Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
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SECURITIES
EXCHANGE ACT OF 1934
For the
fiscal year ended December 26, 2009
or
o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
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SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from
to _____
Commission
file number 0-31983
GARMIN LTD.
(Exact
name of registrant as
specified in its charter)
Cayman
Islands
(State
or other jurisdiction
of
incorporation or organization)
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98-0229227
(I.R.S.
Employer Identification No.)
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P.O.
Box 10670, Grand Cayman KY1-1006
Suite
3206B, 45 Market Street, Gardenia Court
Camana
Bay, Cayman Islands
(Address
of principal executive offices)
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N/A
(Zip
Code)
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Registrant’s
telephone number, including area code: (345) 640-9050
Securities
registered pursuant to Section 12(b) of the Act:
Common
Shares, $0.005 Per Share Par Value
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NASDAQ
Global Select Market
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(Title
of each class)
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(Name
of each exchange on which
registered)
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Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. YES þ NO o
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. YES o NO
þ
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES þ NO o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. þ
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
Accelerated Filer þ
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Accelerated
Filer o
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Non-accelerated
Filer o
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Smaller
reporting company o
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(Do
not check if a smaller reporting
company)
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
YES o NO
þ
Aggregate market value of the common
shares held by non-affiliates of the registrant as of June 27, 2009 (based on
the closing price of the registrant's common shares on the Nasdaq Stock Market
for that date) was $2,975,580,700.
Number of
shares outstanding of the registrant’s common shares as of February 22,
2010:
Common
Shares, $.005 par value – 200,344,095
Documents
incorporated by reference:
Portions
of the following document are incorporated herein by reference into Part III of
the Form 10-K as indicated:
Document
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Part of Form 10-K into
which Incorporated
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Company's Definitive Proxy Statement
for the 2010 Annual Meeting of Shareholders which will be filed no later
than 120 days after December 26, 2009.
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Part
III
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Garmin
Ltd.
2009
Form 10-K Annual Report
Table
of Contents
Cautionary
Statement With Respect To Forward-Looking Comments
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3
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Part
I
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Item
1.
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Business
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3
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Item
1A.
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Risk
Factors
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23
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Item
1B.
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Unresolved
Staff Comments
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34
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Item
2.
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Properties
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34
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Item
3.
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Legal
Proceedings
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35
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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38
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Executive
Officers of the Registrant
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38
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Part
II
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Item
5.
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Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of
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Equity
Securities
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40
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Item
6.
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Selected
Financial Data
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42
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Item
7.
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Management's
Discussion and Analysis of Financial Condition and Results
of
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Operations
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44
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Item
7A.
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Quantitative
and Qualitative Disclosures About Market Risk
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60
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Item
8.
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Financial
Statements and Supplementary Data
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62
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Item
9.
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Changes
in and Disagreements with Accountants on Accounting and
Financial
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Disclosure
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90
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Item
9A.
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Controls
and Procedures
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91
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Item
9B.
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Other
Information
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93
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Part
III
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Item
10.
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Directors,
Executive Officers and Corporate Governance
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94
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Item
11.
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Executive
Compensation
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95
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder
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Matters
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95
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Item
13.
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Certain
Relationships and Related Transactions, and Director
Independence
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96
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Item
14.
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Principal
Accounting Fees and Services
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96
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Part
IV
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Item
15.
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Exhibits,
Financial Statement Schedules
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97
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Signatures
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102
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CAUTIONARY
STATEMENT WITH RESPECT TO FORWARD-LOOKING COMMENTS
The discussions set forth in this
Annual Report on Form 10-K contain statements concerning potential future
events. Such forward-looking statements are based upon assumptions by
the Company's management, as of the date of this Annual Report, including
assumptions about risks and uncertainties faced by the Company. In addition,
management may make forward-looking statements orally or in other writings,
including, but not limited to, in press releases, in the annual report to
shareholders and in the Company’s other filings with the Securities and Exchange
Commission. 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. Forward-looking statements include any discussion of
the trends and other factors that drive our business and future results in “Item
7. Management’s Discussion and Analysis of Financial Conditions and
Results of Operations.” Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of their
date. If any of management's assumptions prove incorrect or should unanticipated
circumstances arise, the Company's 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 under Item 1A “Risk
Factors.” Readers are strongly encouraged to consider those factors
when evaluating any forward-looking statements concerning the
Company. The Company does not undertake to update any forward-looking
statements in this Annual Report to reflect future events or
developments.
Part
I
This
discussion of the business of Garmin Ltd. ("Garmin" or the "Company") should be
read in conjunction with, and is qualified by reference to, “Management's
Discussion and Analysis of Financial Condition and Results of Operations” under
Item 7 herein and the information set forth in response to Item 101 of
Regulation S-K in such Item 7 is incorporated herein by reference in partial
response to this Item 1. Garmin has four business segments: Marine,
Automotive/Mobile, Outdoor/Fitness, and Aviation. The segment
and geographic information included in Item 8, “Financial Statements and
Supplementary Data,” under Note 8 is incorporated herein by reference in partial
response to this Item 1.
Garmin
was incorporated in the Cayman Islands on July 24, 2000 as a holding company for
Garmin Corporation, a Taiwan corporation, in order to facilitate a public
offering of Garmin shares in the United States. Garmin owns, directly or
indirectly, all of the operating companies in the Garmin group.
Garmin’s
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, proxy statement and Forms 3, 4 and 5 filed by Garmin’s directors and
executive officers and all amendments to those reports will be made available
free of charge through the Investor Relations section of Garmin’s Internet
website (http://www.garmin.com) as soon as reasonably practicable after such
material is electronically filed with, or furnished to, the Securities and
Exchange Commission.
The
reference to Garmin’s website address does not constitute incorporation by
reference of the information contained on this website, and such information
should not be considered part of this report on
Form 10-K.
Company
Overview
Garmin is
a leading, worldwide provider of navigation, communication and information
devices and applications, most of which are enabled by Global Positioning System
(“GPS”) technology. Garmin designs, develops, manufactures and markets a diverse
family of hand-held, portable and fixed-mount GPS-enabled products and other
navigation, communications and information products for the automotive/mobile,
outdoor/fitness, marine, and general aviation markets.
Overview
of the Global Positioning System
The
Global Positioning System is a worldwide navigation system which enables the
precise determination of geographic location using established satellite
technology. The system consists of a constellation of orbiting satellites. The
satellites and their ground control and monitoring stations are maintained and
operated by the United States Department of Defense, which maintains an ongoing
satellite replenishment program to ensure continuous global system
coverage. Access to the system is provided free of charge by
the U.S. government.
Prior to
May 2000, the U.S. Department of Defense intentionally degraded the accuracy of
civilian GPS signals in a process known as Selective Availability (‘‘SA’’) for
national security purposes. SA variably degraded GPS position accuracy to a
radius of 100 meters. On May 2, 2000, the U.S. Department of Defense
discontinued SA. In a presidential policy statement issued in December 2004, the
Bush administration indicated that the U.S. does not intend to implement SA
again and is committed to preventing hostile use of GPS through regional denial
of service, minimizing the impact to peaceful users. With SA removed, a GPS
receiver can calculate its position to an accuracy of approximately 10 meters or
less, enhancing the utility of GPS for most applications.
The
accuracy and utility of GPS can be enhanced through augmentation techniques
which compute any remaining errors in the signal and broadcast these corrections
to a GPS device. The Federal Aviation Administration (“FAA”) has developed a
Wide Area Augmentation System (‘‘WAAS’’) comprising ground reference stations
and additional satellites that improve the accuracy of GPS positioning available
in the United States and portions of Canada and Mexico to approximately 3
meters. WAAS supports the use of GPS as the primary means of enroute, terminal
and approach navigation for aviation in the United States. The increased
accuracy offered by WAAS also enhances the utility of WAAS-enabled GPS receivers
for consumer applications. The FAA announced on July 11, 2003 that the WAAS
system had achieved initial operating capability and that the system was
available for instrument flight use with appropriately certified avionics
equipment. Since that time, the FAA has installed additional ground reference
stations and has launched additional WAAS satellites.
Recent
Developments in the Company’s Business
Since the
inception of its business, Garmin has delivered over 65 million products, which
includes the delivery of nearly 17 million products during
2009.
Automotive/Mobile
Product Introductions
Garmin
introduced a number of new versions of Garmin’s popular nüvi® personal
navigation device (PND) product line in 2009, including the nüvi 1690, a premium
PND with a built-in wireless module that lets customers access Garmin’s nüLink!™
service, which provides direct links to certain online information such as
Google™ local search, traffic, weather, fuel prices, movie listings, flight
status, local events, white page telephone listings and the Ciao!™ friend
finding application, the nüvi 1490T, a premium PND that has a large, 5-inch
touchscreen and sleek body style that is 25-percent slimmer than most nüvi
models, the nüvi 1200 and 1300 series with a new ultra-thin design that are the
first nüvi devices to offer pedestrian capability enabled through optional
CityExplorer™ maps, and the nüvi 885T, which is a voice-activated PND that
includes lane assist with junction view. Garmin also introduced
in 2009 the nüvi 465T, which is the first PND designed exclusively for over the
road long-haul navigation and delivery trucks. The nüvi 465T supports
multiple truck profiles and features advanced routing and guidance to support
truck-related road restrictions such as height, width, length, weight and
hazardous materials.
In
February 2009 Garmin and ASUSTek Computer Inc. announced a strategic alliance to
leverage the companies’ navigation and mobile telephony expertise to design,
manufacture and distribute co-branded location-centric mobile phones, to be
known as the Garmin-Asus nüvifoneTM
series. Throughout the summer and fall of 2009, the
nüvifone G60
and M20 models were made available in select countries in Asia, Europe and North
America through retail channels and carriers. The nüvifone G60 was
first available in July 2009 in Taiwan. The nüvifone M20 became
available in August 2009 in Taiwan, Hong Kong, Singapore, Thailand and
Malaysia. The North America launch of the nüvifone G60 occurred in
October 2009 when AT&T announced that it would offer the device to its
customers in the United States. This was followed by the first
western European carrier launch of the nüvifone G60 with Sunrise in
Switzerland. Garmin also announced in 2009 that several other
nüvifone models are under development for 2010, including devices with the Android
operating system. In addition, in 2009 Garmin introduced the zūmo® 660, which is
a new motorcycle device that integrates the slim and sleek design of the
nüvi with specific features made exclusively for motorcyclists.
Garmin
introduced nüMaps Lifetime™ in January 2009, which is a single fee program that,
subject to the program’s terms and conditions, enables customers to download the
latest map and point of interest information every quarter for the useful life
of their PND.
Outdoor/
Fitness Product Introductions
Garmin expanded its Forerunner® line of
products for the fitness market in 2009 with the Forerunner 310XT, which is a
GPS-enabled trainer that is water-resistant to 50m, tracks bike and run data and
sends it wirelessly to your computer. This multi-sport device has up to 20 hours
of battery life, and goes from wrist to bike in seconds. In April
2009 Garmin also introduced the Forerunner 405CX, which adds heart-rate based
calorie computation and improved comfort to the numerous features available on
the Forerunner 405.
Garmin
also expanded its Edge® line of cycling GPS products in 2009 with the Edge 500,
which weighs only two ounces, features a high-sensitivity GPS receiver, requires
no calibration, can be switched quickly and easily between bicycles and connects
wirelessly with ANT+™ compatible third-party power meters.
To help
promote its full line of fitness products, in October 2009 Garmin extended for
an additional three years its title sponsorship of Team Garmin-Transitions, a
ProTour cycling team.
In June
2009 Garmin introduced the Dakota™ series of handheld GPS devices, which are
compact, waterproof devices with up to 20 hours of battery life that include a
high sensitivity GPS receiver, worldwide basemap and color touchscreen display.
Garmin also expanded its Oregon™ series of touchscreen handheld GPS devices by
introducing the Oregon 550 and 550t, which integrate a 3.2 megapixel digital
camera that creates geotagged images and a 3-axis compass into the Oregon series
of devices, as well as the Oregon 450 and 450t.
Garmin
also updated the eTrex® series of value-priced handheld GPS devices in 2009 by
introducing the eTrex Legend H and the eTrex Vista H, which include a high
sensitivity GPS receiver, a USB interface, and 24 megabytes of internal memory
for loading detailed topographic maps. The eTrex Vista H also
includes an electronic compass and barometric altimeter.
Garmin
also introduced the Approach™ G5 in January 2009, which is its first touchscreen
handheld GPS product designed exclusively for the golf course. The
Approach G5 is a rugged, waterproof, touchscreen golf GPS packed with thousands
of preloaded golf course maps. It uses a high-sensitivity GPS receiver to, among
many other features, measure individual shot distances and show the exact
yardage to fairways, hazards and greens.
Marine
Product Introductions
In 2009
Garmin introduced the GPS 72H, which is a value-priced lightweight, waterproof
handheld GPS that floats, features a high-sensitivity GPS, a USB connection and
a large screen. Garmin also introduced HomePort™, an
application that allows mariners to plan and manage trips, routes, tracks and
waypoints and transfer them between a personal computer and applicable Garmin
chartplotter. In July 2009 Garmin introduced the VHF 300, which is a
high-end marine radio with premium features such as multi-station support, a
space-saving black box configuration, and options such as an integrated
dual-band AIS receiver.
In July
2009 Garmin introduced its next generation of open-array digital radar scanners
– the GMR™ 1204/1206 xHD and the GMR 604 xHD, which provide up to eight times
more sampling data that Garmin’s current open-array digital radar scanner
products. In November 2009 Garmin introduced the GPSMAP® 6000 and
GPSMAP 7000 series of large-format multi-function displays with G Motion™
technology.
Aviation Product Introductions
and Certifications
In March
2009 Garmin received Federal Aviation Administration (FAA) Supplemental Type
Certification (STC) for the G1000® avionics suite in the King Air 200 and
B200.
In April 2009 Garmin received European
Aviation Safety Agency’s (EASA) European Technical Standard Order (ETSO)
approval for the GDU 620 display/control unit, which is the display unit for the
G600 flight display system. Because the other components of the G600 have
already received EASA’s ETSO approval, this announcement indicates the GDU 620
is eligible for installation in European registered aircraft with a
certification weight up to 5,700 kgs.
In July
2009 Garmin received FAA Approved Model List Supplemental Type Certification
(AML STC) for the G500, a new avionics suite for normal and utility category
Part 23 Class I and Class II aircraft.
In
October 2009 Garmin announced the G3000, its first touchscreen-controlled
integrated flight deck for Part 23 turbine aircraft.
In November 2009 Garmin introduced the
aera™, an aviation handheld series that is touchscreen and multi-mode so that it
can transition between aviation to automotive mode with one touch.
In December 2009 the FAA granted AML
STC for Garmin’s new TAS and TCAS I traffic systems, the GTS™ 800, GTS 820 and
GTS 850.
Products
Garmin
has achieved a leading market position and a history of consistent growth in
revenues and profits by offering ergonomically designed, user-friendly products
with innovative features and designs covering a broad range of applications and
price points. Garmin’s target markets are currently broken down into
its four main business segments – automotive/mobile, outdoor/fitness, marine and
aviation.
Automotive/Mobile
Garmin offers a broad range of
automotive navigation products, as well as a variety of products and
applications designed for the mobile GPS market. Garmin believes that
its products are known for their value, high performance, ease of use,
innovation, and ergonomics. The table below includes a sampling of
the automotive and mobile products that Garmin currently offers to consumers
around the world.
nüvi®
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(25
models)
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The
nüvi is Garmin’s popular thin-profile personal navigation device
(PND). All nüvi models combine a full-featured GPS navigator
(with built-in maps) with a currency and measurement converter, world
clock and digital photo organizer. Different nüvi models and
optional add-ons offer different feature sets, including a wide screen
display, integrated traffic receiver for traffic data, spoken street
names, voice recognition, speed limit indication, lane assist, 3-D
building view, , junction view, Bluetooth® hands-free capability, MP3
player, built-in maps of Europe, and the ability to add custom points of
interest. The nüvi model 1690 offers Garmin’s nüLink!™ service,
which is a subscription service (a free two-year subscription is provided
with the nüvi 1690) that provides certain real-time information delivered
wirelessly to the device, including Google™ local search, traffic
information, weather, fuel prices, movie listings, flight status, local
events, and white page telephone listings. Numerous newer nüvi
models also offer a feature called ecoRoute™, which is a feature designed
to help improve the vehicle’s fuel efficiency by suggesting route
calculations based upon less fuel usage and a driving challenge program
that helps reinforce fuel-efficient driving practices. In fiscal years
2009, 2008, and 2007, the nüvi class of products represented approximately
63%, 64%, and 52% respectively of Garmin’s total consolidated
revenues.
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nüvifone
™
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(2
models)
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The
nüvifoneTM G60
— a touchscreen smartphone that integrates a mobile phone, web browser and
PND all in one device — was introduced in 2009 by Garmin and ASUSTek
Computer Inc. through the Garmin-Asus alliance, a co-branded alliance
between Garmin and ASUSTek Computer Inc. AT&T is the
exclusive mobile phone carrier for the nüvifone G60 in the United
States. It is also available for purchase in Belgium, France,
Switzerland, Poland, Czech Republic, Taiwan, Singapore and
Malaysia. The nüvifone M20 smartphone operates on a Windows
Mobile® 6.5 operating system and is sold in Taiwan and Hong
Kong.
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zūmo®
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(4
models)
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Motorcycle-specific
navigators with features including a glove-friendly touch screen with high
bright sunlight-readable display, motorcycle mount, vibration-tested
design, and Bluetooth wireless technology. An SD (secure
digital) card slot allows riders to share their favorite places and
rides with fellow zūmo riders. The zūmo 660 features 3-D
building view and lane assist and a digital fuel gauge. The
zūmo 220 and 665 were announced in January 2010 as the latest zūmo models
(expected delivery of first quarter 2010). The zūmo 220 offers
a smaller form factor than previous models, while the 665 includes an
antenna for XM Satellite Radio®, XM NavWeather® and XM NavTraffic®
(subscription is required for XM content).
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Garmin
Mobile® for
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BlackBerry
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Garmin
Mobile for BlackBerry is a subscription-based software application that
lets compatible BlackBerry devices function as versatile GPS
navigators.
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Garmin
Mobile XT
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Garmin
Mobile XT is a data card that turns many smartphones into full-featured
navigators. Users can simply plug the microSD card into a
compatible phone and begin navigating. No network coverage or
subscription is
required.
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Outdoor/Fitness
The table below includes a sampling of
the fitness and outdoor products that Garmin currently offers to consumers
around the world.
Forerunner®
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(9
models)
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Compact,
lightweight training assistants for athletes with integrated GPS sensor
(except for FR60 fitness watch) that provide time, speed, distance, pace
and other data. Some models also offer a heart rate monitoring function.
The Forerunner 60 is an entry-level advanced fitness watch that allows
runners and walkers to track their workouts and automatically upload their
data (via a wireless USB ANT™ Stick) to a personal
computer. The Forerunner 405 is a compact-sized, wrist-worn
GPS-enabled device that allows runners and joggers to track their speed,
distance, heart rate and location, access their training history or
challenge a Virtual Partner™ and automatically upload their data
wirelessly to a personal computer. The Forerunner 405CX adds
heart-rate based calorie computation and improved comfort to the numerous
features available on the Forerunner 405. The Forerunner 310XT
model, which was designed specifically for triathletes, is water-resistant
to 50m and tracks biking and running data (and optional heart rate
data).
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Edge®
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(5
models)
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Integrated
personal training systems designed for cyclists. The Edge 205 measures
speed, distance, time, calories burned, climb and descent, altitude and
more. The Edge 305 adds a heart rate monitor and/or wireless
speed/pedaling cadence sensor. The Edge 605 and 705 provide
mapping capabilities (including street navigation) and a 2.2” color
display in addition to tracking vertical profiles, climb and descent,
altitude, speed, distance, and time. The newest model — the
Edge 500 — is geared toward performance-driven cyclists by offering the
ability to track even more performance data in a streamlined form
factor.
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Dakota™
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(2
models)
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The
Dakota series is Garmin’s entry level series of handheld GPS navigators
with built-in mapping. The Dakota 10 is a rugged, palm-sized
navigator that offers a touchscreen display, high-sensitivity GPS, and a
built-in worldwide basemap. The Dakota 20 adds a barometric
altimeter, 3-axis electronic compass, and a microSD™ card slot for
optional customized maps. The 20 model also allows a user to
share waypoints, tracks, routes and geocaches wirelessly with other
compatible Dakota, Foretrex®, Oregon® and Colorado®
users.
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Colorado®
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(4
models)
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The
Colorado series features Garmin’s Rock ‘n Roller™ wheel, which
allows the user to operate many of the units’ features with the user’s
thumb. The Colorado 300 features a worldwide basemap with
shaded relief. The Colorado 400c provides marine chart coverage
for the coastal U.S. and Bahamas. The Colorado 400i offers
shoreline details, depth contours and boat ramps for U.S. inland lakes and
rivers. The Colorado 400t gives hikers 3-D elevation perspective and
preloaded U.S. topographic maps. All Colorado models are equipped with a
barometric altimeter and electronic compass.
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Oregon®
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(9
models)
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The
Oregon series combines a bright 3 inch color touchscreen, rugged design
and a variety of preloaded mapping options. The entry-level Oregon 200
comes with a built-in Worldwide basemap. The Oregon 300
includes a worldwide basemap with shaded relief. The Oregon
400t gives hikers preloaded U.S. topographic maps with 3-D elevation
perspective. The Oregon 400i offers shoreline details, depth contours and
boat ramps for U.S. inland lakes and navigable rivers. The Oregon 400c
features chart coverage for the coastal U.S. and Bahamas. The high-end
Oregon 550 and 550t each come with a built-in 3.2 megapixel autofocus
digital camera with 4x digital zoom, and each photo taken by these devices
is automatically geotagged with the location of where it was taken,
allowing the user to navigate back to that exact spot in the
future. In January 2010, Garmin announced the Oregon 450 and
Oregon 450t, the newest members of the Oregon product family (expected
availability of first quarter 2010). The 450 and 450t do not
include the built-in camera, but offer many other upgrades over other
Oregon models, including an easier-to-read display and enhanced track
navigation.
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Rino®
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(5
models)
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Handheld
two-way Family Radio Service (FRS) and General Mobile Radio Service (GMRS)
radios that integrate two-way voice communications with GPS
navigation. Features include patented “peer-to-peer position
reporting” so you can transmit your location to another Rino
radio. The Rino 110 offers an FRS/GMRS radio plus basic GPS
navigator. The Rino 120 adds an internal basemap and MapSource
compatibility for street-level mapping. The Rino 130 has 24 MB
of internal memory, built-in electronic compass, barometric sensor, and
National Oceanic and Atmospheric Administration (NOAA) weather radio
receiver. The Rino 520HCx has a high sensitivity GPS receiver,
5 watts of transmit power, color display, mini-USB interface, and a
turn-by turn automatic route calculation for use in
automobiles. The Rino 530HCx has all of the features of the
Rino 520HCx, plus a seven-channel weather receiver, electronic compass,
and barometric altimeter.
|
|
|
|
Approach™
G5
|
|
|
(2
models)
|
|
The
Approach G5 is a waterproof, touchscreen, handheld GPS for golfers that
features over 12,000 preloaded golf course maps. Approach G5 uses a
high-sensitivity GPS receiver to measure individual shot distances and
show the exact yardage to fairways, hazards and greens. The
Approach G3 was announced in January 2010 as a smaller, lighter version of
the Approach, yet still offers over 12,000 preloaded
courses. Neither model requires any ongoing subscription
fees.
|
|
|
|
Astro®
|
|
High
sensitivity GPS-enabled dog tracking system. The Astro is
designed to pinpoint up to ten dogs’ positions at one time through
all-weather collars and a handheld system. The system also
provides a Dog Tracker page and a Covey Countertm
to assist the hunter. It is loaded with many of the
features of our outdoor devices including: barometric
altimeter, electronic compass, microSD slot, area calculator and a
waterproof
exterior.
|
Marine
Garmin’s
marine lineup includes network products and multifunction displays, fixed-mount
GPS/chartplotter products, instruments, radar, autopilots, and sounder
products. The table below includes a sampling of some of
the marine products that Garmin currently offers to consumers.
Marine
Chartplotters and Networking Products
GPSMAP® 7000
series |
|
|
|
|
The
latest generation in Garmin’s large-format multi-function
displays. The GPSMAP 7000 series introduced Garmin’s G Motion
technology, which represents an upgrade in speed, smoothness and clarity
over prior plotters. G Motion technology delivers ultra-smooth
map panning and zooming with virtually seamless graphical updating in all
dimensions. The 7000 series chartplotters also feature a
low-level backlight display and a backlit keypad for use in low-light
conditions without compromising vision. The GPSMAP 7x15 series
offers a huge 15-inch diagonal XGA (1024 x 768 pixel) sunlight readable
touchscreen display, and is offered in two models – the GPSMAP 7015 with
an enhanced worldwide satellite imagery basemap; and the GPSMAP 7215,
which comes pre-loaded with highly detailed U.S. coastal charts and
Explorer Charts for the Bahamas. Mariners can also opt for the same
XGA resolution in a 12-inch diagonal screen configuration with the GPSMAP
7012 and GPSMAP 7212 models, which offer a worldwide basemap and coastal
charts respectively. All models are compatible with an optional
wireless remote and a wireless mouse for additional flexibility and also
offer expanded “plug-and-play” access to onboard sensors, with NMEA 2000
and Garmin Marine Network connectivity (the Garmin Marine Network is a
system that combines GPS, radar, XM WX Satellite Weather, sonar, and other
data).
|
GPSMAP® 6000
series
|
|
|
(4
models)
|
|
Like
the 7000 series, the 6000 series models also offer Garmin’s new G Motion
technology and the features to improve visibility in low-light
conditions. The GPSMAP 6x12 series features a traditional
soft-key interface with an alphanumeric keypad and a 12-inch diagonal XGA
(1024 x 768 pixel) sunlight readable display. Within this
family, Garmin offers the GPSMAP 6012 with an enhanced worldwide satellite
imagery basemap; and the GPSMAP 6212 with highly detailed U.S. coastal
charts and Explorer Charts for the Bahamas preloaded. For a
smaller display, the GPSMAP 6x08 series offers an 8-inch VGA (640 x 480)
sunlight readable display with a soft-key interface. The models
in the GPSMAP 6000 series are all compatible with an optional wireless
remote and also offer expanded “plug-and-play” access to onboard sensors,
with NMEA 2000 and Garmin Marine Network connectivity.
|
|
|
|
GPSMAP®
5000 series
|
|
|
(6
models)
|
|
These
touch-screen multifunction displays for the Garmin Marine Network (a
system that combines GPS, radar, XM WX Satellite Weather, sonar, and other
data) offer ease of use and video-quality resolution and
color. The 5212 and 5208 come pre-loaded with detailed U.S.
coastal charts, including Explorer Charts, and are compatible with
Garmin’s BlueChart® g2 Vision™ charts (sold separately) which offer
high-resolution satellite imagery, 3-D map perspective, aerial reference
photos, and auto guidance. The 5215 and 5015 offer 15-inch
diagonal sunlight-readable touchscreen displays.
|
|
|
|
GPSMAP®
4000 series/
|
|
|
4200
series (6 models)
|
|
These
multifunction displays for the Garmin Marine Network offer ease of use and
video-quality resolution and color. The 4212 and 4208 come
pre-loaded with detailed U.S. coastal charts, including Explorer Charts,
and are compatible with Garmin’s BlueChart® g2 Vision™ charts (sold
separately) which offer high-resolution satellite imagery, 3-D map
perspective, aerial reference photos, and auto guidance. The
4210 and 4010 feature 10.4-inch diagonal sunlight- readable displays and
Garmin’s new marine user interface.
|
|
|
|
GPSMAP®
3000
|
|
|
(2
models)
|
|
These
configurable chartplotter/multifunction displays (MFDs) are
network-enabled and come in either a 10.4” or 6.4”
display.
|
|
|
|
GPSMAP®
4x0 and 5x0
|
|
|
and
7x0 series
|
|
|
(5
models)
|
|
The
4x0 and 5x0 chartplotters and chartplotter/sonar units
feature highly-detailed pre-loaded marine cartography and offer
a wide variety of display sizes and networking options. All
units are compatible with Garmin’s BlueChart® g2™ data cards. The 7x0
models are the newest in this family of products and are the first
touchscreen controlled stand-alone marine chartplotters to offer radar
capability and built-in sonar at an affordable
price.
|
GPSMAP®
5x6 and 5x1
|
|
|
series
(6 models)
|
|
Building
upon the success of the GPSMAP 400 and 500 series, the new chartplotters
in the GPSMAP 5x6, 5x1 and 4x1 series come standard with an internal
high-sensitivity GPS receiver that allows for faster acquisition times and
better satellite tracking so that boaters are able to acquire and maintain
a GPS fix more easily. In addition, these units boast an improved,
high-speed digital design that will increase map drawing and panning
speeds. Many of the new models in this series are also NMEA
2000 certified and can interface with Garmin’s full lineup of NMEA 2000
marine sensors and autopilots, as well as many other third-party
sensors.
|
|
|
|
GPSMAP® 4x1
|
|
|
series
(3 models)
|
|
With
a 4-inch QVGA sunlight-readable display, the GPSMAP 4x1 series was
designed for the boater who wants high performance in a small
package. These units feature a high-sensitivity GPS receiver
and faster processors, and are offered with the same cartography
configuration as the GPSMAP 5x1 series. Likewise, the GPSMAP 4x1s series
is also available with a built-in sonar with a 500-watt RMS dual-frequency
transducer for offshore use and a 400-watt RMS with a dual beam transducer
for inland use. For satellite weather and radio data, the
GPSMAP 441 and 421 are also compatible with the GXM 51
receiver.
|
|
|
|
GSD
21 and 22
|
|
These
“black-box” sounders interface with Garmin display units and chartplotters
and enhance their utility by providing the depth sounder and fish finder
functions in a remote mounted package.
|
|
|
|
GMS
10
|
|
The
GMS 10 Network Port Expander is the "nerve center" of the Garmin Marine
Network. This 100-Mbit switch is designed to support the
connection of multiple sensors to the Garmin Marine
Network.
|
|
|
|
Other
Marine Products
|
|
|
|
GMI
10
|
|
The
GMI 10 is a NMEA 2000 and NMEA 0183 compliant instrument that displays
data from multiple remote sensors on one screen. Mariners can
use the GMI 10 to display instrument data such as depth, speed through the
water, water temperature, fuel flow rate, engine data, fuel level, wind
direction and more, depending upon what sensors are
connected.
|
|
|
|
VHF
Marine Radios
|
|
|
(4
models)
|
|
This
series of marine radios offers differing feature sets for the radio needs
of all types of mariners. The VHF 100 is an entry-level, NMEA
0183 compatible VHF marine radio. The VHF 200 is NMEA 2000
compatible. The next step up is the VHF 300, which is designed
for 35+ foot boats and is NMEA 2000 and NMEA 0183 compatible and offers
multi-station support. Also designed for 35+ foot boats, the
VHF 300 AIS is NMEA 2000 and NMEA 0183 compatible, offers multi-station
support, and monitors all AIS channels at the same
time.
|
Marine
|
|
|
Autopilot
Systems
|
|
|
(3
models)
|
|
The
GHP 10’s patented Shadow Drive™ technology automatically disengages the
autopilot if the helm is turned, allowing the helmsman to maneuver the
boat. The autopilot automatically re-engages when a steady course is held
by the helmsman. The TR-1 Gold Marine Autopilot offers worry-free remote
steering and speed control to operators of small gasoline outboard motor
boats up to 20 horsepower. Finally, the GHP 10V Autopilot
System for Volvo Penta IPS and Sterndrive Joystick Systems is approved for
use with boats that have an integrated Volvo Penta IPS steering and
propulsion system and features Garmin’s proven and innovative Shadow
Drive™ technology – a patented capability that automatically disengages
the autopilot if the helm is turned, allowing for quick and safe manual
maneuvers without manually disengaging the autopilot.
|
|
|
|
Fishfinders
|
|
|
(5
models)
|
|
Garmin
offers five different fishfinder options spanning various price points.
All models feature Garmin’s Ultrascroll™ technology, which allows boaters
to get a faster refresh rate on their sonar display, and dual-beam
transducer operation. Four of the models offer color
displays. The Fishfinder 400C comes with dual beam or dual
frequency transducers for easy adaptability to either freshwater or
saltwater fishing. It also offers a new, easy-to-use interface
and built in CANet connectivity to enable sonar data to be shared with
compatible Garmin chartplotters.
|
|
|
|
Radar
|
|
|
(11
models)
|
|
Garmin
offers both radomes and open array radar products with compatibility to
any network-compatible Garmin chartplotter so that the chartplotter can
double as the radar screen. The GMR™ 18 and 24 models are
digital radome products in various sizes and power
specifications. The GMR 404 and 406 open array radar scanners
provide even greater clarity and a 72 nautical mile range. The
GMR 18 HD and GMR 24 HD radomes feature digital signal processing
providing sharper radar imagery and improved target separation. The newest
generation of open-array digital radar scanners and the GMR™ 1204/1206 xHD
and the GMR 604/606 xHD models, which transmit with 12 and 6 kilowatts of
power respectively. All four of these open-array scanners have
a maximum effective range of 72 nautical miles and offer selectable
rotation speeds from 24 RPM to 48 RPM for rapid target
updates. These new xHD scanners provide up to eight times more
sampling data than Garmin’s current open-array
offerings,
|
Aviation
Garmin’s
product line includes GPS-enabled navigation, VHF communications
transmitters/receivers, multi-function displays, electronic flight
instrumentation systems (EFIS), traffic advisory systems and traffic collision
avoidance systems, instrument landing system (ILS) receivers, surveillance
products, marker beacon receivers and audio panels.
Garmin’s
aviation products have won prestigious awards throughout the industry for their
innovative features and ease of use. The GNS 430/530W offers multiple
features and capabilities integrated into a single product. This high level of
integration minimizes the use of precious space in the cockpit, enhances the
quality and safety of flight through the use of modern designs and components
and reduces the cost of equipping an aircraft with modern
electronics. The GNS 430 was recognized by Flying Magazine as the
Editor’s Choice Product of the Year for 1998. In 1994, and again in
2000, Garmin earned recognition from the Aircraft Electronics Association for
outstanding contribution to the general aviation electronics
industry. The GPSMAP 295 won Aviation Consumer Magazine’s
Gear of the Year award for best aviation portable product in 2000 and again in
2001. Flying Magazine’s
editors awarded the GPSMAP 396 with a 2005 Editors’ Choice Award for outstanding
achievements. The GPSMAP 496, introduced in 2006, won the “2006 Gear
of the Year” award from Aviation Consumer
magazine. Flying Magazine’s editors
awarded Garmin a 2007 Flying
Editors’ Choice Award for making the safety and precision of WAAS (Wide
Area Augmentation System) available in its GPS navigation
systems. Garmin was ranked No. 1 among aviation electronics
manufacturers for operation, presentation, technical advancement, information,
construction and satisfaction in Professional Pilot magazine’s
survey of its readers in 2003, 2004 and 2005 and was ranked No. 2 in 2006 and
2007. Garmin has been ranked No. 1 among cockpit avionics manufacturers for
avionics product support in Professional Pilot magazine’s
survey of its readers in each of the last six survey years. Aviation International News
also ranked Garmin the highest among cockpit avionics manufacturers in
product support in 2009, making it the sixth consecutive year that Garmin has
earned that distinction. Garmin received the Airline Technology
Achievement Award from Air
Transport World Magazine in January 2005 for championing the development
of Automatic Dependent Surveillance-Broadcast (ADS-B) technology, an enabling
technology for air traffic management.
Garmin’s
aviation products are sold in both new aircraft and the retrofit market where
existing aircraft are fitted with the latest electronics from Garmin’s broad
product line.
Garmin
has also expanded its range of avionics offerings to leading General Aviation
aircraft manufacturers such as the Cessna Aircraft Company, Cirrus Aircraft,
Hawker Beechcraft Corporation, Diamond Aircraft Industries, Mooney Airplane
Company, Piper Aircraft, Inc., DAHER- SOCATA and Quest
Aircraft through the installation of the G1000 integrated flight deck
as original equipment aboard new aircraft. This system integrates attitude,
heading, air data, navigation, communication, engine monitoring, and other
aircraft functions into a single cohesive system which interfaces with the
flight crew using a set of large, bright TFT displays. The G1000 also
includes an integrated autopilot – the GFC700. Garmin also has
expanded its G1000 certifications to the business jet segment, such as Cessna’s
Citation Mustang jet and Embraer’s Phenom 100 and Phenom 300. Garmin
also announced its next generation integrated flight deck system, the G3000, at
the National Business Aircraft Association (NBAA) trade show in October
2009. Both Honda Aircraft Corporation and Piper Aircraft
simultaneously announced that the G3000 has been selected for the HondaJet and
PiperJet respectively.
The table
below includes a sampling of some of the aviation products currently offered by
Garmin:
Handheld
and portable aviation products:
|
|
|
|
aera™
series
|
|
|
(4
models)
|
|
Garmin’s
newest aviation handheld series combines the latest aviation portable with
a full-featured automotive GPS, allowing pilots to transition between
aviation to automotive mode with one touch. Featuring a crisp
4.3-inch QVGA wide-format display with touchscreen interface, all four
aera models come with preloaded automotive maps, a built-in
terrain/obstacles aviation database, patented Panel Page instrument
display, and other features. When in aviation mode, pilots see
colorful icons that use intuitive pictures and labels to indicate their
function. The exterior of each aera model (500, 510, 550 and 560) are
identical, but the software features of each model are tailored to those
seeking an entry, mid or high-level aviation handheld.
|
|
|
|
GPSMAP
495/496
|
|
The
GPSMAP 496 expands on the GPSMAP 396 by adding such additional features as
Garmin’s SafeTaxi™ airport diagrams, Aircraft Owners and Pilots
Association (AOPA) Airport directory data, Garmin’s Smart Airspace
enhanced high-resolution terrain database, accelerated GPS update rate,
and pre-loaded automotive maps of North America. The GPSMAP 495 offers
many of the same features as the GPSMAP 496 at a lower price
point.
|
|
|
|
GPSMAP
695/696
|
|
The
GPSMAP 696 expands on the features of the GPSMAP 496 by adding a 7 inch
screen, preloaded detailed electronic charts, preloaded airways and IFR
map mode. The GPSMAP 696 has a receiver for XM radio and XM WX Satellite
Weather (U.S. customers only) that gives next generation radar (NEXRAD),
aviation routine weather reports (METARs), terminal aerodrome forecasts
(TAFs), temporary flight restrictions (TFRs), lightning, winds aloft,
turbulence forecasts, and several other important weather products. The
GPSMAP 695 has the same features except for XM radio and
weather.
|
Pilot
My-CastSM
|
|
Pilot
My-Cast by Garmin is a premium flight planning, flight plan filing, and
pre-flight weather application for display on compatible mobile
phones. Compared to other aviation weather cell phone
applications, Pilot My-Cast is unique because it receives aviation data
directly from the National Weather Service, Environment Canada, and
Federal Aviation Administration.
|
|
|
|
Integrated
avionics systems:
|
|
|
|
G3000™
|
|
Announced
in October 2009, the G3000, which is designed for use in FAR Part 23
turbine aircraft, is the first touchscreen-controlled integrated
flightdeck for light turbine aircraft. It features extra-wide
14.1-inch displays with split-screen MFD viewing functionality and PFD
terrain simulation in 3-D perspective with SVT™ Synthetic Vision
Technology.
|
|
|
|
G1000®
|
|
The
G1000 integrates navigation, communication, attitude, weather, terrain,
traffic, surveillance and engine information on large high-resolution
color displays. The G1000 offers general aviation airplane manufacturers
an easy-to-install solution for flight displays and provides the aircraft
owner the benefits of a state-of-the-art avionics system which relies on
modern technologies such as solid state components and bright,
sunlight-readable TFT displays.
|
|
|
|
G600™
|
|
The
G600 brings the style and function of an all-glass integrated avionics
suite to the retrofit market for FAR Part 23 Class I, II or III
aircraft. The G600 incorporates two individual displays – a PFD
and MFD – in a customized package specifically designed for easy retrofit
installation. The G600 is designed to communicate and integrate with
Garmin’s WAAS enabled panel mount products, and provides essential
information such as attitude, air data, weather, terrain and
traffic. Garmin has received the FAA’s Approved Model List
Supplemental Type Certification (AML STC) for the G600, which will
simplify certification for over 300 different aircraft
models.
|
|
|
|
G500™
|
|
Designed
specifically for FAR Part 23 Class I/Class II aircraft (singles and twins
under 6,000 lbs.), the G500 is an affordable, dual-screen electronic
flight display that works with a pilot’s separate Garmin avionics stack to
provide a fully TSO’d “glass cockpit” retrofit option. The G500
does not include all of the same standard functionality as the G600 (for
example, the G500 does not offer SVT (Synthetic Vision Technology) or a
standard GAD 43 interface adapter.
|
|
|
|
G900X™
|
|
An
all-glass integrated avionics system specifically designed for kitplane
builders of the Lancair and Van’s RV-series aircraft.G3X™ The G3X is a
fully-customizable glass cockpit for installation in experimental/kitbuilt
and light sport aircraft. The G3X offers a customizable PFD/MFD
combination that features one, two or three all-glass displays;
magnetometer; ADAHRS (combined air data and AHRS unit) and engine
monitoring.
|
GDU
370/375
|
|
Multifunction
displays for the light sport retrofit and experimental aircraft markets
(expected to be available in the second quarter of
2009).
|
|
|
|
Panel-mount
aviation products:
|
|
|
|
400W
Series
|
|
|
(3
models)
|
|
The
GNS 430W is the Wide Area Augmentation System (WAAS) successor to Garmin’s
popular GNS 430, which was the world’s first ‘‘all-in-one’’ IFR certified
GPS navigation receiver/traditional VHF navigation receiver/instrument
landing systems receiver and VHF communication transmitter/receiver.
Features available in different 400 series models include 4-color map
graphics, GPS, communication and navigation
capabilities. .
|
|
|
|
500
W Series
|
|
|
(2
models)
|
|
These
units combine the features of the 400W series along with a larger 5” color
display. The 530W Series comes standard with Wide Area
Augmentation System (WAAS) capability and may be ordered with or upgraded
to Class B Terrain Awareness and Warning System (TAWS-B)
capability.
|
|
|
|
GTS™
TAS and
|
|
|
TCAS
I Systems
|
|
The
GTS 800 series of traffic avoidance products combines active and passive
surveillance data to pinpoint specific traffic threats. The systems use
Garmin’s patent-pending CLEAR CAS™ technology and correlates automatic
dependent surveillance broadcast (ADS-B) with radar targets. The GTS 800 TAS is a
lower-cost system, offering 40 watts of transmit power and a range of up
to 12 nautical miles. The GTS 820 TAS delivers 250 watts of transmit power
and up to 40 nautical miles of interrogation range. The GTS 850 TCAS I
satisfies all TCAS I collision avoidance criteria for higher-capability
turboprops and jets. It features the same 250 watt performance
as the GTS 820, and also meets the FAA’s TCAS I certification
criteria
|
|
|
|
GI-102A
& 106A
|
|
Course
deviation indicators (CDIs). The GI-106A features an instrument landing
system receiver to aid in landing.
|
|
|
|
GMA
240, 340 & 347
|
|
The
GMA 340 is a feature-rich audio panel with six-place stereo intercom and
independent pilot/co-pilot communications capabilities. The GMA
347 has automatic squelch, digital clearance recorder, and a full-duplex
telephone interface. The GMA 240 is a versatile, non-TSO’d
audio panel designed for experimental and light sport
aircraft.
|
|
|
|
GTX™
330 & 330D
|
|
FAA-certified
Mode S transponders with data link capability, including local air traffic
information at FAA radar sites equipped with Traffic Information Service
(TIS). These transponders may also be optionally upgraded to
provide 1090 MHz Extended Squitter (ES) transmission capabilities, which
will increase situational awareness once the Automatic Dependent
Surveillance-Broadcast (ADS-B) system is fully
implemented.
|
|
|
|
GTX
320A,327 & 328
|
|
FAA-certified
transponders which transmit altitude or flight identification to air
traffic control radar systems or other aircraft’s air traffic avoidance
devices and feature solid-state construction for longer
life. The GTX 327 offers a digital display with timing
functions. The 328 is designed exclusively for Europe and
satisfies the European requirement for a Mode S solution that meets the
reduced certification requirements for the VFR Mode S
mandate.
|
GDL
90
|
|
The
GDL 90 is the first airborne Automatic Dependent Surveillance-Broadcast
(ADS-B) product certified by the FAA to TSO C145A
standards. The GDL 90 allows pilots in the cockpit and air
traffic controllers on the ground to “see” aircraft traffic with much more
precision than has ever been possible before without the costly
infrastructure of ground based tracking radar. The GDL 90
relies on the infrastructure that is part of the FAA’s Safe Flight 21
program. This program is currently under development with
implementation of the ground-based portion of the ADS-B network taking
place along the East Coast and other selected areas of the
U.S.A. Additional installations of the ADS-B ground stations
are planned. The ground stations can track aircraft movement
and eventually are expected to be used to broadcast traffic and weather
services. Pilots equipped with the GDL 90 and operating within
the ground station coverage area will receive aircraft traffic and
real-time weather information free of charge.
|
|
|
|
GDL
69 and 69A
|
|
The
GDL 69 offers the ability to provide real-time weather information to the
aircraft which can be displayed on one of several panel-mounted devices,
such as the GNS 430, GNS 530, MX20, and G1000 systems. The GDL 69 and GDL
69A receive real-time weather information broadcast by the XM WX Satellite
radio system. In addition, the GDL 69A expands the utility of
the system by providing CD quality audio provided by XM Satellite Radio
(separate subscriptions for weather data and audio
required).
|
|
|
|
GMX
200™
|
|
A
large (6.5 inch) sunlight-readable, high-resolution, multi-function
display.
|
|
|
|
SL
30 and SL 40
|
|
The
SL30 is a compact VHF navigation and communications unit that combines a
760-channel VHF communications radio with 200-channel glideslope and
localizer receivers. The SL40 is a 760-channel VHF
communications radio only. Both the SL30 and SL40 feature 10
watt communications transmitters.
|
|
|
|
GWX™
68
|
|
The
GWX 68 is an all-in-one antenna/receiver/transmitter that brings real-time
weather to Garmin’s newest multi-function
displays.
|
Sales
and Marketing
Garmin’s
non-aviation products are sold through a worldwide network of approximately
3,000 independent dealers and distributors in approximately 100 countries who
meet our sales and customer service qualifications. Best Buy was the only
customer whose purchases represented 10% or more of Garmin’s consolidated
revenues in the fiscal year ended December 26, 2009 (Best Buy’s purchases
totaled 13.4% of Garmin’s 2009 consolidated revenues). Marketing
support is provided geographically from Garmin’s offices in Olathe, Kansas
(North, South and Central America), in the U.K. (Eastern Europe,
Middle East and Africa) France, Germany, Italy, Spain, Portugal, Austria,
Sweden, Denmark, Finland, Belgium, Australia (also covering New Zealand) and in
Taiwan (Asia). Garmin’s distribution strategy is intended to increase
Garmin’s global penetration and presence while maintaining high quality
standards to ensure end-user satisfaction.
Garmin’s
U.S. consumer product sales are handled through its network of dealers and
distributors who are serviced by a staff of regional sales managers and in-house
sales associates. Some of Garmin’s larger consumer products dealers and
distributors include:
|
·
|
Best Buy—one of the
largest U.S. and Canadian electronics
retailers;
|
|
·
|
Amazon.com—internet
retailer;
|
|
·
|
Costco—an international
chain of membership warehouses that carry quality, brand name
merchandise;
|
|
·
|
Halford’s—a large
European retailer specializing in car parts and
accessories;
|
|
·
|
Petra—a large
distributor who sells to a wide range of
dealers;
|
|
·
|
Target— one of the
nation’s largest general merchandise
retailers;
|
|
·
|
Wal-Mart—the world’s
largest mass retailer; and
|
|
·
|
Wynit—a large
distributor who sells to a wide range of dealers, including Radio
Shack.
|
Garmin’s
Europe, Middle East, Australia/New Zealand and Africa consumer product sales are
handled through our in-country subsidiaries or local distributors who resell to
dealers. Working closely with Garmin’s in-house sales and marketing staff in the
U.K. and U.S., these in-country subsidiaries or independent distributors are
responsible for inventory levels and staff training requirements at each retail
location. Garmin’s Taiwan-based marketing team handles the Company’s Asia sales
and marketing effort.
Garmin’s
panel-mount aviation products are sold through aviation distributors around the
world. Garmin’s largest aviation distributors include Sportsman’s Market,
Aircraft Spruce and Specialty Co., Gulf Coast Avionics, Pacific Coast Avionics,
and Sarasota Avionics. These distributors have the training, equipment and
certified staff required for at-airport installation of Garmin’s avionics
equipment. Garmin’s portable aviation products are sold through distributors and
through catalogs.
In
addition to the traditional distribution channels mentioned, Garmin has many
relationships with original equipment manufacturers (OEMs). In the
consumer market, Garmin’s products are sold to certain automotive and motorcycle
OEMs, such as Chrysler/Mopar, Toyota, Suzuki, Volkswagen, Harley-Davidson, Ford,
BMW and BMW Motorrad, Honda Access, Mercedes Benz, Smart Car, Peugeot, Hyundai,
Mazda, Nissan, Volvo, Bombardier, and Polaris, for dealer-installed aftermarket
accessory programs. Garmin also has a factory-installed program with
Honda Motorcycles and also factory-installed automotive programs with BMW, Ford
and Suzuki for the sale of PND products that are factory-installed by these
automobile OEMs in certain models of vehicles . In addition, Garmin
also sells products and applications to Kenwood for bundling with Kenwood’s OEM
products, and in 2008 Garmin announced a relationship with Panasonic Automotive
Systems to supply products and applications to Panasonic for automotive OEM
sales. Garmin also has relationships with certain rental car
companies including Dollar/Thrifty, Enterprise, Avis, Budget, National,
Europcar, Alamo, and Hertz (Europe). Garmin has also developed
promotional relationships with certain automotive dealerships in certain
countries including BMW, Southeast Toyota, Penske, Mazda, Saab and
Ford. Garmin’s products are also standard equipment on various models
of boats manufactured by Edgewater Boats, Bennington Marine, Cigarette Racing
Team, Inc., Cobalt Boats, G3 Boats, Gulf Craft, Inc., Fairline Boats, Ltd. and
Regal Marine Industries, Inc. and are optional equipment on boats manufactured
by Chaparral Boats, Inc., Grand Banks Yachts, Ltd., Mainship Corp. (Luhrs
Corp.), Maritimo Offshore Pty Ltd., Mastercraft Boat Company, LLC and Zodiac
Hurricane Technologies, Inc. In the aviation market, Garmin’s
avionics are standard equipment on various models of aircraft built by Bell
Helicopter, Cessna Aircraft Company, Embraer, Cirrus Aircraft Corporation,
DAHER-SOCATA, Diamond Aircraft Industries, Eurocopter, Mooney Aircraft
Corporation, Hawker Beechcraft Aircraft Company, Robinson Helicopter, Piper
Aircraft Company, and Quest Aircraft Company. Other aircraft
manufacturers offer Garmin’s products as optional equipment.
Competition
The
market for navigation, communications and information products is highly
competitive. Garmin believes the principal competitive factors
impacting the market for its products are design, functionality, quality and
reliability, customer service, brand, price, time-to-market and
availability. Garmin believes that it generally competes favorably in
each of these areas.
Garmin
believes that its principal competitors for portable automotive products are
TomTom N.V. and MiTAC Digital Corporation (“MiTAC”) (which
distributes products under the brand names of Magellan, Mio, and Navman) and
Navigon AG. Garmin believes that its principal competitors for outdoor product
lines are Magellan, a subsidiary of MiTAC, Lowrance Electronics,
Inc., a subsidiary of Navico (“Lowrance”) and Delorme and that its principal
competitors for fitness products are Nike, Inc., Polar Electro Oy, Suunto Oy and
Timex Corp. For marine chartplotter products, Garmin believes that
its principal competitors are Raymarine Ltd. (“Raymarine”), Furuno Electronic
Company (“Furuno”), and Simrad and Lowrance (subsidiaries of
Navico). For Garmin’s fishfinder/depth sounder product lines, Garmin
believes that its principal competitors are Lowrance, Raymarine, the Hummingbird
division of Johnson Outdoors, Inc., and Furuno. For Garmin’s general aviation
product lines, Garmin considers its principal competitors to be Honeywell, Inc.,
Avidyne Corporation, L-3 Avionics Systems, Rockwell Collins, Inc., Universal
Avionics Systems Corporation, Chelton Flight Systems, Aspen Avionics, and Free
Flight Systems for panel-mount GPS and display units. For Garmin’s
Family Radio Service and General Mobile Radio Service product line, Garmin
believes that its principal competitors are Motorola, Inc. (“Motorola”), Cobra
Electronics Corporation and Midland Radio Corporation. Garmin
believes that its principal competitors for smartphones are Apple, Inc., HTC
Corporation, Nokia Oyj, Samsung Corporation, Sony Ericsson Mobile Communications
AB, Google, Inc., Motorola, LG Electronics, Palm, Inc., and Research in Motion,
Ltd.
Research
and Development
Garmin’s
product innovations are driven by its strong emphasis on research and
development and the close partnership between Garmin’s engineering and
manufacturing teams. Garmin’s products are created by its engineering
and development staff, which numbered 1,969 people worldwide as of December 26,
2009. Garmin’s manufacturing staff includes manufacturing process
engineers who work closely with Garmin’s design engineers to ensure
manufacturability and manufacturing cost control for its products. Garmin’s
development staff includes industrial designers, as well as software engineers,
electrical engineers, mechanical engineers and cartographic
engineers. Garmin believes the industrial design of its products has
played an important role in Garmin’s success. Once a development
project is initiated and approved, a multi-disciplinary team is created to
design the product and transition it into manufacturing.
Below is
a table of Garmin’s expenditures on research and development over the last three
fiscal years.
|
|
December
26,
|
|
|
December
27,
|
|
|
December
29,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
($'s
in thousands)
|
|
|
|
|
|
|
|
|
|
Research
and development
|
|
$ |
238,378 |
|
|
$ |
206,109 |
|
|
$ |
159,406 |
|
Percent
of net sales
|
|
|
8.1 |
% |
|
|
5.9 |
% |
|
|
5.0 |
% |
Manufacturing
and Operations
Garmin
believes that one of its core competencies is its manufacturing capability at
its Shijr, Jhongli and LinKou, Taiwan facilities, its Olathe, Kansas facility,
and its Salem, Oregon facility. Garmin believes that its vertically
integrated approach has provided it the following benefits with respect to all
products other than the nüvifone products, which are manufactured by one or more
third parties as part of the Garmin-Asus strategic alliance, and our accessory
products, which are also manufactured by one or more third
parties:
Reduced
time-to-market. Utilizing concurrent engineering techniques, Garmin’s
products are introduced to production at an early development stage and the
feedback provided by manufacturing is incorporated into the design before mass
production begins. In this manner, Garmin attempts to reduce the time
required to move a product from its design phase to mass production deliveries,
with improved quality and yields.
Design and
process optimization. Garmin uses its manufacturing resources
to rapidly prototype design concepts, products and processes in order to achieve
higher efficiency, lower cost and better value for
customers. Garmin’s ability to fully explore product design and
manufacturing process concepts has enabled it to optimize its designs to
minimize size and weight in GPS devices that are functional, waterproof, and
rugged.
Logistical
agility. Operating its own manufacturing facilities
helps Garmin minimize problems, such as component shortages and long component
lead times which are common in the electronics industry. Many
products can be re-engineered to bypass component shortages or reduce cost and
the new designs can be delivered to market quickly. Garmin reacts
rapidly to changes in market demand by striving to maintain a safety stock of
long-lead components and by rescheduling components from one product line to
another.
Garmin’s
design, manufacturing, distribution, and servicing processes in our US, Taiwan,
and UK facilities are certified to ISO 9001, an international quality standard
developed by the International Organization for Standardization. Garmin’s Taiwan
manufacturing facilities have also achieved TS 16949 certification, a quality
standard for automotive suppliers. In addition, Garmin’s aviation
operations have achieved certification to AS9100, the quality standard for the
aviation industry.
Garmin
(Europe) Ltd and Garmin Corporation have also achieved certification of their
environmental management systems to the ISO14001 standard. This
certification recognizes that Garmin’s UK and Taiwan subsidiaries have systems
and processes in place to minimize or prevent harmful effects on the environment
and to strive continually to improve its environmental performance.
Materials
Although
most components essential to the Company’s business are generally available from
multiple sources, Certain key components including but not limited to
microprocessors, certain liquid crystal displays (“LCDs”), and certain
application-specific integrated circuits (“ASICs”) are currently obtained
by the Company from single or limited sources, which subjects the Company
to supply and pricing risks. Many of these and other key components that
are available from multiple sources including but not limited to NAND flash
memory, dynamic random access memory (“DRAM”), GPS chipsets and certain LCDs,
are subject at times to industry-wide shortages and commodity pricing
fluctuations.
The Company and other participants in
the personal computer, mobile communication and consumer
electronics industries also compete for various components with other
industries that have experienced increased demand for their products. In
addition, the Company uses some custom components that are not common to the
rest of the personal computer, mobile communication and consumer
electronics industries, and new products introduced by the Company often
utilize custom components available from only one source until the Company has
evaluated whether there is a need for, and subsequently qualifies,
additional suppliers. When a component or product uses new technologies,
initial capacity constraints may exist until the suppliers’ yields have matured
or manufacturing capacity has increased. If the Company’s supply of a key
single-sourced component for a new or existing product were delayed or
constrained, if such components were available only at significantly higher
prices, or if a key manufacturing vendor delayed shipments of completed products
to the Company, the Company’s financial condition and operating results could be
materially adversely affected. The Company’s business and financial performance
could also be adversely affected depending on the time required to obtain
sufficient quantities from the original source, or to identify and obtain
sufficient quantities from an alternative source. Continued availability of
these components at acceptable prices, or at all, may be affected if those
suppliers decided to concentrate on the production of common components instead
of components customized to meet the Company’s requirements.
Seasonality
Our sales are subject to significant
seasonal fluctuation. Sales of our consumer products are generally
significantly higher in the fourth quarter, due to increased demand for
automotive/mobile products during the holiday buying season, and, to a lesser
extent, the second quarter, due to increased demand during the spring and summer
marine season and the Father’s Day/graduation buying season. Sales of
consumer products are also influenced by the timing of the release of new
products. Our aviation products do not experience much seasonal
variation, but are more influenced by the timing of the release of new products
when the initial demand is typically the strongest.
Backlog
Our sales are generally of a consumer
nature and there is a relatively short cycle between order and
shipment. Therefore, we believe that backlog information is not
material to the understanding of our business. We typically ship most
orders within 72 hours of receipt.
Intellectual
Property
Our
success and ability to compete is dependent in part on our proprietary
technology. We rely on a combination of patent, copyright, trademark
and trade secret laws, as well as confidentiality agreements, to establish and
protect our proprietary rights. In addition, Garmin often relies on licenses of
intellectual property for use in its business. For example, Garmin obtains
licenses for digital cartography technology for use in our products from various
sources.
As
of January 21, 2010, Garmin’s worldwide IP portfolio includes over 400 patents
and 250 trademark registrations. Garmin was selected as a constituent of
the 2009 Ocean Tomo® 300 Patent Index and the 2009 Wall Street Journal®
Electronic & Instruments Patent Scorecard, both of which are indices that
recognize companies with high intellectual property value. We believe that our
continued success depends on the intellectual skills of our employees and their
ability to continue to innovate. Garmin will continue to file and
prosecute patent applications when appropriate to attempt to protect Garmin’s
rights in its proprietary technologies.
There is
no assurance that our current patents, or patents which we may later acquire,
may successfully withstand any challenge, in whole or in part. It is also
possible that any patent issued to us may not provide us with any competitive
advantages, or that the patents of others will preclude us from manufacturing
and marketing certain products. Despite our efforts to protect our proprietary
rights, unauthorized parties may attempt to copy aspects of our products or to
obtain and use information that we regard as proprietary. Litigation
may be necessary in the future to enforce our intellectual property rights, to
protect our trade secrets, to determine the validity and scope of the
proprietary rights of others or to defend against claims of infringement or
invalidity.
Regulations
The
telecommunications industry is highly regulated, and the regulatory environment
in which Garmin operates is subject to change. In accordance with
Federal Communications Commission (“FCC”) rules and regulations, wireless
transceiver and cellular handset products are required to be certified by the
FCC and comparable authorities in foreign countries where they are
sold. Garmin’s products sold in Europe are required to comply with
relevant directives of the European Commission. A delay in receiving
required certifications for new products, or enhancements to Garmin’s products,
or losing certification for Garmin’s existing products could adversely affect
our business. In addition, aviation products that are
intended for installation in “type certificated aircraft” are required to be
certified by the FAA, its European counterpart, the European Aviation Safety
Agency, and other comparable organizations before they can be used in an
aircraft.
Because
Garmin Corporation, one of the Company’s principal subsidiaries, is located in
Taiwan, foreign exchange control laws and regulations of Taiwan with respect to
remittances into and out of Taiwan may have an impact on Garmin’s
operations. The Taiwan Foreign Exchange Control Statute, and
regulations thereunder, provide that all foreign exchange transactions must be
executed by banks designated to handle such business by the Ministry of Finance
of Taiwan and by the Central Bank of the Republic of China (Taiwan), also
referred to as the CBC. Current regulations favor trade-related
foreign exchange transactions. Consequently, foreign currency earned from
exports of merchandise and services may now be retained and used freely by
exporters, while all foreign currency needed for the import of merchandise and
services may be purchased freely from the designated foreign exchange
banks. Aside from trade-related foreign exchange transactions, Taiwan
companies and residents may, without foreign exchange approval, remit outside
and into Taiwan foreign currencies of up to $50 million and $5 million
respectively, or their equivalent, each calendar year. Currency
conversions within the limits are processed by the designated banks and do not
have to be reviewed and approved by the CBC. The above limits apply
to remittances involving a conversion between New Taiwan Dollars and U.S.
Dollars or other foreign currencies. The CBC typically approves
foreign exchange in excess of the limits if a party applies with the CBC for
review and presents legitimate business reasons justifying the currency
conversion. A requirement is also imposed on all enterprises to
register all medium and long-term foreign debt with the CBC.
Environmental
Matters
The
European Union (“EU”) enacted the Restriction of the Use of Certain Hazardous
Substances in Electrical and Electronic Equipment Directive ("RoHS Directive")
and the Waste Electrical and Electronic Equipment Directive (“WEEE Directive”).
The RoHS Directive requires EU member states to enact laws prohibiting the use
of certain substances, including lead, mercury, cadmium and hexavalent chromium,
in certain electronic products put on the market after July 1, 2006. The WEEE
Directive requires EU member states to enact laws that were to go into effect by
August 13, 2005 regulating the collection, recovery and recycling of waste from
certain electronic products. We modified the design of our products and our
manufacturing processes and are participating in the collection and recycling
programs in order to comply with such laws and regulations. The EU is
reviewing the RoHS Directive, and an amended version – “RoHS II” – is expected
to be adopted in the Spring of 2010. While the basic objective should
remain the same, it is expected that RoHS II will provide clearer directives and
complement other EU legislation by using similar methodologies.
The EU
has also enacted the Registration, Evaluation, Authorization and Restriction of
Chemicals (“REACH”) regulation. REACH requires manufacturers and importers
of articles to register the substances contained in the articles if the
substances are intended to be released under normal or reasonably foreseeable
conditions of use. Because the substances contained in our products are
not intended to be released under normal or reasonably foreseeable conditions of
use, we do not believe we or the importers of our products have an obligation
under REACH to register those substances. It is possible, however, that
Garmin could participate in the REACH regulations as necessary to support
possible REACH registration requirements of the recyclers of our products.
REACH also imposes notification and restriction requirements on manufacturers
and importers of articles if the articles contain “substances of very high
concern.” We have established a program in order to comply when and to the
extent necessary. In January 2010, the European Chemicals Agency (ECHA)
formally added 14 chemicals to the REACH Candidate List of Substances of Very
High Concern (SVHC), which brings the total number of chemicals on the SVHC
Candidate List to 28. Under the REACH regulations, producers and
importers of a chemical on the Candidate List whose quantities in the
produced/imported articles are above 1 metric ton in total per year and in a
concentration that exceeds 0.1% weight by weight (w/w) will be required to
notify the European Chemical Agency with information pertaining to its use by
June 1, 2011. Garmin is currently gathering information from its suppliers as to
whether any of the chemicals listed on the January 2010 SVHC list are contained
in any articles purchased from such suppliers. Garmin is continuing
an ongoing effort to obtain information necessary for Garmin to evaluate any
possible notification responsibilities.
AC/DC
adapters included as an accessory with certain Garmin products or sold as an
option for battery charging of many portable Garmin products will require
submissions of energy-use profiles in accordance with the EU EuP (Energy Using
Products) Directive. Garmin is modifying the design and energy-use
profiles of our adapters in order to comply with applicable laws and
regulations. Additionally, the U.S. Department of Energy has
promulgated a regulation pertaining to external power supplies and compliance
with the energy efficiency standards that were established under the Energy
Independence and Security Act of 2007. We will be addressing these
requirements as necessary.
Garmin
products may also become subject to further energy efficiency requirements if
and when required under U.S. Federal climate change legislation.
In June
2009 the California Air Resources Board adopted proposed regulations to reduce
greenhouse gas emissions which would begin phasing in starting with
2012 model-year vehicles that would require vehicles sold in
California to have solar reflective window glazing that may interfere with
the reception of GPS satellite signals by portable navigation
devices.
The
People’s Republic of China has enacted legislation which is widely known as
“China RoHS”. The first phase of China RoHS took effect on March 1,
2007 and requires the disclosure and marking of certain substances, including
lead, mercury, cadmium and hexavalent chromium in certain electronic
products. We have established a program in order to comply with the
first phase of China RoHS.
Other
states and countries have promulgated or proposed legislation similar to the
RoHS Directive and/or the WEEE Directive. The need for and cost of
our compliance with such legislation cannot yet be fully determined but the cost
could be substantial.
Several
states have enacted laws pertaining to the reduction of mercury in products and
the labeling of mercury-containing products, including the member states of the
Interstate Mercury Education and Reduction Clearinghouse
(IMERC). Some of these laws, including those in Connecticut, New
York, Vermont and Louisiana, are applicable to certain of Garmin’s GPS
products. We have established an ongoing compliance program to ensure
that we are fulfilling the notice and labeling requirements set forth in the
relevant mercury legislation.
Garmin
has implemented multiple Environmental Management System (“EMS”) policies in
accordance with the International Organization for Standardization (ISO) 14001
standard for Environmental Health and Safety Management. Garmin’s EMS
policies set forth practices, standards, and procedures to ensure compliance
with applicable environmental laws and regulations at Garmin’s Kansas
headquarters facility, Garmin’s European headquarters facility, and Garmin’s
Taiwan manufacturing facility.
Regulatory
and “Green Procurement” demands from our customers are also increasing,
particularly in the areas of restricted substance use and
environmentally-friendly design and manufacture initiatives. The
overall impacts of these customer requirements cannot yet be
established. Garmin is committed to improving our products and
processes to meet our customer needs.
Employees
As of
December 31, 2009, Garmin had 8,437 full and part-time employees worldwide,
of whom 2,948 were in the United States, 68 were in Canada, 4,727 were in
Taiwan, 623 were in Europe, and 71 were in other global
locations. Except for some of Garmin’s employees in Brazil,
Iceland and Sweden, none of Garmin’s employees are represented by a labor
union and none of Garmin's North American or Taiwan employees are covered by a
collective bargaining agreement. Garmin considers its employee
relations to be good.
Item
1A. Risk Factors
The
risks described below are not the only ones facing our
company. Additional risks and uncertainties not presently known to us
or that we currently believe to be immaterial may also impair our business
operations. If any of the following risks occur, our business,
financial condition or operating results could be materially adversely
affected.
Risks
Related to the Company
The
demand for personal navigation devices (PNDs) may be eroded by replacement
technologies becoming available on mobile handsets and factory-installed systems
in new autos.
We
have experienced substantial growth in the automotive/mobile segment which has
resulted in GPS/navigation technologies being incorporated into competing
devices such as mobile handsets and new automobiles through factory-installed
systems. Mobile handsets are frequently GPS-enabled and many
companies are now offering navigation software for mobile
devices. The acceptance of this technology by consumers could slow
our growth and further reduce margins. Navigation systems are also
becoming more prevalent as optional equipment on new
automobiles. Increased navigation penetration on new automobiles
could slow our growth and further reduce margins.
Our
financial results are highly dependent on the automotive/mobile segment, which
now represents approximately 70% of our revenues and may be maturing leading to
lesser growth than we have experienced in the past.
We
have experienced substantial growth in the automotive/mobile segment of our
business in recent years as the products have become mass-market consumer
electronics in both Europe and North America. This market growth may
now be slowing as penetration rates increase and competing technologies
emerge. Slowing growth, along with the significant price reductions
that have occurred during the past three years, could result in lower
revenues. As margins have also declined in this segment, slowing
growth may also result in lower earnings per share.
Economic
conditions and uncertainty could adversely affect our revenue and
margins
Our
revenue and margins depend significantly on general economic conditions and the
demand for products in the markets in which we compete. The current
economic weakness and constrained consumer and business spending has resulted in
decreased revenue and may in the future result in decreased revenue and problems
with our ability to manage inventory levels and collect customer receivables. In
addition, financial difficulties experienced by our retailer and OEM customers
have resulted, and could result in the future, in significant bad debt
write-offs and additions to reserves in our receivables and could have an
adverse affect on our results of operations.
Gross
margins for our products may fluctuate or erode.
Gross
margins on our automotive/mobile products were declining prior to 2009 and are
expected to decline in 2010 due to price reductions in the increasingly
competitive market for personal navigation devices (PNDs) that are not offset by
material cost reductions. In addition, our overall gross margin may fluctuate
from period to period due to a number of factors, including product mix,
competition and unit volumes. In particular, the average selling
prices of a specific product tend to decrease over that product’s
life. To offset such decreases, we intend to rely primarily on
component cost reduction, obtaining yield improvements and corresponding cost
reductions in the manufacture of existing products and on introducing new
products that incorporate advanced features and therefore can be sold at higher
average selling prices. However, there can be no assurance that we
will be able to obtain any such yield improvements or cost reductions or
introduce any such new products in the future. To the extent that
such cost reductions and new product introductions do not occur in a timely
manner or our products do not achieve market acceptance, our business, financial
condition and results of operations could be materially adversely
affected.
Changes
in our United States federal income tax classification or in applicable tax law
could result in adverse tax consequences to our shareholders.
We do not
believe that we (or any of our non-United States subsidiaries) are currently a
‘‘passive foreign investment company’’ for United States federal income tax
purposes. We do not expect to become a passive foreign investment
company. However, because the passive foreign investment company
determination is made annually based on whether the company’s income or assets
meet certain thresholds as determined under United States federal tax principles
which are based on facts and circumstances that may be beyond our control, we
cannot assure that we will not become a passive foreign investment company in
the future. If we are a passive foreign investment company in any year,
then any of our shareholders that is a United States person could be liable to
pay tax on their pro rata share of our income plus an interest charge upon some
distributions by us or when that shareholder sells our common shares at a
gain. Further, if we are classified as a passive foreign investment
company in any year in which a United States person is a shareholder, we
generally will continue to be treated as a passive foreign investment company
with respect to such shareholder in all succeeding years, regardless of whether
we continue to satisfy the income or asset tests mentioned above.
We do not
believe that we (or any of our non-United States subsidiaries) are currently a
Controlled Foreign Corporation (CFC) for United States federal income tax
purposes. We do not expect to become a CFC. The CFC
determination is made daily based on whether the United States shareholders own
more than fifty percent of the voting power or value of the
Company. Only United States persons that own ten percent or more of
the voting power of the Company’s shares qualify as United States
shareholders. If the Company were to be classified as a CFC for an
uninterrupted thirty day period in any year, the Company’s shareholders that
qualify as United States shareholders could be liable to pay US income tax at
ordinary income tax rates on their pro-rata share of certain categories of the
Company’s income for the period in which the Company is classified as a CFC. As
the Company cannot control the ownership of the Company’s stock nor can the
Company control which shareholders participate in the Company’s stock buyback
program, ownership changes could result that create United States shareholders
which increase the risk of Garmin being treated as a CFC.
Legislative
proposals have been considered in the United States within the past year that
could increase the United States tax burden of corporations with international
operations and could broaden the circumstances under which foreign corporations
could be considered resident in the United States Our tax
position could be adversely impacted by changes in United States or foreign tax
laws, tax treaties or tax regulations or the interpretation or enforcement
thereof by any tax authority. We cannot predict the outcome of any specific
legislative proposals.
Best
Buy is a significant customer, representing over 10% of net sales.
Accordingly, our revenues and profitability will be adversely impacted if Best
Buy’s business declines or if Best Buy is unable to pay us amounts owed
timely.
Best Buy
is our largest customer and accounted for 13.4% and 12.0% of our total net sales
in 2009 and 2008, respectively. If Best Buy’s business declines due to the
economic conditions, market share losses or other factors, our revenues and
profitability will be adversely impacted. In addition, if Best Buy’s
liquidity erodes for any of the reasons discussed above or a tightening in the
credit markets and they are unwilling or unable to pay us amounts owed timely,
our profitability will be adversely impacted.
If
we are not successful in the continued development, introduction or timely
manufacture of new products, demand for our products could
decrease.
We expect
that a significant portion of our future revenue will continue to be derived
from sales of newly introduced products. The market for our products
is characterized by rapidly changing technology, evolving industry standards and
changes in customer needs. If we fail to introduce new products, or
to modify or improve our existing products, in response to changes in
technology, industry standards or customer needs, our products could rapidly
become less competitive or obsolete. We must continue to make
significant investments in research and development in order to continue to
develop new products, enhance existing products and achieve market acceptance
for such products. However, there can be no assurance that
development stage products will be successfully completed or, if developed, will
achieve significant customer acceptance.
If we are
unable to successfully develop and introduce competitive new products, and
enhance our existing products, our future results of operations would be
adversely affected. Our pursuit of necessary technology may require
substantial time and expense. We may need to license new technologies
to respond to technological change. These licenses may not be
available to us on terms that we can accept or may materially change the gross
profits that we are able to obtain on our products. We may not succeed in
adapting our products to new technologies as they emerge. Development
and manufacturing schedules for technology products are difficult to predict,
and there can be no assurance that we will achieve timely initial customer
shipments of new products. The timely availability of these products
in volume and their acceptance by customers are important to our future
success. From time to time we have experienced delays in shipping
certain of our new products and any future delays, whether due to product
development delays, manufacturing delays, lack of market acceptance, delays in
regulatory approval, or otherwise, could have a material adverse effect on our
results of operations.
If
we are unable to compete effectively with existing or new competitors, our
resulting loss of competitive position could result in price reductions, fewer
customer orders, reduced margins and loss of market share.
The
markets for our products are highly competitive, and we expect competition to
increase in the future. Some of our competitors have significantly greater
financial, technical and marketing resources than we do. These
competitors may be able to respond more rapidly to new or emerging technologies
or changes in customer requirements. They may also be able to devote
greater resources to the development, promotion and sale of their
products. Increased competition could result in price reductions,
fewer customer orders, reduced margins and loss of market share. Our
failure to compete successfully against current or future competitors could
seriously harm our business, financial condition and results of
operations.
We
rely on independent dealers and distributors to sell our products, and
disruption to these channels would harm our business.
Because
we sell a majority of our products to independent dealers and distributors, we
are subject to many risks, including risks related to their inventory levels and
support for our products. In particular, our dealers and distributors
maintain significant levels of our products in their inventories. If
dealers and distributors attempt to reduce their levels of inventory or if they
do not maintain sufficient levels to meet customer demand, our sales could be
negatively impacted.
Many of
our dealers and distributors also sell products offered by our
competitors. If our competitors offer our dealers and distributors
more favorable terms, those dealers and distributors may de-emphasize or decline
to carry our products. In the future, we may not be able to retain or attract a
sufficient number of qualified dealers and distributors. If we are
unable to maintain successful relationships with dealers and distributors or to
expand our distribution channels, our business will suffer.
Our
quarterly operating results are subject to fluctuations and
seasonality.
Our
operating results are difficult to predict. Our future quarterly operating
results may fluctuate significantly. If such operating results
decline, the price of our stock would likely decline. As we expand
our operations, our operating expenses, particularly our advertising and
research and development costs, may increase as a percentage of our
sales. If revenues decrease and we are unable to reduce those costs
rapidly, our operating results would be negatively affected.
Historically,
our revenues have been weaker in the first quarter of each fiscal year and have
recently been lower than the preceding fourth quarter. Our devices
are highly consumer-oriented, and consumer buying is traditionally lower in
these quarters. Sales of certain of our marine and automotive products tend to be
higher in our second fiscal quarter due to increased consumer spending for such
products during the recreational marine, fishing, and travel
season. Sales of our automotive/mobile products also have been higher
in our fourth fiscal quarter due to increased consumer spending patterns on
electronic devices during the holiday season. In addition, we attempt
to time our new product releases to coincide with relatively higher consumer
spending in the second and fourth fiscal quarters, which contributes to these
seasonal variations.
Our
quarterly financial statements will reflect fluctuations in foreign currency
translation.
The
operation of Garmin’s subsidiaries in international markets results in exposure
to movements in currency exchange rates. We have experienced
significant foreign currency gains and losses due to the strengthening and
weakening of the U.S. dollar. The potential of volatile foreign
exchange rate fluctuations in the future could have a significant effect on our
results of operations.
The currencies that create a majority
of the Company’s exchange rate exposure are the Taiwan Dollar, Euro, and British
Pound Sterling. Garmin Corporation, headquartered in Shijr, Taiwan,
uses the local currency as the 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 net assets, we
have elected to retain most of our Taiwan subsidiary’s cash and investments in
marketable securities denominated in U.S. dollars.
Nonetheless, U.S. GAAP requires the
Company at the end of each accounting period to translate into Taiwan Dollars
all such U.S. Dollar denominated assets held by our Taiwan
subsidiary. This translation is required because the Taiwan Dollar is
the functional currency of the subsidiary. This U.S. GAAP-mandated
translation will cause us to recognize gain or loss on our financial statements
as the Taiwan Dollar/U.S. Dollar exchange rate varies. Such gain or
loss will create variations in our earnings per share. Because there
is minimal cash impact caused by such exchange rate variations, management will
continue to focus on the Company’s operating performance before the impact of
the foreign currency translation.
If
we do not correctly anticipate demand for our products, we may not be able to
secure sufficient quantities or cost-effective production of our products or we
could have costly excess production or inventories.
We have
generally been able to increase production to meet this increasing
demand. However, the demand for our products depends on many factors
and will be difficult to forecast. We expect that it will become more
difficult to forecast demand as we introduce and support multiple products, as
competition in the market for our products intensifies and as the markets for
some of our products mature to the mass market category. Significant
unanticipated fluctuations in demand could cause the following problems in our
operations:
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If
demand increases beyond what we forecast, we would have to rapidly
increase production. We would depend on suppliers to provide additional
volumes of components and those suppliers might not be able to increase
production rapidly enough to meet unexpected
demand.
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Rapid increases in
production levels to meet unanticipated demand could result in higher
costs for manufacturing and supply of components and other
expenses. These higher costs could lower our profit
margins. Further, if production is increased rapidly,
manufacturing quality could decline, which may also lower our margins and
reduce customer
satisfaction.
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If
forecasted demand does not develop, we could have excess production
resulting in higher inventories of finished products and components, which
would use cash and could lead to write-offs of some or all of the excess
inventories. Lower than forecasted demand could also result in
excess manufacturing capacity or reduced manufacturing efficiencies at our
facilities, which could result in lower
margins.
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We
have benefited in the past from Taiwan government tax incentives offered on
certain high technology capital investments that may not always be
available.
Our
effective tax rate is lower than the U.S. federal statutory rate, because we
have benefited from incentives offered in Taiwan related to our high technology
investments in Taiwan. The loss of these tax benefits could have a
significant effect on our financial results in the future.
We
may experience unique economic and political risks associated with companies
that operate in Taiwan.
Relations
between Taiwan and the People’s Republic of China, also referred to as the PRC,
and other factors affecting the political or economic conditions of Taiwan in
the future could materially adversely affect our business, financial condition
and results of operations and the market price and the liquidity of our
shares. Our principal manufacturing facilities where we manufacture
all of our products, except our panel-mounted aviation products, are located in
Taiwan.
Taiwan
has a unique international political status. The PRC asserts
sovereignty over all of China, including Taiwan, certain other islands and all
of mainland China. The PRC government does not recognize the
legitimacy of the Taiwan government. Although significant economic
and cultural relations have been established during recent years between Taiwan
and the PRC, the PRC government has indicated that it may use military force to
gain control over Taiwan in certain circumstances, such as the declaration of
independence by Taiwan. Relations between Taiwan and the PRC have on
occasion adversely affected the market value of Taiwanese companies and could
negatively affect our operations in Taiwan in the future.
Our
intellectual property rights are important to our operations, and we could
suffer loss if they infringe upon other’s rights or are infringed upon by
others.
We rely
on a combination of patents, copyrights, trademarks and trade secrets,
confidentiality provisions and licensing arrangements to establish and protect
our proprietary rights. To this end, we hold rights to a number of
patents and registered trademarks and regularly file applications to attempt to
protect our rights in new technology and trademarks. However, there
is no guarantee that our patent applications will become issued patents, or that
our trademark applications will become registered
trademarks. Moreover, even if approved, our patents or trademarks may
thereafter be successfully challenged by others or otherwise become invalidated
for a variety of reasons. Thus, any patents or trademarks we
currently have or may later acquire may not provide us a significant competitive
advantage.
Third
parties may claim that we are infringing their intellectual property
rights. Such claims could have a material adverse effect on our
business and financial condition. From time to time we receive
letters alleging infringement of patents, trademarks or other intellectual
property rights. Litigation concerning patents or other intellectual
property is costly and time consuming. We may seek licenses from such
parties, but they could refuse to grant us a license or demand commercially
unreasonable terms. We might not have sufficient resources to pay for
the licenses. Such infringement claims could also cause us to incur
substantial liabilities and to suspend or permanently cease the use of critical
technologies or processes or the production or sale of major
products.
We
may become subject to significant product liability costs.
If our
aviation products malfunction or contain errors or defects, airplane collisions
or crashes could occur resulting in property damage, personal injury or
death. Malfunctions or errors or defects in our marine navigational
products could cause boats to run aground or cause other wreckage, personal
injury or death. If our automotive or marine products contain defects
or errors in the mapping supplied by third-party map providers or if our users
do not heed our warnings about the proper use of these products, collisions or
accidents could occur resulting in property damage, personal injury or
death. If any of these events occurs, we could be subject to
significant liability for personal injury and property damage and under certain
circumstances could be subject to a judgment for punitive damages. We
maintain insurance against accident-related risks involving our
products. However, there can be no assurance that such insurance
would be sufficient to cover the cost of damages to others or that such
insurance will continue to be available at commercially reasonable
rates. In addition, insurance coverage generally will not cover
awards of punitive damages and may not cover the cost of associated legal fees
and defense costs, which could result in lower margins. If we are
unable to maintain sufficient insurance to cover product liability costs or if
our insurance coverage does not cover the award, this could have a materially
adverse impact on our business, financial condition and results of
operations.
We
depend on our suppliers, some of which are the sole source for specific
components, and our production would be seriously harmed if these suppliers are
not able to meet our demand and alternative sources are not available, or if the
costs of components rise.
We are
dependent on third party suppliers for various components used in our current
products. Some of the components that we procure from third party
suppliers include semiconductors and electroluminescent panels, liquid crystal
displays, memory chips, batteries and microprocessors. The cost,
quality and availability of components are essential to the successful
production and sale of our products. Some components we use are from
sole source suppliers. Certain application-specific integrated circuits
incorporating our proprietary designs are manufactured for us by sole source
suppliers. Alternative sources may not be currently available for
these sole source components.
In the
past we have experienced shortages of liquid crystal displays and other
components. In addition, if there are shortages in supply of
components, the costs of such components may rise. If suppliers are unable to
meet our demand for components on a timely basis and if we are unable to obtain
an alternative source or if the price of the alternative source is prohibitive,
or if the costs of components rise, our ability to maintain timely and
cost-effective production of our products would be seriously
harmed.
We
depend on third party licensors for the digital map data contained in our
automotive/mobile products, and our business and/or gross margins could be
harmed if we become unable to continue licensing such mapping data or if the
royalty costs for such data rise.
We
license digital mapping data for use in our products from various
sources. There are only a limited number of suppliers of mapping data
for each geographical region. The two largest digital map suppliers
are NAVTEQ Corporation and Tele Atlas N.V. NAVTEQ Corporation is
owned by Nokia Oyj and Tele Atlas N.V. is owned by TomTom N.V. Nokia
and TomTom are both competitors of Garmin.
Although
we do not foresee difficulty in continuing to license data at favorable pricing
due to the long term license extension signed between Garmin and NAVTEQ in
November 2007 (extending our NAVTEQ license agreement through 2015 with an
option to extend through 2019), if we are unable to continue licensing such
mapping data and are unable to obtain an alternative source, or if the nature of
our relationships with NAVTEQ changes detrimentally, our ability to supply
mapping data for use in our products would be seriously harmed.
We
may pursue strategic acquisitions, investments, strategic partnerships or other
ventures, and our business could be materially harmed if we fail to successfully
identify, complete and integrate such transactions.
We intend
to evaluate acquisition opportunities and opportunities to make investments in
complementary businesses, technologies, services or products, or to enter into
strategic partnerships with parties who can provide access to those assets,
additional product or services offerings, additional distribution or marketing
synergies or additional industry expertise. We may not be able to
identify suitable acquisition, investment or strategic partnership candidates,
or if we do identify suitable candidates in the future, we may not be able to
complete those transactions on commercially favorable terms, or at
all.
Any past
or future acquisitions could also result in difficulties assimilating acquired
employees (including cultural differences with foreign acquisitions),
operations, and products and diversion of capital and management’s attention
away from other business issues and opportunities. Integration of
acquired companies may result in problems related to integration of technology
and inexperienced management teams. In addition, the key personnel of the
acquired company may decide not to work for us. We may not
successfully integrate internal controls, compliance under the Sarbanes-Oxley
Act of 2002 and other corporate governance matters, operations, personnel or
products related to acquisitions we have made in previous years or
may make in the future. If we fail to successfully integrate such
transactions, our business could be materially harmed.
We
may have additional tax liabilities.
We are
subject to income taxes in both the United States and numerous foreign
jurisdictions. Significant judgment is required in determining our worldwide
provision for income taxes. In the ordinary course of our business, there are
many transactions and calculations where the ultimate tax determination is
uncertain. We are regularly under audit by tax authorities. Although we believe
our tax estimates are reasonable, the final determination of tax audits and any
related litigation could be materially different from our historical income tax
provisions and accruals. The results of an audit or litigation could have a
material effect on our income tax provision, net income or cash flows in the
period or periods for which that determination is made.
Our
shareholders may face difficulties in protecting their interests because we are
incorporated under Cayman Islands law.
Our
corporate affairs are governed by our Memorandum and Articles of Association, as
amended, and by the Companies Law (2009 Revision) and the common law of the
Cayman Islands. The rights of our shareholders and the fiduciary
responsibilities of our directors under Cayman Islands law are not as clearly
established as under statutes or judicial precedent in existence in
jurisdictions in the United States. Therefore, you may have more
difficulty in protecting your interests in the face of actions by the
management, directors or our controlling shareholders than would shareholders of
a corporation incorporated in a jurisdiction in the United States, due to the
comparatively less developed nature of Cayman Islands law in this
area.
Shareholders
of Cayman Islands exempted companies such as Garmin have no general rights under
Cayman Islands law to inspect corporate records and accounts or to obtain copies
of lists of shareholders of the company. This may make it more difficult for you
to obtain the information needed to establish any facts necessary for a
shareholder motion or to solicit proxies from other shareholders in connection
with a proxy contest.
Subject
to limited exceptions, under Cayman Islands law, a minority shareholder may not
bring a derivative action against the board of directors. Our Cayman Islands
counsel has advised that they are not aware of any reported class action or
derivative action having been brought in a Cayman Islands court.
Failure
to obtain required certifications of our products on a timely basis could harm
our business.
We have
certain products, especially in our aviation segment, that are subject to
governmental and similar certifications before they can be sold. For
example, FAA certification is required for all of our aviation products that are
intended for installation in type certificated aircraft. To the
extent required, certification is an expensive and time-consuming process that
requires significant focus and resources. An inability to obtain, or
excessive delay in obtaining, such certifications could have an adverse effect
on our ability to introduce new products and, for certain aviation OEM products,
our customers’ ability to sell airplanes. Therefore, such inabilities
or delays could adversely affect our operating results. In addition, we cannot
assure you that our certified products will not be decertified. Any
such decertification could have an adverse effect on our operating
results.
Our
business may suffer if we are not able to hire and retain sufficient qualified
personnel or if we lose our key personnel.
Our
future success depends partly on the continued contribution of our key
executive, engineering, sales, marketing, manufacturing and administrative
personnel. We currently do not have employment agreements with any of
our key executive officers. We do not have key man life insurance on
any of our key executive officers and do not currently intend to obtain such
insurance. The loss of the services of any of our senior level
management, or other key employees, could harm our
business. Recruiting and retaining the skilled personnel we require
to maintain and grow our market position may be difficult. For
example, in some recent years there has been a nationwide shortage of qualified
electrical engineers and software engineers who are necessary for us to design
and develop new products, and therefore, it has sometimes been challenging to
recruit such personnel. If we fail to hire and retain qualified
employees, we may not be able to maintain and expand our business.
There
is uncertainty as to our shareholders’ ability to enforce certain foreign civil
liabilities in the Cayman Islands and Taiwan.
We are a
Cayman Islands company and a substantial portion of our assets are located
outside the United States, particularly in Taiwan. As a result, it
may be difficult to effect service of process within the United States upon
us. In addition, there is uncertainty as to whether the courts of the
Cayman Islands or Taiwan would recognize or enforce judgments of United States
courts obtained against us predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof, or be competent to
hear original actions brought in the Cayman Islands or Taiwan against us
predicated upon the securities laws of the United States or any state
thereof.
A
shut down of U.S. airspace or imposition of restrictions on general aviation
would harm our business.
Following the September 11, 2001
terrorist attacks, the FAA ordered all aircraft operating in the U.S. to be
grounded for several days. In addition to this shut down of U.S.
airspace, the general aviation industry was further impacted by the additional
restrictions implemented by the FAA on those flights that fly utilizing Visual
Flight Rules (VFR). The FAA restricted VFR flight inside 30 enhanced
Class B (a 20-25 mile radius around the 30 largest metropolitan areas in the
USA) airspace areas. The Aircraft Owners and Pilots Association
(AOPA) estimated that these restrictions affected approximately 41,800 general
aviation aircraft based at 282 airports inside the 30 enhanced Class B airspace
areas. The AOPA estimates that approximately 90% of all general
aviation flights are conducted VFR, and that only 15% of general aviation pilots
are current to fly utilizing Instrument Flight Rules (IFR).
The shutdown of U.S. airspace following
September 11, 2001 caused reduced sales of our general aviation products and
delays in the shipment of our products manufactured in our Taiwan manufacturing
facility to our distribution facility in Olathe, Kansas, thereby adversely
affecting our ability to supply new and existing products to our dealers and
distributors.
Any
future shut down of U.S. airspace or imposition of restrictions on general
aviation could have a material adverse effect on our business and financial
results.
Many
of our products rely on the Global Positioning System
The
Global Positioning System is a satellite-based navigation and positioning system
consisting of a constellation of orbiting satellites. The satellites
and their ground control and monitoring stations are maintained and operated by
the United States Department of Defense. The Department of Defense
does not currently charge users for access to the satellite
signals. These satellites and their ground support systems are
complex electronic systems subject to electronic and mechanical failures and
possible sabotage. The satellites were originally designed to have lives of 7.5
years and are subject to damage by the hostile space environment in which they
operate. However, of the current deployment of satellites in place,
some have been operating for more than 12 years.
If a
significant number of satellites were to become inoperable, unavailable or are
not replaced, it would impair the current utility of our Global Positioning
System products and would have a material negative effect on our
business. In addition, there can be no assurance that the U.S.
government will remain committed to the operation and maintenance of Global
Positioning System satellites over a long period, or that the policies of the
U.S. government that provide for the use of the Global Positioning System
without charge and without accuracy degradation will remain
unchanged. Because of the increasing commercial applications of the
Global Positioning System, other U.S. government agencies may become involved in
the administration or the regulation of the use of Global Positioning System
signals. However, in a presidential policy statement
issued in December 2004, the Bush administration indicated that the U.S. is
committed to supporting and improving the Global Positioning System and will
continue providing it free from direct user fees.
Some of
our products also use signals from systems that augment GPS, such as the Wide
Area Augmentation System (WAAS). WAAS is operated by the FAA. Any
curtailment of the operating capability of WAAS could result in decreased user
capability for many of our aviation products, thereby impacting our
markets.
Any of
the foregoing factors could affect the willingness of buyers of our products to
select Global Positioning System-based products instead of products based on
competing technologies.
Any
reallocation of radio frequency spectrum could cause interference with the
reception of Global Positioning System signals. This interference could harm our
business.
Our
Global Positioning System technology is dependent on the use of the Standard
Positioning Service (SPS) provided by the U.S. Government’s Global Positioning
System satellites. The Global Positioning System operates in radio
frequency bands that are globally allocated for radio navigation satellite
services. The assignment of spectrum is controlled by an
international organization known as the International Telecommunications Union
(‘‘ITU’’). The Federal Communications Commission (‘‘FCC’’) is
responsible for the assignment of spectrum for non-government use in the United
States in accordance with ITU regulations. Any ITU or FCC
reallocation of radio frequency spectrum, including frequency band segmentation
or sharing of spectrum, could cause interference with the reception of Global
Positioning System signals and may materially and adversely affect the utility
and reliability of our products, which would, in turn, have a material adverse
effect on our operating results. In addition, emissions from mobile
satellite service and other equipment operating in adjacent frequency bands or
inband may materially and adversely affect the utility and reliability of our
products, which could result in a material adverse effect on our operating
results.
The FCC continually receives proposals for new
technologies and services, such as
ultra-wideband technologies, which may seek to operate in,
or across, the radio frequency bands currently
used by the GPS SPS. Adverse decisions by the FCC that
result in harmful interference to the delivery of the GPS SPS
may materially and adversely affect
the utility and reliability of
our products, which could result in
a material adverse effect on our business and financial condition.
Our
business is subject to disruptions and uncertainties caused by war or
terrorism
Acts of
war or acts of terrorism, especially any directed at the GPS signals, could have
a material adverse impact on our business, operating results, and financial
condition. The threat of terrorism and war and heightened security and military
response to this threat, or any future acts of terrorism, may cause a
redeployment of the satellites used in GPS or interruptions of the system. To
the extent that such interruptions have an effect on sales of our products, this
could have a material adverse effect on our business, results of operations, and
financial condition.
We
may be exposed to certain regulatory and financial risks related to climate
change.
Climate
change is receiving increasing attention worldwide. Some scientists,
legislators and others attribute global warming to increased levels of
greenhouse gases, including carbon dioxide, which has led to significant
legislative and regulatory efforts to limit greenhouse gas
emissions.
There are
a number of pending legislative and regulatory proposals to address greenhouse
gas emissions. For example, in June 2009 the U.S. House of Representatives
passed the American Clean Energy and Security Act that would phase-in
significant reductions in greenhouse gas emissions if enacted into law. The U.S.
Senate is considering a different bill, and it is uncertain whether, when and in
what form a federal mandatory carbon dioxide emissions reduction program may be
adopted. Similarly, certain countries have adopted the Kyoto Protocol. These
actions could increase costs associated with our operations, including costs for
components used in the manufacture of our products and freight
costs.
In June 2009 the California Air Resources Board adopted proposed regulations to
reduce greenhouse gas emissions which would begin phasing in starting with 2012
model-year vehicles that would require vehicles sold in California to have solar
reflective window glazing that may interfere with the reception of GPS satellite
signals by portable navigation devices.
Because
it is uncertain what laws and regulations will be enacted, we cannot predict the
potential impact of such laws and regulations on our future consolidated
financial condition, results of operations or cash flows.
Risks
Relating to Our Shares
The
volatility of our stock price could adversely affect investment in our common
shares.
The
market price of our common shares has been, and may continue to be, highly
volatile. During 2009, the price of our common shares ranged from a
low of $15.17 to a high of $39.58. A variety of factors could cause the price of
our common shares to fluctuate, perhaps substantially, including:
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announcements
and rumors of developments related to our business, our competitors, our
suppliers or the markets in which we
compete;
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quarterly
fluctuations in our actual or anticipated operating
results;
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the
availability, pricing and timeliness of delivery of components, such as
flash memory and liquid crystal displays, used in
our products;
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general
conditions in the worldwide economy, including fluctuations in interest
rates;
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announcements
of technological innovations;
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new
products or product enhancements by us or our
competitors;
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product
obsolescence and our ability to manage product
transitions;
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developments
in patents or other intellectual property rights and
litigation;
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developments
in our relationships with our customers and
suppliers;
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research
reports or opinions issued by securities analysts or brokerage houses
related to Garmin, our competitors, our suppliers or our customers;
and
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any
significant acts of terrorism against the United States, Taiwan or
significant markets where we sell our
products.
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In
addition, in recent years the stock market in general and the markets for shares
of technology companies in particular, have experienced extreme price
fluctuations which have often been unrelated to the operating performance of
affected companies. Any such fluctuations in the future could
adversely affect the market price of our common shares, and the market price of
our common shares may decline.
Our
officers and directors exert substantial influence over us.
As of
January 25, 2010 members and former members of our Board of Directors and our
executive officers, together with members of their families and entities that
may be deemed affiliates of or related to such persons or entities, beneficially
owned approximately 43.3% of our outstanding common
shares. Accordingly, these shareholders may be able to determine the
outcome of corporate actions requiring shareholder approval, such as mergers and
acquisitions. This level of ownership may have a significant effect
in delaying, deferring or preventing a change in control of Garmin and may
adversely affect the voting and other rights of other holders of our common
shares.
Provisions
in our shareholder rights plan and our charter documents might deter, delay or
prevent a third party from acquiring us and Cayman Islands corporate law may
impede a takeover, which could decrease the value of our shares.
Our Board
of Directors has the authority to issue up to 1,000,000 preferred shares and to
determine the price, rights, preferences, privileges and restrictions, including
voting rights, of those shares without any further vote or action by the
shareholders. This could have an adverse impact on the market price
of our common shares. We have no present plans to issue any preferred
shares, but we may do so. The rights of the holders of common shares
may be subject to, and adversely affected by, the rights of the holders of any
preferred shares that may be issued in the future. In addition, we
have adopted a classified board of directors. Our shareholders are
unable to remove any director or the entire board of directors without a super
majority vote. In addition, a super majority vote is required to
approve transactions with interested shareholders. Shareholders do
not have the right to call a shareholders’ meeting. We have adopted a
shareholders’ rights plan which under certain circumstances would significantly
impair the ability of third parties to acquire control of us without prior
approval of our Board of Directors. This shareholders’ rights plan
and the provisions in our charter documents could make it more difficult for a
third party to acquire us, even if doing so would benefit our
shareholders.
The
Cayman Islands have recently introduced provisions to the Companies Law (2009
Revision) to facilitate mergers and consolidations between Cayman Islands
companies and non-Cayman Islands companies. These provisions,
contained within Part XVI of the Companies Law (2009 Revision), are broadly
similar to the merger provisions as provided for under Delaware
Law.
There are
however a number of important material differences that could impede a takeover.
First, the thresholds for approval of the merger plan by shareholders are
higher. The thresholds are (a) a shareholder resolution by majority in number
representing 75% in value of the shareholders voting together as one class or
(b) if the shares to be issued to each shareholder in the consolidated or
surviving company are to have the same rights and economic value as the shares
held in the constituent company, a special resolution of the shareholders (being
75% of those present in person in person or by proxy and voting) voting together
as one class.
As it is
would not be expected that the shares would have the same rights and economic
value following a takeover by way of merger, it is expected that the first test
is the one which would commonly apply. This threshold essentially has three
requirements. First "a majority in number" of the shareholders must approve;
secondly such majority must hold 75% "in value" of all the outstanding shares
and thirdly the shareholders must vote together as one class.
Secondly
the consent of each holder of a fixed or floating security interest (in essence
a documented security interest as opposed to one arising by operation of law) is
required to be obtained unless the Grand Court of the Cayman Islands waives such
requirement.
The
merger provisions contained within Part XVI of the Companies Law (2009 Revision)
do contain shareholder appraisal rights similar to that as provided for under
Delaware law. Such rights are limited to a merger under Part XVI and
do apply to schemes of arrangement as discussed below.
The
Companies Law (2009 Revision) also contains separate statutory provisions that
provide for the merger, reconstruction and amalgamation of companies, which are
commonly referred to in the Cayman Islands as a “scheme of
arrangement.” The procedural and legal requirements necessary to
consummate these transactions are more rigorous and take longer to complete than
the procedures typically required to consummate a merger in the United States.
Under Cayman Islands law and practice, a scheme of arrangement in relation to a
solvent Cayman Islands exempted company must be approved at a shareholders’
meeting by a majority of each class of the company’s shareholders who are
present and voting (either in person or by proxy) at such meeting. The shares
voted in favor of the scheme of arrangement must also represent at least 75% of
the value of each relevant class of the company’s shareholders (excluding the
shares owned by the parties to the scheme of arrangement) present and voting at
the meeting. The Grand Court of the Cayman Islands must also sanction the
convening of these meetings and the terms of the amalgamation. Although there is
no requirement to seek the consent of the creditors of the parties involved in
the scheme of arrangement, the Grand Court typically seeks to ensure that the
creditors have consented to the transfer of their liabilities to the surviving
entity or that the scheme of arrangement does not otherwise materially adversely
affect the creditors’ interests. Furthermore, the Grand Court will only approve
a scheme of arrangement if it is satisfied that:
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the
statutory provisions as to majority vote have been complied
with;
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the
shareholders have been fairly represented at the meeting in
question;
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the
scheme of arrangement is such as a businessman would reasonably approve;
and
|
|
•
|
the
scheme of arrangement is not one that would more properly be sanctioned
under some other provision of the Companies Law (2009
Revision)
|
If the
scheme of arrangement is approved, the dissenting shareholder would have no
rights comparable to appraisal rights, which would otherwise ordinarily be
available to dissenting shareholders of U.S. corporations, providing rights to
receive payment in cash for the judicially determined value of the
shares.
In
addition, if an offer by a third party to purchase shares in us has been
approved by the holders of at least 90% of our outstanding shares (not including
such third party) pursuant to an offer within a four-month period of making such
an offer, the purchaser may, during the two months following expiration of the
four-month period, require the holders of the remaining shares to transfer their
shares on the same terms on which the purchaser acquired the first 90% of our
outstanding shares. An objection can be made to the Grand Court of the Cayman
Islands, but this is unlikely to succeed unless there is evidence of fraud, bad
faith, collusion or inequitable treatment of the shareholders.
Item
1B. Unresolved Staff Comments
None.
Item
2. Properties
The
following are the principal properties owned or leased by the Company and its
subsidiaries:
Garmin
International, Inc. and Garmin USA, Inc. occupy a facility of approximately
1,120,000 square feet on 42 acres in Olathe, Kansas, where the majority of
product design and development work is conducted, the majority of aviation
panel-mount products are manufactured and products are warehoused, distributed,
and supported for North, Central and South America. Garmin’s
subsidiary, Garmin Realty, LLC also owns an additional 46 acres of land on the
Olathe site for future expansion. In connection with the bond
financings for the facility in Olathe and the previous expansion of that
facility, the City of Olathe holds the legal title to the Olathe facility which
is leased to Garmin’s subsidiaries by the City. Upon the payment in
full of the outstanding bonds, the City of Olathe is obligated to transfer title
to Garmin’s subsidiaries for the aggregate sum of $200. Garmin
International, Inc. has purchased all the outstanding bonds and continues to
hold the bonds until maturity in order to benefit from property tax
abatement.
Garmin
Corporation owns and occupies a 249,326 square foot facility in Sijhih, Taipei
County, Taiwan, a 223,469 square foot facility in Jhongli, Tao-Yang County,
Taiwan, and an approximately 580,000 square foot facility in LinKou, Tao-Yang
County, Taiwan. In these three facilities Garmin Corporation manufactures all of
Garmin’s consumer and portable aviation products and warehouses, markets and
supports products for the Pacific Rim countries.
Garmin
AT, Inc. leases approximately 15 acres of land in Salem, Oregon under a ground
lease. This ground lease expires in 2030 but Garmin AT has the option
to extend the ground lease until 2050. Garmin AT, Inc. owns and
occupies a 115,000 square foot facility for office, development and
manufacturing use and a 33,000 square foot aircraft hangar, flight test and
certification facility on this land.
Garmin
International, Inc. leases 148,320 square feet of land at New Century Airport in
Gardner, Kansas under a ground lease which expires in 2026. Garmin
International, Inc. owns and occupies a 47,254 square foot aircraft hangar,
flight test and certification facility on this land which is used in development
and certification of aviation products.
Garmin
International, Inc. leases approximately 15,000 square feet of space at 669
North Michigan Avenue in Chicago, Illinois which is used as a retail store and
showroom for Garmin products. This lease expires in November
2016.
Garmin
International, Inc. also leases an additional: (i) 18,392 square feet of office
space in Kansas City, Missouri for a call center operation; (ii) 48,625 square
feet of office space in Olathe, Kansas for a call center operation; (iii) 24,748
square feet of aggregate office space in two buildings in Tempe, Arizona for
software development; (iv) 5,509 square feet of office space in San Francisco,
CA for its Garmin Connect division; (v) 8,183 square feet of office space in
Diamond Bar, California for software development; (vi) 5,952 square feet of
office space (and 17,536 square feet of land on which the premises sits) in
Wichita, Kansas for aviation development and support; and (vii) 5,700
square feet in Newport, Oregon for the former Nautamatic (now TR-1) marine
autopilot operations.
Garmin
(Europe) Ltd. owns and occupies a 155,000 square foot building located in
Totton, Southampton, England.
Item
3. Legal Proceedings
Encyclopaedia
Britannica, Inc. v. Alpine Electronics of America, Inc., Alpine Electronics,
Inc., Denso Corporation, Toyota Motor Sales, U.S.A., Inc., American Honda Motor
Co., Inc., and Garmin International, Inc.
On May
16, 2005, Encyclopaedia Britannica, Inc. (“Encyclopaedia Britannica”) filed suit
in the United States District Court for the Western District of Texas, Austin
Division, against Garmin International, Inc. and five other unrelated companies,
alleging infringement of U.S. Patent No. 5,241,671 (“the ’671 patent”). On
December 30, 2005, Garmin International filed a Motion for Summary Judgment for
Claim Invalidity Based on Indefiniteness. On September 30, 2008, the court
issued a Memorandum Opinion and Order granting Garmin International’s Motion for
Summary Judgment for Claim Invalidity Based on Indefiniteness with respect to
the ’671 patent. On October 8, 2008, the court issued an Amended Final Judgment
ordering that Encyclopaedia Britannica take nothing from its action against
Garmin International with respect to the ’671 patent and closed that case. On
November 12, 2008, Encyclopaedia Britannica filed a Notice of Appeal to the
Federal Circuit Court of Appeals. On December 4, 2009, the Federal Circuit
issued its decision affirming the district court’s judgment.
On May
23, 2006, Encyclopaedia Britannica filed an amended complaint claiming that
Garmin International and the other defendants also infringe U.S. Patent No.
7,051,018 (“the ‘018 patent”), a continuation patent of the ‘671 patent, which
issued on May 23, 2006. On July 25, 2006, Encyclopaedia Britannica filed a new
complaint claiming that Garmin International and the other defendants also
infringe U.S. Patent No. 7,082,437 (“the ‘437 patent”), a continuation patent of
the ‘671 patent, which issued on July 25, 2006. Encyclopaedia Britannica also
asserted the ’018 and ’437 patents against other parties in a separate lawsuit,
Encyclopaedia Britannica v.
Magellan Navigation, Inc., et al., Case No. 07-CA-787 (LY)(W.D.
Tex).
On
February 6, 2009, the court entered a scheduling order enabling all defendants
in these cases to file a consolidated Joint Motion for Summary Judgment of
Invalidity of the ’018 and ’437 patents and stayed all proceedings pending the
court’s ruling on the joint motion for summary judgment. On February 20, 2009,
the defendants filed a consolidated Joint Motion for Summary Judgment of
Invalidity of the ’018 and ’437 patents. On August 3, 2009, the court issued a
Memorandum Opinion and Order granting the defendants’ consolidated Joint Motion
for Summary Judgment of Invalidity of the ’018 and ’437 patents and holding that
these patents are invalid. On August 24, 2009, Encyclopaedia Britannica filed a
Notice of Appeal to the Federal Circuit Court of
Appeals. Garmin International believes the Federal
Circuit will affirm the district court’s judgment.
SP
Technologies, LLC v. Garmin Ltd., Garmin International, Inc., TomTom, Inc., and
Magellan Navigation, Inc.
On June
5, 2008, SP Technologies, LLC filed suit in the United States District Court for
the Northern District of Illinois against Garmin Ltd. and Garmin International,
Inc. alleging infringement of U.S. Patent No. 6,784,873 (“the ’873 patent”). On
July 7, 2008, SP Technologies, LLC filed an amended complaint removing all
claims against Garmin Ltd. and alleging infringement of the ’873 patent against
additional defendants TomTom, Inc. and Magellan Navigation, Inc. Garmin believes
that it should not be found liable for infringement of the ’873 patent and
additionally that the ’873 patent is invalid. On August 18, 2008, Garmin filed
its answer to the amended complaint along with a motion for dismissal of SP
Technologies, LLC’s claims of willful and inducement infringement of the ’873
patent. On October 16, 2008, the court granted Garmin’s motion for partial
dismissal, striking the willful and inducement infringement allegations from the
amended complaint.
On
January 7, 2009, Garmin filed an Amended Answer and Counterclaims asserting the
’873 patent is not infringed, is invalid, and that the plaintiff committed
inequitable conduct resulting in unenforceability of the ’873 patent. On
February 2, 2009, codefendant TomTom, Inc. filed a Motion for Summary Judgment
of Unenforceability of the ’873 Patent Due to Inequitable Conduct. On September
30, 2009, the Court denied TomTom, Inc.’s Motion for Summary Judgment. On
October 9, 2009, the Court issued an order construing the claims of the ’873
patent. On October 28, 2009, Garmin filed a Motion for Summary Judgment of
Invalidity of the ’873 Patent. On January 6, 2010, SP Technologies,
LLC filed its response and on January 20, 2010, Garmin filed its
reply. The parties await the court’s ruling on Garmin’s
motion. Although there can be no assurance that an unfavorable
outcome of this litigation would not have a material adverse effect on our
operating results, liquidity or financial position, Garmin believes that the
claims are without merit and intends to vigorously defend this
lawsuit.
Traffic
Information, LLC v. Sony Electronics Inc., Asus Computer International, Best Buy
Stores, L.P., Kenwood U.S.A. Corporation, Nextar, Inc., American Suzuki Motor
Corporation, TGSP, L.P. d/b/a Empire Suzuki, and Garmin International,
Inc.
On July
1, 2009, Traffic Information, LLC filed suit in the United States District Court
for the Eastern District of Texas against Garmin International, Inc. along with
Sony Electronics Inc., Asus Computer International, Best Buy Stores, L.P.,
Kenwood U.S.A. Corporation, Nextar, Inc., American Suzuki Motor Corporation, and
TGSP, L.P. d/b/a Empire Suzuki. The complaint against Garmin International, Inc.
alleges infringement of U.S. Patent No. 6,785,606 (“the ’606
patent”). On August 28, 2009, Garmin International, Inc. filed its
Answer and Counterclaims asserting the ’606 patent is invalid and not
infringed. Although there can be no assurance that an
unfavorable outcome of this litigation would not have a material adverse effect
on our operating results, liquidity or financial position, Garmin International,
Inc. believes that the claims are without merit and intends to vigorously defend
this action.
Ambato
Media, LLC v. Clarion Co., Ltd., Clarion Corporation of America, Delphi
Corporation, Fujitsu Limited, Fujitsu Ten Corporation of America, Garmin Ltd.,
Garmin International, Inc., Victor Company of Japan Ltd., JVC Americas
Corporation, JVC Kenwood Holdings, Inc., J&K Car Electronics Corporation, LG
Electronics, Inc., LG Electronics USA, Inc., MiTAC International Corporation,
MiTAC Digital Corporation, Mio Technology USA Ltd., Navigon, Inc. Nextar Inc.,
Panasonic Corporation, Panasonic Corporation of North America, Pioneer
Corporation, Pioneer Electronics (USA) Inc., Sanyo Electric Co., Ltd., Sanyo
North America Corporation, Sanyo Electronic Device (U.S.A.) Corporation, TomTom
N.V., TomTom International B.V., and TomTom, Inc.
On August
14, 2009, Ambato Media, LLC filed suit in the United States District Court for
the Eastern District of Texas against Garmin Ltd. and Garmin International, Inc.
along with several codefendants alleging infringement of U.S. Patent No.
5,432,542 (“the ’542 patent”). On September 28, 2009, Garmin filed
its Answer and Counterclaims asserting the ’542 patent is invalid and not
infringed. Although there can be no assurance that an
unfavorable outcome of this litigation would not have a material adverse effect
on our operating results, liquidity or financial position, Garmin believes that
the claims are without merit and intends to vigorously defend this
action.
Pioneer
Corporation v. Garmin Deutschland GmbH, Garmin Ltd., Garmin International, Inc.,
Garmin (Europe Ltd. and Garmin Corporation
On
October 9, 2009, Pioneer Corporation filed suit in the District Court in
Düsseldorf, Germany against Garmin Deutschland GmbH, Garmin Ltd., Garmin
International, Inc., Garmin Corporation and Garmin (Europe) Ltd. alleging
infringement of European Patent No. 775 892 (“the ‘892 Patent”) and European
Patent No. 508 681 (“the ‘681 Patent”). Garmin believes that none of Garmin’s
products infringe either of these patents. Garmin has filed separate lawsuits in
the German Federal Patent Court in Munich seeking declaratory judgments of
invalidity of the ‘892 Patent and the ‘681 Patent. Although there can
be no assurance that an unfavorable outcome of this litigation would not have a
material adverse effect on our operating results, liquidity or financial
position, Garmin believes that the claims are without merit and intends to
vigorously defend this action.
In
the Matter of Certain Multimedia Display and Navigation Devices and Systems,
Components Thereof, and Products Containing the Same.
On
November 13, 2009, Pioneer Corporation filed a complaint with the United States
International Trade Commission against Garmin International, Inc., Garmin
Corporation, and Honeywell International Inc. alleging infringement of U.S.
Patent No. 5,365,448 (“the ’448 patent”), U.S. Patent No. 6,122,592 (“the ’592
patent”), and U.S. Patent No. 5,424,951 (“the ’951 patent”). On
January 12, 2010, Garmin filed its Answer asserting the ’448 patent, the ’592
patent, and the ’951 patent are invalid and not infringed. Although
there can be no assurance that an unfavorable outcome of this litigation would
not have a material adverse effect on our operating results, liquidity or
financial position, Garmin believes these claims are without merit and intends
to vigorously defend this action.
Vehicle
IP, LLC v. AT&T Mobility LLC, Cellco Partnership, Garmin International,
Inc., Garmin USA, Inc., Networks in Motion, Inc., Telecommunication Systems,
Inc., Telenav Inc., United Parcel Service, Inc., and UPS Logistics Technologies,
Inc.
On
December 31, 2009, Vehicle IP, LLC filed suit in the United States District
Court for the District of Delaware against Garmin International, Inc. and Garmin
USA, Inc. along with several codefendants alleging infringement of U.S. Patent
No. 5,987,377 (“the ’377 patent”). Garmin believes the ’377 patent is
invalid and not infringed. Although there can be no assurance that an
unfavorable outcome of this litigation would not have a material adverse effect
on our operating results, liquidity or financial position, Garmin believes these
claims are without merit and intends to vigorously defend this
action.
Nazomi
Communications, Inc. v. Nokia Corporation, Nokia Inc., Microsoft Corporation,
Amazon.com, Inc., Western Digital Corporation, Western Digital Technologies,
Inc., Garmin Ltd., Garmin Corporation, Garmin International, Inc., Garmin USA,
Inc., Sling Media, Inc., VIZIO, Inc., and Iomega Corporation.
On February 8, 2010, Nazomi
Communications, Inc. filed suit in the United States District Court for the
Central District of California against Garmin Ltd., Garmin Corporation, Garmin
International, Inc., and Garmin USA, Inc. along with several codefendants
alleging infringement of U.S. Patent No. 7,080,362 (“the ’362 patent”) and U.S.
Patent No. 7,225,436 (“the ’436 patent”). Garmin believes the ’362
patent and the ’436 patent are not infringed. Although there can be
no assurance that an unfavorable outcome of this litigation would not have a
material adverse effect on our operating results, liquidity or financial
position, Garmin believes these claims are without merit and intends to
vigorously defend this action.
Visteon
Global Technologies, Inc. and Visteon Technologies LLC v. Garmin International,
Inc.
On February 10, 2010, Visteon Global Technologies, Inc. and Visteon
Technologies LLC filed suit in the United States District Court for the Eastern
District of Michigan, Southern Division, against Garmin International, Inc.
alleging infringement of U.S. Patent No. 5,544,060 (“the ‘060 patent”), U.S.
Patent No. 5,654,892 (“the ‘892 patent”), U.S. Patent No. 5,832, 408 (“the ‘408
patent”), U.S. Patent No 5,987,375 (“the ‘375 patent”) and U.S. Patent No
6,097,316 (“the ‘316 patent”). Garmin believes that each claim of the ‘060
patent, the ‘892 patent, the ‘408 patent and the ‘375 patent is not infringed
and/or invalid. Although there can be no assurance that an unfavorable outcome
of this litigation would not have a material adverse effect on our operating
results, liquidity or financial position, Garmin believes these claims are
without merit and intends to vigorously defend this action.
From time
to time Garmin is involved in other legal actions arising in the ordinary course
of our business. We believe that the ultimate outcome of these actions will not
have a material adverse effect on our business, financial condition and results
of operations.
Item
4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of
shareholders of Garmin during the fourth fiscal quarter of 2009.
Executive
Officers of the Registrant
Pursuant to General Instruction G(3) of
Form 10-K and instruction 3 to paragraph (b) of Item 401 of Regulation S-K, the
following list is included as an unnumbered Item in Part I of this Annual Report
on Form 10-K in lieu of being included in the Company’s Definitive Proxy
Statement in connection with its annual meeting of shareholders scheduled for
May 20, 2010.
Dr. Min H. Kao, age 61, has
served as Chairman of Garmin Ltd. since August 2004 and was previously
Co-Chairman of Garmin Ltd. from August 2000 to August 2004. He has
served as Chief Executive Officer of Garmin Ltd. since August 2002 and
previously served as Co-Chief Executive Officer from August 2000 to August
2002. Dr. Kao has served as a director and officer of various
subsidiaries of the Company since August 1990. Dr. Kao holds Ph.D.
and MS degrees in Electrical Engineering from the University of Tennessee and a
BS degree in Electrical Engineering from National Taiwan
University.
Clifton A. Pemble, age 44, has
served as a director of Garmin Ltd. since August 2004, and as President and
Chief Operating Officer of Garmin Ltd. since October 2007. Mr. Pemble has served
as a director and officer of various Garmin subsidiaries since August 2003.
Previously, he was Vice President, Engineering of Garmin International, Inc.
from 2005 to October 2007, Director of Engineering of Garmin International, Inc.
from 2003 to 2005, and Software Engineering Manager of Garmin International,
Inc. from 1995 to 2002 and a Software Engineer with Garmin International, Inc.
from 1989 to 1995. Mr. Pemble holds BA degrees in Mathematics and
Computer Science from MidAmerica Nazarene University.
Kevin S. Rauckman, age 47, has
served as Chief Financial Officer and Treasurer of Garmin Ltd. since August
2000. He previously served as Director of Finance and Treasurer of
Garmin International, Inc. since January 1999 and has served as a director and
officer of various subsidiaries of the Company since April 2001. Mr. Rauckman
holds BS and MBA degrees in Business from the University of Kansas.
Andrew R. Etkind, age 54, has
served as Vice President, General Counsel and Secretary of Garmin Ltd. since
June 2008. He was previously General Counsel and Secretary of Garmin Ltd. from
August 2000 to June 2008. He has been Vice President and General
Counsel of Garmin International, Inc. since July 2007, General Counsel since
February 1998, and Secretary since October 1998. Mr. Etkind has served as a
director and officer of various Garmin subsidiaries since December
2001. Mr. Etkind holds BA, MA and LLM degrees from Cambridge
University, England and a JD degree from the University of Michigan Law
School.
Brian J. Pokorny, age 46, has
been Vice President, Operations of Garmin International, Inc. since 2005.
Previously, he was Director of Operations of Garmin International, Inc. from
1997 to 2005 and Production Planning Manager of Garmin International, Inc. from
1995 to 1997. Mr. Pokorny holds a BS degree in Business Management
and a MBA from the University of Nebraska - Lincoln and holds the professional
certification of CPIM (Certified in Production and Inventory
Management).
Danny J. Bartel, age 60, has
been Vice President, Worldwide Sales of Garmin International, Inc. since
2006. Previously, he was Technical/Survey Sales Manager of
Garmin International, Inc. from 1992 to 1993, Director, Europe, Middle East and
Africa of Garmin (Europe) Ltd. from 1994 to 1999, and Director of Consumer
Electronic Sales of Garmin International, Inc. from 1999 to 2006. He has been a
director of Garmin (Europe) Ltd. since July 2004. Mr. Bartel holds a
BS in Electrical Engineering from South Dakota State University and a BA in
Management from Central Michigan University.
Gary V. Kelley, age 63, has been Vice
President, Marketing of Garmin International, Inc. since 2005. Previously, he
was Director of Marketing of Garmin International, Inc. from 1992 to 2005. He
has also been Director of Marketing of Garmin USA, Inc. since January 2002. Mr.
Kelley was a director of Garmin (Europe) Ltd. from 1993 to
2004. Mr. Kelley holds a BBA degree from Baker
University. He also holds a commercial pilot license with instrument
and flight instructor ratings.
All executive officers are elected by
and serve at the discretion of the Company’s Board of Directors. None
of the executive officers has an employment agreement with the
Company. There are no arrangements or understandings between the
executive officers and any other person pursuant to which he or she was or is to
be selected as an officer. There is no family relationship among any of the
executive officers. Dr. Min H. Kao is the brother of Ruey-Jeng Kao,
who is a supervisor of Garmin Corporation, Garmin’s Taiwan subsidiary, who
serves as an ex-officio member of Garmin Corporation’s Board of
Directors.
PART
II
Item
5. Market for the Company’s Common Shares, Related Shareholder
Matters and Issuer Purchases of Equity Securities
Garmin’s common shares have traded on
the Nasdaq National Market under the symbol “GRMN” since its initial public
offering on December 8, 2000 (the “IPO”). As of February 19, 2010,
there were 293 shareholders of record.
The range of high and low closing sales
prices of Garmin’s common shares as reported on the Nasdaq Stock Market for each
fiscal quarter of fiscal years 2009 and 2008 was as follows:
|
|
Year Ended
|
|
|
|
December 26, 2009
|
|
|
December 27, 2008
|
|
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
First
Quarter
|
|
$ |
23.48 |
|
|
$ |
15.17 |
|
|
$ |
97.00 |
|
|
$ |
53.10 |
|
Second
Quarter
|
|
$ |
25.99 |
|
|
$ |
19.74 |
|
|
$ |
56.41 |
|
|
$ |
40.90 |
|
Third
Quarter
|
|
$ |
37.23 |
|
|
$ |
22.67 |
|
|
$ |
48.70 |
|
|
$ |
32.11 |
|
Fourth
Quarter
|
|
$ |
39.58 |
|
|
$ |
26.84 |
|
|
$ |
34.34 |
|
|
$ |
15.22 |
|
The Board of Directors declared a cash
dividend of $0.75 per common share to shareholders of record on December 1, 2009
which was paid on December 15, 2009. The Board of Directors declared a cash
dividend of $0.75 per common share to shareholders of record on December 1, 2008
which was paid on December 15, 2008. Garmin currently expects
to pay a cash dividend in 2010. The decision whether to pay a dividend and the
amount of the dividend will be made closer to the payment date based on the
Company’s cash balance, cash requirements and cash flow generation.
The Board
of Directors approved a share repurchase program on October 22, 2008,
authorizing the Company to repurchase up to $300 million of the Company’s shares
as market and business conditions warrant. This share
repurchase authorization expired on December 31, 2009.
|
|
|
|
|
|
|
|
Maximum Number of Shares (or
|
|
|
|
|
|
|
|
|
|
Approx. Dollar Value of Shares
|
|
|
|
Total # of
|
|
|
Average Price
|
|
|
in Thousands) That May Yet Be
|
|
Period
|
|
Shares Purchased
|
|
|
Paid Per Share
|
|
|
Purchased Under the Plans or Programs
|
|
October 2009
|
|
|
- |
|
|
|
- |
|
|
$ |
256,469 |
|
November
2009
|
|
|
590,000 |
|
|
$ |
27.95 |
|
|
$ |
239,978 |
|
December 2009
|
|
|
- |
|
|
|
- |
|
|
$ |
- |
|
Total
|
|
|
590,000 |
|
|
$ |
27.95 |
|
|
$ |
- |
|
We refer you to Item 12 of this report
under the caption “Equity Compensation Plan Information” for certain equity plan
information required to be disclosed by Item 201(d) of Regulation
S-K.
Stock
Performance Graph
|
This
performance graph shall not be deemed ‘‘filed’’ with the SEC or subject to
Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any of our filings under the Securities Act
of 1933, as amended.
|
The
following graph illustrates the cumulative total shareholder return (rounded to
the nearest whole dollar) of Garmin common shares during the period from
December 31, 2004 through December 31, 2009, and compares it to the cumulative
total return on the NASDAQ Composite Index and the NASDAQ 100
Index. Garmin is one of the constituent companies of the NASDAQ 100
Index. The comparison assumes a $100 investment on December 31, 2004, in Garmin
common shares and in each of the foregoing indexes and assumes reinvestment of
dividends.
|
|
|
12/04 |
|
|
|
12/05 |
|
|
|
12/06 |
|
|
|
12/07 |
|
|
|
12/08 |
|
|
|
12/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Garmin
Ltd.
|
|
|
100.00 |
|
|
|
110.03 |
|
|
|
186.45 |
|
|
|
327.36 |
|
|
|
67.55 |
|
|
|
110.79 |
|
NASDAQ
Composite
|
|
|
100.00 |
|
|
|
101.33 |
|
|
|
114.01 |
|
|
|
123.71 |
|
|
|
73.11 |
|
|
|
105.61 |
|
NASDAQ-100
|
|
|
100.00 |
|
|
|
100.18 |
|
|
|
112.25 |
|
|
|
134.51 |
|
|
|
81.33 |
|
|
|
122.06 |
|
The
stock price performance included in this graph is not necessarily indicative of
future stock price performance.
Item
6. Selected Financial Data
The
following table sets forth selected consolidated financial data of the
Company. The selected consolidated balance sheet data as of December
26, 2009 and December 27, 2008 and the selected consolidated statement of income
data for the years ended December 26, 2009, December 27, 2008, and December 29,
2007 were derived from the Company’s audited consolidated financial statements
and the related notes thereto which are included in Item 8 of this annual report
on Form 10-K. The selected consolidated balance sheet data as
of December 29, 2007, December 30, 2006, and December 31, 2005 and
the selected consolidated statement of income data for the years ended December
30, 2006 and December 31, 2005 were derived from the Company’s audited
consolidated financial statements, not included herein.
The
information set forth below is not necessarily indicative of the results of
future operations and should be read together with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the consolidated
financial statements and notes to those statements included in Items 7 and 8 in
Part II of this Form 10-K.
|
|
Years ended (1)
|
|
|
|
Dec. 26,
2009
|
|
|
Dec. 27,
2008
|
|
|
Dec. 29,
2007
|
|
|
Dec. 30,
2006
|
|
|
Dec. 31,
2005
|
|
|
|
(in thousands, except per share data)
|
|
Consolidated
Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$ |
2,946,440 |
|
|
$ |
3,494,077 |
|
|
$ |
3,180,319 |
|
|
$ |
1,774,000 |
|
|
$ |
1,027,773 |
|
Cost
of goods sold
|
|
|
1,502,329 |
|
|
|
1,940,562 |
|
|
|
1,717,064 |
|
|
|
891,614 |
|
|
|
492,703 |
|
Gross
profit
|
|
|
1,444,111 |
|
|
|
1,553,515 |
|
|
|
1,463,255 |
|
|
|
882,386 |
|
|
|
535,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising
expense
|
|
|
155,521 |
|
|
|
208,177 |
|
|
|
206,948 |
|
|
|
114,749 |
|
|
|
59,309 |
|
Selling,
general and administrative
|
|
|
264,202 |
|
|
|
277,212 |
|
|
|
189,550 |
|
|
|
99,764 |
|
|
|
62,712 |
|
Research
and development
|
|
|
238,378 |
|
|
|
206,109 |
|
|
|
159,406 |
|
|
|
113,314 |
|
|
|
74,879 |
|
Total
operating expenses
|
|
|
658,101 |
|
|
|
691,498 |
|
|
|
555,904 |
|
|
|
327,827 |
|
|
|
196,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
|
786,010 |
|
|
|
862,017 |
|
|
|
907,351 |
|
|
|
554,559 |
|
|
|
338,170 |
|
Other
income/(expense), net (2), (3), (4)
|
|
|
22,641 |
|
|
|
52,349 |
|
|
|
70,922 |
|
|
|
39,995 |
|
|
|
34,430 |
|
Income
before income taxes
|
|
|
808,651 |
|
|
|
914,366 |
|
|
|
978,273 |
|
|
|
594,554 |
|
|
|
372,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax provision
|
|
|
104,701 |
|
|
|
181,518 |
|
|
|
123,262 |
|
|
|
80,431 |
|
|
|
61,381 |
|
Net
income
|
|
$ |
703,950 |
|
|
$ |
732,848 |
|
|
$ |
855,011 |
|
|
$ |
514,123 |
|
|
$ |
311,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income per share: (5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
3.51 |
|
|
$ |
3.51 |
|
|
$ |
3.95 |
|
|
$ |
2.38 |
|
|
$ |
1.44 |
|
Diluted
|
|
$ |
3.50 |
|
|
$ |
3.48 |
|
|
$ |
3.89 |
|
|
$ |
2.35 |
|
|
$ |
1.43 |
|
Weighted
average common shares outstanding: (5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
200,395 |
|
|
|
208,993 |
|
|
|
216,524 |
|
|
|
216,340 |
|
|
|
216,294 |
|
Diluted
|
|
|
201,161 |
|
|
|
210,680 |
|
|
|
219,875 |
|
|
|
218,845 |
|
|
|
218,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
dividends per share (5)
|
|
$ |
0.75 |
|
|
$ |
0.75 |
|
|
$ |
0.75 |
|
|
$ |
0.50 |
|
|
$ |
0.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
Sheet Data (at end of Period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
1,091,581 |
|
|
$ |
696,335 |
|
|
$ |
707,689 |
|
|
$ |
337,321 |
|
|
$ |
334,352 |
|
Marketable
securities
|
|
|
766,047 |
|
|
|
274,895 |
|
|
|
424,505 |
|
|
|
480,876 |
|
|
|
376,723 |
|
Total
assets
|
|
|
3,825,874 |
|
|
|
2,934,421 |
|
|
|
3,291,460 |
|
|
|
1,897,020 |
|
|
|
1,362,235 |
|
Total
debt
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
248 |
|
|
|
- |
|
Total
stockholders' equity
|
|
|
2,836,447 |
|
|
|
2,225,854 |
|
|
|
2,350,614 |
|
|
|
1,557,899 |
|
|
|
1,157,264 |
|
(1)
|
Our
fiscal year-end is the last Saturday of the calendar year and does not
always fall on December
31.
|
(2)
|
Other
income/(expense), net mainly consists of gain and/or loss on sale of
equity securities, interest income, interest expense, and foreign currency
gain (loss)
|
(3)
|
Includes
$23.0 million, $0.6 million and $15.3 million for foreign currency gains
in 2007, 2006 and 2005 respectively, and $6.0 million and $35.3 million
for foreign currency losses in 2009 and 2008
respectively.
|
(4)
|
Includes
a $72.4 million gain on sale of equity securities primarily related to the
sale of our equity interest in Tele Atlas N.V. and related foreign
currency exchange effects in
2008.
|
(5)
|
All
prior period common stock and applicable share and per share amounts have
been retroactively adjusted to reflect a 2-for-1 split of the Company's
common stock effective August 15,
2006.
|
Item
7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations
The
following discussion and analysis of our financial condition and results of
operations focuses on and is intended to clarify the results of our operations,
certain changes in our financial position, liquidity, capital structure and
business developments for the periods covered by the consolidated financial
statements included in this Form 10-K. This discussion should be read
in conjunction with, and is qualified by reference to, the other related
information including, but not limited to, the audited consolidated financial
statements (including the notes thereto), the description of our business, all
as set forth in this Form 10-K, as well as the risk factors discussed above in
Item 1A.
As
previously noted, the discussion set forth below, as well as other portions of
this Form 10-K, contain statements concerning potential future
events. 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 on which the
statements are based 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
discussed above in Item 1A. Readers are strongly encouraged to
consider those factors when evaluating any such forward-looking
statement. We do not undertake to update any forward-looking
statements in this Form 10-K.
Garmin’s fiscal year is a 52-53 week
period ending on the last Saturday of the calendar year. Fiscal year
2005 contained 53 weeks compared to 52 weeks for fiscal years 2009, 2008, 2007,
and 2006. Unless otherwise stated, all years and dates refer to the
Company’s fiscal year and fiscal periods. Unless the context
otherwise requires, references in this document to "we," "us," "our" and similar
terms refer to Garmin Ltd. and its subsidiaries.
Unless otherwise indicated, dollar
amounts set forth in the tables are in thousands, except per share
data.
Overview
We are 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 four
business segments, which serve the marine, outdoor/fitness, automotive/mobile,
and aviation markets. Our segments offer products through our network
of subsidiary distributors and independent dealers and
distributors. However, the nature of products and types of customers
for the four segments can vary significantly. As such, the segments
are managed separately. Our portable GPS receivers and accessories
for marine, recreation/fitness and automotive/mobile segments are 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.
Since our first products were delivered
in 1991, we have generated positive income from operations each year and have
funded our growth from these profits. Our sales have increased at a
compounded annual growth rate of 30% since 2005 and our net income has increased
at a compounded annual growth rate of 23% since 2005. The vast
majority of this growth has been organic; only a very small amount of new
revenue occurred as a result of the acquisition of MotionBased Technologies LLC
in 2005, Dynastream Innovations Inc. in 2006, Digital Cyclone, Inc. and the
assets of Nautamatic Marine Systems, Inc. in 2007, and ten European distributors
in 2007 and 2008. These acquisitions had no significant impact on net
income for those years.
Since our principal locations are in
the United States, Taiwan and the U.K., we experience some foreign currency
fluctuations in our operating results. While the U.S. Dollar remains
the functional currency of Garmin (Europe) Ltd., the functional currency of all
other European operations excluding Garmin Danmark and Garmin Sweden is the Euro
(effective July 2007) and the functional currency of Garmin Corporation,
headquartered in Taiwan, is the Taiwan Dollar. Approximately 79% of
sales by our European subsidiaries are now denominated in British Pounds
Sterling or the Euro. We experienced ($6.0) million, ($35.3) million,
and $23.0 million in foreign currency gains (losses) during fiscal years 2009,
2008, and 2007, respectively. The 2008 foreign currency loss includes
a realized gain of $21.5 million due to the strengthening of the Euro between
the date we purchased shares in Tele Atlas N.V. in October 2007 and the tender
of shares in February, March, and June 2008. To date, we have not
entered into hedging transactions with the Euro, the British Pound Sterling, or
the Taiwan Dollar, and we do not currently plan to utilize hedging transactions
in the future.
Critical
Accounting Policies and Estimates
General
Garmin’s discussion and analysis of its
financial condition and results of operations are based upon Garmin’s
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The
presentation of these financial statements requires Garmin to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, Garmin evaluates its estimates,
including those related to customer sales programs and incentives, product
returns, bad debts, inventories, investments, intangible assets, income taxes,
warranty obligations, and contingencies and litigation. 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.
Revenue
Recognition
Garmin recognizes revenue when
persuasive evidence of an arrangement exists, delivery has occurred, the sales
price is fixed or determinable, and collection is probable. For the large
majority of Garmin’s sales, these criteria are met once product has shipped and
title and risk of loss have transferred to the customer. The Company
recognizes revenue from the sale of hardware products and software bundled with
hardware that is essential to the functionality of the hardware in accordance
with general revenue recognition accounting guidance. The Company recognizes
revenue in accordance with industry specific software accounting guidance for
standalone sales of software products and sales of software bundled with
hardware not essential to the functionality of the hardware. The Company
generally does not offer specified or unspecified upgrade rights to its
customers in connection with software sales.
Garmin
introduced nüMaps Lifetime™ in January 2009, which is a single fee program that,
subject to the program’s terms and conditions, enables customers to download the
latest map and point of interest information every quarter for the useful life
of their PND. The revenue and associated cost of royalties for sales of
nüMaps Lifetime™ products are deferred at the time of sale and recognized
ratably on a straight-line basis over the currently estimated three-year life of
the products.
For multi-element arrangements that
include tangible products that contain software that is essential to the
tangible product’s functionality and undelivered software elements that relate
to the tangible product’s essential software, the Company allocates revenue to
all deliverables based on their relative selling prices. In such circumstances,
the new accounting principles establish a hierarchy to determine the selling
price to be used for allocating revenue to deliverables as follows:
(i) vendor-specific objective evidence of fair value (“VSOE”),
(ii) third-party evidence of selling price (“TPE”), and (iii) best
estimate of the selling price (“ESP”). VSOE generally exists only when the
Company sells the deliverable separately and is the price actually charged by
the Company for that deliverable.
In 2009,
Garmin introduced the nüvi 1690, a premium PND with a built‐in wireless module
that lets customers access Garmin’s nüLink!™ service, which provides direct
links to certain online information. The Company has identified two
deliverables contained in arrangements involving the sale of the nüvi 1690. The
first deliverable is the hardware and software essential to the functionality of
the hardware device delivered at the time of sale, and the second deliverable is
the nüLink service. The Company has allocated revenue between these two
deliverables using the relative selling price method determined using VSOE.
Amounts allocated to the delivered hardware and the related
essential software are recognized at the time of sale provided the other
conditions for revenue recognition have been met. Amounts allocated to the
nüLink services are deferred and recognized on a straight-line basis over the
24-month life of the service.
Garmin
records estimated reductions to revenue for customer sales programs returns and
incentive offerings including rebates, price protection (product discounts
offered to retailers to assist in clearing older products from their inventories
in advance of new product releases), promotions and other volume-based
incentives. The reductions to revenue are based on estimates
and judgments using historical experience and expectation of future
conditions. Changes in these estimates could negatively affect
Garmin’s operating results. These incentives are reviewed
periodically and, with the exceptions of price protection and certain other
promotions, are accrued for on a percentage of sales basis. If
market conditions were to decline, Garmin may take actions to increase customer
incentive offerings possibly resulting in an incremental reduction of revenue at
the time the incentive is offered.
Garmin records reductions to revenue
for expected future product returns based on Garmin’s historical
experience.
Trade
Accounts Receivable
We sell
our products to retailers, wholesalers, and other customers and extend credit
based on our evaluation of the customer’s financial condition. Potential
losses on receivables are dependent on each individual customer’s financial
condition. We carry our trade accounts receivable at net realizable value.
Typically, our accounts receivable are collected within 60 days and do not bear
interest. We monitor our exposure to losses on receivables and maintain
allowances for potential losses or adjustments. We determine these allowances by
(1) evaluating the aging of our receivables; and (2) reviewing our high-risk
customers. Past due receivable balances are written off when our internal
collection efforts have been unsuccessful in collecting the amount
due.
Warranties
Garmin’s products are generally covered
by a warranty for periods ranging from one to two years. Garmin accrues a
warranty reserve for estimated costs to provide warranty
services. Garmin’s estimate of costs to service its warranty
obligations is based on historical experience and expectation of future
conditions. To the extent Garmin experiences increased warranty claim
activity or increased costs associated with servicing those claims, its warranty
accrual will increase, resulting in decreased gross profit.
Inventory
Garmin writes down its inventory for
estimated obsolescence or unmarketable inventory equal to the difference between
the cost of inventory and the estimated market value based upon assumptions
about future demand and market conditions. If actual market
conditions are less favorable than those projected by management, additional
inventory write-downs may be required.
Investments
Investments
are classified as available for sale and recorded at fair value, and unrealized
investment gains and losses are reflected in stockholders’
equity. Investment income is recorded when earned, and capital
gains and losses are recognized when investments are sold. Fair
value of investments in auction rate securities are determined using third party
estimates which followed an income approach valuation
methodology. Investments are reviewed periodically to determine if
they have suffered an impairment of value that is considered other than
temporary. If investments are determined to be impaired, a
capital loss is recognized at the date of determination.
Testing
for impairment of investments also requires significant management
judgment. The identification of potentially impaired
investments, the determination of their fair value and the assessment of whether
any decline in value is other than temporary are the key judgment
elements. The discovery of new information and the passage of
time can significantly change these judgments. Revisions
of impairment judgments are made when new information becomes known, and any
resulting impairment adjustments are made at that time. The economic
environment and volatility of securities markets increase the difficulty of
determining fair value and assessing investment impairment.
Income
Taxes
Garmin provides deferred tax assets and
liabilities based on the difference between the tax basis of assets and
liabilities and their carrying amount for financial reporting purposes as
measured by the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. It is Garmin’s
policy to record a valuation allowance to reduce its deferred tax assets to an
amount that it believes is more likely than not to be realized. While
Garmin has considered future taxable income and ongoing prudent and feasible tax
planning strategies in assessing the need for the valuation allowance, in the
event Garmin were to determine that it would not be able to realize all or part
of its net deferred tax assets in the future, an adjustment to the deferred tax
assets would be charged to income in the period such determination is
made. Likewise, should Garmin determine that it would be able to
realize its deferred tax assets in the future in excess of its net recorded
amount, an adjustment to the deferred tax assets would increase income in the
period such determination is made.
In addition, the calculation of our tax
liabilities involves dealing with uncertainties in the application of complex
tax regulations. We recognize liabilities for tax audit issues in the
U.S. and other tax jurisdictions based on our estimate of whether, and the
extent to which, additional taxes will be due. If payment of these
amounts ultimately proves to be unnecessary, the reversal of the liabilities
would result in tax benefits being recognized in the period when we determine
the liabilities are no longer necessary. If our estimate of tax
liabilities proves to be less than the ultimate assessment, a further charge to
expense would result.
Stock
Based Compensation
Garmin awards stock options, stock
appreciation rights (“SARs”), restricted stock units (“RSUs”) and/or performance
shares each year as part of Garmin’s compensation package for
employees. Employees with certain levels of responsibility within
Garmin are eligible for stock options, SAR grants, RSU grants and/or performance
shares but the granting of options, SARs, RSUs and/or performance shares is at
the discretion of the Compensation Committee of the Board of Directors and is
not a contractual obligation.
Stock-based compensation cost is
measured at the grant date based on the fair value of the award and is
recognized as expense over the requisite service period. Determining the fair
value of stock-based awards at the grant date requires judgment, including
estimating expected dividends. In addition, judgment is also required in
estimating the amount of stock-based awards that are expected to be forfeited.
If actual results differ significantly from these estimates, stock-based
compensation expense could be impacted. Stock
compensation plans are discussed in detail in Note 9 of the Notes to
Consolidated Financial Statements.
Accounting
Terms and Characteristics
Net
Sales
Our net sales are primarily generated
through sales to our global dealer and distributor network and to original
equipment manufacturers. Refer to the Revenue Recognition discussion
above. Our sales are largely of a consumer nature; therefore backlog levels
are not necessarily indicative of our future sales results. We aim to
achieve a quick turnaround on orders we receive, and we typically ship most
orders within 72 hours.
Net sales are subject to seasonal
fluctuation. Typically, sales of our consumer products are highest in
the second quarter, due to increased demand during the spring and summer season,
and in the fourth quarter, due to increased demand during the holiday buying
season. Our aviation products do not experience much seasonal
variation, but are more influenced by the timing of the release of new products
when the initial demand is typically the strongest.
Raw material costs are our most
significant component of cost of goods sold. In 2009, gross margin
for our automotive/mobile segment increased 350 basis points as benefits from
raw material price declines and operating efficiencies exceeded the average
selling price decline. In 2008, gross margin for our
automotive/mobile segment declined 310 basis points as the average selling price
continued to decline and we experienced further shift in product mix to
lower-margin product groups. These impacts were somewhat offset by
raw material price declines, most significantly flash memory. In the
first half of 2007, we experienced favorable product mix and product pricing,
which allowed us to hold margins in our automotive/mobile segment steady; margin
declines in the second half of 2007 were primarily a result of average selling
price declines, coupled with raw materials price increases, most notably the
costs for flash memory, in late second quarter and through the third quarter of
2007 when we were purchasing these components for our holiday production runs,
resulting in margin declines as these components were sold, primarily in the
fourth quarter of 2007. Gross margins for the aviation, marine,
and outdoor/fitness segments are more stable. Our long-term gross
margin targets are 65%, 55% and 55%, respectively, for these
segments.
Our
existing practice of performing the design and manufacture of our products
in-house has enabled us to utilize alternative lower cost components from
different suppliers and, where possible, to redesign our products to permit us
to use these lower cost components. We believe that because of our
practice of performing the design, manufacture and marketing of our products
in-house, our Shijr, Jhongli, and Lin-Kou manufacturing plants in Taiwan, our
Olathe, Kansas, and Salem, Oregon manufacturing plants have experienced
relatively low costs of manufacturing. In general, products
manufactured in Taiwan have been our highest volume products. Our
manufacturing labor costs historically have been lower in Taiwan than in Olathe
and Salem.
Sales price variability has had and can
be expected to have an effect on our gross profit. In the past,
prices of our devices sold into the automotive/mobile market have declined due
to market pressures and introduction of new products sold at lower price
points. The average selling prices of our aviation, outdoor/fitness,
and marine products have increased due to product mix and the introduction of
more advanced products sold at higher prices. The effect of the sales
price differences inherent within the mix of GPS-enabled products sold could
have a significant impact on our gross profit.
Advertising
Expense
Our advertising expenses consist of
costs for both media advertising and cooperative advertising with our retail
partners. As revenues grew in 2005-2008, advertising expense also
increased. In 2009, we reduced our advertising expense as revenues
declined and the public became more aware of GPS technology. The
reduction did not have a negative impact on our market share. We
expect advertising costs to increase in 2010 as revenues grow.
Selling,
General and Administrative Expenses
Our selling, general and administrative
expenses consist primarily of:
|
·
|
salaries
for sales and marketing personnel;
|
|
·
|
salaries
and related costs for executives and administrative
personnel;
|
|
·
|
marketing,
and other brand building costs;
|
|
·
|
accounting
and legal costs;
|
|
·
|
information
systems and infrastructure costs;
|
|
·
|
travel
and related costs; and
|
|
·
|
occupancy
and other overhead costs.
|
Due to the economic pressure on our
consumer-oriented business, we decreased selling, general and administrative
expenses in 2009. As revenues grew in 2005-2008, selling, general and
administrative expenses also increased. We expect selling, general
and administrative costs, excluding advertising, to increase in 2010 as revenues
grow.
Research
and Development
The majority of our research and
development costs represent salaries for our engineers, costs for high
technology components and costs of test equipment used in product and prototype
development. Approximately 85% of the research and
development of our products is performed in North America. The
remainder of our research and development activities is performed by our Taiwan
engineering group, which has increased in size in recent years.
We are committed to increasing the
level of innovative design and development of new products as we strive for
expanded ability to serve our existing consumer and aviation markets as well as
new markets for GPS-enabled devices. We continue to grow our research
and development budget in absolute terms.
Customers
Best Buy accounted for 13.4% of our net
sales in the year ended December 26, 2009. Our top ten customers have
contributed between 27% and 43% of net sales since 2005. We have
experienced average sales days in our customer accounts receivable of between 49
and 75 days since 2005. We have experienced an increase in the level
of customer accounts receivable days due to changes in product mix, longer
payment terms, and macroeconomic conditions. We expect to reduce the
level of customer accounts receivable days as we negotiate shorter payment terms
with our customers.
Income
Taxes
We have experienced a relatively low
effective corporate tax rate due to the proportion of our revenue generated by
entities in tax jurisdictions with low statutory rates. In
particular, the profit entitlement afforded our parent company based
on its intellectual property rights ownership of our consumer products along
with substantial tax incentives offered by the Taiwanese government on certain
high-technology capital investments have continued to reduce our tax
rate. As a result, our consolidated effective tax rate was
approximately 12.9% during 2009. This is a decrease from 19.9% during
2008 due to a more favorable mix of taxable income among the tax jurisdictions
in which the Company operates and the release of income tax reserves for which
the statute of limitations has expired. We have taken advantage of
the tax benefit in Taiwan since our inception and we expect to continue to
benefit from lower effective tax rates at least through
2013. We plan on applying for additional incentives for years
beyond 2013 based on capital investments we expect to make in the
future. However, there can be no assurance that such tax incentives
will be available indefinitely or that we will receive the incentives for which
we apply. Management believes that
due to lower operating margins predicted for fiscal 2010, there may be slightly
less revenue recognized by entities in lower tax rate jurisdictions.
Therefore, the effective tax rate for fiscal 2010 is expected to be slightly
higher than fiscal 2009. The actual effective tax rate will be dependent
upon the operating margins, production volume, additional capital investments
made during fiscal 2010, and the composition of our
earnings.
Results
of Operations
The following table sets forth our
results of operations as a percentage of net sales during the periods
shown:
|
|
Fiscal
Years Ended
|
|
|
|
Dec.
26,
|
|
|
Dec.
27,
|
|
|
Dec.29,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
Net
sales
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost
of goods sold
|
|
|
51.0 |
% |
|
|
55.5 |
% |
|
|
54.0 |
% |
Gross
profit
|
|
|
49.0 |
% |
|
|
44.5 |
% |
|
|
46.0 |
% |
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising
|
|
|
5.3 |
% |
|
|
6.0 |
% |
|
|
6.5 |
% |
Selling,
general and administrative
|
|
|
8.9 |
% |
|
|
7.9 |
% |
|
|
6.0 |
% |
Research
and development
|
|
|
8.1 |
% |
|
|
5.9 |
% |
|
|
5.0 |
% |
Total
operating expenses
|
|
|
22.3 |
% |
|
|
19.8 |
% |
|
|
17.5 |
% |
Operating
income
|
|
|
26.7 |
% |
|
|
24.7 |
% |
|
|
28.5 |
% |
Other
income / (expense) , net
|
|
|
0.7 |
% |
|
|
1.5 |
% |
|
|
2.2 |
% |
Income
before income taxes
|
|
|
27.4 |
% |
|
|
26.2 |
% |
|
|
30.7 |
% |
Provision
for income taxes
|
|
|
3.5 |
% |
|
|
5.2 |
% |
|
|
3.9 |
% |
Net
income
|
|
|
23.9 |
% |
|
|
21.0 |
% |
|
|
26.8 |
% |
The following table sets forth our
results of operations through income before income taxes for each of our four
segments during the period shown. For each line item in the
table the total of the segments’ amounts equals the amount in the consolidated
statements of income data included in Item 6.
|
|
Outdoor/
|
|
|
|
|
|
Automotive/
|
|
|
|
|
Fiscal
year ended December 26, 2009
|
|
Fitness
|
|
|
Marine
|
|
|
Mobile
|
|
|
Aviation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$ |
468,924 |
|
|
$ |
177,644 |
|
|
$ |
2,054,127 |
|
|
$ |
245,745 |
|
Cost
of goods sold
|
|
|
162,082 |
|
|
|
72,429 |
|
|
|
1,192,227 |
|
|
|
75,591 |
|
Gross
profit
|
|
|
306,842 |
|
|
|
105,215 |
|
|
|
861,900 |
|
|
|
170,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising
|
|
|
23,262 |
|
|
|
9,682 |
|
|
|
118,713 |
|
|
|
3,864 |
|
Research
and development
|
|
|
23,776 |
|
|
|
21,448 |
|
|
|
110,907 |
|
|
|
82,247 |
|
Selling,
general and administrative expenses
|
|
|
47,799 |
|
|
|
18,177 |
|
|
|
172,473 |
|
|
|
25,753 |
|
Total
expenses
|
|
|
94,837 |
|
|
|
49,307 |
|
|
|
402,093 |
|
|
|
111,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
|
212,005 |
|
|
|
55,908 |
|
|
|
459,807 |
|
|
|
58,290 |
|
Other
income / (expense), net
|
|
|
(5,963 |
) |
|
|
1,522 |
|
|
|
28,777 |
|
|
|
(1,695 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
$ |
206,042 |
|
|
$ |
57,430 |
|
|
$ |
488,584 |
|
|
$ |
56,595 |
|
|
|
Outdoor/
|
|
|
|
|
|
Automotive/
|
|
|
|
|
Fiscal
year ended December 27, 2008
|
|
Fitness
|
|
|
Marine
|
|
|
Mobile
|
|
|
Aviation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$ |
427,783 |
|
|
$ |
204,477 |
|
|
$ |
2,538,411 |
|
|
$ |
323,406 |
|
Cost
of goods sold
|
|
|
181,037 |
|
|
|
93,052 |
|
|
|
1,560,816 |
|
|
|
105,657 |
|
Gross
profit
|
|
|
246,746 |
|
|
|
111,425 |
|
|
|
977,595 |
|
|
|
217,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising
|
|
|
27,932 |
|
|
|
14,532 |
|
|
|
160,926 |
|
|
|
4,787 |
|
Research
and development
|
|
|
25,419 |
|
|
|
19,374 |
|
|
|
85,610 |
|
|
|
75,706 |
|
Selling,
general and administrative expenses
|
|
|
32,800 |
|
|
|
17,536 |
|
|
|
206,954 |
|
|
|
19,922 |
|
Total
expenses
|
|
|
86,151 |
|
|
|
51,442 |
|
|
|
453,490 |
|
|
|
100,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
|
160,595 |
|
|
|
59,983 |
|
|
|
524,105 |
|
|
|
117,334 |
|
Other
income / (expense), net
|
|
|
5,391 |
|
|
|
3,921 |
|
|
|
41,634 |
|
|
|
1,403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
$ |
165,986 |
|
|
$ |
63,904 |
|
|
$ |
565,739 |
|
|
$ |
118,737 |
|
|
|
Outdoor/
|
|
|
|
|
|
Automotive/
|
|
|
|
|
Fiscal
year ended December 29, 2007
|
|
Fitness
|
|
|
Marine
|
|
|
Mobile
|
|
|
Aviation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$ |
339,741 |
|
|
$ |
203,399 |
|
|
$ |
2,342,184 |
|
|
$ |
294,995 |
|
Cost
of goods sold
|
|
|
155,086 |
|
|
|
93,230 |
|
|
|
1,368,979 |
|
|
|
99,769 |
|
Gross
profit
|
|
|
184,655 |
|
|
|
110,169 |
|
|
|
973,205 |
|
|
|
195,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising
|
|
|
17,170 |
|
|
|
11,387 |
|
|
|
172,910 |
|
|
|
5,481 |
|
Research
and development
|
|
|
23,302 |
|
|
|
16,879 |
|
|
|
59,390 |
|
|
|
59,835 |
|
Selling,
general and administrative expenses
|
|
|
23,949 |
|
|
|
14,527 |
|
|
|
132,155 |
|
|
|
18,919 |
|
Total
expenses
|
|
|
64,421 |
|
|
|
42,793 |
|
|
|
364,455 |
|
|
|
84,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
|
120,234 |
|
|
|
67,376 |
|
|
|
608,750 |
|
|
|
110,991 |
|
Other
income / (expense), net
|
|
|
7,570 |
|
|
|
4,544 |
|
|
|
56,392 |
|
|
|
2,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
$ |
127,804 |
|
|
$ |
71,920 |
|
|
$ |
665,142 |
|
|
$ |
113,407 |
|
Comparison
of 52-Weeks Ended December 26, 2009 and December 27, 2008
Net
Sales
|
|
52-weeks
ended
December
26, 2009
|
|
|
52-weeks
ended
December
27, 2008
|
|
|
Year
over Year
|
|
|
|
Net
Sales
|
|
|
%
of Revenues
|
|
|
Net
Sales
|
|
|
%
of Revenues
|
|
|
$
Change
|
|
|
%
Change
|
|
Outdoor/Fitness
|
|
$ |
468,924 |
|
|
|
15.9 |
% |
|
$ |
427,783 |
|
|
|
12.2 |
% |
|
$ |
41,141 |
|
|
|
9.6 |
% |
Marine
|
|
|
177,644 |
|
|
|
6.0 |
% |
|
|
204,477 |
|
|
|
5.9 |
% |
|
|
(26,833 |
) |
|
|
-13.1 |
% |
Automotive/Mobile
|
|
|
2,054,127 |
|
|
|
69.7 |
% |
|
|
2,538,411 |
|
|
|
72.6 |
% |
|
|
(484,284 |
) |
|
|
-19.1 |
% |
Aviation
|
|
|
245,745 |
|
|
|
8.4 |
% |
|
|
323,406 |
|
|
|
9.3 |
% |
|
|
(77,661 |
) |
|
|
-24.0 |
% |
Total
|
|
$ |
2,946,440 |
|
|
|
100.0 |
% |
|
$ |
3,494,077 |
|
|
|
100.0 |
% |
|
$ |
(547,637 |
) |
|
|
-15.7 |
% |
Net sales
decreased 15.7% in 2009 when compared to the year-ago period. The decrease
occurred across all segments, except outdoor/fitness, with the greatest
decreases in the automotive/mobile and aviation segments. Automotive/mobile
revenue remains the largest portion of our revenue mix, but declined from 72.6%
in 2008 to 69.7% in 2009.
Total
unit sales decreased 2% to 16.6 million in 2009 from 16.9 million in 2008. The
lower unit sales volume was attributable to declining volumes across all
segments, excluding outdoor/fitness, with the greatest percentage declines
occurring in aviation and marine. The lower volumes were driven primarily by the
macroeconomic conditions and reduced inventory levels with many of our retail
partners.
Automotive/mobile
segment revenue declined 19.1% in 2009 as the average selling price declined 18%
and volumes declined 2%. Average selling price declines continue to be
attributable to the competitive environment in which our automotive/mobile
products compete. The aviation and marine segments declined 24.0% and
13.1%, respectively in 2009, as both industries experienced significant
slowdowns associated with the macroeconomic
conditions. Outdoor/fitness segment revenue increased 9.6% due to new
product introductions, including the Dakota™ series, the Forerunner® 405CX, the
Forerunner® 310XT and Edge® 500, and increasing global penetration of the
fitness category. All segments showed improving trends in the second
half of 2009 as the macroeconomic conditions improved.
The
Company anticipates revenue growth between 0-5% in 2010 driven by mobile product
initiatives and growth in the outdoor/fitness, aviation and marine
segments. In general, management believes that continuous innovation
and the introduction of new products are essential for future revenue
growth.
Gross
Profit
|
|
52-weeks ended
December 26, 2009
|
|
|
52-weeks ended
December 27, 2008
|
|
|
Year over Year
|
|
|
|
Gross
Profit
|
|
|
%
of Revenues
|
|
|
Gross
Profit
|
|
|
%
of Revenues
|
|
|
$
Change
|
|
|
%
Change
|
|
Outdoor/Fitness
|
|
$ |
306,842 |
|
|
|
65.4 |
% |
|
$ |
246,746 |
|
|
|
57.7 |
% |
|
$ |
60,096 |
|
|
|
24.4 |
% |
Marine
|
|
|
105,215 |
|
|
|
59.2 |
% |
|
|
111,425 |
|
|
|
54.5 |
% |
|
|
(6,210 |
) |
|
|
-5.6 |
% |
Automotive/Mobile
|
|
|
861,900 |
|
|
|
42.0 |
% |
|
|
977,595 |
|
|
|
38.5 |
% |
|
|
(115,695 |
) |
|
|
-11.8 |
% |
Aviation
|
|
|
170,154 |
|
|
|
69.2 |
% |
|
|
217,749 |
|
|
|
67.3 |
% |
|
|
(47,595 |
) |
|
|
-21.9 |
% |
Total
|
|
$ |
1,444,111 |
|
|
|
49.0 |
% |
|
$ |
1,553,515 |
|
|
|
44.5 |
% |
|
$ |
(109,404 |
) |
|
|
-7.0 |
% |
The decrease in gross profit dollars
was primarily attributable to the automotive/mobile and aviation segments where
the effects of revenue declines were partially offset by the improved gross
margins earned. Gross profit margin percentage for the Company
overall increased 450 basis points as margins expanded in all
segments.
The
automotive/mobile segment gross profit margin percentage increase of 350 basis
points was driven by material costs reductions partially offset by inventory
reserves associated with the mobile handset initiative and price
declines. Management believes that gross margins for this segment
will decline in 2010 due to ongoing price declines outpacing product cost
declines. Outdoor/fitness gross margin increased principally due to a
newer suite of higher margin products. Gross profit margin percentage
for marine and aviation increased compared to 2008 due to increased average
selling price and decreases in per unit costs driven by product mix and material
cost reductions.
Advertising
Expenses
|
|
52-weeks
ended
December
26, 2009
|
|
|
52-weeks
ended
December
27, 2008
|
|
|
|
|
|
|
|
|
|
Advertising
|
|
|
|
|
|
Advertising
|
|
|
|
|
|
Year
over Year
|
|
|
|
Expense
|
|
|
%
of Revenues
|
|
|
Expense
|
|
|
%
of Revenues
|
|
|
$
Change
|
|
|
%
Change
|
|
Outdoor/Fitness
|
|
$ |
23,262 |
|
|
|
5.0 |
% |
|
$ |
27,932 |
|
|
|
6.5 |
% |
|
$ |
(4,670 |
) |
|
|
-16.7 |
% |
Marine
|
|
|
9,682 |
|
|
|
5.5 |
% |
|
|
14,532 |
|
|
|
7.1 |
% |
|
|
(4,850 |
) |
|
|
-33.4 |
% |
Automotive/Mobile
|
|
|
118,713 |
|
|
|
5.8 |
% |
|
|
160,926 |
|
|
|
6.3 |
% |
|
|
(42,213 |
) |
|
|
-26.2 |
% |
Aviation
|
|
|
3,864 |
|
|
|
1.6 |
% |
|
|
4,787 |
|
|
|
1.5 |
% |
|
|
(923 |
) |
|
|
-19.3 |
% |
Total
|
|
$ |
155,521 |
|
|
|
5.3 |
% |
|
$ |
208,177 |
|
|
|
6.0 |
% |
|
$ |
(52,656 |
) |
|
|
-25.3 |
% |
Advertising expense decreased both as a
percentage of sales and in absolute dollars when compared to 2008. As
a percent of sales, advertising expenses declined to 5.3% in 2009 compared to
6.0% in 2008. The decrease was a result of actions taken by the
company to reduce costs as the macroeconomic conditions impacted sales across
our segments and around the world combined with lower cooperative advertising
which is tied to net sales levels. Management expects to maintain
advertising as a percentage of sales constant in 2010.
Selling,
General and Administrative Expenses
|
|
52-weeks
ended
December
26, 2009
|
|
|
52-weeks
ended
December
27, 2008
|
|
|
|
|
|
|
|
|
|
Selling,
General &
|
|
|
|
|
|
Selling,
General &
|
|
|
|
|
|
Year
over Year
|
|
|
|
Admin.
Expenses
|
|
|
%
of Revenues
|
|
|
Admin.
Expenses
|
|
|
%
of Revenues
|
|
|
$
Change
|
|
|
%
Change
|
|
Outdoor/Fitness
|
|
$ |
47,799 |
|
|
|
10.2 |
% |
|
$ |
32,800 |
|
|
|
7.7 |
% |
|
$ |
14,999 |
|
|
|
45.7 |
% |
Marine
|
|
|
18,177 |
|
|
|
10.2 |
% |
|
|
17,536 |
|
|
|
8.6 |
% |
|
|
641 |
|
|
|
3.7 |
% |
Automotive/Mobile
|
|
|
172,473 |
|
|
|
8.4 |
% |
|
|
206,954 |
|
|
|
8.2 |
% |
|
|
(34,481 |
) |
|
|
-16.7 |
% |
Aviation
|
|
|
25,753 |
|
|
|
10.5 |
% |
|
|
19,922 |
|
|
|
6.2 |
% |
|
|
5,831 |
|
|
|
29.3 |
% |
Total
|
|
$ |
264,202 |
|
|
|
9.0 |
% |
|
$ |
277,212 |
|
|
|
7.9 |
% |
|
|