GRMN 10-Q Quarterly Report Sept. 25, 2021 | Alphaminr

GRMN 10-Q Quarter ended Sept. 25, 2021

GARMIN LTD
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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 25, 2021

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

98-0229227

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

identification no.)

Mühlentalstrasse 2

8200 Schaffhausen

Switzerland

N/A

(Address of principal executive offices)

(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Registered Shares, CHF 0.10 Per Share Par Value

GRMN

The Nasdaq Stock Market LLC

(Title of each class)

(Trading Symbol)

(Name of each exchange on which registered)

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. YES NO

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES NO

Number of shares outstanding of the registrant’s common shares as of October 22, 2021

Registered Shares, CHF 0.10 par valu e: 192,322,049 (e xcluding treasury shares)


Garmin Ltd.

Form 10-Q

Quarter Ended September 25, 2021

Table of Contents

Page

Part I - Financial Information

1

Item 1.

Condensed Consolidated Financial Statements

1

Condensed Consolidated Balance Sheets at September 25, 2021 and December 26, 2020 (Unaudited)

1

Condensed Consolidated Statements of Income for the 13-Weeks and 39-Weeks ended September 25, 2021 and September 26, 2020 (Unaudited)

2

Condensed Consolidated Statements of Comprehensive Income for the 13-Weeks and 39-Weeks ended September 25, 2021 and September 26, 2020 (Unaudited)

3

Condensed Consolidated Statements of Stockholders’ Equity for the 13-Weeks and 39-Weeks ended September 25, 2021 and September 26, 2020 (Unaudited)

4

Condensed Consolidated Statements of Cash Flows for the 39-Weeks ended September 25, 2021 and September 26, 2020 (Unaudited)

6

Notes to Condensed Consolidated Financial Statements (Unaudited)

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

15

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

25

Item 4.

Controls and Procedures

25

Part II - Other Information

26

Item 1.

Legal Proceedings

26

Item 1A.

Risk Factors

26

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

27

Item 3.

Defaults Upon Senior Securities

27

Item 4.

Mine Safety Disclosures

27

Item 5.

Other Information

27

Item 6.

Exhibits

28

Signature Page

29

i


Pa rt I - Financial Information

Item I - Condensed Consolidated Financial Statements

Garmin Ltd. and Subsidiaries

Condensed Consolidated Ba lance Sheets (Unaudited)

(In thousands, except per share information)

September 25,
2021

December 26, 2020

Assets

Current assets:

Cash and cash equivalents

$

1,639,056

$

1,458,442

Marketable securities

345,214

387,642

Accounts receivable, net

639,345

849,469

Inventories

1,113,503

762,084

Deferred costs

16,046

20,145

Prepaid expenses and other current assets

255,802

191,569

Total current assets

4,008,966

3,669,351

Property and equipment, net

974,981

855,539

Operating lease right-of-use assets

89,934

94,626

Marketable securities

1,253,589

1,131,175

Deferred income taxes

251,983

245,455

Noncurrent deferred costs

13,035

16,510

Intangible assets, net

809,163

828,566

Other assets

169,838

190,151

Total assets

$

7,571,489

$

7,031,373

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$

318,604

$

258,885

Salaries and benefits payable

173,566

181,937

Accrued warranty costs

42,849

42,643

Accrued sales program costs

78,251

109,891

Deferred revenue

87,770

86,865

Accrued advertising expense

30,044

31,950

Other accrued expenses

146,426

149,817

Income taxes payable

109,862

68,585

Dividend payable

386,567

233,644

Total current liabilities

1,373,939

1,164,217

Deferred income taxes

127,733

116,844

Noncurrent income taxes

78,176

92,810

Noncurrent deferred revenue

42,022

49,934

Noncurrent operating lease liabilities

71,527

75,958

Other liabilities

23,354

15,494

Stockholders’ equity:

Shares, CHF 0.10 par value, 198,077 shares authorized and issued; 192,322
shares outstanding at September 25, 2021 and
191,571 shares outstanding
at December 26, 2020

17,979

17,979

Additional paid-in capital

1,950,464

1,880,354

Treasury stock

( 303,373

)

( 320,016

)

Retained earnings

4,034,912

3,754,372

Accumulated other comprehensive income

154,756

183,427

Total stockholders’ equity

5,854,738

5,516,116

Total liabilities and stockholders’ equity

$

7,571,489

$

7,031,373

See accompanying notes.

1


Garmin Ltd. and Subsidiaries

Condensed Consolidated State ments of Income (Unaudited)

(In thousands, except per share information)

13-Weeks Ended

39-Weeks Ended

September 25,
2021

September 26,
2020

September 25,
2021

September 26,
2020

Net sales

$

1,191,973

$

1,109,194

$

3,591,206

$

2,835,168

Cost of goods sold

496,026

441,211

1,472,852

1,144,816

Gross profit

695,947

667,983

2,118,354

1,690,352

Advertising expense

36,705

33,866

110,705

90,031

Selling, general and administrative expenses

162,515

142,134

485,896

411,335

Research and development expense

214,057

174,882

618,253

506,013

Total operating expense

413,277

350,882

1,214,854

1,007,379

Operating income

282,670

317,101

903,500

682,973

Other income (expense):

Interest income

6,897

7,777

21,568

30,258

Foreign currency (losses) gains

( 15,014

)

10,113

( 30,621

)

( 9,802

)

Other income

833

1,726

3,511

8,515

Total other income (expense)

( 7,284

)

19,616

( 5,542

)

28,971

Income before income taxes

275,386

336,717

897,958

711,944

Income tax provision

16,347

23,300

101,894

53,168

Net income

$

259,039

$

313,417

$

796,064

$

658,776

Net income per share:

Basic

$

1.35

$

1.64

$

4.14

$

3.45

Diluted

$

1.34

$

1.63

$

4.13

$

3.44

Weighted average common shares outstanding:

Basic

192,322

191,234

192,123

191,021

Diluted

193,185

191,998

192,955

191,760

See accompanying notes.

2


Garmin Ltd. and Subsidiaries

Condensed Consolidated Statements o f Comprehensive Income (Unaudited)

(In thousands)

13-Weeks Ended

39-Weeks Ended

September 25,
2021

September 26,
2020

September 25,
2021

September 26,
2020

Net income

$

259,039

$

313,417

$

796,064

$

658,776

Foreign currency translation adjustment

( 8,702

)

26,721

( 16,313

)

45,358

Change in fair value of available-for-sale marketable securities, net of deferred taxes

( 3,169

)

2,528

( 12,358

)

17,746

Comprehensive income

$

247,168

$

342,666

$

767,393

$

721,880

See accompanying notes.

3


Garmin Ltd. and Subsidiaries

Condensed Consolidated Stateme nts of Stockholders’ Equity (Unaudited)

For the 13-Weeks Ended September 25, 2021 and September 26, 2020

(In thousands, except per share information)

Common
Stock

Additional
Paid-In
Capital

Treasury
Stock

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total

Balance at June 27, 2020

$

17,979

$

1,851,695

$

( 326,310

)

$

3,107,768

$

89,729

$

4,740,861

Net income

313,417

313,417

Translation adjustment

26,721

26,721

Adjustment related to unrealized gains (losses) on available-for-sale securities net of income tax effects of $ 31

2,528

2,528

Comprehensive income

342,666

Dividends declared

( 26

)

( 26

)

Issuance of treasury stock related to equity awards

( 1,207

)

1,207

Stock compensation

22,031

22,031

Purchase of treasury stock related to equity awards

( 1,191

)

( 1,191

)

Balance at September 26, 2020

$

17,979

$

1,872,519

$

( 326,294

)

$

3,421,159

$

118,978

$

5,104,341

Common
Stock

Additional
Paid-In
Capital

Treasury
Stock

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total

Balance at June 26, 2021

$

17,979

$

1,927,137

$

( 303,369

)

$

3,775,874

$

166,627

$

5,584,248

Net income

259,039

259,039

Translation adjustment

( 8,702

)

( 8,702

)

Adjustment related to unrealized gains (losses) on available-for-sale securities net of income tax effects of $ 609

( 3,169

)

( 3,169

)

Comprehensive income

247,168

Dividends declared

( 1

)

( 1

)

Issuance of treasury stock related to equity awards

( 28

)

28

Stock compensation

23,355

23,355

Purchase of treasury stock related to equity awards

( 32

)

( 32

)

Balance at September 25, 2021

$

17,979

$

1,950,464

$

( 303,373

)

$

4,034,912

$

154,756

$

5,854,738

See accompanying notes.

4


Garmin Ltd. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

For the 39-Weeks Ended September 25, 2021 and September 26, 2020

(In thousands, except per share information)

Common
Stock

Additional
Paid-In
Capital

Treasury
Stock

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total

Balance at December 28, 2019

$

17,979

$

1,835,622

$

( 345,040

)

$

3,229,061

$

55,874

$

4,793,496

Net income

658,776

658,776

Translation adjustment

45,358

45,358

Adjustment related to unrealized gains (losses) on available-for-sale securities net of income tax effects of $ 2,903

17,746

17,746

Comprehensive income

721,880

Dividends declared ($ 2.44 per share)

( 466,678

)

( 466,678

)

Issuance of treasury stock related to equity awards

( 16,618

)

31,820

15,202

Stock compensation

53,515

53,515

Purchase of treasury stock related to equity awards

( 13,074

)

( 13,074

)

Balance at September 26, 2020

$

17,979

$

1,872,519

$

( 326,294

)

$

3,421,159

$

118,978

$

5,104,341

Common
Stock

Additional
Paid-In
Capital

Treasury
Stock

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total

Balance at December 26, 2020

$

17,979

$

1,880,354

$

( 320,016

)

$

3,754,372

$

183,427

$

5,516,116

Net income

796,064

796,064

Translation adjustment

( 16,313

)

( 16,313

)

Adjustment related to unrealized gains (losses) on available-for-sale securities net of income tax effects of $ 2,918

( 12,358

)

( 12,358

)

Comprehensive income

767,393

Dividends declared ($ 2.68 per share)

( 515,524

)

( 515,524

)

Issuance of treasury stock related to equity awards

1,454

34,279

35,733

Stock compensation

68,656

68,656

Purchase of treasury stock related to equity awards

( 17,636

)

( 17,636

)

Balance at September 25, 2021

$

17,979

$

1,950,464

$

( 303,373

)

$

4,034,912

$

154,756

$

5,854,738

See accompanying notes.

5


Garmin Ltd. and Subsidiaries

Condensed Consolidated Stateme nts of Cash Flows (Unaudited)

(In thousands)

39-Weeks Ended

September 25,
2021

September 26,
2020

Operating Activities:

Net income

$

796,064

$

658,776

Adjustments to reconcile net income to net cash provided by
operating activities:

Depreciation

75,272

57,141

Amortization

38,485

32,969

Loss (gain) on sale or disposal of property and equipment

246

( 1,815

)

Unrealized foreign currency losses

24,390

4,384

Deferred income taxes

8,358

14,353

Stock compensation expense

68,656

53,515

Realized gain on marketable securities

( 513

)

( 1,316

)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable, net of allowance for doubtful accounts

197,024

59,474

Inventories

( 357,387

)

( 56,063

)

Other current and non-current assets

( 31,398

)

( 27,019

)

Accounts payable

57,602

( 11,939

)

Other current and non-current liabilities

( 39,941

)

( 18,299

)

Deferred revenue

( 6,914

)

( 21,148

)

Deferred costs

7,547

9,855

Income taxes payable

5,974

( 53,419

)

Net cash provided by operating activities

843,465

699,449

Investing activities:

Purchases of property and equipment

( 187,960

)

( 137,072

)

Proceeds from sale of property and equipment

26

1,965

Purchase of intangible assets

( 1,408

)

( 1,643

)

Purchase of marketable securities

( 1,081,789

)

( 702,487

)

Redemption of marketable securities

975,318

808,554

Acquisitions, net of cash acquired

( 15,893

)

( 148,648

)

Net cash used in investing activities

( 311,706

)

( 179,331

)

Financing activities:

Dividends

( 362,602

)

( 333,975

)

Proceeds from issuance of treasury stock related to equity awards

35,733

15,202

Purchase of treasury stock related to equity awards

( 17,636

)

( 13,074

)

Net cash used in financing activities

( 344,505

)

( 331,847

)

Effect of exchange rate changes on cash and cash equivalents

( 6,172

)

7,900

Net increase in cash, cash equivalents, and restricted cash

181,082

196,171

Cash, cash equivalents, and restricted cash at beginning of period

1,458,748

1,027,638

Cash, cash equivalents, and restricted cash at end of period

$

1,639,830

$

1,223,809

See accompanying notes.

6


Garmin Ltd. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 25, 2021

(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. Certain prior period amounts have been reclassified or presented to conform to the current period presentation. Additionally, the Condensed Consolidated Financial Statements should be read in conjunction with Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q. Operating results for the 13-week and 39-week periods ended September 25, 2021 are not necessarily indicative of the results that may be expected for the year ending December 25, 2021.

The Condensed Consolidated Balance Sheet at December 26, 2020 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 26, 2020.

The Company’s fiscal year is based on a 52- or 53-week period ending on the last Saturday of the calendar year. Therefore, the financial results of certain 53-week fiscal years, and the associated 14-week quarters, will not be exactly comparable to the prior and subsequent 52-week fiscal years and the associated 13-week quarters. The quarters ended September 25, 2021 and September 26, 2020 both contain operating results for 13 weeks.

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 26, 2020. There were no material changes to the Company’s significant accounting policies during the 39-week period ended September 25, 2021 .

Recently Issued Accounting Standards and Pronouncements

We do not expect any recently adopted accounting standards, or recently issued accounting pronouncements not yet adopted, to have a material impact on the Company’s consolidated financial statements, accounting policies, processes, or systems.

2. Inventories

The components of inventories consist of the following:

September 25,
2021

December 26, 2020

Raw materials

$

463,314

$

282,287

Work-in-process

173,117

147,821

Finished goods

477,072

331,976

Inventories

$

1,113,503

$

762,084

7


3. Earnings Per Share

The following table sets forth the computation of basic and diluted net income per share. Stock options, stock appreciation rights, and restricted stock units are collectively referred to as “equity awards”.

13-Weeks Ended

39-Weeks Ended

September 25, 2021

September 26, 2020

September 25, 2021

September 26, 2020

Numerator:

Numerator for basic and diluted net income per share – net income

$

259,039

$

313,417

$

796,064

$

658,776

Denominator:

Denominator for basic net income per share – weighted-average common shares

192,322

191,234

192,123

191,021

Effect of dilutive equity awards

863

764

832

739

Denominator for diluted net income per share – adjusted weighted-average common shares

193,185

191,998

192,955

191,760

Basic net income per share

$

1.35

$

1.64

$

4.14

$

3.45

Diluted net income per share

$

1.34

$

1.63

$

4.13

$

3.44

Shares excluded from diluted net income per share calculation:

Anti-dilutive equity awards

311

409

313

410

4. Segment Information

Garmin is organized in the six operating segments of fitness, outdoor, aviation, marine, consumer auto, and auto OEM. The fitness, outdoor, aviation, and marine operating segments represent reportable segments. The consumer auto and auto OEM operating segments, which serve the auto market, do not meet the quantitative thresholds to separately qualify as reportable segments, and they are therefore reported together in an “all other” category captioned as auto. Fitness, outdoor, aviation, marine, and auto are collectively referred to as our reported segments.

The Company’s Chief Executive Officer, who has been identified as the Chief Operating Decision Maker (CODM), uses operating income as the measure of profit or loss, combined with other measures, to assess segment performance and allocate resources. Operating income represents net sales less costs of goods sold and operating expenses. Net sales are directly attributed to each segment. Most costs of goods sold and the majority of operating expenses are also directly attributed to each segment, while certain other costs of goods sold and operating expenses are allocated to the segments in a manner appropriate to the specific facts and circumstances of the expenses being allocated.

Net sales (“revenue”), gross profit, and operating income for each of the Company’s five reported segments are presented below, along with supplemental financial information for the auto OEM and consumer auto operating segments that management believes is useful.

8


Auto

Fitness

Outdoor

Aviation

Marine

Total
Auto

Consumer
Auto

Auto
OEM

Total

13-Weeks Ended September 25, 2021

Net sales

$

342,316

$

323,856

$

180,165

$

207,534

$

138,102

$

82,914

$

55,188

$

1,191,973

Gross profit

183,028

210,522

131,260

116,152

54,985

39,342

15,643

695,947

Operating income (loss)

77,788

123,946

51,296

53,726

( 24,086

)

11,305

( 35,391

)

282,670

13-Weeks Ended September 26, 2020

Net sales

$

328,446

$

334,844

$

151,112

$

165,437

$

129,355

$

82,659

$

46,696

$

1,109,194

Gross profit

177,794

223,704

107,927

100,423

58,135

43,319

14,816

667,983

Operating income (loss)

87,083

147,477

28,597

50,482

3,462

18,178

( 14,716

)

317,101

39-Weeks Ended September 25, 2021

Net sales

$

1,063,642

$

903,715

$

534,886

$

678,698

$

410,265

$

231,587

$

178,678

$

3,591,206

Gross profit

581,765

590,355

389,376

390,141

166,717

113,567

53,150

2,118,354

Operating income (loss)

268,489

339,031

146,974

205,042

( 56,036

)

35,388

( 91,424

)

903,500

39-Weeks Ended September 26, 2020

Net sales

$

846,688

$

716,146

$

465,850

$

486,269

$

320,215

$

196,942

$

123,273

$

2,835,168

Gross profit

446,936

469,150

338,770

288,103

147,393

98,348

49,045

1,690,352

Operating income (loss)

190,075

262,057

103,483

134,195

( 6,837

)

25,628

( 32,465

)

682,973

Net sales to external customers by geographic region were as follows for the 13-week and 39-week periods ended September 25, 2021 and September 26, 2020. 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 25, 2021

September 26, 2020

September 25, 2021

September 26, 2020

Americas

$

573,331

$

521,869

$

1,723,415

$

1,372,360

EMEA

442,622

407,859

1,330,855

1,042,928

APAC

176,020

179,466

536,936

419,880

Net sales to external customers

$

1,191,973

$

1,109,194

$

3,591,206

$

2,835,168

Net property and equipment by geographic region as of September 25, 2021 and September 26, 2020 are presented below.

Americas

APAC

EMEA

Total

September 25, 2021

Property and equipment, net

$

511,182

$

344,263

$

119,536

$

974,981

September 26, 2020

Property and equipment, net

$

465,575

$

255,656

$

92,330

$

813,561

5. Warranty Reserves

The Company’s standard warranty obligation to its end-users provides for a period of one to two years from the date of shipment, while certain auto, aviation, and marine OEM products have a warranty period of two years or more from the date of installation. The Company’s estimates of costs to service its warranty obligations are based on historical experience and management’s expectations and judgments of future conditions, and are recorded as a liability on the balance sheet. The following reconciliation provides an illustration of changes in the aggregate warranty reserve.

9


13-Weeks Ended

39-Weeks Ended

September 25, 2021

September 26, 2020

September 25, 2021

September 26, 2020

Balance - beginning of period

$

44,575

$

39,293

$

42,643

$

39,758

Accrual for products sold (1)

13,272

15,613

47,717

47,140

Expenditures

( 14,998

)

( 14,904

)

( 47,511

)

( 46,896

)

Balance - end of period

$

42,849

$

40,002

$

42,849

$

40,002

(1) Changes in cost estimates related to pre-existing warranties were not material and aggregated with accruals for new warranty contracts in the ‘Accrual for products sold’ line.

6. Commitments and Contingencies

Commitments

The Company is party to certain commitments, which include purchases of inventory, capital expenditures, advertising, and other services in connection with conducting our business. The aggregate amount of purchase orders and other commitments open as of September 25, 2021 was approximately $ 1,424,000 . 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.

Certain cash balances are held as collateral in relation to bank guarantees. This restricted cash is reported within Other assets on the Condensed Consolidated Balance Sheets and totaled $ 774 and $ 306 on September 25, 2021 and December 26, 2020, respectively. The total of the Cash and cash equivalents balance and the restricted cash reported within Other assets in the Condensed Consolidated Balance Sheets equals the total Cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statements of Cash Flows.

Contingencies

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.

10


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 25, 2021. The results of legal proceedings, investigations and claims, however, cannot be predicted with certainty. An adverse resolution of one or more of such matters in excess of management’s expectations could have a material adverse effect in the particular quarter or fiscal year in which a loss is recorded, but based on information currently known, the Company does not believe it is likely that losses from such matters would have a material adverse effect on the Company’s business or its consolidated financial position, results of operations or cash flows.

The Company settled or resolved certain matters during the 13-week and 39-week periods ended September 25, 2021 that did not individually or in the aggregate have a material impact on the Company’s business or its consolidated financial position, results of operations or cash flows.

7. Income Taxes

The Company recorded income tax expense of $ 16,347 in the 13-week period ended September 25, 2021, compared to income tax expense of $ 23,300 in the 13-week period ended September 26, 2020. The effective tax rate was 5.9 % in the third quarter of 2021, compared to 6.9 % in the third quarter of 2020. The decrease was primarily due to the impact of return-to-provision adjustments associated with filing the U.S. tax return during the 13-week period ended September 25, 2021 compared to the year-ago quarter.

The Company recorded income tax expense of $ 101,894 in the first three quarters of 2021, compared to income tax expense of $ 53,168 in the first three quarters of 2020. The effective tax rate was 11.3 % in the first three quarters of 2021, compared to 7.5 % in the first three quarters of 2020. The increase was primarily due to a decrease in uncertain tax position reserves released in the first three quarters of 2021 compared to the first three quarters of 2020.

8. Marketable Securities

The FASB ASC topic entitled Fair Value Measurements and Disclosures defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The accounting guidance classifies the inputs used to measure fair value into the following hierarchy:

Level 1

Unadjusted quoted prices in active markets for the identical asset or liability

Level 2

Observable inputs for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability

Level 3

Unobservable inputs for the asset or liability

The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Valuation is based on prices obtained from an independent pricing vendor using both market and income approaches. The primary inputs to the valuation include quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields, and credit spreads.

The method described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

11


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

Available-For-Sale Securities
as of September 25, 2021

Fair Value Level

Amortized Cost

Gross Unrealized
Gains

Gross Unrealized
Losses

Fair Value

U.S. Treasury securities

Level 2

$

400

$

1

$

$

401

Agency securities

Level 2

7,975

( 43

)

7,932

Mortgage-backed securities

Level 2

159,299

707

( 625

)

159,381

Corporate securities

Level 2

1,051,416

16,021

( 5,606

)

1,061,831

Municipal securities

Level 2

335,507

2,748

( 1,845

)

336,410

Other

Level 2

33,436

56

( 644

)

32,848

Total

$

1,588,033

$

19,533

$

( 8,763

)

$

1,598,803

Available-For-Sale Securities
as of December 26, 2020

Fair Value Level

Amortized Cost

Gross Unrealized
Gains

Gross Unrealized
Losses

Fair Value

U.S. Treasury securities

Level 2

$

400

$

6

$

$

406

Agency securities

Level 2

5,954

56

6,010

Mortgage-backed securities

Level 2

239,445

1,051

( 1,923

)

238,573

Corporate securities

Level 2

984,696

25,962

( 1,637

)

1,009,021

Municipal securities

Level 2

214,515

3,644

( 223

)

217,936

Other

Level 2

47,760

167

( 1,056

)

46,871

Total

$

1,492,770

$

30,886

$

( 4,839

)

$

1,518,817

The Company’s investment policy targets low risk investments with the objective of minimizing the potential risk of principal loss. The fair value of securities varies from period to period due to changes in interest rates, the performance of the underlying collateral, and the credit performance of the underlying issuer, among other factors.

Accrued interest receivable, which totaled $ 9,671 as of September 25, 2021 , is excluded from both the fair value and amortized cost basis of available-for-sale securities and is included within Prepaid expenses and other current assets on the Company’s Condensed Consolidated Balance Sheets. The Company writes off impaired accrued interest on a timely basis, generally within 30 days of the due date, by reversing interest income. No accrued interest was written off during the 39-week period ended September 25, 2021.

The Company recognizes impairments relating to credit losses of available-for-sale securities through an allowance for credit losses and Other income on the Company’s Condensed Consolidated Statements of Income. Impairment not relating to credit losses is recorded in Other comprehensive income on the Company’s Condensed Consolidated Balance Sheets. The cost of securities sold is based on the specific identification method. Approximately 37 % of securities in the Company’s portfolio were at an unrealized loss position as of September 25, 2021.

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 25, 2021 and December 26, 2020.

As of September 25, 2021

Less than 12 Consecutive Months

12 Consecutive Months or Longer

Total

Gross Unrealized Losses

Fair Value

Gross Unrealized Losses

Fair Value

Gross Unrealized Losses

Fair Value

U.S. Treasury securities

$

$

$

$

$

$

Agency securities

( 43

)

6,957

( 43

)

6,957

Mortgage-backed securities

( 103

)

14,116

( 522

)

8,289

( 625

)

22,405

Corporate securities

( 4,400

)

377,924

( 1,206

)

66,783

( 5,606

)

444,707

Municipal securities

( 1,746

)

176,509

( 99

)

15,287

( 1,845

)

191,796

Other

( 341

)

15,259

( 303

)

7,553

( 644

)

22,812

Total

$

( 6,633

)

$

590,765

$

( 2,130

)

$

97,912

$

( 8,763

)

$

688,677

12


As of December 26, 2020

Less than 12 Consecutive Months

12 Consecutive Months or Longer

Total

Gross Unrealized Losses

Fair Value

Gross Unrealized Losses

Fair Value

Gross Unrealized Losses

Fair Value

U.S. Treasury securities

$

$

$

$

$

$

Agency securities

Mortgage-backed securities

( 1,849

)

85,688

( 74

)

2,122

( 1,923

)

87,810

Corporate securities

( 1,065

)

199,187

( 572

)

8,625

( 1,637

)

207,812

Municipal securities

( 223

)

50,403

( 223

)

50,403

Other

( 726

)

22,600

( 330

)

3,426

( 1,056

)

26,026

Total

$

( 3,863

)

$

357,878

$

( 976

)

$

14,173

$

( 4,839

)

$

372,051

As of September 25, 2021 and December 26, 2020 , the Company had no t recognized an allowance for credit losses on any securities in an unrealized loss position.

The Company has no t recorded an allowance for credit losses and charge to Other income for the unrealized losses on agency, mortgage-backed, corporate, municipal, and other securities presented above because we do not consider the declines in fair value to have resulted from credit losses. We have not observed a significant deterioration in credit quality of these securities, which are highly rated with moderate to low credit risk. Declines in value are largely attributable to current global economic conditions. The securities continue to make timely principal and interest payments, and the fair values are expected to recover as they approach maturity. The Company does not intend to sell the securities, and it is not more likely than not that the Company will be required to sell the securities, before the respective recoveries of their amortized cost bases, which may be maturity.

The amortized cost and fair value of marketable securities at September 25, 2021, by maturity, are shown below.

Amortized Cost

Fair Value

Due in one year or less

$

342,809

$

345,214

Due after one year through five years

1,174,790

1,183,662

Due after five years through ten years

67,278

67,038

Due after ten years

3,156

2,889

$

1,588,033

$

1,598,803

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 25, 2021:

13-Weeks Ended September 25, 2021

Foreign currency
translation adjustment

Net gains (losses) on available-for-sale securities

Total

Balance - beginning of period

$

155,342

$

11,285

$

166,627

Other comprehensive income before reclassification, net of income tax benefit of $ 588

( 8,702

)

( 3,051

)

( 11,753

)

Amounts reclassified from Accumulated other comprehensive income to Other income, net of income tax expense of $ 21 included in Income tax provision

( 118

)

( 118

)

Net current-period other comprehensive income

( 8,702

)

( 3,169

)

( 11,871

)

Balance - end of period

$

146,640

$

8,116

$

154,756

13


39-Weeks Ended September 25, 2021

Foreign currency
translation adjustment

Net gains (losses) on available-for-sale securities

Total

Balance - beginning of period

$

162,953

$

20,474

$

183,427

Other comprehensive income before reclassification, net of income tax benefit of $ 2,864

( 16,313

)

( 11,900

)

( 28,213

)

Amounts reclassified from Accumulated other comprehensive income to Other income, net of income tax expense of $ 54 included in Income tax provision

( 458

)

( 458

)

Net current-period other comprehensive income

( 16,313

)

( 12,358

)

( 28,671

)

Balance - end of period

$

146,640

$

8,116

$

154,756

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. Note 4 also contains disaggregated revenue information of the six major product categories identified by the Company – fitness, outdoor, aviation, marine, consumer auto, and auto OEM.

A large majority of the Company’s sales are recognized on a point in time basis, usually once the product is shipped and title and risk of loss have transferred to the customer. Sales recognized over a period of time are primarily within the auto and outdoor segments and relate to performance obligations that are satisfied over the life of the product or contractual service period. Revenue disaggregated by the timing of transfer of the goods or services is presented in the table below:

13-Weeks Ended

39-Weeks Ended

September 25, 2021

September 26, 2020

September 25, 2021

September 26, 2020

Point in time

$

1,132,339

$

1,060,718

$

3,429,686

$

2,696,593

Over time

59,634

48,476

161,520

138,575

Net sales

$

1,191,973

$

1,109,194

$

3,591,206

$

2,835,168

Transaction price and costs associated with the Company’s unsatisfied performance obligations are reflected as deferred revenue and deferred costs, respectively, on the Company’s Condensed Consolidated Balance Sheets. Such amounts are recognized ratably over the applicable service period or estimated useful life. Changes in deferred revenue and costs during the 39-week period ended September 25, 2021 are presented below:

39-Weeks Ended

September 25, 2021

Deferred
Revenue
(1)

Deferred
Costs
(2)

Balance, beginning of period

$

136,799

$

36,655

Deferrals in period

154,513

11,488

Recognition of deferrals in period

( 161,520

)

( 19,062

)

Balance, end of period

$

129,792

$

29,081

(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 $ 161,520 of deferred revenue recognized in the 39-week period ended September 25, 2021 , $ 68,121 was deferred as of the beginning of the period. Approximately two-thirds of the $ 129,792 of deferred revenue at the end of the period, September 25, 2021 , is recognized ratably over a period of three years or less.

14


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

The discussion set forth below, as well as other portions of this Quarterly Report, contain statements concerning potential future events. Such forward-looking statements are based upon assumptions by management, as of the date of this Quarterly Report, including assumptions about risks and uncertainties faced by the Company. Readers can identify these forward-looking statements by their use of such verbs as expects, anticipates, believes or similar verbs or conjugations of such verbs. If any of the Company’s assumptions prove incorrect or should unanticipated circumstances arise, actual results could materially differ from those anticipated by such forward-looking statements. The differences could be caused by a number of factors or combination of factors including, but not limited to, those factors identified in Part II, Item 1A of this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the year ended December 26, 2020. 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 26, 2020.

Unless otherwise indicated, amounts set forth in the discussion below are in thousands.

Company Overview

The Company is a leading worldwide provider of wireless devices and applications that are designed for people who live an active lifestyle, many of which feature Global Positioning System (GPS) navigation. We are organized in the six operating segments of fitness, outdoor, aviation, marine, consumer auto, and auto OEM. The operating segments offer products through our network of subsidiary distributors and independent dealers and distributors, our own webshop, as well as through various auto, aviation, and marine original equipment manufacturers (OEMs). Each of the operating segments is managed separately.

Business Environment Update

The COVID-19 pandemic has created disruption and uncertainty in the global economy and has affected our business, suppliers, and customers. The pandemic had an unfavorable impact on net sales and profitability of our aviation and auto segments during 2020, however, both segments have trended positively during 2021. We believe net sales and profitability of our fitness, outdoor, and marine segments have benefited from a shift in consumer behavior and demand toward the products these segments offer, which has continued during 2021.

Our global supply chain is routinely subject to component shortages, increased lead times, cost fluctuations, and logistics constraints. These factors have been further amplified by the pandemic, and we expect these supply chain challenges to continue through at least the end of calendar year 2021.

The current business environment may evolve in ways that could impact our operations and financial results. Further, the nature and degree of the effects of the pandemic and supply chain challenges over time remains uncertain. Refer to Part II, Item 1A, “Risk Factors” of this Quarterly Report for further discussion of the risks and uncertainties facing our Company.

Results of Operations

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):

15


13-Weeks Ended

39-Weeks Ended

September 25,
2021

September 26,
2020

September 25,
2021

September 26,
2020

Net sales

100

%

100

%

100

%

100

%

Cost of goods sold

42

%

40

%

41

%

40

%

Gross profit

58

%

60

%

59

%

60

%

Advertising

3

%

3

%

3

%

3

%

Selling, general and administrative

14

%

13

%

14

%

15

%

Research and development

18

%

16

%

17

%

18

%

Total operating expenses

35

%

32

%

34

%

36

%

Operating income

24

%

29

%

25

%

24

%

Other income (expense)

(1

)%

2

%

(0

)%

1

%

Income before income taxes

23

%

30

%

25

%

25

%

Income tax provision

1

%

2

%

3

%

2

%

Net income

22

%

28

%

22

%

23

%

The segment table located in Note 4 to the Condensed Consolidated Financial Statements sets forth the Company’s results of operations including net sales, gross profit, and operating income for each of the Company’s five reported segments during the periods shown, as well as supplemental information for the consumer auto and auto OEM operating segments that management believes is useful. For each line item in the table, the total of the fitness, outdoor, aviation, marine, and auto segments’ amounts equals the amount in the Condensed Consolidated Statements of Income included in Item 1.

Comparison of 13-Weeks ended September 25, 2021 and September 26, 2020

Net Sales

Net Sales

13-Weeks Ended September 25, 2021

Year-over-Year Change

13-Weeks Ended September 26, 2020

Fitness

$

342,316

4

%

$

328,446

Percentage of Total Net Sales

29

%

29

%

Outdoor

323,856

(3

%)

334,844

Percentage of Total Net Sales

27

%

30

%

Aviation

180,165

19

%

151,112

Percentage of Total Net Sales

15

%

14

%

Marine

207,534

25

%

165,437

Percentage of Total Net Sales

17

%

15

%

Auto

138,102

7

%

129,355

Percentage of Total Net Sales

12

%

12

%

Consumer Auto

82,914

%

82,659

Percentage of Total Net Sales

7

%

8

%

Auto OEM

55,188

18

%

46,696

Percentage of Total Net Sales

5

%

4

%

Total

$

1,191,973

7

%

$

1,109,194

Net sales increased 7% for the 13-week period ended September 25, 2021 when compared to the year-ago quarter. Total unit sales in the third quarter of 2021 decreased to 3,798 when compared to total unit sales of 4,041 in the third quarter of 2020, which differs from the increase in revenue primarily due to shifts in segment and product mix. Fitness was the largest portion of our revenue mix at 29% in the third quarter of 2021 compared to 29% in the third quarter of 2020.

The increase in fitness revenue was driven by sales growth in cycling and advanced wearables products. The increase in aviation revenue was driven by contributions from both OEM and aftermarket product categories. Marine revenue increased due to growth across multiple product categories, led by strong demand for our chartplotters. Auto revenue increased due to sales growth in auto OEM programs, while consumer auto revenue was relatively flat. Outdoor revenue decreased primarily due to the timing of product introductions in the prior year.

16


Gross Profit

Gross Profit

13-Weeks Ended September 25, 2021

Year-over-Year Change

13-Weeks Ended September 26, 2020

Fitness

$

183,028

3

%

$

177,794

Percentage of Segment Net Sales

53

%

54

%

Outdoor

210,522

(6

%)

223,704

Percentage of Segment Net Sales

65

%

67

%

Aviation

131,260

22

%

107,927

Percentage of Segment Net Sales

73

%

71

%

Marine

116,152

16

%

100,423

Percentage of Segment Net Sales

56

%

61

%

Auto

54,985

(5

%)

58,135

Percentage of Segment Net Sales

40

%

45

%

Consumer Auto

39,342

(9

%)

43,319

Percentage of Segment Net Sales

47

%

52

%

Auto OEM

15,643

6

%

14,816

Percentage of Segment Net Sales

28

%

32

%

Total

$

695,947

4

%

$

667,983

Percentage of Total Net Sales

58

%

60

%

Gross profit dollars in the third quarter of 2021 increased 4%, primarily due to the increase in net sales compared to the year-ago quarter, as described above. Consolidated gross margin decreased 180 basis points when compared to the year-ago quarter, primarily due to higher freight costs.

The fitness, outdoor, marine, and consumer auto gross margins were adversely impacted by higher freight costs, which were partially offset in the fitness and outdoor segments by a favorable product mix. The aviation gross margin increase was primarily attributable to product mix and lower per-unit manufacturing overhead costs. The auto OEM gross margin decrease was primarily attributable to product mix associated with growth in certain auto OEM programs. This auto OEM product mix and associated lower gross margin trend is generally expected to continue through 2021 and beyond.

Advertising Expense

Advertising

13-Weeks Ended September 25, 2021

Year-over-Year Change

13-Weeks Ended September 26, 2020

Fitness

$

15,109

12

%

$

13,444

Percentage of Segment Net Sales

4

%

4

%

Outdoor

11,543

(8

%)

12,607

Percentage of Segment Net Sales

4

%

4

%

Aviation

724

42

%

511

Percentage of Segment Net Sales

0

%

0

%

Marine

5,787

40

%

4,121

Percentage of Segment Net Sales

3

%

2

%

Auto

3,542

11

%

3,183

Percentage of Segment Net Sales

3

%

2

%

Consumer Auto

3,489

10

%

3,178

Percentage of Segment Net Sales

4

%

4

%

Auto OEM

53

960

%

5

Percentage of Segment Net Sales

0

%

0

%

Total

$

36,705

8

%

$

33,866

Percentage of Total Net Sales

3

%

3

%

Advertising expense as a percent of revenue was relatively flat when compared to the year-ago quarter and increased 8% in absolute dollars. The total absolute dollar increase was primarily attributable to increased media spend.

17


Selling, General and Administrative Expense

Selling, General & Admin. Expenses

13-Weeks Ended September 25, 2021

Year-over-Year Change

13-Weeks Ended September 26, 2020

Fitness

$

52,784

14

%

$

46,239

Percentage of Segment Net Sales

15

%

14

%

Outdoor

42,712

15

%

37,160

Percentage of Segment Net Sales

13

%

11

%

Aviation

18,887

-7

%

20,225

Percentage of Segment Net Sales

10

%

13

%

Marine

27,034

21

%

22,405

Percentage of Segment Net Sales

13

%

14

%

Auto

21,098

31

%

16,105

Percentage of Segment Net Sales

15

%

12

%

Consumer Auto

10,272

10

%

9,333

Percentage of Segment Net Sales

12

%

11

%

Auto OEM

10,826

60

%

6,772

Percentage of Segment Net Sales

20

%

15

%

Total

$

162,515

14

%

$

142,134

Percentage of Total Net Sales

14

%

13

%

Selling, general and administrative expense increased 14% 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 2021 was primarily attributable to increased personnel related expenses and information technology costs.

Research and Development Expense

Research & Development

13-Weeks Ended September 25, 2021

Year-over-Year Change

13-Weeks Ended September 26, 2020

Fitness

$

37,347

20

%

$

31,028

Percentage of Segment Net Sales

11

%

9

%

Outdoor

32,321

22

%

26,460

Percentage of Segment Net Sales

10

%

8

%

Aviation

60,353

3

%

58,594

Percentage of Segment Net Sales

33

%

39

%

Marine

29,605

26

%

23,415

Percentage of Segment Net Sales

14

%

14

%

Auto

54,431

54

%

35,385

Percentage of Segment Net Sales

39

%

27

%

Consumer Auto

14,276

13

%

12,630

Percentage of Segment Net Sales

17

%

15

%

Auto OEM

40,155

76

%

22,755

Percentage of Segment Net Sales

73

%

49

%

Total

$

214,057

22

%

$

174,882

Percentage of Total Net Sales

18

%

16

%

Research and development expense as a percent of revenue increased 220 basis points when compared to the year-ago quarter and increased 22% in absolute dollars. The fitness, outdoor, and marine increases in absolute dollars and as a percent of revenue were primarily due to higher engineering personnel costs. The auto increase in absolute dollars and as a percent of revenue was primarily attributable to higher engineering personnel costs related to investments in certain auto OEM programs and a lower proportion of such costs being contractually reimbursable. The aviation decrease as a percent of revenue was primarily due to the increase in sales, as described above, and greater leverage of expenses.

18


Operating Income

Operating Income (Loss)

13-Weeks Ended September 25, 2021

Year-over-Year Change

13-Weeks Ended September 26, 2020

Fitness

$

77,788

(11

%)

$

87,083

Percentage of Segment Net Sales

23

%

27

%

Outdoor

123,946

(16

%)

147,477

Percentage of Segment Net Sales

38

%

44

%

Aviation

51,296

79

%

28,597

Percentage of Segment Net Sales

28

%

19

%

Marine

53,726

6

%

50,482

Percentage of Segment Net Sales

26

%

31

%

Auto

(24,086

)

(796

%)

3,462

Percentage of Segment Net Sales

(17

%)

3

%

Consumer Auto

11,305

(38

%)

18,178

Percentage of Segment Net Sales

14

%

22

%

Auto OEM

(35,391

)

140

%

(14,716

)

Percentage of Segment Net Sales

(64

%)

(32

%)

Total

$

282,670

(11

%)

$

317,101

Percentage of Total Net Sales

24

%

29

%

Operating income decreased 11% in absolute dollars and decreased 490 basis points as a percent of revenue when compared to the year-ago quarter. This decrease was due to lower gross margin and higher operating expenses as a percent of revenue, as described above. Auto OEM experienced an operating loss in the current quarter, and we expect this trend to continue through 2021, primarily due to a lower gross margin and increased expense associated with certain programs, as described above.

Other Income (Expense)

Other Income (Expense)

13-Weeks Ended September 25, 2021

13-Weeks Ended September 26, 2020

Interest income

$

6,897

$

7,777

Foreign currency (losses) gains

(15,014

)

10,113

Other income

833

1,726

Total

$

(7,284

)

$

19,616

The average return on cash and investments, including interest and capital gain/loss returns during the third quarter of 2021 was 0.9% compared to 1.3% during the same quarter of 2020. Interest income decreased primarily due to lower yields on fixed-income securities.

Foreign currency gains and losses for the Company are driven by movements of a number of currencies in relation to the U.S. Dollar. The Taiwan Dollar is the functional currency of Garmin Corporation, the Euro is the functional currency of several subsidiaries, and the U.S. Dollar is the functional currency of Garmin (Europe) Ltd., although some transactions and balances are denominated in British Pounds. Other notable currency exposures include the Australian Dollar, Chinese Yuan, Japanese Yen, and Polish Zloty. The majority of the Company’s consolidated foreign currency gain or loss is typically driven by the significant cash and marketable securities, receivables and payables held in a currency other than the functional currency at a given legal entity.

The $15.0 million currency loss recognized in the third quarter of 2021 was primarily due to the U.S. Dollar strengthening against the Euro, Polish Zloty, Australian Dollar, and British Pound Sterling and weakening against the Taiwan Dollar within the 13-week period ended September 25, 2021. During this period, the U.S. Dollar strengthened 1.8% against the Euro, 3.6% against the Polish Zloty, 3.8% against the Australian Dollar, and 1.4% against the British Pound Sterling, resulting in losses of $4.1 million, $3.0 million, $1.4 million, and $0.9 million, respectively, while the U.S. Dollar weakened 0.6% against the Taiwan Dollar, resulting in a loss of $2.7 million. The remaining net currency loss of $2.9 million was related to the timing of transactions and impacts of other currencies, each of which was individually immaterial.

The $10.1 million currency gain recognized in the third quarter of 2020 was primarily due to the U.S. Dollar weakening against the Euro and British Pound Sterling, partially offset by the U.S. Dollar weakening against the Taiwan Dollar within the 13-week period ended September 26, 2020. During this period, the U.S. Dollar weakened 3.7% against the Euro and 3.3% against the British Pound Sterling, resulting in gains of $11.0 million and $1.8 million, respectively, while the U.S. Dollar weakened 0.8% against the Taiwan Dollar, resulting in a loss of $4.3 million. The remaining net currency gain of $1.6 million was related to the timing of transactions and impacts of other currencies, each of which was individually immaterial.

19


Income Tax Provision

The Company recorded income tax expense of $16.3 million in the 13-week period ended September 25, 2021, compared to income tax expense of $23.3 million in the 13-week period ended September 26, 2020. The effective tax rate was 5.9% in the third quarter of 2021, compared to 6.9% in the third quarter of 2020. The decrease was primarily due to the impact of return-to-provision adjustments associated with filing the U.S. tax return during the 13-week period ended September 25, 2021 compared to the year-ago quarter.

Net Income

As a result of the above, net income for the 13-week period ended September 25, 2021 was $259.0 million compared to $313.4 million for the 13-week period ended September 26, 2020, a decrease of $54.4 million.

Comparison of 39-Weeks ended September 25, 2021 and September 26, 2020

Net Sales

Net Sales

39-Weeks Ended September 25, 2021

Year-over-Year Change

39-Weeks Ended September 26, 2020

Fitness

$

1,063,642

26

%

$

846,688

Percentage of Total Net Sales

30

%

30

%

Outdoor

903,715

26

%

716,146

Percentage of Total Net Sales

25

%

25

%

Aviation

534,886

15

%

465,850

Percentage of Total Net Sales

15

%

17

%

Marine

678,698

40

%

486,269

Percentage of Total Net Sales

19

%

17

%

Auto

410,265

28

%

320,215

Percentage of Total Net Sales

11

%

11

%

Consumer Auto

231,587

18

%

196,942

Percentage of Total Net Sales

6

%

7

%

Auto OEM

178,678

45

%

123,273

Percentage of Total Net Sales

5

%

4

%

Total

$

3,591,206

27

%

$

2,835,168

Net sales increased 27% for the 39-week period ended September 25, 2021 when compared to the year-ago period. Net sales of most segments were adversely impacted by the COVID-19 pandemic for part of the prior year period, and therefore a portion of the year-over-year growth is attributable to the relatively low prior year comparable. We believe our fitness, outdoor, and marine segments have since benefited from a shift in consumer behavior and demand, which has continued during 2021, and our aviation and auto segments have trended positively during 2021.

The increase in fitness revenue was driven by sales growth in cycling and advanced wearables products. Outdoor revenue increased due to sales growth in multiple product categories, led by strong demand for our adventure watches. The increase in aviation revenue was driven by contributions from both OEM and aftermarket product categories. Marine revenue increased due to growth across all categories, led by strong demand for our chartplotters. Auto revenue increased due to sales growth in auto OEM programs and consumer auto specialty product categories.

Total unit sales in the first three quarters of 2021 increased to 11,564 when compared to total unit sales of 10,066 in the first three quarters of 2020, which was a smaller increase than that of revenue primarily due to shifts in segment and product mix. Fitness was the largest portion of our revenue mix at 30% in the first three quarters of 2021 compared to 30% in the first three quarters of 2020.

20


Gross Profit

Gross Profit

39-Weeks Ended September 25, 2021

Year-over-Year Change

39-Weeks Ended September 26, 2020

Fitness

$

581,765

30

%

$

446,936

Percentage of Segment Net Sales

55

%

53

%

Outdoor

590,355

26

%

469,150

Percentage of Segment Net Sales

65

%

66

%

Aviation

389,376

15

%

338,770

Percentage of Segment Net Sales

73

%

73

%

Marine

390,141

35

%

288,103

Percentage of Segment Net Sales

57

%

59

%

Auto

166,717

13

%

147,393

Percentage of Segment Net Sales

41

%

46

%

Consumer Auto

113,567

15

%

98,348

Percentage of Segment Net Sales

49

%

50

%

Auto OEM

53,150

8

%

49,045

Percentage of Segment Net Sales

30

%

40

%

Total

$

2,118,354

25

%

$

1,690,352

Percentage of Total Net Sales

59

%

60

%

Gross profit dollars in the first three quarters of 2021 increased 25%, primarily due to the increase in net sales compared to the year-ago period, as described above. Consolidated gross margin decreased 60 basis points when compared to the year-ago period, primarily due to higher freight costs.

The fitness gross margin increase was primarily attributable to product mix, partially offset by higher freight costs. The marine gross margin decrease was primarily due to higher freight costs. The auto OEM gross margin decrease was primarily attributable to product mix associated with growth in certain auto OEM programs. This auto OEM product mix and associated lower gross margin trend is generally expected to continue through 2021 and beyond.

Advertising Expense

Advertising

39-Weeks Ended September 25, 2021

Year-over-Year Change

39-Weeks Ended September 26, 2020

Fitness

$

47,808

30

%

$

36,802

Percentage of Segment Net Sales

4

%

4

%

Outdoor

32,684

17

%

28,006

Percentage of Segment Net Sales

4

%

4

%

Aviation

2,807

21

%

2,313

Percentage of Segment Net Sales

1

%

0

%

Marine

18,547

18

%

15,733

Percentage of Segment Net Sales

3

%

3

%

Auto

8,859

23

%

7,177

Percentage of Segment Net Sales

2

%

2

%

Consumer Auto

8,795

26

%

6,988

Percentage of Segment Net Sales

4

%

4

%

Auto OEM

64

(66

%)

189

Percentage of Segment Net Sales

0

%

0

%

Total

$

110,705

23

%

$

90,031

Percentage of Total Net Sales

3

%

3

%

Advertising expense as a percent of revenue was relatively flat when compared to the year-ago period and increased 23% in absolute dollars. The total absolute dollar increase was primarily attributable to increased media and cooperative spend.

21


Selling, General and Administrative Expense

Selling, General & Admin. Expenses

39-Weeks Ended September 25, 2021

Year-over-Year Change

39-Weeks Ended September 26, 2020

Fitness

$

159,947

22

%

$

131,540

Percentage of Segment Net Sales

15

%

16

%

Outdoor

125,378

23

%

102,232

Percentage of Segment Net Sales

14

%

14

%

Aviation

57,165

-1

%

57,871

Percentage of Segment Net Sales

11

%

12

%

Marine

83,036

18

%

70,437

Percentage of Segment Net Sales

12

%

14

%

Auto

60,370

23

%

49,255

Percentage of Segment Net Sales

15

%

15

%

Consumer Auto

29,231

(4

%)

30,334

Percentage of Segment Net Sales

13

%

15

%

Auto OEM

31,139

65

%

18,921

Percentage of Segment Net Sales

17

%

15

%

Total

$

485,896

18

%

$

411,335

Percentage of Total Net Sales

14

%

15

%

Selling, general and administrative expense increased 18% in absolute dollars and was 100 basis points lower as a percent of revenue compared to the year-ago period. The absolute dollar increase in the first three quarters of 2021 was primarily attributable to increased personnel related expenses and information technology costs, and the decrease as a percent of revenue was primarily due to greater leverage of operating costs.

Research and Development Expense

Research & Development

39-Weeks Ended September 25, 2021

Year-over-Year Change

39-Weeks Ended September 26, 2020

Fitness

$

105,521

19

%

$

88,519

Percentage of Segment Net Sales

10

%

10

%

Outdoor

93,262

21

%

76,855

Percentage of Segment Net Sales

10

%

11

%

Aviation

182,430

4

%

175,103

Percentage of Segment Net Sales

34

%

38

%

Marine

83,516

23

%

67,738

Percentage of Segment Net Sales

12

%

14

%

Auto

153,524

57

%

97,798

Percentage of Segment Net Sales

37

%

31

%

Consumer Auto

40,153

13

%

35,398

Percentage of Segment Net Sales

17

%

18

%

Auto OEM

113,371

82

%

62,400

Percentage of Segment Net Sales

63

%

51

%

Total

$

618,253

22

%

$

506,013

Percentage of Total Net Sales

17

%

18

%

Research and development expense as a percent of revenue was relatively flat when compared to the year-ago period and increased 22% in absolute dollars. The absolute dollar increase was primarily due to higher engineering personnel costs across all of our operating segments. The auto increase in absolute dollars and as a percent of revenue was primarily attributable to higher engineering personnel costs related to investments in auto OEM programs and a lower proportion of such costs being contractually reimbursable.

22


Operating Income

Operating Income

39-Weeks Ended September 25, 2021

Year-over-Year Change

39-Weeks Ended September 26, 2020

Fitness

$

268,489

41

%

$

190,075

Percentage of Segment Net Sales

25

%

22

%

Outdoor

339,031

29

%

262,057

Percentage of Segment Net Sales

38

%

37

%

Aviation

146,974

42

%

103,483

Percentage of Segment Net Sales

27

%

22

%

Marine

205,042

53

%

134,195

Percentage of Segment Net Sales

30

%

28

%

Auto

(56,036

)

720

%

(6,837

)

Percentage of Segment Net Sales

(14

%)

(2

%)

Consumer Auto

35,388

38

%

25,628

Percentage of Segment Net Sales

15

%

13

%

Auto OEM

(91,424

)

182

%

(32,465

)

Percentage of Segment Net Sales

(51

%)

(26

%)

Total

$

903,500

32

%

$

682,973

Percentage of Total Net Sales

25

%

24

%

Operating income increased 32% in absolute dollars and increased 110 basis points as a percent of revenue when compared to the year-ago period. This increase was due to revenue growth and lower operating expenses as a percent of revenue, as described above. Auto OEM experienced an operating loss in the current quarter, and we expect this trend to continue through 2021, primarily due to a lower gross margin and increased expense associated with certain programs, as described above.

Other Income (Expense)

Other Income (Expense)

39-Weeks Ended September 25, 2021

39-Weeks Ended September 26, 2020

Interest income

$

21,568

$

30,258

Foreign currency losses

(30,621

)

(9,802

)

Other Income

3,511

8,515

Total

$

(5,542

)

$

28,971

The average returns on cash and investments, including interest and capital gain/loss returns, during the 39-week periods ended September 25, 2021 and September 26, 2020 was 1.0% and 1.6%, respectively. Interest income decreased primarily due to lower yields on fixed-income securities.

Foreign currency gains and losses for the Company are driven by movements of a number of currencies in relation to the U.S. Dollar. The Taiwan Dollar is the functional currency of Garmin Corporation, the Euro is the functional currency of several subsidiaries, and the U.S. Dollar is the functional currency of Garmin (Europe) Ltd., although some transactions and balances are denominated in British Pounds. Other notable currency exposures include the Australian Dollar, Chinese Yuan, Japanese Yen, and Polish Zloty. The majority of the Company’s consolidated foreign currency gain or loss is typically driven by the significant cash and marketable securities, receivables and payables held in a currency other than the functional currency at a given legal entity.

The $30.6 million currency loss recognized in the 39-week period ended September 25, 2021 was primarily due to the U.S. Dollar strengthening against the Euro and Polish Zloty and weakening against the Taiwan Dollar within the 39-week period ended September 25, 2021. During this period, the U.S. Dollar strengthened 4.0% against the Euro and 5.9% against the Polish Zloty, resulting in losses of $13.9 million and $3.8 million, respectively, while the U.S. Dollar weakened 1.4% against the Taiwan Dollar, resulting in a loss of $7.4 million. The remaining net currency loss of $5.5 million was related to the timing of transactions and impacts of other currencies, each of which was individually immaterial.

The $9.8 million currency loss recognized in the 39-week period ended September 26, 2020 was primarily due to the U.S. Dollar weakening against the Taiwan Dollar, partially offset by the U.S. Dollar weakening against the Euro within the 39-week period ended September 26, 2020. During this period, the U.S. Dollar weakened 2.9% against the Taiwan Dollar, resulting in a loss of $13.0 million, while the U.S. Dollar weakened 4.1% against the Euro, resulting in a gain of $9.0 million. The remaining net currency loss of $5.8 million was related to the timing of transactions and impacts of other currencies, each of which was individually immaterial.

23


Income Tax Provision

The Company recorded income tax expense of $101.9 million in the first three quarters of 2021 compared to income tax expense of $53.2 million in the first three quarters of 2020. The effective tax rate was 11.3% in the first three quarters of 2021, compared to 7.5% in the first three quarters of 2020. The increase was primarily due to a decrease in uncertain tax position reserves released in the first three quarters of 2021 compared to the first three quarters of 2020.

Net Income

As a result of the above, net income for the 39-week period ended September 25, 2021 was $796.1 million compared to $658.8 million for the 39-week period ended September 26, 2020, an increase of $137.3 million.

Liquidity and Capital Resources

As of September 25, 2021, we had approximately $3.2 billion of cash, cash equivalents and marketable securities. We primarily use cash flow from operations, and expect that future cash requirements may be used, to fund our capital expenditures, support our working capital requirements, pay dividends, and fund strategic acquisitions. We believe that our existing cash balances and cash flow from operations will be sufficient to meet our short- and long-term projected working capital needs, capital expenditures, and other cash requirements.

It is management’s goal to invest the on-hand cash in accordance with the investment policy, which has been approved by the Company’s 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 low credit risk. Garmin’s average interest rate returns on cash and investments during the first three quarters of 2021 and 2020 were approximately 0.9% 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

39-Weeks Ended

September 25, 2021

September 26, 2020

Net cash provided by operating activities

$

843,465

$

699,449

The $144.0 million increase in cash provided by operating activities during the first three quarters of 2021 compared to the first three quarters of 2020 was due to an increase in net income of $137.3 million and an increase in other non-cash adjustments to net income of $55.6 million. These increases were partially offset by an increase in cash used in working capital of $48.9 million (which included an increase of $301.3 million in cash paid for inventory and an increase of $14.1 million in net cash used in other activities, partially offset by an increase of $137.6 million in net receipts of accounts receivable, a decrease of $69.5 million net cash used in accounts payable, and a decrease of $59.4 million in net cash used for income taxes).

Investing Activities

39-Weeks Ended

39-Weeks Ended

September 25, 2021

September 26, 2020

Net cash used in investing activities

$

(311,706

)

$

(179,331

)

The $132.4 million increase in cash used in investing activities during the first three quarters of 2021 compared to the first three quarters of 2020 was primarily due to an increase in net purchases of marketable securities of $212.5 million and an increase in net purchases of property and equipment of $52.8 million, partially offset by a decrease in cash payments for acquisitions of $132.8 million.

Financing Activities

39-Weeks Ended

39-Weeks Ended

September 25, 2021

September 26, 2020

Net cash used in financing activities

$

(344,505

)

$

(331,847

)

24


The $12.7 million increase in cash used in financing activities during the first three quarters of 2021 compared to the first three quarters of 2020 was due to an increase in dividend payments of $28.6 million and an increase in purchases of treasury stock related to equity awards of $4.6 million, partially offset by an increase in proceeds from the issuance of treasury stock of $20.5 million.

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 Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The presentation of these financial statements requires 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 26, 2020. There were no significant changes to the Company’s critical accounting policies and estimates in the 13-week and 39-week periods ended September 25, 2021.

Item 3. Quantitative and Qualitat ive 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 26, 2020. There have been no material changes during the 13-week and 39-week periods ended September 25, 2021 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 25, 2021, 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, 2021 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, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

25


Part II - Othe r Information

In the normal course of business, the Company and its subsidiaries are parties to various legal claims, actions, and complaints, including matters involving patent infringement, other intellectual property, product liability, customer claims and various other risks. It is not possible to predict with certainty whether or not the Company and its subsidiaries will ultimately be successful in any of these legal matters, or if not, what the impact might be. However, the Company’s management does not expect that the results in any of these legal proceedings will have a material adverse effect on the Company’s results of operations, financial position or cash flows. For additional information, see Note 6 – Commitments and Contingencies in the above Condensed Consolidated Financial Statements and Part I, Item 3, “Legal Proceedings” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 26, 2020.

Item 1A. Ri sk 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 26, 2020, as supplemented by the risk factor set forth below. These risks, however, are not the only risks facing our Company. Additional risks and uncertainties, including those not currently known to us or that we currently deem to be immaterial, also may materially adversely affect our business, financial condition and/or operating results.

The following is an amended and restated version of a risk factor included in Part II, Item 1A, "Risk Factors” of our Quarterly Report on Form 10-Q for the period ended June 26, 2021, and supplemental to the risk factors included in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 26, 2020:

Public health emergencies or outbreaks of epidemics, pandemics, or contagious diseases have had and will likely continue to have significant impacts on our business.

Widespread public health emergencies or outbreaks of epidemics, pandemics, or contagious diseases, such as the COVID-19 pandemic, have had, and will likely continue to have, significant impacts on our business. The COVID-19 pandemic continues to rapidly evolve, creating disruption and uncertainty around the world, which has resulted in, and we expect will continue to result in, a change in overall demand for certain of our products and other operational impacts. There are unknown factors, such as the duration and severity of the pandemic, evolving variants of the virus that causes COVID-19, the nature and length of actions taken by governments, businesses and individuals to contain or mitigate its impact, the severity and duration of the economic impact caused by the pandemic, the uncertainty surrounding the efficacy, distribution and uptake of vaccines, along with the effectiveness of our response, that may affect the magnitude of effects to our business operations, results of operations, and its ultimate impact on our financial condition.

Demand for certain of our products has been, and may continue to be, affected in several ways during the COVID-19 pandemic. Some consumers have been and may continue to be less able or less likely to purchase certain of our products due to economic hardships, governmental restrictions affecting them and the retail outlets that sell our products, voluntary behavior changes associated with public health guidance, the prioritization of other goods and services by online retailers that sell our products, restrictions on the ability of online retailers to ship products to certain areas, the cancellation of trade shows and other events that are otherwise important in the marketing and sale of our products, and the potential failure and closure of retail outlets and online retailers that sell our products. Certain of our sales and distribution offices have experienced and may again experience temporary closure due to governmental restrictions. Additional or prolonged closures of certain sales and distribution offices could affect our ability to market and distribute products to meet customer demand. The adverse impacts of the pandemic have created economic stress in the global marketplace, high levels of unemployment, loss of income and/or wealth for some individuals, and general economic uncertainty. These conditions have affected and are expected to continue to affect the willingness or ability of some customers to purchase certain of our products or those of original equipment manufacturers in which our products are installed. We have also experienced increased demand for certain of our products during the COVID-19 pandemic as consumer behavior and demand shifted toward products offered by our fitness, outdoor, and marine segments. It is not yet known whether these behaviors and demand will persist, and there could be a decline in the demand for certain of these products as the overall pandemic situation improves.

26


Our supply chain has been and may continue to be adversely impacted by the COVID-19 pandemic. We have experienced delays in procuring and may be unable to procure certain components from our suppliers, and the cost of procuring certain components has increased and could continue to increase. We have faced logistics constraints and higher freight costs, the scope and severity of which may intensify. Reduced demand for certain of our products has resulted in, and may continue to result in, reduced utilization of certain of our manufacturing facilities and higher per-unit costs for certain products. Certain of our manufacturing facilities have experienced and may in the future experience inopportune temporary closures or reduced hours, which could adversely affect the costs incurred to produce our products and our ability to meet demand.

The COVID-19 pandemic has had and will continue to have several other operational impacts on our business, which will or may include employees working remotely, temporarily ceasing operations in some offices due to government restrictions, business travel restrictions, and the cancellation of events that are otherwise important in the development, marketing and sale of our products. These changes in our business operations may result in reduced efficiency and lower productivity. We have incurred and are expected to continue to incur increased costs as we provide additional benefits to assist our employees during the pandemic and provide a safe and healthy workplace for employees who continue or begin to return to work in our facilities. Similar operational and financial hardships on our business partners may result in aged or uncollectable receivables, and the reduced demand for certain of our products could result in obsolescence of certain inventory. If the economy experiences a sustained downturn of significant proportion that impacts portions of our business, we may also need to incur the costs and organizational impacts of personnel restructuring.

Additional risks and impacts including gross margin fluctuation, foreign currency fluctuations, successful continued product development, impacts to our key personnel, and dependencies on third party suppliers, may be heightened as a result of the COVID-19 pandemic and evolving variants of the virus that causes COVID-19. There are further unknown risks and impacts due to the uncertainty and rapidly evolving nature of the pandemic including, but not limited to, uncertainty around the evolution of the pandemic, the unprecedented imposition of preventative measures by governments that impact the economy and normal operations of a business and the timing and manner of relaxation of those measures. Potential future health emergencies may present risks and impacts similar to the ongoing COVID-19 pandemic. If we are unable to manage these risks and uncertainties, our business, financial condition, and results of operations could be materially impacted.

Item 2. Unregistered Sales of Equi ty Securities and Use of Proceeds

Not applicable

Item 3. Defaults Upo n Senior Securities

None

Item 4. Mine Saf ety Disclosures

Not applicable

Item 5. Other Information

Not applicable

27


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 – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Exhibit 101.SCH

Inline XBRL Taxonomy Extension Schema

Exhibit 101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

Exhibit 101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

Exhibit 101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

Exhibit 101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

Exhibit 104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

28


SIGNA TURES

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 27, 2021

29


TABLE OF CONTENTS