UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 30, 2016January 3, 2020
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to
Commission File Number: 001-14845
TRIMBLE INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 94-2802192 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
935 Stewart Drive, Sunnyvale, CA
(Address of principal executive offices)
94085
(Zip Code)
Registrant’s telephone number, including area code: (408) (408) 481-8000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which |
| Common Stock, $0.001 par value | TRMB | NASDAQ Global Select Market |
| (Title of Class) | ||
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesý☒ No ¨☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ ☐Noý☒
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. Yesý☒ No ¨☐
Indicate by check mark whether the registrant has submitted electronically, and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesý☒ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
| Large Accelerated Filer | ☒ | Accelerated Filer | ||||
| Non-accelerated Filer | Smaller Reporting Company | |||||
| Emerging Growth Company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No ý☒
As of July 1, 2016,June 28, 2019, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $6.1$11.4 billion based on the closing price as reported on the NASDAQ Global Select Market. Shares of common stock held by each officer and director of the registrant have been excluded in that such person may be deemed to be an affiliate. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at February | ||
| Common stock, $0.001 par value | shares | ||
DOCUMENTS INCORPORATED BY REFERENCE
Certain parts of Trimble Inc. Proxy Statement relating to the annual meeting of stockholders to be held on May 2, 201727, 2020 (the “Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to the “safe harbor” created by those sections. These statements include, among other things:
the portion of our revenue comingexpected to come from sales to international customers;customers located in countries outside of the U.S.;
seasonal fluctuations in our construction andequipment revenue, sales to U.S. governmental agencies, agricultural equipment business revenues,revenue, global macroeconomic conditions, and business conditionsexpectations that we may experience less seasonality in the markets we serve;future;
our plans to continue to invest in research and development at a rate consistent with our past, to actively develop and introduce new products to improve our competitive position, and to enter new markets;deliver targeted solutions to the markets we serve;
a continued shift in revenue towards a more significant mix of software, recurring revenue, and services;
our belief that increases in recurring revenue from our software and subscription solutions will provide us with enhanced business visibility over time;
our potential exposure in connection with pending proceedings;
any anticipated benefits to us from our acquisitions and our ability to successfully integrate the acquired businesses;
fluctuations in interest rates and foreign currency exchange rates;
our belief that our gross unrecognized tax benefits will not materially change in the next twelve months; and
our growth strategy, including our focus on historically underserved large markets, the impositionrelative importance of barriers to international trade.organic growth versus strategic acquisitions, and the reasons that we acquire businesses.
The forward-looking statements regarding future events and the future results of Trimble Inc. (formerly Trimble Navigation Limited) (“Trimble” or “the Company” or “we” or “our” or “us”) are based on current expectations, estimates, forecasts, and projections about the industries in which Trimble operates, Trimble's current tax structure, including where Trimble's assets are deemed to reside for tax purposes, and the beliefs and assumptions of the management of Trimble. Discussions containing such forward-looking statements may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”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 involve certain risks and uncertainties that could cause actual results, levels of activity, performance, achievements, and events to differ materially from those implied by such forward-looking statements, including but are not limited to those discussed in this Report under the section entitled “Risk Factors” and elsewhere, and in other reports Trimble files with the Securities and Exchange Commission (“SEC”), specifically the most recent reports on Form 8-K and Form 10-Q, each as it may be amended from time to time. These forward-looking statements are made as of the date of this Annual Report on Form 10-K. We reserve the right to update these statements for any reason, including the occurrence of material events, but assume no duty to update these statements to reflect subsequent events. The risks and uncertainties under the caption “Risks and Uncertainties” contained herein, among other things, should be considered in evaluating our prospects and future financial performance.
TRIMBLE INC.
TABLE OF CONTENTS
| PART I | ||
| Item 1 | ||
| Item 1A | ||
| Item 1B | ||
| Item 2 | ||
| Item 3 | ||
| Item 4 | ||
| PART II | ||
| Item 5 | ||
| Item 6 | ||
| Item 7 | ||
| Item 7A | ||
| Item 8 | ||
| Item | ||
| Item 9A | ||
| Item 9B | ||
| PART III | ||
| Item 10 | ||
| Item 11 | ||
| Item 12 | ||
| Item 13 | ||
| Item 14 | ||
| PART IV | ||
| Item 15 | ||
| Item 16 | ||
PART I
| Item 1. | Business |
Trimble Inc., a Delaware corporation, is a leading provider of technology solutions that enable professionals and field mobile workers to improve or transform their work processes. Our comprehensive work process solutions are used across a range of industries including agriculture, architecture, civil engineering, survey, and land administration, construction, geospatial, environmental management, government, natural resources, transportation, and utilities. Representative Trimble customers include engineering and construction firms, contractors, owners, surveying companies, farmers and agricultural companies, enterprise firms with large-scale fleets,trucking companies, energy, mining and utility companies, and state, federal, and municipal governments.
Many of our products integrate real-time positioning or location technologies with wireless communications and software or information technologies. Information about location or position is transmitted via a wireless link to a domain-specific software application, which enhances the productivity of the worker, asset, or work process. Position is provided through a number of technologies including the Global Positioning System (GPS)("GPS"), other Global Navigation Satellite Systems (GNSS)("GNSS") and their augmentation systems, and systems that use laser, optical, inertial, or other technologies to establish real-time position. Integration of wireless communications in our solutions facilitates real-time data flow, communication, and situational awareness within sites and between work sites or vehicles and offices.
Software is a key element of most of our solutions and accounts for a steadily increasing portion of our business. Our software products and services range from embedded real-time firmware through field service and location oriented solutions on handheld and other small footprint devices, to application software that integrates field data with large scale enterprise back-office applications. Many of our software solutions are built on configurable and enterprise grade scalable platforms that can be tailored to the workflows that our customers follow to implement their customized business processes. Our software capabilities include extensive 3-D modeling, analysis and design solutions, civil engineering alignment selection solutions, design and data preparation software, BIM software, enterprise resource planning and project management solutions, cloud-based collaboration solutions, applications for advanced surveying and geospatial data collection and analysis, farm productivity solutions, fleet management solutions for transportation, as well as a large suite of domain-specific software applications used across a host of industries including agriculture, construction, utilities, and transportation. Our software is sold as a perpetual license or as a subscription and can be delivered for on-premise installation or in a hosted environment as Software as a Service (SaaS)("SaaS"). Our software products allow our customers to optimize their work processes for targeted outcomes, improve their productivity, and gain insight into their projects and operations to enhance their decision making and to gain maximum benefit from a broad range of other Trimble products and systems.
Our global operations include major development, manufacturing, or logistics operations in the United States, Sweden, Finland, Germany, New Zealand, Canada, the United Kingdom, the Netherlands, China, and India. Products are sold in more than 100 countries, through dealers, representatives, joint ventures, and other channels throughout the world, as well as direct sales to end users.end-users. Sales are supported by our own offices located in more than 35over 40 countries around the world.
We began operations in 1978 and were originally incorporated in California as Trimble Navigation Limited in 1981. On October 1, 2016, Trimble Navigation Limited changed its name to Trimble Inc. and changed its state of incorporation from the State of California to the State of Delaware. Our common stock has been publicly traded on NASDAQ since 1990 under the symbol TRMB.
Business Strategy
Our growth strategy is centered on multiple elements:
| • | Focus on attractive markets with significant growth and profitability potential - We focus on large markets historically underserved by technology that offer significant potential for long-term revenue growth, profitability, and market leadership. Our core industries such as construction, agriculture, and transportation are each multi-trillion dollar global industries that operate in demanding environments with technology adoption in the early phases relative to other industries. With the emergence of mobile computing capabilities, the increasing technological know-how of end users, and compelling return on investment, we believe many of our markets are attractive for substituting Trimble’s technology and solutions in place of traditional operating methods. |
| • | Domain knowledge and technological innovation that benefit a diverse customer base - We have over time redefined our technological focus from hardware-driven point solutions to integrated work process solutions by developing domain expertise and heavily reinvesting in R&D and acquisitions. We currently have over 1,200 unique patents. We intend to continue to take advantage of our technology portfolio and deep domain knowledge to quickly and cost-effectively deliver specific, targeted solutions to each of the vertical markets we serve. We look for opportunities where the opportunity for technological change is high and that have a requirement for the integration of multiple technologies into complete vertical solutions. |
| • | Increasing focus on software and services - Software and services targeted for the needs of vertical end markets are increasingly important elements of our solutions and are core to our growth strategy. Trimble generally has an open application programming interface philosophy and open vendor environment, which leads to increased adoption of our software and analytics offerings. These software and services solutions integrate and optimize additional workflows for our customers, thereby improving their work productivity, and in the case of subscription, maintenance, and support services, also provide us with enhanced business visibility over time. Professional services constitute an additional customer offering that helps our customers integrate and optimize the use of our offerings in their environment. |
| • | Geographic expansion with localization strategy - We view international expansion as an important element of our strategy and we continue to position ourselves in geographic markets that will serve as important sources of future growth. We currently have a physical presence in over 40 countries and distribution channels over 85 countries. |
| • | Optimized go-to-market strategies to best access our markets - We utilize vertically focused go-to-market strategies that leverage domain expertise to best serve the needs of individual markets both domestically and abroad. These go-to-market capabilities include independent dealers, joint ventures, original equipment manufacturers ("OEM"), and distribution alliances with key partners, such as CNH Global, Caterpillar, and Nikon, as well as direct sales to end-users, which provides us with broad market reach and localization capabilities to effectively serve our markets. |
| • | Strategic acquisitions - Organic growth continues to be our primary focus, while acquisitions serve to enhance our market position. We acquire businesses that bring domain expertise, technology, products, or distribution capabilities that augment our portfolio and allow us to penetrate existing markets more effectively, or to establish a market beachhead. Our success in targeting and effectively integrating acquisitions is an important aspect of our growth strategy. |
Business Segments and Markets
The EngineeringBuildings and ConstructionInfrastructure segment primarily serves customers working in architecture, engineering, construction, surveying, natural resourcesarchitects, engineers, contractors, owners, and government.operators. Within this segment, our most substantial product portfolios are focused on building construction and civil engineering and construction,construction.
Building Construction. The Trimble building construction portfolio of solutions for the commercial and geospatial.industrial building industry spans the entire life cycle of a building and is used by owners, architects, designers, general contractors, sub-contractors, engineers, and facility owners or lessees. These solutions serve to improve productivity and to enhance data sharing and collaboration across different teams and stakeholders to help keep projects within cost, time, and quality targets. The suite of technologies and solutions we provide to the building industry includes program management solutions for owners, software for 3D conceptual design and modeling, BIM software that is used in design, engineering, and construction, enterprise resource planning and project management and project collaboration for general contractors, advanced integrated site layout and measurement systems, cost estimating, scheduling, and project controls solutions for contractors. The suite also includes applications for sub-contractors and construction trades such as steel, concrete and mechanical, electrical and plumbing, and an integrated workplace management services ("IWMS") software suite for real estate management, project coordination, and capital program planning and management. In addition,
Trimble’s Connect collaboration platform streamlines customer workflows and enables interoperability between Trimble’s and other providers' solutions. These solutions for the building industry serve to automate, streamline, and transform work processes across the building construction industry. Our solutions provide customer benefits such as reduced costs, reduced waste and re-work, increased worker safety and efficiencies, faster project completion times, improved information flow, better decision making, and enhanced quality control and sustainability. During 2019, we announced advances in several of our software packages and solutions.
Civil Engineering and Construction.Before dirt is ever moved in civil construction, feasibility, design, and scheduling are critical steps to site construction. Trimble provides the civil engineering and construction industry with a continuum of field solutions, software solutions, and services at every stage of the project - from planning and design, to construction, operation, and maintenance. Our civil construction solutions are used in civil infrastructure such as roads, railways, airports, land management, solar farms, marine construction, and landfills. Our solutions are used across the entire project life cycle to improve productivity, reduce waste and re-work, and enable more informed decision making through enhanced situational awareness, data flow, and project collaboration. At the same time, our solutions can improve worker safety and reduce environmental impact. Our suite of integrated solutions and technologies in this area includes field and office software for optimized route selection and design, systems to automatically guide and control construction equipment such as excavators, bulldozers, wheel loaders, motor graders, and paving equipment, systems to monitor, track, and manage assets, equipment, and workers, and software to facilitate the sharing and communication of data in real time. Together, these solutions are designed to transform how work is done within the heavy civil construction industry.
The Connected Site describes our civil construction market portfolio which integrates data and information across the entire construction process and across mixed fleets. This includes data from site positioning and machine control systems, construction asset management equipment and services, and various software applications. Utilizing wireless and internet-based site communications infrastructure, our Connected Site solutions include the ability to track and control equipment, perform remote
machine diagnostics, and reduce re-work. By leveraging the Connected SiteTrimble technology, contractors gain greater insight into their operations, helping them to lower costs and improve productivity, worker safety, and asset utilization.
During 2016,2019, we announced a number of developments, including the formationlaunch of factory fit, Trimble-Ready programs,an e-commerce platform for pre-owned Trimble products, and new collaborations with various original equipment manufacturers (OEM) within our Civil Engineering and Construction business. We also announced the introduction of office software, site positioning and machine control solutions designed for site and utility contractors and owner/operators. These solutions offer small to mid-sized contractors a reliable, flexible and affordable option to leverage construction technology.
We sell and distribute our products in the Building and Infrastructure segment through both a direct sales force and global networks of independent dealers with expertise and customer relationships in the respective markets, including the network of SITECH Technology Dealers, which serves the civil construction industry. BuildingPoint is an initiative to form a global network of specialized distribution partners to serve the building industry includes software for 3D conceptual design and modeling, BIM software which is used in design, construction and maintenance, advanced integrated site layout and measurement systems, cost estimating, scheduling, and project controls solutions for contractors, applications for sub-contractors and trades such as steel, concrete and mechanical, electrical and plumbing, and a bestneeds of breed integrated workplace management services (IWMS) software suite for real estate management, project coordination, capital program planning and management, and facility management for building owners and program managers. In addition, Trimble’s Connect collaboration platform streamlines customer workflows and enables interoperability between Trimble’s solutions. Our joint venture with Hilti, a leading global provider of solutions to the building trades, develops products which integrate Trimble’s positioning and asset management technologies with Hilti’s tools capabilities to create smarter tools and smarter construction sites. Together, these solutions for the building industry serve to automate, streamline and transform work processes across the building construction industry. Our solutions provide customer benefits such as reduced costs, reduced waste and re-work, increased worker safety and efficiencies, faster project completion times, improved information flow, better decision making and enhanced quality control.
Competitors in this segment are typically companies that provide optical, laser, or GNSS positioning products as well as companies that produce software specific to the construction process. Our principal competitors are Topcon Corporation, Hexagon AB, and solutions. We launched Trimble ProjectSight, a new generation of our cloud-based project controls solution for construction managers and general contractors, which is a web and mobile solution that streamlinesAutodesk. As the creation, access and sharing of project information between the office and the jobsite for more efficient, accurate and predictable project delivery. Additionally, we collaborated with the Hilti Group to deliver new software integration and data exchange solutions, which are intended to facilitate the sharing of design information between software applications, provide easy access to data in the cloud, and provide more design content, specification information and pricing to our users. We also launched our SketchUp Viewer for Microsoft HoloLens, which is a new mixed-reality solution that allows users to virtually inhabit and experience their designs to improve quality, communication and efficiency in the design, construction and operation of buildings.
Geospatial
The Geospatial segment primarily serves customers working in surveying, engineering, and government. Within this segment our offerings designed to provide contractorsmost substantial product portfolios are focused on surveying and engineers with increased efficiencies throughout the building lifecycle.geospatial, and geographic information systems ("GIS").
technologies are used in handheld, land mobile, and airborne applications and incorporate technologies such as mobile application software, high precision GNSS, robotic measurement systems, inertial positioning, 3D laser scanning, digital imaging, and optical or laser measurement and unmanned aerial vehicles.measurement. We maintain a joint venture with Nikon, which focuses on the design and manufacture in Japan of surveying instruments including mechanical total stations and related products. Our office basedoffice-based products include software for planning, data processing and editing, quality control, 3D modeling, intelligent data analysis and feature extraction, deformation monitoring, project reporting, and data export. Our customers in this area gain benefits from the use of our products including significantly improved productivity in both field and office activities, improved safety through non-contact measurement and detection of potentially dangerous ground or structure movement, and improved data flow whichthat enables better decision making.
During 2019, we announced the release of a new GNSS geo-location capabilities to transform consumer devices into high-accuracy mobile data collection systems.receiver, the launch of a new 3D laser scanning system, and the launch of a new high-performance field computer for our Mapping and Geographic Information Systems (GIS) portfolio.
We sell and distribute our products in the Engineering and ConstructionGeospatial segment primarily through multiple global networks of independent dealers with expertise and customer relationships in their respective segments, each supported by Trimble personnel. In 2016, the network of SITECH Technology Dealers, which serves the civil construction industry, expanded to 111 dealers worldwide across all regions, including the Americas, Europe, Middle East, Africa, Asia, China, and the South Pacific. We also made significant progress during the year with BuildingPoint, an initiative to form a global network of distribution partners to serve the needs of the building construction industry.
independent dealers and business partners. Competitors in this segment are typically survey instrument companies that provide optical, laser orutilizing GNSS positioning productstechnology such as well as companies that produce software specific to the construction process. Our principal competitors are Topcon Corporation and Hexagon AB and Autodesk.AB. We compete principally on the basis of innovative, differentiated products, service, qualityrobust performance, ease of use, price, interoperability, and geographic reach.interconnectedness.
For many of Trimble's end market applications and customer needs, the positional accuracy that can be derived from GNSS satellite signals alone is insufficient. In these applications, higher levels of positional accuracy are required. For these situations, Trimble Ag Softwareprovides an augmentation service that improves the positional accuracy that is available to the customer, thereby enabling higher levels of precision and Agri-Trend Coachingautomation in work processes that are conducted in the field. This service is provided by Trimble Positioning Services ("Positioning Services") and is available in a variety of formats and accuracy levels, depending on the relevant application's specific needs. Positioning Services serves customers in a variety of end markets, including agriculture, construction, geospatial, and other markets, with a majority of its customers being in agriculture.
During the third quarter of 2019, we completed the acquisition of 3LOG Systems, Inc., a supplier of timber management software solutions. The acquisition complements Trimble's forestry business software portfolio and further expands the Trimble Connected Forest™ solutions, which offer a complete end-to-end ecosystem for forest management, traceability, and timber processing.
During the fourth quarter of 2019, we completed the acquisition of privately-held Azteca Systems LLC (dba "Cityworks"), a provider of enterprise asset management (EAM) software for utilities and local government. Cityworks' solutions address the global challenges associated with maintaining and replacing aging utility, transportation, and public assets and infrastructure.
Additionally, during the fourth quarter of 2019, we announced the acquisitions of Cansel Survey Equipment's Can-Net and AllTerra New Zealand's iBase networks. The acquisitions significantly increase the global footprint of Trimble-owned Virtual Reference Station (VRS) networks by adding geographies in Canada and New Zealand. Subscription-based VRS correction services are available in many locations including within our Vantage distribution channel.now accessible to more customers around the world who rely on high-accuracy corrections to increase productivity and reduce operational costs.
We use multiple distribution approaches to access the agricultural market including independent dealers and direct selling to enterprise accounts. A significant portion of our sales are through CNH Global and affiliated dealer networks. During 2016 we expanded our Vantage global distribution channel. VantageTrimble distributors provide a premier level of technical expertise, customer service and support capabilities, and operate with a strategy that fosters technology interoperability in mixed fleets used on a farm. Vantage partnersTrimble distributors are committed to providing reliable, responsive, and dedicated infieldin-field service and support as well as creating a hassle freehassle-free experience for thegrower and their advisors when implementing advanced technology solutions. They also provide training soto help farmers and advisors havegain a better understanding of how to use the technology in a way that best meets their farming needs. We currently have Vantage partners in over 12 countries across 4 continents. Our forestry and utilities portfolios use a mix of direct sales and indirect distribution.
Competitors in thisthe agricultural market are vertically integrated farm equipment and implement companies, such as John Deere and AGCO, and agricultural instrumentation companies, such as Raven and Ag Junction. As we expand our business in agronomic services and data oriented applications, we expect to increasingly compete with major input suppliers such as Monsanto.Raven. We compete principally on the basis of robust performance, ease of use, domain expertise, customer support, price, interoperability, interconnectedness, and the completeness of our solutions.
Trimble’s transportation solutions are multi-modal and provide capabilities for the long-haul trucking, field dataservice management, rail, and integrate that data into GIS databases. Our handheld data collection systems allow usersconstruction logistics industries to quickly log positionscreate a fully integrated supply chain and descriptive information about their assets, ensure the integrity and accuracyconnect all aspects of GIS information and ultimately, enable better decision-making. Through a combination of wireless technologies and software solutions, fieldwork results are seamlessly delivered to the back-office GIS, and mobile workers can also access GIS information remotely. This capability provides significant advantages to users including improved productivity, accuracy and access to information in the field.
The PeopleNet mobile communications system includestelematics solutions encompassingencompass route management, safety and compliance, end-to-end vehicle management, and supply chain communications. PeopleNet's products are used by more than 1,500 transportation fleets in the US and Canada. GEOTrac’s telematics systems provide end-to-end solutions for oil & gas road mapping, vehicle monitoring, geofencing, messaging and alerting, driver productivity, distress notification, lone worker monitoring, reporting and maintenance monitoring. The CarCube/FleetWorks solution is tailored for transportation and logistics companies in Europe and Australia. TMW's transportation software platform serves as a central hub from which the core operations of transportation organizations are managed, data is stored and analyzed, and mission critical business processes are automated. Our software platform automates business processes spanning the entire surface transportation lifecycle,life cycle, order-to-cash, delivering visibility, control, and decision support for the intricate relationships and complex processes involved in the movement of freight. TMW software technologies serve more than 2,300 customers, including many of the most sophisticated and complex transportation companies, as well as hundreds of smaller regional and local operations in North America. In our Mobile Solutions segment, customers manage nearly two million vehicles and mobile assets with $71 billion in annual freight spend, and direct more than 500,000 trucks in North America, Europe, Latin America and Australia-New Zealand. Furthermore, TMW acquired ALK
The Mobile SolutionsTransportation segment generally sells directly to end-users.end-users and OEMs. Sales cycles tend to be long, due tooften involving field trials followed by an extensive decision-making process. Key competitors in this segment include Omnitracs Fleetmatics, Teletrac, and McLeod, among others. We compete principally on the basis of interoperability, domain expertise, customer support and service, price, innovative product offerings, quality, and provision of a complete solution.
Patents, Licenses and Intellectual Property
We seek to establish and maintain our proprietary rights in our technology and products through the use of patents, copyrights, trademarks, and trade secret laws. We have a program to file applications for and obtain patents, copyrights, and trademarks in the United States and in selected foreign countries where we believe filing for such protection is appropriate. We hold over 1,200 unique issued and enforceable patents, the majority of which cover GNSS based technologies and other applications such as optical and laser technology. We are not dependent on any one patent. We also own numerous trademarks and service marks that contribute to the identity and recognition of Trimble and its products and services globally. We generally prefer to own the intellectual property used in our products, either directly or through subsidiaries. From time to time we license technology from third parties.
We are not dependent on any one patent and license. We also own numerous trademarks and service marks that contribute to the identity and recognition of Trimble and its global products and services.
Competition
Our markets are highly competitive, and we expect that both direct and indirect competition will increase in the future. Within our markets, we encounter direct competition from other GNSS, software, optical, and laser suppliers such as Hexagon and Topcon, and competition may intensify from various larger U.S. and non-U.S. competitors. Our hardware products are increasingly subject to competition from existing and new entrants from emerging markets such as China, which compete aggressively on price at the lower pricedlower-priced end of the market.market as well as on economic nationalism. Our integrated hardware and software products may also be subject to increasing competition from mass market devices such as smartphones and tablets combined with relatively inexpensive applications, which have not been heavily used for commercial applications in the past. Our software solutions are also increasingly subject to competition from existing and new entrants into the marketplace, including from some companies that may have access to significantly more resources than Trimble.
Many of our products and solutions are focused on specific industries. In each of these industries, we face competition from companies providing point solutions, or more traditional,traditionally, less technology intensive products and services, and theseservices. These companies often have greater financial resources and more established and recognized brands in those industries. Competing in vertical markets with more established industry participants requires that we successfully establish a market position, and that we market new and sometimes unfamiliar technology and automated solutions to customers that have not previously used such products. We also increasingly offer enterprise level solutions designed to meet the specific needs of our target industries. In doing so, we face competition from larger and more well establishedwell-established providers of enterprise software and services with whom we have not previously competed. See also "Risk Factors - We face substantial competition in our markets, which could decrease our revenue and growth rates or impair our operating results and financial condition."
Sales and Marketing
We tailor our distributiongo-to-market strategies to the needs of our products and regional markets around the world. ManyIn addition to direct sales, many of our products are sold worldwide primarily through indirect channels, including distributors, dealers, and authorized representatives. Occasionally we grant exclusive rights to market certain products or within specific countries. These channels are supported by our regional sales offices throughout the world. We also utilize distribution alliances, OEM relationships, and joint ventures with other companies as a means to serve selected markets as well as direct sales to end-users.
Seasonality of Business
Construction purchases tend to occurequipment revenue, within our Buildings and Infrastructure segment, historically have been higher in early spring, and U.S. governmental agencies tend to utilize funds available at the end of the government’s fiscal year for additional purchases at the end of our third fiscal quarter in September of each year.spring. Our agricultural equipment business revenuesrevenue, within our Resources and Utilities segment, have historically been the highest in the first quarter, followed by the second quarter, reflecting buying in anticipation of the spring planting season in the Northern hemisphere. However, overall as a company, as a result of diversification of our business across segments and the increased impact of subscription revenues,revenue, we may experience less seasonality in the future. Changes in global macroeconomic conditions could also impact the level of seasonality we experience.
Manufacturing
We outsource the manufacturing of many of our hardware products to our key contract manufacturing partners that include Flextronics International Limited,Flex Ltd., Benchmark Electronics Inc., and Jabil. Our contract manufacturing partners are responsible for significant material procurement, assembly, and testing. We continue to manage product design through pilot production for the subcontracted products, and we are directly involved in qualifying suppliers and key components used in all our products. Our current contract with FlextronicsFlex Ltd. continues in effect until either party gives the other ninety days written notice. We also utilize original design manufacturers for some of our products.
We manufacture our laser and optics-based products, as well as some of our GPS products, at our plants in Dayton, Ohio; Danderyd, SwedenSweden; and Shanghai, China. Some of these products or portions of these products are also subcontracted to third parties for assembly.
Our design, manufacturing, and distribution sites in Dayton, Ohio; Sunnyvale, California; Danderyd, Sweden; Eersel, Netherlands,Eindhoven, Netherlands; Auckland, New Zealand, and Shanghai, China are registered to ISO9001:2015 covering the design, production, distribution, and servicing of all our products.
Research and Development
We believe that our competitive position is maintained through the development and introduction of new products, including software and services, that incorporate improved features and functionality, better performance, smaller size and weight, lower cost, or some combination of these factors. We invest substantially in the development of new products. We also make significant investment in the positioning, communication, and information technologies that underlie our products and will likely provide competitive advantages.
We expect to continue investing in research and development at a rate consistent with our past, with the goal of maintaining or improving our competitive position and entering new markets.
Employees
At the end of fiscal 2016,2019, we employed 8,38811,484 employees with approximately 55%56% of employees in locations outside the United States.
Some employees in Sweden and Finland are represented by unions. Some employeesunions and in Germany and France are represented by works councils. We also employ temporary and contract personnel that are not included in the above headcount numbers. We have not experienced work stoppages or similar labor actions.
Available Information
The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to thosethese reports are available free of charge on the Company’s web site through investor.trimble.com, as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. Financial news and reports and related information about our Company as well as GAAP to non-GAAP to GAAP reconciliations canare also be found on this web site. Information contained on our web site is not part of this annual report on Form 10-K.
In addition, you may request a copy of these filings (excluding exhibits) at no cost by writing or telephoning us at our principal executive offices at the following address or telephone number:
Trimble Inc.
935 Stewart Drive, Sunnyvale, CA 94085
Attention: Investor Relations Telephone: 408-481-8000303-635-8551
Information about our Executive Officers
The names, ages and positions of the Company’s executive officers as of February 20, 201728, 2020 are as follows:
| Name | Age | Position | ||
| Executive Chairman | ||||
| Robert G. Painter | 48 | President and Chief Executive Officer | ||
| Chief Financial Officer | ||||
| Senior Vice President | ||||
| Senior Vice President | ||||
| Bryn A. Fosburgh | 57 | Senior Vice President | ||
| James A. Kirkland | Senior Vice President, General Counsel and Secretary | |||
| Senior Vice President | ||||
| Darryl R. Matthews | ||||
| Senior Vice President | ||||
| Julie A. Shepard | Chief Accounting Officer | |||
Steven W. Berglund—Steven Berglund haswas appointed executive chairman of Trimble’s board in January 2020, and previously served as the president and chief executive officer of Trimble since March 1999. Prior to joining Trimble, Mr. Berglund was president of Spectra Precision, a group within Spectra Physics AB. Mr. Berglund’s business
experience includes a variety of senior leadership positions with Spectra Physics, and manufacturing and planning roles at Varian Associates. He began his career as a process engineer at Eastman Kodak. He attended the University of Oslo and the University of Minnesota where he received a B.S. in chemical engineering. Mr. Berglund received his M.B.A. from the University of Rochester. Mr. Berglund is a member of the board of directors of the Silicon Valley Leadership Group and the Association of the boardEquipment Manufacturers (AEM), as well as chairman of trustees of World Educational Services.AEM's construction sector board. He is also a member of the board as well as the construction sector board, of the Association of Equipment Manufacturers. In December 2013, Mr. Berglund was appointed to the board of directors and compensationaudit committee of Belden Inc., a global provider of end-to-end signal transmission solutions.
Robert G. Painter—Robert Painter was appointed Trimble’s president and chief executive officer in January 2020. From 2016 through 2019, he served as the Company's chief financial officer, of Trimble in February 2016. He iswhere he was responsible for Trimble’s worldwide finance operations. In 2015, Mr. Painter joinedwas appointed vice president of Trimble in 2006 and assumed leadership of Trimble’s business development activities, leading all acquisition and corporate strategy activities. From 2009 to 2010, he served as general managerbuildings businesses, a group focused on BIM-centric divisions that span the design-build-operate continuum of the Company’s Construction Services Division.building life cycle. From 20102011 to 2015,2014, he served as general manager of the Company’s joint venture with Hilti, which was created to foster collaborative development of product innovations for the building construction industry. In 2015,From 2009 to 2010, he served as general manager of the Company’s construction services division. Mr. Painter was appointed vice presidentjoined Trimble in 2006 and assumed leadership of Trimble Buildings, a Trimble group focused on BIM-centric businesses that span the Design-Build-Operate continuum of the Building lifecycle.Trimble’s business development, leading all acquisition and corporate strategy activities. Prior to joining the Company, Mr. Painter served in a variety of management and finance positions at Cenveo, Rapt Inc., Bain & Company, Whole Foods Markets,Market, and Kraft Foods. In 1993, he earned a Bachelor of Science degree in Finance from West Virginia University and received an MBA in Business from Harvard University in 1998.
Michael D. Bank—In February 2019, Michael Bank was appointed senior vice president of Trimble's civil engineering and construction business, where he had previously served as vice president since January 2016, as well as supervising Trimble’s precision tools, accessories, mining, aggregates, construction logistics, lifting solutions, and mobile computing solutions divisions. Prior to 2016, he served in general manager and business area manager roles in the precision tools, accessories, and mobile computing solutions divisions. He joined Trimble in 2006 through the acquisition of Apache Technologies, where he served as worldwide sales and marketing manager. Mr. Bank has over 35 years of experience in the construction technology industry. He has held positions in sales, marketing, engineering, product design, and technical support. He received his BS in Civil Engineering from the University of Cincinnati in 1984.
Ronald J. Bisio—In February 2019, Ronald Bisio was appointed senior vice president responsible for Trimble’s surveying and geospatial businesses, where he had previously served as vice president since April 2015. Prior to this role, he served as general manager for Trimble’s rail division from January 2011 until April 2015. He joined Trimble in 1996 and has held several marketing, sales, and general management positions since then at Trimble. He earned a Master of Business Administration degree from the University of Denver, a Master of Regional Planning degree from the University of Massachusetts, and a Bachelor of Science degree in Cartography from Salem State University in Salem, Massachusetts.
Bryn A. Fosburgh—Bryn Fosburgh currently serves as senior vice president responsible for Trimble’s construction businesses, which includes Trimble’s civil engineering and construction, buildings, Viewpoint and e-Builder divisions, as well as Trimble’s joint ventures with Caterpillar, Hilti, and Nikon Joint Ventures,Nikon. From 2016 to 2019, Mr. Fosburgh was the Company’s senior vice president responsible for Trimble’s joint ventures, as well as U.S. Federal government strategy and accounts, OEM construction machine businessdivision, and professional services groups. From 2014 to 2016, he served as senior vice president for Trimble's Geospatial, Civil Engineeringgeospatial, civil engineering and Construction (CEC),construction, and Building businesses,building divisions, and the Caterpillar and Hilti-related joint ventures. From 2010 to 2014, Mr. Fosburgh was responsible for our Buildingsbuildings and Heavy Civilheavy civil construction businessesdivisions along with our Caterpillar and Hilti joint ventures. From 2009 to 2010, Mr. Fosburgh served as vice president for Trimble's Construction Division, Transportationconstruction division, transportation and Logistics, Fields Service Management (FSM)logistics, field service management, and a number of corporate functions and geographical regions. From 2007 to 2009, Mr. Fosburgh was vice president for Trimble's Constructionconstruction and Agriculture Divisions,agriculture divisions, and from 2005 to 2007, Mr. Fosburgh served as vice president and general manager of Trimble's Engineeringengineering and Construction Division.construction division. Mr. Fosburgh joined Trimble in 1994 and has held numerous roles, including vice president and general manager for Trimble's geomatics and engineering division, and division vice president of survey and infrastructure. Prior to Trimble, Mr. Fosburgh was a civil engineer and also held various positions for the U.S. Army Corps of Engineers and Defense Mapping Agency. Mr. Fosburgh received a B.S. in geology from the University of Wisconsin in Green Bay in 1985 and an M.S. from the school of civil engineering at Purdue University in 1989.
James A. Kirkland—James Kirkland currently serves as senior vice president, General Counselgeneral counsel, and Secretary.secretary. He joined the company as vice president and general counsel in July 2008. Prior to joining Trimble, he served as general counsel and executive vice president, strategic development at Covad Communications. Mr. Kirkland also served as senior vice president of spectrum development and general counsel at Clearwire Technologies, Inc. Mr. Kirkland began his career in 1984 as an associate at Mintz Levin and in 1992 he was promoted to partner. Mr. Kirkland received his BA from Georgetown University in Washington, D.C. in 1981 and his J.D. from Harvard Law School in 1984.
Darryl R. Matthews—Darryl Matthews currently serves as senior vice president and sector head responsible for Trimble’s Agriculture, Forestry, Positioning Servicesnatural resources businesses, which includes agriculture, forestry, and HarvestMark Divisions.global services divisions. From 2010 to 2015, Mr. Matthews served as president and general manager of the NAFTA Region for Nufarm Americas, Inc., a subsidiary of Nufarm Limited, a publicly-traded multinational agricultural chemical company. From 2008 to 2010, Mr. Matthews served as general manager of Nufarm Agriculture Inc., the Canadian subsidiary of Nufarm Limited. Mr. Matthews began his career at Dow AgroSciences in Canada where he held management roles in sales and marketing. From 2010 to 2015, he served on the Board of Directors for CropLife America. He received an Honors B.Sc. in Agriculture majoring in Horticultural Science and Business from the University of Guelph in Ontario, Canada in 1994.
| Item 1A. | Risk Factors |
RISKS AND UNCERTAINTIES
You should carefully consider the following risk factors, in addition to the other information contained in this Form 10-K and in any other documents to which we refer you in this Form 10-K, before purchasing our securities. The risks and uncertainties described below are not the only ones we face.
The volatility of our stock price could adversely affect an investment in our common stock
The market price of our common stock has been, and may continue to be, highly volatile. During fiscal 2016,2019, our stock price ranged from $18.36$30.93 to $30.84.$45.94. We believe that a variety of factors could cause the price of our common stock to fluctuate, perhaps substantially, including:
general conditions in the industry in which we compete, or related to the industries in which our customers compete,worldwide economy,
quarterly fluctuations in our actual or anticipated operating results and order levels,
security breaches,
acquisition announcements,
new products or product enhancements announced or introduced by us or our competitors,
disputes with respect to developments in patents or other intellectual property rights,
developments in our relationships with our partners, customers, and suppliers,
the imposition of tariffs or other trade barriers,
political, economic or social uncertainty, and
acts of terrorism.
In addition, the stock market in general and the markets for shares of “high-tech” companies in particular have frequently experienced extreme price fluctuations, which have often been unrelated to the operating performance of affected companies. Any such fluctuations in the future could adversely affect the market price of our common stock.
We operate globally and are subject to significant risks in many jurisdictions
Global or regional conditions may harm our financial results. We have operations in many countries and regionala significant portion of our revenue is derived from countries outside of the United States. As a result, our operations and our financial results, including our ability to design, develop, or sell products, may be adversely affected by a number of factors outside of our control, including:
global and local economic conditions, and the cyclicality of some of our key markets may negatively impact our businesses and our operating results
the strength of the agricultural, engineering, and construction markets,
inadequate infrastructure and other disruptions, such as supply chain interruptions and large-scale outages or unreliable provision of services from utilities, transportation, data hosting, or telecommunications providers,
government restrictions on our operations in any country, or restrictions on our ability to repatriate earnings from a particular country,
differing employment practices and labor issues,
formal or informal imposition of new or revised export and/or import and doing-business regulations, including trade sanctions, tariffs, and import or export licensing requirements, which existcould be changed without notice,
ineffective legal protection of our IP rights in certain countries,
uncertain economic and political conditions in countries where we do business,
local business and cultural factors that differ from our normal standards and practices, and
increased uncertainty regarding social, political, immigration, and trade policies in the various countriesU.S. and abroad, such as recent U.S. government action and policies, and the continuing uncertainty regarding the United Kingdom's impending withdrawal from the European Union ("Brexit").
There is inherent risk that political, diplomatic, or military events could result in whichtrade disruptions, including tariffs, trade embargoes, export restrictions, and other trade barriers. A significant trade disruption or the establishment or increase of any trade barrier in any area where we operate. During 2016, we experienced a strengthening U.S. Dollar which haddo business, including the impact of making someAsia Pacific region, could increase the cost of our products, and serviceswhich could adversely impact the margin that we earn on sales; make our products more expensive than manyfor customers or create uncertainty around demand for certain types of products, which could make our local competitors. Developments with respectproducts less competitive and reduce customer demand; or otherwise have a materially adverse impact on our future revenue and profits, our and our customers’ businesses, and our results of operations. In
response to trade policyU.S. tariffs, other countries may adopt tariffs and laws, treaties or international accords related to imports and exports, such as NAFTA, or tariffs or other trade barriers whichthat could be imposed by the U.S. or by other countries, could have a material adverse effect onlimit our or on our suppliers’ or customers’ business.
We face risks inherent in conducting business internationally, including compliance with international and U.S. laws and regulations that apply to our international operations. These laws and regulations include data privacy requirements, labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, export control laws, and laws that prohibit corrupt payments to governmental officials or certain payments or remunerations to customers, including the U.S. Foreign Corrupt Practices Act ("FCPA"), the U.K. Bribery Act, or other anti-corruption laws that have recently been the subject of a substantial increase in global enforcement. Many of our products are subject to U.S. export law restrictions that limit the destinations and types of customers to which our products may be sold or that require an export license in connection with sales outside the United States. Given the high level of complexity of these laws, there is a risk that some provisions may be inadvertently or intentionally breached, for example through fraudulent or negligent behavior of individual employees, our failure to comply with certain formal documentation requirements or otherwise. Also, we may be held liable for actions taken by our local dealers and partners. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, and prohibitions or conditions on the conduct of our business. Any such violations could include prohibitions or conditions on our ability to offer our products in one or more countries and could materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business, and our operating results.
We operate in many parts of the world that have experienced significant governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We may be subject to competitive disadvantages to the extent that our competitors are able to secure business, licenses, or other preferential treatment by making payments to government officials and others in positions of influence or through other methods that relevant law and regulations prohibit us from using. Our success depends, in part, on our ability to anticipate these risks and manage these difficulties.
Existing privacy-related laws and regulations in the United States and other countries are evolving and are subject to potentially differing interpretations, and various U.S. federal and state or other international legislative and regulatory bodies may expand or enact laws regarding privacy and data security-related matters. For example, the European Union General Data Protection Regulation became effective in May 2018 and is wide-ranging in scope. In order to be compliant with the new EU requirements, we must continue to invest resources necessary to implement and manage policy changes across our business units and services relating to how we collect and use personal data relating to customers, employees, and vendors. Failure to comply may lead to sizable fines. In parallel, with the advent of the EU-U.S. Privacy Shield (the new framework agreement between the U.S. Department of Commerce and the European Commission for transferring personal data from the European Union to the United States) and other national requirements, we expect that the international transfer of personal data will present ongoing compliance challenges and complicate our business transactions. Countries outside the EU are considering or have passed legislation that requires local storage and processing of data, which could increase the cost and complexity of delivering our services.
We may be affected by fluctuations in currency exchange rates. We are potentially exposed to adverse as well as beneficial movements in currency exchange rates. Although most of our sales occur in U.S. dollars, expenses may be paid in local currencies. An increase in the value of the dollar could increase the real cost to our customers of our products in those markets outside the U.S. where we sell in dollars, and a weakened dollar could increase the cost of expenses such as payroll, utilities, tax, and marketing expenses, as well as overseas capital expenditures. We also conduct certain investing and financing activities in local currencies. Our hedging programs reduce, but do not eliminate, the impact of currency exchange rate movements; therefore, changes in exchange rates could harm our results of operations and financial condition.
Catastrophic events or geopolitical conditions could disrupt our operations. Acts of war, acts of terrorism or civil unrest, natural disasters and other catastrophic events, especially any events that impact our larger markets or GNSS signals or systems, could have a material adverse impact on our business, operating results, and financial condition. The threat of terrorism and war and heightened security and military activity in response to this threat, or any future acts of terrorism or hostilities, may involve a redeployment of the satellites used in GNSS or interruptions of the system. Civil unrest, local conflicts, or other political instability
may adversely impact regional economies, cause work stoppages, or result in limitations on business transactions with the affected foreign jurisdictions. To the extent that such interruptions result in delays or the cancellation of orders, disruption of the manufacturing or shipment of our products, or reduced demand for our products, these interruptions could have a material adverse effect on our business, results of operations, and financial condition.
Public health crises and epidemics, such as the novel coronavirus outbreak that is significantly affecting China, could impact our international operations and sales. Our results of operations could be adversely affected to the extent that the novel coronavirus or any other epidemic harms the Chinese economy or other significant markets where we do business. Contagious disease epidemics or global pandemics could significantly impact our international supply chain and result in component and product shortages and general disruptions to the economy. Such outbreaks could also result in mass quarantines, business closures, and significantly impact our suppliers, customers, and commercial partners in affected areas, which may materially and adversely affect our business, financial condition, and results of operations.
Engaging in international business inherently involves a number of other difficulties and risks.
These risks include:
longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems,
difficulties and costs of staffing and managing foreign operations,
differing local customer product preferences and requirements than our U.S. markets, and
difficulties protecting or procuring intellectual property rights.
These factors or any combination of these factors may adversely affect our revenue or our overall financial performance.
Investing in and integrating new acquisitions could be costly, place a significant strain on our management systems and resources, or may fail to deliver the expected return on investment, which could negatively impact our operating results
We typically acquire a number of businesses each year and intend to continue to acquire other businesses. Acquisitions entail numerous risks, including:
potential inability to successfully integrate acquired operations and products or to realize cost savings or other anticipated benefits from integration,
loss of key employees or customers of acquired operations,
difficulty of assimilating geographically dispersed operations and personnel of the acquired companies,
potential disruption of our business or the acquired business,
unanticipated expenses related to acquisitions,
unanticipated difficulties in conforming business practices, policies, procedures, internal controls, and financial records of acquisitions with our own business,
impairment of relationships with employees, customers, vendors, distributors or business partners of either an acquired company or our own business,
inability to accurately forecast the performance of recently acquired businesses, resulting in unforeseen adverse effects on our operating results,
potential liabilities, including liabilities resulting from known or unknown compliance or legal issues, associated with an acquired business, and
negative accounting impact to our results of operations because of purchase accounting treatment and the business or accounting practices of acquired companies.
Any such effects from acquisitions could be costly and place a significant strain on our management systems and resources.
As a result of acquisitions, we have significant assets that include goodwill and other purchased intangibles. The testing of goodwill and intangibles for impairment under established accounting guidelines requires significant use of judgment and assumptions. Changes in business conditions or in the prospects or results of operations of the acquired business could require negative adjustments to the valuation of these assets resulting in write-offs that would adversely affect our results. If we divest a business and the proceeds are less than the net book value at the time, we would be forced to write off the difference. In addition, changes in the operating results or the valuation of companies in which we have investments may have a direct impact on our financial statements or could result in our having to write down the value of such investment.
Even if successfully negotiated and closed, acquisitions may not yield expected synergies, may not advance our business strategy as expected, may fall short of expected return-on-investment targets, or may not prove successful or effective for our business. Companies that we acquire may operate with different cost and margin structures, which could further cause fluctuations in our operating results and adversely affect our operating margins.
Our internal and customer-facing systems, and systems of third parties we rely upon, may be subject to cybersecurity breaches, disruptions, or delays
A cybersecurity incident in our own systems or the systems of our third-party providers may compromise the confidentiality, integrity, or availability of our own internal data, the availability of our products and websites designed to support our customers, or our customer data. Computer hackers, foreign governments, or cyber terrorists may attempt to or succeed in penetrating our network security and our website. Unauthorized access to our proprietary business information or customer data may be obtained through break-ins, sabotage, breach of our secure network by an unauthorized party, computer viruses, computer denial-of-service attacks, employee theft or misuse, breach of the security of the networks of our third party providers, or other misconduct. Additionally, outside parties may attempt to fraudulently induce employees or users to disclose sensitive or confidential information in order to gain access to data. We have experienced security breaches in the past, and despite our efforts to maintain the security and integrity of our systems, it is impossible to eliminate this risk. For example, in late 2015 and early 2016, we were the subject of an attack by hackers operating in China. This incident resulted in the theft of proprietary and confidential data related to our GPS technology but has not had a meaningful impact on our business. Because the techniques used by computer hackers who may attempt to penetrate and sabotage our network security or our website change frequently, they may take advantage of weaknesses in third party technology or standards of which we are unaware or that we do not control, and may not be recognized until long after they have been launched against a target. We may be unable to anticipate or counter these techniques. It is also possible that unauthorized access to customer data or confidential information may be obtained through inadequate use of security controls by customers, vendors, or business partners. Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to develop, implement, and maintain. Such efforts require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated and may limit the functionality of, or otherwise negatively impact our service offering and systems. A cybersecurity incident affecting our systems may also result in theft of our intellectual property, proprietary data or trade secrets, which would compromise our competitive position, reputation, and operating results. We also may be required to notify regulators about any actual or perceived personal data breach (including the EU Lead Data Protection Authority) as well as the individuals who are affected by the incident within strict time periods.
The systems we rely upon also remain vulnerable to damage or interruption from a number of other factors, including access to the Internet, the failure of our network or software systems, or significant variability in visitor traffic on our product websites, earthquakes, floods, fires, power loss, telecommunication failures, computer viruses, human error, and similar events or disruptions. Some of our systems are not fully redundant, and our disaster recovery planning is not sufficient for all eventualities. Our systems are also subject to intentional acts of vandalism. Despite any precautions we may take, the occurrence of a natural disaster, a decision by any of our third-party hosting providers to close a facility we use without adequate notice for financial or other reasons, or other unanticipated problems at our hosting facilities could cause system interruptions and delays, and result in loss of critical data and lengthy interruptions in our services.
We rely on our information systems and those of third parties for activities such as processing customer orders, delivery of products, hosting and providing services and support to our customers, billing and tracking our customers, hosting and managing our customer data, and otherwise running our business. Any disruptions or unexpected incompatibilities in our information systems and those of the third parties upon whom we rely could have a significant impact on our business.
An increasing portion of our revenue comes from SaaS solutions and other hosted services in which we store, retrieve, communicate, and manage data which is critical to our customers’ business systems. Disruption of our systems that support these services and solutions could cause disruptions in our customers’ systems and in the businesses that rely on these systems. Any such disruptions could harm our reputation, create liabilities to our customers, hurt demand for our services and solutions, and negatively impact our revenue and profitability.
We are subject to evolving privacy laws in the United States and other jurisdiction that are subject to potentially differing interpretations and which could adversely impact our business and require that we incur substantial costs and expenses
Existing privacy-related laws and regulations in the United States and other countries are evolving and are subject to potentially differing interpretations, and various U.S. federal and state or other international legislative and regulatory bodies may expand or enact laws regarding privacy and data security-related matters. For example, the European Union General Data Protection Regulation (“GDPR”) became effective in May 2018 and is wide-ranging in scope. In order to be compliant with the EU requirements, we must continue to invest resources necessary to implement and manage policy changes across our business units
and services relating to how we collect and use personal data relating to customers, employees, and vendors. Failure to comply may lead to sizable fines. Brexit could also lead to further legislative and regulatory changes with regard to personal data. The United Kingdom Data Protection Act that substantially implements the GDPR became law in May 2018. It remains unclear, however, how United Kingdom data protection laws or regulations will develop in the medium to longer term and how data transfers to and from the United Kingdom will be regulated at the time that Brexit is effectuated and implemented. In parallel, with the advent of the EU-U.S. Privacy Shield (the new framework agreement between the U.S. Department of Commerce and the European Commission for transferring personal data from the European Union to the United States) and other national requirements, we expect that the international transfer of personal data will present ongoing compliance challenges and complicate our business transactions. Countries outside the EU are considering or have passed legislation that requires local storage and processing of data, which could increase the cost and complexity of delivering our services. In addition, in June 2018, California enacted the California Consumer Privacy Act (the “CCPA”), which took effect in January 2020. The CCPA will, among other things, give California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. The CCPA was amended in September 2018, and further modifications may be made to this law before it takes effect. Additionally, in October 2019, the California Department of Justice published a notice of proposed rulemaking action with respect to draft regulations to implement the CCPA. We cannot yet predict the impact of the CCPA on our business or operations, but it may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply.
We may not be able to enter into or maintain important alliances and distribution relationships
We believe that in certain business opportunities our success will depend on our ability to form and maintain alliances with industry participants, such as Caterpillar, Nikon, Hilti, and CNH Global. Our failure to form and maintain such alliances, or the preemption or disruption of such alliances by actions of competitors, willcould adversely affect our ability to sell our products to customers. Our relationships with substantial industry participants such as Caterpillar and CNH are complex and multifaceted and are likely to evolve over time based upon the changing business needs and objectives of the parties. Since these strategic relationships contribute to significant ongoing business in certain of our important markets, changes in these relationships could adversely affect our sales and revenues.
Changes in our product mix, including increasing provision of software and bundled solutions tailored to the needs of specific vertical markets, impose new demands on our distribution channels and may require significant changes in the skills and expertise required to successfully distribute our products and services, or the creation of new distribution channels. Recruiting and retaining qualified channel partners and training them in the use and the selling of our technology and product offerings requires significant time and resources. In order to develop and expand our distribution channels, we must continue to expand and improve our processes and procedures that support our distribution channels, including our investment in systems and training, and those processes and procedures may become increasingly complex and difficult to manage. The time and expense required for sales and marketing organizations of our channel partners to become familiar with our product offerings, including our new product developments, and newer types of offering such as software and services, may make it more difficult to introduce those products to end-users and delay end-user adoption, which could result in lower revenues.revenue.
Disruption of dealer coverage within specific geographic or end-user markets could cause difficulties in marketing, selling, or servicing our products and have an adverse effect on our business, operating results, or financial condition. Moreover, dealers who carry products that compete with our products may focus their inventory purchases and sales efforts on goods provided by competitors due to industry demand or profitability. Such sourcing decisions can adversely impact our sales, financial condition, and results of operations.
Our products are highly technical and may contain undetected errors, product defects, security vulnerabilities, or software errors which could result in damage to our reputation, lost revenue, diverted development resources and increased service costs, warranty claims, and litigation
Our products, including our software products, are highly technical and complex and, when deployed, may contain errors, defects, or security vulnerabilities. We must develop our products quickly to keep pace with the rapidly changing market, and we have a history of frequently introducing new products. Products and services as sophisticated as ours could contain undetected errors or defects, especially when first introduced or when new models or versions are released. Such occurrences could result in damage to our reputation, lost revenue, diverted development resources, increased customer service and support costs, warranty claims, and litigation.
We warrant that our products will be free of defect for various periods of time, depending on the product. In addition, certain of our contracts include epidemic failure clauses. If invoked, these clauses may entitle the customer to return or obtain credits for products and inventory, or to cancel outstanding purchase orders even if the products themselves are not defective.
Errors, viruses or bugs may be present in software or hardware that we acquire or license from third parties and incorporate into our products or in third party software or hardware that our customers use in conjunction with our products. Our customers’ proprietary software and network firewall protections may corrupt data from our products and create difficulties in implementing our solutions. Changes to third party software or hardware that our customers use in conjunction with our software could also render our applications inoperable. Any errors, defects or security vulnerabilities in our products or any defects in, or compatibility issues with, any third party hardware or software or customers’ network environments discovered after commercial release could result in loss of revenuesrevenue or delay in revenue recognition, loss of customers, theft of trade secrets, data or intellectual property and increased service and warranty cost, any of which could adversely affect our business, financial condition, and results of operations.
Undiscovered vulnerabilities in our products alone or in combination with third party hardware or software could expose them to hackers or other unscrupulous third parties who develop and deploy viruses, and other malicious software programs that could attack our products. Actual or perceived security vulnerabilities in our products could harm our reputation and lead some customers to return products, to reduce or delay future purchases, or use competitive products.
If we are unable to effectively manage our increasingly diverse and complex businesses and operations, our ability to generate growth and revenue from new or existing customers may be adversely affected
Because our operations are geographically diverse and increasingly complex, our personnel resources and infrastructure could become strained, and our reputation in the market and our ability to successfully manage and grow our business may be adversely affected. The size, complexity, and diverse nature of our business and the expansion of our product lines and customer base have placed increased demands on our management and operations, and further growth, if any, may place additional strains on our resources in the future. Our ability to effectively compete and to manage our planned future growth will depend on, among other things, the following:
effectively managing executive leadership transitions, and maintaining continuity in our senior management and key personnel,
increasing the productivity of our existing employees,
attracting, retaining, training, and motivating our employees, particularly our technical and management personnel,
deploying our solutions using third-party information systems, which may require changes to our applications, documentation, and operational processes,
improving our operational, financial and management controls, and
improving our information reporting systems and procedures.
The companyCompany has increasingly diversified the nature of its businesses both organically and by acquisition. As a result, an increasing amount of our business involves business models which require managerial techniques and skill sets which are different from those required to manage our historical core businesses. We are increasingly selling products and solutions directly to large enterprise customers and other end users of our products. A direct sales model requires different skills and management processes and procedures from those we have generally used in our business in the past, and may create conflicts with our channel partners.
Over the last few years we have beenfocused more on SaaS subscription models. As a result, we expect to derive an increasing the portion of our business associatedrevenue in the future from subscriptions. This subscription model provides our customers the right to access certain of our software in a hosted environment or use downloaded software for a specified subscription period. Market acceptance of such offerings is affected by a variety of factors, including but not limited to: security, reliability, performance, current license terms, customer preference, social/community engagement, customer concerns with professional services in orderentrusting a third party to customize our solutions forstore and manage their data, public concerns regarding privacy and the needsenactment of individual customers.restrictive laws or regulations. If we are unable to successfully support and host our SaaS offerings in light of the foregoing risks and uncertainties, our results of operations could be negatively impacted.
Our annual and quarterly performance may fluctuate, which could negatively impact our operations, financial results, and stock price
Our operating results have fluctuated and can be expected to continue to fluctuate in the future on a quarterly and annual basis as a result of a number of factors, many of which are beyond our control. Results in any period could be affected by:
changes in market demand,
competitive market conditions,
the timing of recognizing revenue,
fluctuations in foreign currency exchange rates,
the cost and availability of components,
the mix of our customer base and sales channels,
the mix of products sold,
pricing of products,
changes in U.S. or foreign policies on taxes, trade, or spending, including the 2017 Tax Cuts and Jobs Act (the "Tax Act"), and
other risks, including those described below.
Seasonal variations in demand for our products may also affect our quarterly results. Construction equipment revenue has historically been the highest in early spring. Our agricultural equipment revenue has historically been the highest in the first quarter, followed by the second quarter, reflecting buying in anticipation of the spring planting season in the Northern hemisphere. If we do not successfulaccurately forecast seasonal demand we may be left with unsold inventory or have a shortage of inventory, which could negatively impact our financial results.
Due in executing onpart to the buying patterns of our customers, a significant portion of our quarterly revenue occurs from orders received and immediately shipped to customers in the last few weeks and days of each quarter, while our operating expense tends to remain fairly predictable. These patterns could harm our operating results if for any reason expected sales are deferred, orders are not received, or shipments are delayed a few days at the end of a quarter.
The price of our common stock could decline substantially in the event any of these new models,risks result in our sales, revenue and financial performance may suffer.being below the expectations of public market analysts and investors, which are based on historical and predictive models that are not necessarily accurate representations of the future.
Changes in our software and subscription businesses may negatively affect our operatingoperations and financial results
An increasing portionof our revenue is generated through software maintenance and subscription revenue.revenue, which includes SaaS. Our customers have no obligation to renew their agreements for our software maintenance or subscription services after the expiration of their initial contract period, which typically ranges from one to five years. Our customer acquisition and renewal rates may decline or fluctuate as a result of a number of factors, including overall economic conditions, the health of their businesses, competitive offerings, and customer dissatisfaction with our services. If customers do not renew their contracts for our products, our maintenance and subscription revenue will decline, and our financial results will suffer. Any reduction in the number of licenses that we sell, even if our customer acquisition rates do not change, will have a negative impact on our future maintenance revenue growth. Since its introduction, our software as a service delivery model has also contributed to subscription revenue. If any of our assumptions about expenses, revenue or revenue recognition principles from these initiatives proves incorrect, or our attempts to improve efficiency are not successful, our actual results may vary materially from those anticipated, and our financial results will be negatively impacted.
We continually re-evaluate our software licensing programs and subscription renewal programs, including specific license models, delivery methods, and terms and conditions. Changes to our licensing programs and subscription renewal programs, including the timing of the release of enhancements, upgrades, maintenance releases, the term of the contract, discounts, promotions and other factors, could impact the timing of the recognition of revenue for our products, related enhancements and services and could adversely affect our operating results and financial condition. We may implement different licensing models which require the Company to recognize licensing fees over a longer period. Over the last few years, we have increasingly offered additional products inthrough a software as a service (SaaS)SaaS model. SaaS revenues arerevenue is currently recognized ratably over the subscription period. Any significant increase in the percentage of our business generated from such a subscription model could increase the amount of revenue to be recognized over time as opposed to upfront, which would delay revenue recognition and have a negative impact on our operating results in anya quarterly period. Revenue recognition is complex and will change as we adopt new accounting standard ASU No. 2014‑09. Due to these complexities, we may not be able to accurately forecast our non-deferred and deferred revenues,revenue, which could cause us to miss our earnings estimates or revenue projections and negatively impact our stock price.
We face substantial competition in our markets, which could decrease our revenue and growth rates or impair our operating results and financial condition
Our markets are highly competitive, and we expect that both direct and indirect competition will increase in the future. Our overall competitive position depends on a number of factors including the price, quality and performance of our products, the effectiveness of our distribution channel and direct sales force, the level of customer service, the development of new technology, and our ability to participate in emerging markets. Within each of our markets, we encounter direct competition from other GNSS, software, optical, and laser suppliers, and competition may intensify from various larger U.S. and non-U.S. competitors and new market entrants, particularly from emerging markets such as China. Our products, which commonly use GNSS for basic location information, may be subject to competition from alternative location technologies such as simultaneous location and mapping
technology. As we sell an increasing amount of software and subscription services, we face competition from a group of large well establishedwell-established companies with whom we have not previously competed. Our integrated hardware and software products may be subject to increasing competition from mass market devices such as smartphones and tablets used in conjunction with relatively inexpensive applications, which have not been heavily used for commercial applications in the past. These developments may require us to rapidly adapt to technological and customer preference changes that we have not previously been exposed to, including those related to cloud computing, mobile devices, and new computing platforms. Such competition has in the past resulted, and
in the future may result, in price reductions, reduced margins or loss of market share, any of which could decrease our revenue and growth rates or impair our operating results and financial condition. We believe that our ability to compete successfully in the future against existing and additional competitors will depend largely on our ability to execute our strategy to provide products with significantly differentiated features compared to currently available products. We may not be able to implement this strategy successfully, and our products may not be competitive with other technologies or products that may be developed by our competitors, many of whom have significantly greater financial, technical, manufacturing, marketing, sales, and other resources than we do.
We are dependent on new products and services, and if we are unable to successfully introduce them into the market or to effectively compete with new, disruptive product alternatives, our customer base may decline or fail to grow as anticipated
Our future revenue stream depends to a large degree on our ability to bring new products and services to market on a timely basis. We must continue to make significant investments in research and development in order to continue to develop new products and services, enhance existing products and achieve market acceptance of such products and services. We may encounter problems in the future in innovating and introducing new products and services. Our development stage products may not be successfully completed or, if developed, may not achieve significant customer acceptance. Development and manufacturing schedules for technology products are difficult to predict, and we might not achieve our goals as to the timing of introducing new technology products or could encounter increased costs. The timely availability and cost effectivecost-effective production of these products in volume and their acceptance by customers are important to our future success. If we are unable to introduce new products and services, if other companies develop competing technology products and services, or if we do not develop compelling new products and services, our number of customers may not grow as anticipated, or may decline, which could harm our operating results. Many of our offerings are increasingly focused on software and subscription services. The software industry is characterized by rapidly changing customer preferences which require us to address multiple delivery platforms, new mobile devices, and cloud computing. Life cycles of software products can be short, and this can exacerbate the risks associated with developing new products. The introduction of third-party solutions embodying new, disruptive technologies and the emergence of new industry standards could make our existing and future software solutions and other products obsolete or non-competitive. If we are not able to develop software and other solutions that address the increasingly sophisticated needs of our customers, or if we are unable to adapt to new platforms, technologies or new industry standards that impact our markets, our ability to retain or increase market share and operating results could be materially adversely affected.
Changes in our effective tax rate may reduce our net income in future periods
As a global company, we are subject to income and other taxes in the United States and numerous foreign jurisdictions. Significant judgment is required to determine and estimate worldwide tax liabilities. While we believe our tax positions are consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these positions may be contested or overturned by jurisdictional tax authorities, which may have a significant impact on our global provision for income taxes. Our effective tax rate is largely based on the geographic mix of earnings, statutory rates, inter-company transfer pricing, and enacted tax laws. A number of factors may increase our future effective tax rates, including:
the jurisdictions in which profits are determined to be earned and taxed,
the resolution of issues arising from tax audits with U.S. and foreign tax authorities,
changes in our intercompany transfer pricing methodology,
changes in the valuation of our deferred tax assets and liabilities,
increases in expense not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions,
changes in the realizability of available tax credits,
changes in share-based compensation,
changes in tax laws or the interpretation of such tax laws, including the Tax Act and the Base Erosion and Profit Shifting (“BEPS”) project conducted by the Organization for Economic Co-operation and Development (“OECD”), and
changes in generally accepted accounting principles.
Tax laws are dynamic and subject to change as new laws are passed and new interpretations of the law are issued or applied, and governmental tax authorities are increasingly scrutinizing the tax positions of companies. On December 22, 2017, the U.S. government enacted the Tax Act, which made substantial changes to U.S. tax law. The ongoing implementation and interpretation of the Tax Act, any additional forthcoming legislative or administrative guidance and accounting standards related to the Tax Act could adversely affect our future effective tax rates. The implementation by us of new practices and processes designed to comply with, and benefit from, the Tax Act and its rules and regulations could require us to make substantial changes to our business practices, allocate additional resources, and increase our costs, which could negatively affect our business, results of operations, and financial condition. In light of recent changes in U.S. tax laws and to align with our international business operations, in the fourth quarter of 2019, we completed a non-U.S. intercompany transfer of our intellectual property to a subsidiary in the Netherlands.
This transfer and other changes we make to practices and processes based upon changes in U.S. and other tax laws are subject to challenge, and an adverse outcome in any such challenge could adversely affect our reported financial results.
Additionally, longstanding international tax norms that determine each country’s jurisdiction to tax cross-border international trade are evolving as a result of the BEPS reporting requirements recommended by the G8, G20, and the OECD. The foreign countries where we do business may change tax laws, regulations, and interpretations on a prospective or retroactive basis and these potential changes could adversely affect our effective tax rates. As these and other tax laws and related regulations change, our financial results could be materially impacted. Given the unpredictability of these possible changes and their potential interdependency, it is very difficult to assess whether the overall effect of such potential tax changes would be cumulatively positive or negative for our earnings and cash flow, but such changes could adversely impact our financial results.
On June 1, 2018, we filed a petition with the U.S. tax court relating to a Notice of Deficiency pertaining to our 2011 tax year. In the third quarter of fiscal 2019, we received a decision from the U.S. Tax Court resulting in no changes to our federal income tax liability for 2011. We are currently in various stages of multiple year examinations by state and foreign taxing authorities. If taxing authorities of any jurisdiction were to successfully challenge a material tax position, we could become subject to higher taxes and our earnings would be adversely affected.
Our debt could adversely affect our cash flow and prevent us from fulfilling our financial obligations
On November 24, 2014, we issued $400.0 million of 4.75% Senior Notes due December 1, 2024. On June 15, 2018, we issued $300.0 million of 4.15% Senior Notes due June 15, 2023 and $600.0 million of 4.90% Senior Notes due June 15, 2028. When our Senior Notes mature, we will have to expend significant resources to repay these Senior Notes or seek to refinance them. If we decide to refinance the Senior Notes, we may be required to do so on different or less favorable terms or we may be unable to refinance the Senior Notes at all, both of which may adversely affect our financial condition. Any downgrade by credit rating agencies could adversely affect our cost of borrowing, limit our access to the capital markets, or result in more restrictive covenants in future debt agreements.
In May 2018, we entered into a new credit agreement (the “2018 Credit Facility”), with JPMorgan Chase Bank, N.A. and certain other institutional lenders that provides for $1.75 billion of unsecured credit facilities comprised of a $1.25 billion loan facility maturing May 2023 (the “Revolving Credit Facility”) and a $500.0 million delayed draw term loan facility that matures on the third anniversary of the funding date (the “Term Loan”). Subject to the terms of the 2018 Credit Facility, we may request an additional loan facility up to $500.0 million. We also have two $75.0 million and one €100.0 million that are uncommitted (the “Uncommitted Facilities”) at the end of 2019 and may be called by the lenders with very little notice. At the end of fiscal 2019, our total debt was comprised primarily of Senior Notes of $1,300.0 million, a term loan balance of $225.0 million, a revolver credit facility of $110.0 million under the 2018 Credit Facility, and three revolving credit facilities of $218.7 million under the Uncommitted Facilities.
Our outstanding indebtedness could have other important consequences, such as:
requiring us to dedicate a portion of our cash flow from operations and other capital resources to debt service, thereby reducing our ability to fund working capital, capital expenditures, general corporate purposes, and other cash requirements, particularly if the ratings assigned to our debt securities by rating organizations were revised downward,
increasing our vulnerability to adverse economic and industry conditions,
reducing our ability to make investments and acquisitions which support the growth of the company, or to repurchase shares of our common stock,
placing us at a competitive disadvantage as compared to our competitors, to the extent that they are not as highly leveraged,
limiting our flexibility in planning for, or reacting to, changes and opportunities in, our industry, which may place us at a competitive disadvantage, and
limiting our ability to incur additional debt on acceptable terms, if at all.
There are various financial covenants and other restrictions in our debt instruments. If we fail to comply with any of these requirements, the related indebtedness (and other unrelated indebtedness) could become due and payable prior to its stated maturity, and we may not be able to repay the indebtedness that becomes due. A default under our debt instruments may also significantly affect our ability to obtain additional or alternative financing.
Our ability to make scheduled payments or to refinance our obligations with respect to indebtedness will depend on our operating and financial performance, which in turn, is subject to prevailing economic conditions and to financial, business and other factors beyond our control. A significant portion of our outstanding debt has interest rates which float based on prevailing interest rates and we may incur additional variable-rate debt in the future. Such rates tend to fluctuate based on general economic conditions,
general interest rates, Federal Reserve rates, and the supply of and demand for credit in the relevant interbanking market. In recent years, the Federal Reserve has incrementally raised the target range for the federal funds rate, with additional increases expected to come over the next year. If interest rates increase, our interest expense will also increase as would the costs of refinancing existing indebtedness or obtaining new debt.
Our ability to incur additional indebtedness over time may be limited due to applicable financial covenants and restrictions, and due to the risk that significantly increasing our level of indebtedness could impact the ratings assigned to our debt securities by rating organizations, which in turn would increase the interest rates and fees that we pay in connection with our indebtedness.
Some of our products rely on third party technologies including open source software, so if integrationwhich could result in product incompatibilities or incompatibility issues arise with these technologies or these technologies become unavailable,harm availability of our productproducts and services development may be delayed, our reputation could be harmed and our business could be adversely affected
We license software, technologies, and intellectual property underlying some of our software from third parties. The third party licenses we rely upon may not continue to be available to us on commercially reasonable terms, or at all, and the software and technologies may not be appropriately supported, maintained, or enhanced by the licensors, resulting in development delays. Some software licenses are subject to annual renewals at the discretion of the licensors. In some cases, if we were to breach a provision of these license agreements, the licensor could terminate the agreement immediately. The loss of licenses to, or inability to support, maintain, and enhance, any such third party software or technology could result in increased costs, or delays in software releases or updates, until such issues have been resolved. This could have a material adverse effect on our business, financial condition, results of operations, cash flows, and future prospects.
We also incorporate open source software into our products. Although we monitor our use of open source software, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to market or sell our products or to develop new products. In such event, we could be required to seek licenses from third-parties in order to continue offering our products, to disclose and offer royalty-free licenses in connection with our own source code, to re-engineer our products, or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis, any of which could adversely affect our business.
We are dependent on proprietary technology, which could result in litigation that could divert significant valuable resources
Our future success and competitive position is dependent upon our proprietary technology, and we rely on patent, trade secret, trademark, and copyright laws to protect our intellectual property. The patents owned or licensed by us may be invalidated,
circumvented, infringed, or challenged. The rights granted under these patents may not provide competitive advantages to us. Any of our pending or future patent applications may not be issued within the scope of the claims sought by us, if at all.
Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy or otherwise obtain our software or develop software with the same functionality or to obtain and use information that we regard as proprietary. Others may develop technologies that are similar or superior to our technology, duplicate our technology or design around the patents owned by us. In addition, effective copyright, patent, and trade secret protection may be unavailable, limited, or not applied for in certain countries. The steps taken by us to protect our technology might not prevent the misappropriation of such technology.
The value of our products relies substantially on our technical innovation in fields in which there are many current patent filings. Third-partiesThird parties may claim that we or our customers (some of whom are indemnified by us) are infringing their intellectual property rights. For example, individuals and groups may purchase intellectual property assets for the purpose of asserting claims of infringement and attempting to extract settlements from us or our customers. The number of these claims has increased in recent years and may continue to increase in the future.years. As new patents are issued or are brought to our attention by the holders of such patents, it may be necessary for us to secure a license from such patent holders, redesign our products, or withdraw products from the market. In addition, the legal costs and engineering time required to safeguard intellectual property or to defend against litigation could become a significant expense of operations. Any such litigation could require us to incur substantial costs and divert significant valuable resources, including the efforts of our technical and management personnel, which could harm our results of operations and financial condition.
We are dependent on a specific manufacturerlimited source manufacturers and assemblersuppliers for manycertain of our products and on other manufacturers,critical components, and specific suppliers of critical parts fora disruption in our products
supply chain could adversely affect our margins, revenue, and operating results
We are substantially dependent upon Flextronics International Limited as our preferred manufacturing partnera limited number of contract manufacturers for manythe manufacture, testing, and assembly of our GNSS products. Under our agreement with Flextronics, we provide a twelve-month product forecastcertain products and place purchase orders with Flextronics at least thirty calendar days in advance of the scheduled delivery of products to our customers, depending on production lead time. Although purchase orders placed with Flextronics are cancelable, the terms of the agreement would require us to purchase from Flextronics all inventory not returnable or usable by other Flextronics customers. Accordingly, if we inaccurately forecast demand for our products, we may be unable to obtain adequate manufacturing capacity from Flextronics to meet customers’ delivery requirements or we may accumulate excess inventories, if such inventories are not usable by other Flextronics customers. Our current contract with Flextronics continues in effect until either party gives the other ninety days written notice.
our supply chain could reduce our revenue and adversely impact our financial results. Such a disruption could occur as a result of any periodnumber of economic recoveryevents, including, but not limited to, increases in wages that drive up prices or labor stoppages, the imposition of regulations, quotas or embargoes on components, a competitive environment.scarcity of, or significant increase in the price of, required electronic components for our products, trade restrictions, tariffs or duties, fluctuations in currency exchange rates, transportation failures affecting the supply chain and shipment of materials and finished goods, third party interference in the integrity of the products sourced through the supply chain, the unavailability of raw materials, severe weather conditions, natural disasters, civil unrest, military conflicts, geopolitical developments, war or terrorism, and disruptions in utility and other services. Any inability to obtain adequate deliveries or any other circumstance that would require us to seek alternative sources of supply or to manufacture, assemble and test such components internally could significantly delay our ability to ship our products, which could damage relationships with current and prospective customers and could harm our reputation and brand as well as our operating results.
We are dependent on the availability and unimpaired use of allocated bands within the radio frequency spectrum, and our products may be subject to harmful interference from new or modified spectrum uses
Our GNSS technology is dependent on the use of satellite signals and on terrestrial communication bands. International allocations of radio frequency are made by the International Telecommunications Union (ITU)("ITU"), a specialized technical agency of the United Nations. These allocations are further governed by radio regulations that have treaty status and which may be subject to modification every two to three years by the World Radio Communication Conference. Each country also has regulatory authority over how each band is used in the country. In the United States, the Federal Communications Commission (FCC)("FCC") and the National Telecommunications and Information Administration share responsibility for radio frequency allocations and spectrum usage regulations.
Any ITU or local reallocation of radio frequency bands, including frequency band segmentation and sharing of spectrum, or other modifications of the permitted uses of relevant frequency bands, may materially and adversely affect the utility and reliability of our products and have significant negative impacts on our customers, both of which could reduce demand for our products. For example, the FCC has been considering proposals to repurpose spectrum adjacent to the GPS bands for terrestrial broadband wireless operations throughout the United States. If the FCC were to permit implementation of such proposals, or similar proposals, terrestrial broadband wireless operations could create harmful interference to GPS receivers within range of such operations and impose costs to retrofit or replace affected receivers. Similarly, other countries have considered proposals for use of frequencies used by our products as well as adjacent bands that could cause harmful interference to our products.
Many of our products use other radio frequency bands, such as the public land mobile radio bands, together with the GNSS signal, to provide enhanced GNSS capabilities, such as real-time kinematics precision. The continuing availability of these non-GNSS radio frequencies is essential to provide enhanced GNSS products to our precision survey, agriculture, and construction machine controls markets. In addition, transmissions and emissions from other services and equipment operating in adjacent frequency bands or in-band may impair the utility and reliability of our products. Any regulatory changes in spectrum allocation or in allowable operating conditions could have a material adverse effect on our business, results of operations, and financial condition.
Many of our products rely on GNSS technology, GPS and other satellite systems, which may become degraded or inoperable and result in lost revenue
GNSS technology, GPS satellites, and their ground support systems are complex electronic systems subject to electronic and mechanical failures and possible intentional disruption. Many of the GPS satellites currently in orbit were originally designed to have lives of 7.5 years and are subject to damage by the hostile space environment in which they operate. However, of the current deployment of 31 operational satellites in orbit, sixseveral have been in operation for more than 15 years and over half have been in use for more than 7.5 years.or more. Repair of damaged or malfunctioning satellites is currently not economically feasible. If a significant number of satellites were to become inoperable, there could be a substantial delay before they are replaced with new satellites. A reduction in the number of operating satellites below the 24-satellite standard established for GPS may impair the utility of the GPS system and the growth of current and additional market opportunities. In addition, software updates to GPS satellites and ground control segments, can cause problems, and weinfrequent known events such as GPS week number rollover, may adversely affect our products and customers. We depend on public access to open technical specifications in advance of suchsystem updates to mitigate these problems.problems, which may not be available or complete.
We are dependent on continued operation of GPS, the principal GNSS currently in operation. The GPS constellation is operated by the U. S. Government, which is committed to maintenance and improvement of GPS. If supporting policies were to change, or if user fees were imposed, it could have a material adverse effect on our business, results of operations, and financial condition.
Many of our products also use signals from systems that augment GPS, such as the Wide Area Augmentation System and National Differential GPS System, and satellites transmitting signal corrections data on mobile satellite services frequencies utilized by our RTX corrections services. Some of these augmentation systems are operated by the U.S. government and rely on continued fundingand maintenance of these systems. Any curtailment of the operating capability of these systems or limitations on access to, or use
of the signals, or discontinuance of service could result in degradation of our services or product performance, with an adverse effect on our business.
Many of our products use satellite signals from the Russian GLONASS System. Other countries, including China and India, are in the process of creating their own GNSS systems, and we either have developed or will develop products which use GNSS signals from these systems. The European community is developing an independent radio navigation satellite system, known as Galileo. National or European authorities may provide preferential access to signals to companies associated with their markets, including our competitors, which could harm our competitive position. Use of non-USnon-U.S. GNSS signals may also be subject to FCC waiver requirements and to restrictions based upon international trade or geopolitical considerations. If we are unable to develop timely and competitive commercial products using these systems, or obtain timely and equal access to service signals, this could result in lost revenue. These authorities may also adopt protectionist measures favoring national companies who make use of their GNSS systems, to the detriment of Trimble products using the U.S. GPS system, which would harm our business.
We are subject to the impact of governmental and other similar certifications processes and regulations, which could adversely affect our products and our business
We market certainmany products that are subject to governmental regulations and similar certifications before they can be sold. For example,The European Union increasingly regulates the use of our products on agriculture, construction, and other types of machinery. CE certification is required for GNSS receivers and data communications products, conformingwhich must conform to the European harmonized GNSS receiver standard and the radio equipment directive, to be sold in the European community. Delays in publication of the European harmonized GNSS receiver standard could affect GNSS product access to European markets. In the future, U.S., European, or other governmental authorities may propose GPS receiver testing and certification for compliance with published GPS signal interface or other specifications. An inability to obtain any such certifications in a timely manner could have an adverse effect on our operating results. Governmental authorities may also propose other forms of GPS receiver performance standards, which may limit design alternatives, hamper product innovation, or impose additional costs. Some of our products that use integrated radio communication technology require product type certification and some products require an end-user to obtain licensing from the FCC for frequency-band usage. These are secondary licenses that are subject to certain restrictions. An inability or delay in obtaining such certifications or changes to thein applicable rules by the FCC could adversely affect our ability to bring our products to market which could harm our customer relationships, and therefore, our operating results. Any failureCompliance with evolving product regulations in our major markets could require that we redesign our products, cease selling products in certain markets, and increase our costs of product development. Failure to obtain the requisite certifications could also harmcomply may result in fines and limitations on sales of our operating results.products.
We have claims and lawsuits against us that may result in adverse outcomes
We are subject to a variety of claims and lawsuits. Adverse outcomes in some or all of these claims may result in significant monetary damages or injunctive relief that could adversely affect our ability to conduct our business. Litigation and other claims are subject to inherent uncertainties and the outcomes can be difficult to predict. Management may not adequately reserve for a contingent liability, or may suffer unforeseen liabilities, which could then impact the results of a financial period. A material adverse impact on our consolidated financial statements could occur for the period in which the effect of an unfavorable final outcome becomes probable and reasonably estimable which, if not expected, could harm our results of operations and financial condition.
| Item 1B. | Unresolved Staff Comments |
None.
| Item 2. | Properties |
We believe that our existing facilities are adequate to support current and near termnear-term operations.
| Item 3. | Legal Proceedings |
From time to time, we are also involved in litigation arising out of the ordinary course of our business. There are no other material legal proceedings, other than ordinary routine litigation incidental to the business, to which we or any of our subsidiaries is a party or of which any of our or our subsidiaries' property is subject.
| Item 4. | Mine Safety Disclosures |
None.
PART II
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Company Stock Performance
Our common stock is traded on the NASDAQ under the symbol “TRMB.” The table below sets forth, duringfollowing graph compares the periods indicated,cumulative five-year total return provided stockholders on Trimble Inc. common stock relative to the highcumulative total returns of the NASDAQ Composite Index and low per share sale prices forthe S&P 500 Information Technology Index. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock as reportedand in each of the indexes on the NASDAQ.December 31, 2014, and its relative performance is tracked through December 31, 2019.
| 2016 | 2015 | ||||||
| Sales Price | Sales Price | ||||||
| Quarter Ended | High | Low | High | Low | |||
| First quarter | $25.44 | $18.36 | $27.62 | $23.68 | |||
| Second quarter | $27.79 | $22.68 | $26.36 | $22.28 | |||
| Third quarter | $28.72 | $23.69 | $23.94 | $15.90 | |||
| Fourth quarter | $30.84 | $25.30 | $23.86 | $16.40 | |||
Stock Repurchase Program
In August 2015,November 2017, our Board of Directors approved a stock repurchase program (2015("2017 Stock Repurchase Program)Program"), authorizing us to repurchase up to $400.0$600.0 million of Trimble’s common stock. The stock repurchase authorization does not have an expiration date and replaces the 2015 Stock Repurchase Program, which was completed. The timing and amount of repurchase transactions will beis determined by the Company’sour management based on its evaluation of market conditions, share price, legal requirements, and other factors. The program may be suspended, modified, or discontinued at any time without public notice.
During fiscal 2016,2019, we repurchased approximately 4.94.7 million shares of common stock in open market purchases under the 20152017 Stock Repurchase Programs, at an average price of $24.39$38.51 per share, for a total of $119.5$179.8 million. At the end of fiscal 2016,2019, the 20152017 Stock Repurchase Program had remaining authorized funds of $130.4$172.4 million.
The following table provides information relating to ourCompany did not repurchase any common stock repurchase activity during the fourth quarter of 2016:
| Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Dollar Value of Shares that May Yet Be Purchased Under the Program | |||||||||
| October 1, 2016 - November 4, 2016 | 235,000 | 25.95 | 235,000 | $ | 141,601,037 | |||||||
| November 5, 2016 - December 2, 2016 | 410,700 | 27.21 | 410,700 | 130,425,285 | ||||||||
| December 3, 2016 - December 30, 2016 | — | — | $ | 130,425,285 | ||||||||
| 645,700 | 645,700 | |||||||||||
2019.
As of February 22, 2017,26, 2020, there were approximately 667552 holders of record of our common stock.
Dividend Policy
We have not declared or paid any cash dividends on our common stock during any period for which financial information is provided in this Annual Report on Form 10-K. At this time, we intend to retain future earnings, if any, to fund the development and growth of our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future.
| Item 6. | Selected Financial Data |
The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statementsConsolidated Financial Statements and related notes appearing elsewhere in this annual report. Historical results are not necessarily indicative of future results. In particular, because the results of operations and financial condition related to our acquisitions are included in our Consolidated Statements of Income and Consolidated Balance Sheets data commencing on those respective acquisition dates,dates; comparisons of our results of operations and financial condition for periods prior to and subsequent to those acquisitions are not indicative of future results.
| Fiscal Years | 2016 | 2015 | 2014 | 2013 | 2012 | 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||||||||||||||
| (Dollar in millions, except per share data) | ||||||||||||||||||||||||||||||||||||||
| (In millions, except per share data) | ||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 2,362.2 | $ | 2,290.4 | $ | 2,395.5 | $ | 2,288.1 | $ | 2,040.1 | $ | 3,264.3 | $ | 3,108.4 | $ | 2,646.5 | $ | 2,362.1 | $ | 2,290.4 | ||||||||||||||||||
| Gross margin | $ | 1,238.0 | $ | 1,202.2 | $ | 1,290.8 | $ | 1,203.8 | $ | 1,046.2 | $ | 1,780.9 | $ | 1,681.0 | $ | 1,377.6 | $ | 1,234.5 | $ | 1,202.2 | ||||||||||||||||||
| Gross margin percentage | 52.4 | % | 52.5 | % | 53.9 | % | 52.6 | % | 51.3 | % | 54.6 | % | 54.1 | % | 52.1 | % | 52.3 | % | 52.5 | % | ||||||||||||||||||
| Net income attributable to Trimble Inc. | $ | 132.4 | $ | 121.1 | $ | 214.1 | $ | 218.9 | $ | 191.1 | $ | 514.3 | $ | 282.8 | $ | 118.4 | $ | 132.4 | $ | 121.1 | ||||||||||||||||||
| Net income | $ | 132.2 | $ | 120.7 | $ | 213.9 | $ | 218.2 | $ | 189.7 | $ | 514.5 | $ | 283.3 | $ | 118.5 | $ | 132.2 | $ | 120.7 | ||||||||||||||||||
| Earnings per share | ||||||||||||||||||||||||||||||||||||||
| —Basic | $ | 0.53 | $ | 0.47 | $ | 0.82 | $ | 0.85 | $ | 0.76 | $ | 2.05 | $ | 1.13 | $ | 0.47 | $ | 0.53 | $ | 0.47 | ||||||||||||||||||
| —Diluted | $ | 0.52 | $ | 0.47 | $ | 0.81 | $ | 0.84 | $ | 0.74 | $ | 2.03 | $ | 1.12 | $ | 0.46 | $ | 0.52 | $ | 0.47 | ||||||||||||||||||
| Shares used in calculating basic earnings per share | 250.5 | 255.8 | 260.1 | 256.6 | 251.1 | 250.8 | 250.0 | 252.1 | 250.5 | 255.8 | ||||||||||||||||||||||||||||
| Shares used in calculating diluted earnings per share | 253.9 | 258.5 | 264.5 | 261.2 | 256.8 | 252.9 | 253.4 | 256.7 | 253.9 | 258.5 | ||||||||||||||||||||||||||||
| At the End of Fiscal Year | 2016 | 2015 | 2014 | 2013 | 2012 | 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||||||||||||||
| (Dollar in millions) | ||||||||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Total assets | $ | 3,673.8 | $ | 3,680.7 | $ | 3,855.9 | $ | 3,693.5 | $ | 3,475.8 | $ | 6,640.7 | $ | 5,776.4 | $ | 4,316.3 | $ | 3,692.2 | $ | 3,680.7 | ||||||||||||||||||
| Long-term debt and other non-current liabilities | $ | 603.4 | $ | 717.9 | $ | 766.8 | $ | 729.8 | $ | 927.3 | $ | 1,777.1 | $ | 1,862.5 | $ | 947.5 | $ | 603.4 | $ | 717.9 | ||||||||||||||||||
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and the related notes. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and those listed under “Risks Factors.” This section of this Form 10-K generally discusses 2019 and 2018 items and year-to-year comparisons between 2019 and 2018. Discussions of 2017 items and year-to-year comparisons between 2018 and 2017 that are not included in this Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2018.
EXECUTIVE LEVEL OVERVIEW
Trimble began operations in 1978 and was originally incorporated in California as Trimble Navigation Limited in 1981. On October 1, 2016, Trimble Navigation Limited changed its name to Trimble Inc. and changed its state of incorporation from the State of California to the State of Delaware.
Trimble is a leading provider of technology solutions that optimize theenable professionals and field mobile workers to improve or transform their work processes of office and mobile field professionals around the world.processes. Our comprehensive work process solutions are used across a range of industries including agriculture, architecture, civil engineering, survey and land administration, construction, geospatial, government, natural resources, transportation, and utilities. Representative Trimble customers include engineering and construction firms, contractors, owners, surveying companies, farmers and agricultural companies, transportation and logisticstrucking companies, energy, mining and utility companies, and state, federal, and municipal governments.
Trimble focuses on integrating its broad technological and application capabilities to create vertically-focused, system-level solutions that transform how work is done within the industries we serve. The integration of sensors, software, connectivity, and information in our portfolio gives us the unique ability to provide an information model specific to the customer’s workflow. For example, in construction, our strategy is centered on the concept of a “constructible model” whichthat is at the center of our “Connected Construction Site”Construction” solutions, which provideprovides real-time, connected, and cohesive information environments for the design, build, and operational phases of construction projects. In agriculture, we continue to develop “Connected Farm” solutions to optimize operations across the agriculture workflow. In transportation and logistics,long haul trucking, our “Connected Fleet” solutions provide transportation companies with tools to enhance fuel efficiency, safety, and transparency through connected vehicles and fleets across the enterprise.
Our growth strategy is centered on multiple elements:
| • | Focus on attractive markets with significant growth and profitability potential - We focus on large markets historically underserved by technology that offer significant potential for long-term revenue growth, profitability, and market leadership. Our core industries such as construction, agriculture, and transportation markets are each multi-trillion dollar global industries that operate in increasingly demanding environments with technology adoption in the early phases relative to other industries. With the emergence of mobile computing capabilities, the increasing technological know-how of end users and the compelling return on investment to our customers, we believe many of our markets are attractive for substituting Trimble’s technology and solutions in place of traditional operating methods. |
| • | Domain knowledge and technological innovation that benefit a diverse customer base - We have redefined our technological focus from hardware-driven point solutions to integrated work process solutions by developing domain expertise and heavily reinvesting in R&D and acquisitions. We have been spending approximately 14% of revenue over the past two years on R&D and currently have over 1,200 unique patents. We intend to continue to take advantage of our technology portfolio and deep domain knowledge to quickly and cost-effectively deliver specific, targeted solutions to each of the vertical markets we serve. We look for opportunities where the potential for technological change is high and that have a requirement for the integration of multiple technologies into complete vertical solutions. |
| • | Increasing focus on software and subscription offerings - Software and subscription services are increasingly important elements of our solutions and are core to our growth strategy. Trimble has an open application programming interface philosophy and open vendor environment, which leads to increased adoption of our software and subscription offerings. We believe that increased recurring revenue from these solutions will provide us with enhanced business visibility over time. Professional services constitute an additional growth channel that helps our customers integrate and optimize the use of our offerings in their environment. |
| • | Geographic expansion with localization strategy - We view international expansion as an important element of our strategy, and we continue to position ourselves in geographic markets that will serve as important sources of future growth. We currently have a physical presence in over 40 countries and distribution channels over 85 countries. |
| • | Optimized go-to-market strategies to best access our markets - We utilize vertically focused distribution channels that leverage domain expertise to best serve the needs of individual markets both domestically and abroad. These channel capabilities include independent dealers, joint ventures, original equipment manufacturers ("OEM"), and sales and distribution alliances with key partners, such as CNH Global, Caterpillar, and Nikon, as well as direct sales to end-users. This provides us with broad market reach and localization capabilities to effectively serve our markets. |
| • | Strategic acquisitions - Organic growth continues to be our primary focus, while acquisitions serve to enhance our market position. We acquire businesses that bring domain expertise, technology, products, or distribution capabilities that augment our portfolio and allow us to penetrate existing markets more effectively, or to establish a market beachhead. Our success in targeting and effectively integrating acquisitions is an important aspect of our growth strategy. |
Trimble’s focus on these growth drivers has led over time to growth in revenue and profitability as well as an increasingly diversified business model. Software and servicessubscription growth is driving increased recurring revenue, leading to improved visibility in some of our businesses. As our solutions have expanded, our go to marketgo-to-market model has also evolved, with a balanced mix between direct, distribution, and OEM customers, and an increasing number of enterprise level customer relationships.
During fiscal 2019, the Company acquired four businesses with total purchase consideration of $247.0 million. The largest acquisition was Cityworks, which we acquired in the fourth quarter of 2019. Cityworks is a provider of enterprise asset management (EAM) software for utilities and local government.
During fiscal 2018, we acquired six businesses with total cash consideration of $1.8 billion. The largest acquisition was Viewpoint, which we acquired in the third quarter of 2018 with total cash consideration of $1.2 billion. Viewpoint is a provider of construction management software, which integrates a contractor’s financial and resource management to their project operations in the field. The acquisition is highly complementary to our construction technology portfolio and positions us to further our strategy to lead the industry's transformation. With Viewpoint, we offer customers a central workflow platform for delivering integrated end-to-end construction management, while further enabling connectivity across the complete construction life cycle.
In January 2020, a novel strain of coronavirus was identified in China, resulting in shutdowns of manufacturing and commerce, as well as global travel restrictions to contain the virus. The impact has extended to other regions. We have suppliers and employees in China, and the region represents an end market for our products. Our customers and suppliers within China and other impacted countries are also affected by the coronavirus related restrictions and closures. The coronavirus is expected to have a negative effect on our financial results for fiscal 2020. The full extent and duration are uncertain and could be material.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles ("GAAP") requires us to make judgments, assumptions, and estimates that affect the reported amounts of assets, liabilities, revenue, costs of sales, operating expenses, and related disclosures. We consider the accounting polices described below to be our critical accounting policies. These critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Consolidated Financial Statements,consolidated financial statements, and actual results could differ materially from the amounts reported based on these policies. Our accounting policies are more fully described in Note 2 of our accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.
Revenue Recognition
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration that we expect to receive in exchange for those products or services. Revenue is recognized net of allowance for returns and any taxes collected from customers. We recognize revenueenter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations; however, determining whether products or services are considered distinct performance obligations that should be accounted for separately versus together may sometimes require significant judgment.
Judgment is required to determine stand-alone selling price ("SSP") for each distinct performance obligation. We use a range of amounts to estimate SSP when itproducts and services are sold separately and determine whether there is realized or realizablea discount to be allocated based on the relative SSP of the various products and earned. We consider revenue realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectibility is reasonably assured.services. In instances where final acceptance of the product is specified by the customer or is uncertain, revenue is deferred until all acceptance criteria have been met.
Income Taxes
We are a United States-basedU.S. based multinational company operating in multiple U.S. and foreign jurisdictions. Significant judgmentJudgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and may not accurately forecast actual tax audit outcomes. Determining whether an uncertain tax position is effectively settled requires judgment. Changes in recognition
or measurement of our uncertain tax positions would result in the recognition of a tax benefit or an additional charge to the tax provision.
Income taxes are accounted for under the liability method, whereby deferred tax assets or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if we believe it is more likely than not such assets will not be realized.
We are subject to the periodic examination of our domestic and foreign tax returns by the IRS, state, local, and foreign tax authorities who may challenge our tax positions. We regularly assess the likelihood of adverse outcomes from these examinations in determining the adequacy of our provision for income taxes.
Business Combinations and Valuation of Goodwill and Purchased Intangible Assets
We allocate the fair value of purchase consideration to the assets acquired, liabilities assumed, and non-controlling interests in the acquiree based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired, liabilities assumed, and non-controlling interests in the acquiree is recorded as goodwill.
When determining the fair values of assets acquired, liabilities assumed, and non-controlling interests in the acquiree, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth rates and margins, customer attrition rates, future changes in technology and brand awareness, loyalty and position, and discount rates. Fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability. Identifiable intangible assets are comprised of distribution channels and distribution rights, patents, licenses, technology, acquired backlog, trademarks, and in-process research and development. Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.
We evaluate goodwill at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. The annual goodwill impairment testing is performedreporting unit level in the fourth fiscal quarter of each fiscal year based on the values on the first dayor more frequently if indicators of that quarter. Goodwill was reviewed forpotential impairment utilizingexist. We utilize either a qualitative assessment or a quantitative two-step process.test to assess the likelihood of an impairment. In performing the qualitative assessment, we consider macroeconomic conditions, industry and market considerations, overall financial performance, and other relevant events and factors that may impact the reporting units. When we perform a quantitative assessmenttest, the estimation of goodwill impairment, the determination of fair value of a reporting unit involves the use of significantcertain estimates and assumptions. The discounted cash flows are based upon, among other things, assumptions aboutincluding expected future operating performance using risk-adjusted discount rates. Actual future results may differ from those estimates.
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.
| Fiscal Years | 2016 | 2015 | 2014 | 2019 | 2018 | 2017 | ||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||
| Product | $ | 1,562.0 | $ | 1,533.5 | $ | 1,713.6 | $ | 1,934.8 | $ | 1,999.9 | $ | 1,763.8 | ||||||||||
| Service | 430.2 | 419.9 | 396.0 | 686.2 | 588.7 | 475.4 | ||||||||||||||||
| Subscription | 370.0 | 337.0 | 285.9 | 643.3 | 519.8 | 407.3 | ||||||||||||||||
| Total revenue | $ | 2,362.2 | $ | 2,290.4 | $ | 2,395.5 | $ | 3,264.3 | $ | 3,108.4 | $ | 2,646.5 | ||||||||||
| Gross margin | 1,238.0 | 1,202.2 | 1,290.8 | 1,780.9 | 1,681.0 | 1,377.6 | ||||||||||||||||
| Gross margin % | 52.4 | % | 52.5 | % | 53.9 | % | 54.6 | % | 54.1 | % | 52.1 | % | ||||||||||
| Total consolidated operating income | 181.0 | 154.4 | 260.8 | |||||||||||||||||||
| Operating income | 375.9 | 320.7 | 235.7 | |||||||||||||||||||
| Operating income as a % of revenue | 7.7 | % | 6.7 | % | 10.9 | % | 11.5 | % | 10.3 | % | 8.9 | % | ||||||||||
| Diluted earnings per share | $ | 2.03 | $ | 1.12 | $ | 0.46 | ||||||||||||||||
| Non-GAAP revenue * | $ | 3,271.3 | $ | 3,132.0 | $ | 2,649.3 | ||||||||||||||||
| Non-GAAP operating income * | 667.8 | 643.9 | 471.5 | |||||||||||||||||||
| Non-GAAP operating income as a % of Non-GAAP Revenue* | 20.4 | % | 20.6 | % | 17.8 | % | ||||||||||||||||
| Non-GAAP diluted earnings per share * | $ | 1.99 | $ | 1.94 | $ | 1.45 | ||||||||||||||||
*See SUPPLEMENTAL DISCLOSURE OF NON-GAAP FINANCIAL MEASURES for a reconciliation of our GAAP results to our non-GAAP measures.
Basis of Presentation
We have a 52-53 week fiscal year, ending on the Friday nearest to December 31, which for fiscal 20162019 was December 30, 2016.January 3, 2020. Fiscal 2016, 20152019 was a 53-week year, and 20142018 and 2017 were all 52-week years.
Revenue
In fiscal 2016,2019, total revenue increased by $71.8$155.9 million, or 3%5%, to $2.36$3.26 billion from $2.29$3.11 billion in fiscal 2015.2018. Overall revenue was primarily impacted by organic growth in building construction, civil engineering and construction, and transportation and logistics, partially offset by declines in geospatial and GIS. We consider organic growth to include all revenue except for revenue associated with acquisitions made within the last four quarters.
By revenue category, overall product revenue decreased $180.1$65.1 million, or 11%3%, service revenue increased $23.9$97.5 million, or 6%17%, and subscription revenue increased $51.1$123.5 million, or 18%24%. The productProduct revenue decrease was primarily within Engineering and Construction and Field Solutions, slightly offset by a product revenue increase in Mobile Solutions. Service and subscription increases weredecreased primarily due to organic growth within Engineeringongoing weakness in our Geospatial OEM hardware sales and, Construction and Mobile Solutions, as we continue to expand software and services, including implementation and maintenance, and subscription services as a portion of our revenue. Although to a lesser extent, acquisitionsResources and Utilities agriculture OEM sales. Service and subscription revenue increased across all segments, with the biggest impact due to an increase in Buildings and Infrastructure due to the Viewpoint acquisition as well as organic growth, within Engineering and Construction also contributed.to a lesser extent, Transportation, Resources and Utilities, and Geospatial.
By segment, Buildings and Infrastructure revenue increased $170.5 million, or 16%, Transportation increased $39.2 million, or 5%, Resources and Utilities revenue increased $3.3 million or 1%, and Geospatial revenue decreased $73.7 million, or 10%, as compared to fiscal 2018. Buildings and Infrastructure revenue increased due to the Viewpoint acquisition, which was acquired in the third quarter of fiscal 2018, and organic growth. Transportation revenue increased due to increased organic growth and acquisition revenue. Resources and Utilities was up slightly due to organic and acquisition growth. Geospatial revenue decreased mainly due to market softness.
During fiscal 2016,2019, sales to customers in the United StatesNorth America represented 49%55%, Europe represented 24%28%, Asia Pacific represented 15%11%, and other regionsthe rest of world represented 12% of our total revenue. During fiscal 2015, sales to customers in the United States represented 50%, Europe represented 24%, Asia Pacific represented 14%, and other regions represented 12% of our total revenue. During fiscal 2014, sales to customers in the United States represented 48%, Europe represented 24%, Asia Pacific represented 14%, and other regions represented 14%6% of our total revenue. We anticipate that sales to international customers will continue to account for a significant portion of our revenue.
No single customer accounted for 10% or more of our total revenue in fiscal 2016, 20152019 or 2014.2018. No single customer accounted for 10% or more of our accounts receivable as of fiscal years ended 20162019 and 2015.2018.
Gross Margin
Our gross margin varies due to a number of factors including product mix, pricing, distribution channel, production volumes, new product start-up costs, and foreign currency translations.
In fiscal 2016,2019, our gross margin increased by $35.8$99.9 million as compared to fiscal 2015,2018, primarily due to increased organic service and subscription revenue growth in EngineeringBuildings and Construction and Mobile Solutions.Infrastructure, as well as the Viewpoint acquisition, partially offset by a decrease in Geospatial due to revenue declines. Gross margin as a percentage of total revenue was 52.4%relatively flat at 54.6% in fiscal 20162019 and 52.5%54.1% in fiscal 2015. The slight decrease in the gross margin percentage was primarily in Engineering and Construction and Mobile Solutions2018 due to Buildings and Infrastructure improved product mix, partiallylargely offset by lower intangible asset amortization.Geospatial revenue decline and Transportation product mix and pricing pressures.
Operating income increased by $55.2 million for fiscal 2015, our gross margin decreased by $88.6 million2019 as compared to fiscal 2014 primarily due to decreased revenue in Engineering and Construction and Field Solutions. Gross margin as a percentage of total revenue was 52.5% in fiscal 2015 and 53.9% in fiscal 2014. The decrease in the gross margin percentage was primarily in Engineering and Construction due to product mix and foreign currency effects due to the weaker Euro, and to a lesser extent, due to an increase in intangible asset amortization.
| Fiscal Years | 2016 | 2015 | 2014 | ||||||||
| (Dollars in millions) | |||||||||||
| Engineering and Construction | |||||||||||
| Revenue | $ | 1,313.6 | $ | 1,283.3 | $ | 1,348.1 | |||||
| Segment revenue as a percent of total revenue | 55 | % | 56 | % | 56 | % | |||||
| Operating income | $ | 230.5 | $ | 218.8 | $ | 284.1 | |||||
| Operating income as a percent of segment revenue | 18 | % | 17 | % | 21 | % | |||||
| Field Solutions | |||||||||||
| Revenue | $ | 354.3 | $ | 355.3 | $ | 422.1 | |||||
| Segment revenue as a percent of total revenue | 15 | % | 15 | % | 18 | % | |||||
| Operating income | $ | 105.2 | $ | 108.6 | $ | 137.8 | |||||
| Operating income as a percent of segment revenue | 30 | % | 31 | % | 33 | % | |||||
| Mobile Solutions | |||||||||||
| Revenue | $ | 559.7 | $ | 520.3 | $ | 486.8 | |||||
| Segment revenue as a percent of total revenue | 24 | % | 23 | % | 20 | % | |||||
| Operating income | $ | 88.9 | $ | 85.6 | $ | 78.0 | |||||
| Operating income as a percent of segment revenue | 16 | % | 16 | % | 16 | % | |||||
| Advanced Devices | |||||||||||
| Revenue | $ | 134.6 | $ | 131.5 | $ | 138.5 | |||||
| Segment revenue as a percent of total revenue | 6 | % | 6 | % | 6 | % | |||||
| Operating income | $ | 51.4 | $ | 46.9 | $ | 44.3 | |||||
| Operating income as a percent of segment revenue | 38 | % | 36 | % | 32 | % | |||||
| Fiscal Years | 2016 | 2015 | 2014 | ||||||||
| (in millions) | |||||||||||
| Consolidated segment operating income | $ | 476.0 | $ | 459.9 | $ | 544.2 | |||||
| Unallocated corporate expense | (78.3 | ) | (80.2 | ) | (79.4 | ) | |||||
| Restructuring charges | (13.3 | ) | (12.8 | ) | (2.1 | ) | |||||
| Stock-based compensation | (52.6 | ) | (50.1 | ) | (43.4 | ) | |||||
| Amortization of purchased intangible assets | (150.8 | ) | (162.4 | ) | (158.5 | ) | |||||
| Consolidated operating income | 181.0 | 154.4 | 260.8 | ||||||||
| Non-operating income (expense), net | (4.3 | ) | (2.6 | ) | 5.2 | ||||||
| Consolidated income before taxes | $ | 176.7 | $ | 151.8 | $ | 266.0 | |||||
development costs.
Research and Development, Sales and Marketing, and General and Administrative Expenses
following table:
| Fiscal Years | 2016 | 2015 | 2014 | 2019 | 2018 | 2017 | ||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||
| Research and development | $ | 349.6 | $ | 336.7 | $ | 318.0 | $ | 469.7 | $ | 446.1 | $ | 370.2 | ||||||||||
| Percentage of revenue | 15 | % | 15 | % | 13 | % | 14.4 | % | 14.4 | % | 14.0 | % | ||||||||||
| Sales and marketing | 377.6 | 374.6 | 387.6 | 504.2 | 479.8 | 400.1 | ||||||||||||||||
| Percentage of revenue | 16 | % | 16 | % | 16 | % | 15.4 | % | 15.4 | % | 15.1 | % | ||||||||||
| General and administrative | 256.0 | 255.3 | 247.1 | 330.6 | 349.8 | 301.7 | ||||||||||||||||
| Percentage of revenue | 11 | % | 11 | % | 10 | % | 10.1 | % | 11.3 | % | 11.4 | % | ||||||||||
| Total | $ | 983.2 | $ | 966.6 | $ | 952.7 | $ | 1,304.5 | $ | 1,275.7 | $ | 1,072.0 | ||||||||||
| Percentage of revenue | 42 | % | 42 | % | 39 | % | ||||||||||||||||
Overall, R&D, sales and marketing, and G&A expenses increased by approximately 16.6$28.8 million in fiscal 20162019 compared to fiscal 2015. All of our R&D costs have been expensed as incurred.
Research and development expense increased by $18.7$23.6 million, or 6%5%, in fiscal 2015,2019, as compared to fiscal 2014.2018. Overall, research and development spending was 15%14% of revenue in fiscal 2015 versus 13% in fiscal 2014.2019 and 2018, respectively. As compared to the prior year, the increase in fiscal 2015 research and development expense increased 7%2019 was primarily due to higherthe impact of the Viewpoint acquisition and, to a lesser extent, increased compensation and other expenses and 5% due to fiscal 2015 business acquisitions,in Transportation, partially offset by a 6% decrease due to favorable foreign exchange rates.currency impacts.
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 increased by $3.0$24.4 million, or 1%5%, in fiscal 2016,2019, as compared to fiscal 2015.2018. Overall, spending for sales and marketing was 16%15% of revenue in both fiscal 20162019 and 2015.2018, respectively. As compared to the prior year, the increase in fiscal 2016 sales and marketing expense increased 2%2019 was primarily due to expense from fiscal 2016 business acquisitionsthe impact of the Viewpoint acquisition and, 1% due to trade show expenses,a lesser extent, an increase in compensation expense, partially offset by a 1% decrease due to favorable foreign exchange ratescurrency impacts.
General and 1% due to lower travel expenses.
Amortization of Purchased Intangible Assets
| Fiscal Years | 2016 | 2015 | 2014 | 2019 | 2018 | 2017 | ||||||||||||||||
| (in millions) | ||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||
| Cost of sales | $ | 88.6 | $ | 92.6 | $ | 82.9 | $ | 94.1 | $ | 103.2 | $ | 85.8 | ||||||||||
| Operating expenses | 62.2 | 69.8 | 75.6 | 73.7 | 76.4 | 63.0 | ||||||||||||||||
| Total | $ | 150.8 | $ | 162.4 | $ | 158.5 | $ | 167.8 | $ | 179.6 | $ | 148.8 | ||||||||||