10-Q
Garmin Ltd (GRMN)
View as plain text
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended September 24,
2022
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 001-41118
GARMIN LTD.
(Exact name of Company as specified in its charter)
| Switzerland | 98-0229227 |
|---|---|
| (State or other jurisdiction | (I.R.S. Employer |
| of incorporation or organization) | identification no.) |
| Mühlentalstrasse 2 | |
| 8200 Schaffhausen | |
| Switzerland | N/A |
| (Address of principal executive offices) | (Zip Code) |
Company’s telephone number, including area code: +41 52 630 1600
Securities registered pursuant to Section 12(b) of the Act:
| Registered Shares, CHF 0.10 Per Share Par Value | GRMN | New York Stock Exchange |
|---|---|---|
| (Title of each class) | (Trading Symbol) | (Name of each exchange on which registered) |
Indicate by check mark whether the Company (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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑ NO ☐
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 ☑ NO ☐
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.
| Large Accelerated Filer | ☑ | 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. YES ☐ NO ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES ☐ NO ☑
Number of shares outstanding of the registrant’s common shares as of October 21, 2022
Registered Shares, CHF 0.10 par value: 191,663,933 (excluding treasury shares)
Garmin Ltd.
Form 10-Q
Quarter Ended September 24, 2022
Table of Contents
| Page | ||
|---|---|---|
| Part I - Financial Information | 1 | |
| Item 1. | Condensed Consolidated Financial Statements | 1 |
| Condensed Consolidated Balance Sheets at September 24, 2022 and December 25, 2021 (Unaudited) | 1 | |
| Condensed Consolidated Statements of Income for the 13-Weeks and 39-Weeks ended September 24, 2022 and September 25, 2021 (Unaudited) | 2 | |
| Condensed Consolidated Statements of Comprehensive Income for the 13-Weeks and 39-Weeks ended September 24, 2022 and September 25, 2021 (Unaudited) | 3 | |
| Condensed Consolidated Statements of Stockholders’ Equity for the 13-Weeks and 39-Weeks ended September 24, 2022 and September 25, 2021 (Unaudited) | 4 | |
| Condensed Consolidated Statements of Cash Flows for the 39-Weeks ended September 24, 2022 and September 25, 2021 (Unaudited) | 6 | |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 23 |
| Item 4. | Controls and Procedures | 23 |
| Part II - Other Information | 24 | |
| Item 1. | Legal Proceedings | 24 |
| Item 1A. | Risk Factors | 24 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 24 |
| Item 3. | Defaults Upon Senior Securities | 24 |
| Item 4. | Mine Safety Disclosures | 24 |
| Item 5. | Other Information | 24 |
| Item 6. | Exhibits | 25 |
| Signature Page | 26 |
i
Item I - Condensed Consolidated Financial Statements
Garmin Ltd. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except per share information)
| September 24,<br>2022 | December 25,<br>2021 | |||||
|---|---|---|---|---|---|---|
| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 1,082,338 | $ | 1,498,058 | ||
| Marketable securities | 378,705 | 347,980 | ||||
| Accounts receivable, net | 641,072 | 843,445 | ||||
| Inventories | 1,533,271 | 1,227,609 | ||||
| Deferred costs | 14,398 | 15,961 | ||||
| Prepaid expenses and other current assets | 318,339 | 328,719 | ||||
| Total current assets | 3,968,123 | 4,261,772 | ||||
| Property and equipment, net | 1,100,257 | 1,067,478 | ||||
| Operating lease right-of-use assets | 121,937 | 89,457 | ||||
| Noncurrent marketable securities | 1,236,350 | 1,268,698 | ||||
| Deferred income tax assets | 390,105 | 260,205 | ||||
| Noncurrent deferred costs | 10,393 | 12,361 | ||||
| Goodwill | 540,740 | 575,080 | ||||
| Other intangible assets, net | 179,890 | 215,993 | ||||
| Other noncurrent assets | 79,811 | 103,383 | ||||
| Total assets | $ | 7,627,606 | $ | 7,854,427 | ||
| Liabilities and Stockholders’ Equity | ||||||
| Current liabilities: | ||||||
| Accounts payable | $ | 268,674 | $ | 370,048 | ||
| Salaries and benefits payable | 184,802 | 211,371 | ||||
| Accrued warranty costs | 39,925 | 45,467 | ||||
| Accrued sales program costs | 75,182 | 121,514 | ||||
| Other accrued expenses | 195,117 | 225,988 | ||||
| Deferred revenue | 88,563 | 87,654 | ||||
| Income taxes payable | 169,665 | 128,083 | ||||
| Dividend payable | 420,995 | 258,023 | ||||
| Total current liabilities | 1,442,923 | 1,448,148 | ||||
| Deferred income tax liabilities | 117,941 | 117,595 | ||||
| Noncurrent income taxes payable | 50,943 | 62,539 | ||||
| Noncurrent deferred revenue | 37,068 | 41,618 | ||||
| Noncurrent operating lease liabilities | 100,181 | 70,044 | ||||
| Other noncurrent liabilities | 361 | 324 | ||||
| Stockholders’ equity: | ||||||
| Shares, CHF 0.10 par value, 198,077 shares authorized and issued; 192,180<br> shares outstanding at September 24, 2022 and 192,608 shares outstanding<br> at December 25, 2021 | 17,979 | 17,979 | ||||
| Additional paid-in capital | 2,027,019 | 1,960,722 | ||||
| Treasury stock (5,897 and 5,469 shares, respectively) | (398,974 | ) | (303,114 | ) | ||
| Retained earnings | 4,439,004 | 4,320,737 | ||||
| Accumulated other comprehensive (loss) income | (206,839 | ) | 117,835 | |||
| Total stockholders’ equity | 5,878,189 | 6,114,159 | ||||
| Total liabilities and stockholders’ equity | $ | 7,627,606 | $ | 7,854,427 |
See accompanying notes.
Garmin Ltd. and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
(In thousands, except per share information)
| 13-Weeks Ended | 39-Weeks Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 24,<br>2022 | September 25,<br>2021 | September 24,<br>2022 | September 25,<br>2021 | |||||||||
| Net sales | $ | 1,140,434 | $ | 1,191,973 | $ | 3,553,931 | $ | 3,591,206 | ||||
| Cost of goods sold | 469,935 | 496,026 | 1,492,126 | 1,472,852 | ||||||||
| Gross profit | 670,499 | 695,947 | 2,061,805 | 2,118,354 | ||||||||
| Advertising expense | 32,888 | 36,705 | 110,378 | 110,705 | ||||||||
| Selling, general and administrative expenses | 189,546 | 177,647 | 571,541 | 530,351 | ||||||||
| Research and development expense | 208,692 | 198,925 | 619,215 | 573,798 | ||||||||
| Total operating expense | 431,126 | 413,277 | 1,301,134 | 1,214,854 | ||||||||
| Operating income | 239,373 | 282,670 | 760,671 | 903,500 | ||||||||
| Other income (expense): | ||||||||||||
| Interest income | 10,472 | 6,897 | 26,520 | 21,568 | ||||||||
| Foreign currency losses | (29,863 | ) | (15,014 | ) | (55,809 | ) | (30,621 | ) | ||||
| Other income | 285 | 833 | 3,716 | 3,511 | ||||||||
| Total other income (expense) | (19,106 | ) | (7,284 | ) | (25,573 | ) | (5,542 | ) | ||||
| Income before income taxes | 220,267 | 275,386 | 735,098 | 897,958 | ||||||||
| Income tax provision | 9,419 | 16,347 | 54,785 | 101,894 | ||||||||
| Net income | $ | 210,848 | $ | 259,039 | $ | 680,313 | $ | 796,064 | ||||
| Net income per share: | ||||||||||||
| Basic | $ | 1.09 | $ | 1.35 | $ | 3.53 | $ | 4.14 | ||||
| Diluted | $ | 1.09 | $ | 1.34 | $ | 3.52 | $ | 4.13 | ||||
| Weighted average common shares outstanding: | ||||||||||||
| Basic | 192,672 | 192,322 | 192,878 | 192,123 | ||||||||
| Diluted | 193,105 | 193,185 | 193,378 | 192,955 |
See accompanying notes.
Garmin Ltd. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
| 13-Weeks Ended | 39-Weeks Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 24,<br>2022 | September 25,<br>2021 | September 24,<br>2022 | September 25,<br>2021 | |||||||||
| Net income | $ | 210,848 | $ | 259,039 | $ | 680,313 | $ | 796,064 | ||||
| Foreign currency translation adjustment | (117,360 | ) | (8,702 | ) | (239,167 | ) | (16,313 | ) | ||||
| Change in fair value of available-for-sale marketable securities, net of deferred taxes | (18,867 | ) | (3,169 | ) | (85,507 | ) | (12,358 | ) | ||||
| Comprehensive income | $ | 74,621 | $ | 247,168 | $ | 355,639 | $ | 767,393 |
See accompanying notes.
Garmin Ltd. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
For the 13-Weeks Ended September 24, 2022 and September 25, 2021
(In thousands, except per share information)
| Additional<br>Paid-In<br>Capital | Treasury<br>Stock | Retained<br>Earnings | Accumulated<br>Other<br>Comprehensive<br>Income (Loss) | Total | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at June 26, 2021 | 17,979 | $ | 1,927,137 | $ | (303,369 | ) | $ | 3,775,874 | $ | 166,627 | $ | 5,584,248 | ||||
| Net income | — | — | — | 259,039 | — | 259,039 | ||||||||||
| Translation adjustment | — | — | — | — | (8,702 | ) | (8,702 | ) | ||||||||
| Adjustment related to unrealized gains (losses) on available-for-sale securities net of income tax effects of 609 | — | — | — | — | (3,169 | ) | (3,169 | ) | ||||||||
| Comprehensive income | 247,168 | |||||||||||||||
| Dividends | — | — | — | (1 | ) | — | (1 | ) | ||||||||
| Issuance of treasury stock related to equity awards | — | (28 | ) | 28 | — | — | — | |||||||||
| Stock compensation | — | 23,355 | — | — | — | 23,355 | ||||||||||
| Purchase of treasury stock related to equity awards | — | — | (32 | ) | — | — | (32 | ) | ||||||||
| Balance at September 25, 2021 | 17,979 | $ | 1,950,464 | $ | (303,373 | ) | $ | 4,034,912 | $ | 154,756 | $ | 5,854,738 | ||||
| Additional<br>Paid-In<br>Capital | Treasury<br>Stock | Retained<br>Earnings | Accumulated<br>Other<br>Comprehensive<br>Income (Loss) | Total | ||||||||||||
| Balance at June 25, 2022 | 17,979 | $ | 2,008,931 | $ | (315,886 | ) | $ | 4,225,521 | $ | (70,612 | ) | $ | 5,865,933 | |||
| Net income | — | — | — | 210,848 | — | 210,848 | ||||||||||
| Translation adjustment | — | — | — | — | (117,360 | ) | (117,360 | ) | ||||||||
| Adjustment related to unrealized gains (losses) on available-for-sale securities net of income tax effects of 5,744 | — | — | — | — | (18,867 | ) | (18,867 | ) | ||||||||
| Comprehensive income | 74,621 | |||||||||||||||
| Dividends | — | — | — | 2,635 | — | 2,635 | ||||||||||
| Issuance of treasury stock related to equity awards | — | (28 | ) | 28 | — | — | — | |||||||||
| Stock compensation | — | 18,116 | — | — | — | 18,116 | ||||||||||
| Purchase of treasury stock related to equity awards | — | — | (27 | ) | — | — | (27 | ) | ||||||||
| Purchase of treasury stock under share repurchase plan | — | — | (83,089 | ) | — | — | (83,089 | ) | ||||||||
| Balance at September 24, 2022 | 17,979 | $ | 2,027,019 | $ | (398,974 | ) | $ | 4,439,004 | $ | (206,839 | ) | $ | 5,878,189 |
All values are in US Dollars.
See accompanying notes.
Garmin Ltd. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
For the 39-Weeks Ended September 24, 2022 and September 25, 2021
(In thousands, except per share information)
| Additional<br>Paid-In<br>Capital | Treasury<br>Stock | Retained<br>Earnings | Accumulated<br>Other<br>Comprehensive<br>Income (Loss) | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 26, 2020 | 17,979 | $ | 1,880,354 | $ | (320,016 | ) | $ | 3,754,372 | $ | 183,427 | $ | 5,516,116 | |||
| Net income | — | — | — | 796,064 | — | 796,064 | |||||||||
| Translation adjustment | — | — | — | — | (16,313 | ) | (16,313 | ) | |||||||
| Adjustment related to unrealized gains (losses) on available-for-sale securities net of income tax effects of 2,918 | — | — | — | — | (12,358 | ) | (12,358 | ) | |||||||
| Comprehensive income | 767,393 | ||||||||||||||
| Dividends | — | — | — | (515,524 | ) | — | (515,524 | ) | |||||||
| Issuance of treasury stock related to equity awards | — | 1,454 | 34,279 | — | — | 35,733 | |||||||||
| Stock compensation | — | 68,656 | — | — | — | 68,656 | |||||||||
| Purchase of treasury stock related to equity awards | — | — | (17,636 | ) | — | — | (17,636 | ) | |||||||
| Balance at September 25, 2021 | 17,979 | $ | 1,950,464 | $ | (303,373 | ) | $ | 4,034,912 | $ | 154,756 | $ | 5,854,738 | |||
| Additional<br>Paid-In<br>Capital | Treasury<br>Stock | Retained<br>Earnings | Accumulated<br>Other<br>Comprehensive<br>Income (Loss) | Total | |||||||||||
| Balance at December 25, 2021 | 17,979 | $ | 1,960,722 | $ | (303,114 | ) | $ | 4,320,737 | $ | 117,835 | $ | 6,114,159 | |||
| Net income | — | — | — | 680,313 | — | 680,313 | |||||||||
| Translation adjustment | — | — | — | — | (239,167 | ) | (239,167 | ) | |||||||
| Adjustment related to unrealized gains (losses) on available-for-sale securities net of income tax effects of 25,202 | — | — | — | — | (85,507 | ) | (85,507 | ) | |||||||
| Comprehensive income | 355,639 | ||||||||||||||
| Dividends | — | — | — | (562,046 | ) | — | (562,046 | ) | |||||||
| Issuance of treasury stock related to equity awards | — | 8,426 | 32,626 | — | — | 41,052 | |||||||||
| Stock compensation | — | 57,871 | — | — | — | 57,871 | |||||||||
| Purchase of treasury stock related to equity awards | — | — | (14,750 | ) | — | — | (14,750 | ) | |||||||
| Purchase of treasury stock under share repurchase plan | — | — | (113,736 | ) | — | — | (113,736 | ) | |||||||
| Balance at September 24, 2022 | 17,979 | $ | 2,027,019 | $ | (398,974 | ) | $ | 4,439,004 | $ | (206,839 | ) | $ | 5,878,189 |
All values are in US Dollars.
See accompanying notes.
Garmin Ltd. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| 39-Weeks Ended | ||||||
|---|---|---|---|---|---|---|
| September 24,<br>2022 | September 25,<br>2021 | |||||
| Operating Activities: | ||||||
| Net income | $ | 680,313 | $ | 796,064 | ||
| Adjustments to reconcile net income to net cash provided by<br> operating activities: | ||||||
| Depreciation | 88,005 | 75,272 | ||||
| Amortization | 34,349 | 38,485 | ||||
| (Gain) loss on sale or disposal of property and equipment | (1,652 | ) | 246 | |||
| Unrealized foreign currency losses | 45,498 | 24,390 | ||||
| Deferred income taxes | (101,133 | ) | 8,358 | |||
| Stock compensation expense | 57,871 | 68,656 | ||||
| Realized loss (gain) on marketable securities | 982 | (513 | ) | |||
| Changes in operating assets and liabilities, net of acquisitions: | ||||||
| Accounts receivable, net of allowance for doubtful accounts | 156,666 | 197,024 | ||||
| Inventories | (442,312 | ) | (357,387 | ) | ||
| Other current and noncurrent assets | 29,299 | (31,398 | ) | |||
| Accounts payable | (64,199 | ) | 57,602 | |||
| Other current and noncurrent liabilities | (84,287 | ) | (39,941 | ) | ||
| Deferred revenue | (3,299 | ) | (6,914 | ) | ||
| Deferred costs | 3,426 | 7,547 | ||||
| Income taxes | 20,067 | 5,974 | ||||
| Net cash provided by operating activities | 419,594 | 843,465 | ||||
| Investing activities: | ||||||
| Purchases of property and equipment | (184,928 | ) | (187,960 | ) | ||
| Proceeds from sale of property and equipment | 1,693 | 26 | ||||
| Purchase of intangible assets | (1,411 | ) | (1,408 | ) | ||
| Purchase of marketable securities | (1,044,942 | ) | (1,081,789 | ) | ||
| Redemption of marketable securities | 923,894 | 975,318 | ||||
| Acquisitions, net of cash acquired | (13,455 | ) | (15,893 | ) | ||
| Net cash used in investing activities | (319,149 | ) | (311,706 | ) | ||
| Financing activities: | ||||||
| Dividends | (399,074 | ) | (362,602 | ) | ||
| Proceeds from issuance of treasury stock related to equity awards | 41,052 | 35,733 | ||||
| Purchase of treasury stock related to equity awards | (14,750 | ) | (17,636 | ) | ||
| Purchase of treasury stock under share repurchase plan | (105,206 | ) | — | |||
| Net cash used in financing activities | (477,978 | ) | (344,505 | ) | ||
| Effect of exchange rate changes on cash and cash equivalents | (38,265 | ) | (6,172 | ) | ||
| Net (decrease) increase in cash, cash equivalents, and restricted cash | (415,798 | ) | 181,082 | |||
| Cash, cash equivalents, and restricted cash at beginning of period | 1,498,843 | 1,458,748 | ||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 1,083,045 | $ | 1,639,830 |
See accompanying notes.
Garmin Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 24, 2022
(In thousands, except per share information)
1. Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of Garmin Ltd. and wholly-owned subsidiaries (collectively, the “Company” or “Garmin”). Intercompany balances and transactions have been eliminated.
The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The condensed consolidated balance sheet at December 25, 2021 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Additionally, the condensed consolidated financial statements should be read in conjunction with Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q, and the Company’s Annual Report on Form 10-K for the year ended December 25, 2021. Operating results for the 13-week and 39-week periods ended September 24, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
The Company’s fiscal year is based on a 52- or 53-week period ending on the last Saturday of the calendar year. Therefore, the financial results of certain 53-week fiscal years, and the associated 14-week quarters, will not be exactly comparable to the prior and subsequent 52-week fiscal years and the associated 13-week quarters. The quarters ended September 24, 2022 and September 25, 2021 both contain operating results for 13 weeks.
Changes in Classification and Allocation
Certain prior period amounts have been reclassified or presented to conform to the current period presentation.
In the first quarter of fiscal 2022, the Company refined the methodology used in classifying certain indirect costs in accordance with the way the Company's management is now using the information in decision making, which management believes provides a more meaningful representation of costs incurred to support research and development activities. As a result, the Company’s condensed consolidated statements of income have been recast for the 13-week and 39-week periods ended September 25, 2021 to reflect reclassifications of $15,132 and $44,455, respectively, from research and development expense to selling, general, and administrative expense.
Additionally, in the first quarter of fiscal 2022, the methodology used to allocate certain selling, general, and administrative expenses to the segments was refined to allocate these expenses in a more direct manner to provide the Company's Chief Operating Decision Maker (CODM) with a more meaningful representation of segment profit or loss. The Company’s composition of operating segments and reportable segments did not change.
These changes in classification and allocation had no effect on the Company’s consolidated operating or net income.
Significant Accounting Policies
For a description of the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements, refer to Note 2, “Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2021. There were no material changes to the Company’s significant accounting policies during the 39-week period ended September 24, 2022.
7
Recently Issued Accounting Standards and Pronouncements
Recently adopted accounting standards and recently issued accounting pronouncements not yet adopted are not expected to have a material impact on the Company’s consolidated financial statements, accounting policies, processes, or systems.
2. Inventories
The components of inventories consist of the following:
| September 24,<br>2022 | December 25, 2021 | |||
|---|---|---|---|---|
| Raw materials | $ | 539,691 | $ | 509,435 |
| Work-in-process | 194,398 | 213,801 | ||
| Finished goods | 799,182 | 504,373 | ||
| Inventories | $ | 1,533,271 | $ | 1,227,609 |
3. Earnings Per Share
The following table sets forth the computation of basic and diluted net income per share. Stock options, stock appreciation rights, and restricted stock units are collectively referred to as “equity awards”.
| 13-Weeks Ended | 39-Weeks Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 24, 2022 | September 25, 2021 | September 24, 2022 | September 25, 2021 | |||||
| Numerator: | ||||||||
| Numerator for basic and diluted net income per share – net income | $ | 210,848 | $ | 259,039 | $ | 680,313 | $ | 796,064 |
| Denominator: | ||||||||
| Denominator for basic net income per share – weighted-average common shares | 192,672 | 192,322 | 192,878 | 192,123 | ||||
| Effect of dilutive equity awards | 433 | 863 | 500 | 832 | ||||
| Denominator for diluted net income per share – adjusted weighted-average common shares | 193,105 | 193,185 | 193,378 | 192,955 | ||||
| Basic net income per share | $ | 1.09 | $ | 1.35 | $ | 3.53 | $ | 4.14 |
| Diluted net income per share | $ | 1.09 | $ | 1.34 | $ | 3.52 | $ | 4.13 |
| Shares excluded from diluted net income per share calculation: | ||||||||
| Anti-dilutive equity awards | 754 | 311 | 759 | 313 |
4. Segment Information and Geographic Data
Garmin is organized in the six operating segments of fitness, outdoor, aviation, marine, consumer auto, and auto OEM. The fitness, outdoor, aviation, and marine operating segments represent reportable segments. The consumer auto and auto OEM operating segments, which serve the auto market, do not meet the quantitative thresholds to separately qualify as reportable segments, and they are therefore reported together in an “all other” category captioned as auto. Fitness, outdoor, aviation, marine, and auto are collectively referred to as the Company's reported segments.
The Company’s Chief Executive Officer, who has been identified as the CODM, uses operating income as the measure of profit or loss, combined with other measures, to assess segment performance and allocate resources. Operating income represents net sales less costs of goods sold and operating expenses. Net sales are directly attributed to each segment. Most costs of goods sold and the majority of operating expenses are also directly attributed to each segment, while certain other costs of goods sold and operating expenses are allocated to the segments in a manner appropriate to the specific facts and circumstances of the expenses being allocated.
8
As indicated in Note 1 to the condensed consolidated financial statements, in the first quarter of fiscal 2022 the methodology used to allocate certain selling, general, and administrative expenses to the segments was refined to allocate these expenses in a more direct manner to provide the Company’s CODM with a more meaningful representation of segment profit or loss. The Company’s composition of operating segments and reportable segments did not change. Results for the 13-week and 39-week periods ended September 25, 2021 have been recast below to conform with the current period presentation.
Net sales (“revenue”), gross profit, and operating income for each of the Company’s five reported segments are presented below, along with supplemental financial information for the auto OEM and consumer auto operating segments that management believes is useful.
| Auto | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fitness | Outdoor | Aviation | Marine | Total<br>Auto | Consumer<br>Auto | Auto<br>OEM | Total | |||||||||||
| 13-Weeks Ended September 24, 2022 | ||||||||||||||||||
| Net sales | $ | 279,875 | $ | 340,388 | $ | 188,043 | $ | 196,506 | $ | 135,622 | $ | 66,444 | $ | 69,178 | $ | 1,140,434 | ||
| Gross profit | 147,716 | 219,980 | 137,732 | 110,747 | 54,324 | 30,432 | 23,892 | 670,499 | ||||||||||
| Operating income (loss) | 40,850 | 120,842 | 48,487 | 44,950 | (15,756 | ) | 2,105 | (17,861 | ) | 239,373 | ||||||||
| 13-Weeks Ended September 25, 2021 | ||||||||||||||||||
| Net sales | $ | 342,316 | $ | 323,856 | $ | 180,165 | $ | 207,534 | $ | 138,102 | $ | 82,914 | $ | 55,188 | $ | 1,191,973 | ||
| Gross profit | 183,028 | 210,522 | 131,260 | 116,152 | 54,985 | 39,342 | 15,643 | 695,947 | ||||||||||
| Operating income (loss) | 74,469 | 122,875 | 51,747 | 55,142 | (21,563 | ) | 11,979 | (33,542 | ) | 282,670 | ||||||||
| 39-Weeks Ended September 24, 2022 | ||||||||||||||||||
| Net sales | $ | 772,867 | $ | 1,106,908 | $ | 567,548 | $ | 693,369 | $ | 413,239 | $ | 211,902 | $ | 201,337 | $ | 3,553,931 | ||
| Gross profit | 387,921 | 720,731 | 413,206 | 376,734 | 163,213 | 98,645 | 64,568 | 2,061,805 | ||||||||||
| Operating income (loss) | 64,894 | 424,071 | 150,359 | 172,451 | (51,104 | ) | 15,058 | (66,162 | ) | 760,671 | ||||||||
| 39-Weeks Ended September 25, 2021 | ||||||||||||||||||
| Net sales | $ | 1,063,642 | $ | 903,715 | $ | 534,886 | $ | 678,698 | $ | 410,265 | $ | 231,587 | $ | 178,678 | $ | 3,591,206 | ||
| Gross profit | 581,765 | 590,355 | 389,376 | 390,141 | 166,717 | 113,567 | 53,150 | 2,118,354 | ||||||||||
| Operating income (loss) | 258,884 | 335,728 | 147,888 | 209,140 | (48,140 | ) | 37,371 | (85,511 | ) | 903,500 |
Net sales to external customers by geographic region were as follows for the 13-week and 39-week periods ended September 24, 2022 and September 25, 2021. Note that APAC includes Asia Pacific and Australian Continent and EMEA includes Europe, the Middle East and Africa:
| 13-Weeks Ended | 39-Weeks Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 24, 2022 | September 25, 2021 | September 24, 2022 | September 25, 2021 | |||||
| Americas | $ | 563,310 | $ | 573,331 | $ | 1,780,117 | $ | 1,723,415 |
| EMEA | 382,865 | 442,622 | 1,192,893 | 1,330,855 | ||||
| APAC | 194,259 | 176,020 | 580,921 | 536,936 | ||||
| Net sales to external customers | $ | 1,140,434 | $ | 1,191,973 | $ | 3,553,931 | $ | 3,591,206 |
5. Warranty Reserves
The Company’s standard warranty obligation to its end-users provides for a period of one to two years from the date of shipment, while certain auto, aviation, and marine OEM products have a warranty period of two years or more from the date of installation. The Company’s estimates of costs to service its warranty obligations are based on historical experience and management’s expectations and judgments of future conditions, and are recorded as a liability on the balance sheet. The following reconciliation provides an illustration of changes in the aggregate warranty reserve.
| 13-Weeks Ended | 39-Weeks Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 24, 2022 | September 25, 2021 | September 24, 2022 | September 25, 2021 | |||||||||
| Balance - beginning of period | $ | 39,949 | $ | 44,575 | $ | 45,467 | $ | 42,643 | ||||
| Accrual for products sold (1) | 16,913 | 13,272 | 41,939 | 47,717 | ||||||||
| Expenditures | (16,937 | ) | (14,998 | ) | (47,481 | ) | (47,511 | ) | ||||
| Balance - end of period | $ | 39,925 | $ | 42,849 | $ | 39,925 | $ | 42,849 |
(1) Changes in cost estimates related to pre-existing warranties were not material and aggregated with accruals for new warranty contracts in the ‘accrual for products sold’ line.
6. Commitments and Contingencies
Commitments
The Company is party to certain commitments that require the future purchase of goods or services (“unconditional purchase obligations”). The Company’s unconditional purchase obligations primarily consist of payments for inventory, capital expenditures, and other indirect purchases in connection with conducting the business. The aggregate amount of purchase orders and other commitments open as of September 24, 2022 that may represent noncancellable unconditional purchase obligations having a remaining term in excess of one year was approximately $363,000.
Certain cash balances are held as collateral in relation to bank guarantees. This restricted cash is reported within other assets on the condensed consolidated balance sheets and totaled $707 and $785 on September 24, 2022 and December 25, 2021, respectively. The total of the cash and cash equivalents balance and the restricted cash reported within other assets in the condensed consolidated balance sheets equals the total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows.
Contingencies
Management of the Company currently does not believe it is reasonably possible that the Company may have incurred a material loss, or a material loss in excess of recorded accruals, with respect to loss contingencies in the aggregate, for the fiscal quarter ended September 24, 2022. The results of legal proceedings, investigations and claims, however, cannot be predicted with certainty. An adverse resolution of one or more of such matters in excess of management’s expectations could have a material adverse effect in the particular quarter or fiscal year in which a loss is recorded, but based on information currently known, the Company does not believe it is likely that losses from such matters would have a material adverse effect on the Company’s business or its consolidated financial position, results of operations or cash flows.
The Company settled or resolved certain matters during the 13-week and 39-week periods ended September 24, 2022 that did not individually or in the aggregate have a material impact on the Company’s business or its consolidated financial position, results of operations or cash flows.
7. Income Taxes
The Company recorded income tax expense of $9,419 in the 13-week period ended September 24, 2022, compared to income tax expense of $16,347 in the 13-week period ended September 25, 2021. The effective tax rate was 4.3% in the third quarter of 2022, compared to 5.9% in the third quarter of 2021. The decrease was primarily due to income mix by jurisdiction and an increase in U.S. tax deductions and credits in the third quarter of 2022 compared to the third quarter of 2021.
10
The Company recorded income tax expense of $54,785 in the first three quarters of 2022, compared to income tax expense of $101,894 in the first three quarters of 2021. The effective tax rate was 7.5% in the first three quarters of 2022, compared to 11.3% in the first three quarters of 2021. The decrease was primarily due to income mix by jurisdiction and an increase in U.S. tax deductions and credits in the first three quarters of 2022 compared to the first three quarters of 2021.
8. Marketable Securities
The FASB ASC topic entitled Fair Value Measurements and Disclosures defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The accounting guidance classifies the inputs used to measure fair value into the following hierarchy:
| Level 1 | Unadjusted quoted prices in active markets for the identical asset or liability |
|---|---|
| Level 2 | Observable inputs for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability |
| --- | --- |
| Level 3 | Unobservable inputs for the asset or liability |
| --- | --- |
The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Valuation is based on prices obtained from an independent pricing vendor using both market and income approaches. The primary inputs to the valuation include quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields, and credit spreads.
The method described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Marketable securities classified as available-for-sale securities are summarized below:
| Available-For-Sale Securities<br>as of September 24, 2022 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Fair Value Level | Amortized Cost | Gross Unrealized <br>Gains | Gross Unrealized <br>Losses | Fair Value | ||||||
| Agency securities | Level 2 | 7,000 | — | (790 | ) | 6,210 | ||||
| Mortgage-backed securities | Level 2 | 47,923 | 1 | (4,556 | ) | 43,368 | ||||
| Commercial paper | Level 2 | 201,363 | — | — | 201,363 | |||||
| Corporate debt securities | Level 2 | 1,132,104 | 123 | (81,781 | ) | 1,050,446 | ||||
| Municipal securities | Level 2 | 332,225 | 17 | (28,396 | ) | 303,846 | ||||
| Other | Level 2 | 11,724 | — | (1,902 | ) | 9,822 | ||||
| Total | $ | 1,732,339 | $ | 141 | $ | (117,425 | ) | $ | 1,615,055 | |
| Available-For-Sale Securities<br>as of December 25, 2021 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fair Value Level | Amortized Cost | Gross Unrealized <br>Gains | Gross Unrealized <br>Losses | Fair Value | ||||||
| Agency securities | Level 2 | 7,000 | — | (110 | ) | 6,890 | ||||
| Mortgage-backed securities | Level 2 | 149,692 | 257 | (880 | ) | 149,069 | ||||
| Commercial paper | Level 2 | — | — | — | — | |||||
| Corporate debt securities | Level 2 | 1,079,390 | 9,830 | (11,827 | ) | 1,077,393 | ||||
| Municipal securities | Level 2 | 356,037 | 1,870 | (4,864 | ) | 353,043 | ||||
| Other | Level 2 | 31,134 | 22 | (873 | ) | 30,283 | ||||
| Total | $ | 1,623,253 | $ | 11,979 | $ | (18,554 | ) | $ | 1,616,678 |
11
The primary objectives of the Company’s investment policy are to preserve capital, maintain an acceptable degree of liquidity, and maximize yield within the constraint of low credit risk. The fair value of securities varies from period to period due to changes in interest rates, the performance of the underlying collateral, and the credit performance of the underlying issuer, among other factors.
Accrued interest receivable, which totaled $10,506 as of September 24, 2022, is excluded from both the fair value and amortized cost basis of available-for-sale securities and is included within prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets. The Company writes off impaired accrued interest on a timely basis, generally within 30 days of the due date, by reversing interest income. No accrued interest was written off during the 39-week period ended September 24, 2022.
The Company recognizes impairments relating to credit losses of available-for-sale securities through an allowance for credit losses and other income on the Company’s condensed consolidated statements of income. Impairment not relating to credit losses is recorded in other comprehensive income on the Company’s condensed consolidated balance sheets. The cost of securities sold is based on the specific identification method. Approximately 97% of securities in the Company’s portfolio were at an unrealized loss position as of September 24, 2022.
The following tables display additional information regarding gross unrealized losses and fair value by major security type for available-for-sale securities in an unrealized loss position as of September 24, 2022 and December 25, 2021.
| As of September 24, 2022 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than 12 Consecutive Months | 12 Consecutive Months or Longer | Total | |||||||||||||
| Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | ||||||||||
| Agency securities | — | — | (790 | ) | 6,210 | (790 | ) | 6,210 | |||||||
| Mortgage-backed securities | (3,208 | ) | 35,482 | (1,348 | ) | 7,668 | (4,556 | ) | 43,150 | ||||||
| Commercial paper | — | — | — | — | — | — | |||||||||
| Corporate debt securities | (39,596 | ) | 674,818 | (42,185 | ) | 356,855 | (81,781 | ) | 1,031,673 | ||||||
| Municipal securities | (9,450 | ) | 141,651 | (18,946 | ) | 152,896 | (28,396 | ) | 294,547 | ||||||
| Other | — | — | (1,902 | ) | 9,327 | (1,902 | ) | 9,327 | |||||||
| Total | $ | (52,254 | ) | $ | 851,951 | $ | (65,171 | ) | $ | 532,956 | $ | (117,425 | ) | $ | 1,384,907 |
| As of December 25, 2021 | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Less than 12 Consecutive Months | 12 Consecutive Months or Longer | Total | |||||||||||||
| Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | ||||||||||
| Agency securities | (110 | ) | 6,890 | — | — | (110 | ) | 6,890 | |||||||
| Mortgage-backed securities | (148 | ) | 18,909 | (732 | ) | 7,598 | (880 | ) | 26,507 | ||||||
| Commercial paper | — | — | — | — | — | — | |||||||||
| Corporate debt securities | (9,466 | ) | 499,084 | (2,361 | ) | 85,033 | (11,827 | ) | 584,117 | ||||||
| Municipal securities | (4,247 | ) | 226,009 | (617 | ) | 29,405 | (4,864 | ) | 255,414 | ||||||
| Other | (467 | ) | 17,845 | (406 | ) | 7,205 | (873 | ) | 25,050 | ||||||
| Total | $ | (14,438 | ) | $ | 768,737 | $ | (4,116 | ) | $ | 129,241 | $ | (18,554 | ) | $ | 897,978 |
As of September 24, 2022 and December 25, 2021, the Company had not recognized an allowance for credit losses on any securities in an unrealized loss position.
The Company has not recorded an allowance for credit losses and charge to other income for the unrealized losses on agency, mortgage-backed, corporate debt, municipal, and other securities presented above because the Company's management does not consider the declines in fair value to have resulted from credit losses. Management has not observed a significant deterioration in credit quality of these securities, which are highly rated with moderate to low credit risk. Declines in value are largely attributable to current global economic conditions. The securities continue to make timely principal and interest payments, and the fair values are expected to recover as they approach maturity. Management does not intend to sell the securities, and it is not more likely than not that the Company will be required to sell the securities, before the respective recoveries of their amortized cost bases, which may be maturity.
12
The amortized cost and fair value of marketable securities at September 24, 2022, by maturity, are shown below.
| Amortized Cost | Fair Value | |||
|---|---|---|---|---|
| Due in one year or less | $ | 381,607 | $ | 378,705 |
| Due after one year through five years | 1,329,366 | 1,217,361 | ||
| Due after five years through ten years | 17,505 | 15,746 | ||
| Due after ten years | 3,861 | 3,243 | ||
| Total | $ | 1,732,339 | $ | 1,615,055 |
9. Stockholders' Equity
Dividends
Under Swiss corporate law, dividends must be approved by shareholders at the annual general meeting of the Company’s shareholders. On June 10, 2022, the Company's shareholders approved a dividend of $2.92 per share, subject to possible adjustment based on the total amount of the dividend in Swiss Francs as approved at the annual meeting, and payable in four equal installments on dates to be determined by the Board of Directors. A reduction of retained earnings and a corresponding liability were recorded at the time of shareholders' approval and are periodically adjusted based on the number of applicable shares outstanding. The Company paid dividends of $399,074 for the 39-week period ended September 24, 2022.
On June 4, 2021, the Company's shareholders approved a dividend of $2.68 per share, $1.34 of which was paid in the Company’s 2021 fiscal year, and $1.34 of which was paid in the Company’s 2022 fiscal year.
Share Repurchase Program
On April 22, 2022, the Board of Directors approved a share repurchase program (the “Program”) authorizing the Company to repurchase up to $300,000 of the common shares of Garmin Ltd. The timing and volume of share repurchases are subject to market conditions, business conditions and applicable laws, and are at management’s discretion. Share repurchases may be made from time to time in the open market or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The Program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time. The share repurchase authorization expires on December 29, 2023. As of September 24, 2022, the Company had repurchased 1,187 shares for $113,736, leaving approximately $186,264 available to repurchase additional shares under the Program.
10. Accumulated Other Comprehensive Income
The following provides required disclosure of changes in accumulated other comprehensive income (AOCI) balances by component for the 13-week and 39-week periods ended September 24, 2022:
| Net gains (losses) on available-for-sale securities | Total | |||||||
| Balance - beginning of period | 1,608 | $ | (72,220 | ) | $ | (70,612 | ) | |
| Other comprehensive income (loss) before reclassification, net of income tax benefit of 5,798 | (117,360 | ) | (19,022 | ) | (136,382 | ) | ||
| Amounts reclassified from accumulated other comprehensive income (loss) to other income, net of income tax benefit of 54 included in income tax provision | — | 155 | 155 | |||||
| Net current-period other comprehensive income (loss) | (117,360 | ) | (18,867 | ) | (136,227 | ) | ||
| Balance - end of period | (115,752 | ) | $ | (91,087 | ) | $ | (206,839 | ) |
All values are in US Dollars.
13
| Net gains (losses) on available-for-sale securities | Total | |||||||
| Balance - beginning of period | 123,415 | $ | (5,580 | ) | $ | 117,835 | ||
| Other comprehensive income (loss) before reclassification, net of income tax benefit of 25,468 | (239,167 | ) | (86,223 | ) | (325,390 | ) | ||
| Amounts reclassified from accumulated other comprehensive income (loss) to other income, net of income tax benefit of 266 included in income tax provision | — | 716 | 716 | |||||
| Net current-period other comprehensive income (loss) | (239,167 | ) | (85,507 | ) | (324,674 | ) | ||
| Balance - end of period | (115,752 | ) | $ | (91,087 | ) | $ | (206,839 | ) |
All values are in US Dollars.
11. Revenue
In order to further depict how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic factors, revenue (or “net sales”) is disaggregated by geographic region, major product category, and pattern of recognition.
Disaggregated revenue by geographic region (Americas, APAC, and EMEA) is presented in Note 4 – Segment Information and Geographic Data. Note 4 also contains disaggregated revenue information of the six major product categories identified by the Company – fitness, outdoor, aviation, marine, consumer auto, and auto OEM.
A large majority of the Company’s sales are recognized on a point in time basis, usually once the product is shipped and title and risk of loss have transferred to the customer. Sales recognized over a period of time are primarily within the auto and outdoor segments and relate to performance obligations that are satisfied over the life of the product or contractual service period. Revenue disaggregated by the timing of transfer of the goods or services is presented in the table below:
| 13-Weeks Ended | 39-Weeks Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 24, 2022 | September 25, 2021 | September 24, 2022 | September 25, 2021 | |||||
| Point in time | $ | 1,073,058 | $ | 1,132,339 | $ | 3,366,382 | $ | 3,429,686 |
| Over time | 67,376 | 59,634 | 187,549 | 161,520 | ||||
| Net sales | $ | 1,140,434 | $ | 1,191,973 | $ | 3,553,931 | $ | 3,591,206 |
Transaction price and costs associated with the Company’s unsatisfied performance obligations are reflected as deferred revenue and deferred costs, respectively, on the Company’s condensed consolidated balance sheets. Such amounts are recognized ratably over the applicable service period or estimated useful life. Changes in deferred revenue and costs during the 39-week period ended September 24, 2022 are presented below:
| 39-Weeks Ended<br>September 24, 2022 | ||||||
|---|---|---|---|---|---|---|
| Deferred<br> Revenue (1) | Deferred <br>Costs (2) | |||||
| Balance, beginning of period | $ | 129,272 | $ | 28,322 | ||
| Deferrals in period | 183,907 | 12,307 | ||||
| Recognition of deferrals in period | (187,548 | ) | (15,838 | ) | ||
| Balance, end of period | $ | 125,631 | $ | 24,791 |
(1) Deferred revenue is comprised of both deferred revenue and noncurrent deferred revenue per the condensed consolidated balance sheets
(2) Deferred costs are comprised of both deferred costs and noncurrent deferred costs per the condensed consolidated balance sheets
Of the $187,548 of deferred revenue recognized in the 39-week period ended September 24, 2022, $72,898 was deferred as of the beginning of the period. Approximately eighty percent of the $125,631 of deferred revenue at the end of the period, September 24, 2022, is recognized ratably over a period of three years or less.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The discussion set forth below, as well as other portions of this Quarterly Report, contain statements concerning potential future events. Such forward-looking statements are based upon assumptions by management, as of the date of this Quarterly Report, including assumptions about risks and uncertainties faced by the Company. Readers can identify these forward-looking statements by their use of such verbs as expects, anticipates, believes or similar verbs or conjugations of such verbs. If any of the Company’s assumptions prove incorrect or should unanticipated circumstances arise, actual results could materially differ from those anticipated by such forward-looking statements. The differences could be caused by a number of factors or combination of factors including, but not limited to, those factors identified in Part II, Item 1A of this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the year ended December 25, 2021. This report has been filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) in Washington, D.C. and can be obtained by contacting the SEC’s public reference operations or obtaining it through the SEC’s website at http://www.sec.gov. Readers are strongly encouraged to consider those factors when evaluating any forward-looking statement concerning the Company. The Company will not update any forward-looking statements in this Quarterly Report to reflect future events or developments.
The information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Condensed Consolidated Financial Statements and Notes thereto included in this Form 10-Q and the audited financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 25, 2021. Unless the context otherwise requires, references in this document to "we", "us", "our" and similar terms refer to Garmin Ltd. and its subsidiaries.
Unless otherwise indicated, amounts set forth in the discussion below are in thousands.
Company Overview
The Company is a leading worldwide provider of wireless devices, many of which feature Global Positioning System (GPS) navigation, and applications that are designed for people who live an active lifestyle. We are organized in the six operating segments of fitness, outdoor, aviation, marine, consumer auto, and auto OEM. The operating segments offer products through our network of subsidiary distributors and independent dealers and distributors, our own webshop, as well as through various auto, aviation, and marine original equipment manufacturers (OEMs). Each of the operating segments is managed separately.
Business Environment Update
A number of headwinds including high inflation, rising interest rates, and the strengthening of the U.S. Dollar relative to other major currencies have continued to lead to uncertainty in the economic environment. Additionally, while our global supply chain is routinely subject to component shortages, increased lead times, cost fluctuations, and logistics constraints, these factors have been further amplified by the current environment, including Russia’s invasion of Ukraine and the lingering impacts of the COVID-19 pandemic. We expect these economic and supply chain challenges to persist through the end of 2022 and beyond.
While Russia’s invasion of Ukraine has not had a material direct impact on our business, and our related direct exposure is limited, the nature and degree of the effects of that conflict, as well as the effects of the current economic environment over time remain uncertain. Refer to Part II, Item 1A, “Risk Factors” of this Quarterly Report for further discussion of the risks and uncertainties facing our Company.
Results of Operations
As indicated in Note 1 to the condensed consolidated financial statements, in the first quarter of fiscal 2022 the Company refined the methodology used in classifying certain indirect costs as research and development expense, which we believe provides a more meaningful representation of costs incurred to support research and development activities.
Additionally, as indicated in Note 1 and Note 4 to the condensed consolidated financial statements, in the first quarter of fiscal 2022 the methodology used to allocate certain selling, general, and administrative expenses to the segments was refined to allocate these expenses in a more direct manner to provide the Company’s CODM with a more meaningful representation of segment profit or loss. The Company’s composition of operating segments and reportable segments did not change.
These changes in classification and allocation had no effect on the Company’s consolidated operating or net income. The amounts presented below for selling, general, and administrative expense, research and development expense, segment operating expense, and segment operating income for the 13-week and 39-week periods ended September 25, 2021 have been recast to conform with the current period presentation.
Comparison of 13-Weeks ended September 24, 2022 and September 25, 2021
Net Sales
| Net Sales | 13-Weeks Ended September 24, 2022 | Year-over-Year Change | 13-Weeks Ended September 25, 2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Fitness | $ | 279,875 | (18 | %) | $ | 342,316 | |||
| Percentage of Total Net Sales | 25 | % | 29 | % | |||||
| Outdoor | 340,388 | 5 | % | 323,856 | |||||
| Percentage of Total Net Sales | 30 | % | 27 | % | |||||
| Aviation | 188,043 | 4 | % | 180,165 | |||||
| Percentage of Total Net Sales | 16 | % | 15 | % | |||||
| Marine | 196,506 | (5 | %) | 207,534 | |||||
| Percentage of Total Net Sales | 17 | % | 17 | % | |||||
| Auto | 135,622 | (2 | %) | 138,102 | |||||
| Percentage of Total Net Sales | 12 | % | 12 | % | |||||
| Consumer Auto | 66,444 | (20 | %) | 82,914 | |||||
| Percentage of Total Net Sales | 6 | % | 7 | % | |||||
| Auto OEM | 69,178 | 25 | % | 55,188 | |||||
| Percentage of Total Net Sales | 6 | % | 5 | % | |||||
| Total | $ | 1,140,434 | (4 | %) | $ | 1,191,973 |
Net sales decreased 4% for the 13-week period ended September 24, 2022 when compared to the year-ago quarter. Total unit sales in the third quarter of 2022 decreased to 3,491 when compared to total unit sales of 3,798 in the third quarter of 2021, which differs from the percent decrease in revenue primarily due to shifts in segment and product mix. Outdoor was the largest portion of our revenue mix at 30% in the third quarter of 2022 compared to fitness at 29% in the third quarter of 2021.
The increase in outdoor revenue was primarily driven by growth in adventure watches and inReach devices and services, partially offset by declines in other product lines. The aviation revenue increase was driven by sales growth in multiple product lines, primarily in aftermarket. Fitness revenue decreased primarily due to declines in our advanced wellness and indoor cycling products. Marine revenue decreased primarily due to the return of typical seasonality trends. Auto revenue decreased as a sales decline in our consumer auto products more than offset the sales growth in auto OEM programs.
Gross Profit
| Gross Profit | 13-Weeks Ended September 24, 2022 | Year-over-Year Change | 13-Weeks Ended September 25, 2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Fitness | $ | 147,716 | (19 | %) | $ | 183,028 | |||
| Percentage of Segment Net Sales | 53 | % | 53 | % | |||||
| Outdoor | 219,980 | 4 | % | 210,522 | |||||
| Percentage of Segment Net Sales | 65 | % | 65 | % | |||||
| Aviation | 137,732 | 5 | % | 131,260 | |||||
| Percentage of Segment Net Sales | 73 | % | 73 | % | |||||
| Marine | 110,747 | (5 | %) | 116,152 | |||||
| Percentage of Segment Net Sales | 56 | % | 56 | % | |||||
| Auto | 54,324 | (1 | %) | 54,985 | |||||
| Percentage of Segment Net Sales | 40 | % | 40 | % | |||||
| Consumer Auto | 30,432 | (23 | %) | 39,342 | |||||
| Percentage of Segment Net Sales | 46 | % | 47 | % | |||||
| Auto OEM | 23,892 | 53 | % | 15,643 | |||||
| Percentage of Segment Net Sales | 35 | % | 28 | % | |||||
| Total | $ | 670,499 | (4 | %) | $ | 695,947 | |||
| Percentage of Total Net Sales | 59 | % | 58 | % |
Gross profit dollars in the third quarter of 2022 decreased 4%, primarily due to the decrease in net sales when compared to the year-ago quarter, as described above. Consolidated gross margin was slightly higher when compared to the year-ago quarter, as a favorable segment mix and lower freight costs offset the net unfavorable impact of the strengthening of the U.S. Dollar relative to other major currencies. The fitness, outdoor, aviation, marine, and auto gross margins were each relatively flat when compared to the year-ago quarter.
Operating Expense
| Operating Expense | 13-Weeks Ended September 24, 2022 | Year-over-Year Change | 13-Weeks Ended September 25, 2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Advertising expense | $ | 32,888 | (10 | %) | $ | 36,705 | |||
| Percentage of Total Net Sales | 3 | % | 3 | % | |||||
| Selling, General and administrative expenses | 189,546 | 7 | % | 177,647 | |||||
| Percentage of Total Net Sales | 17 | % | 15 | % | |||||
| Research and development expense | 208,692 | 5 | % | 198,925 | |||||
| Percentage of Total Net Sales | 18 | % | 17 | % | |||||
| Total | $ | 431,126 | 4 | % | $ | 413,277 | |||
| Percentage of Total Net Sales | 38 | % | 35 | % |
Total operating expense increased 310 basis points and 4% in absolute dollars when compared to the year-ago quarter.
Advertising expense as a percent of revenue was relatively flat and decreased 10% in absolute dollars when compared to the year-ago quarter. The absolute dollar decrease was primarily attributable to decreased cooperative spend.
Selling, general and administrative expense increased 170 basis points as a percent of revenue and 7% in absolute dollars compared to the year-ago quarter. The absolute dollar expense increase in the third quarter of 2022 was primarily attributable to increased personnel related expenses and information technology costs.
Research and development expense increased 160 basis points as a percent of revenue and 5% in absolute dollars when compared to the year-ago quarter. The absolute dollar expense increase was primarily due to higher engineering personnel costs.
Operating Income
| Operating Income (Loss) | 13-Weeks Ended September 24, 2022 | Year-over-Year Change | 13-Weeks Ended September 25, 2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Fitness | $ | 40,850 | (45 | %) | $ | 74,469 | |||
| Percentage of Segment Net Sales | 15 | % | 22 | % | |||||
| Outdoor | 120,842 | (2 | %) | 122,875 | |||||
| Percentage of Segment Net Sales | 36 | % | 38 | % | |||||
| Aviation | 48,487 | (6 | %) | 51,747 | |||||
| Percentage of Segment Net Sales | 26 | % | 29 | % | |||||
| Marine | 44,950 | (18 | %) | 55,142 | |||||
| Percentage of Segment Net Sales | 23 | % | 27 | % | |||||
| Auto | (15,756 | ) | (27 | %) | (21,563 | ) | |||
| Percentage of Segment Net Sales | (12 | %) | (16 | %) | |||||
| Consumer Auto | 2,105 | (82 | %) | 11,979 | |||||
| Percentage of Segment Net Sales | 3 | % | 14 | % | |||||
| Auto OEM | (17,861 | ) | (47 | %) | (33,542 | ) | |||
| Percentage of Segment Net Sales | (26 | %) | (61 | %) | |||||
| Total | $ | 239,373 | (15 | %) | $ | 282,670 | |||
| Percentage of Total Net Sales | 21 | % | 24 | % |
Operating income decreased 15% in absolute dollars and 270 basis points as a percent of revenue when compared to the year-ago quarter. The decrease as a percent of revenue was due to higher operating expenses, while net sales declined, as described above. Decreases in operating income in fitness, outdoor, aviation, marine, and consumer auto were partially offset by improved performance in auto OEM.
Other Income (Expense)
| Other Income (Expense) | 13-Weeks Ended September 24, 2022 | 13-Weeks Ended September 25, 2021 | ||||
|---|---|---|---|---|---|---|
| Interest income | $ | 10,472 | $ | 6,897 | ||
| Foreign currency losses | (29,863 | ) | (15,014 | ) | ||
| Other income | 285 | 833 | ||||
| Total | $ | (19,106 | ) | $ | (7,284 | ) |
The average interest rate returns on cash and investments during the third quarter of 2022 was 1.5%, compared to 0.9% during the same quarter of 2021.
Foreign currency gains and losses for the Company are driven by movements of a number of currencies in relation to the U.S. Dollar. The Taiwan Dollar is the functional currency of Garmin Corporation, the Euro is the functional currency of several subsidiaries, and the U.S. Dollar is the functional currency of Garmin (Europe) Ltd., although some transactions and balances are denominated in British Pounds. Other notable currency exposures include the Australian Dollar, Chinese Yuan, Japanese Yen, and Polish Zloty. The majority of the Company’s consolidated foreign currency gain or loss is typically driven by the significant cash and marketable securities, receivables and payables held in a currency other than the functional currency at a given legal entity.
The $29.9 million currency loss recognized in the third quarter of 2022 was primarily due to the U.S. Dollar strengthening against the Polish Zloty, Euro, Australian Dollar, British Pound Sterling, Chinese Yuan, and Japanese Yen, partially offset by the U.S. Dollar strengthening against the Taiwan Dollar, within the 13-week period ended September 24, 2022. During this period, the U.S. Dollar strengthened 8.8% against the Polish Zloty, 8.2% against the Euro, 5.3% against the Australian Dollar, 11.5% against the British Pound Sterling, 5.4% against the Chinese Yuan, and 5.7% against the Japanese Yen resulting in losses of $15.4 million, $12.2 million, $5.0 million, $4.3 million, $3.3 million, and $1.9 million, respectively, partially offset by the U.S. Dollar strengthening 6.6% against the Taiwan Dollar, resulting in a gain of $17.1 million. The remaining net currency loss of $4.9 million was related to the impacts of other currencies, each of which was individually immaterial.
The $15.0 million currency loss recognized in the third quarter of 2021 was primarily due to the U.S. Dollar strengthening against the Euro, Polish Zloty, Australian Dollar, and British Pound Sterling and weakening against the Taiwan Dollar within the 13-week period ended September 25, 2021. During this period, the U.S. Dollar strengthened 1.8% against the Euro, 3.6% against the Polish Zloty, 3.8% against the Australian Dollar, and 1.4% against the British Pound Sterling, resulting in losses of $4.1 million, $3.0 million, $1.4 million, and $0.9 million, respectively, while the U.S. Dollar weakened 0.6% against the Taiwan Dollar, resulting in a loss of $2.7 million. The remaining net currency loss of $2.9 million was related to the impacts of other currencies, each of which was individually immaterial.
Income Tax Provision
The Company recorded income tax expense of $9.4 million in the 13-week period ended September 24, 2022, compared to income tax expense of $16.3 million in the 13-week period ended September 25, 2021. The effective tax rate was 4.3% in the third quarter of 2022, compared to 5.9% in the third quarter of 2021. The decrease was primarily due to income mix by jurisdiction and an increase in U.S. tax deductions and credits in the 13-week period ended September 24, 2022 compared to the year-ago quarter.
Net Income
As a result of the above, net income for the 13-week period ended September 24, 2022 was $210.8 million compared to $259.0 million for the 13-week period ended September 25, 2021, a decrease of $48.2 million.
Comparison of 39-Weeks ended September 24, 2022 and September 25, 2021
Net Sales
| Net Sales | 39-Weeks Ended September 24, 2022 | Year-over-Year Change | 39-Weeks Ended September 25, 2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Fitness | $ | 772,867 | (27 | %) | $ | 1,063,642 | |||
| Percentage of Total Net Sales | 22 | % | 30 | % | |||||
| Outdoor | 1,106,908 | 22 | % | 903,715 | |||||
| Percentage of Total Net Sales | 31 | % | 25 | % | |||||
| Aviation | 567,548 | 6 | % | 534,886 | |||||
| Percentage of Total Net Sales | 16 | % | 15 | % | |||||
| Marine | 693,369 | 2 | % | 678,698 | |||||
| Percentage of Total Net Sales | 19 | % | 19 | % | |||||
| Auto | 413,239 | 1 | % | 410,265 | |||||
| Percentage of Total Net Sales | 12 | % | 11 | % | |||||
| Consumer Auto | 211,902 | (9 | %) | 231,587 | |||||
| Percentage of Total Net Sales | 6 | % | 6 | % | |||||
| Auto OEM | 201,337 | 13 | % | 178,678 | |||||
| Percentage of Total Net Sales | 6 | % | 5 | % | |||||
| Total | $ | 3,553,931 | (1 | %) | $ | 3,591,206 |
Net sales decreased 1% for the 39-week period ended September 24, 2022 when compared to the year-ago period. Total unit sales in the first three quarters of 2022 decreased to 10,672 when compared to total unit sales of 11,564 in the first three quarters of 2021, which differs from the percent decrease in revenue primarily due to shifts in segment and product mix. Outdoor was the largest portion of our revenue mix at 31% in the first three quarters of 2022 compared to fitness at 30% in the first three quarters of 2021.
The increase in outdoor revenue was primarily driven by strong demand for our adventure watches. Aviation revenue increased due to growth in both OEM and aftermarket product categories. Marine revenue increased due to growth across multiple product categories, led by strong demand for our sonar products. The increase in auto revenue was due to sales growth in auto OEM programs, partially offset by sales declines in our consumer auto products. Fitness revenue decreased due to declines across all product categories, driven primarily by our advanced wearables and cycling products.
Gross Profit
| Gross Profit | 39-Weeks Ended September 24, 2022 | Year-over-Year Change | 39-Weeks Ended September 25, 2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Fitness | $ | 387,921 | (33 | %) | $ | 581,765 | |||
| Percentage of Segment Net Sales | 50 | % | 55 | % | |||||
| Outdoor | 720,731 | 22 | % | 590,355 | |||||
| Percentage of Segment Net Sales | 65 | % | 65 | % | |||||
| Aviation | 413,206 | 6 | % | 389,376 | |||||
| Percentage of Segment Net Sales | 73 | % | 73 | % | |||||
| Marine | 376,734 | (3 | %) | 390,141 | |||||
| Percentage of Segment Net Sales | 54 | % | 57 | % | |||||
| Auto | 163,213 | (2 | %) | 166,717 | |||||
| Percentage of Segment Net Sales | 39 | % | 41 | % | |||||
| Consumer Auto | 98,645 | (13 | %) | 113,567 | |||||
| Percentage of Segment Net Sales | 47 | % | 49 | % | |||||
| Auto OEM | 64,568 | 21 | % | 53,150 | |||||
| Percentage of Segment Net Sales | 32 | % | 30 | % | |||||
| Total | $ | 2,061,805 | (3 | %) | $ | 2,118,354 | |||
| Percentage of Total Net Sales | 58 | % | 59 | % |
Gross profit dollars in the first three quarters of 2022 decreased 3% and consolidated gross margin decreased 100 basis points when compared to the year-ago period, primarily due to higher freight costs and the strengthening of the U.S. Dollar relative to other major currencies, which created downward pressure on revenues.
The fitness, outdoor, marine, and auto gross margins were adversely impacted by higher freight costs and a stronger U.S. Dollar. In the outdoor segment, these impacts were partially offset by a favorable product mix.
Operating Expense
| Operating Expense | 39-Weeks Ended September 24, 2022 | Year-over-Year Change | 39-Weeks Ended September 25, 2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Advertising expense | $ | 110,378 | — | % | $ | 110,705 | |||
| Percentage of Total Net Sales | 3 | % | 3 | % | |||||
| Selling, General and administrative expenses | 571,541 | 8 | % | 530,351 | |||||
| Percentage of Total Net Sales | 16 | % | 15 | % | |||||
| Research and development expense | 619,215 | 8 | % | 573,798 | |||||
| Percentage of Total Net Sales | 17 | % | 16 | % | |||||
| Total | $ | 1,301,134 | 7 | % | $ | 1,214,854 | |||
| Percentage of Total Net Sales | 37 | % | 34 | % |
Total operating expense increased 280 basis points as a percent of revenue and 7% in absolute dollars when compared to the year-ago period.
Advertising expense as a percent of revenue and in absolute dollars was relatively flat when compared to the year-ago period.
Selling, general and administrative expense increased 130 basis points as a percent of revenue and 8% in absolute dollars when compared to the year-ago period. The absolute dollar increase in the first three quarters of 2022 was primarily attributable to increased personnel related expenses and information technology costs.
Research and development expense increased 150 basis points as a percent of revenue and 8% in absolute dollars when compared to the year-ago period. The absolute dollar increase was primarily due to higher engineering personnel costs.
Operating Income
| Operating Income (Loss) | 39-Weeks Ended September 24, 2022 | Year-over-Year Change | 39-Weeks Ended September 25, 2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Fitness | $ | 64,894 | (75 | %) | $ | 258,884 | |||
| Percentage of Segment Net Sales | 8 | % | 24 | % | |||||
| Outdoor | 424,071 | 26 | % | 335,728 | |||||
| Percentage of Segment Net Sales | 38 | % | 37 | % | |||||
| Aviation | 150,359 | 2 | % | 147,888 | |||||
| Percentage of Segment Net Sales | 26 | % | 28 | % | |||||
| Marine | 172,451 | (18 | %) | 209,140 | |||||
| Percentage of Segment Net Sales | 25 | % | 31 | % | |||||
| Auto | (51,104 | ) | 6 | % | (48,140 | ) | |||
| Percentage of Segment Net Sales | (12 | %) | (12 | %) | |||||
| Consumer Auto | 15,058 | (60 | %) | 37,371 | |||||
| Percentage of Segment Net Sales | 7 | % | 16 | % | |||||
| Auto OEM | (66,162 | ) | (23 | %) | (85,511 | ) | |||
| Percentage of Segment Net Sales | (33 | %) | (48 | %) | |||||
| Total | $ | 760,671 | (16 | %) | $ | 903,500 | |||
| Percentage of Total Net Sales | 21 | % | 25 | % |
Operating income decreased 16% in absolute dollars and 380 basis points as a percent of revenue when compared to the year-ago period. The decrease as a percent of revenue was due to lower gross margin and higher operating expenses, while net sales declined, as described above. Decreases in operating income in fitness, marine, and consumer auto were partially offset by improved performance in outdoor, aviation and auto OEM.
Other Income (Expense)
| Other Income (Expense) | 39-Weeks Ended September 24, 2022 | 39-Weeks Ended September 25, 2021 | ||||
|---|---|---|---|---|---|---|
| Interest income | $ | 26,520 | $ | 21,568 | ||
| Foreign currency losses | (55,809 | ) | (30,621 | ) | ||
| Other Income | 3,716 | 3,511 | ||||
| Total | $ | (25,573 | ) | $ | (5,542 | ) |
The average interest rate returns on cash and investments during the 39-week periods ended September 24, 2022 and September 25, 2021 were 1.2% and 0.9%, respectively.
Foreign currency gains and losses for the Company are driven by movements of a number of currencies in relation to the U.S. Dollar. The Taiwan Dollar is the functional currency of Garmin Corporation, the Euro is the functional currency of several subsidiaries, and the U.S. Dollar is the functional currency of Garmin (Europe) Ltd., although some transactions and balances are denominated in British Pounds. Other notable currency exposures include the Australian Dollar, Chinese Yuan, Japanese Yen, and Polish Zloty. The majority of the Company’s consolidated foreign currency gain or loss is typically driven by the significant cash and marketable securities, receivables and payables held in a currency other than the functional currency at a given legal entity.
The $55.8 million currency loss recognized in the 39-week period ended September 24, 2022 was primarily due to the U.S. Dollar strengthening against the Polish Zloty, Euro, Australian Dollar, British Pound Sterling, Chinese Yuan, and Japanese Yen, partially offset by the U.S. Dollar strengthening against the Taiwan Dollar, within the 39-week period ended September 24, 2022. During this period, the U.S. Dollar strengthened 16.7% against the Polish Zloty, 14.4% against the Euro, 9.9% against the Australian Dollar, 18.9% against the British Pound Sterling, 10.0% against the Chinese Yuan, and 20.2% against the Japanese Yen resulting in losses of $26.7 million, $21.1 million, $11.7 million, $6.8 million, $6.2 million, and $5.7 million, respectively, partially offset by the U.S. Dollar strengthening 12.9% against the Taiwan Dollar, resulting in a gain of $34.2 million. The remaining net currency loss of $11.8 million was related to the impacts of other currencies, each of which was individually immaterial.
The $30.6 million currency loss recognized in the 39-week period ended September 25, 2021 was primarily due to the U.S. Dollar strengthening against the Euro and Polish Zloty and weakening against the Taiwan Dollar within the 39-week period ended September 25, 2021. During this period, the U.S. Dollar strengthened 4.0% against the Euro and 5.9% against the Polish Zloty, resulting in losses of $13.9 million and $3.8 million, respectively, while the U.S. Dollar weakened 1.4% against the Taiwan Dollar, resulting in a loss of $7.4 million. The remaining net currency loss of $5.5 million was related to the impacts of other currencies, each of which was individually immaterial.
Income Tax Provision
The Company recorded income tax expense of $54.8 million in the first three quarters of 2022, compared to income tax expense of $101.9 million in the first three quarters of 2021. The effective tax rate was 7.5% in the first three quarters of 2022, compared to 11.3% in the first three quarters of 2021. The decrease was primarily due to income mix by jurisdiction and an increase in U.S. tax deductions and credits in the first three quarters of 2022 compared to the first three quarters of 2021.
Net Income
As a result of the above, net income for the 39-week period ended September 24, 2022 was $680.3 million compared to $796.1 million for the 39-week period ended September 25, 2021, a decrease of $115.8 million.
Liquidity and Capital Resources
As of September 24, 2022, we had approximately $2.7 billion of cash, cash equivalents and marketable securities. We primarily use cash flow from operations, and expect that future cash requirements may be used, to fund our capital expenditures, support our working capital requirements, pay dividends, fund share repurchases, and fund strategic acquisitions. We believe that our existing cash balances and cash flow from operations will be sufficient to meet our short- and long-term projected working capital needs, capital expenditures, and other cash requirements.
Management invests idle or surplus cash in accordance with the investment policy, which has been approved by the Company’s Board of Directors. The investment policy’s primary objectives are to preserve capital, maintain an acceptable degree of liquidity, and maximize yield within the constraint of low credit risk. Garmin’s average interest rate returns on cash and investments during the first three quarters of 2022 and 2021 were approximately 1.2% and 0.9%, respectively. The fair value of our securities varies from period to period due to changes in interest rates, in the performance of the underlying collateral, and in the credit performance of the underlying issuer, among other factors. See Note 8 for additional information regarding marketable securities.
Cash Flows
Cash provided by operating activities totaled $419.6 million for the first three quarters of 2022, compared to $843.5 million for the first three quarters of 2021. The decrease was primarily due to a higher use of cash on purchases of inventory, principally associated with the Company's strategy to increase days of supply to support our increasingly diversified product lines, optimize shipping methods, and mitigate increased lead times for raw materials. Additionally, the Company used more cash for income taxes and operating expenses, while sales and the associated collections of receivables were down in the first three quarters of 2022 compared to the first three quarters of 2021.
Cash used in investing activities totaled $319.1 million in the first three quarters of 2022, compared to $311.7 million for the first three quarters of 2021. The increase was primarily due to higher net purchases of marketable securities, as more desirable investment opportunities were available compared to the first three quarters of 2021.
Cash used in financing activities totaled $478.0 million for the first three quarters of 2022, compared to $344.5 million for the first three quarters of 2021. This increase was primarily due to the purchase of treasury stock under the share repurchase plan, and higher cash dividend payments in the first three quarters of 2022, as our declared dividend increased from $0.61 per share for the four calendar quarters beginning in June 2020 to $0.67 per share for the four calendar quarters beginning in June 2021, and to $0.73 per share for the four calendar quarters beginning in June 2022.
Use of Cash
Operating Leases
The Company has lease arrangements for certain real estate properties, vehicles, and equipment. Leased properties are typically used for office space, distribution, and retail. As of September 24, 2022, the Company had fixed lease payment obligations of $139.8 million, with $27.0 million payable within 12 months.
Inventory Purchase Obligations
The Company obtains various raw materials and components for its products from a variety of third party suppliers. The Company’s inventory purchase obligations are primarily noncancelable. As of September 24, 2022, the Company had inventory purchase obligations of $893.8 million, with $633.1 million payable within 12 months.
Other Purchase Obligations
The Company’s other purchase obligations primarily consist of noncancelable commitments for capital expenditures and other indirect purchases in connection with conducting our business. As of September 24, 2022, the Company had other purchase obligations of $372.9 million, with $176.5 million payable within 12 months.
Critical Accounting Policies and Estimates
General
Our discussion and analysis of financial condition and results of operations are based upon the Company’s condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The presentation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to customer sales programs and incentives, product returns, bad debts, inventories, investments, intangible assets, income taxes, warranty obligations, and contingencies and litigation. We base our estimates on historical experience and 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 value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
For a description of the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements, refer to Note 2, “Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements in Part II, Item 8 and “Critical Accounting Policies and Estimates” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2021. There were no significant changes to the Company’s critical accounting policies and estimates in the 13-week and 39-week periods ended September 24, 2022.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There are numerous market risks that can affect our future business, financial condition and results of operations. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 25, 2021. There have been no material changes during the 13-week and 39-week periods ended September 24, 2022 in the risks described in our Annual Report on Form 10-K related to market sensitivity, inflation, foreign currency exchange rate risk and interest rate risk.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. The Company maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. As of September 24, 2022, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of September 24, 2022 that our disclosure controls and procedures were effective such that the information relating to the Company, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in internal control over financial reporting. There has been no change in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended September 24, 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 1. Legal Proceedings
In the normal course of business, the Company and its subsidiaries are parties to various legal claims, actions, and complaints, including matters involving patent infringement, other intellectual property, product liability, customer claims and various other risks. It is not possible to predict with certainty whether or not the Company and its subsidiaries will ultimately be successful in any of these legal matters, or if not, what the impact might be. However, the Company’s management does not expect that the results in any of these legal proceedings will have a material adverse effect on the Company’s results of operations, financial position or cash flows. For additional information, see Note 6 – Commitments and Contingencies in the above Condensed Consolidated Financial Statements and Part I, Item 3, “Legal Proceedings” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2021.
Item 1A. Risk Factors
There are many risks and uncertainties that can affect our future business, financial performance or share price. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 25, 2021. There have been no material changes during the 39-week period ended September 24, 2022 in the risks described in our Annual Report on Form 10-K. These risks, however, are not the only risks facing our Company. Additional risks and uncertainties, including those not currently known to us or that we currently deem to be immaterial, also may materially adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Share repurchase activity during the 13-week period ended September 24, 2022, summarized on a trade-date basis, was as follows (in thousands, except per share amounts):
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share (2) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program | ||||
|---|---|---|---|---|---|---|---|---|
| June 26, 2022 - July 23, 2022 | 204 | $ | 100.76 | 204 | $ | 248,829 | ||
| July 24, 2022 - August 20, 2022 | 251 | $ | 98.19 | 251 | $ | 224,163 | ||
| August 21, 2022 - September 24, 2022 | 424 | $ | 89.32 | 424 | $ | 186,264 | ||
| Total | 879 | 879 |
(1) The Board of Directors approved a share repurchase program on April 22, 2022 (the "Program"), authorizing the Company to purchase up to $300 million of its common shares as determined by management at its discretion. Share repurchases may be made in the open market or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing and volume of share repurchases are subject to market conditions, business conditions and applicable laws, and are at management’s discretion. The Program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time. The share repurchase authorization expires on December 29, 2023. See Note 9 in Part I, Item 1 of this Quarterly Report for additional information related to share repurchases.
(2) Average price paid per share includes costs associated with the repurchases.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GARMIN LTD. | |
|---|---|
| By | /s/ Douglas G. Boessen |
| Douglas G. Boessen | |
| Chief Financial Officer | |
| (Principal Financial Officer and | |
| Principal Accounting Officer) |
Dated: October 26, 2022
EX-10.1
EXHIBIT 10.1
GARMIN LTD.
EMPLOYEE STOCK PURCHASE PLAN
as Amended and Restated on October 21, 2022
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| I. | Purpose and Effective Date | 2 |
| II. | Definitions | 2 |
| III. | Administration | 4 |
| IV. | Number of Shares | 5 |
| V. | Eligibility Requirements | 6 |
| VI. | Enrollment | 7 |
| VII. | Grant of Options on Enrollment | 7 |
| VIII. | Payroll Deductions | 8 |
| IX. | Purchase of Shares | 9 |
| X. | Withdrawal From the Plan; Termination of Employment; Leave of Absence; Death | 11 |
| XI. | Miscellaneous | 13 |
GARMIN LTD.
EMPLOYEE STOCK PURCHASE PLAN (as Amended and Restated on October 21, 2022)
I. Purpose and Effective Date
1.1 The purpose of the Garmin Ltd. Employee Stock Purchase Plan is to provide an opportunity for eligible employees to acquire a proprietary interest in Garmin Ltd. through accumulated payroll deductions. It is the intent of the Company to have the Plan qualify as an "employee stock purchase plan" under Section 423 of the Code. The provisions of the Plan shall be construed to extend and limit participation in a manner consistent with the requirements of Section 423 of the Code.
1.2 The Plan was initially approved by the board of directors of Garmin Ltd., a company incorporated in the Cayman Islands ("Garmin Cayman"), on October 20, 2000 and approved by Garmin Cayman's stockholders on October 24, 2000. The Plan was amended and restated as of January 1, 2010 and again as of June 27, 2010 following the re-domestication transaction on June 27, 2010 pursuant to which the shares of Garmin Cayman were exchanged for shares of the Company and the Company became the public holding company of Garmin Cayman and its subsidiaries. The Plan was amended and restated again on June 5, 2015, October 21, 2016 and June 7, 2019. No option shall be granted under the Plan after the date as of which the Plan is terminated by the Board in accordance with Section 11.7 of the Plan.
II. Definitions
The following words and phrases, when used in this Plan, unless their context clearly indicates otherwise, shall have the following respective meanings:
2.1 "Account" means a recordkeeping account maintained for a Participant to which payroll deductions are credited in accordance with Article VIII of the Plan.
2.2 "Administrator" means the persons or committee appointed under Section 3.1 to administer the Plan.
2.3 "Article" means an Article of this Plan.
2.4 "Accumulation Period" means, as to the Company or a Participating Subsidiary, a period of six months commencing with the first regular payroll period commencing on or after each successive January 1 and ending on each successive June 30 and a period of six months commencing with the first regular payroll period commencing on or after each successive July 1 and ending on each successive December 31. The Committee may modify (including increasing or decreasing the length of time covered) or suspend Accumulation Periods at any time and from time to time.
2.5 "Base Earnings" means base salary and wages payable by the Company or a Participating Subsidiary to an Eligible Employee, prior to pre-tax deductions for contributions to qualified or non-qualified (under the Code) benefit plans or arrangements, and excluding bonuses, incentives and overtime pay but including commissions.
2.6 "Board" means the Board of Directors of the Company.
2.7 "Code" means the Internal Revenue Code of 1986, as amended.
2.8 "Company" means Garmin Ltd., a Swiss corporation.
2.9 "Cut-Off Date" means the date established by the Administrator from time to time by which enrollment forms must be received with respect to an Accumulation Period.
2.10 "Eligible Employee" means an Employee, including an employee on an Authorized Leave of Absence (as defined in Section 10.3), eligible to participate in the Plan in accordance with Article V.
2.11 "Employee" means an individual who performs services for the Company or a Participating Subsidiary pursuant to an employment relationship described in Treasury Regulations Section 31.3401(c)-1 or any successor provision, or an individual who would be performing such services but for such individual's Authorized Leave of Absence (as defined in Section 10.3).
2.12 "Enrollment Date" means the first Trading Day of an Accumulation Period beginning on or after January 1, 2000.
2.13 "Exchange Act" means the Securities Exchange Act of 1934.
2.14 "Fair Market Value" means, as of any applicable date:
(a) If the security is listed on the New York Stock Exchange or any other established stock exchange or traded on any established market system, the closing price, regular way, of the security on such exchange or market system, or if no such reported sale of the security shall have occurred on such date, on the latest preceding date on which there was such a reported sale, in all cases, as reported in The Wall Street Journal or such other source as the Board deems reliable.
(b) In the absence of such markets for the security, the value determined by the Board in good faith.
2.15 "Participant" means an Eligible Employee who has enrolled in the Plan pursuant to Article VI. A Participant shall remain a Participant until the applicable date set forth in Article X.
2.16 "Participating Subsidiary" means a Subsidiary incorporated under the laws of any state in the United States, a territory of the United States, Puerto Rico, or the District of Columbia, or such foreign Subsidiary approved under Section 3.3, which has adopted the Plan as a Participating Subsidiary by action of its board of directors and which has been designated by the Board in accordance with Section 3.3 as covered by the Plan, subject to the requirements of Section 423 of the Code except as noted in Section 3.3.
2.17 "Plan" means the Garmin Ltd. Employee Stock Purchase Plan, as amended and restated on October 21, 2022 as set forth herein and as from time to time amended.
2.18 "Purchase Date" means the specific Trading Day during an Accumulation Period on which Shares are purchased under the Plan in accordance with Article IX. For each Accumulation Period, the Purchase Date shall be the last Trading Day occurring in such Accumulation Period. The Administrator may, in its discretion, designate a different Purchase Date with respect to any Accumulation Period.
2.19 "Qualified Military Leave" means an absence due to service in the uniformed services of the United States (as defined in Chapter 43 of Title 38 of the United States Code) by an individual employee of the Company or a Participating Subsidiary, provided the individual's rights to reemployment under the Uniformed Services Employment and Reemployment Rights Act of 1994 have not expired or terminated.
2.20 "Section" means a section of this Plan, unless indicated otherwise.
2.21 "Securities Act" means the Securities Act of 1933, as amended.
2.22 "Share" means a share, CHF 0.10 par value, of Garmin Ltd.
2.23 "Subsidiary" means any corporation in an unbroken chain of corporations beginning with the Company if, as of the applicable Enrollment Date, each of the corporations other than the last corporation in the chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.
2.24 "Trading Day" means a day the national exchange on which the Shares are listed for trading or, if not so listed, a day the New York Stock Exchange is open for trading.
III. Administration
3.1 Subject to Section 11.7, the Plan shall be administered by the Board, or committee ("Committee") appointed by the Board. The Committee shall consist of at least one Board member, but may additionally consist of individuals who are not members of the Board. The Committee shall serve at the pleasure of the Board. If the Board does not so appoint a Committee, the Board shall administer the Plan. Any references herein to "Administrator" are, except as the context requires otherwise, references to the Board or the Committee, as applicable.
3.2 If appointed under Section 3.1, the Committee may select one of its members as chairman and may appoint a secretary. The Committee shall make such rules and regulations for the conduct of its business as it shall deem advisable; provided, however, that all determinations of the Committee shall be made by a majority of its members.
3.3 The Administrator shall have the power, in addition to the powers set forth elsewhere in the Plan, and subject to and within the limits of the express provisions of the Plan, to construe and interpret the Plan and options granted under it; to establish, amend and revoke rules and regulations for administration of the Plan; to determine all questions of policy and expediency that may arise in the administration of the Plan; to allocate and delegate such of its powers as it deems desirable to facilitate the administration and operation of the Plan; and, generally, to exercise such powers and perform such acts as it deems necessary or expedient to promote the best interests of the Company. The Administrator's determinations as to the interpretation and operation of this Plan shall be final and conclusive.
The Board may designate from time to time which Subsidiaries of the Company shall be Participating Subsidiaries. Without amending the Plan, the Board may adopt special or different rules for the operation of the Plan which allow employees of any foreign Subsidiary to participate in the purposes of the Plan. In furtherance of such purposes, the Board may approve such modifications, procedures, rules or sub-plans as it deems necessary or desirable, including those deemed necessary or desirable to comply with any foreign laws or to realize tax benefits under foreign law. Any such different or special rules for employees of any foreign Subsidiary shall not be subject to Code Section 423 and for purposes of the Code shall be treated as separate and apart from the balance of the Plan.
3.4 This Article III relating to the administration of the Plan may be amended by the Board from time to time as may be desirable to satisfy any requirements of or under the federal securities and/or other applicable laws of the United States, or to obtain any exemption under such laws.
IV. Number of Shares
4.1 Eight million (8,000,000) Shares are reserved for sales and authorized for issuance pursuant to the Plan. Shares sold under the Plan may be newly-issued Shares, outstanding Shares reacquired in private transactions or open market purchases, or any combination of the foregoing. If any option granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under such option shall again become available for the Plan.
4.2 In the event of any reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, acquisition of property or shares, separation, asset spin-off, stock rights offering, liquidation or other similar change in the capital structure of the Company, the Board shall make such adjustment, if any, as it deems appropriate in the number, kind and purchase price of the Shares available for purchase under the Plan. In the event that, at a time when options are outstanding hereunder, there occurs a dissolution or liquidation of the Company, except pursuant to a transaction to which Section 424(a) of the Code applies, each option to purchase Shares shall terminate, but the Participant holding such option shall have the right to exercise his or her option prior to such termination of the option upon the dissolution or liquidation. The Company reserves the right to reduce the number of Shares which Employees may purchase pursuant to their enrollment in the Plan.
V. Eligibility Requirements
5.1 Except as provided in Section 5.2, each individual who is an Eligible Employee of the Company or a Participating Subsidiary on the applicable Cut-Off Date shall become eligible to participate in the Plan in accordance with Article VI as of the first Enrollment Date following the date the individual becomes an Employee of the Company or a Participating Subsidiary, provided that the individual remains an Eligible Employee on the first day of the Accumulation Period associated with such Enrollment Date. Participation in the Plan is entirely voluntary.
5.2 Employees meeting any of the following restrictions are not eligible to participate in the Plan:
(a) Employees who, immediately upon enrollment in the Plan or upon grant of an Option would own directly or indirectly, or hold options or rights to acquire, an aggregate of 5% or more of the total combined voting power or value of all outstanding shares of all classes of stock of the Company or any Subsidiary (and for purposes of this paragraph, the rules of Code Section 424(d) shall apply, and stock which the Employee may purchase under outstanding options shall be treated as stock owned by the Employee);
(b) Employees (other than individuals on Authorized Leave of Absence (as defined in Section 10.3)) who are customarily employed by the Company or a Participating Subsidiary for not more than 20 hours per week; or
(c) Employees (other than individuals on Authorized Leave of Absence (as defined in Section 10.3)) who are customarily employed by the Company or a Participating Subsidiary for not more than five (5) months in any calendar year.
5.3 The Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the options shall be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and the options granted hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
VI. Enrollment
6.1 Eligible Employees will be automatically enrolled in the Plan on the first day of each Accumulation Period. Any Eligible Employee may consent to enrollment in the Plan for an Accumulation Period by completing and signing an enrollment form (which authorizes payroll deductions during such Accumulation Period in accordance with Section 8.1) and submitting such enrollment form to the Company or the Participating Subsidiary on or before the Cut-Off Date specified by the Administrator. Payroll deductions pursuant to the enrollment form shall be effective as of the first payroll period with a pay day after the Enrollment Date for the Accumulation Period to which the enrollment form relates, and shall continue in effect until the earliest of:
(a) the end of the last payroll period with a payday in the Accumulation Period;
(b) the date during the Accumulation Period as of which the Employee elects to cease his or her enrollment in accordance with Section 8.3; and
(c) the date during the Accumulation Period as of which the Employee withdraws from the Plan or has a termination of employment in accordance with Article X.
VII. Grant of Options on Enrollment
7.1 The automatic enrollment by an Eligible Employee in the Plan as of an Enrollment Date will constitute the grant as of such Enrollment Date by the Company to such Participant of an option to purchase Shares from the Company pursuant to the Plan.
7.2 An option granted to a Participant pursuant to this Plan shall expire, if not terminated earlier for any reason, on the earliest to occur of: (a) the end of the Purchase Date with respect to the Accumulation Period in which such option was granted; (b) the completion of the purchase of Shares under the option under Article IX; or (c) the date on which participation of such Participant in the Plan terminates for any reason.
7.3 As of each Enrollment Date, each Participant shall automatically be granted an option to purchase a maximum number of Shares, subject to the terms of the Plan, equal to the quotient of $25,000 divided by the Fair Market Value of a Share on the Enrollment Date.
7.4 Notwithstanding any other provision of this Plan, no Employee may be granted an option which permits his or her rights to purchase Shares under the Plan and any other Code Section 423 employee stock purchase plan of the Company or any of its Subsidiaries or parent companies to accrue (when the option first becomes exercisable) at a rate which exceeds $25,000 of Fair Market Value of such Shares (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. For purposes of administering this accrual limitation, the Administrator shall limit purchases under the Plan as follows:
(a) The number of Shares that may be purchasable by an Employee during his or her first Accumulation Period during a calendar year may not exceed a number of Shares determined by dividing $25,000 by the Fair Market Value of a Share on the Enrollment Date for that Accumulation Period.
(b) The number of Shares that may be purchasable by an Employee during any subsequent Accumulation Period during the same calendar year (if any) shall not exceed the number of Shares determined by performing the calculation below:
(i) First, the number of Shares purchased by the Employee during any previous Accumulation Period during the same calendar year shall be multiplied by the Fair Market Value of a Share on the Enrollment Date of such previous Accumulation Period.
(ii) Second, the amount determined under (i) above shall be subtracted from $25,000.
(iii) Third, the amount determined under (ii) above shall be divided by the Fair Market Value of a Share on the Enrollment Date for such subsequent Accumulation Period (for which the maximum number of Shares purchasable is being determined by this calculation) occurs. The quotient thus obtained shall be the maximum number of Shares that may be purchased by any Employee for such subsequent Accumulation Period.
VIII. Payroll Deductions
8.1 An Employee who files an enrollment form pursuant to Article VI shall elect and authorize in such form to have deductions made from his or her pay on each payday he or she receives a paycheck during the Accumulation Period to which the enrollment form relates, and he or she shall designate in such form the percentage (in whole percentages) of Base Earnings to be deducted each payday during such Accumulation Period. The minimum an Employee may elect and authorize to have deducted is 1% of his or her Base Earnings paid per pay period in such Accumulation Period, and the maximum is 10% of his or her Base Earnings paid per pay period in such Accumulation Period (or such larger or smaller percentage as the Administrator may designate from time to time).
8.2 Except as provided in the last paragraph of Section 6.1, deductions from a Participant's Base Earnings shall commence upon the first payday on or after the commencement of the Accumulation Period, and shall continue until the date on which such authorization ceases to be effective in accordance with Article VI. The amount of each deduction made for a Participant shall be credited to the Participant's Account. All payroll deductions received or held by the Company or a Participating Subsidiary may be, but are not required to be, used by the Company or Participating Subsidiary for any corporate purpose, and the Company or Participating Subsidiary shall not be obligated to segregate such payroll deductions, but may do so at the discretion of the Board.
8.3 As of the last day of any month during an Accumulation Period, a Participant may elect to cease (but not to increase or decrease) payroll deductions made on his or her behalf for the remainder of such Accumulation Period by filing the applicable election with the Company or Participating Subsidiary in such form and manner and at such time as may be permitted by the Administrator. A Participant who has ceased payroll deductions may have the amount which was credited to his or her Account prior to such cessation applied to the purchase of Shares as of the Purchase Date, in accordance with Section 9.1, and receive the balance of the Account with respect to which the enrollment is ceased, if any, in cash. A Participant who has ceased payroll deductions may also voluntarily withdraw from the Plan pursuant to Section 10.1. Any Participant who ceases payroll deductions for an Accumulation Period may re-enroll in the Plan on the next subsequent Enrollment Date following the cessation in accordance with the provisions of Article VI. A Participant who ceases to be employed by the Company or any Participating Subsidiary will cease to be a Participant in accordance with Section 10.2.
8.4 A Participant may not make any separate or additional contributions to his Account under the Plan. Neither the Company nor any Participating Subsidiary shall make separate or additional contributions to any Participant's Account under the Plan.
IX. Purchase of Shares
9.1 Subject to Section 9.2, any option held by the Participant which was granted under this Plan and which remains outstanding as of a Purchase Date shall be deemed to have been exercised on such Purchase Date for the purchase of the number of whole Shares which the funds accumulated in his or her Account as of the Purchase Date will purchase at the applicable purchase price (but not in excess of the number of Shares for which options have been granted to the Participant pursuant to Section 7.3). No Shares will be purchased on behalf of any Participant who fails to file an enrollment form authorizing payroll deductions for an Accumulation Period.
9.2 A Participant who holds an outstanding option as of a Purchase Date shall not be deemed to have exercised such option if the Participant elected not to exercise the option by withdrawing from the Plan in accordance with Section 10.1.
9.3 If, after a Participant's exercise of an option under Section 9.1, an amount remains credited to the Participant's Account as of a Purchase Date, then the remaining amount shall be distributed to the Participant in cash as soon as administratively practical after such Purchase Date.
9.4 Except as otherwise set forth in this Section 9.4, the purchase price for each Share purchased under any option shall be 85% of the lower of:
(a) the Fair Market Value of a Share on the Enrollment Date on which such option is granted; or
(b) the Fair Market Value of a Share on the Purchase Date, but - in the case of newly issued Shares - not lower than the par value of a Share.
Notwithstanding the above, the Board may establish a different purchase price for each Share purchased under any option provided that such purchase price is determined at least thirty (30) days prior to the Accumulation Period for which it is applicable and provided that such purchase price may not be less than (i) the purchase price set forth above and (ii) – in the case of newly issued Shares - than the par value per Share.
9.5 If Shares are purchased by a Participant pursuant to Section 9.1, then such Shares shall be held in non-certificated form at a bank or other appropriate institution selected by the Administrator until the earlier of the Participant's termination of employment or the time a Participant requests delivery of certificates representing such shares, which would only be possible if the Board resolved that share certificates shall be issued. If any law governing corporate or securities matters, or any applicable regulation of the Securities and Exchange Commission or other body having jurisdiction with respect to such matters, shall require that the Company or the Participant take any action in connection with the Shares being purchased under the option, delivery of such Shares shall be postponed until the necessary action shall have been completed, which action shall be taken by the Company at its own expense, without unreasonable delay.
Shares transferred pursuant to this Section 9.5 shall be registered in the name of the Participant or, if the Participant so elects, in the names of the Participant and one or more such other persons as may be designated by the Participant in joint tenancy with rights of survivorship or in tenancy by the entireties or as spousal community property, or in such forms of trust as may be approved by the Administrator, to the extent permitted by law.
9.6 In the case of Participants employed by a Participating Subsidiary, the Board may provide for Shares to be sold through the Subsidiary to such Participants, to the extent consistent with and governed by Section 423 of the Code.
9.7 If the total number of Shares for which an option is exercised on any Purchase Date in accordance with this Article IX, when aggregated with all Shares previously granted under this Plan, exceeds the maximum number of Shares reserved in Section 4.1, the Administrator shall make a pro rata allocation of the Shares available for delivery and distribution in as nearly a uniform manner as shall be practicable and as it shall determine to be equitable, and the balance of the cash amount credited to the Account of each Participant under the Plan shall be returned to him or her as promptly as administratively practical.
9.8 If a Participant or former Participant sells, transfers, or otherwise makes a disposition of Shares purchased pursuant to an option granted under the Plan within two years after the date such option is granted or within one year after the Purchase Date to which such option relates, or if the Participant or former Participant otherwise has a taxable event relating to Shares purchased under the Plan, and if such Participant or former Participant is subject to U.S. federal income tax, then such Participant or former Participant shall notify the Company or Participating Subsidiary in writing of any such sale, transfer or other disposition within 10 days of the consummation of such sale, transfer or other disposition, and shall remit to the Company or Participating Subsidiary or authorize the Company or Participating Subsidiary to withhold from other sources such amount as the Company may determine to be necessary to satisfy any federal, state or local tax withholding obligations of the Company or Participating Subsidiary. A Participant must reply to a written request, within 10 days of the receipt of such written request, from the Company, Participating Subsidiary, or Administrator regarding whether such a sale, transfer or other disposition has occurred.
The Administrator may from time to time establish rules and procedures (including but not limited to postponing delivery of Shares until the earlier of the expiration of the two-year or one-year period or the disposition of such Shares by the Participant) to cause the withholding requirements to be satisfied.
X. Withdrawal From the Plan; Termination of Employment; Leave of Absence; Death
10.1 Withdrawal from the Plan. Effective as of the last day of any calendar quarter during an Accumulation Period, a Participant may withdraw from the Plan in full (but not in part) by delivering a notice of withdrawal to the Company (in a manner prescribed by the Administrator) at least ten business days prior to the end of such calendar quarter (but in no event later than the June 1 or December 1 immediately preceding the Purchase Date for the Plan's two Accumulation Periods, respectively). Upon such withdrawal from participation in the Plan, all funds then accumulated in the Participant's Account shall not be used to purchase Shares, but shall instead be distributed to the Participant as soon as administratively practical after the end of such calendar quarter, and the Participant's payroll deductions shall cease as of the end of such calendar quarter. An Employee who has withdrawn during an Accumulation Period may not return funds to the Company or a Participating Subsidiary during the same Accumulation Period and require the Company or Participating Subsidiary to apply those funds to the purchase of Shares, nor may such Participant's payroll deductions continue, in accordance with Article VI. Any Eligible Employee who has withdrawn from the Plan may, however, re-enroll in the Plan on the next subsequent Enrollment Date following withdrawal in accordance with the provisions of Article VI.
10.2 Termination of Employment. Participation in the Plan terminates immediately when a Participant ceases to be employed by the Company or any Participating Subsidiary for any reason whatsoever, including but not limited to termination of employment, whether voluntary or involuntary, or on account of disability, or retirement, but not including death, or if the participating Subsidiary employing the Participant ceases for any reason to be a Participating Subsidiary. Participation in the Plan also terminates immediately when a Participant ceases to be an Eligible Employee under Article V or withdraws from the Plan. Upon termination of participation such terminated Participant's outstanding options shall thereupon terminate. As soon as administratively practical after termination of participation, the Company shall pay to the Participant or legal representative all amounts accumulated in the Participant's Account and held by the Company at the time of termination of participation, and any Participating Subsidiary shall pay to the Participant or legal representative all amounts accumulated in the Participant's Account and held by the Participating Subsidiary at the time of termination of participation.
10.3 Leaves of Absence.
(a) If a Participant takes a leave of absence (other than an Authorized Leave of Absence) without terminating employment, such Participant will be deemed to have discontinued contributions to the Plan in accordance with Section 8.3, but will remain a Participant in the Plan through the balance of the Accumulation Period in which his or her leave of absence begins, so long as such leave of absence does not exceed 90 days. If a Participant takes a leave of absence (other than an Authorized Leave of Absence) without terminating employment, such Participant will be deemed to have withdrawn from the Plan in accordance with Section 10.1 if such leave of absence exceeds 90 days.
(b) An Employee on an Authorized Leave of Absence shall remain a Participant in the Plan and, in the case of a paid Authorized Leave of Absence, shall have deductions made under Section 8.1 from payments that would, but for the Authorized Leave of Absence, be Base Earnings. An Employee who does not return from an Authorized Leave of Absence on the scheduled date (or, in the case of Qualified Military Leave, prior to the date such individual's reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 have expired or terminated) shall be deemed to have terminated employment on the last day of such Authorized Leave of Absence (or, in the case of Qualified Military Leave, the date such reemployment rights expire or are terminated).
(c) An "Authorized Leave of Absence" means (a) a Qualified Military Leave, and (b) an Employee's absence of more than 90 days which has been authorized, either pursuant to a policy of the Company or the Participating Subsidiary that employs the Employee, or pursuant to a written agreement between the employer and the Employee, which policy or written agreement guarantees the Employee's rights to return to employment.
10.4 Death. Unless mandatory applicable law provides otherwise as soon as administratively feasible after the death of a Participant, amounts accumulated in his or her Account shall be paid in cash to the beneficiary or beneficiaries designated by the Participant on a beneficiary designation form approved by the Board, but if the Participant does not make an effective beneficiary designation then such amounts shall be paid in cash to the Participant's spouse if the Participant has a spouse, or, if the Participant does not have a spouse, to the executor, administrator or other legal representative of the Participant's estate. Such payment shall relieve the Company and the Participating Subsidiary of further liability with respect to the Plan on account of the deceased Participant. If more than one beneficiary is designated, each beneficiary shall receive an equal portion of the Account unless the Participant has given express contrary instructions. None of the Participant's beneficiary, spouse, executor, administrator or other legal representative of the Participant's estate shall, prior to the death of the Participant by whom he has been designated, acquire any interest in the amounts credited to the Participant's Account under the Plan.
XI. Miscellaneous
11.1 Interest. Interest or earnings will not be paid on any Employee Accounts.
11.2 Restrictions on Transfer. The rights of a Participant under the Plan shall not be assignable or transferable by such Participant, and an option granted under the Plan may not be exercised during a Participant's lifetime other than by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw from the Plan in accordance with Section 10.1.
11.3 Administrative Assistance. If the Administrator in its discretion so elects, it may retain a brokerage firm, bank, other financial institution or other appropriate agent to assist in the purchase of Shares, delivery of reports or other administrative aspects of the Plan. If the Administrator so elects, each Participant shall (unless prohibited by applicable law) be deemed upon enrollment in the Plan to have authorized the establishment of an account on his or her behalf at such institution. Shares purchased by a Participant under the Plan shall be held in the account in the Participant's name, or if the Participant so indicates in the enrollment form, in the Participant's name together with the name of one or more other persons in joint tenancy with right of survivorship or in tenancy by the entireties or as spousal community property, or in such forms of trust as may be approved by the Administrator, to the extent permitted by law.
11.4 Costs. All costs and expenses incurred in administering the Plan shall be paid by the Company or Participating Subsidiaries, including any brokerage fees on the purchased Shares; excepting that any stamp duties, transfer taxes, fees to issue stock certificates, and any brokerage fees on the sale price applicable to participation in the Plan after the initial purchase of the Shares on the Purchase Date shall be charged to the Account or brokerage account of such Participant.
11.5 Equal Rights and Privileges. All Eligible Employees shall have equal rights and privileges with respect to the Plan so that the Plan qualifies as an "employee stock purchase plan" within the meaning of Section 423 or any successor provision of the Code and the related regulations. Notwithstanding the express terms of the Plan, any provision of the Plan which is inconsistent with Section 423 or any successor provision of the Code shall without further act or amendment by the Company or the Board be reformed to comply with the requirements of Code Section 423. This Section 11.5 shall take precedence over all other provisions in the Plan.
11.6 Applicable Law. The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of Kansas.
11.7 Amendment and Termination. The Board may amend, alter or terminate the Plan at any time; provided, however, that no amendment which would amend or modify the Plan in a manner requiring stockholder approval under Code Section 423 or the requirements of any securities exchange on which the Shares are traded shall be effective unless, within one year after it is adopted by the Board, it is approved by the holders of a majority of the voting power of the Company's outstanding shares. In addition, the Committee (if appointed under Section 3.1) may amend the Plan as provided in Section 3.3, subject to the conditions set forth therein and in this Section 11.7.
If the Plan is terminated, the Board may elect to terminate all outstanding options either prior to their expiration or upon completion of the purchase of Shares on the next Purchase Date, or may elect to permit options to expire in accordance with the terms of this Plan (and participation to continue through such expiration dates). If the options are terminated prior to expiration, all funds accumulated in Participants' Accounts as of the date the options are terminated shall be returned to the Participants as soon as administratively feasible.
11.8 No Right of Employment. Neither the grant nor the exercise of any rights to purchase Shares under this Plan nor anything in this Plan shall impose upon the Company or Participating Subsidiary any obligation to employ or continue to employ any employee. The right of the Company or Participating Subsidiary to terminate any employee shall not be diminished or affected because any rights to purchase Shares have been granted to such employee.
11.9 Requirements of Law. The Company shall not be required to sell, issue, or deliver any Shares under this Plan if such sale, issuance, or delivery might constitute a violation by the Company or the Participant of any provision of law. Unless a registration statement under the Securities Act is in effect with respect to the Shares proposed to be delivered under the Plan, the Company shall not be required to issue such Shares if, in the opinion of the Company or its counsel, such issuance would violate the Securities Act. Regardless of whether such Shares have been registered under the Securities Act or registered or qualified under the securities laws of any state, the Company may impose restrictions upon the hypothecation or further sale or transfer of such shares if, in the judgment of the Company or its counsel, such restrictions are necessary or desirable to achieve compliance with the provisions of the Securities Act, the securities laws of any state, or any other law or are otherwise in the best interests of the Company. Any determination by the Company or its counsel in connection with any of the foregoing shall be final and binding on all parties.
The Company may, but shall not be obligated to, register or qualify any securities covered by the Plan. The Company shall not be obligated to take any other affirmative action in order to cause the grant or exercise of any right or the issuance, sale, or deliver of Shares pursuant to the exercise of any right to comply with any law.
11.10 Gender. When used herein, masculine terms shall be deemed to include the feminine, except when the context indicates to the contrary.
11.11 Data Protection. The Board, the Committee, and any other person or entity empowered by the Board or the Committee to administer the Plan may process, store, transfer or disclose personal data of the Participants to the extent required for the implementation and administration of the Plan. The Board, the Committee and any other person or entity empowered by the Board or the Committee to administer the Restated Plan shall comply with any applicable data protection laws.
11.12 Withholding of Taxes. The Company or Participating Subsidiary may withhold from any purchase of Shares under this Plan or any sale, transfer or other disposition thereof any local, state, federal or foreign taxes, employment taxes, social taxes or other taxes at such times and from such other amounts as it deems appropriate. The Company or Participating Subsidiary may require the Participant to remit an amount in cash sufficient to satisfy any required withholding amounts to the Company or Participating Subsidiary, as the case may be.
Annex to the Plan for Grantees subject to Swiss inheritance law
1. Section 10.4 shall be replaced with the following:
10.4 Death. After the death of a Participant, amounts accumulated in his or her Account shall be paid to the Participant's estate in accordance with the applicable Swiss inheritance rules.
EX-31.1
EXHIBIT 31.1
CERTIFICATION
I, Clifton A. Pemble, certify that:
I have reviewed this quarterly report on Form 10-Q of Garmin Ltd.;
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 report;
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 report;
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 we 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 control 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 report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this 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;
- 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 function):
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: October 26, 2022 | By | /s/ Clifton A. Pemble |
|---|---|---|
| Clifton A. Pemble | ||
| President and Chief Executive Officer |
EX-31.2
EXHIBIT 31.2
CERTIFICATION
I, Douglas G. Boessen, certify that:
I have reviewed this quarterly report on Form 10-Q of Garmin Ltd.;
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 report;
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 report;
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 we 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 control 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 report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this 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;
- 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 function):
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: October 26, 2022 | By | /s/ Douglas G. Boessen |
|---|---|---|
| Douglas G. Boessen | ||
| Chief Financial Officer |
EX-32.1
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Garmin Ltd. (the “Company”) on Form 10-Q for the period ending September 24, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Clifton A. Pemble, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | |
| --- | --- | |
| Date: October 26, 2022 | By | /s/ Clifton A. Pemble |
| --- | --- | --- |
| Clifton A. Pemble | ||
| President and Chief Executive Officer |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
EX-32.2
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Garmin Ltd. (the “Company”) on Form 10-Q for the period ending September 24, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas G. Boessen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | |
| --- | --- | |
| Date: October 26, 2022 | By | /s/ Douglas G. Boessen |
| --- | --- | --- |
| Douglas G. Boessen | ||
| Chief Financial Officer |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.