<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000, OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
-------- --------
COMMISSION FILE NO. 0-10235
GENTEX CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2030505
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 N. CENTENNIAL, ZEELAND, MICHIGAN 49464
(Address of principal executive offices) (Zip Code)
(616) 772-1800
(Registrant's telephone number, including area code)
--------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
---------------- ---------------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
---------------- ----------------
APPLICABLE ONLY TO CORPORATE USERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares Outstanding
Class at July 18, 2000
----- ----------------
Common Stock, $0.06 Par Value 74,008,953
Exhibit Index located at page 10
Page 1 of 11
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
At June 30, 2000 and December 31, 1999
ASSETS
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------- -----------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $86,398,128 $69,227,972
Short term investments 28,565,301 25,505,657
Accounts receivable, net 40,037,537 30,633,501
Inventories 9,824,296 9,975,178
Prepaid expenses and other 2,613,592 2,873,276
------------------ ---------------------
Total current assets 167,438,854 138,215,584
PLANT AND EQUIPMENT - NET 79,177,128 71,338,053
OTHER ASSETS
Long-term investments 141,643,991 125,816,629
Patents and other assets, net 2,383,930 2,302,504
------------------ ---------------------
Total other assets 144,027,921 128,119,133
------------------ ---------------------
Total assets $390,643,903 $337,672,770
================== =====================
</TABLE>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
<TABLE>
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $9,228,230 $8,288,327
Accrued liabilities 13,533,575 8,181,884
------------------ ---------------------
Total current liabilities 22,761,805 16,470,211
DEFERRED INCOME TAXES 4,843,689 4,151,143
SHAREHOLDERS' INVESTMENT
Common stock 4,440,537 4,404,739
Additional paid-in capital 88,387,140 79,670,301
Other shareholders' equity 270,210,732 232,976,376
------------------ ---------------------
Total shareholders' investment 363,038,409 317,051,416
------------------ ---------------------
Total liabilities and
shareholders' investment $390,643,903 $337,672,770
================== =====================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-2-
<PAGE> 3
GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
----------------------------- -----------------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES $76,755,923 $66,889,149 $150,632,461 $132,507,339
COST OF GOODS SOLD 44,635,685 37,552,621 86,005,307 74,177,330
----------------------------- -----------------------------------
Gross profit 32,120,238 29,336,528 64,627,154 58,330,009
OPERATING EXPENSES:
Research and development 4,256,066 3,543,158 8,129,999 6,834,485
Selling, general
& administrative 4,501,495 3,634,323 8,640,635 7,048,531
----------------------------- -----------------------------------
Total operating expenses 8,757,561 7,177,481 16,770,634 13,883,016
----------------------------- -----------------------------------
Income from operations 23,362,677 22,159,047 47,856,520 44,446,993
OTHER INCOME (EXPENSE)
Interest and dividend income 3,008,014 1,825,062 5,684,296 3,469,541
Other, net 871,495 666,622 1,150,404 1,490,882
----------------------------- -----------------------------------
Total other income 3,879,509 2,491,684 6,834,700 4,960,423
----------------------------- -----------------------------------
Income before provision
for federal income taxes 27,242,186 24,650,731 54,691,220 49,407,416
PROVISION FOR FEDERAL INCOME TAXES 8,882,000 8,114,000 17,781,000 16,161,000
----------------------------- -----------------------------------
NET INCOME $18,360,186 $16,536,731 $36,910,220 $33,246,416
============================= ===================================
Earnings Per Share
Basic $0.25 $0.23 $0.50 $0.46
Diluted $0.24 $0.22 $0.49 $0.44
Weighted Average Shares:
Basic 73,897,916 72,993,935 73,715,860 72,694,625
Diluted 75,688,794 75,301,775 75,653,305 75,018,638
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-3-
<PAGE> 4
GENTEX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the 6 Months Ended June 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $36,910,220 $33,246,416
Adjustments to reconcile net income to net
cash provided by operating activities-
Depreciation and amortization 5,338,620 4,583,822
(Gain) Loss on disposal of equipment (8,481) (15,613)
Deferred income taxes 46,260 (22,428)
Amortization of deferred compensation 382,643 362,850
Change in assets and liabilities:
Accounts receivable, net (9,404,036) (1,484,224)
Inventories 150,882 687,192
Prepaid expenses and other 473,209 (1,250,175)
Accounts payable 939,903 4,845,273
Accrued liabilities 5,351,691 (39,825)
----------------- -----------------
Net cash provided by
operating activities 40,180,911 40,913,288
----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) Decrease in short-term investments (3,059,644) (880,944)
Plant and equipment additions (13,285,785) (9,577,502)
Proceeds from sale of plant and equipment 166,103 51,375
(Increase) Decrease in long-term investments (14,590,901) 1,081,375
(Increase) Decrease in other assets (167,993) (414,226)
----------------- -----------------
Net cash used for
investing activities (30,938,220) (9,739,922)
----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock and tax benefit of
stock plan transactions 7,927,465 11,300,626
----------------- -----------------
Net cash provided by
financing activities 7,927,465 11,300,626
----------------- -----------------
NET INCREASE IN CASH AND
CASH EQUIVALENTS 17,170,156 42,473,992
CASH AND CASH EQUIVALENTS,
beginning of period 69,227,972 50,027,747
----------------- -----------------
CASH AND CASH EQUIVALENTS,
end of period $86,398,128 $92,501,739
================= =================
</TABLE>
-4-
<PAGE> 5
GENTEX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) The condensed consolidated financial statements included herein have been
prepared by the Registrant, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Registrant believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Registrant's 1999 annual
report on Form 10-K.
(2) In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments, consisting of
only a normal and recurring nature, necessary to present fairly the
financial position of the Registrant as of June 30, 2000, and December 31,
1999, and the results of operations and cash flows for the interim periods
presented.
(3) Inventories consisted of the following at the respective quarter ends:
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------- -----------------
<S> <C> <C>
Raw materials $ 4,799,982 $4,910,081
Work-in-process 1,299,680 1,194,632
Finished goods 3,724,634 3,870,465
------------ ----------
$ 9,824,296 $9,975,178
============ ==========
</TABLE>
(4) 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 items such as unrealized gains and losses on certain
investments and foreign currency translation adjustments. Comprehensive
income was as follows:
<TABLE>
<CAPTION>
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
Quarter Ended $18,077,064 $18,449,477
Six Months Ended 37,676,885 34,117,839
</TABLE>
(5) The increase in common stock and additional paid-in capital during the
quarter and six months ended June 30, 2000, is attributable to the issuance
of 177,055 and 596,637 shares, respectively, of the Company's common stock
under its stock-based compensation plans.
(6) The Company currently manufactures electro-optic products, including
automatic-dimming rearview mirrors for the automotive industry and fire
protection products for the commercial building industry:
<TABLE>
<CAPTION>
Quarter Ended June 30, Six Months Ended June 30,
---------------------------------- -------------------------------------
Revenue: 2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Automotive Products $71,063,071 $61,575,636 $139,824,283 $122,205,203
Fire Protection Products 5,692,852 5,313,513 10,808,178 10,302,136
----------- ----------- ------------ ------------
Total $76,755,923 $66,889,149 $150,632,461 $132,507,339
=========== =========== ============ ============
Operating Income:
Automotive Products $22,228,526 $21,280,828 $45,861,559 $42,771,716
Fire Protection Products 1,134,151 878,219 1,994,961 1,675,277
----------- ----------- ----------- -----------
Total $23,362,677 $22,159,047 $47,856,520 $44,446,993
=========== =========== =========== ===========
</TABLE>
-5-
<PAGE> 6
GENTEX CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS:
SECOND QUARTER 2000 VERSUS SECOND QUARTER 1999
Net Sales. Net sales for the second quarter of 2000 increased by
approximately $9,867,000, or 15%, when compared with the second quarter
last year. Net sales of the Company's automotive mirrors increased by
15% as automatic mirror unit shipments increased by 14% from
approximately 1,493,000 in the second quarter of 1999 to 1,698,000 in
the current quarter. This increase reflected increased penetration on
2000 model year vehicles for interior and exterior electrochromic Night
Vision Safety(TM) (NVS(R)) Mirrors overseas. Shipments to customers in
North America decreased by 1%, primarily due to exterior mirror package
changes in certain General Motors sport/utility vehicles and the
Chrysler mini-van model changeover during the quarter. Mirror unit
shipments to automotive customers outside North America increased by
58% compared with the second quarter in 1999, primarily due to
increased interior and exterior mirror sub-assembly shipments to
European and Japanese automakers. Net sales of the Company's fire
protection products increased 7%, primarily due to higher sales of
certain of the Company's smoke detectors and signaling products.
Cost of Goods Sold. As a percentage of net sales, cost of goods sold
increased from 56% in the second quarter of 1999, to 58% for the
comparable period in 2000. This increased percentage primarily
reflected the start-up of the Company's third automotive manufacturing
facility, customer price reductions and some shifts in mirror product
mix.
Operating Expenses. Research and development expenses increased
approximately $713,000, and increased from 5% to 6% of net sales, when
compared with the same quarter last year, primarily reflecting
additional staffing, engineering and testing for new product
development, including mirrors with additional electronic features.
Selling, general and administrative expenses increased approximately
$867,000, and increased from 5% to 6% of net sales, when compared with
the second quarter of 1999. This increased expense primarily reflected
the start-up and expansion of the Company's overseas sales and
engineering offices.
Other Income - Net. Other income increased by approximately $1,388,000
when compared with the second quarter of 1999, primarily due to higher
interest rates and investable fund balances.
SIX MONTHS ENDED JUNE 30, 2000 VERSUS SIX MONTHS ENDED JUNE 30, 1999
Net Sales. Net sales for the six months ended June 30, 2000 increased
by approximately $18,125,000, or 14%, when compared with the same
period last year. Automatic mirror unit shipments increased from
approximately 2,983,000 in the first six months of 1999 to 3,431,000 in
the first six months of 2000. This increase primarily reflected
increased penetration on foreign 2000 model year vehicles for interior
and exterior electrochromic Night Vision Safety(TM) (NVS(R)) Mirrors.
Shipments to customers in North America increased by 2%, primarily due
to higher industry production levels, partially offset by exterior
mirror package changes on certain General Motors sport/utility
vehicles. Mirror unit shipments to automotive customers outside North
America increased by 51% compared with the first six months in 1999,
primarily due to increased interior and exterior mirror sub-assembly
shipments to European and Japanese automakers. Net sales of the
Company's fire protection products increased 5%, primarily due to
higher sales of certain of the Company's smoke detectors and signaling
products.
Cost of Goods Sold. As a percentage of net sales, cost of goods sold
increased from 56% in the first six months of 1999, to 57% for the
comparable period in 2000. This increased percentage primarily
reflected the start-up of the Company's third automotive manufacturing
facility, customer price reductions and some shifts in mirror product
mix.
-6-
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION - CONTINUED
RESULTS OF OPERATIONS - CONTINUED:
SIX MONTHS ENDED JUNE 30, 2000 VERSUS SIX MONTHS ENDED JUNE 30, 1999
(CONT.)
Operating Expenses. For the six months ended June 30, 2000, research
and development expenses increased approximately $1,296,000, but
remained at 5% of net sales, when compared with the same period last
year, primarily reflecting additional staffing, engineering and testing
for new product development, including mirrors with additional
electronic features. Selling, general and administrative expenses
increased approximately $1,592,000, and increased from 5% to 6% of net
sales, when compared with the first six months of 1999. This increased
expense primarily reflected the start-up and expansion of the Company's
overseas sales and engineering offices.
Other Income - Net. Other income for the six months ended June 30,
2000, increased by approximately $1,874,000 when compared with the
first six months of 1999, primarily due to higher interest rates and
investable fund balances, partially offset by lower realized gains on
the sale of equity investments.
FINANCIAL CONDITION:
Management considers the Company's working capital and long-term
investments totaling approximately $286,321,000 at June 30, 2000,
together with internally generated cash flow and an unsecured
$5,000,000 line of credit from a bank, to be sufficient to cover
anticipated cash needs for the foreseeable future.
TRENDS AND DEVELOPMENTS:
The Company is subject to market risk exposures of varying correlations
and volatilities, including foreign exchange rate risk, interest rate
risk and equity price risk.
The Company has some assets, liabilities and operations outside the
United States, which currently are not significant. Because the Company
sells its automotive mirrors throughout the world, it could be
significantly affected by weak economic conditions in foreign markets
that could reduce demand for its products.
In addition to price reductions over the life of its long-term
agreements, the Company continues to experience pricing pressures from
its automotive customers, which have affected, and which will continue
to affect, its margins to the extent that the Company is unable to
offset the price reductions with productivity improvements, engineering
and purchasing cost reductions, and increases in unit sales volume. In
addition, the Company continues to experience some pressure for select
raw material cost increases.
The Company currently supplies NVS(R) Mirrors to DaimlerChrysler AG and
General Motors Corporation under long-term agreements. The long-term
supply agreement with DaimlerChrysler AG runs through the 2003 Model
Year, while the GM contract was recently extended through the 2004
Model Year for inside mirrors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for by this item is provided under the caption
"Trends and Developments" under Item 2 - Management's Discussion and
Analysis of Results of Operations and Financial Condition.
Statements in this Quarterly Report on Form 10-Q which express
"belief", "anticipation" or "expectation" as well as other statements
which are not historical fact, are forward-looking statements and
involve risks and uncertainties described under the headings
"Management's Discussion and Analysis of Results of Operations and
Financial Condition" and "Trends and Developments" that could cause
actual results to differ materially from those projected. All
forward-looking statements in this Report are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update any such forward-looking statements.
-7-
<PAGE> 8
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of the shareholders of the Company was held
on May 18, 2000, at which:
(i) The following nominees were elected to serve three-year
terms on the Company's Board of Directors by the following
votes:
<TABLE>
<CAPTION>
Fred Bauer Leo Weber
---------- ---------
<S> <C> <C>
For 60,789,590 67,483,595
Against - -
Withheld 7,832,234 1,138,229
Broker Non-Votes - -
</TABLE>
The terms of office for incumbent Directors Mickey Fouts,
Arlyn Lanting, Kenneth La Grand, John Mulder and Ted
Thompson, continued after the meeting.
(ii) A proposal to amend the Articles of Incorporation anytime
prior to the Company's Annual Meeting in 2001, subject to
the Board's ability to abandon the Amendment at its
discretion, to increase the authorized shares of common
stock to 200,000,000 shares was approved by the following
vote:
<TABLE>
<S> <C>
For 64,969,957
Against 3,510,146
Abstain 141,721
Broker Non-Votes -
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index on Page 10.
(b) No reports on Form 8-K were filed during the three
months ended June 30, 2000.
-8-
<PAGE> 9
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: 7/28/00 /s/Fred T. Bauer
------------------------------ -------------------------------
Fred T. Bauer
Chairman and Chief
Executive Officer
Date: 7/28/00 /s/Enoch C. Jen
------------------------------- -------------------------------
Enoch C. Jen
Vice President - Finance,
Principal Financial and
Accounting Officer
-9-
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
<S> <C>
3(a)(1) Registrant's Articles of Incorporation were filed in 1981 as Exhibit
2(a) to a Registration Statement on Form S-18 (Registration No.
2-74226C), an Amendment to those Articles was filed as Exhibit 3 to
Registrant's Report on Form 10-Q in August of 1985, an additional
Amendment to those Articles was filed as Exhibit 3(a)(i) to
Registrant's Report on Form 10-Q in August of 1987, an additional
Amendment to those Articles was filed as Exhibit 3(a)(2) to
Registrant's Report on Form 10-K dated March 10, 1992, an Amendment
to Articles of Incorporation, adopted on May 9, 1996, was filed as
Exhibit 3(a)(2) to Registrant's Report on Form 10-Q dated July 31,
1996, and an Amendment to Articles of Incorporation, adopted on May
21, 1998, was filed as Exhibit 3(a)(2) to Registrant's Report on
Form 10-Q dated July 30, 1998, all of which are hereby incorporated
herein be reference.
3(b)(1) Registrant's Bylaws as amended and restated August 18, 1995, were
filed as Exhibit 3(b) to Registrant's Report on Form 10-Q dated
November 1, 1995, and the same is incorporated herein by reference.
3(b)(2) First Amendment to Bylaws, adopted on August 25, 1997, was filed as
Exhibit 3(c) to Registrant's Report on Form 10-Q dated October 31,
1997, and the same is hereby incorporated herein by reference.
4(a) A specimen form of certificate for the Registrant's common stock,
par value $.06 per share, was filed as part of a Registration
Statement on Form S-18 (Registration No. 2-74226C) as Exhibit 3(a),
as amended by Amendment No. 3 to such Registration Statement, and
the same is hereby incorporated herein by reference.
4(b) Shareholder Protection Rights Agreement, dated as of August 26,
1991, including as Exhibit A the form of Certificate of Adoption of
Resolution Establishing Series of Shares of Junior Participating
Preferred Stock of the Company, and as Exhibit B the form of Rights
Certificate and of Election to Exercise, was filed as Exhibit 4(b)
to Registrant's Report on Form 8-K on August 20, 1991, and the same
is hereby incorporated herein by reference.
4(b)(1) First Amendment to Shareholder Protection Rights Agreement,
effective April 1, 1994, was filed as Exhibit 4(b)(1) to
Registrant's Report on Form 10-Q on April 29, 1994, and the same is
hereby incorporated herein by reference.
4(b)(2) Second Amendment to Shareholder Protection Rights Agreement,
effective November 8, 1996, was filed as Exhibit 4(b)(2) to
Registrant's Report on Form 10-K, dated March 7, 1997, and the same
is hereby incorporated herein by reference.
4(b)(3) Third Amendment to Shareholder Protection Rights Agreement,
effective March 12, 1999, was filed as Exhibit 4(b)(3) to
Registrant's Report on Form 10-Q on April 30, 1999, and the same is
hereby incorporated herein by reference.
10(a)(1) A Lease dated August 15, 1981, was filed as part of a Registration
Statement (Registration Number 2-74226C) as Exhibit 9(a)(1), and the
same is hereby incorporated herein by reference.
</TABLE>
-10-
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
<S> <C> <C>
10(a)(2) A First Amendment to Lease dated June 28, 1985, was filed as Exhibit
10(m) to Registrant's Report on Form 10-K dated March 18, 1986, and
the same is hereby incorporated herein by reference.
*10(b)(1) Gentex Corporation Qualified Stock Option Plan (as amended and
restated, effective August 25, 1997) was filed as Exhibit 10(b)(1)
to Registrant's Report on Form 10-Q, and the same is hereby
incorporated herein by reference.
*10(b)(2) Gentex Corporation 1987 Incentive Stock Option Plan (as amended
through May 24, 1989) was filed as Exhibit 10(g)(3) to Registrant's
Report on Form 10-K dated March 1, 1990, and the same is hereby
incorporated herein by reference.
*10(b)(3) Gentex Corporation Restricted Stock Plan was filed as Exhibit 10(b)
(3) to Registrant's Report on Form 10-K dated March 10, 1992, and
the same is hereby incorporated herein by reference.
*10(b)(4) Gentex Corporation Non-Employee Director Stock Option Plan (as
amended and restated, effective March 7, 1997), was filed as Exhibit
10(b)(4) to Registrant's Report on Form 10-K dated March 7, 1997,
and the same is incorporated herein by reference.
10(e) The form of Indemnity Agreement between Registrant and each of the
Registrant's directors was filed as a part of a Registration
Statement on Form S-2 (Registration No. 33-30353) as Exhibit 10(k)
and the same is hereby incorporated herein by reference.
</TABLE>
27 Financial Data Schedule
*Indicates a compensatory plan or arrangement.
-11-
