XBRL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2019 or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 0-10235
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(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)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 : þ No: o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes : þ No: o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | ||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes: ☐ No: þ
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes: o No: o
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class | Shares Outstanding, October 18, 2019 | |||||||
Common Stock, $.06 Par Value | ||||||||
1
GENTEX CORPORATION AND SUBSIDIARIES
For the Three and Nine Months Ended September 30, 2019
FORM 10-Q
Index
Part I - Financial Information | Page | |||||||
Item 1. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
Part II - Other Information | ||||||||
Item 1A. | ||||||||
Item 2. | ||||||||
Item 6. | ||||||||
2
PART I —FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements.
GENTEX CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
As of September 30, 2019 and December 31, 2018
| September 30, 2019 (Unaudited) | December 31, 2018 (Note) | ||||||||||
ASSETS | |||||||||||
| CURRENT ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| PLANT AND EQUIPMENT—NET | |||||||||||
| OTHER ASSETS | |||||||||||
| Goodwill | |||||||||||
| Long-term investments | |||||||||||
| Intangible assets, net | |||||||||||
| Patents and other assets, net | |||||||||||
| Total other assets | |||||||||||
| Total assets | $ | $ | |||||||||
LIABILITIES AND SHAREHOLDERS’ INVESTMENT | |||||||||||
| CURRENT LIABILITIES | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| OTHER NON-CURRENT LIABILITIES | |||||||||||
| DEFERRED INCOME TAXES | |||||||||||
| Total liabilities | |||||||||||
| SHAREHOLDERS’ INVESTMENT | |||||||||||
| Common stock | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
| Total shareholders’ investment | |||||||||||
| Total liabilities and shareholders’ investment | $ | $ | |||||||||
Note: The condensed consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
3
GENTEX CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Three and Nine Months Ended September 30, 2019 and 2018
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | ||||||||||||||||||||
NET SALES | $ | $ | $ | $ | |||||||||||||||||||
COST OF GOODS SOLD | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
OPERATING EXPENSES: | |||||||||||||||||||||||
| Engineering, research and development | |||||||||||||||||||||||
| Selling, general & administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| OTHER INCOME (LOSS) | |||||||||||||||||||||||
| Investment income | |||||||||||||||||||||||
| Other income (loss), net | ( | ||||||||||||||||||||||
| Total other income | |||||||||||||||||||||||
| INCOME BEFORE PROVISION FOR INCOME TAXES | |||||||||||||||||||||||
| PROVISION FOR INCOME TAXES | |||||||||||||||||||||||
| NET INCOME | $ | $ | $ | $ | |||||||||||||||||||
EARNINGS PER SHARE: (1) | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Cash Dividends Declared per Share | $ | $ | $ | $ | |||||||||||||||||||
4
GENTEX CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Nine Months Ended September 30, 2019 and 2018
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | ||||||||||||||||||||
Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive (loss) income before tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ( | ( | |||||||||||||||||||
| Unrealized gains on derivatives | |||||||||||||||||||||||
| Unrealized gains (losses) on debt securities, net | ( | ( | |||||||||||||||||||||
| Other comprehensive (loss) income, before tax | ( | ( | ( | ||||||||||||||||||||
| Income tax impact related to components of other comprehensive income | ( | ( | |||||||||||||||||||||
| Other comprehensive (loss) income, net of tax | ( | ( | ( | ||||||||||||||||||||
Comprehensive Income | $ | $ | $ | $ | |||||||||||||||||||
5
GENTEX CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT
For the Three Months Ended September 30, 2019 and 2018
| Common Stock Shares | Common Stock Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholders’ Investment | ||||||||||||||||||||||||||||||
| BALANCE AS OF JULY 1, 2019 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Issuance of common stock from stock plan transactions | — | — | |||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense related to stock options, employee stock purchases and restricted stock | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2019 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| BALANCE AS OF JULY 1, 2018 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Issuance of common stock from stock plan transactions | — | — | |||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense related to stock options, employee stock purchases and restricted stock | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2018 | ( | ||||||||||||||||||||||||||||||||||
6
GENTEX CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT
For the Nine Months Ended September 30, 2018 and 2019
| Common Stock Shares | Common Stock Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholders’ Investment | ||||||||||||||||||||||||||||||
| BALANCE AS OF JANUARY 1, 2019 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Issuance of common stock from stock plan transactions | — | — | |||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense related to stock options, employee stock purchases and restricted stock | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2019 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| BALANCE AS OF JANUARY 1, 2018 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Issuance of common stock from stock plan transactions | — | — | |||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense related to stock options, employee stock purchases and restricted stock | — | — | — | — | |||||||||||||||||||||||||||||||
| Impact of ASU 2016-01 Adoption | — | — | — | ( | |||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2018 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
7
GENTEX CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2019 and 2018
| 2019 | 2018 | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| (Gain) on disposal of assets | ( | ( | |||||||||
| Loss on disposal of assets | |||||||||||
| (Gain) on sale of investments | ( | ( | |||||||||
| Loss on sale of investments | |||||||||||
| Change in deferred income taxes | ( | ||||||||||
| Stock-based compensation expense related to employee stock options, employee stock purchases and restricted stock | |||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Accrued liabilities, excluding dividends declared and short-term debt | |||||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS (USED FOR) INVESTING ACTIVITIES: | |||||||||||
| Activity in available-for-sale securities: | |||||||||||
| Sales proceeds | |||||||||||
| Maturities and calls | |||||||||||
| Purchases | ( | ( | |||||||||
| Plant and equipment additions | ( | ( | |||||||||
| Proceeds from sale of plant and equipment | |||||||||||
| Decrease in other assets | ( | ( | |||||||||
| Net cash (used for) investing activities | ( | ( | |||||||||
| CASH FLOWS (USED FOR) FINANCING ACTIVITIES: | |||||||||||
| Repayment of debt | ( | ||||||||||
| Issuance of common stock from stock plan transactions | |||||||||||
| Cash dividends paid | ( | ( | |||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Net cash (used for) financing activities | ( | ( | |||||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ( | ||||||||||
| CASH AND CASH EQUIVALENTS, beginning of period | |||||||||||
| CASH AND CASH EQUIVALENTS, end of period | $ | $ | |||||||||
8
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Basis of Presentation
(2) Adoption of New Accounting Pronouncements
New Accounting Pronouncements Adopted in Fiscal Year 2019
Effective January 1, 2019, the Company adopted Accounting Standards Update ("ASU") 2016-02, Leases, which provides guidance for lease accounting. The new guidance contained in the ASU stipulates that lessees will need to recognize a right-of-use ("ROU") asset and a lease liability for substantially all leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. Treatment in the consolidated statements of income will be similar to the historical treatment of operating and capital leases. The adoption of this standard did not have a material impact on the Company's consolidated balance sheet or consolidated income statement. Disclosures are now required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.
New Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The standard requires a change in the measurement approach for credit losses on financial assets measured on an amortized cost basis from an incurred loss method to an expected loss method, thereby eliminating the requirement that a credit loss be considered probable to impact the valuation of a financial asset measured on an amortized cost basis. The standard requires the measurement of expected credit losses to be based on relevant information about past events, including historical experience, current conditions, and a reasonable and supportable forecast that affects the collectability of the related financial asset. The Company will be required to adopt ASU 2016-13 as of January 1, 2020. Early adoption is permitted. The Company does not anticipate a material impact on the Company’s consolidated financial statements.
(3) Goodwill and Other Intangible Assets
Goodwill represents the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. The Company recorded Goodwill of $307.4 million as part of the HomeLink® acquisition. The carrying value of Goodwill as of both September 30, 2019 and December 31, 2018 was $307.4
In addition to annual impairment testing, which is performed as of the first day of the fourth quarter, the Company continuously monitors for events and circumstances that could negatively impact the key assumptions in determining fair value thus resulting in the need for interim impairment testing, including long-term revenue growth projections, profitability, discount rates, recent market valuations from transactions by comparable companies, volatility in the Company's market capitalization, and general
9
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
industry, market and macroeconomic conditions. No such events or circumstances in the most recently completed quarter indicated the need for interim impairment testing.
The patents and intangible assets and related change in carrying values are set forth in the tables below:
As of September 30, 2019:
| Other Intangible Assets | Gross | Accumulated Amortization | Net | Assumed Useful Life | ||||||||||
| Gentex Patents | $ | $ | ( | $ | Various | |||||||||
| Other Intangible Assets | ||||||||||||||
HomeLink® Trade Names and Trademarks | $ | $ | — | $ | Indefinite | |||||||||
HomeLink® Technology | ( | |||||||||||||
| Existing Customer Platforms | ( | |||||||||||||
| Exclusive Licensing Agreement | — | Indefinite | ||||||||||||
| Total Other Intangible Assets | $ | $ | ( | $ | ||||||||||
| Total Patents & Other Intangible Assets | $ | $ | ( | $ | ||||||||||
As of December 31, 2018:
Other Intangible Assets | Gross | Accumulated Amortization | Net | Assumed Useful Life | ||||||||||
Gentex Patents | $ | $ | ( | $ | Various | |||||||||
| Other Intangible Assets | ||||||||||||||
HomeLink® Trade Names and Trademarks | $ | $ | — | $ | Indefinite | |||||||||
HomeLink® Technology | ( | |||||||||||||
| Existing Customer Platforms | ( | |||||||||||||
Exclusive Licensing Agreement | — | Indefinite | ||||||||||||
| Total Other Intangible Assets | $ | $ | ( | $ | ||||||||||
| Total Patents & Other Intangible Assets | $ | $ | ( | $ | ||||||||||
Amortization expense on patents and intangible assets was approximately $5.6 million and $16.8 million during the three and nine months ended September 30, 2019, respectively, compared to approximately $5.6 million and $16.9 million for the same periods ended September 30, 2018, respectively.
Excluding the impact of any future acquisitions, the Company continues to estimate amortization expense for each of the years ended December 31, 2019, 2020, and 2021 to be approximately $22 21 million for 2022, and approximately $19 million for the year ended December 31, 2023.
(4) Investments
10
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
assets and liabilities. This framework is intended to provide increased consistency in how fair value determinations are made under various existing accounting standards that permit, or in some cases, require estimates of fair-market value. This standard also expanded financial statement disclosure requirements about a company’s use of fair-value measurements, including the effect of such measurement on earnings. The cost of securities sold is based on the specific identification method.
The Company determines the fair value of its government securities, municipal bonds, and corporate bonds by utilizing monthly valuation statements that are provided by its broker. The broker determines the investment valuation by utilizing the bid price in the market and also refers to third party sources to validate valuations, and as such are classified as Level 2 assets.
The Company's certificates of deposit have remaining maturities of less than one year and are considered as Level 1 assets. These investments are carried at cost, which approximates fair value.
The Company will also periodically make technology investments in certain non-consolidated third-parties. These equity investments are accounted for in accordance with ASC 321, Investments - Equity Securities. Equity investments that do not have readily determinable fair values, and where the Company has not identified any observable events that would cause adjustment of the valuation to date, such equity investments are held at cost. These technology investments totaled $8.6 million and $3.85 million as of September 30, 2019 and December 31, 2018, respectively. These investments are classified within Long-Term Investments in the consolidated balance sheet.
Assets or liabilities that have recurring fair value measurements are shown below as of September 30, 2019 and December 31, 2018:
As of September 30, 2019:
| Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||||
| Total as of | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||||||||
Description | September 30, 2019 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||
Cash & Cash Equivalents | $ | $ | $ | $ | |||||||||||||||||||
Short-Term Investments: | |||||||||||||||||||||||
| Certificate of Deposit | |||||||||||||||||||||||
| Government Securities | |||||||||||||||||||||||
| Corporate Bonds | |||||||||||||||||||||||
| Municipal Bonds | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Long-Term Investments: | |||||||||||||||||||||||
| Corporate Bonds | |||||||||||||||||||||||
| Municipal Bonds | |||||||||||||||||||||||
| Government Securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
11
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As of December 31, 2018:
| Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||||
| Total as of | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||||||||
Description | December 31, 2018 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||
Cash & Cash Equivalents | $ | $ | $ | $ | |||||||||||||||||||
Short-Term Investments: | |||||||||||||||||||||||
| Certificate of Deposit | |||||||||||||||||||||||
| Government Securities | |||||||||||||||||||||||
| Corporate Bonds | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Long-Term Investments: | |||||||||||||||||||||||
| Corporate Bonds | |||||||||||||||||||||||
| Municipal Bonds | |||||||||||||||||||||||
| Government Securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The amortized cost, unrealized gains and losses, and market value of investment securities are shown as of September 30, 2019 and December 31, 2018:
As of September 30, 2019:
Unrealized | |||||||||||||||||||||||
Cost | Gains | Losses | Market Value | ||||||||||||||||||||
Short-Term Investments: | |||||||||||||||||||||||
| Certificate of Deposit | $ | $ | $ | $ | |||||||||||||||||||
| Government Securities | ( | ||||||||||||||||||||||
| Municipal Bonds | ( | ||||||||||||||||||||||
| Corporate Bonds | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Long-Term Investments: | |||||||||||||||||||||||
| Corporate Bonds | ( | ||||||||||||||||||||||
| Municipal Bonds | |||||||||||||||||||||||
| Government Securities | |||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||
12
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As of December 31, 2018:
| Unrealized | |||||||||||||||||||||||
| Cost | Gains | Losses | Market Value | ||||||||||||||||||||
Short-Term Investments: | |||||||||||||||||||||||
| Certificate of Deposit | $ | $ | $ | $ | |||||||||||||||||||
| Government Securities | ( | ||||||||||||||||||||||
| Corporate Bonds | ( | ||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Long-Term Investments: | |||||||||||||||||||||||
| Corporate Bonds | ( | ||||||||||||||||||||||
| Municipal Bonds | |||||||||||||||||||||||
| Government Securities | ( | ||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||
Unrealized losses on investments as of September 30, 2019, are as follows:
| Aggregate Unrealized Losses | Aggregate Fair Value | ||||||||||
Less than one year | $ | $ | |||||||||
Greater than one year | |||||||||||
Total | $ | $ | |||||||||
Unrealized losses on investments as of December 31, 2018, are as follows:
Aggregate Unrealized Losses | Aggregate Fair Value | ||||||||||
Less than one year | $ | $ | |||||||||
Greater than one year | |||||||||||
Total | $ | $ | |||||||||
ASC 320, Accounting for Certain Investments in Debt and Equity Securities, as amended, provides guidance on determining when an investment is other than temporarily impaired. No
Fixed income securities as of September 30, 2019 have contractual maturities as follows:
Due within one year | $ | ||||
Due between one and five years | |||||
Due over five years | |||||
| $ | |||||
13
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(5) Inventories
Inventories consisted of the following at the respective balance sheet dates:
| September 30, 2019 | December 31, 2018 | ||||||||||
Raw materials | $ | $ | |||||||||
Work-in-process | |||||||||||
Finished goods | |||||||||||
Total Inventory | $ | $ | |||||||||
(6) Earnings Per Share
The Company has unvested share-based payment awards with a right to receive non-forfeitable dividends, which are considered participating securities under ASC 260, Earnings Per Share. The Company allocates earnings to participating securities and computes earnings per share using the two-class method. Under the two-class method, net income per share is computed by dividing net income allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, net income is allocated to both common shares and participating securities based on their respective weighted average shares outstanding for the period.
The following table sets forth the computation of basic and diluted net income per common share under the two-class method for the three and nine months ended September 30, 2019:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
| 2019 | 2019 | ||||||||||
| Basic Earnings Per Share | |||||||||||
| Net Income | $ | $ | |||||||||
| Less: Allocated to participating securities | |||||||||||
| Net Income available to common shareholders | $ | $ | |||||||||
| Basic weighted average shares outstanding | |||||||||||
| Net Income per share - Basic | $ | $ | |||||||||
| Diluted Earnings Per Share | |||||||||||
| Allocation of Net Income used in basic computation | $ | $ | |||||||||
| Reallocation of undistributed earnings | |||||||||||
| Net Income available to common shareholders - Diluted | $ | $ | |||||||||
| Number of shares used in basic computation | |||||||||||
| Additional weighted average dilutive common stock equivalents | |||||||||||
| Diluted weighted average shares outstanding | |||||||||||
| Net income per share - Diluted | $ | $ | |||||||||
| Shares related to stock plans not included in diluted average common shares outstanding because their effect would be anti-dilutive | |||||||||||
14
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(7) Stock-Based Compensation Plans
As of September 30, 2019, the Company had two equity incentive plans, which include the Gentex Corporation 2019 Omnibus Incentive Plan ("2019 Omnibus Plan"), and an employee stock purchase plan. Those plans and any prior material amendments thereto have previously been approved by shareholders.
In February 2019, the Company's Compensation Committee and Board of Directors approved the 2019 Omnibus Plan, which was then approved by shareholders in May 2019. The 2019 Omnibus Plan provides for the potential awards to: i) employees; and ii) non-employee directors of the Company or its subsidiaries, which potential awards may be stock options, both incentive stock options and non-qualified stock options, appreciation rights, restricted stock, restricted stock units, performance share awards and performance units, and other awards that are stock-based, cash-based or a combination of both. Upon shareholder approval, the 2019 Omnibus Plan replaced the Company's Employee Stock Option Plan, Second Restricted Stock Plan, and Amended and Restated Non-Employee Director Stock Option Plan (the "Prior Plans"), which were also approved by shareholders. Any existing awards previously granted under the Prior Plans, including those made to non-officers in the first quarter of 2019, remain outstanding in accordance with their terms and are governed by the Prior Plans as applicable.
Readers should refer to Note 5 of the consolidated financial statements in the Company's Annual Report on Form 10-K for the calendar year ended December 31, 2018, for additional information related to the Prior Plans.
The Company recognized compensation expense for share-based payments of $5,712,132 and $15,927,434 for the three and nine months ended September 30, 2019, respectively, and $4,829,463 and $13,196,413 for the three and nine months ended September 30, 2018, respectively.
Compensation cost for share based payment awards capitalized as part of inventory as of September 30, 2019 and December 31, 2018 was $320,009 and $242,673 , respectively.
2019 Omnibus Incentive Plan
The Omnibus Incentive Plan was approved by shareholders during the second quarter of 2019 (thereby replacing the Prior Plans) and covers 45,000,000 shares of common stock. The purpose of the 2019 Omnibus Incentive Plan is to attract and retain employees, officers, and directors of the Company and its subsidiaries and to motivate and provide such persons incentives and rewards for performance.
Employee Stock Options
The 2019 Omnibus Plan replaced the Company's shareholder approved Employee Stock Option Plan.
Under the 2019 Omnibus Plan and the Employee Stock Option Plan, the option exercise price equals the stock’s market price on the date of grant. The options vest after one to five years , and expire after five to ten years years. As of September 30, 2019, there was $7,235,605 of unearned compensation cost related to share-based payments, which is expected to be recognized over the remaining vesting periods.
15
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for the indicated periods:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | ||||||||||||||||||||
Dividend Yield (1) | % | % | % | % | |||||||||||||||||||
Expected volatility (2) | % | % | % | % | |||||||||||||||||||
Risk-free interest rate (3) | % | % | % | % | |||||||||||||||||||
Expected term of options (years) (4) | |||||||||||||||||||||||
Weighted-avg. grant date fair value | $ | $ | $ | $ | |||||||||||||||||||
1.Represents the Company’s estimated cash dividend yield over the expected term of option grant.
2.Amount is determined based on analysis of historical price volatility of the Company’s common stock. The expected volatility is based on the daily percentage change in the price of the stock over a period equal to the expected term of the option grant.
3.Represents the U.S. Treasury yield over the expected term of the option grant.
4.Represents the period of time that options granted are expected to be outstanding. Based on analysis of historical option exercise activity, the Company has determined that all employee groups exhibit similar exercise and post-vesting termination behavior.
Restricted Shares
The 2019 Omnibus Plan replaced the Company's shareholder approved Second Restricted Stock Plan.
Restricted shares awarded under the 2019 Omnibus Plan and the Second Restricted Stock Plan entitle the shareholder to all rights of common stock ownership except that the shares may not be sold, transferred, pledged, exchanged or otherwise disposed of during the restriction period. The restriction period is determined by the Compensation Committee, appointed by the Board of Directors, but may not exceed ten years under the terms of such plans. As of September 30, 2019, the Company had unearned stock-based compensation of $45,627,650 associated with the restricted stock grants issued under the 2019 Omnibus Plan and the prior plan. The unearned stock-based compensation related to these grants is being amortized to compensation expense over the applicable restriction periods. Amortization expense from restricted stock grants in the three and nine months ended September 30, 2019 was $3,843,962 and $9,890,137 , respectively, and for the three and nine months ended September 30, 2018 was $2,480,911 and $6,314,544 , respectively.
Performance Shares
Performance shares awarded under the 2019 Omnibus Plan are considered performance condition awards as attainment is based on the Company's performance relative to pre-established metrics. The fair value of such performance share awards was determined using the Company's closing stock price on the date of grant. The expected attainment of the metrics for these awards is then analyzed each reporting period, and the related expense is adjusted based on expected attainment, if the then expected attainment differs from previous expectations. The cumulative effect on current and prior periods of a change in expected attainment is recognized in the period of change.
As of September 30, 2019, the Company had unearned stock-based compensation of $2,480,321 associated with these performance share grants. The unearned stock-based compensation related to these grants is being amortized to compensation expense over the applicable performance periods. Amortization expense from performance share grants in the three and nine months ended September 30, 2019 was $263,392 and $633,576 , respectively. No
16
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Employee Stock Purchase Plan
The Company has an employee stock purchase plan covering 2,000,000 shares of common stock. Under the plan, the Company sells shares at 85 % of the stock’s market price at date of purchase. Under ASC 718, Compensation - Stock Compensation, the 15 % discounted value is recognized as compensation expense. As of September 30, 2019, the Company has issued 1,105,438 shares under this plan.
(8) Comprehensive Income
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 unrealized gains and losses on certain debt investments, foreign currency translation adjustments, and derivatives.
The following table presents the net changes in the Company's accumulated other comprehensive income (loss) by component (all amounts shown are net of tax):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | ||||||||||||||
Foreign currency translation adjustments: | |||||||||||||||||
| Balance at beginning of period | $ | ( | $ | ( | $ | ( | $ | ||||||||||
Other Comprehensive loss before reclassifications | ( | ( | ( | ( | |||||||||||||
| Net current-period change | ( | ( | ( | ( | |||||||||||||
Balance at end of period | ( | ( | ( | ( | |||||||||||||
| Unrealized gains (losses) on available-for-sale debt securities: | |||||||||||||||||
Balance at beginning of period | ( | ( | |||||||||||||||
Other Comprehensive income (loss) before reclassifications | ( | ||||||||||||||||
Amounts reclassified from accumulated other comprehensive income | ( | ( | ( | ( | |||||||||||||
Net current-period change | ( | ( | |||||||||||||||
Balance at end of period | ( | ( | |||||||||||||||
| Unrealized gains on derivatives: | |||||||||||||||||
| Balance at beginning of period | ( | ( | |||||||||||||||
| Other comprehensive income before reclassifications | |||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | |||||||||||||||
| Net current-period change | |||||||||||||||||
| Balance at end of period | |||||||||||||||||
Accumulated other comprehensive loss, end of period | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
17
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table presents details of reclassifications out of accumulated other comprehensive income for the three and nine months ended September 30, 2019 and 2018.
| Details about Accumulated Other Comprehensive Income Components | Amounts Reclassified from Other Comprehensive Income | Affected Line item in the Statement of Consolidated Income | ||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September June 30, | |||||||||||||||||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||||||||||||||||||
| Unrealized gains on available-for-sale debt securities | ||||||||||||||||||||||||||||||||
| Realized gain on sale of securities | $ | $ | $ | $ | Other income (loss), net | |||||||||||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ( | Provision for income taxes | |||||||||||||||||||||||||||
| $ | $ | $ | $ | Net of tax | ||||||||||||||||||||||||||||
| Unrealized gains on derivatives | ||||||||||||||||||||||||||||||||
| Realized gain on interest rate swap | $ | $ | $ | $ | Other income (loss), net | |||||||||||||||||||||||||||
| Provision for income taxes | ( | ( | Provision for income taxes | |||||||||||||||||||||||||||||
| $ | $ | $ | $ | Net of tax | ||||||||||||||||||||||||||||
| Total net reclassifications for the period | $ | $ | $ | $ | Net of tax | |||||||||||||||||||||||||||
(9) Debt and Financing Arrangements
On October 15, 2018, the Company entered into a new Credit Agreement (“Credit Agreement”) with PNC as the administrative agent and sole lender.
Pursuant to this new Credit Agreement, the Company has access to a $150 million senior revolving credit facility (“Revolver”). Under the terms of the Credit Agreement, the Company is entitled to further request an additional aggregate principal amount of up to $100 million, subject to the satisfaction of certain conditions. In addition, the Company is entitled to the benefit of swing loans from amounts otherwise available under the Revolver in the aggregate principal amount of up to $20 million and to request Letters of Credit from amounts otherwise available under the Revolver in the aggregate principle amount up to $20 million, both subject to certain conditions. The obligations of the Company under the Credit Agreement are not secured, but are subject to certain covenants. As of September 30, 2019, there was no outstanding balance on the Revolver. The Revolver expires on October 15, 2023.
The Credit Agreement contains customary representations and warranties and certain covenants that place certain limitations on the Company.
As of September 30, 2019, the Company was in compliance with its covenants under the Credit Agreement.
During the three and nine months ended September 30, 2018, under a previous credit facility, interest expense was $0.1 million and $0.8 million, respectively, which was netted with the "Other income (loss), net" section of the Unaudited Consolidated Statements of Income.
18
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(10) Equity
The decrease in common stock during the nine months ended September 30, 2019, was primarily due to the repurchases of 11.4 million shares, partially offset by the issuance of 5.1 million shares of the Company’s common stock under the Company’s stock-based compensation plans. The total net decrease was 6.3 million shares.
The Company announced a $0.005 (1/2 cent) per share increase in its quarterly cash dividend rate during the first quarter of 2019. As such, the Company recorded a cash dividend of $0.115 during the third quarter of 2019 as compared to a cash dividend of $0.110 per share during the third quarter of 2018. The third quarter 2019 dividend of $29.1 million was declared on August 27, 2019, and was paid on October 23, 2019.
(11) Contingencies
(12) Segment Reporting
The Company's automotive segment develops and manufactures digital vision and connected car products and electronics, including: automatic-dimming rearview mirrors with and without electronic features; non-auto dimming rearview mirrors with and without electronic features; and other electronics. The Company also develops and manufactures variably dimming windows for the aerospace industry and fire protection products for the commercial construction industry, which are combined into the "Other" segment shown below.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | ||||||||||||||
Revenue: | |||||||||||||||||
| Automotive Products | $ | $ | $ | $ | |||||||||||||
| Other | |||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
Income from operations: | |||||||||||||||||
| Automotive Products | $ | $ | $ | $ | |||||||||||||
| Other | |||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||
(13) Income Taxes
19
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(14) Revenue
The following table shows the Company’s Automotive revenue and Other Products revenue disaggregated by geographical location for Automotive Products for the three and nine month periods ended September 30, 2019 and September 30, 2018:
Revenue | Three Months Ended September 30, 2019 | Three Months Ended September 30, 2018 | Nine Months Ended September 30, 2019 | Nine Months Ended September 30, 2018 | ||||||||||||||||
| Automotive Products | ||||||||||||||||||||
U.S. | $ | $ | $ | $ | ||||||||||||||||
| Germany | ||||||||||||||||||||
| Japan | ||||||||||||||||||||
| Mexico | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Total Automotive Products | $ | $ | $ | $ | ||||||||||||||||
| Other Products (U.S.) | ||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | ||||||||||||||||
Revenue by geographic area may fluctuate based on many factors, including: exposure to local economic, political and labor conditions; unexpected changes in laws, regulations, trade or monetary or fiscal policy, including interest rates, foreign currency exchange rates and changes in the rate of inflation in the U.S. and other foreign countries; and tariffs, quotas, customs and other import or export restrictions and other trade barriers.
The following table disaggregates the Company’s Automotive revenue and Other revenue by major source for the three and nine month periods ended September 30, 2019 and September 30, 2018:
Revenue | Three Months Ended September 30, 2019 | Three Months Ended September 30, 2018 | Nine Months Ended September 30, 2019 | Nine Months Ended September 30, 2018 | ||||||||||||||||
Automotive Segment | ||||||||||||||||||||
Automotive Mirrors & Electronics | $ | $ | $ | $ | ||||||||||||||||
HomeLink Modules* | ||||||||||||||||||||
Total Automotive Products | $ | $ | $ | $ | ||||||||||||||||
Other Segment | ||||||||||||||||||||
| Fire Protection Products | ||||||||||||||||||||
| Windows Products | ||||||||||||||||||||
Total Other | $ | $ | $ | $ | ||||||||||||||||
| *Excludes HomeLink revenue where HomeLink electronics are integrated into interior auto-dimming mirrors. | ||||||||||||||||||||
20
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(15) Leases
The Company has operating leases for corporate offices, warehouses, vehicles, and other equipment, which are included within "Plant and Equipment - Net" section of the Condensed Consolidated Balance Sheets. The leases have remaining lease terms of 1 year to 5 years. The weighted average remaining lease term for operating leases as of September 30, 2019 was 2 years, with a weighted average discount rate of 2.9 %.
Future minimum lease payments for operating leases as of September 30, 2019 were as follows:
| Year ending December 31, | ||||||||
| 2019 (excluding the nine months ended September 30, 2019) | $ | |||||||
| 2020 | ||||||||
| 2021 | ||||||||
| 2022 | ||||||||
| 2023 | ||||||||
| Thereafter | ||||||||
| Total future minimum lease payments | ||||||||
| Less imputed interest | ( | |||||||
| Total | $ | |||||||
| Reported as of September 30, 2019 | ||||||||
| Accrued Liabilities | $ | |||||||
| Other Non-Current Liabilities | ||||||||
| Total | $ | |||||||
21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
RESULTS OF OPERATIONS:
THIRD QUARTER 2019 VERSUS THIRD QUARTER 2018
Net Sales. Net sales for the third quarter of 2019 increased by $17.5 million or 4% when compared with the third quarter of 2018.
Automotive net sales for the third quarter of 2019 increased 3% to $464.3 million, compared with automotive net sales of $449.2 million in the third quarter of 2018. This quarter over quarter growth was driven primarily by a 6% quarter over quarter increase in automotive mirror unit shipments. The 6% increase in automotive mirror unit shipments in the third quarter of 2019 to 10.8 million units compared with 10.2 million units in the third quarter of 2018, was primarily due to an increase of 18% for the Company's exterior auto-dimming mirrors unit shipments on a quarter over quarter basis. The quarter over quarter growth in revenue was partially offset by Company specific product revenue headwinds of approximately 350 basis points when compared to the same prior year quarter, in addition to the GM strike affecting the Company's shipments in the third quarter of 2019. The GM strike began on September 15, 2019 and, as a result, caused approximately 200 basis points in lost revenue in the third quarter of 2019.
The below table represents the Company's auto-dimming mirror unit shipments for the three and nine months ended September 30, 2019, and 2018 (in thousands).
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2019 | 2018 | % Change | 2019 | 2018 | % Change | ||||||||||||||||||||||||||||||
| North American Interior Mirrors | 2,139 | 2,108 | 1% | 6,571 | 6,636 | (1)% | |||||||||||||||||||||||||||||
| North American Exterior Mirrors | 1,412 | 1,103 | 28% | 3,961 | 2,871 | 38% | |||||||||||||||||||||||||||||
Total North American Mirror Units | 3,551 | 3,211 | 11% | 10,532 | 9,507 | 11% | |||||||||||||||||||||||||||||
| International Interior Mirrors | 5,189 | 5,154 | 1% | 15,785 | 15,801 | —% | |||||||||||||||||||||||||||||
| International Exterior Mirrors | 2,101 | 1,864 | 13% | 6,025 | 6,091 | (1)% | |||||||||||||||||||||||||||||
Total International Mirror Units | 7,290 | 7,018 | 4% | 21,810 | 21,892 | —% | |||||||||||||||||||||||||||||
| Total Interior Mirrors | 7,328 | 7,262 | 1% | 22,356 | 22,437 | —% | |||||||||||||||||||||||||||||
| Total Exterior Mirrors | 3,513 | 2,967 | 18% | 9,986 | 8,962 | 11% | |||||||||||||||||||||||||||||
| Total Auto-Dimming Mirror Units | 10,841 | 10,229 | 6% | 32,342 | 31,399 | 3% | |||||||||||||||||||||||||||||
Note: Percent change and amounts may not total due to rounding.
Other net sales were $13.5 million in the third quarter of 2019, an increase of 22%, compared to $11.1 million in the third quarter of 2018. This increase is in large part attributable to a 46% quarter over quarter improvement in variable dimmable aircraft windows sales, which increased to $7.5 million in the third quarter of 2019 from $5.2 million in the third quarter of 2018. Fire protection sales increased by 1% in the third quarter of 2019 to $6.0 million, compared to $5.9 million in the third quarter of 2018.
Cost of Goods Sold. As a percentage of net sales, cost of goods sold decreased to 62.3% in the third quarter of 2019 versus 62.4% in the third quarter of 2018. The quarter over quarter net increase in the gross profit margin was primarily the result of annual customer price reductions and additional tariffs enacted over the course of 2019 impacting the third quarter, which was partially offset by improvements in product mix related to certain advance feature products as well as purchasing cost reductions. On a quarter over quarter basis, annual customer price reductions had a negative impact of approximately 200 - 250 basis points and the above-referenced enacted tariffs had a negative impact of approximately 50 - 100 basis points. Purchasing cost reductions had a positive impact of approximately 100 - 150 basis points, and
22
product mix improvements independently had a positive impact of approximately 150 - 200 basis points on a quarter over quarter basis.
Operating Expenses. Engineering, research and development expenses ("E, R & D") for the third quarter of 2019 increased by 9% or $2.5 million when compared with the third quarter of 2018, primarily due to increased staffing levels and benefits, which continue to support growth and the development of new business and technology advances.
Selling, general and administrative ("S, G & A") expenses increased by 22% or $4.1 million for the third quarter of 2019 compared to the third quarter of 2018. S, G & A expenses were at approximately 5% of net sales in the third quarter of 2019, up from 4% of net sales in the third quarter of 2018. S, G, & A expenses increased on a quarter over quarter basis primarily due to increased headcount and other resources required to fund development and launch of new products, travel and other resources associated with mitigation of tariffs, increased legal and professional fees associated with a minor acquisition of new technology, and ongoing focus on tax planning.
Total operating expenses were $52.2 million in the third quarter of 2019, which increased by 15% or $6.6 million, from $45.6 million in the third quarter of 2018.
Total Other Income. Total other income for the third quarter of 2019 increased by $0.3 million when compared with the third quarter of 2018.
Provision for Income Taxes. The effective tax rate was 15.0% in the third quarter of 2019 compared to 14.7% for same quarter of 2018. Generally, effective tax rates for these quarters differ from statutory federal income tax rates, due to provisions for state and local income taxes, permanent tax differences, research and development tax credits and the foreign-derived intangible income tax deduction.
Net Income. Net income for the third quarter of 2019 was $111.9 million, up from $111.3 million the third quarter of 2018.
NINE MONTHS ENDED SEPTEMBER 30, 2019 VERSUS NINE MONTHS ENDED SEPTEMBER 30, 2018
Net Sales. Net Sales for the nine months ended September 30, 2019 increased by $34.4 million or 2% when compared with the same period in 2018.
Automotive net sales for the first nine months of 2019 were $1.38 billion, up 2% compared with automotive net sales of $1.35 billion for the first nine months of 2018, driven by a 3% period over period increase in automotive mirror unit shipments. North American automotive mirror shipments in the nine months ended September 30, 2019 increased 11% to 10.5 million units compared with the same period in 2018, primarily due to a period over period increase of 38% for North American unit shipments of the Company's exterior auto-dimming mirrors.
Cost of Goods Sold. As a percentage of net sales, cost of goods sold increased to 62.8% for the first nine months of 2019, versus 62.5% in the same period last year. The period over period decrease in the gross profit margin was primarily the result of annual customer price reductions and tariffs enacted in the second half of calendar year 2018 and in 2019, which was partially offset by improvements in product mix related to certain advance feature products as well as purchasing cost reductions. On a period over period basis, annual customer price reductions had a negative impact of approximately 150 - 200 basis points and the above-referenced enacted tariffs had a negative impact of approximately 50 - 100 basis points. Purchasing cost reductions and product mix improvements each independently had a positive impact on a period over period basis of approximately 100 - 150 basis points.
Operating Expenses. E, R & D expenses for the nine months ended September 30, 2019 increased 7% or $5.7 million when compared with the same period last year, primarily due to increased staffing levels related to development and launch of new business.
S, G & A expenses for the first nine months of 2019 increased 13% or $7.4 million when compared with the same period last year, primarily due to increases in staffing levels and benefits, travel and other resources
23
associated with mitigation of tariffs, increased legal and professional fees associated with a minor acquisition of new technology, and ongoing focus on tax planning.
Total Other Income. Total other income for the nine months ended September 30, 2019 increased by $0.5 million when compared with the same period last year, primarily due to lower period over period interest expense compared to the first nine months of 2018.
Provision for Income Taxes. The effective tax rate was 15.9% for the nine months ended September 30, 2019 compared to 15.2% for the same period of 2018. The increase in the effective tax rate for the nine months ended September 30, 2019 compared to the same period of 2018 is primarily due to a decrease in discrete tax benefits related to equity compensation in the current year.
Net Income. Net income for the nine months ended September 30, 2019 decreased by $6.5 million or 2% to $325.1 million versus $331.6 million in the same period last year, due to the decrease in gross margin and increases in operating expenses described above.
FINANCIAL CONDITION:
The Company's cash and cash equivalents as of September 30, 2019 were $260.2 million, which increased $43.1 million compared to $217.0 million as of December 31, 2018. The increase was primarily due to positive cash flows from operations, which was partially offset by share repurchases, dividend payments and capital expenditures during the nine months ended September 30, 2019.
Short-term investments as of September 30, 2019 were $207.2 million, up from $169.4 million as of December 31, 2018, and Long-term investments were $103.0 million as of September 30, 2019, compared to $138.0 million as of December 31, 2018. Fluctuations in the two balances were driven by changes in fixed income investment maturities within the investment portfolio.
Accounts receivable as of September 30, 2019 increased approximately $39.6 million compared to December 31, 2018, primarily due to the higher sales during the most recently completed quarter, as well as timing of sales within each of the comparative periods.
Inventories as of September 30, 2019 were $238.7 million, compared to $225.3 million as of December 31, 2018.
Accounts payable as of September 30, 2019 increased approximately $2.5 million to $95.3 million when compared to December 31, 2018.
Accrued liabilities as of September 30, 2019 increased approximately $10.6 million compared to December 31, 2018, primarily due to an increase in accrued salaries and wages and tax liabilities due to timing of certain wage and tax payments.
Cash flow from operating activities for the nine months ended September 30, 2019 decreased $14.3 million to $383.9 million, compared with $398.2 million during the same nine month period last year, primarily due to lower net income and changes in working capital.
Capital expenditures for the nine months ended September 30, 2019 were approximately $58.3 million, compared with approximately $68.8 million for the same nine month period last year.
The Company believes its existing and planned facilities are currently suitable, adequate, and have the capacity required for current and near-term planned business. Nevertheless, the Company continues to evaluate longer term facility needs.
The Company estimates that it currently has building capacity to manufacture approximately 33 - 36 million interior mirror units annually and approximately 14 - 17 million exterior mirror units annually, based on current product mix. The Company evaluates equipment capacity on an ongoing basis and adds equipment as needed.
Management considers the current working capital and long-term investments, in addition to internally generated cash flow, its Credit Agreement, and credit worthiness, to be sufficient to cover anticipated cash needs for the foreseeable future considering its contractual obligations and commitments.
24
The following is a summary of working capital and long-term investments:
| September 30, 2019 | December 31, 2018 | ||||||||||
Working Capital | $ | 805,191,273 | $ | 681,769,335 | |||||||
Long Term Investments | 103,025,468 | 137,979,082 | |||||||||
Total | $ | 908,216,741 | $ | 819,748,417 | |||||||
The Company has a previously announced share repurchase plan under which the Board of Directors has authorized the repurchase of shares of the Company's common stock, which remains a part of the broader publicly disclosed capital allocation strategy. As previously disclosed, the Company intends to continue to repurchase additional shares of common stock in the future in support of the capital allocation strategy, but share repurchases may vary from time to time and will take into account macroeconomic events, market trends, and other factors the Company deems appropriate (including the market price of the stock, anti-dilutive effect of repurchases, and available cash). During the three and nine months ended September 30, 2019, the Company repurchased 3,569,577 and 11,369,224 shares, respectively. The Company has 22,472,033 shares remaining under the plan as of September 30, 2019, as is further detailed in Part II, Item 2 of this Form 10-Q.
BUSINESS UPDATE
The Company's overall revenue growth during the third quarter of 2019 out-paced word-wide light vehicle production growth by between approximately seven and nine percent (7%-9%), in large part due to the many different product launches that have been executed in 2018 and year to date in 2019. The growth in revenue was partially offset by Company specific product revenue headwinds of approximately 350 basis points when compared to the same prior year quarter, in addition to the GM strike affecting the Company's unit shipments. The GM strike began on September 15, 2019 and, as a result, caused approximately 200 basis points in lost revenue in the third quarter of 2019. The Company's unit and revenue growth continue to be driven by the Company's electrochromic technology, the success of the Full Display Mirror®, as well as other electronic features, such as the Integrated Toll Module® and HomeLink®.
Interior and exterior auto-dimming mirrors and advanced electronic features were launched on 16 net new vehicle models during the third quarter of 2019. Advanced feature launches in the quarter were led by new launches of HomeLink®, where there were 7 net new nameplate launches. During the third quarter of 2019 the Company launched base interior auto-dimming mirrors on 5 new nameplates for domestic China automaker customers. These nameplate launches represent further penetration of the Company's core auto-dimming technology into the China market.
PRODUCT UPDATE
The Full Display Mirror® began production in the fourth quarter of 2015. Current automotive design trends are yielding vehicles with small rear windows that are often further obstructed by headrests, passengers, and roof support pillars which can significantly hinder the mirror’s rearward view. The Company's Full Display Mirror® is an intelligent rear vision system that uses a custom, internally or externally mounted video camera and mirror-integrated video display to optimize a vehicle driver’s rearward view. This rear vision system consists of a hybrid Full Display Mirror® that offers bi-modal functionality. In mirror mode, the product functions as an auto-dimming rearview mirror which means that during nighttime driving, digital light sensors talk to one another via a microprocessor to automatically darken the mirror when glare is detected. With the flip of a switch, the mirror enters display mode, and a clear, bright display appears through the mirror’s reflective surface, providing a wide, unobstructed rearward view. The bi-modality of the Full Display Mirror® is essential, because in the event of any failure of the camera or display, the product is able to function as a mirror, which meets long-standing safety requirements in the automotive industry. In addition, the driver has the ability to switch between modes to accommodate usage preferences for various weather conditions, lighting conditions, and driving tasks.
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As of the third quarter of 2019, the Company is shipping production Full Display Mirrors® to five automaker customers, which are General Motors, Subaru, Toyota, Nissan, and Jaguar Land Rover. The launches for Jaguar Land Rover are the first launches with a European based OEM and include product shipments that will be used for global applications on these vehicles. In the third quarter of 2019, the Company launched one additional nameplate, which means the Company is currently shipping on 31 vehicle nameplates for Full Display Mirror®. During the third quarter of 2019, the Company was also able to secure its 10th OEM for Full Display Mirror®. The Company continues to see interest from other automotive customers and is negotiating with other customers on an on-going basis. The Company remains confident that on-going discussions with certain other customers, in the future, may cause such customers to consider adding the Full Display Mirror® into their product road-map for future vehicles.
In 2017, the Company introduced a new three-camera rear vision system that streams rear video in multiple composite views to its Full Display Mirror®. The Company believes it is the industry’s first practical and comprehensive rear vision solution designed to meet automaker, driver, safety and regulatory requirements. The Company's rear vision system, known generally as a camera monitoring system ("CMS"), uses three cameras to provide a comprehensive view of the sides and rear of the vehicle. The side-view cameras are discretely housed in downsized, automatic-dimming exterior mirrors. Their video feeds are combined with that of a roof-mounted camera and stitched together into multiple composite views, which are streamed to the driver using the Full Display Mirror®. The system’s modular nature lets the automaker customize functionality while offering it as an affordable, optional feature thereby enhancing safety by allowing the system to fail safe. During any failures due to weather conditions or otherwise that disrupt the digital view, drivers can still safely use the interior and exterior mirrors. The system also supports user preference by permitting drivers to use standard mirror views, camera views, or both. Downsized exterior mirrors provide automakers with significant weight savings and fuel efficiency improvements. To further enhance safety, the Company's CMS solution can also work in conjunction with a vehicle’s side blind zone warning system. When a trailing vehicle enters a side blind zone, a warning indicator illuminates in both the interior and exterior mirrors while the corresponding side-view video feed appears in the display until the vehicle passes.
On March 31, 2014, the Alliance of Automobile Manufacturers petitioned the National Highway Traffic Safety Administration ("NHTSA") to allow automakers to use cameras as an option to replace conventional rearview mirrors within the United States. NHTSA responded to this petition on June 30, 2016 with a letter requesting additional information, and noted on October 10, 2019 that NHTSA had not received a complete response to the letter. At the annual SAE Government-Industry Meeting in January 2017, NHTSA requested that SAE develop Recommended Procedures for test protocols and performance criteria for CMS that would replace mirror systems on light vehicles in the U.S. market. SAE assigned the task to the Driver Vision Committee, and the SAE Driver Vision Committee created a CMS Task Force to draft the Recommended Procedures. In the second half of 2018, the Office of Management and Budget published its regulatory and deregulatory agenda, which included a reference to a prerule stage for NHTSA related to amending the rear visibility standard to allow the option for camera-monitor systems to replace mirrors. Also, NHTSA published a report dated October 2018 related to camera monitoring systems for outside mirror replacements. On October 10, 2019, an Advanced Notice of Proposed Rulemaking (ANPRM) was published seeking public comment on permitting camera-based rear visibility systems, as an alternative to inside and outside rearview mirrors required under Federal motor vehicle safety standard (FMVSS) No. 111, “Rear Visibility,” which currently requires that vehicles be equipped with rearview mirrors to provide drivers with a view of objects that are to their side or to their side and rear. This ANPRM builds on NHTSA's prior efforts to obtain supporting technical information, data, and analysis on CMS so that the agency can determine whether these systems can provide the same level of safety as the rearview mirrors currently required under FMVSS No. 111. The ANPRM states that one reason NHTSA is seeking additional information is because research conducted by NHTSA and others between 2006 and 2017 has consistently shown that prototype and preproduction camera-based rear visibility systems can exhibit safety-relevant performance issues.
In July 2016, a revision to UN-ECE Regulation 46 was published with an effective date of June 18, 2016, which allows for CMS to replace mirrors in Japan and European countries. As of January 2017, CMS are also permitted as an alternative to replace mirrors in the Korean market. Notwithstanding the foregoing, the Company continues to believe rearview mirrors provide a robust, simple and cost effective means to view
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the surrounding areas of a vehicle and remain the primary safety function for rear vision. Cameras when used as the primary rear vision delivery mechanism have some inherent limitations such as: electrical failure; cameras being blocked or obstructed; depth perception challenges; and viewing angles of the camera. Nonetheless, the Company continues designing and manufacturing not only rearview mirrors, but CMOS imagers and video displays as well. The Company believes that combining video displays with mirrors may well provide a more robust product by addressing all driving conditions in a single solution that can be controlled by the driver. As noted, the Company is currently in production with a rear vision camera system that streams rear video to a rearview-mirror-integrated display using the Company's Full Display Mirror®. The Company's CMS solution uses three cameras to provide a comprehensive view of the sides and rear of the vehicle. The Company also continues to develop in the areas of imager performance, camera dynamic range, lens design, image processing from the camera to the display, and camera lens cleaning. The Company acknowledges that as such technology evolves over time, such as cameras replacing mirrors and/or autonomous driving, there could be increased competition.
On October 18, 2019, a petition for temporary exemption from FMVSS 111 submitted by Audi of America was published requesting NHTSA to grant a two-year exemption to sell up to 2,500 vehicles for each twelve month period (up to 5,000 vehicles) that are equipped with camera monitoring systems and do not include FMVSS 111 compliant outside mirrors.
The Company's HomeLink® products are the auto industry's most widely used and trusted car-to-home communication system, with an estimated 50 million units on the road. The system consists of two or three in-vehicle buttons that can be programmed to operate garage doors, security gates, home lighting, and other radio-frequency-controlled devices. During the first quarter of 2017, the Company demonstrated the next generation of HomeLink®, commonly referred to as HomeLink ConnectTM which uses both RF and wireless cloud-based connectivity to deliver complete vehicle-to-home automation. With the HomeLink ConnectTM, a HomeLink® button press communicates with the HomeLink ConnectTM app on the user’s smartphone via Bluetooth Low Energy. The app contains predefined, user-programmed actions, from single device operations to entire home automation scenes. The app, in turn, communicates to the home’s smart hub over the cloud server network and activates the appropriate devices, including security systems, door locks, thermostats, lighting, and other home automation devices, providing comprehensive vehicle-to-home automation. The ability to prepare the home for arrival or departure can occur with one button press. For the automaker, it allows them to offer a customizable, yet proven solution without the engineering effort or security concerns associated with integrating the software into the vehicle’s computer network. The Company also continues to work on providing HomeLink® applications for alternative automobile and vehicle types which include but are not limited to motorcycles, mopeds, snowmobiles, tractors, combines, lawn mowers, loaders, bulldozers, road-graders, backhoes and golf carts. The Company further continues to work with compatibility partners for HomeLink® applications in new markets like China. The unique attributes of the China market allow for potential new use cases of these products and offer what the Company believes to be a real opportunity for growth of the HomeLink® brand and products. In 2017, the Company began its first volume production shipments of HomeLink® units on vehicles for the China market.
In January 2016, the Company announced a partnership with TransCore to provide automobile manufacturers with a vehicle-integrated tolling solution that enables motorists to drive on all U.S. toll roads without a traditional toll tag on the windshield. Currently more than 75 percent of new car registrations are in states with toll roads with over 50 million drivers accessing these roads each year. The Company signed an exclusive agreement, in the ordinary course of business, to integrate TransCore's toll module technology into the Company's rearview mirrors. In January 2017, the Company signed an extension of its agreement in the ordinary course of business, which enables the Company to offer the Integrated Toll Module system in Canada and Mexico. In September 2019, the Company signed a new agreement with TransCore in the ordinary course of business which extended the term of the partnership. The interior mirror is the optimal location for a vehicle-integrated toll transponder and it eliminates the need to affix multiple toll tags to the windshield and helps automakers seamlessly integrate toll collection into the car. Since the Integrated Toll Module® or ITM® enables travel across almost all United States toll roads, and others in North America, motorists would no longer need multiple toll tags for different regions of the country or to manage multiple toll accounts. The Company's vehicle-integrated solution simplifies and expedites local, regional, and national travel. ITM® provides transportation agencies with an interoperability solution without costly infrastructure changes to the thousands of miles of toll lanes throughout North America. The Company believes that this product could potentially represent another growth opportunity over the next several years. The Company has its first OEM award of ITM® with Audi. In the first quarter of 2019, the Company
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began its first volume shipments of the ITM® product to Audi. During the second quarter of 2019, the first consumers began registering their ITM® systems online to activate the device and began using the system for normal tolling use. The Company will monitor and assess feedback from consumers, dealers, and the OEM in order to help others understand the use case and acceptance of this product. Over the next 18 months, the Company expects further ITM® nameplate launches with Audi, as well as the initial launch of ITM® at two additional OEMs. These OEM launches are targeted to begin production shipments in the 2020 or 2021 time periods.
Further, the Company has previously announced an embedded biometric solution for vehicles that leverages iris scanning technology to create a secure environment in the vehicle. There are many use cases for authentication, which range from vehicle security to start functionality to personalization of mirrors, music, seat location and temperature, to the ability to control transactions not only for the ITM® system, but also the ride sharing car of the future. The Company believes iris recognition is among the most secure forms of biometric identification, with a false acceptance rate as low as one in 10 million, far superior to facial, voice, and other biometric systems. The Company's future plans include integrating biometric authentication with HomeLink® and HomeLink ConnectTM. The biometric system will allow HomeLink® to provide added security and convenience for multiple drivers by activating the unique home automation presets of different authorized users. The Company announced in January 2018 that it completed an exclusive licensing agreement, in the ordinary course of business, with Fingerprint Cards AB to deploy its ActiveIRIS® iris-scanning biometric technology in automotive applications.
In January 2018, the Company also announced that an agreement had been signed, in the ordinary course of business, to participate in a round of financing with Yonomi, the Company's partner in home automation technology. The Company is working with Yonomi as a home automation aggregation partner and the Company has developed an app and cloud infrastructure known as HomeLink ConnectTM. As discussed above, HomeLink ConnectTM is the home automation app that pairs with the vehicle and allows drivers to operate home automation devices from the vehicle's center console display. Drivers of HomeLink ConnectTM compatible vehicles will be able to download and configure the app to control many available home automation devices and create entire home automation settings.
SmartBeam® is the Company's proprietary high beam control system integrated into its auto-dimming mirror. SmartBeam® Generation 4, which was developed using the fourth generation of the Company's custom designed CMOS imager, has an advanced feature set made possible by the high dynamic range of the imager including: high beam assist; dynamic forward lighting with high beams constantly on; LED matrix beam; and a variety of specific detection applications including tunnel, fog and road type as well as certain lane tracking features to assist with lighting control. The Company has the ability to package the control electronics inside of its interior rearview mirrors with a self-calibrating camera attached to the mirror mount with optimal mechanical packaging which also provides for ease of service. In addition, the Company has long been integrating its camera products to optimize performance by fusing with other systems on the vehicle, including radar, navigation, steering and related modules provided by other suppliers. This enables the Company to provide its customers with a highly customizable solution that meets their unique needs and specifications.
The European New Car Assessment Program ("Euro NCAP") provides an incentive for automobiles sold in Europe to apply safety technologies that include driver assist features such as lane detection, vehicle detection, and pedestrian detection as standard equipment. Euro NCAP compliant driver assist systems are also capable of including high beam assist as a function. The increased application of Euro NCAP on European vehicles could potentially replace the Company's SmartBeam® application on these vehicles.
On December 8, 2015 NHTSA proposed changes to the NHTSA's 5-Star Safety Ratings for new vehicles (also known as the New Car Assessment Program or NCAP) and initiated a comment period. The proposed changes will, for the first time, encompass assessment of crash-avoidance technologies, which includes lower beam headlamp performance, semi-automatic headlamp switching, and blind spot detection. NHTSA initially intended to implement the enhancements in NCAP in 2018 beginning with model year 2019 vehicles. The NCAP implementation has been delayed. Under these proposed changes, the Company believes that its SmartBeam® technology will qualify with the semi-automatic headlamp NCAP rating system, and that its SmartBeam® technology and exterior mirrors with blind spot alert lighting can be included in a system that qualifies with the lower beam headlamp performance and blind spot detection NCAP rating system, respectively. On October 16, 2019, NHTSA issued a press release comparing NCAP
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to other regions’ version of NCAP, identified new technologies that are not currently included in NCAP, and suggested Congress legislatively direct actions to improve NCAP.
On October 12, 2018, NHTSA published a Notice of Proposed Rulemaking ("NPRM") for amendments to Federal Motor Vehicle Safety Standard ("FMVSS") No. 108: Lamps, reflective devices, and associated equipment, and initiated a comment period. The NPRM proposes amendments that would permit the certification of adaptive driving beam headlighting systems, if the manufacturer chooses to equip vehicles with these systems. NHTSA proposes to establish appropriate performance requirements to ensure the safe introduction of adaptive driving beam headlighting systems if equipped on newly manufactured vehicles. The Company believes that its dynamic SmartBeam® lighting control system (dynamic forward lighting or DFL), which has been sold in markets outside of North America for several years, will meet the requirements of the new FMVSS 108 standards, if amended. The Company's SmartBeam® application has and will continue to be affected by increased competition by suppliers of multi-function driver assist camera products, which are able to achieve some of the same functionality as SmartBeam® but at a lower cost, due to other suppliers leveraging similar hardware costs, but offering products with multiple software features.
The Company previously announced that it is providing variably dimmable windows for the Boeing 787 Dreamliner series of aircraft. The Company continues to work with other aircraft manufacturers that have an interest in this technology regarding potential additional programs. In January 2019, the Company announced that its latest generation of dimmable aircraft windows will be offered as optional content on the new Boeing 777X. During the third quarter of 2019, the first production shipments of variably dimmable windows were made to Boeing for the 777X program.
OTHER
Automotive revenues represent approximately 97% - 98% of the Company's total revenue, consisting of interior and exterior electrochromic automatic-dimming rearview mirrors and automotive electronics.
The Company does continue to experience pricing pressure from its automotive customers and competitors, which will continue to cause downward pressure on its sales and profit margins. The Company works continuously to offset these price reductions with engineering and purchasing cost reductions, productivity improvements, and increases in unit sales volume, but there is no assurance the Company will be able to do so in the future.
Because the Company sells its products throughout the world, and automotive manufacturing is highly dependent on economic conditions, the Company can be affected by uncertain economic conditions that can reduce demand for its products.
The Company believes that its patents and trade secrets provide it with a competitive advantage in dimmable devices and other electronic features that it offers in vehicles and the aerospace industry. Claims of patent infringement can be costly and time-consuming to address. To that end, the Company obtains intellectual property rights in the ordinary course of business to strengthen its intellectual property portfolio and to minimize the risk of infringement.
The Company does not have any significant off-balance sheet arrangements or commitments that have not been recorded in its consolidated financial statements.
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OUTLOOK
The Company’s forecasts for light vehicle production for the fourth quarter and full year of 2019 are based on IHS Markit's mid-October 2019 forecasts for light vehicle production in North America, Europe, China, and Japan and Korea. Using the mid-October 2019 light vehicle production forecasts indicated in the table below, the Company has provided certain guidance for calendar years 2019 and 2020.
| Light Vehicle Production (per IHS Markit Automotive mid-October light vehicle production forecast) | |||||||||||||||||||||||
(in Millions) | |||||||||||||||||||||||
Region | 4Q 2019 | 4Q 2018 | % Change | Calendar Year 2019 | Calendar Year 2018 | % Change | |||||||||||||||||
North America | 3.78 | 4.19 | (10) | % | 16.27 | 16.96 | (4) | % | |||||||||||||||
Europe | 5.30 | 5.44 | (3) | % | 21.21 | 21.99 | (4) | % | |||||||||||||||
Japan and Korea | 3.25 | 3.56 | (9) | % | 13.18 | 13.20 | — | % | |||||||||||||||
| China | 7.06 | 7.12 | (1) | % | 24.53 | 26.85 | (9) | % | |||||||||||||||
| Total Light Vehicle Production | 19.39 | 20.31 | (5) | % | 75.19 | 79.00 | (5) | % | |||||||||||||||
Based on the aforementioned IHS Markit light vehicle production forecasts, current forecasted product mix, expense growth estimates, actual performance through the first nine months of 2019, and estimates regarding the impact of the GM strike that are detailed herein, the Company has provided certain updates for the fourth quarter 2019, as well as its previously announced annual guidance ranges, which are also set forth below. Guidance for the fourth quarter of 2019 reflects the Company's best estimate of the impact of the ongoing GM strike, as well as changes to the IHS Markit's estimates for light vehicle production for the fourth quarter. Based on order changes the Company has seen during the end of the third quarter and beginning of the fourth quarter of 2019 from GM, the Company estimates the impact to be approximately $7 - $8 million in lost sales, per week of the strike. Based on the lost sales to date, the Company's estimate of additional lost revenue before the GM strike ends and GM resumes full vehicle production, and changes to IHS estimates, the Company estimates that net sales will be between $430 million and $455 million for the fourth quarter of 2019.
Based on the aforementioned, the Company currently estimates that top line revenue for calendar year 2019 will be between $1.84 and $1.87 billion.
The Company continues to see order rates and booked business that allow for these estimates despite period-over-period year declines in light vehicle production in its primary markets. Nevertheless, ongoing uncertainties remain including: impact of ongoing customer employee strikes; light vehicle production levels; impacts of already in place and potential additional future tariffs; impacts of regulation changes; automotive plant shutdowns; supplier part shortages; sales rates in Europe, Asia and North America; OEM strategies and cost pressures; customer inventory management and the impact of potential automotive customer (including their Tier 1 suppliers) and supplier bankruptcies; work stoppages, etc., all of which could disrupt shipments to these customers and make forecasting difficult.
Based on updated net sales guidance for the fourth quarter and calendar year 2019, the Company has estimated that the gross margin for the fourth quarter will be between 35% and 36%. Based on actual results for the first nine months of 2019, the aforementioned forecasted revenues for the remainder of 2019, anticipated product mix and anticipated tariff costs, the Company has also estimated that the gross profit margin will be between 36.6% and 37.0% for calendar year 2019.
The Company has estimated that its operating expenses, which include E, R & D expenses and S, G & A expenses, are expected to be approximately $198 - $200 million for calendar year 2019, primarily due to staffing costs, professional fees and travel expenses, which continue to support growth and the development of new business and technology advances.
In light of on-going demand for the Company's auto-dimming mirrors and electronics, and based on actual spending levels through the first nine months of 2019, the Company continues to anticipate that 2019
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capital expenditures will be approximately $90 - $100 million, the majority of which will be equipment purchases. Capital expenditures in the calendar year 2019 are currently anticipated to be financed from current cash and cash equivalents on hand and cash flows from operating activities.
Based on actual results for the first nine months of 2019, and expected projects in the fourth quarter, the Company has estimated that depreciation and amortization expense for calendar year 2019 will be approximately $104 - $107 million.
The Company has estimated its effective annual tax rate for calendar year 2019 to be in the range of 16.0% to 16.5%.
In accordance with the previously announced share repurchase plan, the Company intends to continue to repurchase additional shares of its common stock in 2019, but share repurchases may vary from time to time and will take into account macroeconomic events, market trends, and other factors the Company deems appropriate (including the market price of the stock, anti-dilutive effect of repurchases, and available cash).
Finally, based on available light vehicle production forecasts and current forecasted product mix, the Company is making no changes to its previously announced range of revenue estimates for calendar year 2020, which continues to be estimated to be over and above the 2019 revenue estimates in the range of 3% to 8%.
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CRITICAL ACCOUNTING POLICIES:
The preparation of the Company’s consolidated condensed financial statements contained in this report, which have been prepared in accordance with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates these estimates. Estimates are based on historical experience and/or on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources. Historically, actual results have not been materially different from the Company’s estimates. However, actual results may differ from these estimates under different assumptions or conditions.
The Company has identified critical accounting policies used in determining estimates and assumptions in the amounts reported in its Management’s Discussion and Analysis of Financial Condition and Results of Operations in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
Item 3. Quantitative And Qualitative Disclosures About Market Risk.
The Company is subject to market risk exposures of varying correlations and volatilities, including foreign exchange rate risk and interest rate risk. Fluctuating interest rates could negatively impact the Company's financial performance due to realized losses on the sale of fixed income investments and/or recognized losses due to other-than-temporary impairment adjustment on available for sale securities (mark-to-market adjustments). During the quarter ended September 30, 2019, there are no material changes in the risk factors previously disclosed in the Company's report on Form 10-K for the fiscal year ended December 31, 2018, except as set forth in Item 2.
The Company has some assets, liabilities and operations outside the United States, including euro-denominated accounts, which currently are not significant overall to the Company as a whole. Because the Company sells its automotive mirrors throughout the world, and automotive manufacturing is highly dependent on general economic conditions, the Company could be affected by uncertain economic conditions in foreign markets that can reduce demand for its products.
Item 4. Controls And Procedures.
Evaluation of Disclosure Controls and Procedures.
Under the supervision of, and with the participation of management, the Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2019, and have concluded that as of that date, the Company's disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended September 30, 2019 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
SAFE HARBOR STATEMENT:
This Quarterly Report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The statements contained in this communication that are not purely historical are forward-looking statements. Forward-looking statements give the Company’s current expectations or forecasts of future events. These forward-looking statements generally can be identified by the use of words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “goal”, “hope”, “may”, “plan”, “project”, "poised", “will”, and variations of such words and similar expressions. Such statements are subject to risks and uncertainties that are often difficult to predict and beyond the Company’s control, and could cause the Company’s results to differ materially from those described. These risks and uncertainties include, without limitation: changes in general industry or regional market conditions; changes in consumer and customer preferences for our products (such as cameras replacing mirrors and/or autonomous driving); our ability to be awarded new business; continued uncertainty in pricing negotiations
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with customers; loss of business from increased competition; changes in strategic relationships; customer bankruptcies or divestiture of customer brands; fluctuation in vehicle production schedules (including the impact of customer employee strikes); changes in product mix; raw material shortages; higher raw material, fuel, energy and other costs; unfavorable fluctuations in currencies or interest rates in the regions in which we operate; costs or difficulties related to the integration and/or ability to maximize the value of any new or acquired technologies and businesses; changes in regulatory conditions; warranty and recall claims and other litigation and customer reactions thereto; possible adverse results of pending or future litigation or infringement claims; changes in tax laws; import and export duty and tariff rates in or with the countries with which we conduct business; and negative impact of any governmental investigations and associated litigations including securities litigations relating to the conduct of our business. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law or the rules of the NASDAQ Global Select Market. Includes content supplied by IHS Markit Light Vehicle Production Forecast (October 16, 2019) (http://www.gentex.com/ forecast-disclaimer).
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PART II—OTHER INFORMATION
Item 1A. Risk Factors.
Information regarding risk factors appears in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I – Item 2 of this Form 10-Q and in Part I – Item 1A – Risk Factors of the Company’s report on Form 10-K for the fiscal year ended December 31, 2018. There have been no material changes from the risk factors previously disclosed in the Company’s report on Form 10-K for the year ended December 31, 2018, except to the extent described in Part I – Item 2 and Item 3 of this Form 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(c) Issuer Purchase of Equity Securities
The Company has a previously announced share repurchase plan under which the Board of Directors has authorized the repurchase of shares of the Company's common stock, which remains a part of the broader publicly disclosed capital allocation strategy. As previously disclosed, the Company intends to continue to repurchase additional shares of common stock in the future in support of the capital allocation strategy, but share repurchases may vary from time to time and will take into account macroeconomic events, market trends, and other factors the Company deems appropriate (including the market price of the stock, anti-dilutive effect of repurchases, and available cash). During the nine months ended September 30, 2019, the Company repurchased 11,369,224 shares. The Company has 22,472,033 shares remaining under the plan as of September 30, 2019.
The following is a summary of share repurchase activity during each quarter of the nine months ended September 30, 2019:
Issuer Purchase of Equity Securities | ||||||||||||||
Period | Total Number of Shares Purchased | Weighted Average Price Paid Per Share | Total Number of Shares Purchased As Part of a Publicly Announced Plan or Program | Maximum Number of Shares That May Yet Be Purchased Under the Plan or Program | ||||||||||
| January 2019 | 75,001 | 21.42 | 75,001 | 33,766,256 | ||||||||||
| February 2019 | 2,499,850 | 20.24 | 2,499,850 | 31,266,406 | ||||||||||
| March 2019 | 2,150,087 | 20.49 | 2,150,087 | 29,116,319 | ||||||||||
| 1st Quarter 2019 Total | 4,724,938 | 20.37 | 4,724,938 | |||||||||||
| April 2019 | 240,037 | 23.07 | 240,037 | 28,876,282 | ||||||||||
| May 2019 | 1,858,307 | 22.20 | 1,858,307 | 27,017,975 | ||||||||||
| June 2019 | 976,365 | 23.64 | 976,365 | 26,041,610 | ||||||||||
| 2nd Quarter 2019 Total | 3,074,709 | 22.72 | 3,074,709 | |||||||||||
| July 2019 | 380,220 | 27.22 | 380,220 | 25,661,390 | ||||||||||
| August 2019 | 1,828,442 | 26.69 | 1,828,442 | 23,832,948 | ||||||||||
| September 2019 | 1,360,915 | 27.54 | 1,360,915 | 22,472,033 | ||||||||||
| 3rd Quarter 2019 Total | 3,569,577 | 27.07 | 3,569,577 | |||||||||||
| 2019 Total | 11,369,224 | 23.11 | 11,369,224 | 22,472,033 | ||||||||||
As of September 30, 2019 the Company has repurchased 124,527,695 shares at a total cost of $1,804,879,295 under its share repurchase plan or otherwise previously disclosed.
Item 6. Exhibits.
See Exhibit Index on Page 36 | ||
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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: | November 1, 2019 | /s/ Steven R. Downing | |||||||||
Steven R. Downing | |||||||||||
President and Chief Executive Officer | |||||||||||
(Principal Executive Officer) on behalf of Gentex Corporation | |||||||||||
Date: | November 1, 2019 | /s/ Kevin C. Nash | |||||||||
Kevin C. Nash | |||||||||||
Vice President, Finance, Chief Financial Officer and Treasurer | |||||||||||
(Principal Financial Officer and Principal Accounting Officer) on behalf of Gentex Corporation | |||||||||||
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EXHIBIT INDEX
Exhibit No. | Description | |||||||
| 10 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32 | ||||||||
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36
GENTEX CORPORATION
NONEMPLOYEE
DIRECTOR
RESTRICTED STOCK AWARD AGREEMENT
1. The Award and the Plan. As of the Date of Grant set forth below, pursuant to this NonEmployee Director Restricted Stock Award Agreement (the "Agreement"), Gentex Corporation ("Gentex") grants to you the number of Shares set forth below. Any undefined terms in this Agreement appearing as defined terms will have the same meaning as they do in the Gentex Corporation 2019 Omnibus Incentive Plan as amended and/or restated from time to time (the "Plan").
Number of Shares of Restricted Stock: 4,403 (the "Shares")
Date of Grant: 16 May 2019
2. Restriction. Until the Vesting Date (as defined below), the Shares shall be subject to restriction as contained in the following legend, which legend shall be conspicuously placed on the face of the certificate or otherwise accompany the Shares:
The Shares represented hereby are subject to restrictions on transfer as provided in the Gentex Corporation 2019 Omnibus Incentive Plan and the NonEmployee Director Restricted Stock Award Agreement between Gentex Corporation and the record holder and such Shares are subject to forfeiture and return to Gentex Corporation upon the happening of certain events specified in such plan or agreement.
3. Vesting of Shares. Subject to the terms and conditions of Sections 4, 5 and 6 below, your right to receive one hundred percent (100%) of the Shares will become nonforfeitable on the first anniversary of the Date of Grant (the "Vesting Date") provided you remain a NonEmployee Director until such Vesting Date and provided further that if the annual meeting of shareholders in the year after the Date of Grant is held prior to such Vesting Date the date of the meeting shall become the Vesting Date provided you remain a NonEmployee Director until such meeting date.
4. Effect of Change in Control. In the event a Change in Control occurs prior to the Shares becoming nonforfeitable as provided in Section 3 above and while you are a NonEmployee Director, the Shares covered by this Agreement will become nonforfeitable.
5. Effect of Termination Due to Death or Disability. Notwithstanding Section 3 above, if you are no longer a NonEmployee Director by reason of death or disability (as reasonably determined by Gentex) before the Vesting Date, the shares will become nonforfeitable.
6. Other Terminations. In the event that you are no longer a NonEmployee Director before the Vesting Date other than as specified in Sections 4 or 5 above, you will forfeit any Shares that have not become nonforfeitable by you at the time of such termination, unless otherwise determined by the Board and/or in accordance with the Plan.
7. Payment of Dividend Equivalents. From and after the Date of Grant and until the time when the Shares become nonforfeitable, on the date that Gentex pays a cash dividend (if any) to holders of shares of Common Stock generally, you will be entitled to payments of such dividends on the Shares.
8. Shares Nontransferable. Neither the Shares nor any interest therein will be transferable or assignable other than by will or the laws of descent and distribution prior to the Vesting Date.
9. Adjustments. Gentex will make any adjustments in the number of Shares that Gentex may determine to be equitably required to prevent any dilution or expansion of your rights under this Agreement that otherwise would result from any (A) stock dividend, stock split, reverse stock split, combination of shares, recapitalization or other change in the capital structure of Gentex, (B) merger, consolidation, spinoff, splitoff, spinout, splitup, separation, reorganization, partial or complete liquidation involving Gentex or other distribution of assets, issuance of rights or warrants to purchase securities of Gentex, or (C) other transaction or event having an effect similar to any of those referred to in Sections 10(A) or 10(B). Furthermore, in the event that any transaction or event described or referred to in the immediately preceding sentence will occur, Gentex may provide in substitution of any or all of your rights under this Agreement such alternative consideration as Gentex may determine in good faith to be equitable under the circumstances.
10. Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan be exempt from or comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to you. This Agreement and the Plan will be administered in a manner consistent with this intent.
11. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan will govern. The Board or the Compensation Committee will, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of Shares hereunder.
12. Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment will adversely affect your rights under this Agreement without your consent (provided, however, that your consent will not be required to any amendment that is deemed necessary by Gentex to ensure exemption from or compliance with Section 409A of the Code).
13. Severability. If any provision of this Agreement or the application of any provision in this Agreement to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to anyother person or circumstances will not be affected, and the provisions so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.
14. Compliance with Law. Notwithstanding any other provision of this Agreement, the Shares covered by this Agreement will not be paid if the payment thereof would result in violation of any applicable federal or state securities law.
15. Successors and Assigns. Without limiting Section 8 above, the provisions of this Agreement will inure to the benefit of, and be binding upon, your successors, administrators, heirs, legal representatives and assigns, and the successors and assigns of Gentex.
16. Governing Law. This Agreement will be governed by and construed in accordance with the internal substantive laws of the State of Michigan, without giving effect to any principles of conflict of laws thereof.
17. Failure to Enforce Not a Waiver. The failure of Gentex to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
The parties hereto have executed this Agreement effective as of the Date of Grant.
Gentex Corporation
By /s/ Kevin Nash
Kevin Nash
Its Chief Financial Officer
The undersigned hereby accepts and agrees to all terms and provisions of this Agreement.
EXHIBIT 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER OF GENTEX CORPORATION
I, Steven R. Downing, 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 officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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) designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
d) disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 1, 2019
/s/ Steven R. Downing
Steven R. Downing
President and Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER OF GENTEX CORPORATION
I, Kevin C. Nash, 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 officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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) designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
d) disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 1, 2019
/s/ Kevin C. Nash
Kevin C. Nash
Vice President, Finance; Chief Financial Officer and Treasurer
EXHIBIT 32
CERTIFICATE PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002 (18-U.S.C. § 1350)
Each, Steven R. Downing, Chief Executive Officer of Gentex Corporation, and Kevin C. Nash, Chief Financial Officer of Gentex Corporation, certify to the best of their knowledge and belief, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that:
(1) The quarterly report on Form 10-Q for the quarterly period ended September 30, 2019, which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in this quarterly report on Form 10-Q of the quarterly period ended September 30, 2019, fairly presents, in all material respects, the financial condition and results of operations of Gentex Corporation.
Dated: November 1, 2019
GENTEX CORPORATION
By /s/ Steven R. Downing
Steven R. Downing
Its Chief Executive Officer
By /s/ Kevin C. Nash
Kevin C. Nash
Its Chief Financial Officer