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 29, 2018

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to _____

 

Commission file number 0-31983

 

 

GARMIN LTD. 

(Exact name of Company as specified in its charter)

 

Switzerland

(State or other jurisdiction

of incorporation or organization)

98-0229227

(I.R.S. Employer identification no.)

Mühlentalstrasse 2

8200 Schaffhausen

Switzerland

(Address of principal executive offices)

N/A

(Zip Code)

 

Company’s telephone number, including area code: +41 52 630 1600

 

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 and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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 ☐ (Do not check if a smaller reporting company) 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 29, 2018

CHF 0.10 par value: 198,077,418 (including treasury shares)

 

1

 

 

Garmin Ltd.

Form 10-Q

Quarter Ended September 29, 2018

 

Table of Contents

 

       
Part I - Financial Information   Page
     
Item 1. Condensed Consolidated Financial Statements   3
       
  Condensed Consolidated Balance Sheets at September 29, 2018 and December 30, 2017 (Unaudited)   3
       
  Condensed Consolidated Statements of Income for the 13-Weeks and 39-Weeks ended September 29, 2018 and September 30, 2017 (Unaudited)   4
       
  Condensed Consolidated Statements of Comprehensive Income for the 13-Weeks and 39-Weeks ended September 29, 2018 and September 30, 2017 (Unaudited)   5
       
  Condensed Consolidated Statements of Cash Flows for the 39-Weeks ended September 29, 2018 and September 30, 2017 (Unaudited)   6
       
  Notes to Condensed Consolidated Financial Statements (Unaudited)   7
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   22
       
Item 3. Quantitative and Qualitative Disclosures About Market Risk   32
       
Item 4. Controls and Procedures   32
       
Part II - Other Information    
     
Item 1. Legal Proceedings   33
       
Item 1A. Risk Factors   33
       
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   34
       
Item 3. Defaults Upon Senior Securities   34
       
Item 4. Mine Safety Disclosures   34
       
Item 5. Other Information   34
       
Item 6. Exhibits   34
       
Signature Page   35
     
Index to Exhibits   36

 

2

 

 

Part I - Financial Information

Item I - Condensed Consolidated Financial Statements

 

Garmin Ltd. And Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except per share information)

   September 29,   December 30, 
   2018   2017 
Assets          
Current assets:          
Cash and cash equivalents  $1,056,397   $891,488 
Marketable securities   173,697    161,687 
Accounts receivable, net   467,784    590,882 
Inventories   556,640    517,644 
Deferred costs   28,235    30,525 
Prepaid expenses and other current assets   117,866    153,912 
Total current assets   2,400,619    2,346,138 
           
Property and equipment, net   650,805    595,684 
           
Restricted cash   145    271 
Marketable securities   1,301,111    1,260,033 
Deferred income taxes   186,445    195,981 
Noncurrent deferred costs   29,732    33,029 
Intangible assets, net   424,776    409,801 
Other assets   102,334    107,352 
Total assets  $5,095,967   $4,948,289 
           
Liabilities and Stockholders’ Equity          
Current liabilities:          
Accounts payable  $197,069   $169,640 
Salaries and benefits payable   101,190    102,802 
Accrued warranty costs   35,960    36,827 
Accrued sales program costs   59,708    93,250 
Deferred revenue   97,604    103,140 
Accrued royalty costs   27,213    32,204 
Accrued advertising expense   24,213    30,987 
Other accrued expenses   67,426    93,652 
Income taxes payable   43,519    33,638 
Dividend payable   200,124    95,975 
Total current liabilities   854,026    792,115 
           
Deferred income taxes   82,846    76,612 
Noncurrent income taxes   126,893    138,295 
Noncurrent deferred revenue   77,634    87,060 
Other liabilities   1,860    1,788 
           
Stockholders’ equity:          
Shares, CHF 0.10 par value, 198,077 shares authorized and issued; 188,809 shares outstanding at September 29, 2018; and 188,189 shares outstanding at December 30, 2017;   17,979    17,979 
Additional paid-in capital   1,842,551    1,828,386 
Treasury stock   (433,274)   (468,818)
Retained earnings   2,520,828    2,418,444 
Accumulated other comprehensive income   4,624    56,428 
Total stockholders’ equity   3,952,708    3,852,419 
Total liabilities and stockholders’ equity  $5,095,967   $4,948,289 

 

See accompanying notes.

 

3

 

 

 

Garmin Ltd. And Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)

(In thousands, except per share information)

 

   13-Weeks Ended   39-Weeks Ended 
   September 29,   September 30,   September 29,   September 30, 
   2018   2017   2018   2017 
Net sales  $810,011   $751,244   $2,415,336   $2,224,241 
                     
Cost of goods sold   329,264    313,721    984,783    929,782 
                     
Gross profit   480,747    437,523    1,430,553    1,294,459 
                     
Advertising expense   31,140    32,449    100,000    105,983 
Selling, general and administrative expense   114,669    101,794    352,234    309,095 
Research and development expense   138,979    129,632    422,649    379,083 
Total operating expense   284,788    263,875    874,883    794,161 
                     
Operating income   195,959    173,648    555,670    500,298 
                     
Other income (expense):                    
     Interest income   11,089    9,207    32,310    26,931 
     Foreign currency (losses) gains   (6,868)   8,579    (3,405)   (13,808)
     Other income (expense)   1,147    (1,520)   6,800    (805)
Total other income (expense)   5,368    16,266    35,705    12,318 
                     
Income before income taxes   201,327    189,914    591,375    512,616 
                     
Income tax provision (benefit)   17,113    38,840    87,445    (53,840)
                     
Net income  $184,214   $151,074   $503,930   $566,456 
                     
Net income per share:                    
     Basic  $0.98   $0.81   $2.67   $3.01 
     Diluted  $0.97   $0.80   $2.66   $3.00 
                     
Weighted average common                    
     shares outstanding:                    
     Basic   188,799    187,616    188,554    187,902 
     Diluted   190,005    188,490    189,586    188,671 
                     
Dividends declared per share  $   $   $2.12   $2.04 

 

See accompanying notes.

 

4

 

 

Garmin Ltd. And Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)

 

   13-Weeks Ended   39-Weeks Ended 
   September 29,   September 30,   September 29,   September 30, 
   2018   2017   2018   2017 
Net income  $184,214   $151,074   $503,930   $566,456 
Foreign currency translation adjustment   (3,940)   5,689    (30,308)   71,591 
Change in fair value of available-for-sale marketable securities, net of deferred taxes   (1,168)   536    (21,044)   11,938 
Comprehensive income  $179,106   $157,299   $452,578   $649,985 

 

See accompanying notes.

 

5

 

 

Garmin Ltd. And Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

   39-Weeks Ended  
   September 29,   September 30, 
   2018   2017 
Operating activities:          
Net income  $503,930   $566,456 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation   47,902    44,011 
Amortization   23,574    19,688 
Gain on sale or disposal of property and equipment   (491)   (184)
Provision for doubtful accounts   1,265    551 
Provision for obsolete and slow moving inventories   17,719    16,504 
Unrealized foreign currency loss   4,158    17,786 
Deferred income taxes   20,177    (143,314)
Stock compensation expense   42,094    32,441 
Realized losses on marketable securities   481    594 
Changes in operating assets and liabilities, net of acquisitions:          
Accounts receivable   111,955    84,982 
Inventories   (69,139)   (86,631)
Other current and non-current assets   5,102    (9,635)
Accounts payable   32,601    (24,526)
Other current and non-current liabilities   (57,245)   (37,403)
Deferred revenue   (14,923)   (21,478)
Deferred costs   5,581    3,459 
Income taxes payable   27,041    (724)
Net cash provided by operating activities   701,782    462,577 
           
Investing activities:          
Purchases of property and equipment   (122,846)   (85,211)
Proceeds from sale of property and equipment   1,296    264 
Purchase of intangible assets   (2,982)   (9,069)
Purchase of marketable securities   (314,179)   (438,046)
Redemption of marketable securities   229,066    455,376 
Acquisitions, net of cash acquired   (29,170)   (12,400)
Net cash used in investing activities   (238,815)   (89,086)
           
Financing activities:          
Dividends   (296,149)   (287,318)
Proceeds from issuance of treasury stock related to equity awards   14,524    10,316 
Purchase of treasury stock related to equity awards   (6,909)   (3,587)
Purchase of treasury stock under share repurchase plan       (74,523)
Net cash used in financing activities   (288,534)   (355,112)
           
Effect of exchange rate changes on cash, cash equivalents, and restricted cash   (9,650)   26,021 
           
Net increase in cash, cash equivalents, and restricted cash   164,783    44,400 
Cash, cash equivalents, and restricted cash at beginning of period   891,759    846,996 
Cash, cash equivalents, and restricted cash at end of period  $1,056,542   $891,396 

 

See accompanying notes.

 

6

 

  

Garmin Ltd. and Subsidiaries

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

September 29, 2018

(In thousands, except per share information)

 

1.Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited 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. Additionally, the condensed consolidated financial statements should be read in conjunction with Item 2 of Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in this Form 10-Q. Operating results for the 13-week and 39-week periods ended September 29, 2018 are not necessarily indicative of the results that may be expected for the year ending December 29, 2018.

 

The condensed consolidated balance sheet at December 30, 2017 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. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 30, 2017.

 

The Company’s fiscal year is based on a 52-53 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 29, 2018 and September 30, 2017 both contain operating results for 13 weeks.

 

As previously announced and discussed below within the “Recently Adopted Accounting Standards” section of this footnote, effective beginning in the 2018 fiscal year, we adopted the requirements of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), using the full retrospective method. All amounts and disclosures set forth in this Form 10-Q reflect these changes. Further, as a result of the adoption of certain other accounting standards described below, effective beginning in the 2018 fiscal year, certain amounts in prior periods have been reclassified to conform to the current period presentation.

 

Recently Adopted Accounting Standards

 

Revenue from Contracts with Customers

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes previous revenue recognition guidance. The FASB issued several updates amending or relating to ASU 2014-09 (collectively, the “new revenue standard”). The Company has adopted the new revenue standard effective beginning in the 2018 fiscal year using the full retrospective method, which requires the Company to restate each prior reporting period presented in future financial statement issuances. The impacts of the new revenue standard relate to our accounting for certain arrangements within the auto segment.

 

A portion of the Company’s auto segment contracts have historically been accounted for under Accounting Standards Codification (ASC) Topic 985-605 Software-Revenue Recognition (Topic 985-605). Under Topic 985-605, the Company deferred revenue and associated costs of all elements of multiple-element software arrangements if vendor-specific objective evidence of fair value (VSOE) could not be established for an undelivered element (e.g. map updates). In applying the new revenue standard to certain contracts that include both software licenses and map updates, we will recognize the portion of revenue and costs related to the software license at the time of delivery rather than ratably over the map update period.

 

7

 

 

Additionally, for certain multiple-element arrangements within the Company’s auto segment, the Company’s policy has been to allocate consideration to traffic services and recognize the revenue and associated cost of royalties ratably over the estimated life of the underlying product. Under the new revenue standard, we will recognize revenue and associated costs of royalties related to certain traffic services at the time of hardware and/or software delivery. Specifically, the new revenue standard emphasizes the timing of the Company’s performance, and upon delivery of the navigation device and/or software, the Company has fully performed its obligation with respect to the design and production of the product to receive and interpret the broadcast traffic signal for the benefit of the end user.

 

The changes in accounting policy described above collectively result in reductions to deferred costs (asset) and deferred revenue (liability) balances, and accelerate the recognition of revenue and deferred costs in the auto segment going forward.

 

Summarized financial information depicting the impact of the new revenue standard is presented below. The Company’s historical net cash flows provided by or used in operating, investing, and financing activities are not impacted by adoption of the new revenue standard.

 

   13-Weeks Ended September 30, 2017   39-Weeks Ended September 30, 2017 
   As reported   Restated(1)   Impact   As reported   Restated(1)   Impact 
Net sales  $743,077   $751,244   $8,167   $2,198,508   $2,224,241   $25,733 
Gross profit   433,665    437,523    3,858    1,283,646    1,294,459    10,813 
Operating income   169,790    173,648    3,858    489,485    500,298    10,813 
Income tax provision (benefit)   38,643    38,840    197    (54,372)   (53,840)   532 
Net income  $147,413   $151,074   $3,661   $556,175   $566,456   $10,281 
Diluted net income per share  $0.78   $0.80   $0.02   $2.95   $3.00   $0.05 

 

(1)The Restated results presented above are restated under ASC Topic 606. Amounts related to the income tax effect of the new standard that were previously disclosed as the anticipated adoption impact in our press release attached as Exhibit 99.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on February 21, 2018 have been revised in this Note by immaterial amounts in connection with our adoption of ASC Topic 606.

 

   December 30, 2017   December 31, 2016 
                         
   As reported   Restated(2)   Impact   As reported   Restated(2)   Impact 
                               
Current assets:                              
     Deferred costs  $48,312   $30,525   $(17,787)  $47,395   $34,665   $(12,730)
Total current assets   2,363,925    2,346,138    (17,787)   2,263,016    2,250,286    (12,730)
Deferred income taxes   199,343    195,981    (3,362)   110,293    107,655    (2,638)
Noncurrent deferred costs   73,851    33,029    (40,822)   56,151    30,934    (25,217)
Total assets  $5,010,260   $4,948,289   $(61,971)  $4,525,133   $4,484,549   $(40,584)
Current liabilities:                              
     Deferred revenue   139,681    103,140    (36,541)   146,564    118,496    (28,068)
Total current liabilities   828,656    792,115    (36,541)   782,735    754,667    (28,068)
Deferred income taxes   75,215    76,612    1,397    61,220    62,617    1,397 
Non-current deferred revenue   163,840    87,060    (76,780)   140,407    91,238    (49,169)
     Retained earnings   2,368,874    2,418,444    49,570    2,056,702    2,092,221    35,519 
     Accumulated other comprehensive income   56,045    56,428    383    (36,761)   (37,024)   (263)
Total stockholders’ equity   3,802,466    3,852,419    49,953    3,418,003    3,453,259    35,256 
Total liabilities and stockholders’ equity  $5,010,260   $4,948,289   $(61,971)  $4,525,133   $4,484,549   $(40,584)

 

8

 

 

   52-Weeks Ended December 30, 2017   53-Weeks Ended December 31, 2016 
                         
   As reported   Restated(2)   Impact   As reported   Restated(2)   Impact 
Net sales  $3,087,004   $3,121,560   $34,556   $3,018,665   $3,045,797   $27,132 
Gross profit   1,783,164    1,797,941    14,777    1,679,570    1,688,525    8,955 
Operating income   668,860    683,637    14,777    623,909    632,864    8,955 
Income tax (benefit) provision   (12,661)   (11,936)   725    118,856    120,901    2,045 
Net income  $694,955   $709,007   $14,052   $510,814   $517,724   $6,910 
Diluted net income per share  $3.68   $3.76   $0.08   $2.70   $2.73   $0.03 

 

(2)The Restated results presented above are restated under ASC Topic 606. Amounts related to the income tax effect of the new standard that were previously disclosed as the anticipated adoption impact in Note 2, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements of our fiscal 2017 Annual Report on Form 10-K filed with the SEC on February 21, 2018 have been revised in this Note by immaterial amounts in connection with our adoption of ASC Topic 606.

 

Financial Instruments – Recognition, Measurement, Presentation, and Disclosure

 

In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The standard addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The Company has adopted the new standard effective beginning in the 2018 fiscal year. The adoption did not have a material impact on the Company’s financial position or results of operations.

 

Statement of Cash Flows

 

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. The standard addresses eight specific cash flow issues with the objective of reducing diversity in practice. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling changes in the total amounts within the statement of cash flows. The Company has adopted the new standards effective beginning in the 2018 fiscal year. The adoption of ASU 2016-15 did not have a material impact to the Company’s statements of cash flows. The amendments of ASU 2016-18 were applied using a retrospective transition method, resulting in immaterial changes to the presentation of the Company’s statements of cash flows.

 

The total of cash and cash equivalents and restricted cash balances presented on the condensed consolidated balance sheet reconciles to the total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows.

 

Income Taxes

 

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory (“ASU 2016-16”), which requires recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The Company has adopted the new standard effective beginning in the 2018 fiscal year, which resulted in a reclassification of approximately $1,700 of certain prepaid tax balances in a cumulative effect to retained earnings as of the date of adoption.

 

9

 

 

Income Statement – Reporting Comprehensive Income

 

In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”), which allows for stranded tax effects in accumulated other comprehensive income resulting from the U.S. Tax Cuts and Jobs Act to be reclassified to retained earnings. The Company has elected to early adopt the new standard effective beginning in the 2018 fiscal year, resulting in reclassification of approximately $452 from accumulated other comprehensive income into retained earnings. The tax effects that were reclassified only relate to amounts resulting from the U.S. Tax Cuts and Jobs Act.

 

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 30, 2017. Other than the policies discussed below, there were no material changes to the Company’s significant accounting policies during the 39-week period ended September 29, 2018.

 

Revenue Recognition

 

The Company recognizes revenue upon the transfer of control of promised products or services to the customer in an amount that depicts the consideration the Company expects to be entitled to for the related products or services. For the large majority of the Company’s sales, transfer of control occurs once product has shipped and title and risk of loss have transferred to the customer. The Company offers certain tangible products with ongoing services promised over a period of time, typically the useful life of the related tangible product. When we have identified such services as both capable of being distinct and separately identifiable from the related tangible product, the associated revenue allocated to such services is recognized over time. The Company generally does not offer specified or unspecified upgrade rights to its customers in connection with software sales.

 

For products that include tangible hardware that contains software essential to the tangible product’s functionality and ongoing services identified as separately identifiable performance obligations, the Company allocates revenue to all performance obligations based on their relative standalone selling prices (“SSP”), with the amounts allocated to ongoing services deferred and recognized over a period of time. These ongoing services primarily consist of the Company’s contractual promises to provide personal navigation device (PND) users with lifetime map updates (LMU) and server-based traffic services. In addition, we provide map update services (map care) over a contractual period in certain hardware and software contracts with original equipment manufacturers (OEMs). The Company has determined that directly observable prices do not exist for LMU, map care, or server-based traffic, as stand-alone and unbundled unit sales do not occur on more than a limited basis. Therefore, the Company uses the expected cost plus a margin as the primary indicator to calculate relative SSP of the LMU, map care, and traffic performance obligations. The revenue and associated costs allocated to the LMU, map care, and/or the server-based traffic service are deferred and recognized ratably over the estimated life of the products of approximately 3 years for PNDs, or the estimated map care period in OEM contracts of 3-10 years as we believe our efforts as it relates to providing these services are spread evenly throughout the performance period. In addition to the products listed above, the Company has offered certain other products with ongoing performance obligations including mobile applications, incremental navigation and/or communication service subscriptions, aviation database subscriptions, and extended warranties that are individually immaterial.

 

The Company records revenue net of sales tax and variable consideration such as trade discounts and customer returns. Payment is due typically within 90 days or less of shipment of product, or upon the grant of a given software license (as applicable). The Company records estimated reductions to revenue in the form of variable consideration for customer sales programs, returns and incentive offerings including rebates, price protection (product discounts offered to retailers to assist in clearing older products from their inventories in advance of new product releases), promotions and other volume-based incentives. The reductions to revenue are based on estimates and judgments using historical experience and expectation of future conditions. Changes in these estimates could negatively affect the Company’s operating results. These incentives are reviewed periodically and, with the exceptions of price protection and certain other promotions, typically accrued for on a percentage of sales basis.

 

10

 

 

Deferred Revenue and Costs

 

Deferred revenue consists primarily of the transaction price allocated to performance obligations that are recognized over a period of time basis as discussed in the Revenue Recognition portion of this footnote. Billings associated with such items are typically completed upon the transfer of control of promised products or services to the customer and recorded to accounts receivable until payment is received. Deferred costs primarily refer to the royalties incurred by the Company associated with the aforementioned unsatisfied performance obligations, which are amortized over the same period as the revenue is recognized. The Company typically pays the associated royalties either monthly or quarterly in arrears, on a per item shipped or installed basis.

 

The Company applies a practical expedient, as permitted within ASC 340, to expense as incurred the incremental costs to obtain a contract when the amortization period of the asset that would have otherwise been recognized is one year or less.

 

Shipping and Handling Costs

 

 Shipping and handling activities are typically performed before the customer obtains control of the good, and the related costs are therefore expensed as incurred. Shipping and handling costs are included in cost of goods sold in the accompanying condensed consolidated financial statements. 

 

2.Inventories

 

The components of inventories consist of the following:

 

   September 29,   December 30, 
   2018   2017 
         
Raw materials  $203,472   $179,659 
Work-in-process   92,050    75,754 
Finished goods   261,118    262,231 
Inventories  $556,640   $517,644 

 

11

 

 

3.Earnings Per Share

 

The following table sets forth the computation of basic and diluted net income per share:

 

   13-Weeks Ended 
   September 29,   September 30, 
   2018   2017 
Numerator:        
Numerator for basic and diluted net income per share - net income  $184,214   $151,074 
           
Denominator:          
Denominator for basic net income per share – weighted-average common shares   188,799    187,616 
           
Effect of dilutive securities – stock options, stock appreciation rights and restricted stock units   1,206    874 
           
Denominator for diluted net income per share – adjusted weighted-average common shares   190,005    188,490 
           
Basic net income per share  $0.98   $0.81 
           
Diluted net income per share  $0.97   $0.80 

 

   39-Weeks Ended 
   September 29,   September 30, 
   2018   2017 
Numerator:        
Numerator for basic and diluted net income per share - net income  $503,930   $566,456 
           
Denominator:          
Denominator for basic net income per share – weighted-average common shares   188,554    187,902 
           
Effect of dilutive securities – stock options, stock appreciation rights and restricted stock units   1,032    769 
           
Denominator for diluted net income per share – adjusted weighted-average common shares   189,586    188,671 
           
Basic net income per share  $2.67   $3.01 
           
Diluted net income per share  $2.66   $3.00 

 

12

 

 

There were no anti-dilutive stock options, stock appreciation rights and restricted stock units (collectively “equity awards”) outstanding during the 13-week period ended September 29, 2018 and 1,051 anti-dilutive equity awards outstanding during the 13-week period ended September 30, 2017.

 

There were no anti-dilutive equity awards outstanding during the 39-week period ended September 29, 2018 and 1,567 anti-dilutive equity awards outstanding during the 39-week period ended September 30, 2017.

 

There were 12 and 2 net shares issued as a result of exercises and releases of equity awards for the 13-week periods ended September 29, 2018 and September 30, 2017, respectively.

 

There were 390 and 161 net shares issued as a result of exercises and releases of equity awards for the 39-week periods ended September 29, 2018 and September 30, 2017, respectively.

 

There were 230 employee stock purchase plan (ESPP) shares issued from outstanding Treasury stock during the 39-week period ended September 29, 2018.

 

There were 248 ESPP shares issued from outstanding Treasury stock during the 39-week period ended September 30, 2017.

 

4.Segment Information

 

The Company has identified five reportable segments – auto, aviation, marine, outdoor and fitness. Net sales (“revenue”), gross profit, and operating income for each of the Company’s reportable segments are presented below.

 

   Reportable Segments 
                         
   Outdoor   Fitness   Marine   Auto   Aviation   Total 
                         
13-Weeks Ended September 29, 2018                    
                         
Net sales  $209,415   $190,185   $98,770   $165,214   $146,427   $810,011 
Gross profit   136,671    103,441    58,508    70,925    111,202    480,747 
Operating income   78,972    37,378    13,908    15,032    50,669    195,959 
                               
13-Weeks Ended September 30, 2017                              
                               
Net sales  $184,937   $167,147   $77,312   $197,220   $124,628   $751,244 
Gross profit   118,175    96,135    44,574    87,819    90,820    437,523 
Operating income   67,810    33,492    18,420    19,829    34,097    173,648 
                               
39-Weeks Ended September 29, 2018                              
                               
Net sales  $555,314   $581,315   $346,908   $486,653   $445,146   $2,415,336 
Gross profit   358,829    326,473    203,976    207,389    333,886    1,430,553 
Operating income   194,711    123,299    54,806    31,113    151,741    555,670 
                               
39-Weeks Ended September 30, 2017                              
                               
Net sales  $495,589   $485,999   $290,302   $580,792   $371,559   $2,224,241 
Gross profit   319,457    276,014    166,690    257,744    274,554    1,294,459 
Operating income   176,544    89,452    60,860    61,379    112,063    500,298 

 

Allocation of certain research and development expenses, and selling, general, and administrative expenses are made to each segment on a percent of revenue basis.

 

13

 

 

Net sales to external customers by geographic region were as follows for the 13-week and 39-week periods ended September 29, 2018 and September 30, 2017. 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 29,   September 30,   September 29,   September 30, 
   2018   2017   2018   2017 
Americas  $370,239   $346,208   $1,153,330   $1,072,247 
EMEA   307,087    291,703    862,116    831,687 
APAC   132,685    113,333    399,890    320,307 
Net sales to external customers  $810,011   $751,244   $2,415,336   $2,224,241 

 

Net property and equipment by geographic region as of September 29, 2018 and September 30, 2017 are presented below.

 

   Americas   APAC   EMEA   Total 
September 29, 2018                    
Property and equipment, net  $403,556   $202,790   $44,459   $650,805 
                     
September 30, 2017                    
Property and equipment, net  $356,351   $160,360   $37,730   $554,441 

 

5.Warranty Reserves

 

The Company’s products sold are generally covered by a standard warranty for periods ranging from one to three years. The Company’s estimate of costs to service its warranty obligations are based on historical experience and expectation 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 
   September 29,   September 30, 
   2018   2017 
         
Balance - beginning of period  $38,429   $37,012 
Accrual for products sold during the period   13,558    16,903 
Expenditures   (16,027)   (18,246)
Balance - end of period  $35,960   $35,669 

 

   39-Weeks Ended 
   September 29,   September 30, 
   2018   2017 
         
Balance - beginning of period  $36,827   $37,233 
Accrual for products sold during the period   40,682    40,850 
Expenditures   (41,549)   (42,414)
Balance - end of period  $35,960   $35,669 

 

6.Commitments and Contingencies

 

Commitments

 

The Company is party to certain commitments, which include purchases of raw materials, advertising expenditures, and other indirect purchases in connection with conducting our business. The aggregate amount of purchase orders and other commitments open as of September 29, 2018 was approximately $346,000. We cannot determine the aggregate amount of such purchase orders that represent contractual obligations because purchase orders may represent authorizations to purchase rather than binding agreements. Our purchase orders are based on our current needs and are typically fulfilled within short periods of time.

 

14

 

 

Contingencies

 

In the normal course of business, the Company and its subsidiaries are parties to various legal claims, investigations and complaints, including matters alleging patent infringement and other intellectual property claims. The Company evaluates, on a quarterly and annual basis, developments in legal proceedings, investigations, claims, and other loss contingencies that could affect any required accrual or disclosure or estimate of reasonably possible loss or range of loss. An estimated loss from a loss contingency is accrued by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. If a range of loss is estimated, and some amount within that range appears to be a better estimate than any other amount within that range, then that amount is accrued. If no amount within the range can be identified as a better estimate than any other amount, the Company accrues the minimum amount in the range.

 

If an outcome unfavorable to the Company is determined to be probable, but the amount of loss cannot be reasonably estimated or is determined to be reasonably possible, but not probable, we disclose the nature of the contingency and an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made. The Company’s aggregate range of reasonably possible losses includes (1) matters where a liability has been accrued and there is a reasonably possible loss in excess of the amount accrued for that liability, and (2) matters where a loss is believed to be reasonably possible, but not probable, and a liability therefore has not been accrued. This aggregate range only represents the Company’s estimate of reasonably possible losses and does not represent the Company’s maximum loss exposure. The assessment regarding whether a loss is probable or reasonably possible, and whether the loss or a range of loss is estimable, often involves a series of complex judgments about future events. In assessing the probability of an outcome in a lawsuit, claim or assessment that could be unfavorable to the Company, we consider the following factors, among others: a) the nature of the litigation, claim, or assessment; b) the progress of the case; c) the opinions or views of legal counsel and other advisers; d) our experience in similar cases; e) the experience of other entities in similar cases; and f) how we intend to respond to the lawsuit, claim, or assessment. Costs incurred in defending lawsuits, claims or assessments are expensed as incurred.

 

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 29, 2018. 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.

 

7.Income Taxes

 

The Company recorded income tax expense of $17,113 in the 13-week period ended September 29, 2018, compared to income tax expense of $38,840 in the 13-week period ended September 30, 2017. The effective tax rate was 8.5% in the third quarter of 2018, compared to 20.5% in the third quarter of 2017. The 1,200 basis points decrease to the third quarter of 2018 effective tax rate compared to the prior year quarter is primarily due to the reduction of the U.S. corporate tax rate and increased benefit from U.S. research and development tax credits.

 

The Company recorded income tax expense of $87,445 in the first three quarters of 2018, compared to an income tax benefit of $53,840 in the first three quarters of 2017, which included tax expense of $7,275 associated with the expiration of share-based awards and an income tax benefit of $168,755 primarily related to the revaluation of certain Switzerland deferred tax assets resulting from the Company’s election in the first quarter of 2017 to align certain Switzerland corporate tax positions with international tax initiatives. The effective tax rate was 14.8% in the first three quarters of 2018, compared to (10.5%) in the first three quarters of 2017. Excluding the income tax benefit of $168,755 primarily related to the revaluation of Switzerland deferred tax assets, and the $7,275 tax expense due to the expiration of share-based awards, the effective tax rate for the first three quarters of 2018 decreased 620 basis points compared to the effective tax rate in the first three quarters of 2017 primarily due to the reduction of the U.S. corporate tax rate and increased benefit from U.S. research and development tax credits.

 

15

 

 

On December 22, 2017, the Tax Cuts and Jobs Act was enacted into law in the United States. Due to the complexities of the new tax legislations, the SEC has issued Staff Accounting Bulletin No. 118 (“SAB 118”) which allows for the recognition of provisional amounts during a measurement period. The Company recorded a provisional re-measurement of its deferred tax assets and liabilities in the fourth quarter of 2017. The Company filed its U.S. federal income tax return during the third quarter of 2018 which did not result in an adjustment of its provisional re-measurement of its deferred tax assets and liabilities. Income tax expense recorded in the third quarter of 2018 includes the impact of the new tax legislation as currently interpreted by the Company. The Company will continue to assess the impact of the new tax legislation, including any state tax impact or any related future regulations and rules, and will record any additional impacts as identified during the measurement period, if necessary. The Company does not expect such potential adjustments in the future periods will materially impact the Company’s financial condition or result of operations.

 

8.Marketable Securities

 

The Financial Accounting Standards Board (“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 1Unadjusted quoted prices in active markets for the identical asset or liability

 

Level 2Observable 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 3Unobservable 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.  

 

16

 

 

Available-for-sale securities measured at fair value on a recurring basis are summarized below:

 

 

   Fair Value Measurements as
of September 29, 2018
 
   Total   Level 1   Level 2   Level 3 
U.S. Treasury securities  $25,040   $   $25,040   $ 
Agency securities   46,291        46,291     
Mortgage-backed securities   140,318        140,318     
Corporate securities   942,532        942,532     
Municipal securities   168,588        168,588     
Other   152,039        152,039     
Total  $1,474,808   $   $1,474,808   $ 

 

   Fair Value Measurements as
of December 30, 2017
 
   Total   Level 1   Level 2   Level 3 
U.S. Treasury securities  $19,337   $   $19,337   $ 
Agency securities   43,361        43,361     
Mortgage-backed securities   174,615        174,615     
Corporate securities   816,793        816,793     
Municipal securities   186,105        186,105     
Other   181,509        181,509     
Total  $1,421,720   $   $1,421,720   $ 

 

Marketable securities classified as available-for-sale securities are summarized below:

 

   Available-For-Sale Securities as
of September 29, 2018
 
     
   Amortized Cost   Gross Unrealized Gains   Gross Unrealized Losses   Fair Value 
U.S. Treasury securities  $25,499   $   $(459)  $25,040 
Agency securities   47,653        (1,362)   46,291 
Mortgage-backed securities   148,837    3    (8,522)   140,318 
Corporate securities   974,227    47    (31,742)   942,532 
Municipal securities   172,157    3    (3,572)   168,588 
Other   155,200    0    (3,161)   152,039 
Total  $1,523,573   $53   $(48,818)  $1,474,808 

 

   Available-For-Sale Securities as
of December 30, 2017
 
                 
   Amortized Cost   Gross Unrealized Gains   Gross Unrealized Losses   Fair Value 
U.S. Treasury securities  $19,591   $   $(254)  $19,337 
Agency securities   44,191    1    (831)   43,361 
Mortgage-backed securities   180,470    13    (5,868)   174,615 
Corporate securities   830,447    136    (13,790)   816,793 
Municipal securities   187,999    110    (2,004)   186,105 
Other   183,730    2    (2,223)   181,509 
Total  $1,446,428   $262   $(24,970)  $1,421,720 

 

The Company’s investment policy targets low risk investments with the objective of minimizing the potential risk of principal loss. 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. The Company does not intend to sell the securities that have an unrealized loss shown in the table above, and it is not more likely than not that the Company will be required to sell a security before recovery of its amortized costs basis, which may be maturity.

 

17

 

 

The Company recognizes the credit component of other-than-temporary impairments of debt securities in “Other Income” and the noncredit component in “Other comprehensive income (loss)” for those securities that we do not intend to sell and for which it is not more likely than not that we will be required to sell before recovery. During fiscal 2017 and the 39-week period ended September 29, 2018, the Company did not record any material impairment charges on its outstanding securities.

 

The amortized cost and fair value of the securities at an unrealized loss position as of September 29, 2018 were $1,480,955 and $1,432,137, respectively. Approximately 85% of securities in our portfolio were at an unrealized loss position as of September 29, 2018. We have the ability to hold these securities until maturity or their value is recovered. We do not consider these unrealized losses to be other than temporary credit losses because there has been no material deterioration in credit quality and no change in the cash flows of the underlying securities. We do not intend to sell the securities and it is not more likely than not that we will be required to sell the securities; therefore, no material impairment has been recorded in the accompanying condensed consolidated statement of income.

 

The cost of securities sold is based on the specific identification method.

 

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 29, 2018 and December 30, 2017.

 

   As of September 29, 2018 
   Less than 12 Consecutive Months   12 Consecutive Months or Longer 
   Gross Unrealized Losses   Fair Value   Gross Unrealized Losses   Fair Value 
U.S. Treasury securities  $(90)  $11,405   $(369)  $13,635 
Agency securities   (48)   7,700    (1,314)   38,591 
Mortgage-backed securities   (9)   513    (8,513)   139,339 
Corporate securities   (9,256)   477,194    (22,486)   449,488 
Municipal securities   (1,766)   106,380    (1,806)   60,281 
Other   (830)   37,869    (2,331)   89,742 
Total  $(11,999)  $641,061   $(36,819)  $791,076 

 

   As of December 30, 2017 
   Less than 12 Consecutive Months   12 Consecutive Months or Longer 
   Gross Unrealized Losses   Fair Value   Gross Unrealized Losses   Fair Value 
U.S. Treasury securities  $(111)  $12,966   $(143)  $6,371 
Agency securities   (168)   16,097    (663)   25,972 
Mortgage-backed securities   (503)   19,628    (5,365)   153,835 
Corporate securities   (4,562)   439,174    (9,228)   347,052 
Municipal securities   (1,027)   125,819    (977)   38,167 
Other   (2,219)   136,147    (4)   2,579 
Total  $(8,590)  $749,831   $(16,380)  $573,976 

 

18

 

 

The amortized cost and fair value of marketable securities at September 29, 2018, by maturity, are shown below.

 

   Amortized Cost   Fair Value 
         
Due in one year or less  $174,578   $173,697 
Due after one year through five years   1,228,112    1,189,069 
Due after five years through ten years   120,883    112,042 
   $1,523,573   $1,474,808 

 

9.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 29, 2018:

 

   13-Weeks Ended September 29, 2018 
   Foreign Currency Translation Adjustment   Net unrealized gains (losses) on available-for-sale securities   Total 
Beginning Balance  $52,924   $(43,192)  $9,732 
Other comprehensive income before reclassification, net of income tax benefit of $107   (3,940)   (1,353)   (5,293)
Amounts reclassified from accumulated other comprehensive income       185    185 
Net current-period other comprehensive income   (3,940)   (1,168)   (5,108)
Reclassification of tax effects due to adoption of ASU 2018-02            
Ending Balance  $48,984   $(44,360)  $4,624 

 

   39-Weeks Ended September 29, 2018 
   Foreign Currency Translation Adjustment   Net unrealized gains (losses) on available-for-sale securities   Total 
Beginning Balance  $79,292   $(22,864)  $56,428 
Other comprehensive income before reclassification, net of income tax benefit of $3,014   (30,308)   (21,490)   (51,798)
Amounts reclassified from accumulated other comprehensive income       446    446 
Net current-period other comprehensive income   (30,308)   (21,044)   (51,352)
Reclassification of tax effects due to adoption of ASU 2018-02       (452)   (452)
Ending Balance  $48,984   $(44,360)  $4,624 

 

19

 

 

 

The following provides required disclosure of reporting reclassifications out of AOCI for the 13-week and 39-week periods ended September 29, 2018:

 

13-Weeks Ended September 29, 2018
Details About Accumulated Other Comprehensive Income Components  Amount Reclassified
from Accumulated
Other Comprehensive
Income
   Affected Line Item in the Statement Where Net Income is Presented
         
Unrealized gains (losses) on available-for-sale securities  $(250)  Other income (expense)
         
    65   Income tax benefit (provision)
   $(185)  Net of tax

 

39-Weeks Ended September 29, 2018
Details About Accumulated Other Comprehensive Income Components   Amount Reclassified
from Accumulated
Other Comprehensive
Income
   Affected Line Item in the Statement Where Net Income is Presented
         
Unrealized gains (losses) on available-for-sale securities  $(481)  Other income (expense)
         
    35   Income tax benefit (provision)
   $(446)  Net of tax

  

10.Revenue

 

In order to further depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors, we disaggregate revenue (or “net sales”) 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. The Company has identified six major product categories – aviation, marine, outdoor, fitness, auto PND, and auto OEM. Note 4 also contains disaggregated revenue information of the aviation, marine, outdoor and fitness major product categories. Auto segment revenue presented in Note 4 is comprised of the auto PND and auto OEM major product categories as depicted below.

 

   Auto Revenue by Major Product Category
   13-Weeks Ended  39-Weeks Ended
   September 29,  September 30,  September 29,  September 30,
   2018  2017  2018  2017
Auto PND  64%  70%  66%  69%
Auto OEM  36%  30%  34%  31%

 

20

 

 

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 segment 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 29,   September 30,   September 29,   September 30, 
   2018   2017   2018   2017 
Point in time  $761,216   $708,854   $2,286,740   $2,098,468 
Over time   48,795    42,390    128,596    125,773 
Net sales  $810,011   $751,244   $2,415,336   $2,224,241 

 

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-weeks ended September 29, 2018 are presented below:

 

   39-Weeks Ended 
   September 29, 
   2018 
   Deferred Revenue(1)   Deferred Costs(2) 
           
Balance, beginning of period  $190,200   $63,554 
Deferrals in period   113,634    27,445 
Recognition of deferrals in period   (128,596)   (33,032)
Balance, end of period  $175,238   $57,967 

 

(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 $128,596 of deferred revenue recognized in the 39-weeks ended September 29, 2018, $88,775 was deferred as of the beginning of the period.

 

Approximately two-thirds of the $175,238 of deferred revenue at the end of the period, September 29, 2018, is recognized ratably over a period of three years or less.

 

11.Recently Issued Accounting Pronouncements Not Yet Adopted

 

Leases

 

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The FASB subsequently issued Accounting Standards Update No. 2018-10 and Accounting Standards Update No. 2018-11 in July 2018, which provide clarifications and improvements to ASU 2016-02 (collectively, the “new lease standard”). Accounting Standards Update No. 2018-11 also provides the optional transition method which allows companies to apply the new lease standard at the adoption date instead of at the earliest comparative period presented. The new lease standard requires lessees to present a right-of-use asset and a corresponding lease liability on the balance sheet. Lessor accounting is substantially unchanged compared to the current accounting guidance. Additional footnote disclosures related to leases will also be required. The new lease standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018.

 

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The Company will adopt the new lease standard at the beginning of the 2019 fiscal year using the optional transition method. The Company plans on electing the package of transitional practical expedients upon adoption which, among other provisions, allows the Company to carry forward historical lease classification. The new lease standard will result in increases to the assets and liabilities on the Company’s consolidated balance sheets, as the majority of the Company’s leases are classified as operating leases. The Company continues to evaluate the full quantitative impact of adopting the new lease standard. The Company is also in the process of implementing changes to accounting policies, processes, systems, and internal controls in conjunction with adopting the new lease standard.

 

Receivables – Nonrefundable Fees and Other Costs

 

In March 2017, the FASB issued Accounting Standards Update No. 2017-08, Receivables – Nonrefundable Fees and Other Costs (Topic 310-20): Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”), which shortens the amortization period for certain callable debt securities held at a premium, requiring the premium to be amortized to the earliest call date. Callable debt securities held at a discount continue to be amortized to maturity. ASU 2017-08 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact of adopting the new standard on its consolidated financial statements.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

The discussion set forth below, as well as other portions of this Quarterly Report, contains 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 the Company’s Annual Report on Form 10-K for the year ended December 30, 2017. 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 30, 2017.

 

The Company is a leading worldwide provider of navigation, communications and information devices, most of which are enabled by Global Positioning System, or GPS, technology. We operate in five reportable segments, the outdoor, fitness, marine, auto and aviation markets. The Company’s segments offer products through its network of independent dealers and distributors. However, the nature of products and types of customers for the five segments may vary significantly. As such, the segments are managed separately.

 

The Company adopted the new accounting standard for revenue recognition, as discussed in Note 1 – Accounting Policies of the Notes to Condensed Consolidated Financial Statements, effective beginning with the Company’s first quarter of 2018. Adoption of the new revenue recognition standard was applied using the full retrospective method, and information for prior periods within Results of Operations have been restated accordingly.

 

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Results of Operations

 

The following table sets forth the Company’s results of operations as a percent of net sales during the periods shown (the table may not foot due to rounding):

 

   13-Weeks Ended
   September 29, 2018  September 30, 2017
    
Net sales  100%  100%
Cost of goods sold  41%  42%
Gross profit  59%  58%
Advertising expense  4%  4%
Selling, general and administrative expense  14%  14%
Research and development expense  17%  17%
Total operating expense  35%  35%
Operating income  24%  23%
Other income (expense)  1%  2%
Income before income taxes  25%  25%
Income tax provision  2%  5%
Net income  23%  20%

 

   39-Weeks Ended
   September 29, 2018  September 30, 2017
    
Net sales  100%  100%
Cost of goods sold  41%  42%
Gross profit  59%  58%
Advertising expense  4%  5%
Selling, general and administrative expense  15%  14%
Research and development expense  17%  17%
Total operating expense  36%  36%
Operating income  23%  22%
Other income (expense)  1%  1%
Income before income taxes  24%  23%
Income tax provision (benefit)  4%  (2%)
Net income  21%  25%

 

Allocation of certain research and development expenses, and selling, general, and administrative expenses are made to each segment on a percent of revenue basis. The segment table located in Note 4 to the Condensed Consolidated Financial Statements sets forth the Company’s results of operations (in thousands) including net sales, gross profit, and operating income for each of the Company’s five segments during the periods shown. For each line item in the table, the total of the outdoor, fitness, marine, auto, and aviation segments’ amounts equals the amount in the condensed consolidated statements of income included in Item 1.

 

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Comparison of 13-Weeks ended September 29, 2018 and September 30, 2017 

(Amounts included in the following discussion are stated in thousands unless otherwise indicated)

 

Net Sales

                 
   13-Weeks ended September 29, 2018  13-Weeks ended September 30, 2017  Year over Year
   Net Sales     % of Revenue    Net Sales  % of Revenue  $ Change  % Change
Outdoor  $209,415     26%  $184,937    25%  $24,478    13%
Fitness   190,185     24%   167,147    22%   23,038    14%
Marine   98,770     12%   77,312    10%   21,458    28%
Auto   165,214     20%   197,220    26%   (32,006)   (16%)
Aviation   146,427     18%   124,628    17%   21,799    17%
Total  $810,011     100%  $751,244    100%  $58,767    8%

 

Net sales increased 8% for the 13-week period ended September 29, 2018 when compared to the year-ago quarter. The outdoor, aviation, marine, and fitness segments collectively increased by 16%, contributing 80% of total revenue. Outdoor was the largest portion of our revenue mix at 26% in the third quarter of 2018 compared to 25% in the third quarter of 2017. Auto revenue represented the largest portion of our revenue mix in the third quarter of 2017 at 26% and declined to 20% in the third quarter of 2018.

 

Total unit sales in the third quarter of 2018 increased to 3,527 when compared to total unit sales of 3,492 in the third quarter of 2017.

 

Auto segment revenue decreased 16% from the year-ago quarter, primarily due to the ongoing PND market contraction. Outdoor, fitness, marine, and aviation segment revenue increased 13%, 14%, 28%, and 17%, respectively, when compared to the year-ago quarter. The current quarter marine segment increase was primarily driven by sales from recent acquisitions, in addition to sales growth across most product lines. The outdoor and fitness segment revenue increases were primarily driven by strong sales in wearables. The aviation segment revenue increase was driven by increased sales across most product lines within the segment.

 

Cost of Goods Sold

 

   13-Weeks ended September 29, 2018  13-Weeks ended September 30, 2017  Year over Year
   Cost of Goods     % of Revenue  Cost of Goods  % of Revenue  $ Change  % Change
Outdoor  $72,744     35%  $66,762    36%  $5,982    9%
Fitness   86,744     46%   71,012    42%   15,732    22%
Marine   40,262     41%   32,738    42%   7,524    23%
Auto   94,289     57%   109,401    55%   (15,112)   (14%)
Aviation   35,225     24%   33,808    27%   1,417    4%
Total  $329,264     41%  $313,721    42%  $15,543    5%

 

Cost of goods sold increased 5% in absolute dollars compared to the prior year quarter. The increase in revenue outpaced the increase in cost of goods sold, which resulted in a 110 basis point decrease in cost of goods sold as a percent of revenue compared to the year-ago quarter.

 

In the auto segment, cost of goods sold continued to decline with revenue declines and the slight increase of cost of goods sold as a percent of revenue was primarily due to product mix and promotional activity during the third quarter of 2018. In the marine segment, the decrease in cost of goods sold as a percent of revenue primarily resulted from the favorable impact of higher margin Navionics sales on product mix. The outdoor segment decrease in cost of goods sold as a percent of revenue was primarily due to product mix. The fitness segment increase in cost of goods sold as a percent of revenue was primarily driven by product mix. The aviation segment decrease in cost of goods as a percent of revenue was primarily driven by a reduction in warranty costs compared to the year-ago quarter.

 

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Gross Profit

 

    13-Weeks ended September 29, 2018    13-Weeks ended September 30, 2017    Year over Year 
    Gross Profit   % of Revenue    Gross Profit   % of Revenue    $ Change   % Change 
Outdoor   $136,671    65%   $118,175    64%   $18,496    16%
Fitness    103,441    54%    96,135    58%    7,306    8%
Marine    58,508    59%    44,574    58%    13,934    31%
Auto    70,925    43%    87,819    45%    (16,894)   (19%)
Aviation    111,202    76%    90,820    73%    20,382    22%
Total   $480,747    59%   $437,523    58%   $43,224    10%

 

Gross profit dollars in the third quarter of 2018 increased 10% while gross margin increased 110 basis points compared to the year-ago quarter. Gross margin in the fitness and auto segments decreased compared to the year-ago quarter, while gross margin in the outdoor, marine, and aviation segments increased compared to the year-ago quarter, as a result of the reasons discussed above.

 

Advertising Expense

 

    13-Weeks ended September 29, 2018    13-Weeks ended September 30, 2017      
    Advertising        Advertising        Year over Year 
    Expense   % of Revenue    Expense   % of Revenue    $ Change   % Change 
Outdoor   $9,455    5%   $8,092    4%   $1,363    17%
Fitness    12,296    6%    14,089    8%    (1,793)   (13%)
Marine    3,594    4%    2,618    3%    976    37%
Auto    4,180    3%    6,340    3%    (2,160)   (34%)
Aviation    1,615    1%    1,310    1%    305    23%
Total   $31,140    4%   $32,449    4%   $(1,309)   (4%)

 

Advertising expense decreased 4% in absolute dollars and was relatively flat as a percent of revenue compared to the year-ago quarter. The total absolute dollar decrease was driven primarily by decreased media advertising in the auto and fitness segments, partially offset by increased media advertising in the outdoor and marine segments.

 

Selling, General and Administrative Expense

 

    13-Weeks ended September 29, 2018    13-Weeks ended September 30, 2017      
    Selling, General &        Selling, General &         Year over Year 
    Admin. Expenses   % of Revenue    Admin. Expenses   % of Revenue    $ Change   % Change 
Outdoor   $31,240    15%   $27,574    15%   $3,666    13%
Fitness    31,370    16%    27,858    17%    3,512    13%
Marine    21,704    22%    8,681    11%    13,023    150%
Auto    21,418    13%    30,231    15%    (8,813)   (29%)
Aviation    8,937    6%    7,450    6%    1,487    20%
Total   $114,669    14%   $101,794    14%   $12,875    13%

 

Selling, general and administrative expense increased 13% in absolute dollars and was relatively flat as a percent of revenue compared to the year-ago quarter. The absolute dollar increase in the third quarter of 2018 was primarily attributable to personnel costs and expenses from recent acquisitions. The increase in absolute dollars and as a percent of revenue in the marine segment was primarily attributable to expenses associated with recent acquisitions and the reduced legal related costs in the year-ago quarter. The decrease in absolute dollars and as a percent of revenue in the auto segment was primarily attributable to a current quarter reduction in legal related costs compared to the year-ago quarter.

 

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Research and Development Expense

 

    13-Weeks ended September 29, 2018    13-Weeks ended September 30, 2017      
    Research &        Research &        Year over Year 
    Development   % of Revenue    Development   % of Revenue    $ Change   % Change 
Outdoor   $17,004    8%   $14,699    8%   $2,305    16%
Fitness    22,397    12%    20,696    12%    1,701    8%
Marine    19,302    20%    14,855    19%    4,447    30%
Auto    30,295    18%    31,419    16%    (1,124)   (4%)
Aviation    49,981    34%    47,963    38%    2,018    4%
Total   $138,979    17%   $129,632    17%   $9,347    7%

 

Research and development expense increased $9.3 million in absolute dollars and was relatively flat as a percent of revenue compared to the year-ago quarter. This increase in absolute dollars was primarily due to higher engineering personnel costs related to wearable and aviation product offerings and expenses resulting from recent acquisitions within the marine segment. Our research and development spending is focused on product development, improving existing software capabilities, and exploring new categories.

 

Operating Income

 

    13-Weeks ended September 29, 2018    13-Weeks ended September 30, 2017      
    Operating        Operating        Year over Year 
    Income   % of Revenue    Income   % of Revenue    $ Change   % Change 
Outdoor   $78,972    38%   $67,810    37%   $11,162    16%
Fitness    37,378    20%    33,492    20%    3,886    12%
Marine    13,908    14%    18,420    24%    (4,512)   (24%)
Auto    15,032    9%    19,829    10%    (4,797)   (24%)
Aviation    50,669    35%    34,097    27%    16,572    49%
Total   $195,959    24%   $173,648    23%   $22,311    13%

 

Operating income increased 13% in absolute dollars and increased 110 basis points as a percent of revenue when compared to the year-ago quarter. The growth in operating income in absolute dollars and as a percent of revenue was primarily attributable to revenue growth and increased gross margins, as discussed above.

 

Other Income (Expense)

 

   13-Weeks ended     13-Weeks ended 
   September 29, 2018     September 30, 2017 
Interest income  $11,089     $9,207 
Foreign currency (losses) gains   (6,868)     8,579 
Other   1,147      (1,520)
Total  $5,368     $16,266 

 

The average return on cash and investments, including interest and capital gains/losses, during the third quarter of 2018 was 1.8% compared to 1.6% during the same quarter of 2017.  Interest income increased primarily due to slightly higher yields on fixed-income securities. 

 

Foreign currency gains and losses for the Company are typically driven by movements in the Taiwan Dollar, Euro, and British Pound Sterling in relation to the U.S. Dollar. The Taiwan Dollar is the functional currency of Garmin Corporation, the U.S. Dollar is the functional currency of Garmin (Europe) Ltd., and the Euro is the functional currency of most of our other European subsidiaries, although some transactions and balances are denominated in British Pounds. 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. Due to the relative size of the entities using a functional currency other than the Taiwan Dollar, Euro, and British Pound Sterling, currency fluctuations related to these entities are not expected to have a material impact on the Company’s financial statements.

 

26

 

 

The $6.9 million currency loss recognized in the third quarter of 2018 was primarily due to the strengthening of the U.S. Dollar against the Euro and British Pound Sterling within the 13-weeks ended September 29, 2018. During this period, the U.S. Dollar strengthened 0.7% against the Euro and 1.3% against the British Pound Sterling, resulting in losses of $2.7 million and $0.6 million, respectively, while the U.S. Dollar remained relatively flat against the Taiwan Dollar. The remaining net currency loss of $3.6 million was related to other currencies and timing of transactions.

 

The $8.6 million currency gain recognized in the third quarter of 2017 was primarily due to the weakening of the U.S. Dollar against the Euro and the British Pound Sterling, partially offset by the U.S. Dollar weakening against the Taiwan Dollar within the 13-weeks ended September 30, 2017. During this period, the U.S. Dollar weakened 3.4% against the Euro and 2.8% against the British Pound Sterling, resulting in gains of $8.0 million and $0.7 million, respectively, while the U.S. Dollar weakened 0.3% against the Taiwan Dollar, resulting in a loss of $1.6 million. The remaining net currency gain of $1.5 million was related to other currencies and timing of transactions.

 

Income Tax Provision

 

The Company recorded income tax expense of $17.1 million in the 13-week period ended September 29, 2018, compared to income tax expense of $38.8 million in the 13-week period ended September 30, 2017. The effective tax rate was 8.5% in the third quarter of 2018, compared to 20.5% in the third quarter of 2017. The 1,200 basis points decrease to the third quarter of 2018 effective tax rate compared to the prior year quarter is primarily due to the reduction of the U.S. corporate tax rate and increased benefit from U.S. research and development tax credits.

 

Net Income

 

As a result of the above, net income for the 13-weeks ended September 29, 2018 was $184.2 million compared to $151.1 million for the 13-week period ended September 30, 2017, an increase of $33.1 million.

 

Comparison of 39-Weeks Ended September 29, 2018 and 39-Weeks Ended September 30, 2017

 

Net Sales

 

    39-Weeks ended September 29, 2018    39-Weeks ended September 30, 2017    Year over Year 
    Net Sales   % of Revenue    Net Sales   % of Revenue    $ Change   % Change 
Outdoor   $555,314    23%   $495,589    22%   $59,725    12%
Fitness    581,315    24%    485,999    22%    95,316    20%
Marine    346,908    14%    290,302    13%    56,606    19%
Auto    486,653    20%    580,792    26%    (94,139)   (16%)
Aviation    445,146    19%    371,559    17%    73,587    20%
Total   $2,415,336    100%   $2,224,241    100%   $191,095    9%

 

Net sales increased 9% for the 39-week period ended September 29, 2018 when compared to the year-ago period. The outdoor, aviation, marine, and fitness segments collectively increased by 17%, contributing 80% of total revenue. Fitness was the largest portion of our revenue mix at 24% in the first three quarters of 2018 compared to 22% in the first three quarters of 2017. Auto revenue represented the largest portion of our revenue mix in the first three quarters of 2017 at 26% and declined to 20% in the first three quarters of 2018.

 

Total unit sales in the first three quarters of 2018 decreased to 10,266 when compared to the total unit sales of 10,495 in the first three quarters of 2017. The decrease in units sold despite the increase in revenue was primarily attributable to segment mix.

 

Auto segment revenue decreased 16% from the year-ago period, primarily due to the ongoing PND market contraction. Outdoor, fitness, marine, and aviation segment revenue increased 12%, 20%, 19%, and 20%, respectively, from the year-ago period. The marine segment revenue increase was primarily driven by sales from recent acquisitions. The aviation segment revenue increase was primarily driven by strong growth across all product lines. The outdoor and fitness segment revenue increases were primarily driven by growth in wearables.

 

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Cost of Goods Sold

 

    39-Weeks ended September 29, 2018   39-Weeks ended September 30, 2017   Year over Year 
    Cost of Goods   % of Revenue   Cost of Goods   % of Revenue   $ Change   % Change 
Outdoor   $196,485    35%  $176,132    36%  $20,353    12%
Fitness    254,842    44%   209,985    43%   44,857    21%
Marine    142,932    41%   123,612    43%   19,320    16%
Auto    279,264    57%   323,048    56%   (43,784)   (14%)
Aviation    111,260    25%   97,005    26%   14,255    15%
Total   $984,783    41%  $929,782    42%  $55,001    6%

 

Cost of goods sold increased 6% in absolute dollars for the 39-week period ended September 29, 2018 when compared to the year-ago period. The increase in revenue outpaced the increase in cost of goods sold, which resulted in a 100 basis point decrease in cost of goods sold as a percent of revenue compared to the year-ago period.

 

In the auto segment, cost of goods sold continued to decline with revenue declines, and the slight increase of cost of goods sold as a percent of revenue was primarily due to the write-down of certain product inventories in the first three quarters of 2018. In the marine segment, the decrease in cost of goods sold as a percent of revenue primarily resulted from the favorable impact of higher margin Navionics sales on product mix. The fitness segment increase in cost of goods sold as a percent of revenue was primarily driven by product mix. In the outdoor segment, cost of goods sold as a percent of revenue was relatively flat compared to the year-ago period. In the aviation segment, the decrease in cost of goods sold as a percent of revenue was primarily driven by a reduction in warranty costs compared to the year-ago period.

 

Gross Profit

 

    39-Weeks ended September 29, 2018   39-Weeks ended September 30, 2017   Year over Year 
    Gross Profit   % of Revenue   Gross Profit   % of Revenue   $ Change   % Change 
Outdoor   $358,829    65%  $319,457    64%  $39,372    12%
Fitness    326,473    56%   276,014    57%   50,459    18%
Marine    203,976    59%   166,690    57%   37,286    22%
Auto    207,389    43%   257,744    44%   (50,355)   (20%)
Aviation    333,886    75%   274,554    74%   59,332    22%
Total   $1,430,553    59%  $1,294,459    58%  $136,094    11%

 

Gross profit dollars in the 39-week period ended September 29, 2018 increased 11% while gross margin increased 100 basis points when compared to the year-ago period. Gross margin declined in the auto and fitness segments, while gross margins increased in the aviation and marine segments, as a result of the reasons discussed above. Gross margin remained relatively flat within the outdoor segment.

 

Advertising Expense

 

    39-Weeks ended September 29, 2018   39-Weeks ended September 30, 2017     
    Advertising       Advertising       Year over Year 
    Expense   % of Revenue   Expense   % of Revenue   $ Change   % Change 
Outdoor   $25,955    5%  $26,671    5%  $(716)   (3%)
Fitness    40,515    7%   45,235    9%   (4,720)   (10%)
Marine    14,022    4%   12,620    4%   1,402    11%
Auto    14,100    3%   17,236    3%   (3,136)   (18%)
Aviation    5,408    1%   4,221    1%   1,187    28%
Total   $100,000    4%  $105,983    5%  $(5,983)   (6%)

 

Advertising expense decreased 6% in absolute dollars when compared to the year-ago period. The overall decrease in absolute dollars was driven primarily by decreased media advertising spend in the outdoor, fitness, and auto segments, partially offset by increased cooperative advertising within the aviation segment and expenses resulting from prior year acquisitions within the marine segment.

 

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Selling, General and Administrative Expense

 

    39-Weeks ended September 29, 2018   39-Weeks ended September 30, 2017     
    Selling, General &        Selling, General &         Year over Year 
    Admin. Expenses    % of Revenue   Admin. Expenses    % of Revenue    $ Change    % Change 
Outdoor   $85,887    15%  $74,182    15%  $11,705    16%
Fitness    95,462    16%   81,537    17%   13,925    17%
Marine    75,841    22%   48,798    17%   27,043    55%
Auto    68,465    14%   83,620    14%   (15,155)   (18%)
Aviation    26,579    6%   20,958    6%   5,621    27%
Total   $352,234    15%  $309,095    14%  $43,139    14%

 

Selling, general and administrative expense increased 14% in absolute dollars and increased 70 basis points as a percent of revenue when compared to the year-ago period. The absolute dollar increase was primarily attributable to expenses from recent acquisitions within the marine segment and personnel costs. All other segments were relatively flat as a percent of revenue.

 

Research and Development Expense

 

    39-Weeks ended September 29, 2018   39-Weeks ended September 30, 2017     
    Research &       Research &       Year over Year 
    Development   % of Revenue   Development   % of Revenue   $ Change   % Change 
Outdoor   $52,276    9%  $42,060    8%  $10,216    24%
Fitness    67,197    12%   59,790    12%   7,407    12%
Marine    59,307    17%   44,412    15%   14,895    34%
Auto    93,711    19%   95,509    16%   (1,798)   (2%)
Aviation    150,158    34%   137,312    37%   12,846    9%
Total   $422,649    17%  $379,083    17%  $43,566    11%

 

In absolute dollars, research and development expense increased $43.6 million when compared with the year-ago period and was relatively flat as a percent of revenue. The absolute dollar increase in research and development expenses when compared with the year-ago period was primarily due to engineering personnel costs related to our wearable and aviation product offerings and expenses resulting from prior year acquisitions within the marine segment. Our research and development spending is focused on product development, improving existing software capabilities, and exploring new categories.

 

Operating Income

 

    39-Weeks ended September 29, 2018   39-Weeks ended September 30, 2017     
    Operating       Operating       Year over Year 
    Income   % of Revenue   Income   % of Revenue   $ Change   % Change 
Outdoor   $194,711    35%  $176,544    36%  $18,167    10%
Fitness    123,299    21%   89,452    18%   33,847    38%
Marine    54,806    16%   60,860    21%   (6,054)   (10%)
Auto    31,113    6%   61,379    11%   (30,266)   (49%)
Aviation    151,741    34%   112,063    30%   39,678    35%
Total   $555,670    23%  $500,298    22%  $55,372    11%

 

Operating income increased 11% in absolute dollars and increased 50 basis points as a percent of revenue when compared to the year-ago period. The growth in operating income on an absolute dollar basis and as a percent of revenue was the result of strong revenue growth and increased gross margins, partially offset by slightly increased operating expenses as a percent of revenue, as discussed above.

 

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Other Income (Expense)

 

   39-Weeks ended   39-Weeks ended 
   September 29, 2018   September 30, 2017 
Interest income  $32,310   $26,931 
Foreign currency gains (losses)   (3,405)   (13,808)
Other   6,800    (805)
Total  $35,705   $12,318 

 

The average return on cash and investments, including interest and capital gains/losses, during the 39-week period ended September 29, 2018 was 1.8% compared to 1.5% during the same 39-week period ended September 30, 2017. Interest income increased primarily due to slightly higher yields on fixed-income securities. 

 

The $3.4 million currency loss recognized in the first three quarters of 2018 was primarily due to the strengthening of the U.S. Dollar against most other currencies, partially offset by the U.S. Dollar strengthening against the Taiwan Dollar within the 39-weeks ended September 29, 2018. During this period, the U.S. Dollar strengthened 2.7% against the Taiwan Dollar, resulting in a gain of $13.6 million. This was more than offset by the U.S. Dollar strengthening 3.2% against the Euro and 3.6% against the British Pound Sterling, resulting in losses of $7.7 million and $0.6 million, respectively, and additional net currency losses of $8.7 million related to other currencies and timing of transactions.

 

The $13.8 million currency loss recognized in the first three quarters of 2017 was primarily due to the weakening of the U.S. Dollar against the Taiwan Dollar, partially offset by the U.S. Dollar weakening against the Euro and the British Pound Sterling within the 39-weeks ended September 30, 2017. During this period, the U.S. Dollar weakened 7.1% against the Taiwan Dollar, resulting in a loss of $43.1 million, while the U.S. Dollar weakened 12.3% against the Euro and 8.6% against the British Pound Sterling, resulting in gains of $22.2 million and $4.2 million, respectively. The remaining net currency gain of $2.9 million was related to other currencies and timing of transactions.

 

Income Tax Provision

 

The Company recorded income tax expense of $87.4 million in the first three quarters of 2018, compared to an income tax benefit of $53.8 million in the first three quarters of 2017, which included income tax expense of $7.3 million associated with the expiration of share-based awards and an income tax benefit of $168.8 million primarily related to the revaluation of certain Switzerland deferred tax assets resulting from the Company’s election in the first quarter of 2017 to align certain Switzerland corporate tax positions with international tax initiatives. The effective tax rate was 14.8% in the first three quarters of 2018, compared to (10.5%) in the first three quarters of 2017. Excluding the income tax benefit of $168.8 million primarily related to the revaluation of Switzerland deferred tax assets, and the $7.3 million tax expense due to the expiration of share-based awards, the effective tax rate for the first three quarters of 2018 decreased 620 basis points compared to the effective tax rate in the first three quarters of 2017 primarily due to the reduction of the U.S. corporate tax rate and increased benefit from U.S. research and development tax credits.

 

Net Income

 

As a result of the above, net income for the 39-week period ended September 29, 2018 was $503.9 million compared to $566.5 million for the 39-week period ended September 30, 2017, a decrease of $62.5 million.

 

Liquidity and Capital Resources

 

As of September 29, 2018, we had $2.5 billion of cash and 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 strategic acquisitions, and fund share repurchases. We believe that our existing cash balances and cash flow from operations will be sufficient to meet our long-term projected capital expenditures, working capital and other cash requirements.

 

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It is management’s goal to invest the on-hand cash in accordance with the investment policy, which has been approved by the Board of Directors of each applicable Garmin entity holding the cash. The investment policy’s primary purpose is 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 2018 and 2017 were approximately 1.8% and 1.5%, 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.

 

Operating Activities

 

   39-Weeks Ended 
   September 29,   September 30, 
(In thousands)  2018   2017 
Net cash provided by operating activities  $701,782   $462,577 

 

The $239.2 million increase in cash provided by operating activities in the first three quarters of 2018 compared to the first three quarters of 2017 was primarily due to the increase in cash provided by working capital of $107.1 million (which included an increase of $27.7 million in net receipts of accounts receivable, a decrease of $18.7 million in cash paid for inventory, and an increase of $57.1 million in accounts payable) and income taxes payable of $27.8 million. Additionally, the year over year decrease in net income of $62.5 million was offset by other non-cash adjustments to net income of $166.9 million, including an income tax benefit of $168.8 million recognized in the first quarter of 2017 related to the revaluation of certain Switzerland deferred tax assets.

 

Investing Activities

 

   39-Weeks Ended 
   September 29,   September 30, 
(In thousands)  2018   2017 
Net cash used in investing activities  $(238,815)  $(89,086)

 

The $149.7 million increase in cash used in investing activities in the first three quarters of 2018 compared to the first three quarters of 2017 was primarily due to increased net purchases of marketable securities of $102.4 million and higher cash expenditures for purchases of property and equipment of $36.6 million.

 

Financing Activities

 

   39-Weeks Ended 
   September 29,   September 30, 
(In thousands)  2018   2017 
Net cash used in financing activities  $(288,534)  $(355,112)

 

The $66.6 million decrease in cash used in financing activities during the first three quarters of 2018 compared to the first three quarters of 2017 was primarily due to prior year treasury stock purchases of $74.5 million under our share repurchase authorization, which expired on December 31, 2017.

 

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Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

Critical Accounting Policies and Estimates

 

General

 

Garmin’s discussion and analysis of its financial condition and results of operations are based upon Garmin’s 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 Garmin to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, Garmin evaluates its estimates, including those related to bad debts, inventories, investments, intangible assets, income taxes, warranty obligations, contingencies, customer sales programs and incentives, product returns, relative standalone selling prices, and progress toward completion of performance obligations in certain contracts with customers. Garmin bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying 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 30, 2017. There were no material changes to the Company’s critical accounting policies and estimates in the 13-week and 39-week periods ended September 29, 2018, other than those discussed in Note 1, “Accounting Policies”.

 

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 30, 2017. There have been no material changes during the 13-week and 39-week periods ended September 29, 2018 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 29, 2018, 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 29, 2018 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 29, 2018 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

32

 

 

Part II - Other Information

 

Item 1.   Legal Proceedings

 

The following information supplements and amends the discussion set forth under Part I, Item 3 “Legal Proceedings” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2017 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018.

 

PulseOn Oy v. Garmin (Europe) Ltd.

 

On February 21, 2018, PulseOn Oy filed an application with the Court of Appeal in England seeking leave to appeal the judgment of the Patent Court issued on January 18, 2018, holding that no accused Garmin products infringed either of the Registered Community Designs asserted by PulseOn Oy. The hearing before the Court of Appeal is scheduled to take place on January 30, 2019. Although there can be no assurance that an unfavorable outcome of this litigation would not have a material adverse effect on our operating results, liquidity or financial position, Garmin believes that the claims in this lawsuit are without merit and intends to vigorously defend this action.

 

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.

 

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 30, 2017, as amended and supplemented by the risk factors set forth below. These risks, however, are not the only risks facing our Company. Additional risks and uncertainties 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.

 

The following is an amended and restated version of a Risk Factor included in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 30, 2017:

 

Changes to trade regulations, including trade restrictions, sanctions, or tariffs, could significantly harm our results of operations.

 

A significant portion of our global and U.S. sales are comprised of goods assembled and manufactured in our facilities in Taiwan and the People’s Republic of China, and components for a number of our goods are sourced from suppliers in the People’s Republic of China. The imposition of additional U.S. or foreign governmental controls, regulations that create new or enhanced restrictions on free trade, trade sanctions, or tariffs, particularly those applicable to goods imported from Taiwan or the People’s Republic of China, could have substantial adverse effects on our business, results of operations, and financial condition.

 

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Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

Items (a) and (b) are not applicable.

 

(c) Issuer Purchases of Equity Securities

 

The Board of Directors approved a share repurchase program on February 13, 2015, authorizing the Company to purchase up to $300 million of its common shares as market and business conditions warrant. In December 2016, the Board of Directors authorized an extension through December 31, 2017 to purchase remaining common shares. The share repurchase authorization expired on December 31, 2017 with no additional shares having been repurchased during the 39-weeks ended September 29, 2018.

 

Item 3.Defaults Upon Senior Securities

 

None

 

Item 4.Mine Safety Disclosures

 

Not applicable

 

Item 5.Other Information

 

Not applicable

 

Item 6.Exhibits

 

Exhibit 31.1 Certification of Chief Executive Officer pursuant to Exchange Act  Rule 13a-14(a) or 15d-14(a).
   
Exhibit 31.2  Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
   
Exhibit 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
Exhibit 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Exhibit 101.INS XBRL Instance Document
   
Exhibit 101.SCH XBRL Taxonomy Extension Schema
   
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase
   
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase
   
Exhibit 101.PRE

XBRL Taxonomy Extension Presentation Linkbase

 

Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase

 

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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 31, 2018

 

35

 

 

INDEX TO EXHIBITS

 

Exhibit No.   Description
     
Exhibit 31.1   Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
     
Exhibit 31.2   Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
     
Exhibit 32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
Exhibit 32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
Exhibit 101.INS XBRL Instance Document
   
Exhibit 101.SCH XBRL Taxonomy Extension Schema
   
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase
   
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase
   
Exhibit 101.PRE

XBRL Taxonomy Extension Presentation Linkbase

 

Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase

 

36