CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

First Quarter of

2012

2011

Revenues:

        Product

$398,538

$326,932

        Service

57,430

33,519

        Subscription

46,299

23,842

Total revenues

502,267

384,293

Cost of sales:

        Product

193,044

164,335

        Service

22,521

14,382

        Subscription

14,431

7,158

        Amortization of purchased intangible assets

13,121

6,888

Total cost of sales

243,117

192,763

Gross margin

259,150

191,530

Gross margin (%)

51.6%

49.8%

Operating expenses

    Research and development

60,235

43,232

    Sales and marketing

76,024

61,207

    General and administrative

46,886

33,472

    Restructuring

481

767

    Amortization of purchased intangible assets

15,676

9,177

       Total operating expenses

199,302

147,855

Operating income 

59,848

43,675

Non-operating income, net

    Interest income

372

285

    Interest expense

(4,235)

(496)

    Foreign currency transaction gain (loss), net

(2,213)

306

    Income from equity method investments, net

6,192

2,763

    Other expense, net

363

(252)

       Total non-operating income, net

479

2,606

Income before taxes

60,327

46,281

Income tax provision

10,255

7,409

Net income

50,072

38,872

Less: Net loss attributable to noncontrolling interests 

(746)

(831)

Net income attributable to Trimble Navigation Ltd.

$  50,818

$  39,703

Earnings per share attributable to Trimble Navigation Ltd.

     Basic

$     0.41

$     0.33

     Diluted

$     0.40

$     0.32

Shares used in calculating earnings per share:

    Basic

124,370

121,819

    Diluted

127,760

125,856

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

First Quarter

Fiscal Year End

As of 

2012

2011

Assets

Current assets:

   Cash and cash equivalents

$     209,146

$         154,621

   Accounts receivables, net

324,663

275,201

   Other receivables

4,109

7,103

   Inventories, net

224,656

232,063

   Deferred income taxes

43,829

44,632

   Other current assets

27,316

19,437

      Total current assets

833,719

733,057

Property and equipment, net

66,462

62,724

Goodwill

1,379,353

1,297,692

Other purchased intangible assets, net

502,013

476,791

Other non-current assets

90,525

82,211

      Total assets

$  2,872,072

$       2,652,475

Liabilities 

Current liabilities:

   Current portion of long-term debt

$      87,929

$           65,918

   Accounts payable

103,119

97,956

   Accrued compensation and benefits

73,314

73,894

   Deferred revenue

134,165

105,066

   Accrued warranty expense

17,871

18,444

   Other accrued liabilities

49,555

50,045

      Total current liabilities

465,953

411,323

Non-current portion of long-term debt

535,204

498,518

Non-current deferred revenue

16,025

13,113

Deferred income taxes

102,940

95,594

Other non-current liabilities

48,394

45,025

      Total liabilities

1,168,516

1,063,573

Commitments and contingencies

Equity

Shareholders' equity:

   Common stock

921,780

878,514

   Retained earnings

736,457

685,639

   Accumulated other comprehensive income

28,821

5,140

Total Trimble Navigation Ltd. shareholders' equity

1,687,058

1,569,293

Noncontrolling interests 

16,498

19,609

      Total equity

1,703,556

1,588,902

      Total liabilities and equity

$  2,872,072

$       2,652,475

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

(In thousands)

(Unaudited)

First Quarter of

2012

2011

Cash flow from operating activities:

    Net Income

$      50,072

$   38,872

    Adjustments to reconcile net income  to net cash provided by

       operating activities:

         Depreciation expense

5,562

4,603

         Amortization expense

28,797

16,065

         Provision for doubtful accounts

587

359

         Deferred income taxes

146

(1,393)

         Stock-based compensation

7,789

6,798

         Income from equity method investments

(6,192)

(2,763)

         Excess tax benefit for stock-based compensation

(7,580)

(8,357)

         Provision for excess and obsolete inventories

3,111

2,489

         Other non-cash items

(977)

577

    Add decrease (increase) in assets:

         Accounts receivables

(46,425)

(40,624)

         Other receivables

2,211

5,776

         Inventories

5,928

(8,717)

         Other current and non-current assets

(7,972)

4,927

    Add increase (decrease) in liabilities:

         Accounts payable

4,205

16,377

         Accrued compensation and benefits

(1,895)

(10,241)

         Deferred revenue

29,569

(1,219)

         Accrued warranty expense

(728)

(40)

         Other current and non-current liabilities

1,450

4,438

 Net cash provided by operating activities 

67,658

27,927

 Cash flow from investing activities: 

      Acquisitions of businesses, net of cash acquired 

(101,392)

(38,979)

      Acquisition of property and equipment 

(7,644)

(4,036)

      Acquisitions of intangible assets 

(755)

(250)

      Other 

251

44

 Net cash used in investing activities 

(109,540)

(43,221)

 Cash flow from financing activities: 

      Issuance of common stock, net 

26,682

27,785

      Excess tax benefit for stock-based compensation 

7,580

8,357

      Proceeds from long-term debt and revolving credit lines 

181,500

-

      Payments on short-term and long-term debt  

(122,850)

(672)

 Net cash provided by financing activities 

92,912

35,470

 Effect of exchange rate changes on cash and cash equivalents 

3,495

3,378

 Net increase in cash and cash equivalents 

54,525

23,554

 Cash and cash equivalents - beginning of period 

154,621

220,788

 Cash and cash equivalents - end of period 

$    209,146

$  244,342

REPORTING SEGMENTS

(Dollars in thousands)

(Unaudited)

Reporting Segments

Engineering

and

Field

Mobile

Advanced

Construction

Solutions

Solutions

Devices

FIRST QUARTER OF FISCAL 2012 :

Revenues

$   248,885

$147,499

$  78,383

$  27,500

Operating income before corporate allocations:

$     40,077

$  62,361

$    7,358

$    3,339

Operating margin (% of segment external net revenues)

16.1%

42.3%

9.4%

12.1%

FIRST QUARTER OF FISCAL 2011 :

Revenues

$   190,034

$123,053

$  44,421

$  26,785

Operating income (loss) before corporate allocations:

$     22,779

$  52,505

$   (1,334)

$    3,863

Operating margin (% of segment external net revenues)

12.0%

42.7%

(3.0%)

14.4%

GAAP TO NON-GAAP RECONCILIATION

(Dollars in thousands, except per share data)

(Unaudited)

First Quarter of

2012

2011

Dollar

% of

Dollar

% of

Amount

Revenue

Amount

Revenue

GROSS MARGIN:

GAAP gross margin:

$ 259,150

51.6%

$ 191,530

49.8%

Restructuring

( A )

45

0.0%

99

0.0%

Amortization of purchased intangible assets

( B )

13,121

2.6%

6,888

1.9%

Stock-based compensation

( C )

520

0.1%

468

0.1%

Amortization of acquisition-related inventory step-up

( D )

8

0.0%

508

0.1%

Non-GAAP gross margin: 

$ 272,844

54.3%

$ 199,493

51.9%

OPERATING EXPENSES:

GAAP operating expenses:

$ 199,302

39.7%

$ 147,855

38.5%

Restructuring

( A )

(481)

-0.1%

(767)

-0.2%

Amortization of purchased intangible assets

( B )

(15,676)

-3.2%

(9,177)

-2.4%

Stock-based compensation

( C )

(7,269)

-1.4%

(6,330)

-1.6%

Acquisition costs

( E )

(4,766)

-0.9%

(2,190)

-0.6%

Non-GAAP operating expenses:

$ 171,110

34.1%

$ 129,391

33.7%

OPERATING INCOME:

GAAP operating income:

$  59,848

11.9%

$  43,675

11.4%

Restructuring

( A )

526

0.1%

866

0.2%

Amortization of purchased intangible assets

( B )

28,797

5.7%

16,065

4.2%

Stock-based compensation

( C )

7,789

1.6%

6,798

1.8%

Amortization of acquisition-related inventory step-up

( D )

8

0.0%

508

0.1%

Acquisition costs

( E )

4,766

1.0%

2,190

0.5%

Non-GAAP operating income: 

$ 101,734

20.3%

$  70,102

18.2%

NON-OPERATING INCOME, NET:

GAAP non-operating income, net:

$       479

$    2,606

Acquisition loss

( E )

444

765

Foreign exchange loss associated with acquisition

( F )

1,578

-

Non-GAAP non-operating income, net: 

$    2,501

$    3,371

GAAP and 

GAAP and 

Non-GAAP

Non-GAAP

Tax Rate %

( H )

Tax Rate %

( H )

INCOME TAX PROVISION:

GAAP income tax provision:

$  10,255

17%

$    7,409

16%

Non-GAAP items tax effected:

( G )

7,464

4,353

Non-GAAP income tax provision: 

$  17,719

17%

$  11,762

16%

NET INCOME:  

GAAP net income attributable to Trimble Navigation Ltd.

$  50,818

$  39,703

Restructuring

( A )

526

866

Amortization of purchased intangible assets

( B )

28,797

16,065

Stock-based compensation

( C )

7,789

6,798

Amortization of acquisition-related inventory step-up

( D )

8

508

Acquisition costs

( E )

5,210

2,955

Foreign exchange loss associated with acquisition

( F )

1,578

-

Non-GAAP tax adjustments

( G )

(7,464)

(4,353)

Non-GAAP net income attributable to Trimble Navigation Ltd.

$  87,262

$  62,542

DILUTED NET INCOME PER SHARE:

GAAP diluted net income per share attributable to Trimble Navigation Ltd.

$      0.40

$      0.32

Restructuring

( A )

-

0.01

Amortization of purchased intangible assets

( B )

0.23

0.13

Stock-based compensation

( C )

0.06

0.05

Amortization of acquisition-related inventory step-up

( D )

-

-

Acquisition costs

( E )

0.04

0.02

Foreign exchange loss associated with acquisition

( F )

0.01

-

Non-GAAP tax adjustments

( G )

(0.06)

(0.03)

Non-GAAP diluted net income per share attributable to Trimble Navigation Ltd.

$       0.68

$      0.50

OPERATING LEVERAGE:

Increase in non-GAAP operating income

$   31,632

$  13,048

Increase in revenue

$ 117,974

$  65,278

Operating leverage (increase in non-GAAP operating 

income as a % of increase in revenue)

26.8%

20.0%

GAAP TO NON-GAAP RECONCILIATION (CONTINUED)

(Dollars in thousands, except per share data)

(Unaudited)

First Quarter of

2012

2011

% of Segment

% of Segment

SEGMENT OPERATING INCOME:

Revenue

Revenue

Engineering and Construction

GAAP operating income before corporate allocations:

$40,077

16.1%

$22,779

12.0%

Stock-based compensation

( I )

2,756

1.1%

2,338

1.2%

Non-GAAP operating income before corporate allocations:

$42,833

17.2%

$25,117

13.2%

Field Solutions

GAAP operating income before corporate allocations:

$62,361

42.3%

$52,505

42.7%

Stock-based compensation

( I )

643

0.4%

512

0.4%

Non-GAAP operating income before corporate allocations:

$63,004

42.7%

$53,017

43.1%

Mobile Solutions

GAAP operating income (loss) before corporate allocations:

$  7,358

9.4%

$ (1,334)

-3.0%

Stock-based compensation

( I )

793

1.0%

996

2.2%

Non-GAAP operating income (loss) before corporate allocations:

$  8,151

10.4%

$    (338)

-0.8%

Advanced Devices

GAAP operating income before corporate allocations:

$  3,339

12.1%

$  3,863

14.4%

Stock-based compensation

( I )

632

2.3%

651

2.5%

Non-GAAP operating income before corporate allocations:

$  3,971

14.4%

$  4,514

16.9%

FOOTNOTES TO GAAP TO NON-GAAP RECONCILIATION

(Unaudited)

Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures. The non-GAAP financial measures included in the previous table as well as detailed explanations to the adjustments to comparable GAAP measures, are set forth below:

Non-GAAP gross margin

We believe our investors benefit by understanding our non-GAAP gross margin as a way of understanding how product mix, pricing decisions and manufacturing costs influence our business.  Non-GAAP gross margin excludes restructuring costs, amortization of purchased intangible assets, stock-based compensation and amortization of acquisition-related inventory step-up from GAAP gross margin. We believe that these exclusions offer investors additional information that may be useful to view trends in our gross margin performance.

Non-GAAP operating expenses

We believe this measure is important to investors evaluating our non-GAAP spending in relation to revenue. Non-GAAP operating expenses exclude restructuring costs, amortization of purchased intangible assets, stock-based compensation and acquisition costs associated with external and incremental costs resulting directly from merger and acquisition activities such as legal, due diligence and integration costs from GAAP operating expenses. We believe that these exclusions offer investors supplemental information to facilitate comparison of our operating expenses to our prior results. 

Non-GAAP operating income

We believe our investors benefit by understanding our non-GAAP operating income trends which are driven by revenue, gross margin, and spending. Non-GAAP operating income excludes restructuring costs, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up and acquisition costs associated with external and incremental costs resulting directly from merger and acquisition activities such as legal, due diligence and integration costs. We believe that these exclusions offer an alternative means for our investors to evaluate current operating performance compared to results of other periods. 

Non-GAAP non-operating income, net

We believe this measure helps investors evaluate our non-operating income trends. Non-GAAP non-operating income, net excludes acquisition costs associated with unusual acquisition related items such as an adjustment to a gain on bargain purchase (resulting from the fair value of identifiable net assets acquired exceeding the consideration transferred), adjustments to the fair value of earn-out liabilities and payments made or received to settle earn-out and holdback disputes. These costs are specific to particular acquisitions and vary significantly in amount and timing. Non-GAAP non-operating income, net also excludes a foreign exchange loss specifically associated with a hedge for one of our acquisitions. We believe that these exclusions provide investors with a supplemental view of our ongoing financial results. 
 

Non-GAAP income tax provision

Non-GAAP items tax effected adjusts the provision for income taxes to reflect the effect of certain non-GAAP items on non-GAAP net income. We believe this information is useful to investors because it provides for consistent treatment of the excluded items in our non-GAAP presentation.

Non-GAAP net income

This measure provides a supplemental view of net income trends which are driven by non-GAAP income before taxes and our non-GAAP tax rate. Non-GAAP net income excludes restructuring costs, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition costs, a foreign exchange loss from a hedge associated with an acquisition, and non-GAAP tax adjustments from GAAP net income. We believe our investors benefit from understanding these exclusions and from an alternative view of our net income performance as compared to our past net income performance.

Non-GAAP diluted net income per share

We believe our investors benefit by understanding our non-GAAP operating performance as reflected in a per share calculation as a way of measuring non-GAAP operating performance by ownership in the company. Non-GAAP diluted net income per share excludes restructuring costs, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition costs, a foreign exchange loss from a hedge associated with an acquisition, and non-GAAP tax adjustments from GAAP diluted net income per share. We believe that these exclusions offer investors a useful view of our diluted net income per share as compared to our past diluted net income per share. 

Non-GAAP operating leverage

We believe this information is beneficial to investors as a measure of how much incremental revenue is contributed to our operating income. Non-GAAP operating leverage is the increase in non-GAAP operating income as a percentage of the increase in revenue. We believe that this information offers investors supplemental information to evaluate our current performance and to compare to our past non-GAAP operating leverage. 

Non-GAAP segment operating income

Non-GAAP segment operating income excludes stock-based compensation from GAAP segment operating income (loss). We believe this information is useful to investors because some may exclude stock-based compensation as an alternative view when assessing trends in the operating income of our segments. 

These non-GAAP measures can be used to evaluate our historical and prospective financial performance, as well as our performance relative to competitors. We believe some of our investors track our "core operating performance" as a means of evaluating our performance in the ordinary, ongoing, and customary course of our operations. Core operating performance excludes items that are non-cash, not expected to recur or not reflective of ongoing financial results.  Management also believes that looking at our core operating performance provides a supplemental way to provide consistency in period to period comparison.  Accordingly, management excludes from non-GAAP those items relating to restructuring, amortization of purchased intangible assets, stock based compensation, amortization of acquisition-related inventory step-up, acquisition costs, a foreign exchange loss from a hedge associated with an acquisition, and non-GAAP tax adjustments.  For detailed explanations of the adjustments made to comparable GAAP measures, see items (A) - ( I ) below,

( A )

Restructuring costs.Included in our GAAP presentation of cost of sales and operating expenses, restructuring costs recorded are primarily for employee compensation resulting from reductions in employee headcount in connection with our company restructurings.  We exclude restructuring costs from our non-GAAP measures because we believe they do not reflect expected future operating expenses, they are not indicative of our core operating performance, and they are not meaningful in comparisons to our past operating performance.  

( B )

Amortization of purchased intangible assets.Included in our GAAP presentation of gross margin, operating expenses, operating income, and net income is amortization of purchased intangible assets. US GAAP accounting requires that intangible assets are recorded at fair value and amortized over their useful lives. Consequently, the timing and size of our acquisitions will cause our operating results to vary from period to period making a comparison to past performance difficult for investors. This accounting treatment may cause differences when comparing our results to companies that grow internally because the fair value assigned to the intangible assets acquired through acquisition may significantly exceed the equivalent expenses that a company may incur for similar efforts when performed internally. Furthermore, the useful life that we expense our intangible assets over may be substantially different from the time period that an internal growth company incurs and recognizes such expenses. We believe that by excluding the amortization of purchased intangible assets, which primarily represents technology and/or customer relationships already developed, it enhances comparability by allowing investors to compare our operations pre-acquisition to those post-acquisitions and to those of our competitors that have pursued internal growth strategies.

( C )

Stock-based compensation.Included in our GAAP presentation of cost of sales and operating expenses, stock-based compensation consists of expenses for employee stock options and awards and purchase rights under our employee stock purchase plan. We exclude stock-based compensation expense from our non-GAAP measures because some investors may view it as not reflective of our core operating performance as it is a non-cash expense.   For the first quarter of fiscal 2012 and 2011, stock-based compensation was allocated as follows: 

First Quarter of

(Dollars in thousands)

2012

2011

Cost of sales

$                 520

$                 468

Research and development

1,229

1,096

Sales and Marketing

1,791

1,634

General and administrative

4,249

3,600

$              7,789

$              6,798

( D )

Amortization of acquisition-related inventory step-up.  The purchase accounting entries associated with our business acquisitions require us to record inventory at its fair value, which is sometimes greater than the previous book value of the inventory.  Included in our GAAP presentation of cost of sales, the increase in inventory value is amortized to cost of sales over the period that the related product is sold.  We exclude inventory step-up amortization from our non-GAAP measures because it is non-cash expense that we do not believe is indicative of our ongoing operating results.  We further believe that excluding this item from our non-GAAP results is useful to investors in that it allows for period-over-period comparability.

( E )

Acquisition costs.  Included in our GAAP presentation of operating expenses, acquisition costs consist of external and incremental costs resulting directly from merger and acquisition activities such as legal, due diligence and integration costs.  Included in our GAAP presentation of non-operating income, net, acquisition costs include unusual acquisition related items such as an adjustment to a gain on bargain purchase (resulting from the fair value of identifiable net assets acquired exceeding the consideration transferred), adjustments to the fair value of earn-out liabilities and payments made or received to settle earn-out and holdback disputes. Although we do numerous acquisitions, the costs that have been excluded from the non-GAAP measures are costs specific to particular acquisitions. These are one-time costs that vary significantly in amount and timing and are not indicative of our core operating performance.

( F )

Foreign exchange loss associated with acquisition.    This amount represents a loss on a foreign exchange hedge associated with one of our acquisitions.  We excluded the foreign exchange loss from our non-GAAP measures because we believe that the exclusion of this item provides investors an enhanced view of the cost structure of our operations and facilitates comparisons with the results of other periods.                     

( G )

Non-GAAP items tax effected.   This amount adjusts the provision for income taxes to reflect the effect of the non-GAAP items (A) - (F) on non-GAAP net income.   We believe this information is useful to investors because it provides for consistent treatment of the excluded items in this non-GAAP presentation. 

( H )

GAAP and non-GAAP tax rate %.  These percentages are defined as GAAP income tax provision as a percentage of GAAP income before taxes and non-GAAP income tax provision as a percentage of non-GAAP income before taxes.   We believe that investors benefit from a presentation of non-GAAP tax rate percentage as a way of facilitating a comparison to non-GAAP tax rates in prior periods.

( I )

Stock-based compensation.The amounts consist of expenses for employee stock options and awards and purchase rights under our employee stock purchase plan. As referred to above we exclude stock-based compensation here because investors may view it as not reflective of our core operating performance as it is a non-cash expense. However, management does include stock-based compensation for budgeting and incentive plans as well as for reviewing internal financial reporting. We discuss our operating results by segment with and without stock-based compensation expense, as we believe it is useful to investors. Stock-based compensation not allocated to the reportable segments was approximately $3.0 million and $2.3 million for the first quarters of fiscal 2012 and 2011, respectively.