Back to GetFilings.com
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 MARCH 31, 2005, 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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
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 ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares Outstanding
Class at April 21, 2005
------------------------------ ------------------
Common Stock, $0.06 Par Value 77,979,374
Exhibit Index located at page 13
Page 1 of 17
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2005 December 31, 2004
(Unaudited) (Audited)
-------------- -----------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 426,349,856 $ 395,538,719
Short-term investments 90,540,373 99,341,541
Accounts receivable, net 63,378,429 56,092,330
Inventories 31,638,570 30,600,789
Prepaid expenses and other 11,430,611 11,035,715
-------------- -----------------
Total current assets 623,337,839 592,609,094
PLANT AND EQUIPMENT - NET 140,775,607 135,649,119
OTHER ASSETS
Long-term investments 119,613,550 122,174,030
Patents and other assets, net 6,246,584 6,427,185
-------------- -----------------
Total other assets 125,860,134 128,601,215
-------------- -----------------
Total assets $ 889,973,580 $ 856,859,428
============== =================
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES
Accounts payable $ 24,283,733 $ 19,849,569
Accrued liabilities 47,496,290 31,006,689
-------------- -----------------
Total current liabilities 71,780,023 50,856,258
DEFERRED INCOME TAXES 21,119,113 22,723,198
SHAREHOLDERS' INVESTMENT
Common stock 9,357,524 4,672,005
Additional paid-in capital 173,560,298 175,266,114
Retained earnings 604,269,603 591,546,326
Other shareholders' investment 9,887,019 11,795,527
-------------- -----------------
Total shareholders' investment 797,074,444 783,279,972
-------------- -----------------
Total liabilities and shareholders' investment $ 889,973,580 $ 856,859,428
============== =================
See accompanying notes to condensed consolidated financial statements.
- 2 -
GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
2005 2004
-------------- -----------------
NET SALES $ 127,641,720 $ 129,327,548
COST OF GOODS SOLD 79,588,903 74,443,276
-------------- -----------------
Gross profit 48,052,817 54,884,272
OPERATING EXPENSES:
Engineering, research and development 7,977,385 7,443,288
Selling, general & administrative 6,839,831 6,745,121
-------------- -----------------
Total operating expenses 14,817,216 14,188,409
-------------- -----------------
Operating income 33,235,601 40,695,863
OTHER INCOME:
Interest and dividend income 3,084,095 2,152,959
Other, net 1,539,274 1,321,653
-------------- -----------------
Total other income 4,623,369 3,474,612
-------------- -----------------
Income before provision for income taxes 37,858,970 44,170,475
PROVISION FOR INCOME TAXES 11,926,000 14,355,000
-------------- -----------------
NET INCOME $ 25,932,970 $ 29,815,475
============== =================
EARNINGS PER SHARE:
Basic $ 0.17 $ 0.19
Diluted $ 0.17 $ 0.19
Cash Dividends Declared per Share 0.085 0.075
See accompanying notes to condensed consolidated financial statements.
-3-
GENTEX CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For three months ended March 31,
--------------------------------
2005 2004
------------ --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 25,932,970 $ 29,815,475
Adjustments to reconcile net income to net
cash provided by operating activities-
Depreciation and amortization 5,894,059 5,406,733
(Gain) loss on disposal of assets 140,683 2,976
(Gain) loss on sale of investments (1,610,658) (1,086,065)
Deferred income taxes (709,339) 1,083,653
Amortization of deferred compensation 446,193 361,501
Tax benefit of stock plan transactions 167,671 874,413
Change in operating assets and liabilities:
Accounts receivable, net (7,286,099) (10,522,004)
Inventories (1,037,781) (1,398,150)
Prepaid expenses and other (153,647) 165,457
Accounts payable 4,434,164 1,777,746
Accrued liabilities, excluding dividends declared 16,517,256 15,483,221
------------ --------------
Net cash provided by operating activities 42,735,472 41,964,956
------------ --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Plant and equipment additions (11,128,956) (6,319,287)
Proceeds from sale of plant and equipment 21,000 2,500
(Increase) decrease in investments 9,726,609 21,402,891
Increase in other assets 92,645 (170,521)
------------ --------------
Net cash provided by (used for) investing activities (1,288,702) 14,915,583
------------ --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock from stock plan transactions 2,601,715 4,808,595
Cash dividends paid (13,237,348) (11,556,065)
Repurchases of common stock 0 0
------------ --------------
Net cash provided by (used for) financing activities (10,635,633) (6,747,470)
------------ --------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 30,811,137 50,133,069
CASH AND CASH EQUIVALENTS, beginning of period 395,538,719 322,662,971
------------ --------------
CASH AND CASH EQUIVALENTS, end of period $426,349,856 $ 372,796,040
============ ==============
See accompanying notes to condensed consolidated financial statements.
-4-
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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 2004 annual report on Form 10-K.
(2) In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments, consisting of
only a normal and recurring nature, necessary to present fairly the
financial position of the Registrant as of March 31, 2005, 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:
March 31, 2005 December 31, 2004
-------------- -----------------
Raw materials $ 19,162,723 $ 18,102,873
Work-in-process 3,814,658 3,894,864
Finished goods 8,661,189 8,603,052
-------------- ------------------
$ 31,638,570 $ 30,600,789
============== =================
(4) All earnings per share amounts, weighted daily average of shares of common
stock outstanding, common stock, and additional paid-in capital have been
restated, to reflect the Company's announcement on April 1, 2005, of a
two-for-one stock split effected in the form of a 100 percent common stock
dividend for each outstanding share, to be issued to shareholders on May
6, 2005. The ex-dividend date will be May 9, 2005.
(5) The following table reconciles the numerators and denominators used in the
calculation of basic and diluted earnings per share (EPS):
Quarter Ended March 31,
-------------------------------
2005 2004
------------ -------------
Numerators:
Numerator for both basic and
diluted EPS, net income $ 25,932,970 $ 29,815,475
Denominators:
Denominator for basic EPS,
weighted-average shares
outstanding 155,215,506 153,704,754
Potentially dilutive shares
resulting from stock plans 1,498,114 3,169,380
------------ -------------
Denominator for diluted EPS 156,713,620 156,874,134
============ =============
Shares related to stock plans not
included in diluted average common
shares outstanding because their
effect would be antidilutive 4,339,912 670,740
(5) At March 31, 2005, the Company had two stock option plans and an employee
stock purchase plan. The Company accounts for these plans under the
recognition and measurement principles of APB Opinion No. 25 (Accounting
for Stock Issued to Employees) and related interpretations. No stock-based
employee compensation cost is reflected in net income, since options
granted under these plans have an exercise price equal to the market value
of the underlying common stock on the date of grant. The following table
illustrates the effect on net income and earnings per share if the Company
had applied the fair value recognition provisions of Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation," to stock-based employee compensation.
-5-
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
Quarter Ended March 31,
-------------------------------
2005 2004
------------ -------------
Net income, as reported $ 25,932,970 $ 29,815,475
Deduct: Total stock-based employee
compensation expense determined
under fair value-based method of all
awards, net of tax effects (17,103,426) (3,021,569)
------------ -------------
Pro forma net income $ 8,829,544 $ 26,793,906
============ =============
Earnings per share:
Basic - as reported $ .17 $ .19
Basic - pro forma .06 .17
Diluted - as reported .17 19
Diluted - pro forma .06 .17
On March 30, 2005, in response to the required implementation of SFAS No.
123(R) as disclosed in Note 10, the Company accelerated the vesting of
current "under water" stock options. As a result of the vesting
acceleration, approximately 2.3 million shares became immediately
exercisable and an additional approximate $13.6 million of proforma
stock-based employee compensation expense was recognized in the current
quarter. In addition, the Company has also requested shareholder approval
of an amendment to its Employee Stock Option Plan to allow the grant of
non-qualified stock options. The objectives of these Company actions is
primarily to avoid recognizing compensation expense associated with these
options in future financial statements, under the Company's adoption of
SFAS No. 123(R).
(7) 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.
Comprehensive income was as follows:
March 31, 2005 March 31, 2004
-------------- --------------
Quarter Ended $ 23,788,586 $ 31,397,263
(8) The increase in common stock during the quarter ended March 31, 2005, was
attributable to the issuance of 112,623 shares of the Company's common
stock under its stock-based compensation plans. The Company has also
recorded a $0.17 per share cash dividend in the first quarter. The first
quarter dividend of approximately $13,256,000, was declared on March 3,
2005, and was paid on April 21, 2005.
(9) 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 March 31,
---------------------------------
2005 2004
------------- -------------
Revenue:
Automotive Products $ 121,959,968 $ 123,731,693
Fire Protection Products 5,681,752 5,595,855
------------- -------------
Total $ 127,641,720 $ 129,327,548
============= =============
Operating Income:
Automotive Products $ 31,976,839 $ 39,587,492
Fire Protection Products 1,258,762 1,108,371
------------- -------------
Total $ 33,235,601 $ 40,695,863
============= =============
-6-
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT.)
(10) On December 16, 2004, the Financial Accounting Standards Board (FASB)
issued SFAS Statement No. 123(R), "Share-Based Payment," which required
all share-based payments to employees, including grants of employee stock
options, to be recognized in the income statement based on their fair
values, and was effective for public companies for interim or annual
periods beginning after June 15, 2005. On April 14, 2005, the U.S.
Securities and Exchange Commission announced that companies will be
allowed to implement SFAS No. 123(R) at the beginning of their next fiscal
year after June 15, 2005. The Company does not intend to adopt a
fair-value based method of accounting for stock-based employee
compensation until required (January 1, 2006). Proforma quarterly earnings
and certain Company actions taken in response to SFAS No. 123(R) are
disclosed in Note 5 of this quarterly statement.
- 7 -
GENTEX CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS:
FIRST QUARTER 2005 VERSUS FIRST QUARTER 2004
Net Sales. Net sales for the first quarter of 2005 decreased by
approximately $1,686,000, or 1%, when compared with the first quarter
last year. Net sales of the Company's automotive auto-dimming mirrors
decreased by approximately $1,772,000, or 1%, in the first quarter of
2005, when compared to the first quarter last year, primarily due to
price reductions granted to automakers and a shift in mirror product
mix, despite a 2% increase in auto-dimming mirror unit shipments from
approximately 2,982,000 in the first quarter of 2004 to 3,030,000 in
the current quarter. This unit increase reflected the increased
penetration of interior auto-dimming mirrors on 2005 model year
vehicles during the first quarter of 2005. Unit shipments to customers
in North America for the current quarter decreased by 4% compared with
the first quarter of the prior year, primarily due to lower light
vehicle production levels at certain North-American-based automakers.
Mirror unit shipments for the current quarter to automotive customers
outside North America increased by 7% compared with the first quarter
in 2004, primarily due to increased mirror shipments to European
automakers as a result of increased penetration. Net sales of the
Company's fire protection products increased 2% for the current
quarter, despite a weak commercial construction market.
Cost of Goods Sold. As a percentage of net sales, cost of goods sold
increased from 57.6% in the first quarter of 2004 to 62.4% in the first
quarter of 2005. This percentage increase primarily reflected
automotive customer price reductions, higher fixed overhead expenses
and manufacturing inefficiencies due to unscheduled customer plant
shutdowns. Each 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 expenses for
the current quarter increased approximately $534,000, from 5.8% to 6.2%
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
$95,000, for the current quarter, from 5.2% to 5.4% of net sales, when
compared with the first quarter of 2004. This increased expense
primarily reflected the continued expansion of the Company's overseas
sales and engineering offices, partially offset by a reduction in state
taxes.
Total Other Income. Total other income for the current quarter
increased by approximately $1,149,000 when compared with the first
quarter of 2004, primarily from increased interest income due to higher
interest rates and realized gains on the sale of equity investments.
Income Taxes. The Company's effective income tax rate decreased from
32.5% in the first quarter of 2004 to 31.5% in the first quarter of
2005, primarily due to a higher tax benefit from increased overseas
sales.
FINANCIAL CONDITION:
Cash flow from operating activities for the three months ended March
31, 2005, increased $771,000 to $42,735,000, compared to $41,965,000,
for the same period last year, primarily due to lower growth in
accounts receivable, partially offset by decreased net income. Capital
expenditures for the three months ended March 31, 2005, increased to
$11,129,000, compared to $6,319,000 for the same period last year,
primarily due to new facility construction.
The Company currently expects that the construction of its fourth
automotive manufacturing facility and a new technical center will be
completed in spring 2006. The Company plans to invest approximately
$35-40 million for the new facilities during 2004-2006, which will be
funded from its cash and cash equivalents on hand.
Cash and cash equivalents as of March 31, 2005, increased approximately
$30,811,000 compared to December 31, 2004. The increase was primarily
due to cash flow from operations, less dividends paid.
Accrued liabilities as of March 31, 2005, increased $16,490,000,
compared to December 31, 2004. The increase was primarily due to the
timing of estimated federal income tax payments.
- 8 -
Management considers the Company's working capital and long-term
investments totaling approximately $671,171,000 as of March 31, 2005,
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 that the Company deems appropriate. During the
quarter ended March 31, 2003, the Company repurchased 415,000 shares at
a cost of approximately $10,247,000. No shares have been repurchased
subsequently by the Company.
TRENDS AND DEVELOPMENTS:
During the first quarter of 2005, the Company negotiated an extension
to its long-term agreement with General Motors in the ordinary course
of the Company's business. Under the extension, Gentex will be sourced
all of the interior auto-dimming rearview mirrors programs for GM and
its worldwide affiliates through August 2009, and includes all but two
low-volume models that had previously been awarded to a Gentex
competitor under a lifetime contract. The new business also includes
the GMT360 program, which is the mid-size truck/SUV platform that
currently does not offer auto-dimming mirrors. The new GM programs will
be transferred to Gentex by no later than the 2007 model year. We
currently estimate that this new business represents incremental
auto-dimming mirror units in the range of 500,000 on an annualized
basis. The Company also negotiated a price reduction for the GM OnStar
feature in its auto-dimming mirrors, effective January 1, 2005, in
connection with GM's plan to make their OnStar system standard across
their vehicle models over the next several years.
The Company currently expects that auto-dimming mirror unit shipments
will be 5-10% higher in the second quarter of 2005 compared with the
second quarter of 2004, and that mirror unit shipments will increase
approximately 10% for calendar 2005 compared with calendar 2004. These
estimates are based on light vehicle production forecasts in the
regions to which the Company ships product, as well as the estimated
option rates for its mirrors on prospective vehicle models.
The Company utilizes the light vehicle production forecasting services
of CSM Worldwide, and CSM's current forecasts for light vehicle
production for calendar 2005 are approximately 15.8 million units for
North America, 20.5 million for Europe and 13.1 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. During the quarter ended March 31, 2005,
there were no significant changes in the market risks reported in the
Company's 2004 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 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, profit pressures at certain automakers are resulting in
increased cost reduction efforts by them, including requests for
additional price reductions, decontenting certain features from
vehicles, and warranty cost-sharing programs, which could adversely
impact the Company's sales growth and margins. The Company also
continues to experience some pressure for select raw material cost
increases.
Automakers have been experiencing increased volatility and uncertainty
in executing planned new programs which have, in some cases, resulted
in cancellations or delays of new vehicle platforms, package
reconfigurations and inaccurate volume forecasts. This increased
volatility and uncertainty has made it more difficult for the Company
to forecast future sales and effectively utilize capital, engineering,
research and development, and human resource investments.
- 9 -
The Company does not have any significant off-balance sheet
arrangements or commitments that have not been recorded in its
consolidated financial statements.
On March 30, 2005, in response to the required implementation of SFAS
No. 123(R) as disclosed in Note 10, the Company accelerated the vesting
of current "under water" stock options. As a result of the vesting
acceleration, approximately 2.3 million shares became immediately
exercisable and an additional approximate $13.6 million of proforma
stock-based employee compensation expense was recognized in the current
quarter. In addition, the Company has also requested shareholder
approval of an amendment to its Employee Stock Option Plan to allow the
grant of non-qualified stock options. The objectives of these Company
actions is primarily to avoid recognizing compensation expense
associated with these options in future financial statements, under the
Company's adoption of SFAS No. 123(R).
On October 1, 2002, Magna International acquired Donnelly Corporation,
the Company's major competitor for sales of automatic-dimming rearview
mirrors to domestic and foreign vehicle manufacturers and their mirror
suppliers. The Company sells certain automatic-dimming rearview mirror
sub-assemblies to Magna Donnelly. To date, the Company is not aware of
any significant impact of Magna's acquisition of Donnelly upon the
Company; however, any ultimate significant impact has not yet been
determined.
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 March 31, 2005, 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 - 15(e) and 15d - 15(e)]. Based on that evaluation, the
Company's management, including the CEO and CFO, concluded that the
Company's disclosure controls and procedures were adequate and
effective as of March 31, 2005, 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. During the period covered by this quarterly report,
there have been no changes in the Company's internal controls over
financial reporting that have materially affected or are likely to
materially affect the Company's internal controls over financial
reporting.
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 global automotive industry, the
economy and the Company itself, 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." Words like "anticipates," "believes," "confident,"
"estimates," "expects," "forecast," "likely," "plans," "projects," and
"should," and variations of such words and similar expressions identify
forward-looking statements. These statements do no 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, employment and general economic conditions, the pace of
economic recovery in the U.S. and in international markets, the pace of
automotive production worldwide, the types of products purchased by
customers, competitive pricing pressures, currency fluctuations, the
financial strength of the Company's customers, the mix of products
purchased by customers, the ability to continue to make product
innovations, the success of newly introduced products (e.g. SmartBeam),
and other risks identified in the Company's 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.
- 10 -
PART II. OTHER INFORMATION
Item 6. Exhibits
(a) See Exhibit Index on Page 13.
- 11 -
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: May 3, 2005 /s/ Fred T. Bauer
----------------------------------------
Fred T. Bauer
Chairman and Chief
Executive Officer
Date: May 3, 2005 /s/ Enoch C. Jen
----------------------------------------
Enoch C. Jen
Vice President - Finance,
Principal Financial and
Accounting Officer
- 12 -
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 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 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, 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 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) 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 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) 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)(2) to
Registrant's Report on Form 10-Q dated November 2, 2004, and the same is hereby incorporated
herein by reference.
*10(b)(3) 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)(4) 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.
- 13 -
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------------------------------------------------------------------------------------------- ----
*10(b)(5) 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)(6) 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(e) 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). 15
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). 16
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) 17
*Indicates a compensatory plan or arrangement.
- 14 -