ü
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Michigan
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38-2030505
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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600 N. Centennial, Zeeland, Michigan
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49464
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ü
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Class
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Shares Outstanding, July 24, 2014
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Common Stock, $.06 Par Value
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|
146,207,067
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Part I - Financial Information
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Page
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Item 1.
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||
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||
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Item 2.
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Item 3.
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Item 4.
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||
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Part II - Other Information
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Item 1A.
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||
Item 6.
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||
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||
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June 30, 2014
(Unaudited)
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December 31, 2013
(Note)
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||||
ASSETS
|
|
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||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
391,650,469
|
|
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$
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309,591,724
|
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Accounts receivable, net
|
178,281,000
|
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143,046,590
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||
Inventories
|
125,211,874
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120,074,164
|
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Prepaid expenses and other
|
38,564,835
|
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28,473,764
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Total current assets
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733,708,178
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601,186,242
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||||
PLANT AND EQUIPMENT—NET
|
358,316,077
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357,021,225
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||||
OTHER ASSETS
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|
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||||
Goodwill
|
307,365,845
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307,365,845
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Long-term investments
|
109,797,786
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107,005,522
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Intangible Assets, net
|
356,525,000
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366,175,000
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Patents and other assets, net
|
24,321,193
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25,334,600
|
|
||
Total other assets
|
798,009,824
|
|
|
805,880,967
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Total assets
|
$
|
1,890,034,079
|
|
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$
|
1,764,088,434
|
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||||
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
|
|
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||||
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||||
CURRENT LIABILITIES
|
|
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||||
Accounts payable
|
$
|
55,820,675
|
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$
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56,510,321
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Accrued liabilities
|
72,992,648
|
|
|
63,470,093
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|
||
Total current liabilities
|
128,813,323
|
|
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119,980,414
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LONG TERM DEBT
|
261,875,000
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265,625,000
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DEFERRED INCOME TAXES
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51,607,443
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50,879,337
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||||
TOTAL LIABILITIES
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442,295,766
|
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436,484,751
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||||
SHAREHOLDERS’ INVESTMENT
|
|
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||||
Common stock
|
8,775,424
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8,734,681
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Additional paid-in capital
|
501,953,007
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478,865,778
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|
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Retained earnings
|
919,492,148
|
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818,027,861
|
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Accumulated other comprehensive income
|
17,517,734
|
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21,975,363
|
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Total shareholders’ investment
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1,447,738,313
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1,327,603,683
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||
Total liabilities and shareholders’ investment
|
$
|
1,890,034,079
|
|
|
$
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1,764,088,434
|
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2014
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2013
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2014
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|
2013
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||||||||
NET SALES
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$
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338,436,964
|
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$
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286,973,898
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$
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674,176,308
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$
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556,472,867
|
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|
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||||||||
COST OF GOODS SOLD
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204,144,736
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184,361,279
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408,585,273
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360,396,745
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||||
Gross profit
|
134,292,228
|
|
|
102,612,619
|
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265,591,035
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196,076,122
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||||||||
OPERATING EXPENSES:
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||||||||
Engineering, research and development
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20,234,074
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18,864,182
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40,723,301
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37,547,758
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||||
Selling, general & administrative
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14,222,716
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12,152,166
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27,854,750
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23,078,454
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|
||||
Total operating expenses
|
34,456,790
|
|
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31,016,348
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68,578,051
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60,626,212
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||||
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||||||||
Income from operations
|
99,835,438
|
|
|
71,596,271
|
|
|
197,012,984
|
|
|
135,449,910
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||||
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||||||||
OTHER INCOME
|
|
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||||||||
Investment income
|
398,005
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|
625,717
|
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723,163
|
|
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1,121,130
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|
||||
Other, net
|
5,388,560
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4,906,951
|
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9,577,946
|
|
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6,311,811
|
|
||||
Total other income
|
5,786,565
|
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5,532,668
|
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10,301,109
|
|
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7,432,941
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before provision for income taxes
|
105,622,003
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|
77,128,939
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207,314,093
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142,882,851
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||||
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||||||||
PROVISION FOR INCOME TAXES
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28,895,257
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25,031,542
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62,021,276
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45,354,887
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||||
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||||||||
NET INCOME
|
$
|
76,726,746
|
|
|
$
|
52,097,397
|
|
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$
|
145,292,817
|
|
|
$
|
97,527,964
|
|
|
|
|
|
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||||||||
EARNINGS PER SHARE:
|
|
|
|
|
|
|
|
||||||||
Basic
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$
|
0.53
|
|
|
$
|
0.36
|
|
|
$
|
1.00
|
|
|
$
|
0.68
|
|
Diluted
|
$
|
0.52
|
|
|
$
|
0.36
|
|
|
$
|
0.99
|
|
|
$
|
0.68
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Dividends Declared per Share
|
$
|
0.16
|
|
|
$
|
0.14
|
|
|
$
|
0.30
|
|
|
$
|
0.28
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net Income
|
$
|
76,726,746
|
|
|
$52,097,397
|
|
$145,292,817
|
|
$97,527,964
|
||||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(241,489
|
)
|
|
229,115
|
|
|
(332,739
|
)
|
|
(372,634
|
)
|
||||
Unrealized gains (losses) on available-for sales securities, net
|
(2,653,194
|
)
|
|
(3,674,340
|
)
|
|
(6,345,985
|
)
|
|
5,520,521
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), before tax
|
(2,894,683
|
)
|
|
(3,445,225
|
)
|
|
(6,678,724
|
)
|
|
5,147,887
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Provision (Benefit) for income taxes related to components of other comprehensive income
|
(928,618
|
)
|
|
(1,286,019
|
)
|
|
(2,221,095
|
)
|
|
1,932,182
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income, net of tax
|
(1,966,065
|
)
|
|
(2,159,206
|
)
|
|
(4,457,629
|
)
|
|
3,215,705
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive Income
|
$
|
74,760,681
|
|
|
$
|
49,938,191
|
|
|
$
|
140,835,188
|
|
|
$
|
100,743,669
|
|
|
2014
|
|
2013
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
145,292,817
|
|
|
$
|
97,527,964
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
39,592,545
|
|
|
27,566,632
|
|
||
Gain on disposal of assets
|
(35,000
|
)
|
|
—
|
|
||
Loss on disposal of assets
|
374,925
|
|
|
2,010,463
|
|
||
Gain on sale of investments
|
(12,213,259
|
)
|
|
(8,567,087
|
)
|
||
Loss on sale of investments
|
647,520
|
|
|
714,756
|
|
||
Deferred income taxes
|
667,802
|
|
|
(3,024,452
|
)
|
||
Stock-based compensation expense related to employee stock options, employee stock purchases and restricted stock
|
10,147,262
|
|
|
8,077,955
|
|
||
Excess tax benefits from stock-based compensation
|
(1,403,740
|
)
|
|
(1,495,850
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(35,234,410
|
)
|
|
(10,607,330
|
)
|
||
Inventories
|
(5,137,710
|
)
|
|
43,928,296
|
|
||
Prepaid expenses and other
|
(7,809,607
|
)
|
|
329,541
|
|
||
Accounts payable
|
(689,646
|
)
|
|
589,628
|
|
||
Accrued liabilities, excluding dividends declared
|
7,906,087
|
|
|
15,235,030
|
|
||
Net cash provided by operating activities
|
142,105,586
|
|
|
172,285,546
|
|
||
|
|
|
|
||||
CASH FLOWS USED FOR INVESTING ACTIVITIES:
|
|
|
|
||||
Activity in available-for-sale securities:
|
|
|
|
||||
Sales proceeds
|
55,370,528
|
|
|
31,899,490
|
|
||
Maturities and calls
|
—
|
|
|
6,250,000
|
|
||
Purchases
|
(52,943,104
|
)
|
|
(51,633,929
|
)
|
||
Plant and equipment additions
|
(30,248,002
|
)
|
|
(24,067,012
|
)
|
||
Proceeds from sale of plant and equipment
|
35,005
|
|
|
15,510
|
|
||
(Increase) decrease in other assets
|
(683,656
|
)
|
|
(531,456
|
)
|
||
Net cash used for investing activities
|
(28,469,229
|
)
|
|
(38,067,397
|
)
|
||
|
|
|
|
||||
CASH FLOWS USED FOR FINANCING ACTIVITIES:
|
|
|
|
||||
Repayment of long-term debt
|
(3,750,000
|
)
|
|
—
|
|
||
Issuance of common stock from stock plan transactions
|
11,576,970
|
|
|
16,030,793
|
|
||
Cash dividends paid
|
(40,808,322
|
)
|
|
(38,701,691
|
)
|
||
Excess tax benefits from stock-based compensation
|
1,403,740
|
|
|
1,495,850
|
|
||
Net cash used for financing activities
|
(31,577,612
|
)
|
|
(21,175,048
|
)
|
||
|
|
|
|
||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
82,058,745
|
|
|
113,043,101
|
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS, beginning of period
|
309,591,724
|
|
|
389,678,664
|
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
391,650,469
|
|
|
$
|
502,721,765
|
|
(1)
|
Basis of Presentation
|
(2)
|
Adoption of New Accounting Standards
|
(3)
|
Goodwill and Other Intangible Assets
|
Other Intangible Assets
|
Gross
|
Accumulated Amortization
|
Net
|
Assumed Useful Life
|
||||||
HomeLink
®
Trade Names and Trademarks
|
$
|
52,000,000
|
|
$
|
—
|
|
$
|
52,000,000
|
|
Indefinite
|
HomeLink
®
Technology
|
180,000,000
|
|
(11,250,000
|
)
|
168,750,000
|
|
12 years
|
|||
Existing Customer Platforms
|
43,000,000
|
|
(3,225,000
|
)
|
39,775,000
|
|
10 years
|
|||
Exclusive Licensing Agreement
|
96,000,000
|
|
—
|
|
96,000,000
|
|
Indefinite
|
|||
Total other identifiable intangible assets
|
$
|
371,000,000
|
|
$
|
(14,475,000
|
)
|
$
|
356,525,000
|
|
|
(4)
|
Investments
|
|
|
|
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
|
June 30, 2014
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Cash & Cash Equivalents
|
$
|
391,650,469
|
|
|
$
|
391,650,469
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-Term Investments:
|
|
|
|
|
|
|
|
||||||||
Other
|
65
|
|
|
65
|
|
|
—
|
|
|
—
|
|
||||
Long-Term Investments:
|
|
|
|
|
|
|
|
||||||||
Common Stocks
|
23,987,403
|
|
|
23,987,403
|
|
|
—
|
|
|
—
|
|
||||
Mutual Funds – Equity
|
85,810,383
|
|
|
85,810,383
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
501,448,320
|
|
|
$
|
501,448,320
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
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, 2013
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Cash & Cash Equivalents
|
$
|
309,591,724
|
|
|
$
|
309,591,724
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-Term Investments:
|
|
|
|
|
|
|
|
||||||||
Common Stocks
|
33,282,439
|
|
|
33,282,439
|
|
|
—
|
|
|
—
|
|
||||
Mutual Funds – Equity
|
73,723,083
|
|
|
73,723,083
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
416,597,246
|
|
|
$
|
416,597,246
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Unrealized
|
|
|
||||||||||
|
Cost
|
|
Gains
|
|
Losses
|
|
Market Value
|
||||||||
Short-Term Investments:
|
|
|
|
|
|
|
|
||||||||
Other
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65
|
|
Long-Term Investments:
|
|
|
|
|
|
|
|
||||||||
Common Stocks
|
15,871,777
|
|
|
8,399,886
|
|
|
(284,260
|
)
|
|
23,987,403
|
|
||||
Mutual Funds – Equity
|
70,322,085
|
|
|
15,489,334
|
|
|
(1,036
|
)
|
|
85,810,383
|
|
||||
Total
|
$
|
86,193,927
|
|
|
$
|
23,889,220
|
|
|
$
|
(285,296
|
)
|
|
$
|
109,797,851
|
|
|
|
|
Unrealized
|
|
|
||||||||||
|
Cost
|
|
Gains
|
|
Losses
|
|
Market Value
|
||||||||
Long-Term Investments:
|
|
|
|
|
|
|
|
||||||||
Common Stocks
|
$
|
22,799,035
|
|
|
$
|
10,532,007
|
|
|
$
|
(48,603
|
)
|
|
$
|
33,282,439
|
|
Mutual Funds – Equity
|
54,256,577
|
|
|
19,466,506
|
|
|
—
|
|
|
73,723,083
|
|
||||
Total
|
$
|
77,055,612
|
|
|
$
|
29,998,513
|
|
|
$
|
(48,603
|
)
|
|
$
|
107,005,522
|
|
|
Aggregate Unrealized Losses
|
|
Aggregate Fair Value
|
||||
Less than one year
|
$
|
285,296
|
|
|
$
|
4,179,684
|
|
|
Aggregate Unrealized Losses
|
|
Aggregate Fair Value
|
||||
Less than one year
|
$
|
48,603
|
|
|
$
|
1,886,080
|
|
(5)
|
Inventories consisted of the following at the respective balance sheet dates:
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Raw materials
|
$
|
78,340,632
|
|
|
$
|
75,081,810
|
|
Work-in-process
|
22,673,765
|
|
|
21,409,976
|
|
||
Finished goods
|
24,197,477
|
|
|
23,582,378
|
|
||
Total Inventory
|
$
|
125,211,874
|
|
|
$
|
120,074,164
|
|
(6)
|
Earnings Per Share
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Numerators:
|
|
|
|
|
|
|
|
||||||||
Numerator for both basic and diluted EPS, net income
|
$
|
76,726,746
|
|
|
$
|
52,097,397
|
|
|
$
|
145,292,817
|
|
|
$
|
97,527,964
|
|
Denominators:
|
|
|
|
|
|
|
|
||||||||
Denominator for basic EPS, weighted-average shares outstanding
|
145,215,130
|
|
|
143,240,333
|
|
|
145,059,684
|
|
|
142,888,337
|
|
||||
Potentially dilutive shares resulting from stock plans
|
1,284,363
|
|
|
770,292
|
|
|
1,558,905
|
|
|
649,655
|
|
||||
Denominator for diluted EPS
|
146,499,493
|
|
|
144,010,625
|
|
|
146,618,589
|
|
|
143,537,992
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Shares related to stock plans not included in diluted average common shares outstanding because their effect would be anti-dilutive
|
2,994,629
|
|
|
3,270,342
|
|
|
995,177
|
|
|
3,454,067
|
|
(7)
|
Stock-Based Compensation Plans
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Dividend Yield
(1)
|
2.24
|
%
|
|
2.68
|
%
|
|
2.29
|
%
|
|
2.73
|
%
|
Expected volatility
(2)
|
38.92
|
%
|
|
45.79
|
%
|
|
39.64
|
%
|
|
45.96
|
%
|
Risk-free interest rate
(3)
|
1.62
|
%
|
|
1.41
|
%
|
|
1.68
|
%
|
|
1.09
|
%
|
Expected term of options (years)
(4)
|
4.01
|
|
|
4.01
|
|
|
3.99
|
|
|
4.02
|
|
Weighted-avg. grant date fair value
|
$7.85
|
|
$6.98
|
|
$8.19
|
|
$6.54
|
(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.
|
(8)
|
Comprehensive Income
|
|
For Three Months Ended June 30,
|
|
For Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
2,416,672
|
|
|
$
|
1,857,184
|
|
|
$
|
2,507,922
|
|
|
$
|
2,458,933
|
|
Other Comprehensive income before reclassifications
|
(241,489
|
)
|
|
229,115
|
|
|
(332,739
|
)
|
|
(372,634
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net current-period change
|
(241,489
|
)
|
|
229,115
|
|
|
(332,739
|
)
|
|
(372,634
|
)
|
||||
Balance at end of period
|
2,175,183
|
|
|
2,086,299
|
|
|
2,175,183
|
|
|
2,086,299
|
|
||||
Unrealized gains(losses) on available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
17,067,127
|
|
|
21,088,438
|
|
|
19,467,441
|
|
|
15,111,778
|
|
||||
Other Comprehensive income before reclassifications
|
2,527,930
|
|
|
881,260
|
|
|
3,392,840
|
|
|
8,692,354
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(4,252,506
|
)
|
|
(3,269,581
|
)
|
|
(7,517,730
|
)
|
|
(5,104,015
|
)
|
||||
Net current-period change
|
(1,724,576
|
)
|
|
(2,388,321
|
)
|
|
(4,124,890
|
)
|
|
3,588,339
|
|
||||
Balance at end of period
|
15,342,551
|
|
|
18,700,117
|
|
|
15,342,551
|
|
|
18,700,117
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Accumulated other comprehensive income, end of period
|
$
|
17,517,734
|
|
|
$
|
20,786,416
|
|
|
$
|
17,517,734
|
|
|
$
|
20,786,416
|
|
Details about Accumulated Other Comprehensive Income Components
|
|
Amounts Reclassified from Other Comprehensive Income
|
|
Affected Line item in the Statement of Consolidated Income
|
||||||||||||||
|
|
For the Three Months ended June 30,
|
|
For the Six Months ended
June 30,
|
|
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
|
||||||||
Unrealized gains on available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
||||||||
Realized gain on sale of securities
|
|
$
|
6,542,318
|
|
|
$
|
5,030,124
|
|
|
$
|
11,565,739
|
|
|
$
|
7,852,331
|
|
|
Other, net
|
Provision for Income Taxes
|
|
(2,289,812
|
)
|
|
(1,760,543
|
)
|
|
(4,048,009
|
)
|
|
(2,748,316
|
)
|
|
Provision for Income Taxes
|
||||
Total reclassifications for the period
|
|
$
|
4,252,506
|
|
|
$
|
3,269,581
|
|
|
$
|
7,517,730
|
|
|
$
|
5,104,015
|
|
|
Net of tax
|
(9)
|
Debt and Financing Arrangements
|
(10)
|
Equity
|
(11)
|
Contingencies
|
(12)
|
Segment Reporting
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Automotive Products
|
$
|
329,557,679
|
|
|
$
|
279,789,872
|
|
|
$
|
655,921,786
|
|
|
$
|
542,757,372
|
|
Other
|
8,879,285
|
|
|
7,184,026
|
|
|
18,254,522
|
|
|
13,715,495
|
|
||||
Total
|
$
|
338,436,964
|
|
|
$
|
286,973,898
|
|
|
$
|
674,176,308
|
|
|
$
|
556,472,867
|
|
Income from operations:
|
|
|
|
|
|
|
|
||||||||
Automotive Products
|
$
|
96,849,968
|
|
|
$
|
69,959,655
|
|
|
$
|
190,294,435
|
|
|
$
|
132,621,089
|
|
Other
|
2,985,470
|
|
|
1,636,616
|
|
|
6,718,549
|
|
|
2,828,821
|
|
||||
Total
|
$
|
99,835,438
|
|
|
$
|
71,596,271
|
|
|
$
|
197,012,984
|
|
|
$
|
135,449,910
|
|
|
Three Months Ended June 30,
|
|
Six Months ended June 30,
|
||||||||||||||
|
2014
|
|
2013
|
|
%
Change
|
|
2014
|
|
2013
|
|
%
Change
|
||||||
North American Interior Mirrors
|
2,119
|
|
|
1,998
|
|
|
6
|
%
|
|
4,094
|
|
|
4,030
|
|
|
2
|
%
|
North American Exterior Mirrors
|
629
|
|
|
558
|
|
|
13
|
%
|
|
1,165
|
|
|
1,068
|
|
|
9
|
%
|
Total North American Mirror Units
|
2,748
|
|
|
2,556
|
|
|
8
|
%
|
|
5,259
|
|
|
5,098
|
|
|
3
|
%
|
International Interior Mirrors
|
3,310
|
|
|
2,889
|
|
|
15
|
%
|
|
6,573
|
|
|
5,535
|
|
|
19
|
%
|
International Exterior Mirrors
|
1,324
|
|
|
1,174
|
|
|
13
|
%
|
|
2,675
|
|
|
2,291
|
|
|
17
|
%
|
Total International Mirror Units
|
4,634
|
|
|
4,063
|
|
|
14
|
%
|
|
9,247
|
|
|
7,826
|
|
|
18
|
%
|
Total Interior Mirrors
|
5,429
|
|
|
4,887
|
|
|
11
|
%
|
|
10,667
|
|
|
9,564
|
|
|
12
|
%
|
Total Exterior Mirrors
|
1,953
|
|
|
1,732
|
|
|
13
|
%
|
|
3,839
|
|
|
3,359
|
|
|
14
|
%
|
Total Auto-Dimming Mirror Units
|
7,382
|
|
|
6,619
|
|
|
12
|
%
|
|
14,506
|
|
|
12,924
|
|
|
12
|
%
|
|
June 30, 2014
|
|
December 31, 2013
|
|
|||
Working Capital
|
$
|
604,894,855
|
|
|
$
|
481,205,828
|
|
Long Term Investments
|
109,797,786
|
|
|
107,005,522
|
|
||
Total
|
$
|
714,692,641
|
|
|
$
|
588,211,350
|
|
Item 3.
|
Quantitative And Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls And Procedures.
|
Item 1A.
|
Risk Factors.
|
Item 6.
|
Exhibits.
|
See Exhibit Index on Page
26
|
|
|
|
GENTEX CORPORATION
|
|
|
|
|
Date:
|
August 7, 2014
|
|
/s/ Fred T. Bauer
|
|
|
|
Fred T. Bauer
|
|
|
|
Chairman and Chief
|
|
|
|
Executive Officer (Principal Executive Officer) on behalf of Gentex Corporation
|
|
|
|
|
Date:
|
August 7, 2014
|
|
/s/ Steven R. Downing
|
|
|
|
Steven R. Downing
|
|
|
|
Vice President – Finance and Treasurer
|
|
|
|
(Principal Financial Officer) on behalf of Gentex Corporation
|
|
|
|
|
Date:
|
August 7, 2014
|
|
/s/ Kevin C. Nash
|
|
|
|
Kevin C. Nash
|
|
|
|
Vice President - Accounting
|
|
|
|
(Principal Accounting Officer) on behalf of Gentex Corporation
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
Registrant's Restated Articles of Incorporation, adopted on August 20, 2004, were filed as Exhibit 3(a) to Registrant's Report on Form 10-Q dated November 2, 2004, and an Amendment to the Registrant's Restated Articles of Incorporation, adopted as of May 18, 2012, was filed as Exhibit 3.1(i) to the Registrant's Form 8-K dated May 22, 2012, and the same are hereby incorporated by reference, together with an Amendment to the Registrant's Restated Articles of Incorporation adopted as of May 15, 2014 which was included in the Registrant's Proxy statement which was filed with the Commission March 31, 2014 and the same is hereby incorporated by reference.
|
|
|
|
*10.1
|
|
Retirement from Service Agreement between Gentex Corporation and Bruce Los filed as exhibit to Registrant’s Report on Form 8-K dated June 16, 2014.
|
|
|
|
10.2
|
|
Gentex Corporation Employee Stock Option Plan (as amended and restated, effective February 20, 2014) was included in Registrant's Proxy Statement filed with the Commission on March 31, 2014, and the same is hereby incorporated herein by reference.
|
|
|
|
10.3
|
|
Specimen form of Grant Agreement for the Gentex Corporation Employee Stock Option Plan (as amended and restated, effective February 10, 2014.
|
|
|
|
10.4
|
|
Amendment to the Gentex Corporation 2012 Amended and Restated Nonemployee Director Stock Option Plan (effective February 16, 2012) was included in the Registrant's Proxy Statement filed with the Commission on March 31, 2014, and the same is hereby incorporated herein by reference.
|
|
|
|
10.5
|
|
Specimen form of Grant Agreement for the Gentex Corporation 2012 Amended and Restated Non-Employee Director Stock Option Plan, as amended.
|
|
|
|
31.1
|
|
Certificate of the Chief Executive Officer of Gentex Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
|
|
|
|
31.2
|
|
Certificate of the Chief Financial Officer of Gentex Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
|
|
|
|
32
|
|
Certificate of the Chief Executive Officer and Chief Financial Officer of Gentex Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Indicates a compensatory plan or arrangement.
|
1.
|
Timing:
|
2.
|
Pay and Benefits End Date:
|
3.
|
Stock Options:
|
4.
|
Employment Agreement:
|
5.
|
Indemnification
.
|
6.
|
Return of Company Documents and Other Property
.
|
7.
|
Compliance Confirmation and Indemnification
.
|
8.
|
Release and Waiver of Claims
.
|
9.
|
Medical Coverage / Cobra:
|
10.
|
Expense Reports:
|
11.
|
Acknowledgement:
|
12.
|
Future Visits to Gentex:
|
13.
|
Miscellaneous.
|
14.
|
Signature:
|
a.
|
If I sign this document at the time it is provided to me, I need to do nothing further; my pay and benefits will continue through the length of the defined Transition Period.
|
b.
|
If the signed agreement is returned to the Company’s Zeeland Headquarters postmarked no later than one week from the date it was issued to me (see the top of this document), my pay and benefits will continue through the length of the period of the Transition Period.
|
c.
|
If the signed agreement is returned to Gentex Zeeland Headquarters postmarked later than one week from the date it was issued to me, my severance pay and benefits will stop until the signed agreement is received if within 21 days of the date it was issued. Full severance benefits will be paid but delayed, if I sign and postmark within the 21 days.
|
d.
|
If the agreement is not returned within a 21 day period of the date it was issued, this Retirement Agreement and payments are no longer available to me.
|