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0000864749false00008647492024-05-032024-05-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2024
Trimble Inc.
(Exact name of registrant as specified in its charter)
Delaware   001-14845   94-2802192
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
I.D. No.)
10368 Westmoor Dr, Westminster, CO 80021
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (720) 887-6100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value per share TRMB NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ 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.  ☐




Item 2.02 Results of Operations and Financial Condition.
On May 3, 2024, Trimble Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended March 29, 2024. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report on Form 8-K shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in such filing.
Item 8.01 Other Items.
Subsequent to the filing of the Company’s Form 10-K, Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm, informed the Company that in preparing for an upcoming Public Company Accounting Oversight Board (“PCAOB”) inspection, EY had identified concerns regarding the design and execution of certain information technology (IT) and other controls for revenue-related systems and processes as of December 29, 2023 that had not been evaluated.
On May 2, 2024, the Audit Committee of the Board of Directors of the Company and management, after discussion with EY, concluded there was an additional material weakness related to certain information technology (IT) and other controls for revenue-related systems and processes as of December 29, 2023 that was not previously disclosed in Management’s Annual Report on Internal Control over Financial Reporting.
As a result, Management’s Report on Internal Control Over Financial Reporting included in Item 9A of the Company’s fiscal 2023 10-K, filed with the SEC on February 26, 2024, and EY’s opinion relating to the effectiveness of the Company’s internal control over financial reporting as of December 29, 2023, should no longer be relied upon for the matter described above. In addition, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of December 29, 2023 due to the material weakness in internal control over financial reporting described above.
EY has not withdrawn its audit report on the financial statements included in the Company’s 2023 Form 10‑K.
The Company intends to delay the issuance of its full financial results for its first quarter ended March 29, 2024, until both the Company and EY complete an assessment of the impacts of the matters noted above. It is expected that these assessments will not be completed in time for the Company to file its Form 10-Q for the first quarter ended March 29, 2024, by the due date. As a result of this delay, the Company expects that it will have to notify NASDAQ that it will not be in compliance with its listing rules. The Company also intends to amend its Form 10-K to reflect management’s and EY’s assessment of internal control over financial reporting as of the period covered by such report. The Company intends to reschedule its annual shareholder meeting, which is expected to be held after the amended Form 10-K is filed.
Forward-Looking Statements
This document and the exhibits contain forward-looking statements within the meaning of Section 21E of the Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the effectiveness of the Company’s internal controls, the further impact to the Company including that EY is not expected to withdraw its audit report, and the Company’s expectation as to the anticipated timing of the filing of the Company’s Form 10-Q for the quarter ended March 29, 2024. These forward-looking statements are subject to change, and actual results may materially differ from those set forth in this Current Report due to certain risks and uncertainties. Factors that could cause or contribute to changes in such forward-looking statements include, but are not limited to, the expected timing and results of EY’s completion of its additional audit procedures. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements set forth in reports filed with the SEC, including the Company’s current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on Form 10-K, such as statements regarding changes in economic conditions and the impact of competition. Undue reliance should not be placed on any forward-looking statement contained herein. These statements reflect the Company’s position as of the date of this Current Report. The Company expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in the Company’s expectations or any change of events, conditions, or circumstances on which any such statement is based.



Item 9.01 Financial Statements and Exhibits.
    (d) Exhibits.
Exhibit No.   Description
99.1  
104
The cover page from this Report on Form 8-K, formatted in Inline XBRL




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  TRIMBLE INC.
  a Delaware corporation
     
       
Dated: May 3, 2024
By: /s/ David G. Barnes  
    David G. Barnes  
    Chief Financial Officer  


EX-99.1 2 a2024q1-8kex991.htm EX-99.1 Document

Exhibit 99.1
Trimble Announces First Quarter 2024 Results

•Record annualized recurring revenue of $2.03 billion, up 23 percent on a year-over-year basis, up 13 percent on an organic basis
•Record GAAP gross margin of 62.3 percent and record non-GAAP gross margin of 65.8 percent
•GAAP operating income was $109.2 million, 11.5 percent of revenue, and non-GAAP operating income was $234.4 million, 24.6 percent of revenue
•Adjusted EBITDA was $250.9 million, 26.3 percent of revenue
WESTMINSTER, Colo., May 3, 2024 - Trimble Inc. (NASDAQ: TRMB) today announced financial results for the first quarter of 2024.
First Quarter 2024 Financial Highlights
•Revenue of $953.3 million, up 4 percent on a year-over-year basis, flat on an organic basis
•Annualized recurring revenue ("ARR") was $2.03 billion, up 23 percent year-over-year, up 13 percent on an organic basis
•GAAP operating income was $109.2 million, 11.5 percent of revenue and non-GAAP operating income was $234.4 million, 24.6 percent of revenue
•GAAP net income was $57.2 million and non-GAAP net income was $159.1 million
•Diluted earnings per share ("EPS") was $0.23 on a GAAP basis and $0.64 on a non-GAAP basis
•Adjusted EBITDA was $250.9 million, 26.3 percent of revenue
•Share repurchases of $175.0 million
Executive Quote
"We had a strong start to the year, delivering record annualized recurring revenue of $2.03 billion and record first quarter gross margin. And on April 1, we closed our agriculture joint venture with AGCO," said Rob Painter, Trimble's president and chief executive officer. "With our new reporting segment and organization structure in place, we have further simplified and focused the Company to enable our customers to transform how they work, while creating value for our shareholders."
Forward-Looking Guidance
For the full-year 2024, Trimble expects to report revenue between $3,570 million and $3,670 million and non-GAAP EPS of $2.60 to $2.80. The full year 2024 non-GAAP EPS assumes a tax rate of 17.3 percent and approximately 244 million average shares outstanding.
For the second quarter of 2024, Trimble expects to report revenue between $845 million and $875 million and non-GAAP EPS of $0.56 to $0.60. The second quarter of 2024 non-GAAP EPS assumes a tax rate of 17.3 percent and approximately 247 million average shares outstanding.
Full-year 2024 and second quarter of 2024 guidance both reflect the closing of the joint venture with AGCO which closed at the beginning of the second quarter of 2024.
Trimble is unable to provide a quantitative reconciliation of these measures to GAAP with a reasonable degree of accuracy because Trimble has not determined all assets, liabilities, and other adjustments, as well as related tax expense to calculate a gain associated with the agriculture business that was contributed to the joint venture with AGCO. Additionally the fair value of our 15 percent investment in the joint venture with AGCO has not been reasonably determined. An explanation of how we calculate non-GAAP EPS and other information relating to this non-GAAP measure is included in the supplemental schedule attached.
Investor Conference Call / Webcast Details
Trimble will hold a conference call on May 3, 2024 at 8:00 a.m. ET to review its first quarter of 2024 results. An accompanying slide presentation will be made available on the "Investors" section of the Trimble website, www.trimble.com, under the subheading "Events & Presentations." The call will be broadcast live on the web at http://investor.trimble.com. Investors without internet access may dial into the call at (888) 660-6347 (U.S.) or (929) 201-6594 (international). The conference ID is 1043223. The replay will also be available on the web at the address above.



About Trimble
Trimble is transforming the ways people move, build and live. Core technologies in positioning, modeling and data analytics connect the digital and physical worlds to improve our customers' productivity, quality, safety, transparency and sustainability. For more information about Trimble (NASDAQ: TRMB), visit: www.trimble.com.
Safe Harbor
Certain statements made in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These statements include expectations about our future financial and operational results. These forward-looking statements are subject to change, and actual results may materially differ due to certain risks and uncertainties. The Company's results may be adversely affected if the Company is unable to market, manufacture and ship new products, obtain new customers, effectively integrate new acquisitions or consummate divestitures in a timely manner, or get the benefits it is expecting from its joint ventures, including with AGCO. The Company's results would also be negatively impacted due to weakness and deterioration in the US and global macroeconomic outlook, including slowing growth, inflationary pressures and increases in interest rates, which may affect demand for our products and services and increase our costs, adversely affecting our revenues and profitability, supply chain shortages and disruptions, the pace at which our dealers work through their inventory, changes in our distribution channels, adverse geopolitical developments and the potential impact of volatility and conflict in the political and economic environment, including conflicts in the Middle East and between Russia and Ukraine and its direct and indirect impact on our business, foreign exchange fluctuations, the pace we transition our business model towards a subscription model, the imposition of barriers to international trade, the impact of acquisitions or divestitures, and our ability to maintain effective internal controls over financial reporting, including our ability to remediate our material weaknesses in our internal control over financial reporting. Any failure to achieve predicted results could negatively impact the Company's revenue, cash flow from operations, and other financial results. The Company's financial results will also depend on a number of other factors and risks detailed from time to time in reports filed with the SEC, including its quarterly reports on Form 10-Q and its annual report on Form 10-K. Undue reliance should not be placed on any forward-looking statement contained herein. These statements reflect the Company's position as of the date of this release. The Company expressly disclaims any undertaking to release publicly any updates or revisions to any statements to reflect any change in the Company's expectations or any change of events, conditions, or circumstances on which any such statement is based.
FTRMB




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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)
(Unaudited)
   First Quarter of
2024 2023
Revenue:
Product $ 367.1  $ 434.4 
Subscription and services 586.2  481.0 
Total revenue 953.3  915.4 
Cost of sales:
Product 207.5  216.2 
Subscription and services 124.4  115.4 
Amortization of purchased intangible assets 27.8  23.0 
Total cost of sales 359.7  354.6 
Gross margin 593.6  560.8 
Gross margin (%) 62.3  % 61.3  %
Operating expense:
Research and development 170.2  159.3 
Sales and marketing 146.8  135.4 
General and administrative 134.1  110.7 
Restructuring 6.6  6.7 
Amortization of purchased intangible assets 26.7  11.7 
Total operating expense 484.4  423.8 
Operating income 109.2  137.0 
Non-operating income (expense), net:
Divestitures gain, net 3.5  4.0 
Interest expense, net (45.2) (19.7)
Income from equity method investments, net 5.6  11.4 
Other (expense) income, net (0.1) 27.9 
Total non-operating (expense) income, net (36.2) 23.6 
Income before taxes 73.0  160.6 
Income tax provision 15.8  31.8 
Net income $ 57.2  $ 128.8 
Earnings per share:
Basic $ 0.23  $ 0.52 
Diluted $ 0.23  $ 0.52 
Shares used in calculating earnings per share:
Basic 245.5  247.2 
Diluted 247.4  248.7 



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CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
As of
First Quarter of Year End
2024 2023
Assets
Current assets:
Cash and cash equivalents $ 255.1  $ 229.8 
Accounts receivable, net 633.0  706.6 
Inventories 230.0  235.7 
Prepaid expenses 104.1  89.8 
Other current assets 112.1  147.8 
Assets held for sale 505.8  421.2 
Total current assets 1,840.1  1,830.9 
Property and equipment, net 197.9  202.5 
Operating lease right-of-use assets 116.8  124.0 
Goodwill 5,195.7  5,350.6 
Other purchased intangible assets, net 1,168.3  1,243.5 
Deferred income tax assets 407.5  412.3 
Other non-current assets 394.9  375.5 
Total assets $ 9,321.2  $ 9,539.3 
Liabilities and Stockholders' Equity
Current liabilities:
Short-term debt $ 543.4  $ 530.4 
Accounts payable 190.9  165.3 
Accrued compensation and benefits 137.2  181.2 
Deferred revenue 720.1  663.1 
Other current liabilities 203.4  241.0 
Liabilities held for sale 40.6  48.3 
Total current liabilities 1,835.6  1,829.3 
Long-term debt 2,486.9  2,536.2 
Deferred revenue, non-current 98.5  98.3 
Deferred income tax liabilities 265.4  287.8 
Operating lease liabilities 115.4  121.9 
Other non-current liabilities 170.3  165.7 
Total liabilities 4,972.1  5,039.2 
Stockholders' equity:
Common stock 0.2  0.2 
Additional paid-in-capital 2,240.7  2,214.6 
Retained earnings 2,340.8  2,437.4 
Accumulated other comprehensive loss (232.6) (152.1)
Total stockholders' equity 4,349.1  4,500.1 
Total liabilities and stockholders' equity $ 9,321.2  $ 9,539.3 




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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
  First Quarter of
2024 2023
Cash flow from operating activities:
Net income $ 57.2  $ 128.8 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 62.9  44.5 
Deferred income taxes (13.8) (33.8)
Stock-based compensation 36.4  33.5 
Other, net (2.3) (27.8)
(Increase) decrease in assets:
Accounts receivable, net 63.9  62.1 
Inventories 8.8  (11.1)
Other current and non-current assets 8.1  (6.2)
Increase (decrease) in liabilities:
Accounts payable 26.5  (9.1)
Accrued compensation and benefits (46.3) (26.5)
Deferred revenue 60.8  19.5 
Income taxes payable (18.1) 31.6 
Other current and non-current liabilities (10.3) 3.2 
Net cash provided by operating activities 233.8  208.7 
Cash flow from investing activities:
Acquisitions of businesses, net of cash acquired —  (33.3)
Purchases of property and equipment (6.8) (6.4)
Other, net 3.3  12.0 
Net cash used in investing activities (3.5) (27.7)
Cash flow from financing activities:
Issuance of common stock, net of tax withholdings 12.0  14.0 
Repurchases of common stock (175.0) — 
Proceeds from debt and revolving credit lines 521.2  1,097.1 
Payments on debt and revolving credit lines (555.8) (523.4)
Other, net (4.6) (4.3)
Net cash (used in) provided by financing activities (202.2) 583.4 
Effect of exchange rate changes on cash and cash equivalents (5.4) 2.7 
Net decrease in cash and cash equivalents
22.7  767.1 
Cash and cash equivalents - beginning of period (1)
238.9  271.0 
Cash and cash equivalents - end of period (1)
$ 261.6  $ 1,038.1 
(1) Include $6.5 million and $9.1 million of cash and cash equivalents classified as held for sale as of March 29, 2024 and December 29, 2023.



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REPORTING SEGMENTS
(In millions)
(Unaudited)
  Reporting Segments
  AECO Field Systems T&L
FIRST QUARTER OF 2024:
Segment revenue $ 339.1  $ 419.2  $ 195.0 
Segment operating income $ 126.7  $ 98.3  $ 36.3 
Segment operating income as a % of segment revenue 37.4  % 23.4  % 18.6  %
FIRST QUARTER OF 2023:
Segment revenue $ 288.1  $ 479.9  $ 147.4 
Segment operating income $ 95.4  $ 137.4  $ 20.3 
Segment operating income as a % of segment revenue 33.1  % 28.6  % 13.8  %




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GAAP TO NON-GAAP RECONCILIATION
(Dollars in millions, except per share data)
(Unaudited)
First Quarter of
2024 2023
Dollar Amount % of Revenue Dollar Amount % of Revenue
REVENUE:
GAAP revenue: $ 953.3  $ 915.4 
GROSS MARGIN:
GAAP gross margin: $ 593.6  62.3  % $ 560.8  61.3  %
Amortization of purchased intangible assets (A) 27.8  23.0 
Acquisition / divestiture items (B) —  0.2 
Stock-based compensation / deferred compensation (C) 4.3  3.5 
Restructuring and other costs (D) 1.4  0.3 
Non-GAAP gross margin: $ 627.1  65.8  % $ 587.8  64.2  %
OPERATING EXPENSES:
GAAP operating expenses: $ 484.4  50.8  % $ 423.8  46.3  %
Amortization of purchased intangible assets (A) (26.7) (11.7)
Acquisition / divestiture items (B) (23.9) (6.8)
Stock-based compensation / deferred compensation (C) (34.5) (31.9)
Restructuring and other costs (D) (6.6) (11.7)
Non-GAAP operating expenses: $ 392.7  41.2  % $ 361.7  39.5  %
OPERATING INCOME:
GAAP operating income: $ 109.2  11.5  % $ 137.0  15.0  %
Amortization of purchased intangible assets (A) 54.5  34.7 
Acquisition / divestiture items (B) 23.9  7.0 
Stock-based compensation / deferred compensation (C) 38.8  35.4 
Restructuring and other costs (D) 8.0  12.0 
Non-GAAP operating income: $ 234.4  24.6  % $ 226.1  24.7  %
NON-OPERATING INCOME (EXPENSE), NET:
GAAP non-operating (expense) income, net: $ (36.2) $ 23.6 
Acquisition / divestiture items (B) (3.4) (31.6)
Deferred compensation (C) (2.4) (2.0)
Restructuring and other costs (D) —  1.3 
Non-GAAP non-operating expense, net: $ (42.0) $ (8.7)
GAAP and Non-GAAP Tax Rate % GAAP and Non-GAAP Tax Rate %
(G) (G)
INCOME TAX PROVISION:
GAAP income tax provision: $ 15.8  21.6  % $ 31.8  19.8  %
Non-GAAP items tax effected (E) 25.8  11.2 
Difference in GAAP and Non-GAAP tax rate (F) (8.3) (3.5)
Non-GAAP income tax provision: $ 33.3  17.3  % $ 39.5  18.2  %



First Quarter of
2024 2023
Dollar Amount % of Revenue Dollar Amount % of Revenue
NET INCOME:
GAAP net income: $ 57.2  $ 128.8 
Amortization of purchased intangible assets (A) 54.5  34.7 
Acquisition / divestiture items (B) 20.5  (24.6)
Stock-based compensation / deferred compensation (C) 36.4  33.4 
Restructuring and other costs (D) 8.0  13.3 
Non-GAAP tax adjustments (E) - (F) (17.5) (7.7)
Non-GAAP net income: $ 159.1  $ 177.9 
DILUTED NET INCOME PER SHARE:
GAAP diluted net income per share: $ 0.23  $ 0.52 
Amortization of purchased intangible assets (A) 0.22  0.14 
Acquisition / divestiture items (B) 0.08  (0.10)
Stock-based compensation / deferred compensation (C) 0.15  0.14 
Restructuring and other costs (D) 0.03  0.05 
Non-GAAP tax adjustments (E) - (F) (0.07) (0.03)
Non-GAAP diluted net income per share: $ 0.64  $ 0.72 
ADJUSTED EBITDA:
GAAP operating income: $ 109.2  11.5  % $ 137.0  15.0  %
Amortization of purchased intangible assets (A) 54.5  34.7 
Acquisition / divestiture items (B) 23.9  7.0 
Stock-based compensation / deferred compensation (C) 38.8  35.4 
Restructuring and other costs (D) 8.0  12.0 
Non-GAAP operating income: 234.4  24.6  % 226.1  24.7  %
Depreciation expense and cloud computing amortization 10.9  11.3 
Income from equity method investments, net 5.6  11.4 
Adjusted EBITDA: $ 250.9  26.3  % $ 248.8  27.2  %




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FOOTNOTES TO GAAP TO NON-GAAP RECONCILIATION

This press release includes GAAP financial measures as well as Non-GAAP financial measures, which are not meant to be considered in isolation or as a substitute for comparable GAAP. We believe these non-GAAP financial measures provide useful information to investors and others in understanding our "core operating performance", which excludes (i) the effect of non-cash items and certain variable charges not expected to recur; and (ii) transactions that are not meaningful in comparison to our past operating performance or not reflective of ongoing financial results. Lastly, we believe that our core operating performance offers a supplemental measure for period-to-period comparisons and can be used to evaluate our historical and prospective financial performance, as well as our performance relative to competitors.
The non-GAAP definitions, and explanations to the adjustments to comparable GAAP measures are included below:
Non-GAAP Definitions
Non-GAAP gross margin
We define Non-GAAP gross margin as GAAP gross margin, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs. 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 operating expenses
We define Non-GAAP operating expenses as GAAP operating expenses, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs. We believe this measure is important to investors evaluating our non-GAAP spending in relation to revenue.
Non-GAAP operating income
We define Non-GAAP operating income as GAAP operating income, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, deferred compensation, and restructuring and other costs. We believe our investors benefit by understanding our non-GAAP operating income trends, which are driven by revenue, gross margin, and spending.
Non-GAAP non-operating expense, net
We define Non-GAAP non-operating expense, net as GAAP non-operating income (expense), net, excluding acquisition/divestiture items, deferred compensation, and restructuring and other costs. We believe this measure helps investors evaluate our non-operating expense trends.
Non-GAAP income tax provision
We define Non-GAAP income tax provision as GAAP income tax provision, excluding charges and benefits such as net deferred tax impacts resulting from the non-U.S. intercompany transfer of intellectual property, tax law changes, and significant one-time reserve releases upon the statute of limitations expirations. We believe this measure helps investors because it provides for consistent treatment of excluded items in our non-GAAP presentation and a difference in the GAAP and non-GAAP tax rates.
Non-GAAP net income
We define Non-GAAP net income as GAAP net income, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, restructuring and other costs, and non-GAAP tax adjustments. 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 diluted net income per share
We define Non-GAAP diluted net income per share as GAAP diluted net income per share, excluding the effects of amortization of purchased intangible assets, acquisition/divestiture items, stock-based compensation, restructuring and other costs, and non-GAAP tax adjustments. 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.



Adjusted EBITDA
We define Adjusted EBITDA as non-GAAP operating income plus depreciation expense, cloud computing amortization, and income from equity method investments, net. Other companies may define Adjusted EBITDA differently. Adjusted EBITDA is a performance measure that we believe offers a useful view of the overall operations of our business because it facilitates operating performance comparisons by removing potential differences caused by variations unrelated to operating performance, such as capital structures (interest expense), income taxes, depreciation, and amortization of purchased intangibles and cloud computing costs.
Explanations of Non-GAAP adjustments
(A)Amortization of purchased intangible assets. Non-GAAP gross margin and operating expenses exclude the amortization of purchased intangible assets, which primarily represents technology and/or customer relationships already developed.
(B)Acquisition / divestiture items. Non-GAAP gross margin and operating expenses exclude costs consisting of external and incremental costs resulting directly from acquisitions, divestitures, and strategic investment activities such as legal, due diligence, integration, and other closing costs, including the acceleration of acquisition stock awards and adjustments to the fair value of earn-out liabilities. Non-GAAP non-operating expense, net, excludes one-time acquisition/divestiture charges, including foreign currency exchange rate gains/losses related to an acquisition, divestiture gains/losses, and strategic investment impairments. These are one-time costs that vary significantly in amount and timing and are not indicative of our core operating performance.
(C)Stock-based compensation / deferred compensation. Non-GAAP gross margin and operating expenses exclude stock-based compensation and income or expense associated with movement in our non-qualified deferred compensation plan liabilities. Changes in non-qualified deferred compensation plan assets, included in non-operating expense, net, offset the income or expense in the plan liabilities.
(D)Restructuring and other costs. Non-GAAP gross margin and operating expenses exclude restructuring and other costs comprised of termination benefits related to reductions in employee headcount and closure or exit of facilities, executive severance agreements, business exit costs, as well as a $20 million commitment to donate to the Trimble Foundation that was paid over four quarters ending in the first quarter of 2023.
(E)Non-GAAP items tax effected. This amount adjusts the provision for income taxes to reflect the effect of the non-GAAP items (A) - (D) on non-GAAP net income.
(F)Difference in GAAP and Non-GAAP tax rate. This amount represents the difference between the GAAP and non-GAAP tax rates applied to the non-GAAP operating income plus the non-GAAP non-operating expense, net. The non-GAAP tax rate excludes charges and benefits such as (i) deferred tax impacts from tax amortization relating to a non-U.S. intercompany transfer of intellectual property and R&D cost capitalization impact to global intangible low-taxed income ("GILTI"), and (ii) significant one-time reserve releases upon statute of limitations expirations.
(G)GAAP and non-GAAP tax rate percentages. 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.
OTHER KEY METRICS
Annualized Recurring Revenue
In addition to providing non-GAAP financial measures, Trimble provides an ARR performance measure in order to provide investors with a supplementary indicator of the value of the Company's current recurring revenue contracts. ARR represents the estimated annualized value of recurring revenue. ARR is calculated by taking our subscription and maintenance and support for the current quarter and adding the portion of the contract value of all our term licenses attributable to the current quarter, then dividing that sum by the number of days in the quarter and then multiplying that quotient by 365. ARR should be viewed independently of revenue and deferred revenue as it is a performance measure and is not intended to be combined with or to replace either of those items.
Organic Annualized Recurring Revenue
Organic annualized recurring revenue refers to annualized recurring revenue excluding the impacts of (i) foreign currency translation, and (ii) acquisitions and divestitures.
Organic Revenue
Organic revenue refers to revenue excluding the impacts of (i) foreign currency translation, and (ii) acquisitions and divestitures.