For the quarterly period ended September 25, 2004
or
For the transition period from ______ to ______
Commission file number 0-31983_________________
Company’s telephone number, including area code: (345) 946-5203
No Changes
(Former name, former address and former fiscal year, if changed since last report)
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 [x] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES [x] NO [ ]
Number of shares outstanding of the Company's common shares as of October 29, 2004:Common Shares, $.01 par value 108,143,628
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Part I — Financial Information Page
Part II — Other Information
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The Condensed Consolidated Financial Statements of Garmin Ltd. (“Garmin” or the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to enable a reasonable understanding of the information presented. These Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 27, 2003. 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.
The results of operations for the 13- and 39-week periods ended September 25, 2004 are not necessarily indicative of the results to be expected for the full year 2004.
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See accompanying notes.
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Garmin Ltd. And SubsidiariesCondensed Consolidated Statements of Income (Unaudited) (In thousands, except per share information)
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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. Operating results for the 13- and 39-week periods ended September 25, 2004 are not necessarily indicative of the results that may be expected for the year ended December 25, 2004.
The condensed consolidated balance sheet at December 27, 2003 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 27, 2003.
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 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 quarters having only 13 weeks. The quarters ended September 25, 2004 and September 27, 2003 both contain operating results for 13 weeks.
The components of inventories consist of the following:
The Board of Directors approved a share repurchase program on April 21, 2004, authorizing the Company to purchase up to 3.0 million shares of Garmin Ltd.‘s common stock as market and business conditions warrant. The share repurchase authorization expires on April 30, 2006. 100,000 shares have been repurchased and retired under this plan as of September 25, 2004. These amounts have been reported as a reduction in additional paid-in capital because companies incorporated in the Cayman Islands are not permitted by law to hold treasury stock.
Garmin had no long-term debt as of September 25, 2004 or December 27, 2003.
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The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share information):
There were 1,255,827 antidilutive options for the 13-week period and 39-week period ended September 25, 2004.
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Comprehensive income is comprised of the following (in thousands):
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Revenues and income before income taxes for each of the Company’s reportable segments are presented below:
Revenues and long-lived assets (property and equipment) by geographic area are as follows for the 39-week periods ended September 25, 2004 and September 27, 2003:
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Accounting for Stock-Based Compensation
At September 25, 2004, the Company has two stock-based employee compensation plans. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.
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2000 Non-employee Directors’ Option Plan
In October 2000, the stockholders adopted a stock option plan for non-employee directors (the Directors Plan) providing for grants of options for up to 50,000 common shares of the Company’s stock. The term of each award is ten years. All awards vest evenly over a three-year period. During 2004 and 2003, options to purchase 6,621 and 3,648 shares, respectively were granted under this plan.
2000 Equity Incentive Plan
Also in October 2000, the stockholders adopted an equity incentive plan (the Plan) providing for grants of incentive and nonqualified stock options and “other” stock compensation awards to employees of the Company and its subsidiaries, pursuant to which up to 3,500,000 shares of common stock are available for issuance. The stock options generally vest over a period of five years or as otherwise determined by the Board of Directors or the Compensation Committee and generally expire ten years from the date of grant, if not exercised. Option activity under the Plan during 2004 and 2003 is summarized below. There have been no “other” stock compensation awards granted under the Plan.
A summary of the Company’s stock option activity and related information under the Plan and the Directors’ Plan for the period ended September 25, 2004 and year ended December 27, 2003 is provided below:
There were 688,529 and 2,500 options granted during the 13-week periods ended September 25, 2004 and September 27, 2003, respectively.
The weighted-average remaining contract life for options outstanding at September 25, 2004 is 8.15 years. Options outstanding at September 25, 2004 have exercise prices ranging from $14.00 to $54.54. At September 25, 2004, options to purchase 610,941 shares are exercisable.
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The Company’s products sold are generally covered by a warranty for periods ranging from one to two 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.
Pursuant to certain supply agreements, the Company is contractually committed to make purchases of approximately $20 million over the next 3 years.
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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 our 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 our assumptions prove incorrect or should unanticipated circumstances arise, our 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 27, 2003. 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 web site on the World Wide Web 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 27, 2003.
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 two business segments, the consumer and aviation markets. Both of our segments offer products through our network of independent dealers and distributors. However, the nature of products and types of customers for the two segments vary significantly. As such, the segments are managed separately. Our consumer segment includes portable GPS receivers and accessories for marine, recreation, land and automotive use sold primarily to retail outlets. Our aviation products are portable and panel-mount avionics for Visual Flight Rules and Instrument Flight Rules navigation and are sold primarily to retail outlets and certain aircraft manufacturers.
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The following table sets forth our results of operations as a percentage of net sales during the periods shown:
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The following table sets forth our results of operations (in thousands) for each of our two segments through income before income taxes during the periods shown. For each line item in the table, the total of the consumer and aviation segments’ amounts equals the amount in the condensed consolidated statements of income included in Item 1.
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Net Sales
Increases in consumer sales for the 13-week period ended September 25, 2004 were primarily due to increased demand across all product lines. Increases in aviation sales were due to revenues from both panel-mount and portable products and Garmin AT sales for the 13-week period ended September 25, 2004. Approximately 45% of sales in the third quarter of 2004 were generated from products introduced in the last twelve months.
Total consumer and aviation unit sales increased 4% to 540,000 in the third quarter of 2004 from 517,000 in the same period of 2003. The higher unit sales volume in the third quarter of fiscal 2004 was primarily attributable to the introduction of new products in the prior twelve months, as well as strength in our existing product lines. Unit growth occurred in both consumer and aviation segments, however the average unit price also increased as well.
Gross Profit
Gross profit improvements within the consumer segment in the quarter ended September 25, 2004, when compared to the same quarter in 2003, was driven primarily by improved product mix within the segment.
Aviation gross margin improvements were primarily a result of favorable product mix versus the same quarter of 2003 and a $1.8 million payment to Garmin AT for the completion of a government contract.
Selling, General and Administrative Expenses
The increase in expense was driven primarily by increased advertising costs ($4.5 million), increased marketing and operating costs ($1.0 million), Oracle consulting costs ($0.9 million), and Garmin AT selling, general and administrative costs ($0.5 million).
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Research and Development Expense
The increase in expense was due to ongoing development activities for new products, and the addition of 10 new engineering personnel to our staff during the third quarter of 2004 as a result of our continued emphasis on product innovation. Aviation research and development costs increases came from both our core technology activities and from Garmin AT.
Operating Income
Operating income rose as a percent of revenue as a result of product mix shift that included more sales of new, higher-margin products, offset in part by increased research and development costs, increased marketing costs, and Oracle implementation costs.
Other Income (Expense)
The average taxable equivalent interest rate return on invested cash during the third quarter of 2004 was 1.6% compared to 1.4% during the same quarter of 2003.
The $4.4 million currency gain was due to the strengthening of the U.S. Dollar compared to the Taiwan Dollar during the third quarter of fiscal 2004, when the exchange rate increased to 33.99 TD/USD at September 25, 2004 from 33.68 TD/USD at June 26, 2004. The $9.0 million loss in the same quarter of 2003 was due to the weakness of the U.S. Dollar compared to the Taiwan Dollar during the third quarter of fiscal 2003, when the exchange rate decreased to 33.79 TD/USD at September 27, 2003 from 34.61 TD/USD at June 28, 2003.
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Income Tax Provision
Income tax expense increased by $7.4 million, to $16.8 million, for the 13-week period ended September 25, 2004 from $9.4 million for the 13-week period ended September 27, 2003 due to our higher income before taxes. The effective tax rate fell to 20% from 21% due to incremental tax holidays applied for in Taiwan this year.
Net Income
As a result of the above, net income increased 90% for the 13-week period ended September 25, 2004 to $67.1 million compared to $35.3 million for the 13-week period ended September 27, 2003.
Increases in consumer sales for the 39-week period ended September 25, 2004 were primarily due to increased demand across all product lines. Increases in aviation sales were due to revenues from new product releases and Garmin AT sales for the 39-week period ended September 25, 2004.
Total consumer and aviation unit sales increased 8% to 1,587,000 year-to-date for 2004 from 1,476,000 in the same period of 2003. The higher unit sales volume year-to-date for fiscal 2004 was primarily attributable to the introduction of new products in the prior twelve months, as well as strength in our existing product lines. Unit growth occurred in both the consumer and aviation segments.
Gross margin changes within the consumer segment in the nine-month period ended September 25, 2004, when compared to the same period in 2003, were driven primarily by:
— Product mix changes, as certain new, popular lower-margin products sold well during the period, — Higher product transition costs during the period due to the introduction of 44 new products during the period, 36 of which occurred in the first half of 2004, and — Raw materials price increases in the early part of the period, which only recently began to improve.
Aviation gross margins were primarily impacted by certain program costs associated with the G1000 cockpit and the contribution of the Garmin AT business, which generates lower gross margin than the rest of the aviation segment, partially offset by favorable product mix due to the introduction of higher margin portable aviation products sold within the segment.
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The increase in expense was driven primarily by increased call center expenses ($0.5 million), increased marketing and operating costs ($3.0 million), Oracle implementation costs ($1.8 million), Garmin AT selling, general and administrative costs ($2.6 million), and increased advertising costs ($7.0 million).
The increase in expense was due to ongoing development activities for new products, and the addition of 48 new engineering personnel to our staff year-to-date in 2004 as a result of our continued emphasis on product innovation. Aviation research and development costs increases came from both our core technology and from Garmin AT.
Operating income as a percentage of revenue fell as a result of product mix shift, the phase-out of old products, increased research and development costs, and increased marketing, product support, and Oracle implementation costs.
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The average taxable equivalent interest rate return on invested cash during the 39-week period ending September 25, 2004 was 1.4% compared to 1.4% during the same period in 2003. Interest expense decreased to $0 for the 39-week period ended September 25, 2004 from $0.5 million for the 39-week period ended September 27, 2003 due to purchase and retirement of industrial revenue bonds in the second quarter of 2003.
The $0.5 million currency gain was due to the strength of the U.S. Dollar compared to the Taiwan Dollar year-to-date in fiscal 2004, when the exchange rate decreased to 33.99 TD/USD at September 25, 2004 from 34.05 TD/USD at December 27, 2003. The $11.1 million loss in the same period of 2003 was due to the weakness of the U.S. Dollar compared to the Taiwan Dollar during the first nine months of fiscal 2003, when the exchange rate decreased to 33.79 TD/USD at September 27, 2003 from 35.10 TD/USD at December 28, 2002.
Income tax expense increased by $6.7 million, to $39.5 million, for the 39-week period ended September 25, 2004 from $32.8 million for the 39-week period ended September 27, 2003 due to our higher income before income taxes combined with a lower effective tax rate. The effective tax rate declined to 20% from 20.9% due to incremental tax holidays applied for in Taiwan during the period.
As a result of the above, net income increased 27% for the 39-week period ended September 25, 2004 to $158.1 million compared to $124.0 million for the 39-week period ended September 27, 2003.
Net cash generated by operating activities was $179.4 million for the 39-week period ended September 25, 2004 compared to $126.0 million for the 39-week period ended September 27, 2003. We attempt to carry sufficient inventory levels of finished goods and key components so that potential supplier shortages have as minimal an impact as possible on our ability to deliver our finished products. We experienced a $23.0 million increase in inventory at September 25, 2004 when compared to inventory on December 27, 2003. Inventory levels increased year-to-date in 2004 primarily due to higher sales volumes during the year and the accumulation of components ahead of manufacturing product necessary to meet demand during the fourth quarter of 2004. Prepaid assets increased $18.7 million year-to-date in 2004 primarily due to the prepayment of certain license fees in order to obtain favorable pricing for these licenses through long-term contracts. Accounts receivable increased $3.2 million during 2004 due to the shipment of new products into the retail channel during the third quarter of 2004.
Cash flow from investing activities during the 39-week period ending September 25, 2004 was a $152.9 million use of cash. Cash flow used in investing activities principally related to $57.8 million in capital expenditures primarily related to the Olathe, Kansas facilities expansion project, the net purchase of $82.4 million of fixed income securities associated with the investment of our on-hand cash balances, and the payment of prepaid license fees of $12.7 million as a result of long-term agreements with key suppliers to achieve favorable pricing. It is management’s goal to invest the on-hand cash consistent with the Company’s investment policy, which has been approved by the Board of Directors. The investment policy’s primary purpose is to preserve capital, maintain an acceptable degree of liquidity, and maximize yield within the constraint of maximum safety. The Company’s average taxable equivalent return on its investments during the period was approximately 1.4%.
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Cash flow from financing activities during the period was a $2.2 million use of cash, which represents a use of cash for share repurchases of $3.2 million and a source of cash from the issuance of common stock related to our Company stock option plan of $1.0 million.
We currently use cash flow from operations to fund our capital expenditures and to support our working capital requirements. We expect that future cash requirements will principally be for capital expenditures, working capital requirements, repurchase of shares, and payment of dividends declared.
We believe that our existing cash balances and cash flow from operations will be sufficient to meet our projected capital expenditures, working capital, repurchase of shares, and other cash requirements at least through the end of fiscal 2004.
Contractual Obligations and Commercial Commitments
On April 25, 2003, Garmin International, Inc. signed an agreement with Turner Construction Company engaging Turner as the construction manager on the facility expansion in Olathe, Kansas. The estimated cost of completion on this expansion project is approximately $65.0 million with estimated completion in November 2004. $58.1 million has been expended through September 25, 2004 on this construction project.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
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Market Sensitivity
We have market risk primarily in connection with the pricing of our products and services and the purchase of raw materials. Product pricing and raw material costs are both significantly influenced by semiconductor market conditions. Historically, during cyclical economic downturns, we have been able to offset pricing declines for our products through a combination of improved product mix and success in obtaining price reductions in raw material costs. In recent quarters we have experienced an increase in raw materials costs and an increase in the sale of lower-margin products as a part of the product mix, resulting in reduced gross margins.
Inflation
We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.
Foreign Currency Exchange Rate Risk
The operation of the Company’s subsidiaries in international markets results in exposure to movements in currency exchange rates. The potential of volatile foreign exchange rate fluctuations in the future could have a significant effect on our results of operations.
The principal currency involved is the Taiwan Dollar. Garmin Corporation, located in Shijr, Taiwan, uses the local currency as its functional currency. The Company translates all assets and liabilities at year-end exchange rates and income and expense accounts at average rates during the year. In order to minimize the effect of the currency exchange fluctuations on our operations, we have elected to retain most of our cash at our Taiwan subsidiary in U.S. dollars. As discussed above, the exchange rate increased 0.2% during the first nine months of 2004 and resulted in a foreign currency gain of $0.5 million. If the exchange rate increased by a similar percentage, a comparable foreign currency gain would be recognized.
As of September 25, 2004, we no longer have interest rate risk in connection with our industrial revenue bonds as these bonds have been retired.
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(a) Evaluation of disclosure controls and procedures. As of September 25, 2004, 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 25, 2004 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 25, 2004 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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None
Not applicable
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a. Exhibits
Exhibits 32.1 and 32.2 shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934 and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.
b. Reports on Form 8-K
The Company furnished under Items 7 and 12 of Form 8-K the Company’s Form 8-K dated July 28, 2004 reporting the announcement of financial results for the fiscal quarter ended June 26, 2004.
The Company furnished under Items 5 and 7 of Form 8-K the Company’s Form 8-K dated August 16, 2004 attaching a press release announcing the retirement of Gary L. Burrell as Co-Chairman and a director and the appointment of Charles W. Peffer and Clifton A. Pemble as directors.
The Company filed under Items 8.01 and 9.01 of Form 8-K the Company’s Form 8-K dated September 7, 2004 attaching as exhibits forms of stock option agreements to be used pursuant to the Company’s stock option plans.
The Company furnished under Item 7.01 of Form 8-K the Company’s Form 8-K dates September 14, 2004 announcing a webcast of a presentation by the Company to financial analysts on September 15, 2004.
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Dated: November 3, 2004
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Exhibit No. Description Page
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EXHIBIT 31.1
I, Min H. Kao, certify that:
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EXHIBIT 31.2
I, Kevin Rauckman, certify that:
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EXHIBIT 32.1
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EXHIBIT 32.2
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