level leveraged over the fixed overhead
costs.
-7-
NINE MONTHS ENDED SEPTEMBER 30, 2002 VERSUS NINE MONTHS ENDED
SEPTEMBER 30, 2001 (CONT.)
Operating Expenses. For the nine months ended September 30, 2002,
research and development expenses increased approximately $1,876,000,
but decreased from 7% to 6% of net sales, when compared with the same
period last year, primarily reflecting additional staffing,
engineering and testing for new product development, including
mirrors with additional electronic features. Selling, general and
administrative expenses increased approximately $1,028,000, but
decreased from 6% to 5% of net sales, when compared with the first
nine months of 2001. This increased expense primarily reflected the
expansion of the Company's overseas automotive sales and engineering
offices to support future growth opportunities.
Other Income - Net. Other income for the nine months ended September
30, 2002, decreased by approximately $1,802,000 when compared with
the first nine months of 2001, primarily due to realized losses on
the sale of equity investments and declining interest rates.
FINANCIAL CONDITION:
Cash flow from operating activities for the nine months ended
September 30, 2002, increased $16,885,000 to $79,978,000, compared to
$63,093,000 for the same period last year, primarily due to increased
net income. Capital expenditures for the nine months ended September
30, 2002, were $25,535,000, compared to $39,001,000 for the same
period last year, primarily due to decreased purchases of electronic
manufacturing equipment.
Management considers the Company's working capital and long-term
investments totaling approximately $417,543,000 at September 30,
2002, 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 the Company may purchase up to 4,000,000 shares 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 as the Company deems appropriate.
TRENDS AND DEVELOPMENTS:
The Company is subject to market risk exposures of varying
correlations and volatilities, including foreign exchange rate risk,
interest rate risk and equity price risk. There were no significant
changes in the market risks reported in the Company's 2001 Form 10-K
report.
The Company has some assets, liabilities and operations outside the
United States, which currently are not significant. Because the
Company sells its automotive mirrors throughout the world, it could
be significantly affected by weak economic conditions in worldwide
markets that could reduce demand for its products. The Company
utilizes the forecasting services of J.D. Powers and Associates, and
its current forecasts for light vehicle production are approximately
16.5 million for North America, 16.0 million for Western Europe, and
17.8 million for the Asia/Pacific region for calendar 2002.
In addition to price reductions over the life of its long-term
agreements, the Company continues to experience pricing pressures
from its automotive customers, which have affected, and which will
continue to affect, its margins to the extent that the Company is
unable to offset the price reductions with productivity improvements,
engineering and purchasing cost reductions, and increases in unit
sales volume. In addition, the Company continues to experience from
time to time some pressure for select raw material cost increases.
The Company currently supplies NVS(R) Mirrors to DaimlerChrysler AG
and General Motors Corporation under long-term agreements. The
long-term supply agreement with DaimlerChrysler AG runs through the
2003 Model Year, while the GM contract is through the 2004 Model Year
for inside mirrors.
-8-
TRENDS AND DEVELOPMENTS (CONT.):
On October 1, 2002, Magna International acquired Donnelly
Corporation. Donnelly is the Company's major competitor for sales of
automatic-dimming rearview mirrors to domestic and foreign vehicle
manufacturers and their mirror suppliers. The Company also sells
certain automatic-dimming rearview mirror sub-assemblies to Magna and
Donnelly. At this time, it is too early to determine the impact, if
any, of Magna's acquisition of Donnelly upon the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for by this item is provided under the caption
"Trends and Developments" under Item 2 - Management's Discussion and
Analysis of Results of Operations and Financial Condition.
ITEM 4. CONTROLS AND PROCEDURES
As of September 30, 2002, an evaluation was performed under the
supervision and with the participation of the Company's management,
including the CEO and CFO, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as
defined in Exchange Act Rules 13a - 14(c) and 15d - 14(c)). Based on
that evaluation, the Company's management, including the CEO and CFO,
concluded that the Company's disclosure controls and procedures were
effective as of September 30, 2002 to ensure that material
information relating to the Company would be made known to them by
others within the Company, particularly during the period in which
this Form 10-Q was being prepared. There have been no significant
changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to September
30, 2002, nor any significant deficiencies or material weaknesses in
such controls requiring corrective actions. As a result, no
corrective actions were required or taken.
Statements in this Quarterly Report on Form 10-Q which express
"belief", "anticipation" or "expectation" as well as other statements
which are not historical fact, are forward-looking statements and
involve risks and uncertainties described under the headings
"Management's Discussion and Analysis of Results of Operations and
Financial Condition" and "Trends and Developments" that could cause
actual results to differ materially from those projected. All
forward-looking statements in this Report are based on information
available to the Company on the date hereof, and the Company assumes
no obligation to update any such forward-looking statements.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index on Page 13.
(b) No reports on Form 8-K were filed during the
three months ended September 30, 2002.
-9-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENTEX CORPORATION
Date: 10/31/02 /s/ Fred T. Bauer
--------------------- -------------------------------
Fred T. Bauer
Chairman and Chief
Executive Officer
Date: 10/31/02 /s/ Enoch C. Jen
---------------------- -------------------------------
Enoch C. Jen
Vice President - Finance,
Principal Financial and
Accounting Officer
-10-
CERTIFICATIONS
I, Fred T. Bauer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Gentex
Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: October 31, 2002
---------------------
/s/ Fred T. Bauer
-------------------------------
Chief Executive Officer
-11-
I, Enoch C. Jen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Gentex
Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: October 31, 2002
---------------------
/s/ Enoch C. Jen
--------------------------
Vice President - Finance
-12-
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
3(a)(1) Registrant's Articles of Incorporation were filed in 1981 as
Exhibit 2(a) to a Registration Statement on Form S-18
(Registration No. 2-74226C), an Amendment to those Articles was
filed as Exhibit 3 to Registrant's Report on Form 10-Q in August
of 1985, an additional Amendment to those Articles was filed as
Exhibit 3(a)(1) to Registrant's Report on Form 10-Q in August of
1987, an additional Amendment to those Articles was filed as
Exhibit 3(a)(2) to Registrant's Report on Form 10-K dated March
10, 1992, an Amendment to Articles of Incorporation, adopted on
May 9, 1996, was filed as Exhibit 3(a)(2) to Registrant's Report
on Form 10-Q dated July 31, 1996, and an Amendment to Articles
of Incorporation, adopted on May 21, 1998, was filed as Exhibit
3(a)(2) to Registrant's Report on Form 10-Q dated July 30, 1998,
all of which are hereby incorporated herein be reference.
3(b)(1) Registrant's Bylaws as amended and restated August 18, 2000.
were filed on Exhibit 3(b)(1) to Registrant's Report on Form
10-Q dated October 27, 2000, and the same is hereby incorporated
herein by reference.
4(a) A specimen form of certificate for the Registrant's common
stock, par value $.06 per share, was filed as part of a
Registration Statement on Form S-18 (Registration No. 2-74226C)
as Exhibit 3(a), as amended by Amendment No. 3 to such
Registration Statement, and the same is hereby incorporated
herein by reference.
4(b) Amended and Restated Shareholder Protection Rights Agreement,
dated as of March 29, 2001, including as Exhibit A the form of
Certificate of Adoption of Resolution Establishing Series of
Shares of Junior Participating Preferred Stock of the Company,
and as Exhibit B the form of Rights Certificate and of Election
to Exercise, was filed as Exhibit 4(b) to Registrant's Report on
Form 10-Q dated April 27, 2001, 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, and the same is
hereby incorporated herein by reference.
*10(b)(2) 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.
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EXHIBIT NO. DESCRIPTION PAGE
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*10(b)(3) 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(e) The form of Indemnity Agreement between Registrant and each of
the Registrant's directors and certain officers. 15
99.1 Certificate of the Chief Executive Officer of Gentex Corporation
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. 1350). 19
99.2 Certificate of the Chief Financial Officer of Gentex Corporation
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. 1350). 20
*Indicates a compensatory plan or arrangement.
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