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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 20, 2005
GENTEX CORPORATION
(Exact Name of Registrant as Specified in Charter)
MICHIGAN 0-10235 38-2030505
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
600 North Centennial Street
Zeeland, Michigan 49464
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (616) 772-1800
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Section Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240-14d-2(b)).
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)).
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SECTION 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS
On April 20, 2005, Gentex Corporation issued a news release announcing results
for the first quarter ended March 31, 2005. A copy of the news release is
attached as Exhibit 99.1 to this Form 8-K.
The information in this Form 8-K and the attached Exhibit shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, except as shall be expressly set forth by specific reference in
such filing.
SECTION 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit
99.1 - News Release Dated April 20, 2005.
SIGNATURE
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.
Dated: April 20, 2005 GENTEX CORPORATION
(Registrant)
By: /s/ Enoch Jen
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Enoch Jen
Vice President - Finance and
Chief Financial Officer
Exhibit 99.1
EXHIBIT INDEX
99.1 News Release Dated April 20, 2005
[LOGO OF GENTEX CORPORATION]
CONTACT: Connie Hamblin RELEASE: April 20, 2005
(616) 772-1800
GENTEX REPORTS FIRST QUARTER RESULTS AND ANNOUNCES
EXTENSION OF GENERAL MOTORS LONG-TERM AGREEMENT
ZEELAND, Michigan, April 20, 2005 -- Gentex Corporation, the Zeeland,
Michigan-based manufacturer of automatic-dimming rearview mirrors and commercial
fire protection products, today reported financial results for the first quarter
ended March 31, 2005. The Company also reported that it has recently negotiated
an extension to its long-term agreement with General Motors Corporation (GM) for
interior auto-dimming rearview mirrors.
The Company's net sales declined by one percent from $129.3 million in
the first quarter of 2004 to $127.6 million in the first quarter of 2005.
Revenues were down slightly even though auto-dimming mirror unit shipments
increased by two percent, primarily due to price reductions granted to
automakers and a shift in mirror product mix.
First quarter net income declined by 13 percent to $25.9 million
compared with $29.8 million in the first quarter last year. Earnings per diluted
share were 17 cents in the first quarter of 2005 compared with 19 cents in the
first quarter of 2004. Due to the Company's April 1, 2005, announcement of a
two-for-one stock split effected in the form of a 100 percent common stock
dividend for each share outstanding, all share and per share calculations for
the first quarter ended March 31, 2005, are reported on a post-split basis. The
ex-dividend date (date on which the share price will be halved and shares
outstanding will double) will be May 9, 2005.
"We knew that the first quarter was going to be tough, given the current
environment at certain automotive customers headquartered in North America,"
said Gentex Executive Vice President Garth Deur. "There were a number of
unforeseen additional vehicle assembly plant shutdowns at GM that not only
contributed to the lower unit shipment growth rate, but also to a less favorable
mix of mirror unit shipments.
"Despite the weakness at GM, our strong mirror unit shipments to
European and Asian transplant assembly operations in North America and to our
customers in Europe resulted in net unit growth for the quarter," said Deur.
The Company also reported that it recently negotiated an extension to
its existing long-term agreement with GM whereby Gentex will be sourced all of
the interior auto-dimming mirror programs for GM and its worldwide affiliates
through 2009.
"The extension of this agreement represents incremental featured
interior auto-dimming mirror units in the range of 500,000 annually, beginning
in the second half of 2005," said Deur. The Company's previous agreement with GM
was through the 2006 model year.
Gentex Corporation
During the first quarter ended March 31, 2005, the Company's gross
margin declined on both a year-over-year and sequential basis, primarily due to
customer price reductions and lower sales growth combined with higher fixed
overhead expense.
"With the relatively flat year-over-year mirror unit shipments, we ran
production lines at lower volumes," said Deur. "Leverage is important to our
gross margin, and we believe that we'll have more of an opportunity to leverage
our fixed manufacturing overhead costs starting in the second quarter of 2005,
and ramping up through the rest of the year. We currently expect unit shipment
growth in the second quarter of five to ten percent compared to the second
quarter of 2004."
Deur said that the Company's current estimate for mirror unit shipment
growth for calendar 2005 is approximately ten percent. The unit shipment
estimates provided by the Company for the 2005 second quarter and calendar year
are based on the generally flat light vehicle production forecasts of CSM for
North America, Europe, Japan and Korea.
Some of the incremental growth in the second half of 2005 will come from
new vehicle models that will offer the Company's proprietary SmartBeam(TM)
Intelligent High-Beam Headlamp Control System, according to Deur. The Jeep
Commander and Jeep Grand Cherokee SRT8, new models in the Jeep family of
vehicles, will offer SmartBeam as part of a safety package in the 2006 model
year. The new 2006 Cadillac DTS also will offer SmartBeam in an option package.
"The successful launch of the SmartBeam product on 2005 model year
programs at both Cadillac and Jeep have resulted in this new business on these
three additional vehicle models for the 2006 model year," said Deur. "We're also
looking forward to launching SmartBeam for a major European automaker starting
early next year, and the significant interest from other automakers gives us
more confidence that SmartBeam will become an important business for Gentex."
Automotive revenues decreased by one percent to $122.0 million in the
first quarter of 2005 compared with the same period last year. Fire Protection
revenues increased two percent to $5.7 million for the first quarter of 2005
compared with the first quarter of 2004.
Total auto-dimming mirror unit shipments in the first quarter were
approximately 3.0 million, a two percent increase over the same period last
year.
Auto-dimming mirror unit shipments to customers in North America
declined by four percent in the first quarter of 2005 compared with the same
quarter last year. North American light vehicle production declined by five
percent in the first quarter of 2005 compared with the same period in 2004.
Unit shipments to offshore customers increased by seven percent in the
first quarter of 2005 compared with the same period in 2004. The growth in
offshore unit shipments is primarily attributable to increased vehicle
penetration in Europe. Light vehicle production in Europe increased by one
percent in the first quarter of 2005 and by four percent for Japan and Korea in
that same period, compared with the same prior year periods.
Gentex Corporation
This news release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act, as amended, that are based on management's belief,
assumptions, current expectations, estimates and projections about the global
automotive industry, the economy and the Company itself. Words like
"anticipates," "believes," "confident," "estimates," "expects," "forecast,"
"likely," "plans," "projects," and "should," and variations of such words and
similar expressions identify forward-looking statements. These statements do not
guarantee future performance and involve certain risks, uncertainties, and
assumptions that are difficult to predict with regard to timing, expense,
likelihood and degree of occurrence. These risks include, without limitation,
employment and general economic conditions, the pace of economic recovery in the
U.S. and in international markets, the pace of automotive production worldwide,
the types of products purchased by customers, competitive pricing pressures,
currency fluctuations, the financial strength of the Company's customers, the
mix of products purchased by customers, the ability to continue to make product
innovations, the success of newly introduced products (e.g. SmartBeam), and
other risks identified in the Company's filings with the Securities and Exchange
Commission. Therefore actual results and outcomes may materially differ from
what is expressed or forecasted. Furthermore, the Company undertakes no
obligation to update, amend, or clarify forward-looking statements, whether as a
result of new information, future events, or otherwise.
A conference call related to this news release will be simulcast live on
the Internet beginning at 1:30 p.m. Eastern Daylight Saving Time. To access that
call, go to www.gentex.com and select the "Audio Webcast" icon in the lower
right-hand corner of the page. Other conference calls hosted by the Company will
also be available at that site in the future.
Founded in 1974, Gentex Corporation (Nasdaq: GNTX) is an international
company that provides high-quality products to the worldwide automotive industry
and North American fire protection market. Based in Zeeland, Michigan, the
Company develops, manufactures and markets interior and exterior
automatic-dimming automotive rearview mirrors that utilize proprietary
electrochromic technology to dim in proportion to the amount of headlight glare
from trailing vehicle headlamps. Many of the mirrors are sold with advanced
electronic features, and approximately 96 percent of the Company's revenues are
derived from the sales of auto-dimming mirrors to nearly every major automaker
in the world.
GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three Months Ended March 31,
--------------------------------
2005 2004
-------------- --------------
Net Sales $ 127,641,720 $ 129,327,548
Costs and Expenses
Cost of Goods Sold 79,588,903 74,443,276
Engineering, Research & Development 7,977,385 7,443,288
Selling, General & Administrative 6,839,831 6,745,121
Other Expense (Income) (4,623,369) (3,474,612)
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Total Costs and Expenses 89,782,750 85,157,073
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Income Before Provision
for Income Taxes 37,858,970 44,170,475
Provision for Income Taxes 11,926,000 14,355,000
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Net Income $ 25,932,970 $ 29,815,475
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Earnings Per Share
Basic $ 0.17 $ 0.19
Diluted $ 0.17 $ 0.19
Weighted Average Shares:
Basic 155,215,506 153,704,754
Diluted 156,713,620 156,874,134
Cash Dividends Declared per Share $ 0.085 $ 0.075
Note: All share and per share amounts reflect the 2-for-1 stock split that will
be effected in the form of a 100 percent common stock dividend for each share
outstanding, announced on April 1, 2005. The ex-dividend date will be May 9,
2005.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
March 31, Dec. 31,
2005 2004
-------------- --------------
ASSETS
Cash and Short-Term Investments $ 516,890,229 $ 494,880,260
Other Current Assets 106,447,610 97,728,834
-------------- --------------
Total Current Assets 623,337,839 592,609,094
Plant and Equipment - Net 140,775,607 135,649,119
Long-Term Investments and Other Assets 125,860,134 128,601,215
-------------- --------------
Total Assets $ 889,973,580 $ 856,859,428
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LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities $ 71,780,023 $ 50,856,258
Long-Term Debt 0 0
Deferred Income Taxes 21,119,113 22,723,198
Shareholders' Investment 797,074,444 783,279,972
-------------- --------------
Total Liabilities & Shareholders' Investment $ 889,973,580 $ 856,859,428
============== ==============
[LOGO OF GENTEX CORPORATION]
AUTO-DIMMING MIRROR UNIT SHIPMENTS
(Thousands)
FIRST QUARTER
ENDED MARCH 31,
-------------------
2005 2004 % CHANGE
-------- -------- --------
Domestic Interior 1,039 1,070 -3%
Domestic Exterior 434 462 -6%
Total Domestic Units 1,473 1,533 -4%
Foreign Interior 1,141 1,066 7%
Foreign Exterior 416 383 9%
Total Foreign Units 1,557 1,449 7%
Total Interior Mirrors 2,180 2,137 2%
Total Exterior Mirrors 850 846 1%
Total Mirror Units 3,030 2,982 2%
Note: Certain prior year amounts have been reclassified to conform with the
current year presentation. Amounts may not total due to rounding.
End of Filing