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, 1997,
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 13, 1997
----- -------------------
Common Stock, $0.06 Par Value 35,258,240
Exhibit Index located at page 10
Page 1 of 13
2
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
At September 30, 1997 and December 31, 1996
ASSETS
September 30, 1997 December 31, 1996
------------------ -----------------
CURRENT ASSETS
Cash and cash equivalents $ 16,399,294 $ 16,730,356
Short term investments 11,189,252 31,803,621
Accounts receivable, net 23,738,128 17,015,174
Inventories 8,495,321 6,180,422
Prepaid expenses and other 1,193,953 966,287
------------ ------------
Total current assets 61,015,948 72,695,860
PLANT AND EQUIPMENT - NET 39,124,472 31,574,547
OTHER ASSETS
Long-term investments 73,412,133 33,945,446
Patents and other assets, net 2,222,076 2,162,567
------------ ------------
Total other assets 75,634,209 36,108,013
------------ ------------
Total assets $175,774,629 $140,378,420
============ ============
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES
Accounts payable $ 8,593,273 $ 5,794,832
Accrued liabilities 5,195,306 5,566,085
------------ ------------
Total current liabilities 13,788,579 11,360,917
DEFERRED INCOME TAXES 2,203,096 1,213,862
SHAREHOLDERS' INVESTMENT
Common stock 2,115,494 2,084,957
Additional paid-in capital 51,608,727 44,963,895
Other shareholders' equity 106,058,733 80,754,789
------------ ------------
Total shareholders' investment 159,782,954 127,803,641
------------ ------------
Total liabilities and
shareholders' investment $175,774,629 $140,378,420
============ ============
See accompanying notes to condensed consolidated financial statements.
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GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Nine Months Ended
September 30 September 30
--------------------------- ---------------------------
1997 1996 1997 1996
----------- ----------- ------------ ------------
NET SALES $46,968,427 $36,797,757 $133,743,883 $111,378,551
COST OF GOODS SOLD 30,264,933 23,748,882 86,503,617 70,307,979
--------------------------- ---------------------------
Gross profit 16,703,494 13,048,875 47,240,266 41,070,572
OPERATING EXPENSES:
Research and development 2,406,153 1,941,823 6,890,365 5,576,755
Selling, general
& administrative 2,587,579 2,655,266 8,057,107 9,025,277
Patent Settlement 0 0 0 4,000,000
--------------------------- ---------------------------
Total operating expenses 4,993,732 4,597,089 14,947,472 18,602,032
--------------------------- ---------------------------
Income from operations 11,709,762 8,451,786 32,292,794 22,468,540
OTHER INCOME (EXPENSE)
Interest, net 1,045,992 855,951 3,018,292 2,439,932
Other 85,394 73,432 322,187 90,631
--------------------------- ---------------------------
Total other income 1,131,386 929,383 3,340,479 2,530,563
--------------------------- ---------------------------
Income before provision
for federal income taxes 12,841,148 9,381,169 35,633,273 24,999,103
PROVISION FOR FEDERAL INCOME TAXES 4,174,000 3,048,000 11,581,000 8,096,000
--------------------------- ---------------------------
NET INCOME $ 8,667,148 $ 6,333,169 $ 24,052,273 $ 16,903,103
=========================== ===========================
EARNINGS PER SHARE $0.24 $0.18 $0.67 $0.48
WEIGHTED DAILY AVERAGE OF
COMMON STOCK OUTSTANDING 36,083,936 35,772,083 35,887,713 35,425,510
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, 1997 AND 1996
1997 1996
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $24,052,273 $16,903,103
Adjustments to reconcile net income to net
cash provided by operating activities-
Depreciation and amortization 4,334,341 3,071,615
Loss (Gain) on disposal of equipment 12,011 (81)
Deferred income taxes (76,590) 1,338,610
Amortization of deferred compensation 428,904 387,786
Change in assets and liabilities:
Accounts receivable, net (6,722,954) (3,910,047)
Inventories (2,314,899) (713,898)
Prepaid expenses and other (8,299) 28,942
Accounts payable 2,798,441 2,331,119
Accrued liabilities (370,779) (3,372,560)
----------- -----------
Net cash provided by
operating activities 22,132,449 16,064,589
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in short-term investments 20,614,369 4,419,367
Plant and equipment additions (11,752,682) (13,103,753)
Proceeds from sale of plant and equipment 1,500 627
Increase in long-term investments (37,048,239) (6,967,622)
Increase in other assets (215,703) (206,870)
----------- -----------
Net cash used for
investing activities (28,400,755) (15,858,251)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock and tax benefit of
stock plan transactions 5,937,244 7,524,282
----------- -----------
Net cash provided by
financing activities 5,937,244 7,524,282
----------- -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (331,062) 7,730,620
CASH AND CASH EQUIVALENTS,
beginning of period 16,730,356 14,115,041
----------- -----------
CASH AND CASH EQUIVALENTS,
end of period $16,399,294 $21,845,661
=========== ===========
See accompanying notes to condensed consolidated financial statements
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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 1996 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, 1997, and
December 31, 1996, 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, 1997 December 31, 1996
------------------ -----------------
Raw materials $5,520,455 $3,860,534
Work-in-process 433,767 348,336
Finished goods 2,541,099 1,971,552
---------- ----------
$8,495,321 $6,180,422
========== ==========
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GENTEX CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS:
THIRD QUARTER 1997 VERSUS THIRD QUARTER 1996
Net Sales. Net sales for the third quarter of 1997 increased by
approximately $10,171,000, or 28%, when compared with the third quarter
last year. Net sales of the Company's automotive mirrors increased by
33% as automatic mirror unit shipments increased by 32% from
approximately 740,000 in the third quarter of 1996 to 975,000 in the
current quarter. This increase reflected increased penetration on
domestic and foreign 1998 model year vehicles for interior and exterior
electrochromic Night Vision Safety(TM) (NVS(R)) Mirrors. Mirror unit
shipments to automotive customers outside North America increased by
35% compared with the third quarter in 1996, primarily due to increased
shipments of exterior aspheric mirrors for Mercedes-Benz and new
interior mirror programs. Shipments to customers in North America
increased by 30%, primarily due to new light truck/SUV interior and
exterior mirror programs. Net sales of the Company's fire protection
products decreased 4%, primarily due to a later-than-expected
introduction of a new horn/strobe signal product.
Cost of Goods Sold. As a percentage of net sales, cost of goods sold
decreased from 65% in the third quarter of 1996 to 64% for the
comparable period in 1997. This decreased percentage primarily
reflected fixed overhead costs spread over higher sales volume, despite
automotive customer price reductions and lower glass yields on new
products.
Operating Expenses. Research and development expenses increased
approximately $464,000, but remained at approximately 5% of net sales,
when compared with the same quarter last year, primarily reflecting
additional staffing for new product development, including aspheric
exterior mirrors, thin glass exterior mirrors, and mirrors with other
electronic features. Selling, general and administrative expenses
decreased approximately $68,000, and decreased from 7% to 6% of net
sales, when compared with the third quarter of 1996. This decreased
expense primarily reflected a decline in sales commission expense in
Europe and decreased advertising expense.
Other Income - Net. Investment income increased by approximately
$190,000 when compared with the third quarter of 1996, primarily due to
higher investable fund balances.
NINE MONTHS ENDED SEPTEMBER 30, 1997 VERSUS NINE MONTHS ENDED SEPTEMBER
30, 1996
Net Sales. Net sales for the nine months ended September 30, 1997,
increased by approximately $22,365,000, or 20%, when compared with the
same period last year. Automatic mirror unit shipments increased from
approximately 2,271,000 in the first nine months of 1996 to 2,735,000
in the first nine months of 1997. This increase reflected increased
penetration on domestic and foreign 1997 and 1998 model year vehicles
for interior and exterior electrochromic Night Vision Safety(TM)
(NVS(R)) Mirrors. Mirror unit shipments to automotive customers
outside North America increased by 54% compared with the first nine
months of 1996, primarily due to increased shipments of exterior
aspheric mirrors for Mercedes-Benz and new interior mirror programs.
Shipments to customers in North America increased by 8%, primarily due
to increased shipments of exterior mirrors. Net sales of the Company's
fire protection products increased 4%, primarily due to increased sales
of the Company's audible signals, strobes and AC/DC smoke detectors.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONT.)
NINE MONTHS ENDED SEPTEMBER 30, 1997 VERSUS NINE MONTHS ENDED SEPTEMBER
30, 1996 (CONT.)
Cost of Goods Sold. As a percentage of net sales, cost of goods sold
increased from 63% in the first nine months of 1996 to 65% for the
comparable period in 1997. This increased percentage primarily
reflected automotive customer price reductions not fully offset by
productivity improvements, relatively low yields on the Company's new
aspheric and convex exterior mirrors, production support start-up
expenses for the new 1998 model year mirror programs, and temporary
under-utilization of the Company's State Street automotive products
manufacturing facility.
Operating Expenses. For the nine months ended September 30, 1997,
research and development expenses increased approximately $1,314,000,
but remained at 5% of net sales, when compared with the same period
last year, primarily reflecting additional staffing for new product
development, including aspheric exterior mirrors, thin glass exterior
mirrors, and mirrors with other electronic features. Selling, general
and administrative expenses decreased approximately $968,000, and
decreased from 8% to 6% of net sales, when compared with the first nine
months of 1996. This decreased expense primarily reflected a reduction
in patent litigation accruals of $1,440,000, as a result of the patent
litigation settlement in 1996, partially offset by increased Michigan
Single Business tax expense due to increased profitability. During the
first quarter in 1996, the Company recorded a one-time charge of
$4,000,000 in connection with the settlement of its patent litigation
with Donnelly Corporation.
Other Income - Net. Investment income for the nine months ended
September 30, 1997, increased by approximately $578,000 as compared to
the first nine months of 1996, primarily due to higher investable fund
balances.
FINANCIAL CONDITION:
Management considers the Company's working capital and long-term
investments totaling approximately $120,640,000 at September 30, 1997,
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
contracts, 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 raw
material cost increases. The Company is making volume shipments of its
new aspheric and convex exterior mirrors; therefore, margins will be
adversely affected to the extent that the Company is unable to improve
glass yields to target levels.
Due to the Company's relatively small number of large automotive
customers, the Company's quarterly operating results are affected by
the levels and timing of customer releases, which can significantly
vary due to automotive industry sales and production levels, strikes at
customer plants and plant vacation shutdowns. The Company currently
supplies NVS(R) Mirrors to BMW, Chrysler Corporation, Ford Motor
Company and General Motors Corporation under long-term contracts. The
General Motors contract is in effect through the 1998 model year, and
the contracts with BMW are in effect for the four-year period ending
March 31, 1999. The term of the Ford contract is through December
1999, and the Chrysler contract runs through the 1999 Model Year.
During February 1997, the Financial Accounting Standards Board issued
statement of Financial Accounting Standard (FAS) No. 128 "Earnings Per
Share." This standard is effective for periods ending after December
15, 1997. The Company will adopt FAS No. 128 in its fourth quarter for
the year ending December 31, 1997. The Company does not expect the
impact of FAS No. 128 to materially affect the financial statements.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index on Page 11.
(b) No reports on Form 8-K were filed during the three months
ended September 30, 1997.
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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 10/31/97 /s/ Fred T. Bauer
---------------- ------------------------------------------
Fred T. Bauer
Chairman and Chief
Executive Officer
Date 10/31/97 /s/ Enoch C. Jen
---------------- ------------------------------------------
Enoch C. Jen
Vice President-Finance,
Principal Financial and
Accounting Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
3(a) 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, and an additional Amendment to those Articles
was filed as Exhibit 3(a)(2) to Registrant's Report on Form
10-K dated March 10, 1992, all of which are hereby incorporated
herein by reference. 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 the
same is incorporated herein by reference.
3(b) 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(c) First Amendment to Registrant's Bylaws, effective August 25,
1997 12
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.
*10(b)(1) Gentex Corporation Qualified Stock Option Plan (as amended
and restated, effective March 7, 1997), was filed as
Exhibit 10(b)(1) to Registrant's Report on Form 10-K dated
March 7, 1997, and the same is hereby incorporated herein
by reference.
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EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
*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.
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EXHIBIT 3C
FIRST AMENDMENT TO BYLAWS OF
GENTEX CORPORATION
AS AMENDED AND RESTATED AUGUST 18, 1995
Connie Hamblin, the undersigned Secretary of Gentex Corporation, does
hereby certify that the Bylaws of Gentex Corporation were amended by the Board
of Directors at a meeting duly called and convened on August 25, 1997, by
addition of Section 11 to Article III as set forth below:
Section 11. Notice of Shareholder Proposals.
(a) Except for the election of directors, which is governed by
Article VI of the Corporation's Articles of Incorporation, only
such business shall be conducted at any meeting of shareholders, and
only such proposals shall be acted upon at such meetings, as shall have
been brought before the meeting: (i) by, or at the direction of, the
Board of Directors; or (ii) by any shareholder of the Corporation who
complies with the notice procedures set forth in this Section of these
Bylaws. For a proposal to be properly brought before the meeting by a
shareholder, the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to, or mailed and received at,
the principal executive offices of the Corporation not less than sixty
(60) days nor more than ninety (90) days prior to the scheduled meeting
date, regardless of any postponements, deferrals, or adjournments of
that meeting to any later date; provided, however, that if less than
seventy (70) days' notice, or prior public disclosure of the date of a
scheduled meeting is given or made, notice by the shareholder to be
timely must be delivered or received not later than the close of
business on the tenth (10) day following the earlier of the day on
which such notice of the date of the scheduled meeting was mailed or
the day on which such public disclosure was made. A shareholder's
notice to the Secretary shall set forth, as to each matter the
shareholder proposes to bring before the meeting: (i) a brief
description of a proposal desired to be brought before the meeting and
the reasons for conducting such business at the meeting; (ii) the name
and address, as they appear, on the Corporation's stock record of the
shareholder proposing such business and any other shareholders known by
such shareholder to be supporting such proposal; (iii) the class and
number of shares of the Corporation's stock which are beneficially owned
by the shareholder on the date of such shareholder notice and by any
other shareholders known by such shareholder to be supporting such
proposal on the date of such shareholder notice; and (iv) any financial
interest of the shareholder in such proposal.
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(b) If the presiding officer at the meeting of shareholders
determines that a shareholder proposal was not made in accordance with
the terms of this Section, the presiding officer shall declare the
matter to be out of order and the matter shall not be acted upon at the
meeting.
(c) Nothing contained in this Section shall prevent the
consideration and approval or disapproval at any meeting of
shareholders of reports of officers, directors, and committees of the
Board of Directors, but, in connection with such reports, no business
shall be acted upon at such meeting unless stated, filed, and received
as provided herein.
IN WITNESS WHEREOF, the undersigned has executed this Certificate on
this 24 day of October, 1997.
GENTEX CORPORATION
By Connie Hamblin
-------------------------
Connie Hamblin, Secretary
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9-MOS
DEC-31-1997
SEP-30-1997
16,399,294
11,189,252
23,738,128
0
8,495,321
61,015,948
58,889,519
(19,765,047)
175,774,629
13,788,579
0
0
0
2,115,494
157,667,460
175,774,629
133,743,883
133,743,883
86,503,617
86,503,617
(3,340,479)
0
0
35,633,273
11,581,000
24,052,273
0
0
0
24,052,273
0.67
0.67
