1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998,
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 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 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 14, 1998
----------------------------- -------------------
Common Stock, $0.06 Par Value 71,926,270
Exhibit Index located at page 10
Page 1 of 11
2
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AT SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
ASSETS
------
September 30, 1998 December 31, 1997
------------------ -----------------
CURRENT ASSETS
Cash and cash equivalents $ 33,706,719 $ 26,768,647
Short term investments 27,476,703 14,362,736
Accounts receivable, net 30,148,736 24,515,525
Inventories 7,810,730 8,787,689
Prepaid expenses and other 2,058,034 1,484,839
------------------ -----------------
Total current assets 101,200,922 75,919,436
PLANT AND EQUIPMENT - NET 57,497,995 42,238,885
OTHER ASSETS
Long-term investments 73,165,246 70,291,142
Patents and other assets, net 1,298,540 1,333,384
------------------ -----------------
Total other assets 74,463,786 71,624,526
------------------ -----------------
Total assets $ 233,162,703 $ 189,782,847
================== =================
LIABILITIES AND SHAREHOLDERS' INVESTMENT
----------------------------------------
CURRENT LIABILITIES
Accounts payable $ 10,212,226 $ 8,760,256
Accrued liabilities 6,520,724 5,830,968
------------------ -----------------
Total current liabilities 16,732,950 14,591,224
DEFERRED INCOME TAXES 1,922,410 1,986,446
SHAREHOLDERS' INVESTMENT
Common stock 4,315,606 2,123,949
Additional paid-in capital 61,239,384 53,654,663
Other shareholders' equity 148,952,353 117,426,565
------------------ -----------------
Total shareholders' investment 214,507,343 173,205,177
------------------ -----------------
Total liabilities and
shareholders' investment $ 233,162,703 $ 189,782,847
================== =================
See accompanying notes to condensed consolidated financial statements.
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3
GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Nine Months Ended
September 30 September 30
---------------------------- ------------------------------
1998 1997 1998 1997
----------- ----------- ------------ ------------
NET SALES $49,596,221 $46,968,427 $157,947,372 $133,743,883
COST OF GOODS SOLD 30,412,536 30,264,933 96,322,113 86,503,617
---------------------------- ------------------------------
Gross profit 19,183,685 16,703,494 61,625,259 47,240,266
OPERATING EXPENSES:
Research and development 2,861,513 2,406,153 8,152,256 6,890,365
Selling, general
& administrative 3,044,766 2,587,579 9,135,974 8,057,107
---------------------------- ------------------------------
Total operating expenses 5,906,279 4,993,732 17,288,230 14,947,472
---------------------------- ------------------------------
Income from operations 13,277,406 11,709,762 44,337,029 32,292,794
OTHER INCOME (EXPENSE)
Interest, net 1,382,076 1,045,992 3,983,323 3,018,292
Other 25,490 85,394 947,420 322,187
---------------------------- ------------------------------
Total other income 1,407,566 1,131,386 4,930,743 3,340,479
---------------------------- ------------------------------
Income before provision
for federal income taxes 14,684,972 12,841,148 49,267,772 35,633,273
PROVISION FOR FEDERAL INCOME TAXES 4,784,000 4,174,000 16,101,000 11,581,000
---------------------------- ------------------------------
NET INCOME $ 9,900,972 $ 8,667,148 $ 33,166,772 $ 24,052,273
============================ ==============================
Earnings Per Share
Basic $ 0.14 $ 0.12 $ 0.46 $ 0.34
Diluted $ 0.13 $ 0.12 $ 0.45 $ 0.34
Weighted Average Shares:
Basic 71,823,718 70,263,914 71,487,969 70,060,082
Diluted 73,422,512 72,167,872 73,512,644 71,775,426
See accompanying notes to condensed consolidated financial statements.
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GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
1998 1997
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 33,166,772 $ 24,052,273
Adjustments to reconcile net income to net
cash provided by operating activities-
Depreciation and amortization 6,142,455 4,334,341
Loss on disposal of equipment 111,218 12,011
Deferred income taxes 364,144 (76,590)
Amortization of deferred compensation 414,378 428,904
Change in assets and liabilities:
Accounts receivable, net (5,633,211) (6,722,954)
Inventories 976,959 (2,314,899)
Prepaid expenses and other (346,984) (8,299)
Accounts payable 1,451,970 2,798,441
Accrued liabilities 689,756 (370,779)
------------ ------------
Net cash provided by
operating activities 37,337,457 22,132,449
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in short-term investments (13,113,967) 20,614,369
Plant and equipment additions (21,366,952) (11,752,682)
Proceeds from sale of plant and equipment 52,709 1,500
Increase in long-term investments (4,743,793) (37,048,239)
Increase in other assets (159,971) (215,703)
------------ ------------
Net cash used for
investing activities (39,331,974) (28,400,755)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock and tax benefit of
stock plan transactions 8,932,589 5,937,244
------------ ------------
Net cash provided by
financing activities 8,932,589 5,937,244
------------ ------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 6,938,072 (331,062)
CASH AND CASH EQUIVALENTS,
beginning of period 26,768,647 16,730,356
------------ ------------
CASH AND CASH EQUIVALENTS,
end of period $ 33,706,719 $ 16,399,294
============ ============
See accompanying notes to condensed consolidated financial statements
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5
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) The condensed consolidated financial statements included herein have
been prepared by the Registrant, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles 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 1997 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 September 30, 1998, and
December 31, 1997, and the results of operations and cash flows for the
interim periods presented.
(3) Inventories consisted of the following at the respective quarter ends:
September 30, 1998 December 31, 1997
------------------ -----------------
Raw materials $ 3,683,574 $ 4,931,434
Work-in-process 773,268 600,298
Finished goods 3,353,888 3,255,957
------------------ -----------------
$ 7,810,730 $ 8,787,689
================== =================
(4) In connection with its April 1996, patent litigation settlement
agreement with Donnelly Corporation, the Company agreed to pay Donnelly
$200,000 for a royalty-free, paid-up license for certain lighted mirror
patents that had been declared invalid by the Federal District Court if
Donnelly prevailed in its appeal to the Federal Circuit Court of
Appeals. During the third quarter 1998, the Federal Circuit Court of
Appeals overturned the lower court's decision, and the Company made the
$200,000 payment to Donnelly.
(5) Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130: "Reporting Comprehensive Income". This
statement establishes standards for reporting and display of
comprehensive income and its components. Comprehensive income reflects
the change in equity of a business enterprise during a period from
transactions and other events and circumstances from non-owner sources.
For Gentex, comprehensive income represents net income adjusted for
items such as unrealized gains and losses on certain investments and
foreign currency translation adjustments. Comprehensive income was
approximately as follows:
September 30, 1998 September 30, 1997
------------------ ------------------
Quarter Ended $ 7,507,000 $ 9,600,000
Nine Months Ended 31,955,000 25,613,000
(6) All earnings per share amounts and weighted daily average of shares of
common stock outstanding have been restated, to reflect the two-for-one
stock split effected in the form of a 100 percent common stock dividend
issued to shareholders on June 19, 1998.
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6
GENTEX CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS:
THIRD QUARTER 1998 VERSUS THIRD QUARTER 1997
Net Sales. Net sales for the third quarter of 1998 increased by
approximately $2,628,000, or 6%, when compared with the third quarter
last year. Net sales of the Company's automotive mirrors increased by
5% as automatic mirror unit shipments increased by 10% from
approximately 974,000 in the third quarter of 1997 to 1,069,000 in
the current quarter. This increase reflected increased penetration on
1999 model year vehicles for interior and exterior electrochromic
Night Vision Safety(TM) (NVS(R)) Mirrors. Shipments to customers in
North America increased by 7%, despite a 5% reduction in North
American light vehicle production, primarily due to increased mirror
shipments for light trucks and sport/utility vehicles, partially
offset by reduced shipments in July for General Motors due to two
strikes at their component plants and the subsequent shutdown of the
majority of their vehicle assembly plants. Mirror unit shipments to
automotive customers outside North America increased by 16% compared
with the third quarter in 1997, primarily due to increased mirror
sub-assembly shipments to European automakers. Net sales of the
Company's fire protection products increased 10%, primarily due to
higher sales of certain of the Company's smoke detectors and
generally improved industry sales.
Cost of Goods Sold. As a percentage of net sales, cost of goods sold
decreased from 64% in the third quarter of 1997 to 61% for the
comparable period in 1998. This decreased percentage primarily
reflected improved glass yields due to the Company's new in-house
coater and processes.
Operating Expenses. Research and development expenses increased
approximately $455,000, and increased from 5% to 6% of net sales,
when compared with the same quarter last year, primarily reflecting
additional staffing for new product development, including mirrors
with additional electronic features. Selling, general and
administrative expenses increased approximately $457,000, but
remained at 6% of net sales, when compared with the third quarter of
1997. This increased expense primarily reflected the final $200,000
patent settlement payment to Donnelly Corporation (see Item 1), as
well as the establishment of a sales and engineering office in Japan
and a warehouse distribution operation in Germany.
Other Income - Net. Other income increased by approximately $276,000
when compared with the third quarter of 1997, primarily due to higher
investable fund balances.
NINE MONTHS ENDED SEPTEMBER 30, 1998 , VERSUS NINE MONTHS ENDED
SEPTEMBER 30, 1997
Net Sales. Net sales for the nine months ended September 30, 1998,
increased by approximately $24,203,000, or 18%, when compared with
the same period last year. Automatic mirror unit shipments increased
from approximately 2,735,000 in the first nine months of 1997 to
3,455,000 in the first nine months of 1998. This increase reflected
increased penetration on domestic and foreign 1998 and 1999 model
year vehicles for interior and exterior electrochromic NVS(R)
Mirrors. Shipments to customers in North America increased by 32%,
primarily due to increased mirror shipments for light trucks and
sport/utility vehicles partially offset by reduced shipments in June
and July for General Motors due to two strikes at their plants.
Mirror unit shipments to automotive customers outside North America
increased by 15% compared with the first nine months of 1997,
primarily due to increased shipments of exterior mirror
sub-assemblies for Mercedes-Benz. Net sales of the Company's fire
protection products increased 1%, primarily due to higher sales of
certain of the Company's smoke detectors, offset by lower than
expected sales of certain audible and visual signals.
Cost of Goods Sold. As a percentage of net sales, cost of goods sold
decreased from 65% in the first nine months of 1997 to 61% for the
comparable period in 1998. This decreased percentage primarily
reflected improved yields on the Company's new aspheric, convex and
thin flat exterior mirrors and increased sales volume spread over
fixed overhead expenses.
-6-
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS:
NINE MONTHS ENDED SEPTEMBER 30, 1998, VERSUS NINE MONTHS ENDED
SEPTEMBER 30, 1997 (CONTINUED)
Operating Expenses. For the nine months ended September 30, 1998,
research and development expenses increased approximately $1,262,000,
but remained at 5% of net sales, when compared with the same period
last year, primarily reflecting additional staffing for new product
development, including mirrors with additional electronic features.
Selling, general and administrative expenses increased approximately
$1,079,000, but remained at 6% of net sales, when compared with the
first nine months of 1997. This increased expense primarily reflected
the establishment of a sales and engineering office in Japan and a
warehouse distribution operation in Germany, and the final $200,000
patent settlement payment to Donnelly Corporation.
Other Income - Net. Other income for the nine months ended September
30, 1998, increased by approximately $1,590,000 as compared to the
first nine months of 1997, primarily due to higher investable fund
balances and realized gains on the sale of equity investments.
FINANCIAL CONDITION:
Management considers the Company's working capital and long-term
investments totaling approximately $157,633,000 at September 30,
1998, together with internally generated cash flow and an unsecured
$5,000,000 line of credit from a bank, to be sufficient to cover
anticipated cash needs for the foreseeable future.
TRENDS AND DEVELOPMENTS:
In addition to price reductions over the life of its long-term
agreements, the Company continues to experience pricing pressures
from its automotive customers, which have affected, and which will
continue to affect, its margins to the extent that the Company is
unable to offset the price reductions with productivity improvements,
engineering and purchasing cost reductions, and increases in unit
sales volume. In addition, the Company continues to experience some
pressure for select raw material cost increases.
The Company currently supplies NVS(R) Mirrors to BMW, Chrysler
Corporation, Ford Motor Company and General Motors Corporation under
long-term agreements. The BMW long-term contract is through March 31,
1999, and the long-term supply agreement with Chrysler Corporation
runs through the 2003 Model Year. The term of the Ford contract is
through December 1999, while the GM contract runs through the 2002
Model Year.
The Company has developed a plan to address its computer systems'
compliance with the Year 2000. Internal remediation activities are
underway, and the Company expects that all internal remediation
activities will be completed by December 31, 1998, and all internal
acceptance testing will be completed by mid-1999. The Company is in
the process of ascertaining the status of its suppliers' Year 2000
compliance efforts, and plans to develop contingency plans by
mid-1999 for any key suppliers that will not be compliant on a timely
basis. The Company currently believes that the cost of addressing the
Year 2000 issue will not be material to the Company's business,
operations or financial condition.
While the Company believes all necessary work will be completed,
there can be no guarantee that all systems will be in compliance by
the year 2000 or that the systems of other companies on which the
Company relies will be converted in a timely manner. Such failure to
complete the necessary work by the year 2000 could cause delays in
the Company's ability to produce or ship its products, process
transactions, or otherwise conduct business in its markets, resulting
in material financial risk.
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.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In connection with its April 1996, patent litigation
settlement agreement with Donnelly Corporation, the
Company agreed to pay Donnelly $200,000 for a
royalty-free, paid-up license for certain lighted mirror
patents that had been declared invalid by the Federal
District Court if Donnelly prevailed in its appeal to the
Federal Circuit Court of Appeals. During the third quarter
1998, the Federal Circuit Court of Appeals overturned the
lower court's decision, and the Company made the $200,000
payment to Donnelly.
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index on Page 10.
(b) No reports on Form 8-K were filed during the three months
ended September 30, 1998.
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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 11/06/98 /s/ Fred T. Bauer
--------------- ----------------------------------
Fred T. Bauer
Chairman and Chief
Executive Officer
Date 11/06/98 /s/ Enoch C. Jen
--------------- ----------------------------------
Enoch C. Jen
Vice President-Finance,
Principal Financial and
Accounting Officer
-9-
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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)(i) 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 by reference.
3(b)(1) Registrant's Bylaws as amended and restated August 18, 1995 were
filed as Exhibit 3(b) to Registrant's Report on Form 10-Q dated
November 1, 1995, and the same is incorporated herein by
reference.
3(b)(2) First Amendment to Bylaws, adopted on August 25, 1997, was filed
as Exhibit 3(c) to Registrant's Report on Form 10-Q dated October
31, 1997, 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) Shareholder Protection Rights Agreement, dated as of August 26,
1991, including as Exhibit A the form of Certificate of Adoption
of Resolution Establishing Series of Shares of Junior
Participating Preferred Stock of the Company, and as Exhibit B the
form of Rights Certificate and of Election to Exercise, was filed
as Exhibit 4(b) to Registrant's report on Form 8-K on August 20,
1991, and the same is hereby incorporated herein by reference.
4(b)(1) First Amendment to Shareholder Protection Rights Agreement,
effective April 1, 1994, was filed as Exhibit 4(b)(1) to
Registrant's report on Form 10-Q on April 29, 1994, and the same
is hereby incorporated herein by reference.
4(b)(2) Second Amendment to Shareholder Protection Rights Agreement,
effective November 8, 1996, was filed as Exhibit 4(b)(2) to
Registrant's Report on Form 10-K, dated March 7, 1997, and the
same is hereby incorporated herein by reference.
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.
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EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
*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 1987 Incentive Stock Option Plan (as amended
through May 24, 1989), was filed as Exhibit 10(g)(3) to
Registrant's Report on Form 10-K dated March 1, 1990, and the same
is hereby incorporated herein by reference.
*10(b)(3) Gentex Corporation Restricted Stock Plan was filed as Exhibit
10(b)(3) to Registrant's Report on Form 10-K dated March 10, 1992,
and the same is hereby incorporated herein by reference.
*10(b)(4) Gentex Corporation Non-Employee Director Stock Option Plan (as
amended and restated, effective March 7, 1997) was filed as
Exhibit 10(b)(4) to Registrant's Report on Form 10-K dated March
7, 1997, and the same is incorporated herein in reference.
10(e) The form of Indemnity Agreement between Registrant and each of the
Registrant's directors was filed as a part of a Registration
Statement on Form S-2 (Registration No. 33-30353) as Exhibit 10(k)
and the same is hereby incorporated herein by reference.
27 Financial Data Schedule
------------------------------------------
* Indicates a compensatory plan or arrangement.
-11-
5
9-MOS
DEC-31-1998
SEP-30-1998
33,706,719
27,476,703
30,148,736
0
7,810,730
101,200,922
84,034,797
(26,536,802)
233,162,703
16,732,950
0
0
0
4,315,606
210,191,737
233,162,703
157,947,372
157,947,372
96,322,113
96,322,113
(4,930,743)
0
0
49,267,772
16,101,000
33,166,772
0
0
0
33,166,772
0.46
0.45
