UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 3, 2009
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________
Commission file number: 001-14845
TRIMBLE NAVIGATION LIMITED
(Exact name of registrant as specified in its charter)
California |
94-2802192 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
935 Stewart Drive, Sunnyvale, CA 94085
(Address of principal executive offices) (Zip Code)
Telephone Number (408) 481-8000
(Registrant's telephone number, including area code)
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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Yes o No o
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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer x |
Accelerated Filer o |
Non-accelerated Filer o (Do not check if a smaller reporting company) |
Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
As of August 6, 2009, there were 119,807,371 shares of Common Stock (no par value) outstanding.
TRIMBLE NAVIGATION LIMITED
FORM 10-Q for the Quarter Ended July 3, 2009
TABLE OF CONTENTS
PART I. |
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Financial Information |
Page |
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ITEM 1. |
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Financial Statements (Unaudited): |
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3 |
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4 |
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5 |
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6 |
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ITEM 2. |
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21 |
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ITEM 3. |
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31 |
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ITEM 4. |
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32 |
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PART II. |
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Other Information |
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ITEM 1. |
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32 |
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ITEM 1A. |
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32 |
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ITEM 4. |
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32 |
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ITEM 6. |
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34 |
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35 |
PART I – FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TRIMBLE NAVIGATION LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
|
|
July 3,
2009 |
|
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January 2,
2009 |
|
(Dollars in thousands) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
|
$ |
190,154 |
|
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$ |
147,531 |
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Accounts receivable, net |
|
|
199,928 |
|
|
|
204,269 |
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Other receivables |
|
|
9,747 |
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17,540 |
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Inventories, net |
|
|
168,272 |
|
|
|
160,893 |
|
Deferred income taxes |
|
|
36,358 |
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|
|
41,810 |
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Other current assets |
|
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18,392 |
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16,404 |
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Total current assets |
|
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622,851 |
|
|
|
588,447 |
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Property and equipment, net |
|
|
48,905 |
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|
|
50,175 |
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Goodwill |
|
|
746,159 |
|
|
|
715,571 |
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Other purchased intangible assets, net |
|
|
223,682 |
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|
|
228,901 |
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Other non-current assets |
|
|
49,446 |
|
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|
51,922 |
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Total assets |
|
$ |
1,691,043 |
|
|
$ |
1,635,016 |
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LIABILITIES |
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Current liabilities: |
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|
|
|
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Current portion of long-term debt |
|
$ |
48 |
|
|
$ |
124 |
|
Accounts payable |
|
|
55,596 |
|
|
|
49,611 |
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Accrued compensation and benefits |
|
|
45,196 |
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|
41,291 |
|
Deferred revenue |
|
|
68,603 |
|
|
|
55,241 |
|
Accrued warranty expense |
|
|
14,161 |
|
|
|
13,332 |
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Other current liabilities |
|
|
39,160 |
|
|
|
63,719 |
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Total current liabilities |
|
|
222,764 |
|
|
|
223,318 |
|
Non-current portion of long-term debt |
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|
151,460 |
|
|
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151,464 |
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Non-current deferred revenue |
|
|
9,145 |
|
|
|
12,418 |
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Deferred income taxes |
|
|
36,453 |
|
|
|
42,207 |
|
Other non-current liabilities |
|
|
63,877 |
|
|
|
61,553 |
|
Total liabilities |
|
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483,699 |
|
|
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490,960 |
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Commitments and contingencies |
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EQUITY |
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Shareholders' equity: |
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Preferred stock no par value; 3,000 shares authorized; none outstanding |
|
|
- |
|
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- |
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Common stock, no par value; 180,000 shares authorized; 119,612 and 119,051 shares issued and outstanding at July 3, 2009 and January 2, 2009, respectively |
|
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699,790 |
|
|
|
684,831 |
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Retained earnings |
|
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466,243 |
|
|
|
427,921 |
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Accumulated other comprehensive income |
|
|
36,934 |
|
|
|
27,649 |
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Total Trimble Navigation Ltd. shareholders' equity |
|
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1,202,967 |
|
|
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1,140,401 |
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Noncontrolling interests |
|
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4,377 |
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|
|
3,655 |
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Total equity |
|
|
1,207,344 |
|
|
|
1,144,056 |
|
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Total liabilities and equity |
|
$ |
1,691,043 |
|
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$ |
1,635,016 |
|
See accompanying Notes to the Condensed Consolidated Financial Statements.
TRIMBLE NAVIGATION LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
|
|
Three Months Ended |
|
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Six Months Ended |
|
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
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July 3,
2009 |
|
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June 27,
2008 |
|
(Dollars in thousands, except per share data) |
|
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Revenue (1) |
|
$ |
290,063 |
|
|
$ |
377,767 |
|
|
$ |
579,017 |
|
|
$ |
733,063 |
|
Cost of sales (1) |
|
|
147,263 |
|
|
|
190,668 |
|
|
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292,259 |
|
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|
371,588 |
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Gross margin |
|
|
142,800 |
|
|
|
187,099 |
|
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286,758 |
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361,475 |
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Operating expenses |
|
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Research and development |
|
|
33,457 |
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39,405 |
|
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67,594 |
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|
76,750 |
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Sales and marketing |
|
|
45,163 |
|
|
|
51,904 |
|
|
|
94,098 |
|
|
|
103,062 |
|
General and administrative |
|
|
26,622 |
|
|
|
25,289 |
|
|
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52,664 |
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|
|
47,979 |
|
Restructuring charges |
|
|
1,302 |
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|
|
2,414 |
|
|
|
4,925 |
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|
|
2,414 |
|
Amortization of purchased intangible assets |
|
|
7,530 |
|
|
|
5,163 |
|
|
|
14,499 |
|
|
|
10,306 |
|
Total operating expenses |
|
|
114,074 |
|
|
|
124,175 |
|
|
|
233,780 |
|
|
|
240,511 |
|
Operating income |
|
|
28,726 |
|
|
|
62,924 |
|
|
|
52,978 |
|
|
|
120,964 |
|
Non-operating income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
223 |
|
|
|
508 |
|
|
|
422 |
|
|
|
965 |
|
Interest expense |
|
|
(465) |
|
|
|
(413) |
|
|
|
(958) |
|
|
|
(1,175) |
|
Foreign currency transaction gain (loss), net |
|
|
(216) |
|
|
|
1,253 |
|
|
|
(32) |
|
|
|
2,221 |
|
Income from joint ventures |
|
|
352 |
|
|
|
2,618 |
|
|
|
520 |
|
|
|
4,633 |
|
Other income (expense), net |
|
|
1,161 |
|
|
|
153 |
|
|
|
447 |
|
|
|
(754) |
|
Total non-operating income, net |
|
|
1,055 |
|
|
|
4,119 |
|
|
|
399 |
|
|
|
5,890 |
|
Income before taxes |
|
|
29,781 |
|
|
|
67,043 |
|
|
|
53,377 |
|
|
|
126,854 |
|
Income tax provision |
|
|
8,631 |
|
|
|
18,444 |
|
|
|
14,530 |
|
|
|
38,188 |
|
Net income |
|
|
21,150 |
|
|
|
48,599 |
|
|
|
38,847 |
|
|
|
88,666 |
|
Less: Net income attributable to noncontrolling interests |
|
|
293 |
|
|
|
- |
|
|
|
525 |
|
|
|
- |
|
Net income attributable to Trimble Navigation Ltd. |
|
$ |
20,857 |
|
|
$ |
48,599 |
|
|
$ |
38,322 |
|
|
$ |
88,666 |
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.17 |
|
|
$ |
0.40 |
|
|
$ |
0.32 |
|
|
$ |
0.73 |
|
Shares used in calculating basic earnings per share |
|
|
119,551 |
|
|
|
121,523 |
|
|
|
119,406 |
|
|
|
121,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.17 |
|
|
$ |
0.39 |
|
|
$ |
0.32 |
|
|
$ |
0.71 |
|
Shares used in calculating diluted earnings per share |
|
|
121,897 |
|
|
|
125,712 |
|
|
|
121,411 |
|
|
|
125,435 |
|
(1) Sales to related parties, Caterpillar Trimble Control Technologies Joint Venture (CTCT) and Nikon-Trimble Joint Venture (Nikon-Trimble), were $3.5 million and $8.7 million for the three months ended July 3, 2009 and June 27, 2008, respectively, with associated cost of sales to those related parties of $2.3 million and $7.2 million,
respectively. Sales to CTCT and Nikon-Trimble were $7.9 million and $15.2 million for the six months ended July 3, 2009 and June 27, 2008, respectively, with associated cost of sales of $5.2 million and $11.8 million, respectively. In addition, cost of sales associated with related party net inventory purchases were $6.0 million and $7.4 million for the three months ended July 3, 2009 and June 27, 2008, respectively, and $10.5 million and $13.5 million for the six months ended July 3, 2009
and June 27, 2008, respectively. See Note 4 regarding joint ventures for further information about related party transactions.
See accompanying Notes to the Condensed Consolidated Financial Statements.
TRIMBLE NAVIGATION LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
|
Six Months Ended |
|
|
|
|
July 3,
2009 |
|
|
|
June 27,
2008 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
38,847 |
|
|
$ |
88,666 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation expense |
|
|
9,071 |
|
|
|
9,274 |
|
Amortization expense |
|
|
25,348 |
|
|
|
21,811 |
|
Provision for doubtful accounts |
|
|
3,053 |
|
|
|
119 |
|
Amortization of debt issuance costs |
|
|
113 |
|
|
|
113 |
|
Deferred income taxes |
|
|
(3,406) |
|
|
|
(2,791) |
|
Stock-based compensation |
|
|
8,780 |
|
|
|
7,777 |
|
Income from joint ventures |
|
|
(520) |
|
|
|
(4,633) |
|
Gain on bargain purchase |
|
|
(386) |
|
|
|
- |
|
Excess tax benefit for stock-based compensation |
|
|
(304) |
|
|
|
(5,249) |
|
Provision for excess and obsolete inventories |
|
|
2,933 |
|
|
|
3,283 |
|
Other non-cash items |
|
|
(2,360) |
|
|
|
1 |
|
Add decrease (increase) in assets: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
4,117 |
|
|
|
(26,832) |
|
Other receivables |
|
|
5,242 |
|
|
|
481 |
|
Inventories |
|
|
(7,556) |
|
|
|
(8,997) |
|
Other current and non-current assets |
|
|
2,289 |
|
|
|
(464) |
|
Add increase (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
|
4,790 |
|
|
|
4,637 |
|
Accrued compensation and benefits |
|
|
2,808 |
|
|
|
(303) |
|
Accrued liabilities |
|
|
8,591 |
|
|
|
(597) |
|
Deferred revenue |
|
|
7,224 |
|
|
|
3,974 |
|
Income taxes payable |
|
|
- |
|
|
|
10,093 |
|
Net cash provided by operating activities |
|
|
108,674 |
|
|
|
100,363 |
|
|
|
|
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
|
|
|
Acquisitions of businesses, net of cash acquired |
|
|
(39,029) |
|
|
|
(45,082) |
|
Acquisitions of property and equipment |
|
|
(7,415) |
|
|
|
(7,932) |
|
Acquisitions of intangible assets |
|
|
(26,839) |
|
|
|
(165) |
|
Other |
|
|
(513) |
|
|
|
302 |
|
Net cash used in investing activities |
|
|
(73,796) |
|
|
|
(52,877) |
|
|
|
|
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
|
|
|
Issuances of common stock |
|
|
5,775 |
|
|
|
15,425 |
|
Excess tax benefit for stock-based compensation |
|
|
304 |
|
|
|
5,249 |
|
Repurchase and retirement of common stock |
|
|
- |
|
|
|
(36,293) |
|
Payments on long-term debt and revolving credit lines |
|
|
(149) |
|
|
|
(60,314) |
|
Net cash provided by (used in) financing activities |
|
|
5,930 |
|
|
|
(75,933) |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
1,815 |
|
|
|
5,068 |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
42,623 |
|
|
|
(23,379) |
|
Cash and cash equivalents, beginning of period |
|
|
147,531 |
|
|
|
103,202 |
|
Cash and cash equivalents, end of period |
|
$ |
190,154 |
|
|
$ |
79,823 |
|
See accompanying Notes to the Condensed Consolidated Financial Statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
NOTE 1. OVERVIEW AND BASIS OF PRESENTATION
Trimble Navigation Limited (the Company), incorporated in California in 1981, provides positioning solutions to commercial and government users in a large number of markets. These markets include surveying, agriculture, construction, asset management, mapping, and mobile resource management.
The Company has a 52-53 week fiscal year, ending on the Friday nearest to December 31, which for fiscal 2008 was January 2, 2009. The second quarters of fiscal 2009 and fiscal 2008 ended on July 3, 2009 and June 27, 2008, respectively. Fiscal 2009 is a 52-week year and fiscal 2008 was a 53-week year. Unless otherwise
stated, all dates refer to the Company’s fiscal year and fiscal periods.
The Condensed Consolidated Financial Statements include the results of the Company and its majority-owned subsidiaries. Inter-company accounts and transactions have been eliminated. Noncontrolling interests represent the minority shareholders’ proportionate share of the net assets and results of operations
of the Company’s majority-owned subsidiaries.
The accompanying financial data as of July 3, 2009 and for the three and six months ended July 3, 2009 and June 27, 2008 has been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the U.S. have been condensed or omitted pursuant to such rules and regulations. The Condensed Consolidated Balance Sheet as of January 2, 2009 is derived from the audited Consolidated Financial Statements included in the Annual Report on Form 10-K of Trimble Navigation Limited for fiscal year 2008. Certain amounts from prior periods have been reclassified to conform to the current period presentation. The following discussion
should be read in conjunction with the Company’s 2008 Annual Report on Form 10-K.
The preparation of financial statements in accordance with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in its Condensed Consolidated Financial Statements and accompanying notes. Management bases its estimates on historical experience
and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates.
In the opinion of management, all adjustments necessary to present a fair statement of financial position as of July 3, 2009, results of operations for the three and six months ended July 3, 2009 and June 27, 2008 and cash flows for the six months ended July 3, 2009 and June 27, 2008, as applicable, have been made. The results
of operations for the three and six months ended July 3, 2009 are not necessarily indicative of the operating results for the full fiscal year or any future periods. Individual segment revenue may be affected by seasonal buying patterns and general economic conditions. The Company has evaluated all subsequent events through August 10, 2009, which is the date that these financial statements have been filed with the Securities and Exchange Commission (“SEC”). No material subsequent
events have occurred since July 3, 2009 that required recognition or disclosure in these financial statements.
NOTE 2. UPDATES TO SIGNIFICANT ACCOUNTING POLICIES
There have been no changes to the Company’s significant accounting polices during the six months ended July 3, 2009 from those disclosed in the Company’s 2008 Form 10-K.
Recent Accounting Pronouncements
Updates to recent accounting standards as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2009 are as follows:
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which clarifies the definition of fair value, establishes a framework for measuring fair value within GAAP, and expands the disclosures regarding fair value measurements. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2
deferring the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. The Company adopted SFAS No. 157 in its first quarter of fiscal 2008, except for those items specifically deferred under FSP No. SFAS 157-2, which were adopted in the first quarter of fiscal 2009. The adoption
of SFAS No. 157 did not have a material impact on the Company’s financial position, results of operations, or cash flows.
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree, and recognizes
and measures the goodwill acquired in the business combination or a gain from a bargain purchase. SFAS No. 141(R) also sets forth the disclosures required to be made in the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Accordingly, the Company adopted this
standard in its first quarter of fiscal 2009. The Company expects SFAS No. 141(R) will have an impact on the Company’s financial position, results of operations, or cash flows, but the nature and magnitude of the specific effects will depend largely upon the nature and size of the Company’s business combinations. SFAS No. 141(R) did not have a material impact in the first half of fiscal 2009.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51”. SFAS 160 changed the accounting and reporting for minority interests, which were re-characterized as noncontrolling interests and classified as a component of equity. This new consolidation method significantly changed
the accounting for transactions with minority interest holders. SFAS 160 required retroactive adoption of the presentation and disclosure requirements for previously existing minority interests. All other requirements of SFAS 160 are applied prospectively. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company adopted this standard in the first quarter of fiscal 2009. The adoption of SFAS 160 did not have a material impact on
the Company’s financial position, results of operations, or cash flows.
In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities - An Amendment of FASB Statement No. 133”, which requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for
under SFAS 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company adopted this standard in the first quarter of fiscal 2009. The adoption of SFAS 161 did not have an impact on the Company’s
financial position, results of operations, or cash flows.
In May 2009, the FASB issued SFAS No. 165, “Subsequent Events”, which became effective for and was adopted by the Company during the second quarter of fiscal 2009. SFAS 165 establishes the accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or
are available to be issued. Specifically, this standard sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred
after the balance sheet date. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. Adoption of SFAS 165 did not have an impact on the Company’s financial position, results of operations or cash flows, other than the disclosures required by SFAS No. 165.
In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”. SFAS No. 167 amends FIN 46(R), “Consolidation of Variable Interest Entities,” and changes the consolidation guidance applicable to a variable interest entity (“VIE”). It also amends the guidance governing
the determination of whether an enterprise is the primary beneficiary of a VIE, and is, therefore, required to consolidate an entity, by requiring a qualitative analysis rather than a quantitative analysis. The qualitative analysis will include, among other things, consideration of who has the power to direct the activities of the entity that most significantly impact the entity’s economic performance and who has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially
be significant to the VIE. This standard also requires continuous reassessments of whether an enterprise is the primary beneficiary of a VIE. Previously, FIN 46(R) required reconsideration of whether an enterprise was the primary beneficiary of a VIE only when specific events had occurred. SFAS 167 is effective for interim and annual reporting periods that begin after November 15, 2009. The Company will adopt this standard in fiscal 2010. The Company is evaluating the impact of the adoption
of SFAS No. 167 on its financial position, results of operations and cash flows.
In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. SFAS 168 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized
by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Codification will supersede all accounting standards in U.S. GAAP, aside from those issued by the SEC.
The Company will update its disclosures to conform to the Codification in its Form 10-Q for the third quarter of 2009.
NOTE 3. SHAREHOLDERS’ EQUITY
Stock Repurchase Activities
In January 2008, the Company’s Board of Directors authorized a stock repurchase program (“2008 Stock Repurchase Program”), authorizing the Company to repurchase up to $250 million of Trimble’s common stock under this program. During the six months ended June 27, 2008, the Company repurchased approximately 1,255,000
shares of common stock in open market purchases at an average price of $28.90 per share, for a total of $36.3 million. To date, the Company has repurchased approximately 4,243,000 shares of common stock in open market purchases at an average price of $29.67 per share, for a total of $125.9 million. The purchase price was reflected as a decrease to common stock based on the average stated value per share with the remainder to retained earnings. No shares of common stock were repurchased during the six months ended
July 3, 2009. Common stock repurchases under the program were recorded based upon the trade date for accounting purposes. All common shares repurchased under this program have been retired. As of July 3, 2009, the 2008 Stock Repurchase Program had remaining authorized funds of $124.1 million. The timing and actual number of future shares repurchased will depend on a variety of factors including price, regulatory requirements, capital availability, and other market conditions. The
program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time without public notice.
Stock-Based Compensation
The Company accounts for its employee stock options and rights to purchase shares under its stock participation plans at fair value, in accordance with SFAS 123(R), “Share-Based Payment.” SFAS 123(R) requires stock-based compensation to be estimated using the fair value on the date of grant using an option-pricing model.
The value of the portion of the award that is expected to vest is recognized as expense over the related employees’ requisite service periods in the Company’s Condensed Consolidated Statements of Income.
The following table summarizes stock-based compensation expense, net of tax, related to employee stock-based compensation included in the Condensed Consolidated Statements of Income in accordance with SFAS 123(R) for the three and six months ended July 3, 2009 and June 27, 2008.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
$ |
477 |
|
|
$ |
487 |
|
|
$ |
915 |
|
|
$ |
980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
854 |
|
|
|
916 |
|
|
|
1,638 |
|
|
|
1,833 |
|
Sales and marketing |
|
|
1,062 |
|
|
|
931 |
|
|
|
2,066 |
|
|
|
1,961 |
|
General and administrative |
|
|
2,161 |
|
|
|
1,461 |
|
|
|
4,161 |
|
|
|
3,003 |
|
Total operating expenses |
|
|
4,077 |
|
|
|
3,308 |
|
|
|
7,865 |
|
|
|
6,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense |
|
|
4,554 |
|
|
|
3,795 |
|
|
|
8,780 |
|
|
|
7,777 |
|
Tax benefit (1) |
|
|
(726) |
|
|
|
(458) |
|
|
|
(1,117) |
|
|
|
(552) |
|
Total stock-based compensation expense, net of tax |
|
$ |
3,828 |
|
|
$ |
3,337 |
|
|
$ |
7,663 |
|
|
$ |
7,225 |
|
(1) Tax benefit related to U.S. non-qualified options and restricted stock units, applying a Federal statutory and State (Federal effected) tax rate for the respective periods.
Options
Stock option expense recognized during the period is based on the value of the portion of the stock option that is expected to vest during the period. The fair value of each stock option is estimated on the date of grant using a binomial valuation model. The Black-Scholes model was used to value those options granted prior to
the fourth quarter of fiscal 2005. Similar to the Black-Scholes model, the binomial model takes into account variables such as volatility, dividend yield rate, and risk free interest rate. For options granted during the three and six months ended July 3, 2009 and June 27, 2008, the following weighted average assumptions were used:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
|
July 3,
2009 |
|
|
June 27,
2008 |
Expected dividend yield |
|
-- |
|
|
-- |
|
|
-- |
|
|
-- |
Expected stock price volatility |
|
46.7% |
|
|
39.8% |
|
|
46.7% |
|
|
39.7% |
Risk free interest rate |
|
1.8% |
|
|
2.7% |
|
|
1.9% |
|
|
2.7% |
Expected life of option |
|
4.3 years |
|
|
4.1 years |
|
|
4.2 years |
|
|
4.1 years |
Expected Dividend Yield – The dividend yield assumption is based on the Company’s history and expectation of dividend payouts.
Expected Stock Price Volatility – The Company’s computation of expected volatility is based on a combination of implied volatilities from traded options on the Company’s stock and historical volatility, commensurate with the expected life of the stock options.
Expected Risk Free Interest Rate – The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected life of the stock options.
Expected Life Of Option – The Company’s expected life represents the period that the Company’s stock options are expected to be outstanding and is determined based on historical experience of similar stock options with consideration to the contractual terms
of the stock options, vesting schedules, and expectations of future employee behavior.
NOTE 4. JOINT VENTURES
Caterpillar Trimble Control Technologies Joint Venture
On April 1, 2002, Caterpillar Trimble Control Technologies LLC (CTCT), a joint venture formed by the Company and Caterpillar, began operations. CTCT develops advanced electronic guidance and control products for earth moving machines in the construction and mining industries. The joint venture is 50% owned by the Company and 50% owned
by Caterpillar, with equal voting rights. The joint venture is accounted for under the equity method of accounting. Under the equity method, the Company’s share of profits and losses are included in Income from joint ventures in the Non-operating income, net section of the Condensed Consolidated Statements of Income. During the three and six months ended July 3, 2009, the Company recorded $0.9 million and $1.6 million, respectively, as its proportionate share of CTCT net income. During
the comparable period of 2008, the Company recorded $2.9 million and $4.7 million, respectively, as its proportionate share of CTCT net income. During the three and six months ended July 3, 2009 and June 27, 2008, there were no dividends received from CTCT. The carrying amount of the investment in CTCT was $8.6 million at July 3, 2009 and $7.0 million at January 2, 2009 and is included in Other non-current assets on the Condensed Consolidated Balance Sheets.
The Company acts as a contract manufacturer for CTCT. Products are manufactured based on orders received from CTCT and are sold at direct cost, plus a mark-up for the Company’s overhead costs to CTCT. CTCT then resells products at cost, plus a mark-up in consideration for CTCT’s research and development
efforts to both Caterpillar and to the Company for sales through their respective distribution channels. Generally, the Company sells products through its after-market dealer channel, and Caterpillar sells products for factory and dealer installation. CTCT does not have net inventory on its balance sheet in that the resale of products to Caterpillar and the Company occur simultaneously when the products are purchased from the Company. During the three and six months ended July 3, 2009, the
Company recorded $0.6 million and $1.5 million of revenue, respectively, and $0.6 million and $1.4 million of cost of sales, respectively, for the manufacturing of products sold by the Company to CTCT and then sold through the Caterpillar distribution channel. During the comparable three and six months ended June 27, 2008, the Company recorded $3.5 million and $6.2 million of revenue, respectively, and $3.1 million and $5.4 million of cost of sales, respectively, for the manufacturing of products sold
by the Company to CTCT and then sold through the Caterpillar distribution channel. In addition, during the three and six months ended July 3, 2009, the Company recorded $6.0 million and $10.5 million in net cost of sales for the manufacturing of products sold by the Company to CTCT and then repurchased by the Company upon sale through the Company’s distribution channel. The comparable net cost of sales recorded by the Company for the three and six months ended June 27, 2008 were $7.4
million and $13.5 million, respectively.
In addition, the Company received reimbursement of employee-related costs from CTCT for company employees dedicated to CTCT or performance of work for CTCT totaling $2.6 million and $5.3 million for the three and six months ended July 3, 2009, respectively, and totaling $3.5 million and $7.5 million for the three and six
months ended June 27, 2008, respectively. The reimbursements were offset against operating expense.
At July 3, 2009 and January 2, 2009, the Company had amounts due to and from CTCT. Receivables and payables to CTCT are settled individually with terms comparable to other non-related parties. The amounts due to and from CTCT are presented on a gross basis in the Condensed Consolidated Balance Sheets. At
July 3, 2009 and January 2, 2009, the receivables from CTCT were $5.0 million and $4.1 million, respectively, and are included within Accounts receivable, net, on the Condensed Consolidated Balance Sheets. As of the same dates, the payables due to CTCT were $5.9 million and $3.1 million, respectively, and are included within Accounts payable on the Condensed Consolidated Balance Sheets.
Nikon-Trimble Joint Venture
On March 28, 2003, Nikon-Trimble Co., Ltd (Nikon-Trimble), a joint venture, was formed by the Company and Nikon Corporation. The joint venture began operations in July 2003 and is 50% owned by the Company and 50% owned by Nikon, with equal voting rights. It focuses on the design and manufacture of surveying instruments including
mechanical total stations and related products.
The joint venture is accounted for under the equity method of accounting. Under the equity method, the Company’s share of profits and losses are included in Income from joint ventures in the Non-operating income, net section of the Condensed Consolidated Statements of Income. During the three and six months
ended July 3, 2009, the Company recorded a loss of $0.6 million and $1.1 million, respectively, and during the three and six months ended June 27, 2008, the Company recorded a loss of $0.3 million and $0.1 million, respectively, as its proportionate share of Nikon-Trimble net income. During the three and six months ended July 3, 2009, there were no dividends received from Nikon-Trimble. During the three and six months ended June 27, 2008, dividends received from Nikon-Trimble, amounted
to $0.2 million, and were recorded against Other non-current assets on the Condensed Consolidated Balance Sheets. The carrying amount of the investment in Nikon-Trimble was $12.8 million at July 3, 2009 and $13.9 million at January 2, 2009, and is included in Other non-current assets on the Condensed Consolidated Balance Sheets.
Nikon-Trimble is the distributor in Japan for Nikon and the Company’s products. The Company is the exclusive distributor outside of Japan for Nikon branded survey products. For products sold by the Company to Nikon-Trimble, revenue is recognized by the Company on a sell-through basis from Nikon-Trimble to the end customer.
The terms and conditions of the sales of products from the Company to Nikon-Trimble are comparable with those of the standard distribution agreements which the Company maintains with its dealer channel and margins earned are similar to those from third party dealers. Similarly, the purchases of product by the Company from Nikon-Trimble
are made on terms comparable with the arrangements which Nikon maintained with its international distribution channel prior to the formation of the joint venture with the Company. During the three and six months ended July 3, 2009, the Company recorded $2.9 million and $6.4 million of revenue and $1.7 million and $3.8 million of cost of sales for the manufacturing of products sold by the Company to Nikon-Trimble. During the three and six months ended June 27, 2008, the Company recorded $5.1 million
and $9.0 million of revenue and $4.1 million and $6.4 million of cost of sales for the manufacturing of products sold by the Company to Nikon-Trimble. The Company also purchases product from Nikon-Trimble for future sales to third party customers. Purchases of inventory from Nikon-Trimble were $2.4 million and $4.0 million during the three and six months ended July 3, 2009, respectively, and $4.1 million and $7.0 million during the three and six months ended June 27, 2008, respectively.
At July 3, 2009 and January 3, 2009, the Company had amounts due to and from Nikon-Trimble. Receivables and payables to Nikon-Trimble are settled individually with terms comparable to other non-related parties. The amounts due to and from Nikon-Trimble are presented on a gross basis in the Condensed Consolidated Balance
Sheets. At July 3, 2009 and January 2, 2009, the amounts due from Nikon-Trimble were $2.5 million and $2.0 million, respectively, and are included within Accounts receivable, net on the Condensed Consolidated Balance Sheets. As of the same dates, the amounts due to Nikon-Trimble were $1.7 million and $2.3 million, respectively, and are included within Accounts payable on the Condensed Consolidated Balance Sheets.
NOTE 5. GOODWILL AND INTANGIBLE ASSETS
Intangible Assets
Intangible Assets consisted of the following:
|
|
July 3, 2009 |
|
(Dollars in thousands) |
|
Gross
Carrying
Amount |
|
|
Accumulated
Amortization |
|
|
Net Carrying
Amount |
|
Developed product technology |
|
$ |
207,960 |
|
|
$ |
(97,729 |
) |
|
$ |
110,231 |
|
Trade names and trademarks |
|
|
20,805 |
|
|
|
(14,194 |
) |
|
|
6,611 |
|
Customer relationships |
|
|
125,142 |
|
|
|
(46,648 |
) |
|
|
78,494 |
|
Distribution rights and other intellectual properties * |
|
|
39,878 |
|
|
|
(11,532 |
) |
|
|
28,346 |
|
|
|
$ |
393,785 |
|
|
$ |
(170,103 |
) |
|
$ |
223,682 |
|
|
|
January 2, 2009 |
|
(Dollars in thousands) |
|
Gross
Carrying
Amount |
|
|
Accumulated
Amortization |
|
|
Net Carrying
Amount |
|
Developed product technology |
|
$ |
188,391 |
|
|
$ |
(78,867 |
) |
|
$ |
109,524 |
|
Trade names and trademarks |
|
|
20,254 |
|
|
|
(13,100 |
) |
|
|
7,154 |
|
Customer relationships |
|
|
124,596 |
|
|
|
(40,263 |
) |
|
|
84,333 |
|
Distribution rights and other intellectual properties * |
|
|
37,913 |
|
|
|
(10,023 |
) |
|
|
27,890 |
|
|
|
$ |
371,154 |
|
|
$ |
(142,253 |
) |
|
$ |
228,901 |
|
(*) Included within Distribution rights and other intellectual properties is a $25.0 million distribution right that the Company bought from Caterpillar, a related party, during fiscal 2008. The fair value of the distribution right was estimated using a discounted cash flow analysis. The distribution right is being amortized over its
estimated economic life of eight years. The $25.0 million distribution right was accrued in the fourth quarter of fiscal 2008 and paid in the first quarter of fiscal 2009.
The estimated future amortization expense of intangible assets as of July 3, 2009, was as follows:
(Dollars in thousands) |
|
|
|
2009 (Remaining) |
|
$ |
26,640 |
|
2010 |
|
|
51,639 |
|
2011 |
|
|
46,393 |
|
2012 |
|
|
38,572 |
|
2013 |
|
|
34,259 |
|
Thereafter |
|
|
26,179 |
|
Total |
|
$ |
223,682 |
|
Goodwill
The changes in the carrying amount of goodwill by operating segment for the six months ended July 3, 2009, were as follows:
|
|
Engineering and Construction |
|
|
Field Solutions |
|
|
Mobile Solutions |
|
|
Advanced Devices |
|
|
Total |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 2, 2009 |
|
$ |
363,908 |
|
|
$ |
10,651 |
|
|
$ |
328,721 |
|
|
$ |
12,291 |
|
|
$ |
715,571 |
|
Additions due to acquisitions |
|
|
10,017 |
|
|
|
7,883 |
|
|
|
1,152 |
|
|
|
- |
|
|
|
19,052 |
|
Purchase price adjustments |
|
|
5,158 |
|
|
|
(188) |
|
|
|
1,245 |
|
|
|
- |
|
|
|
6,215 |
|
Foreign currency translation adjustments |
|
|
3,232 |
|
|
|
(1) |
|
|
|
1,421 |
|
|
|
669 |
|
|
|
5,321 |
|
Balance as of July 3, 2009 |
|
$ |
382,315 |
|
|
$ |
18,345 |
|
|
$ |
332,539 |
|
|
$ |
12,960 |
|
|
$ |
746,159 |
|
The purchase price adjustments relate primarily to previous business acquisitions which closed prior to fiscal 2009. Of the total purchase price adjustments of $6.2 million recorded during the six months ended July 3, 2009, earn-out payments of $7.6 million were offset by a decrease of $1.1 million in tax adjustments and $0.3 million
in purchase price allocation adjustments.
NOTE 6. CERTAIN BALANCE SHEET COMPONENTS
Inventories, net consisted of the following:
As of |
|
July 3,
2009 |
|
|
January 2,
2009 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Raw materials |
|
$ |
70,663 |
|
|
$ |
71,319 |
|
Work-in-process |
|
|
4,288 |
|
|
|
5,551 |
|
Finished goods |
|
|
93,321 |
|
|
|
84,023 |
|
Total inventories, net |
|
$ |
168,272 |
|
|
$ |
160,893 |
|
Deferred costs of revenue are included within finished goods and were $19.4 million at July 3, 2009 and $15.4 million at January 2, 2009.
Other non-current liabilities consisted of the following:
As of |
|
July 3,
2009 |
|
|
January 2,
2009 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation |
|
$ |
7,282 |
|
|
$ |
6,631 |
|
Unrecognized tax benefits |
|
|
35,939 |
|
|
|
34,275 |
|
Other non-current liabilities |
|
|
20,656 |
|
|
|
20,647 |
|
Total other non-current liabilities |
|
$ |
63,877 |
|
|
$ |
61,553 |
|
As of July 3, 2009 and January 2, 2009, the Company had $35.9 million and $34.3 million, respectively, of unrecognized tax benefits included in Other non-current liabilities that, if recognized, would favorably affect the effective income tax rate in future periods and interest and/or penalties related to income tax matters.
NOTE 7. SEGMENT INFORMATION
The Company is a designer and distributor of positioning solutions enabled by GPS, optical, laser, and wireless communications technology. The Company provides products for diverse applications in its targeted markets.
To achieve distribution, marketing, production, and technology advantages, the Company manages its operations in the following four segments:
|
● |
Engineering and Construction — Consists of products currently used by survey and construction professionals in the field for positioning, data collection, field computing, data management, and machine guidance and control. The applications served include surveying, road, runway, construction, site preparation, and building construction. |
|
|
Field Solutions — Consists of products that provide solutions in a variety of agriculture and geographic information systems (GIS) applications. In agriculture, these include precise land leveling and machine guidance systems. In GIS, these include handheld devices and software that enable the collection of data on assets for a variety of governmental and private entities. |
|
|
Mobile Solutions — Consists of products that enable end users to monitor and manage their mobile assets by communicating location and activity-relevant information from the field to the office. The Company offers a range of products that address a number of sectors of this market including truck fleets, security, and public safety vehicles. |
|
|
Advanced Devices — The various operations that comprise this segment are aggregated on the basis that no single operation accounts for more than 10% of the Company’s total revenue, operating income, and assets. This segment is comprised of the Component Technologies, Military and Advanced Systems, Applanix, and Trimble Outdoors businesses. |
The Company evaluates each of its segment's performance and allocates resources based on segment operating income from operations before income taxes and some corporate allocations. The Company and each of its segments employ consistent accounting policies.
The following table presents revenue, operating income, and identifiable assets for the four segments. Operating income is revenue less cost of sales and operating expense, excluding general corporate expense, amortization of purchased intangibles, amortization of inventory step-up charges, in-process research and development expense, non-recurring
acquisition costs, restructuring charges, non-operating income, net, and income tax provision. The identifiable assets that the Company's Chief Operating Decision Maker, its Chief Executive Officer, views by segment are accounts receivable and inventories.
|
|
Reporting Segments |
|
|
|
|
|
|
Engineering
and
Construction |
|
|
Field
Solutions |
|
|
Mobile
Solutions |
|
|
Advanced
Devices |
|
|
Total |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended July 3, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment revenue |
|
$ |
147,240 |
|
|
$ |
79,787 |
|
|
$ |
39,065 |
|
|
$ |
23,971 |
|
|
$ |
290,063 |
|
Operating income |
|
|
19,160 |
|
|
|
30,148 |
|
|
|
3,648 |
|
|
|
4,833 |
|
|
|
57,789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 27, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment revenue |
|
$ |
213,019 |
|
|
$ |
90,070 |
|
|
$ |
42,285 |
|
|
$ |
32,393 |
|
|
$ |
377,767 |
|
Operating income |
|
|
45,161 |
|
|
|
34,808 |
|
|
|
1,942 |
|
|
|
6,578 |
|
|
|
88,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended July 3, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment revenue |
|
$ |
274,891 |
|
|
$ |
178,944 |
|
|
$ |
77,353 |
|
|
$ |
47,829 |
|
|
$ |
579,017 |
|
Operating income |
|
|
21,669 |
|
|
|
72,351 |
|
|
|
6,796 |
|
|
|
9,145 |
|
|
|
109,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 27, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment revenue |
|
$ |
407,199 |
|
|
$ |
178,107 |
|
|
$ |
86,296 |
|
|
$ |
61,461 |
|
|
$ |
733,063 |
|
Operating income |
|
|
82,115 |
|
|
|
69,903 |
|
|
|
4,395 |
|
|
|
11,270 |
|
|
|
167,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of July 3, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
$ |
121,191 |
|
|
$ |
39,289 |
|
|
$ |
26,284 |
|
|
$ |
13,164 |
|
|
$ |
199,928 |
|
Inventories |
|
|
111,595 |
|
|
|
22,469 |
|
|
|
16,953 |
|
|
|
17,255 |
|
|
|
168,272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 2, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
$ |
125,734 |
|
|
$ |
37,791 |
|
|
$ |
23,736 |
|
|
$ |
17,008 |
|
|
$ |
204,269 |
|
Inventories |
|
|
104,934 |
|
|
|
21,778 |
|
|
|
16,391 |
|
|
|
17,790 |
|
|
|
160,893 |
|
Unallocated corporate expense includes general corporate expense, amortization of inventory step-up charges, in-process research and development expense, and non-recurring acquisition costs. A reconciliation of the Company’s consolidated segment operating income to consolidated income before income taxes is as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated segment operating income |
|
$ |
57,789 |
|
|
$ |
88,489 |
|
|
$ |
109,961 |
|
|
$ |
167,683 |
|
Unallocated corporate expense |
|
|
(12,513 |
) |
|
|
(11,303 |
) |
|
|
(23,647 |
) |
|
|
(21,653 |
) |
Amortization of purchased intangible assets |
|
|
(13,050 |
) |
|
|
(10,918 |
) |
|
|
(25,348 |
) |
|
|
(21,722 |
) |
Restructuring charges |
|
|
(3,500 |
) |
|
|
(3,344 |
) |
|
|
(7,988 |
) |
|
|
(3,344 |
) |
Consolidated operating income |
|
|
28,726 |
|
|
|
62,924 |
|
|
|
52,978 |
|
|
|
120,964 |
|
Non-operating income, net |
|
|
1,055 |
|
|
|
4,119 |
|
|
|
399 |
|
|
|
5,890 |
|
Consolidated income before taxes |
|
$ |
29,781 |
|
|
$ |
67,043 |
|
|
$ |
53,377 |
|
|
$ |
126,854 |
|
NOTE 8. LONG-TERM DEBT, COMMITMENTS AND CONTINGENCIES
Long-term debt consisted of the following:
As of |
|
July 3,
2009 |
|
|
January 2,
2009 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Facilities: |
|
|
|
|
|
|
Revolving credit facility |
|
$ |
151,000 |
|
|
$ |
151,000 |
|
Promissory notes and other |
|
|
508 |
|
|
|
588 |
|
Total debt |
|
|
151,508 |
|
|
|
151,588 |
|
|
|
|
|
|
|
|
|
|
Less current portion of long-term debt |
|
|
48 |
|
|
|
124 |
|
Non-current portion |
|
$ |
151,460 |
|
|
$ |
151,464 |
|
Credit Facilities
On July 28, 2005, the Company entered into a $200 million unsecured revolving credit agreement (the 2005 Credit Facility) with a syndicate of 10 banks with The Bank of Nova Scotia as the administrative agent. On February 16, 2007, the Company amended its existing $200 million unsecured revolving credit agreement with a syndicate
of 11 banks with The Bank of Nova Scotia as the administrative agent (the 2007 Credit Facility). Under the 2007 Credit Facility, the Company exercised the option in the existing credit agreement to increase the availability under the revolving credit line by $100 million, for an aggregate availability of up to $300 million, and extended the maturity date of the revolving credit line by 18 months, from July 2010 to February 2012. Up to $25 million of the availability under the revolving credit line
may be used to issue letters of credit, and up to $20 million may be used for paying off other debts or loans. The maximum leverage ratio under the 2007 Credit Facility is 3.00:1.00. The funds available under the 2007 Credit Facility may be used by the Company for acquisitions, stock repurchases, and general corporate purposes. As of August 20, 2008, the Company amended its 2007 Credit Facility to allow it to redeem, retire or purchase common stock of the Company
without limitation so long as no default or unmatured default then existed, and leverage ratio for the two most recently completed periods was less than 2.00:1.00. In addition, the definition of the fixed charge was amended to exclude the impact of redemptions, retirements, or purchases common stock of the Company from the fixed charges coverage ratio.
In addition, during the first quarter of fiscal 2007 the Company incurred a five-year term loan under the 2007 Credit Facility in an aggregate principal amount of $100 million, which was repaid in full during fiscal 2008. As of July 3, 2009, the Company had an outstanding balance on the revolving credit line of $151.0 million
which was drawn down in the third and the fourth quarters of fiscal 2008.
The Company may borrow funds under the 2007 Credit Facility in U.S. Dollars or in certain other currencies, and borrowings will bear interest, at the Company's option, at either: (i) a base rate, based on the administrative agent's prime rate, plus a margin of between 0% and 0.125%, depending on the Company's leverage ratio as of its
most recently ended fiscal quarter, or (ii) a reserve-adjusted rate based on the London Interbank Offered Rate (LIBOR), Euro Interbank Offered Rate (EURIBOR), Stockholm Interbank Offered Rate (STIBOR), or other agreed-upon rate, depending on the currency borrowed, plus a margin of between 0.625% and 1.125%, depending on the Company's leverage ratio as of the most recently ended fiscal quarter. The Company's obligations under the 2007 Credit Facility are guaranteed by certain of the Company's domestic subsidiaries.
The 2007 Credit Facility contains customary affirmative, negative, and financial covenants including, among other requirements, negative covenants that restrict the Company's ability to dispose of assets, create liens, incur indebtedness, repurchase stock, pay dividends, make acquisitions, make investments, enter into mergers and consolidations
and make capital expenditures, within certain limitations, and financial covenants that require the maintenance of leverage and fixed charge coverage ratios. The 2007 Credit Facility contains events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments, and events constituting a change of control. Upon the occurrence
and during the continuance of an event of default, interest on the obligations will accrue at an increased rate and the lenders may accelerate the Company's obligations under the 2007 Credit Facility, however that acceleration will be automatic in the case of bankruptcy and insolvency events of default. As of July 3, 2009, the Company was in compliance with all financial debt covenants.
Notes Payable
As of July 3, 2009 and January 2, 2009, the Company had notes payable totaling approximately $508,000 and $588,000, respectively, primarily consisting of government loans to foreign subsidiaries.
Leases and other commitments
The estimated future minimum operating lease commitments as of July 3, 2009, were as follows:
(Dollars in thousands) |
|
|
|
2009 (Remaining) |
|
$ |
9,538 |
|
2010 |
|
|
15,861 |
|
2011 |
|
|
10,161 |
|
2012 |
|
|
7,569 |
|
2013 |
|
|
2,458 |
|
Thereafter |
|
|
875 |
|
Total |
|
$ |
46,462 |
|
Additionally, as of July 3, 2009, the Company had acquisition-related earn-outs of $3.1 million and holdbacks of $20.3 million recorded in Other current liabilities and Other non-current liabilities. The maximum remaining payments, including the $3.1 million and $20.3 million recorded, will not exceed $49.0 million. The
remaining payments are based upon targets achieved or events occurring over time that would result in amounts paid that may be lower than the maximum remaining payments. The remaining earn-outs and holdbacks are payable through 2012.
At July 3, 2009, the Company had unconditional purchase obligations of approximately $49.7 million. These unconditional purchase obligations primarily represent open non-cancelable purchase orders for material purchases with the Company’s vendors. Purchase obligations exclude agreements that are cancelable without penalty. These
unconditional purchase obligations are related primarily to inventory and other items.
NOTE 9. FAIR VALUE
As discussed in Note 2, SFAS No. 157, which defines fair value, establishes a framework for measuring fair value, and requires enhanced disclosures about assets and liabilities measured at fair value, became effective for the Company beginning in its first quarter of fiscal 2008. Fair value is defined as the price at which an asset
could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve
some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market, and the instruments’ complexity.
Assets and liabilities, recorded at fair value on a recurring basis in the Condensed Consolidated Balance Sheets, are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by SFAS No. 157 are directly related to the amount of subjectivity associated with
the inputs to fair valuation of these assets and liabilities, and are as follows:
Level I – Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level II – Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level III – Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
Fair Value on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations.
|
|
Fair Values as of July 3, 2009 |
|
(Dollars in thousands) |
|
Level I |
|
|
Level II |
|
|
Level III |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury bills (1) |
|
$ |
23,996 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
23,996 |
|
Deferred compensation plan assets (2) |
|
|
- |
|
|
|
7,472 |
|
|
|
- |
|
|
|
7,472 |
|
Derivative assets (3) |
|
|
- |
|
|
|
474 |
|
|
|
- |
|
|
|
474 |
|
Total |
|
$ |
23,996 |
|
|
$ |
7,946 |
|
|
$ |
- |
|
|
$ |
31,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation plan liabilities (2) |
|
$ |
- |
|
|
$ |
7,282 |
|
|
$ |
- |
|
|
$ |
7,282 |
|
Derivative liabilities (3) |
|
|
- |
|
|
|
593 |
|
|
|
- |
|
|
|
593 |
|
Contingent consideration liability (4) |
|
|
- |
|
|
|
- |
|
|
|
2,200 |
|
|
|
2,200 |
|
Total |
|
$ |
- |
|
|
$ |
7,875 |
|
|
$ |
2,200 |
|
|
$ |
10,075 |
|
(1) |
The Company may invest some of its cash and cash equivalents in highly liquid investments such as U.S. Treasury bills. The fair values are determined using observable quoted prices in active markets. U.S. Treasury bills are included in Cash and cash equivalents on the Company’s Condensed Consolidated Balance Sheets. |
(2) |
The Company maintains a self-directed, non-qualified deferred compensation plan for certain executives and other highly compensated employees. The investment assets and liabilities included in Level II are valued using quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Deferred compensation
plan assets and liabilities are included in Other non-current assets and Other non-current liabilities on the Company’s Condensed Consolidated Balance Sheets. |
(3) |
Derivative assets and liabilities included in Level II primarily represent forward currency exchange contracts. The Company enters into these contracts to minimize the short-term impact of foreign currency fluctuations on certain trade and inter-company receivables and payables. The derivatives are not designated as hedging instruments under SFAS 133. The fair values are determined using inputs based
on observable quoted prices. Derivative assets and liabilities are included in Other current assets and Other current liabilities, respectively, on the Company’s Condensed Consolidated Balance Sheets. |
(4) |
A contingent consideration arrangement requires the Company to pay the former owner, of one of the companies it acquired during fiscal 2009, up to an undiscounted maximum amount of $4.5 million, based on future revenues over a 3 year period. The potential undiscounted amount of all future payments that the Company could be required to make under the contingent consideration arrangement is between
$0 and $4.5 million. The Company estimated the fair value of this liability using probability-weighted revenue projections and discount rates ranging from 0.96% to 1.54%. Of the total contingent consideration liability, $0.3 million and $1.9 million were included in Other current liabilities and Other non-current liabilities, respectively, on the Company’s Condensed Consolidated Balance Sheets. |
|
The table below sets forth a summary of changes in the fair value of the Level III contingent consideration liability for the six month ended July 3, 2009. |
As of |
|
Level III liabilities
July 3, 2009 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
Balance as of January 2, 2009 |
|
$ |
- |
|
Acquisitions |
|
|
2,200 |
|
Balance as of July 3, 2009 |
|
$ |
2,200 |
|
Additional Fair Value Information
The following table provides additional fair value information relating to the Company’s financial instruments outstanding:
|
|
Carrying
Amount |
|
|
Fair
Value |
|
|
Carrying
Amount |
|
|
Fair
Value |
|
As of |
|
July 3, 2009 |
|
|
January 2, 2009 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
190,154 |
|
|
$ |
190,154 |
|
|
$ |
147,531 |
|
|
$ |
147,531 |
|
Forward foreign currency exchange contracts |
|
|
474 |
|
|
|
474 |
|
|
|
627 |
|
|
|
627 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit facility |
|
$ |
151,000 |
|
|
$ |
143,423 |
|
|
$ |
151,000 |
|
|
$ |
127,754 |
|
Forward foreign currency exchange contracts |
|
|
593 |
|
|
|
593 |
|
|
|
1,775 |
|
|
|
1,775 |
|
Promissory note and other |
|
|
508 |
|
|
|
503 |
|
|
|
588 |
|
|
|
554 |
|
The fair value of the bank borrowings and promissory notes has been calculated using an estimate of the interest rate the Company would have had to pay on the issuance of notes with a similar maturity and discounting the cash flows at that rate. The fair values do not give an indication of the amount that Trimble would currently have to pay
to extinguish any of this debt.
NOTE 10. PRODUCT WARRANTIES
The Company accrues for warranty costs as part of its cost of sales based on associated material product costs, technical support labor costs, and costs incurred by third parties performing work on the Company's behalf. The Company’s expected future costs are primarily estimated based upon historical trends in the
volume of product returns within the warranty period and the costs to repair or replace the equipment. The products sold are generally covered by a warranty for periods ranging from 90 days to three years, and in some instances up to 5.5 years.
While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of component suppliers, its warranty obligation is affected by product failure rates, material usage, and service delivery costs incurred in correcting a product failure. Should actual product failure rates,
material usage, or service delivery costs differ from the estimates, revisions to the estimated warranty accrual and related costs may be required.
Changes in the Company’s product warranty liability during the six months ended July 3, 2009 were as follows:
(Dollars in thousands) |
|
|
|
Balance as of January 2, 2009 |
|
$ |
13,332 |
|
Accruals for warranties issued |
|
|
9,744 |
|
Changes in estimates |
|
|
2,163 |
|
Warranty settlements (in cash or in kind) |
|
|
(11,078 |
) |
Balance as of July 3, 2009 |
|
$ |
14,161 |
|
NOTE 11. EARNINGS PER SHARE
The following data was used in computing earnings per share and the effect on the weighted-average number of shares of potentially dilutive common stock.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
(Dollars in thousands, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Trimble Navigation Ltd. |
|
$ |
20,857 |
|
|
$ |
48,599 |
|
|
$ |
38,322 |
|
|
$ |
88,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares used in basic earnings per share |
|
|
119,551 |
|
|
|
121,523 |
|
|
|
119,406 |
|
|
|
121,495 |
|
Effect of dilutive securities (using treasury stock method): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock options and restricted stock units |
|
|
2,346 |
|
|
|
4,189 |
|
|
|
2,005 |
|
|
|
3,929 |
|
Common stock warrants |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
11 |
|
Weighted average number of common shares and dilutive potential common shares used in diluted earnings per share |
|
|
121,897 |
|
|
|
125,712 |
|
|
|
121,411 |
|
|
|
125,435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.17 |
|
|
$ |
0.40 |
|
|
$ |
0.32 |
|
|
$ |
0.73 |
|
Diluted earnings per share |
|
$ |
0.17 |
|
|
$ |
0.39 |
|
|
$ |
0.32 |
|
|
$ |
0.71 |
|
For the three months ended July 3, 2009 and June 27, 2008, the Company excluded 4.9 million and 1.5 million shares of outstanding stock options, respectively, from the calculation of diluted earnings per share. For the six months ended July 3, 2009 and June 27, 2008, the Company excluded 5.6 million and 1.4 million shares of outstanding stock options, respectively, from the calculation of
diluted earnings per share. These shares were excluded from the three and six month periods because the exercise prices of these stock options were greater than or equal to the average market value of the common shares during the respective periods. Inclusion of these shares would be antidilutive. These options could be included in the calculation in the future if the average market value of the common shares increases and is greater than the exercise price of these options.
NOTE 12: RESTRUCTURING CHARGES:
Restructuring expense for the three and six months ended July 3, 2009 and June 27, 2008 was as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
(Dollars in thousands) |
|
July 3,
2009 |
|
|
June 27,
2008 |
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance and benefits |
|
$ |
3,500 |
|
|
$ |
3,344 |
|
|
$ |
7,988 |
|
|
$ |
3,344 |
|
During the three and six months ended July 3, 2009, restructuring expense of $3.5 million and $8.0 million , respectively, was related to decisions to streamline processes and reduce the cost structure of the Company, with approximately 248 positions eliminated. As a result of the decisions made through the second
quarter of 2009, the Company expects restructuring activities to result in additional restructuring expense totaling approximately $0.8 million through the fourth quarter of 2009. During the three and six months ended July 3, 2009, of the total restructuring expense, $1.3 million and $4.9 million, respectively, was shown as a separate line within Operating expense, and $2.2 million and $3.1 million, respectively, was included within Cost of sales on the Company’s Condensed
Consolidated Statements of Income.
During the three and six months ended June 27, 2008, restructuring expense of $3.3 million was related to management decisions designed to improve operational efficiency and financial results. The restructuring expense, included in cost of sales and operating expense, was related to a decision to streamline processes and
reduce the cost structure of the Company, with approximately 90 positions eliminated. During the three and six months ended June 27, 2008, of the total restructuring expense, $2.4 million was shown as a separate line within Operating expense, and $0.9 million was included within Cost of sales on the Company’s Condensed Consolidated Statements of Income.
Restructuring liability:
The following table summarizes the restructuring activity for the six months ended July 3, 2009:
(Dollars in thousands) |
|
|
|
Balance as of January 2, 2009 |
|
$ |
1,917 |
|
Charges |
|
|
7,988 |
|
Payments |
|
|
(4,476 |
) |
Adjustments |
|
|
90 |
|
Balance as of July 3, 2009 |
|
$ |
5,519 |
|
The $5.5 million restructuring accrual consisted of severance and benefits and was included in Other current liabilities. It is expected to be paid through the first quarter of fiscal 2010.
NOTE 13: INCOME TAXES
The Company’s effective income tax rate for the three months and six months ended July 3, 2009 was 29.0% and 27.2 %, respectively, as compared to 27.5% and 30.1% for the three months and six months ended June 27, 2008, respectively.
The Company and its U.S. subsidiaries are subject to U.S. federal and state income tax. The Company has substantially concluded all U.S. federal and state income tax matters for years through 1992. Non-U.S. income tax matters have been concluded for years through 2000. The Company is currently in various stages
of multiple year examinations by Federal, State, and foreign taxing authorities. The Company does not anticipate a significant impact to the unrecognized tax benefits balance under FIN 48 with respect to current tax examinations. Although the timing of the resolution and/or the closure on audits is highly uncertain, the Company does not believe that the unrecognized tax benefits would materially change in the next twelve months.
The amount of liabilities for unrecognized tax benefits under FIN 48 (net of the federal benefit on state issues) that, if recognized, would favorably affect the effective income tax rate in any future period are $39.1 million and $37.3 million at July 3, 2009 and January 2, 2009, respectively. The unrecognized tax benefits
are recorded in Other non-current liabilities and within the deferred tax accounts in the accompanying Condensed Consolidated Balance Sheets.
The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company’s unrecognized tax benefit liabilities include interest and penalties at July 3, 2009 and January 2, 2009, of $4.8 million and $4.4 million, respectively, which were recorded in Other
non-current liabilities in the accompanying Condensed Consolidated Balance Sheets.
On September 30, 2008, the State of California enacted Assembly Bill 1452 into law which among other provisions, suspends net operating loss deductions for 2008 and 2009 and extends the carryforward period of any net operating losses not utilized due to such suspension, adopts the federal 20-year net operating loss carryforward period,
phases-in the federal two-year net operating loss carryback periods beginning in 2011, and limits the utilization of tax credits to the extent of 50 percent of a taxpayer’s tax liability before tax credits.
The Emergency Economic Stabilization Act of 2008, Energy Improvement and Extension Act of 2008, and Tax Extenders and Alternative Minimum Tax Relief Act of 2008 (HR1424) were signed into law on October 3, 2008. This legislation includes a provision that
retroactively extends the research tax credit from January 1, 2008 to December 31, 2009. The impact in 2008 was a tax benefit of $1.9 million and an expected tax benefit of $1.5 million in 2009.
As of February 20, 2009, California enacted elective legislation under CR & TC 25128.5 to use the single sales factor apportionment formula. The impact of this legislation resulted in a tax benefit of $0.8 million for the six month period ended July 3, 2009.
NOTE 14: COMPREHENSIVE INCOME:
The components of comprehensive income, net of related tax, were as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Trimble Navigation Ltd. |
|
$ |
20,857 |
|
|
$ |
48,599 |
|
|
$ |
38,322 |
|
|
$ |
88,666 |
|
Foreign currency translation adjustments |
|
|
23,631 |
|
|
|
(2,560 |
) |
|
|
9,175 |
|
|
|
18,148 |
|
Net unrealized gain on investments/actuarial gain (loss) |
|
|
60 |
|
|
|
3 |
|
|
|
110 |
|
|
|
(24 |
) |
Comprehensive income attributable to Trimble Navigation Ltd. |
|
|
44,548 |
|
|
|
46,042 |
|
|
|
47,607 |
|
|
|
106,790 |
|
Comprehensive income attributable to the noncontrolling interests |
|
|
413 |
|
|
|
- |
|
|
|
722 |
|
|
|
- |
|
Comprehensive income |
|
$ |
44,961 |
|
|
$ |
46,042 |
|
|
$ |
48,329 |
|
|
$ |
106,790 |
|
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. Actual results could differ materially from those indicated in the forward-looking statements due to a number of factors
including, but not limited to, the risk factors discussed in “Risk Factors” below and elsewhere in this report as well as in the Company's Annual Report on Form 10-K for fiscal year 2008 and other reports and documents that the Company files from time to time with the Securities and Exchange Commission. The Company has attempted to identify forward-looking statements in this report by placing an asterisk (*) before paragraphs. Discussions
containing such forward-looking statements may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,”
“believes,” “estimates,” and similar expressions. These forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q, and the Company disclaims any obligation to update these statements or to explain the reasons why actual results may differ.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U. S. The preparation of these financial statements requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenue and expense, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to product returns, doubtful accounts, inventories, investments, intangible assets, income taxes, warranty obligations, restructuring costs, and contingencies and litigation. We base our 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 amount and timing of revenue and expense and the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no changes to our significant accounting polices during the six months ended July 3, 2009 from those disclosed in our 2008 Form 10-K.
Recent Accounting Pronouncements
Updates to recent accounting standards as disclosed in our Annual Report on Form 10-K for the fiscal year ended January 2, 2009 are as follows:
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which clarifies the definition of fair value, establishes a framework for measuring fair value within GAAP, and expands the disclosures regarding fair value measurements. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2 deferring
the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. We adopted SFAS No. 157 in its first quarter of fiscal 2008, except for those items specifically deferred under FSP No. SFAS 157-2, which were adopted in the first quarter of fiscal 2009. The adoption of SFAS No. 157 did not have
a material impact on our financial position, results of operations, or cash flows.
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree, and recognizes
and measures the goodwill acquired in the business combination or a gain from a bargain purchase. SFAS No. 141(R) also sets forth the disclosures required to be made in the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Accordingly, we adopted this standard
in the first quarter of fiscal 2009. We expect SFAS No. 141(R) will have an impact on our financial position, results of operations, or cash flows, but the nature and magnitude of the specific effects will depend largely upon the nature and size of our business combinations. SFAS No. 141(R) did not have a material impact on our financial position, results of operations, or cash flows in the first half of fiscal 2009.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51”. SFAS 160 changed the accounting and reporting for minority interests, which were re-characterized as noncontrolling interests and classified as a component of equity. This new
consolidation method significantly changed the accounting for transactions with minority interest holders. SFAS 160 required retroactive adoption of the presentation and disclosure requirements for previously existing minority interests. All other requirements of SFAS 160 are applied prospectively. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We adopted this standard in the first quarter of fiscal 2009. The adoption of SFAS 160
did not have a material impact on our financial position, results of operations, or cash flows.
In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities - An Amendment of FASB Statement No. 133”, which requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations,
and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We adopted this standard in the first quarter of fiscal 2009. The adoption of SFAS 161 did not have an impact on our financial position, results of operations, or cash flows.
In May 2009, the FASB issued SFAS No. 165, “Subsequent Events”, which become effective for and was adopted by us during the second quarter of fiscal 2009. SFAS 165 establishes the accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are
available to be issued. Specifically, this standard sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred
after the balance sheet date. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of SFAS 165 did not have an impact on our financial position, results of operations or cash flows, other than the disclosures required by SFAS No. 165.
In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”. SFAS No. 167 amends FIN 46(R), “Consolidation of Variable Interest Entities,” and changes the consolidation guidance applicable to a variable interest entity (“VIE”). It also amends the guidance governing
the determination of whether an enterprise is the primary beneficiary of a VIE, and is, therefore, required to consolidate an entity, by requiring a qualitative analysis rather than a quantitative analysis. The qualitative analysis will include, among other things, consideration of who has the power to direct the activities of the entity that most significantly impact the entity’s economic performance and who has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially
be significant to the VIE. This standard also requires continuous reassessments of whether an enterprise is the primary beneficiary of a VIE. Previously, FIN 46(R) required reconsideration of whether an enterprise was the primary beneficiary of a VIE only when specific events had occurred. SFAS 167 is effective for interim and annual reporting periods that begin after November 15, 2009. We will adopt this standard in fiscal 2010. We are evaluating the impact of the adoption of SFAS No. 167 on
our financial position, results of operations and cash flows.
In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. SFAS 168 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized
by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Codification will supersede all accounting standards in U.S. GAAP, aside from those issued by the SEC.
We will update our disclosures to conform to the Codification in our Form 10-Q for the third quarter of 2009.
EXECUTIVE LEVEL OVERVIEW
Trimble’s focus is on combining positioning technology with wireless communication and application capabilities to create system-level solutions that enhance productivity and accuracy for our customers. The majority of our markets are end-user markets, including engineering and construction firms, governmental organizations,
public safety workers, farmers and companies who must manage fleets of mobile workers and assets. In our Advanced Devices segment, we also provide components to original equipment manufacturers to incorporate into their products. In the end user markets, we provide a system that includes a hardware platform that may contain software and customer support. Some examples of our solutions include products that automate and simplify the process of surveying land, products that automate the utilization of
equipment such as tractors and bulldozers, products that enable a company to manage its mobile workforce and assets, and products that allow municipalities to manage their fixed assets. In addition, we also provide software applications on a stand-alone basis. For example, we provide software for project management on construction sites.
Solutions targeted at the end-user make up a significant majority of our revenue. To create compelling products, we must attain an understanding of the end users’ needs and work flow, and how location-based technology can enable that end user to work faster, more efficiently, and more accurately. We use this knowledge to create
highly innovative products that change the way work is done by the end-user. With the exception of our Mobile Solutions and Advanced Devices segments, our products are generally sold through a dealer channel, and it is crucial that we maintain a proficient global, third-party distribution channel.
We continued to execute our strategy with a series of actions that can be summarized in three categories.
Reinforcing our position in existing markets
* We believe these markets provide us with additional, substantial potential for substituting our technology for traditional methods. We are continuing to develop new products and to strengthen our distribution channels in order to expand our market. In our Engineering and Construction segment, we introduced the MTS400
Machine Telematics System - a new rugged GPS locator unit for heavy equipment usage, in conjunction with updates to our Construction Manager software which now incorporates maps provided by Google Maps API Premier(TM). In our Field Solutions Segment, we introduced the LB25 External lightbar accessory for use with the EZ Guide 250 and 500 lightbar guidance systems that facilitate better visibility, along with the AG25 GNSS antenna that features the Trimble proprietary Transcend Positioning Technology
in a single rugged housing optimized for signal sensitivity on lower elevation satellites. In our Mobile Solutions segment, we introduced a new version of our Vehicle Diagnostic Service giving managers the ability to view the gallons of fuel consumed while driving or idling. All of these products strengthened our competitive position and created new value for the user.
Extending our position in new and existing markets through new product categories
* We are utilizing the strength of the Trimble brand in our markets to expand our revenue by bringing new products to new and existing users. In our Engineering and Construction segment, expanded the Trimble VRS Now service to Estonia as well as launched the VRS I-Scope service in the United States. Also within Engineering
and Construction, we entered the BIM software market through the acquisition of Quickpen, which will allow mechanical and HVAC contractors to automate project estimating, detailing, layout and construction. In our Field Solutions segment, the acquisition of NTech Industries extends our Precision Agriculture Solutions business with the addition of the GreenSeeker(R) nitrogen application and WeedSeeker(R) controlled herbicide application systems. In our Mobile Solutions segment, we announced the acquisition
of Accutest Engineering Solutions Ltd expanding our vehicle diagnostic capabilities.
Bringing existing technology to new markets
* We continue to reinforce our position in existing markets and position ourselves in newer markets that will serve as important sources of future growth. Our efforts are focused in Africa, China, India, the Middle-East and Russia.
RECENT BUSINESS DEVELOPMENTS
The following companies and joint ventures were acquired or formed during the twelve months ended July 3, 2009 and are combined in our results of operations since the date of acquisition or formation:
Accutest
On June 5, 2009, we acquired Accutest Engineering Solutions Ltd, based in Derbyshire, UK. Accutest is a leading provider of vehicle diagnostics and telematics technologies for the automotive industry. Accutest’s performance is reported under our Mobile Solutions business segment.
NTech
On June 4, 2009, we acquired privately-held NTech Industries, based in Ukiah, Calif. NTech is a leading provider of crop-sensing technology that allows farmers to reduce costs and environmental impact by controlling the application of nitrogen, herbicide and other crop inputs. NTech’s performance is reported under
our Field Solutions business segment.
QuickPen
On March 12, 2009, we acquired privately-held QuickPen International, based in Englewood, Colorado. QuickPen is a leading provider of Building Information Modeling (BIM) software for the heating, ventilation and air conditioning (HVAC), mechanical construction and plumbing industries. QuickPen’s performance is reported under
our Engineering and Construction business segment.
Rawson Control Systems
On December 3, 2008, we acquired the assets of privately-held Rawson Control Systems, based in Oelwein, Iowa. Rawson manufactures hydraulic and electronic controls for the agriculture equipment industry, including variable rate planter drives and controllers, variable rate fertilizer controllers, mechanical remote electric control
valves and speed reducers. Rawson Control Systems’ performance is reported under our Field Solutions business segment.
FastMap and GeoSite
On November 28, 2008, we acquired the FastMap and GeoSite software assets from Korec, a privately-held Trimble distributor serving the United Kingdom and Ireland. FastMap and GeoSite performance is reported under our Engineering and Construction and Field Solutions business segments, respectively.
Callidus Precision Systems
On November 28, 2008, we acquired the assets of privately-held Callidus Precision Systems GmbH, based in Halle, Germany. Callidus is a provider of 3D laser scanning solutions for the industrial market. Callidus’s performance is reported under our Engineering and Construction business segment.
TopoSys
On November 13, 2008, we acquired TopoSys GmbH, based in Biberach an der Riss, Germany. TopoSys is a leading provider of aerial data collection systems comprised of LiDAR and metric cameras. TopoSys’ performance is reported under our Engineering and Construction business segment.
TruCount
On October 30, 2008, we acquired the assets of privately-held TruCount, Inc., based in Ames, Iowa. TruCount is a leading manufacturer of air and electric clutches that automate individual planter row shut-off. TruCount’s performance is reported under our Field Solutions business segment.
RolleiMetric
On October 20, 2008, we acquired the assets of RolleiMetric from Rollei GmbH, based in Braunschweig, Germany. RolleiMetric is a leading provider of metric camera systems for aerial imaging and terrestrial close range photogrammetry. RolleiMetric’s performance is reported under our Engineering and Construction business segment.
VirtualSite Solutions
On October 3, 2008, VirtualSite Solutions (VSS), a joint venture we formed with Caterpillar, began operations. We contributed $7.8 million in exchange for a 65% ownership and Caterpillar contributed $4.2 million for a 35% ownership in VSS. VSS develops software for fleet management and connected worksite solutions
for both Caterpillar and us, and in turn, sells software subscription services to Caterpillar and us, which we both sell through our respective distribution channels. For financial reporting purposes, VSS assets and liabilities are consolidated with ours, as are its results of operations, which are reported under our Engineering and Construction business segment. Caterpillar’s 35% interest is included in our Condensed Consolidated Financial Statements as noncontrolling interests.
SECO
On July 29, 2008, we acquired privately-held SECO Manufacturing Company, based in Redding, California. SECO is a leading manufacturer of accessories for the geomatics, surveying, mapping, and construction industries. SECO’s performance is reported under our Engineering and Construction business segment.
Seasonality of Business
* Our individual segment revenue may be affected by seasonal buying patterns. Typically, the second fiscal quarter has been the strongest quarter for the Company driven by the construction buying season.
RESULTS OF OPERATIONS
Overview
The following table is a summary of revenue, gross margin, and operating income for the periods indicated and should be read in conjunction with the narrative descriptions below.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Total consolidated revenue |
|
$ |
290,063 |
|
|
$ |
377,767 |
|
|
$ |
579,017 |
|
|
$ |
733,063 |
|
Gross margin |
|
$ |
142,800 |
|
|
$ |
187,099 |
|
|
$ |
286,758 |
|
|
$ |
361,475 |
|
Gross margin % |
|
|
49.2 |
% |
|
|
49.5 |
% |
|
|
49.5 |
% |
|
|
49.3 |
% |
Total consolidated operating income |
|
$ |
28,726 |
|
|
$ |
62,924 |
|
|
$ |
52,978 |
|
|
$ |
120,964 |
|
Operating income % |
|
|
9.9 |
% |
|
|
16.7 |
% |
|
|
9.1 |
% |
|
|
16.5 |
% |
In the three months ended July 3, 2009, total revenue decreased by $87.7 million or 23%, as compared to the same corresponding period in fiscal 2008. Of the decrease, Engineering and Construction revenue decreased $65.8 million, Field Solutions decreased $10.3 million, Mobile Solutions decreased $3.2 million, and Advanced Devices decreased
$8.4 million. The revenue decrease was primarily due to recessionary conditions in the U.S. and European markets in Engineering and Construction and lower sales in Field Solutions due to the impact in the corresponding period of the prior year of strong sales driven by an extended agricultural buying season.
In the six months ended July 3, 2009, total revenue decreased by $154.0 million or 21%, as compared to the same corresponding period in fiscal 2008. Engineering and Construction revenue decreased $132.3 million, Field Solutions increased $0.8 million, Mobile Solutions decreased $8.9 million, while Advanced Devices decreased $13.6 million,
compared to the same corresponding period in fiscal 2008. Revenue reduction within these segments was primarily due to recessionary conditions in the U.S. and European markets in Engineering and Construction.
Gross Margin
Gross margin varies due to a number of factors including product mix, pricing, distribution channel, production volumes, and foreign currency translations.
Gross margin decreased by $44.3 million and $74.7 million for the three and six months ended July 3, 2009, respectively, as compared to the corresponding periods in the prior year, primarily due to the revenue shortfall. Gross margin as a percentage of total revenue for the three months ended July 3, 2009 was 49.2%, as compared to
49.5% for the three months ended June 27, 2008. Gross margin as a percentage of total revenue for the six months ended July 3, 2009 was 49.5%, as compared to 49.3% for the six months ended June 27, 2008. The gross margin percentage for the three and six month periods ended July 3, 2009 was relatively consistent and was maintained by a greater percentage of higher margin product sales, in particular, software and subscription services, in spite of the revenue shortfall, offset by higher amortization
of intangible assets.
Operating Income
Operating income decreased by $34.2 million and $68.0 million for the three and six months ended July 3, 2009, respectively, as compared to the corresponding periods in the prior year, primarily due to the revenue shortfall, partially offset by a reduction in operating expense. Operating income as a percentage of total revenue
was 9.9% for the three months ended July 3, 2009, as compared to 16.7% for the three months ended June 27, 2008. Operating income as a percentage of total revenue was 9.1% for the six months ended July 3, 2009, as compared to 16.5% for the six months ended June 27, 2008. The decrease in operating income percentage for both the three and six month periods was primarily due to decreased operating expense leverage, primarily in Engineering and Construction due to the revenue shortfall.
Results by Segment
To achieve distribution, marketing, production, and technology advantages in our targeted markets, we manage our operations in the following four segments: Engineering and Construction, Field Solutions, Mobile Solutions, and Advanced Devices. Operating income equals net revenue less cost of sales and operating expense, excluding
general corporate expense, amortization of purchased intangibles, amortization of inventory step-up charges, non-recurring acquisition costs, restructuring charges, non-operating income, net, and income tax provision.
The following table is a breakdown of revenue and operating income by segment:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering and Construction |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
147,240 |
|
|
$ |
213,019 |
|
|
$ |
274,891 |
|
|
$ |
407,199 |
|
Segment revenue as a percent of total revenue |
|
|
51 |
% |
|
|
56 |
% |
|
|
48 |
% |
|
|
56 |
% |
Operating income |
|
$ |
19,160 |
|
|
$ |
45,161 |
|
|
$ |
21,669 |
|
|
$ |
82,115 |
|
Operating income as a percent of segment revenue |
|
|
13 |
% |
|
|
21 |
% |
|
|
8 |
% |
|
|
20 |
% |
Field Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
79,787 |
|
|
$ |
90,070 |
|
|
$ |
178,944 |
|
|
$ |
178,107 |
|
Segment revenue as a percent of total revenue |
|
|
28 |
% |
|
|
24 |
% |
|
|
31 |
% |
|
|
24 |
% |
Operating income |
|
$ |
30,148 |
|
|
$ |
34,808 |
|
|
$ |
72,351 |
|
|
$ |
69,903 |
|
Operating income as a percent of segment revenue |
|
|
38 |
% |
|
|
39 |
% |
|
|
40 |
% |
|
|
39 |
% |
Mobile Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
39,065 |
|
|
$ |
42,285 |
|
|
$ |
77,353 |
|
|
$ |
86,296 |
|
Revenue as a percent of total revenue |
|
|
13 |
% |
|
|
11 |
% |
|
|
13 |
% |
|
|
12 |
% |
Operating income |
|
$ |
3,648 |
|
|
$ |
1,942 |
|
|
$ |
6,796 |
|
|
$ |
4,395 |
|
Operating income as a percent of segment revenue |
|
|
9 |
% |
|
|
5 |
% |
|
|
9 |
% |
|
|
5 |
% |
Advanced Devices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
23,971 |
|
|
$ |
32,393 |
|
|
$ |
47,829 |
|
|
$ |
61,461 |
|
Segment revenue as a percent of total revenue |
|
|
8 |
% |
|
|
9 |
% |
|
|
8 |
% |
|
|
8 |
% |
Operating income |
|
$ |
4,833 |
|
|
$ |
6,578 |
|
|
$ |
9,145 |
|
|
$ |
11,270 |
|
Operating income as a percent of segment revenue |
|
|
20 |
% |
|
|
20 |
% |
|
|
19 |
% |
|
|
18 |
% |
Unallocated corporate expense includes general corporate expense, amortization of inventory step-up charges, in-process research and development expense, and non-recurring acquisition costs. A reconciliation of our consolidated segment operating income to consolidated income before income taxes follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
July 3, |
|
|
June 27, |
|
|
July 3, |
|
|
June 27, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated segment operating income |
|
$ |
57,789 |
|
|
$ |
88,489 |
|
|
$ |
109,961 |
|
|
$ |
167,683 |
|
Unallocated corporate expense |
|
|
(12,513 |
) |
|
|
(11,303 |
) |
|
|
(23,647 |
) |
|
|
(21,653 |
) |
Amortization of purchased intangible assets |
|
|
(13,050 |
) |
|
|
(10,918 |
) |
|
|
(25,348 |
) |
|
|
(21,722 |
) |
Restructuring charges |
|
|
(3,500 |
) |
|
|
(3,344 |
) |
|
|
(7,988 |
) |
|
|
(3,344 |
) |
Consolidated operating income |
|
|
28,726 |
|
|
|
62,924 |
|
|
|
52,978 |
|
|
|
120,964 |
|
Non-operating income, net |
|
|
1,055 |
|
|
|
4,119 |
|
|
|
399 |
|
|
|
5,890 |
|
Consolidated income before taxes |
|
$ |
29,781 |
|
|
$ |
67,043 |
|
|
$ |
53,377 |
|
|
$ |
126,854 |
|
Engineering and Construction
Engineering and Construction revenue decreased by $65.8 million or 31% and $132.3 million or 32% for the three and six months ended July 3, 2009, respectively, as compared to the same corresponding periods in fiscal 2008. Segment operating income decreased $26.0 million or 58% and $60.4 million or 74% for the three and six
months ended July 3, 2009, respectively, as compared to the same corresponding periods in fiscal 2008.
The revenue decline for both the three months and six month periods was primarily driven by recessionary conditions in the U.S. and European markets, as well as softness in the rest of the world, with the exception of China. Segment operating income for both the three and six month periods decreased primarily due to the revenue shortfall,
partially offset by a reduction in operating expense due to restructuring and overall expense control.
Field Solutions
Field Solutions revenue decreased by $10.3 million or 11% and increased by $0.8 million or 0.5% for the three and six months ended July 3, 2009, respectively, as compared to the same corresponding periods in fiscal 2008. Segment operating income decreased by $4.7 million or 13% and increased by $2.4 million or 4% for the
three and six months ended July 3, 2009, respectively, as compared to the same corresponding periods in fiscal 2008.
The revenue decrease for the three month period was primarily due to a softening in Agriculture markets due to reduced commodity prices and input costs which resulted in decreased the demand for our productivity products. The slight revenue increase for the six month period was driven by the impact of increased sales worldwide and acquisitions in the first quarter,
offset by decreased demand in the second quarter. Operating income for the three month period decreased primarily due to lower revenue. Operating income for the six month period increased primarily due to gross margin improvement, partially offset by higher operating expense due to the impact of acquisitions.
Mobile Solutions revenue decreased by $3.2 million or 8% and $8.9 million or 10% for the three and six months ended July 3, 2009, respectively, as compared to the same corresponding period in fiscal 2008. Segment operating income increased by $1.7 million or 88% and $2.4 million or 55% for the three and six months ended
July 3, 2009, respectively, as compared to the same corresponding periods in fiscal 2008.
The revenue decline for both the three and six month periods was primarily due to the impact in the prior year of the recognition of large non-recurring revenue items. The increase in operating income for both the three and six month periods was primarily due to gross margin improvement and lower spending due to operating expense control.
Advanced Devices
Advanced Devices revenue decreased by $8.4 million or 26% and $13.6 million or 22% for the three and six months ended July 3, 2009, respectively, as compared to the same corresponding periods in fiscal 2008. Segment operating income decreased by $1.7 million or 27% and $2.1 million or 19% for the three and six months ended
July 3, 2009, respectively, as compared to the same corresponding periods in fiscal 2008.
The decrease in revenue for both the three and six month periods was driven by slower sales in Component Technologies and Applanix. Operating income was slightly down for both the three and six month periods due to the decrease in revenue, partially offset by gross margin improvement and lower spending due to operating expense control.
Research and Development, Sales and Marketing, and General and Administrative Expense
Research and development (R&D), sales and marketing (S&M), and general and administrative (G&A) expense are summarized in the following table:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
$ |
33,457 |
|
|
$ |
39,405 |
|
|
$ |
67,594 |
|
|
$ |
76,750 |
|
Percentage of revenue |
|
|
11 |
% |
|
|
10 |
% |
|
|
12 |
% |
|
|
10 |
% |
Sales and marketing |
|
|
45,163 |
|
|
|
51,904 |
|
|
|
94,098 |
|
|
|
103,062 |
|
Percentage of revenue |
|
|
16 |
% |
|
|
14 |
% |
|
|
16 |
% |
|
|
14 |
% |
General and administrative |
|
|
26,622 |
|
|
|
25,289 |
|
|
|
52,664 |
|
|
|
47,979 |
|
Percentage of revenue |
|
|
9 |
% |
|
|
7 |
% |
|
|
9 |
% |
|
|
7 |
% |
Total |
|
$ |
105,242 |
|
|
$ |
116,598 |
|
|
$ |
214,356 |
|
|
$ |
227,791 |
|
Percentage of revenue |
|
|
36 |
% |
|
|
31 |
% |
|
|
37 |
% |
|
|
31 |
% |
Overall, R&D, S&M, and G&A expense decreased by approximately $11.4 million and $13.4 million for the three and six months ended July 3, 2009, respectively, as compared to the corresponding periods in fiscal 2008.
Research and development expense decreased by $5.9 million and $9.2 million for the three and six month periods ended July 3, 2009, respectively, as compared to the same corresponding periods in fiscal 2008, primarily due to foreign currency exchange rates and decreased compensation costs, partially offset by the inclusion of expense
from acquisitions not included in the prior year. All of our R&D costs have been expensed as incurred. Costs of software developed for external sale subsequent to reaching technical feasibility were not considered material and were expensed as incurred. Spending overall was at approximately 11% and 12% of revenue in the three and six months ended July 3, 2009, as compared to 10% in the corresponding periods in fiscal 2008.
* We believe that the development and introduction of new products are critical to our future success and we expect to continue active development of new products.
Sales and marketing expense decreased by $6.7 million and $9.0 million for the three and six months ended July 3, 2009, respectively, as compared to the same corresponding periods in fiscal 2008. The decrease was primarily due to foreign currency exchange rates, decreased compensation costs, and travel and trade show expense,
partially offset by the inclusion of expense from acquisitions not applicable in the prior year. Spending overall was at approximately 16% of revenue in the three and six months ended July 3, 2009, as compared to 14% in the same corresponding periods in fiscal 2008.
* Our future growth will depend in part on the timely development and continued viability of the markets in which we currently compete, as well as our ability to continue to identify and develop new markets for our products.
General and administrative expense increased by $1.3 million and $4.7 million for the three and six months ended July 3, 2009, respectively, as compared to the same corresponding periods in fiscal 2008 primarily due to the inclusion of expense from acquisitions not applicable in the prior year, settlement costs and increased bad debt
expense, partially offset by foreign currency exchange rates. Spending overall was at approximately 9% of revenue in the three and six months ended July 3, 2009, as compared to 7% in the same corresponding period in fiscal 2008.
Amortization of Purchased Intangible Assets
Amortization of purchased intangible assets was $13.1 million in the second quarter of fiscal 2009, as compared to $10.9 million in the second quarter of fiscal 2008. Of the total $13.1 million in the second quarter of fiscal 2009, $7.5 million is presented as a separate line within Operating expense and $5.6 million is
included within Cost of sales on our Condensed Consolidated Statements of Income. The increase was due primarily to business acquisitions and asset purchases not included in the corresponding period of fiscal 2008. As of July 3, 2009, future amortization of intangible assets is expected to be $26.6 million during the remaining two quarters of fiscal 2009, $51.6 million during 2010, $46.4 million during 2011, $38.6 million during 2012, $34.3 million during 2013, and $26.2 million thereafter.
Restructuring Charges
Restructuring expense for the three and six months ended July 3, 2009 and June 27, 2008 was as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
(Dollars in thousands) |
|
July 3,
2009 |
|
|
June 27,
2008 |
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance and benefits |
|
$ |
3,500 |
|
|
$ |
3,344 |
|
|
$ |
7,988 |
|
|
$ |
3,344 |
|
During the three and six months ended July 3, 2009, restructuring expense of $3.5 million and $8.0 million, respectively, was related to decisions to streamline processes and reduce the cost structure of the Company, with approximately 250 positions eliminated. As a result of the decisions made through the second quarter
of 2009, we expect restructuring activities to result in additional restructuring expense totaling approximately $0.8 million through the fourth quarter of 2009. During the three and six months ended July 3, 2009, of the total restructuring expense, $1.3 million and $4.9 million, respectively, was shown as a separate line within Operating expense, and $2.2 million and $3.1 million, respectively, was included within Cost of sales on the Company’s Condensed Consolidated Statements
of Income.
During the three and six months ended June 27, 2008, restructuring expense of $3.3 million was related to management decisions designed to improve operational efficiency and financial results. The restructuring expense, included in cost of sales and operating expense, was related to a decision to streamline processes and
reduce the cost structure of the Company, with approximately 90 positions eliminated. During the three and six months ended June 27, 2008, of the total restructuring expense, $2.4 million was shown as a separate line within Operating expense, and $0.9 million was included within Cost of sales on the Company’s Condensed Consolidated Statements of Income.
Restructuring liability:
The following table summarizes the restructuring activity for the six months ended July 3, 2009:
(Dollars in thousands) |
|
|
|
Balance as of January 2, 2009 |
|
$ |
1,917 |
|
Charges |
|
|
7,988 |
|
Payments |
|
|
(4,476 |
) |
Adjustments |
|
|
90 |
|
Balance as of July 3, 2009 |
|
$ |
5,519 |
|
The $5.5 million restructuring accrual consisted of severance and benefits and was included in Other current liabilities. It is expected to be paid through the first quarter of fiscal 2010.
Non-operating Income, Net
The components of non-operating income, net, were as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
|
July 3,
2009 |
|
|
June 27,
2008 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
223 |
|
|
$ |
508 |
|
|
$ |
422 |
|
|
$ |
965 |
|
Interest expense |
|
|
(465 |
) |
|
|
(413 |
) |
|
|
(958 |
) |
|
|
(1,175 |
) |
Foreign currency transaction gain (loss), net |
|
|
(216 |
) |
|
|
1,253 |
|
|
|
(32 |
) |
|
|
2,221 |
|
Income from joint ventures |
|
|
352 |
|
|
|
2,618 |
|
|
|
520 |
|
|
|
4,633 |
|
Other income (expense), net |
|
|
1,161 |
|
|
|
153 |
|
|
|
447 |
|
|
|
(754 |
) |
Total non-operating income, net |
|
$ |
1,055 |
|
|
$ |
4,119 |
|
|
$ |
399 |
|
|
$ |
5,890 |
|
Non-operating income, net decreased $3.1 million and $5.5 million for the second quarter and the first six months of fiscal 2009, respectively, as compared to the same corresponding period in fiscal 2008. The decrease for both the three and six month periods was primarily due to lower income from joint ventures and a decrease in foreign
exchange gains.
Income Tax Provision
Our effective income tax rate for the three and six months ended July 3, 2009 was 29.0% and 27.2%, respectively, as compared to 27.5% and 30.1% for the three months and six months ended June 27, 2008. The 2009 and 2008 second quarter fiscal rate is lower than the statutory federal income tax rate of 35% primarily due to
the geographical mix of our pre-tax income.
OFF-BALANCE SHEET FINANCINGS AND LIABILITIES
Other than lease commitments incurred in the normal course of business, we do not have any off-balance sheet financing arrangements or liabilities, guarantee contracts, retained or contingent interests in transferred assets, or any obligation arising out of a material variable interest in an unconsolidated entity. We do not have any
majority-owned subsidiaries that are not included in the condensed consolidated financial statements. Additionally, we do not have any interest in, or relationship with, any special purpose entities.
In the normal course of business to facilitate sales of its products, we indemnify other parties, including customers, lessors, and parties to other transactions with us, with respect to certain matters. We have agreed to hold the other party harmless against losses arising from a breach of representations or covenants, or out of intellectual
property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our officers and directors, and our bylaws contain similar indemnification obligations to our agents.
It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements were not material and no liabilities have
been recorded for these obligations on the Condensed Consolidated Balance Sheets as of July 3, 2009 and January 2, 2009.
LIQUIDITY AND CAPITAL RESOURCES
As of |
|
July 3,
2009 |
|
|
January 2,
2009 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
190,154 |
|
|
$ |
147,531 |
|
Total debt |
|
|
151,508 |
|
|
|
151,588 |
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
July 3,
2009 |
|
|
June 27,
2008 |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by operating activities |
|
$ |
108,674 |
|
|
$ |
100,363 |
|
Cash used in investing activities |
|
|
(73,796 |
) |
|
|
(52,877 |
) |
Cash provided by (used in) financing activities |
|
|
5,930 |
|
|
|
(75,933 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
1,815 |
|
|
|
5,068 |
|
Net increase (decrease) in cash and cash equivalents |
|
$ |
42,623 |
|
|
$ |
(23,379 |
) |
Cash and Cash Equivalents
As of July 3, 2009, cash and cash equivalents totaled $190.2 million as compared to $147.5 million at January 2, 2009. Debt was $151.5 million as of July 3, 2009, as compared to $151.6 million at January 2, 2009.
* Our ability to continue to generate cash from operations will depend in large part on profitability, the rate of collections of accounts receivable, our inventory turns, and our ability to manage other areas of working capital.
* We believe that our cash and cash equivalents, together with our revolving credit facilities will be sufficient to meet our anticipated operating cash needs and stock purchases under the stock repurchase program for at least the next twelve months.
* We anticipate that planned capital expenditures primarily for computer equipment, software, manufacturing tools and test equipment, and leasehold improvements associated with business expansion, will constitute a partial use of our cash resources. Decisions related to how much cash is used for investing are influenced
by the expected amount of cash to be provided by operations.
Operating Activities
Cash provided by operating activities was $108.7 million for the six months ended July 3, 2009, as compared to $100.4 million for the six months ended June 27, 2008. This increase of $8.3 million was primarily driven by a decrease in accounts receivable days sales outstanding (63 days versus 69 days in the second quarter
of 2008), partially offset by a decrease in net income before non-cash depreciation and amortization and income taxes due.
Investing Activities
Cash used in investing activities was $73.8 million for the six months ended July 3, 2009, as compared to $52.9 million for the six months ended June 27, 2008. The increase of $20.9 million was due to increased cash used for business and intangible asset acquisitions.
Financing Activities
Cash provided by financing activities was $5.9 million for the six months ended July 3, 2009, as compared to cash used of $75.9 million for the six months ended June 27, 2008. The increase of $81.8 million was primarily due to the stock repurchase and pay down of debt in the first six months of fiscal 2008.
Accounts Receivable and Inventory Metrics
As of |
|
July 3,
2009 |
|
|
January 2,
2009 |
|
|
|
|
|
|
|
|
Accounts receivable days sales outstanding |
|
|
63 |
|
|
|
69 |
|
Inventory turns per year |
|
|
3.5 |
|
|
|
4.2 |
|
Accounts receivable days sales outstanding were 63 days as of July 3, 2009, as compared to 69 days as January 2, 2009 due to increased revenue linearity. Our accounts receivable days sales outstanding is calculated based on ending accounts receivable, net, divided by revenue for the corresponding fiscal quarter, times a
quarterly average of 91 days. Our inventory turns were 3.5 as of July 3, 2009, as compared to 4.2 as of January 2, 2009. The decrease in turns is primarily due to slower sales. Our inventory turnover is based on the total cost of sales for the fiscal period over the average inventory for the corresponding fiscal period.
Debt
As of July 3, 2009, our total debt was comprised primarily of our revolving credit line in the amount of $151.0 million, which was drawn down in the third and the fourth quarters of fiscal 2008. As of July 3, 2009 and January 2, 2009, there were also notes payable totaling approximately $508,000 and $588,000, respectively, primarily
consisting of government loans to foreign subsidiaries.
On July 28, 2005, we entered into a $200 million unsecured revolving credit agreement (the 2005 Credit Facility) with a syndicate of 10 banks with The Bank of Nova Scotia as the administrative agent. On February 16, 2007, we amended our existing $200 million unsecured revolving credit agreement with a syndicate of 11 banks
with The Bank of Nova Scotia as the administrative agent (the 2007 Credit Facility). Under the 2007 Credit Facility, we exercised the option in the existing credit agreement to increase the availability under the revolving credit line by $100 million, for an aggregate availability of up to $300 million, and extended the maturity date of the revolving credit line by 18 months, from July 2010 to February 2012. Up to $25 million of the availability under the revolving credit line may be used to issue
letters of credit, and up to $20 million may be used for paying off other debts or loans. The maximum leverage ratio under the 2007 Credit Facility is 3.00:1.00. The funds available under the 2007 Credit Facility may be used by us for acquisitions, stock repurchases, and general corporate purposes. As of August 20, 2008, we amended the 2007 Credit Facility to allow us to redeem, retire or purchase Trimble common stock without limitation so long as no default or unmatured
default then existed, and leverage ratio for the two most recently completed periods was less than 2.00:1.00. In addition, the definition of the fixed charge was amended to exclude the impact of redemptions, retirements, or purchases of Trimble common stock from the fixed charges coverage ratio. For additional discussion of our debt, see Note 8 of Notes to the Condensed Consolidated Financial Statements.
In addition, during the first quarter of fiscal 2007 we incurred a five-year term loan under the 2007 Credit Facility in an aggregate principal amount of $100 million, which was repaid in full during fiscal 2008.
We may borrow funds under the 2007 Credit Facility in U.S. Dollars or in certain other currencies, and borrowings will bear interest, at our option, at either: (i) a base rate, based on the administrative agent's prime rate, plus a margin of between 0% and 0.125%, depending on our leverage ratio as of our most recently ended fiscal
quarter, or (ii) a reserve-adjusted rate based on the London Interbank Offered Rate (LIBOR), Euro Interbank Offered Rate (EURIBOR), Stockholm Interbank Offered Rate (STIBOR), or other agreed-upon rate, depending on the currency borrowed, plus a margin of between 0.625% and 1.125%, depending on our leverage ratio as of the most recently ended fiscal quarter. Our obligations under the 2007 Credit Facility are guaranteed by certain of our domestic subsidiaries.
The 2007 Credit Facility contains customary affirmative, negative and financial covenants including, among other requirements, negative covenants that restrict our ability to dispose of assets, create liens, incur indebtedness, repurchase stock, pay dividends, make acquisitions, make investments, enter into mergers and consolidations
and make capital expenditures, within certain limitations, and financial covenants that require the maintenance of leverage and fixed charge coverage ratios. The 2007 Credit Facility contains events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments, and events constituting a change of control. Upon the occurrence
and during the continuance of an event of default, interest on the obligations will accrue at an increased rate and the lenders may accelerate our obligations under the 2007 Credit Facility, however that acceleration will be automatic in the case of bankruptcy and insolvency events of default. As of July 3, 2009 we were in compliance with all financial debt covenants.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We use certain derivative financial instruments to manage these risks. We do not use derivative financial instruments for speculative purposes. All financial instruments are used in accordance with policies approved by our Board
of Directors.
Market Interest Rate Risk
There have been no significant changes to our market interest rate risk assessment. Refer to our 2008 Annual Report on Form 10-K.
Foreign Currency Exchange Rate Risk
There have been no significant changes to our foreign currency exchange rate risk assessment. Refer to our 2008 Annual Report on Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures.
The management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period
covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.
(b) Internal Control Over Financial Reporting.
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are involved in litigation arising out of the ordinary course of our business. There are no known claims or pending litigation expected to have a material effect on our overall financial position, results of operations, or liquidity.
A description of factors that could materially affect our business, financial condition, or operating results is included under “Risk and Uncertainties” in Item 1A of Part I of our 2008 Annual Report on Form 10-K and is incorporated herein by reference. There have been no material changes to the
risk factor disclosure since our 2008 Annual Report on Form 10-K. The risk factors described in our Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial conditions and/or operating results.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) |
The Company’s annual meeting of shareholders, (the “Annual Meeting”), was held at the Heritage Theater, located at the Campbell Community Center, 1 W. Campbell Ave., Campbell, California, 95008, on May 19, 2009. |
(b) |
An election of directors was held at the Annual Meeting, with the following individuals being elected to the Company’s Board of Directors. |
DIRECTOR |
VOTE FOR |
WITHHELD |
Steven W. Berglund |
109,553,018 |
953,121 |
John B. Goodrich |
108,596,462 |
1,909,677 |
William Hart |
108,482,878 |
2,023,261 |
Merit E. Janow |
109,850,932 |
655,207 |
Ulf J. Johansson |
109,847,192 |
658,947 |
Bradford W. Parkinson |
109,489,680 |
1,016,459 |
Nickolas W. Vande Steeg |
108,919,250 |
1,586,889 |
(c) Other matters voted upon at the Annual Meeting and the results of the voting with respect to each such matter were as follows:
To approve an amendment to the Company’s Amended and Restated Employee Stock Purchase Plan to increase the number of shares of common stock reserved for purchase thereunder from 11,550,000 to 15,550,000.
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE |
95,267,278 |
2,432,780 |
1,179,503 |
11,626,578 |
To approve amendments to the Company’s Amended and Restated 2002 Stock Plan to (i) increase the number of shares of Company common stock reserved for grant and award thereunder from 12,000,000 to 20,000,000 and (ii) approve the material terms of stock awards that are intended to qualify as performance-based compensation for purposes
of Section 162(m) of the Internal Revenue Code of 1986, as amended.
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE |
88,249,780 |
9,315,923 |
1,313,858 |
11,626,578 |
To ratify the appointment of Ernst & Young, LLP as the independent auditor of the Company for the current fiscal year ending January 1, 2010.
FOR |
AGAINST |
ABSTAIN |
|
109,078,201 |
1,304,074 |
123,863 |
|
3.1 |
Restated Articles of Incorporation of the Company filed June 25, 1986. (2) |
3.2 |
Certificate of Amendment of Articles of Incorporation of the Company filed October 6, 1988. (2) |
3.3 |
Certificate of Amendment of Articles of Incorporation of the Company filed July 18, 1990. (2) |
3.4 |
Certificate of Amendment of Articles of Incorporation of the Company filed May 29, 2003. (3) |
3.5 |
Certificate of Amendment of Articles of Incorporation of the Company filed March 4, 2004. (4) |
3.6 |
Certificate of Amendment of Articles of Incorporation of the Company filed February 21, 2007. (6) |
3.7 |
Bylaws of the Company, amended and restated through July 20, 2006. (5) |
4.1 |
Specimen copy of certificate for shares of Common Stock of the Company. (1) |
10.1+ |
Amended and Restated Employee Stock Purchase Plan, with forms of subscription agreements. (7) |
10.2+ |
Amended and Restated 2002 Stock Plan, with forms of option and restricted stock unit agreements. (7) |
10.3+ |
Trimble Navigation Limited Board of Directors Compensation Policy, effective April 24, 2009. (7) |
10.4+ |
Trimble Navigation Limited Annual Management Incentive Plan. (7) |
10.5+ |
Australian Addendum to the Amended and Restated Employee Stock Purchase Plan. (7) |
10.6* |
Master Manufacturing Services Agreement by and between the Company and Flextronics Corporation (formerly Solectron Corporation) dated March 12, 2004, as amended on January 19, 2005, October 25, 2005 and June 20, 2007.* (7) |
10.7+ |
Australian Addendum to the Trimble Navigation Limited Amended and Restated 2002 Stock Plan. (7) |
31.1 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 10, 2009. (7) |
31.2 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 10, 2009.(7) |
32.1 |
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 10, 2009. (7) |
32.2 |
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 10, 2009. (7) |
(1) |
Incorporated by reference to exhibit number 4.1 to the registrant's Registration Statement on Form S-1, as amended (File No. 33-35333), which became effective July 19, 1990. |
(2) |
Incorporated by reference to identically numbered exhibits to the registrant's Annual Report on Form 10-K for the fiscal year ended January 1, 1999. |
(3) |
Incorporated by reference to exhibit number 3.5 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2003. |
(4) |
Incorporated by reference to exhibit number 3.6 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2004. |
(5) |
Incorporated by reference to exhibit number 3.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2006. |
(6) |
Incorporated by reference to exhibit number 3.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2007. |
+ Indicates management contract or compensatory plan or arrangement required to be filed as an exhibit to this Quarterly Report on Form 10Q.
* Portions of this document have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
TRIMBLE NAVIGATION LIMITED |
|
|
(Registrant) |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Rajat Bahri |
|
|
Rajat Bahri |
|
|
Chief Financial Officer |
|
|
(Authorized Officer and Principal |
|
|
Financial Officer) |
|
DATE: August 10, 2009
EXHIBIT INDEX
3.1 |
Restated Articles of Incorporation of the Company filed June 25, 1986. (2) |
3.2 |
Certificate of Amendment of Articles of Incorporation of the Company filed October 6, 1988. (2) |
3.3 |
Certificate of Amendment of Articles of Incorporation of the Company filed July 18, 1990. (2) |
3.4 |
Certificate of Amendment of Articles of Incorporation of the Company filed May 29, 2003. (3) |
3.5 |
Certificate of Amendment of Articles of Incorporation of the Company filed March 4, 2004. (4) |
3.6 |
Certificate of Amendment of Articles of Incorporation of the Company filed February 21, 2007. (6) |
3.7 |
Bylaws of the Company, amended and restated through July 20, 2006. (5) |
4.1 |
Specimen copy of certificate for shares of Common Stock of the Company. (1) |
|
Amended and Restated Employee Stock Purchase Plan, with forms of subscription agreements. (7) |
|
Amended and Restated 2002 Stock Plan, with forms of option and restricted stock unit agreements. (7) |
|
Trimble Navigation Limited Board of Directors Compensation Policy, effective April 24, 2009. (7) |
|
Trimble Navigation Limited Annual Management Incentive Plan. (7) |
|
Australian Addendum to the Amended and Restated Employee Stock Purchase Plan. (7) |
|
Master Manufacturing Services Agreement by and between the Company and Flextronics Corporation (formerly Solectron Corporation) dated March 12, 2004, as amended on January 19, 2005, October 25, 2005 and June 20, 2007.* (7) |
|
Australian Addendum to the Trimble Navigation Limited Amended and Restated 2002 Stock Plan. (7) |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 10, 2009. (7) |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated August 10, 2009.(7) |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 10, 2009. (7) |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated August 10, 2009. (7) |
(1) |
Incorporated by reference to exhibit number 4.1 to the registrant's Registration Statement on Form S-1, as amended (File No. 33-35333), which became effective July 19, 1990. |
(2) |
Incorporated by reference to identically numbered exhibits to the registrant's Annual Report on Form 10-K for the fiscal year ended January 1, 1999. |
(3) |
Incorporated by reference to exhibit number 3.5 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2003. |
(4) |
Incorporated by reference to exhibit number 3.6 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2004. |
(5) |
Incorporated by reference to exhibit number 3.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2006. |
(6) |
Incorporated by reference to exhibit number 3.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2007. |
+ Indicates management contract or compensatory plan or arrangement required to be filed as an exhibit to this Quarterly Report on Form 10Q.
* Portions of this document have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2.
36