text:
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 29, 2018
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
(State or other jurisdiction of
incorporation or organization)
935 Stewart Drive, Sunnyvale, CA 94085
(Address of principal executive offices) (Zip Code)
Telephone Number (408) 481-8000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
Accelerated Filer
Non-accelerated Filer
¨ (Do not check if a smaller reporting company)
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 August 1, 2018, there were 249,956,293 shares of Common Stock, par value $0.001 per share, outstanding.
FORM 10-Q for the Quarter Ended June 29, 2018
Financial Statements (Unaudited):
Condensed Consolidated Statements of Income
Condensed Consolidated Statements of Comprehensive Income
Notes to Condensed Consolidated Financial Statements
PART II.
Mine Safety Disclosures
PART I – FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Second Quarter of
Fiscal Year End
*As Adjusted
(In millions, except par value)
Other purchased intangible assets, net
Deferred costs, non-current
Accrued compensation and benefits
Accrued warranty expense
Non-current deferred revenue
Deferred income tax liabilities
Income taxes payable
Other non-current liabilities
Commitments and contingencies (Note 15)
Preferred stock, $0.001 par value; 3.0 shares authorized; none issued and outstanding
Common stock, $0.001 par value; 360.0 shares authorized; 249.9 and 248.9 shares issued and outstanding as of the end of the second quarter of fiscal 2018 and fiscal year end 2017, respectively
Additional paid-in-capital
Accumulated other comprehensive loss
Total Trimble Inc. stockholders' equity
Noncontrolling interests
* See Note 2 for a summary of adjustments
See accompanying Notes to the Condensed Consolidated Financial Statements.
First Two Quarters of
(In millions, except per share amounts)
Amortization of purchased intangible assets
Operating expense:
Restructuring charges
Non-operating income (expense), net:
Foreign currency transaction gain (loss), net
Income from equity method investments, net
Total non-operating income (expense), net
Income before taxes
Net gain attributable to noncontrolling interests
Net income attributable to Trimble Inc.
Basic earnings per share
Shares used in calculating basic earnings per share
Shares used in calculating diluted earnings per share
Foreign currency translation adjustments, net of tax
Net unrealized gain (loss) on short-term investments
Net unrealized actuarial gain (loss), net of tax
Comprehensive gain attributable to noncontrolling interests
Comprehensive income attributable to Trimble Inc.
Cash flow from operating activities:
Depreciation expense
Amortization expense
Income from equity method investments
Other non-cash items
Decrease (increase) in assets:
Other current and non-current assets
Increase (decrease) in liabilities:
Cash flow from investing activities:
Acquisitions of businesses, net of cash acquired
Acquisitions of property and equipment
Purchases of short-term investments
Proceeds from maturities of short-term investments
Proceeds from sales of short-term investments
Cash flow from financing activities:
Issuance of common stock, net of tax withholdings
Repurchases of common stock
Proceeds from debt and revolving credit lines
Payments on debt and revolving credit lines
(1,157.1
Net cash provided by financing activities
Cash and cash equivalents - beginning of period
Cash and cash equivalents - end of period
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
NOTE 1. OVERVIEW AND BASIS OF PRESENTATION
Company and Background
The Company 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. ("Trimble" or the "Company") and changed its state of incorporation from the State of California to the State of Delaware. Other than the change in corporate domicile, the reincorporation did not result in any change in the business, physical location, management, assets, liabilities or total stockholders' equity of the Company, nor did it result in any change in location of the Company's employees, including the Company's management.
The Company has a 52-53 week fiscal year, ending on the Friday nearest to December 31, which for fiscal 2017 was December 29, 2017. The second quarter of fiscal 2018 and 2017 ended on June 29, 2018 and June 30, 2017, respectively. Both fiscal 2018 and 2017 are 52-week years. Unless otherwise stated, all dates refer to the Company's fiscal year and fiscal periods.
The Condensed Consolidated Financial Statements include the results of the Company and its consolidated subsidiaries. Inter-company accounts and transactions have been eliminated. Noncontrolling interests represent the noncontrolling stockholders' proportionate share of the net assets and results of operations of the Company's consolidated subsidiaries.
The unaudited interim Condensed Consolidated Financial Statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, the unaudited interim Condensed Consolidated Financial Statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for the full year. The information included in this Form 10-Q should be read in conjunction with information included in Trimble's Form 10-K filed with the U.S. Securities and Exchange Commission on February 27, 2018.
Effective the first quarter of fiscal 2018, the Company adopted the new revenue recognition standard, Revenue from Contracts with Customers, and several other new standards as discussed in Note 2. All amounts and disclosures set forth in this Form 10-Q have been updated to comply with the new standards. Certain prior period amounts reported in the Company's Condensed Consolidated Financial Statements and notes thereto have been reclassified to conform to the current presentation.
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in its Condensed Consolidated Financial Statements and accompanying notes. Estimates and assumptions are used for revenue recognition, including determining the nature and timing of satisfaction of performance obligations and determining standalone selling price of performance obligations, allowances for doubtful accounts, sales returns reserve, allowances for inventory valuation, warranty costs, investments, goodwill impairment, intangibles impairment, purchased intangibles, useful lives for tangible and intangible assets, stock-based compensation and income taxes among others. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Actual results and outcomes may differ from management's estimates and assumptions.
NOTE 2. UPDATES TO SIGNIFICANT ACCOUNTING POLICIES
Summary of Significant Accounting Policies
There have been no material changes to the Company's significant accounting polices during the first two quarters of fiscal 2018 from those disclosed in the Company's most recent Form 10-K, except for significant changes to our accounting policies as a result of adopting the new revenue recognition standard as discussed below:
Significant Judgments
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those products or services. Revenue is generally recognized net of allowance for returns and any taxes collected from customers. The Company enters 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. The Company uses a range of amounts to estimate SSP when products and services are sold separately and determines whether there is a discount to be allocated based on the relative SSP of the various products and services. In instances where SSP is not directly observable, the Company determines SSP using information that may include market conditions and other observable inputs.
Nature of Goods and Services
The Company generates revenue primarily from products, services and subscriptions; each of which is a distinct performance obligation. Product revenue includes hardware and software. Services including post contract services, extended warranty and subscriptions are performance obligations generally recognized over time. Descriptions are as follows:
Revenue for hardware is recognized when the control of the product transfers to the customer, which is generally when the product is shipped. The Company elected to recognize shipping fees reimbursed by the customer as revenue and the cost for shipping as an expense in Cost of sales when control over products has transferred to the customer.
Revenue for perpetual and term licenses is recognized upon delivery and commencement of license term. In general, the Company's contracts do not provide for customer specific acceptances.
A small amount of revenue is derived from the licensing of software to OEM customers. Royalty revenue is recognized as and when the sales or usage occurs, which generally is at the time the OEM ships products incorporating the Company's software.
Professional services include installation, training, configuration, project management, system integrations, customization, data migration/conversion and other implementation services. The majority of professional services are not complex, can be provided by other vendors, are readily available and billed on a time-and-material basis. Revenue for distinct professional services is recognized over time, based on work performed.
In some contracts, products and professional services may be combined into a single performance obligation. This generally arises when products or subscriptions are sold with significant customization, modification, or integration services. Revenue for the combined performance is recognized over time as the work progresses because of the continuous transfer of control to the customer. When the Company is unable to reasonably estimate the total costs for the performance obligation, but expects to recover the costs incurred, revenue is recognized to the extent of the costs incurred (zero margin) until such time the Company can reasonably measure the expected costs.
Extended warranty entitles the customer to receive replacement parts and repair services. Extended warranty is separately priced and is recognized on a straight-line basis over the extended service period which begins after the standard warranty period, ranging from one to two years depending on the product line.
Post contract support entitles the customer to receive software product upgrades and enhancements on a when and if available basis and technical support. Post contract support is recognized on a straight-line basis commencing upon product delivery over the post contract support term, which ranges from one to three years, with one year term being most common.
The Company's software as a service ("SaaS") performance obligations may be sold with devices used to collect, generate and transmit data. SaaS is distinct from the related devices. In addition, the Company may host the software which the customer has separately licensed. Hosting services are distinct from the underlying software.
Subscription terms range from month-to-month to five years. Subscription revenue is recognized monthly over the service duration, commencing from activation.
See Note 6 - Segment Information for disaggregation of revenue by geography.
Accounts receivable, net, includes billed and unbilled amounts due from customers. Unbilled receivables include revenue recognized that exceed the amount billed to customer, provided the billing is not contingent upon future performance and the company has the unconditional right to future payment with only the passage of time required. Both billed and unbilled amounts due are stated at their net estimated realizable value.
The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. Each reporting period, the Company evaluates the collectibility of its trade accounts receivable based on a number of factors such as age of the accounts receivable balances, credit quality, historical experience and current economic conditions that
may affect a customer's ability to pay. The allowance for doubtful accounts was $4.2 million and $3.6 million at the end of the second quarter of fiscal 2018 and end of fiscal 2017, respectively.
Deferred Costs to Obtain Customer Contracts
Our incremental cost of obtaining contracts, which consists of sales commissions related to customer contracts that include maintenance or subscriptions revenue, are deferred if the contractual term is greater than a year or if renewals are expected and the renewal commission is not commensurate with the initial commission. These commission costs are deferred and amortized on a straight-line basis over a benefit period, either the contract term or the shorter of customer or product life, which is generally between three to seven years. The Company has elected the practical expedient to exclude contracts with an amortization period of a year or less from this deferral requirement.
See Note 10 - Deferred Costs to Obtain Customer Contracts for further information.
Remaining Performance Obligations
Remaining performance obligations represents contracted revenue for which goods or services have not been delivered. The contracted revenue, that will be recognized in future periods, includes both invoiced amounts in deferred revenue as well as amounts that are not yet invoiced.
See Note 12 - Deferred Revenue and Remaining Performance Obligations for further information.
Recently Adopted Accounting Pronouncements
Financial Instruments - Overall
In January 2016, the FASB issued new guidance that will require entities to measure equity investments currently accounted for under the cost method at fair value and recognize any changes in fair value in net income. For equity investments without readily determinable fair values, an entity may elect an alternative measurement method at cost minus impairment, if any, plus or minus any adjustments from observable market transactions. The Company adopted the guidance in the first quarter of fiscal 2018 on a prospective basis for equity investments without readily determinable fair values by electing the alternative measurement method. The Company's equity investments are immaterial on its consolidated balance sheets; therefore, adoption of this guidance does not have a material impact.
Statement of Cash Flows
In August 2016, the FASB issued new guidance related to statement of cash flows. This guidance amended the existing accounting standards for the statement of cash flows and provided guidance on certain classification issues related to the statement of cash flows. The Company adopted the amendments retrospectively to all periods presented in the first quarter of fiscal 2018. The impact of adoption on the Company's statements of cash flows is presented along with adoption of Revenue from Contracts with Customers.
Accounting for Income Taxes - Intra-Entity Asset Transfers
In October 2016, the FASB issued new guidance related to income taxes. This standard requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The Company adopted the guidance beginning in the first quarter of fiscal 2018. The adoption did not have a material impact on the Company's Condensed Consolidated Financial Statements.
Other Income – Gains and Losses from the Derecognition of Non-financial Assets and Definition of a Business
In February 2017, the FASB issued new guidance clarifying the scope and application of existing guidance related to the sale or transfer of non-financial assets to non-customers, including partial sales. In January 2017, the FASB issued amendments to the definition of a business for companies that sell or acquire businesses. The Company adopted both of these amendments beginning in the first quarter of fiscal 2018. The adoption did not have a material impact on the Company's Condensed Consolidated Financial Statements.
Compensation - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
In March 2017, the FASB issued new guidance to improve the presentation for components of defined benefit pension cost, which requires employers to report the service cost component of net periodic pension cost in the same line item as other compensation expense arising from services rendered during the period. The standard also requires the other components of net periodic cost be presented in the income statement separately from the service cost component and outside of a subtotal of income from operations. The Company adopted the guidance retrospectively to all periods presented beginning in the first quarter of fiscal 2018. The
Company has defined benefit pension plans that are immaterial for its Condensed Consolidated Financial Statements; therefore, adoption of this guidance did not have a material impact.
Revenue from Contracts with Customers
In May 2014, the FASB issued a comprehensive new revenue recognition standard that replaces the prior revenue recognition guidance under U.S. GAAP. The new standard requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
The Company adopted the requirements of the new standard starting the first quarter of fiscal 2018, utilizing the full retrospective method of transition. Adoption of the new standard resulted in changes to the Company's accounting policies for revenue recognition and accounts receivable, net and deferred costs to obtain customer contracts as described in Note 2 above. The Company applied the new standard using a practical expedient where the remaining performance obligations and an explanation of when it expects to recognize that amount as revenue for all reporting periods presented before the date of the initial application is not disclosed. In addition, the Company did not restate revenue for contracts that begin and end in the same fiscal year.
The impact of adopting the new standard on the Consolidated Statements of Income for fiscal 2017 and 2016 is not material. The majority of revenue, which is related to hardware, software perpetual licenses, SaaS and other service and support offerings, remains substantially unchanged. The primary revenue impacts related to the new standard are earlier recognition of software term licenses, certain professional service contracts and non-standard terms and conditions. Previously, the Company expensed the majority of its commission expense as incurred. Under the new standard, the Company capitalizes and amortizes incremental commission costs to obtain the contract over a benefit period. The Company has elected a practical expedient to exclude contracts with a benefit period of a year or less from this deferral requirement for both retrospective and future financial statement periods.
The impact of adoption of the new standard on the Consolidated Balance Sheets for fiscal 2017 and 2016 is material with the primary impacts due to a reduction in deferred revenue for revenue streams that are recognized sooner under the new standard and capitalization of incremental costs to obtain customer contracts.
Adoption of the new standard had no impact to cash provided by or used in operating, financing, or investing activities on the Statements of Cash Flows for fiscal 2017 and 2016, although cash provided from operating activities had offsetting adjustments within accounts.
Impacts to Previously Reported Results
Adoption of the standard using the full retrospective method required the Company to restate certain previously reported results primarily related to revenue and cost of sales, accounts receivable, net, deferred costs to obtain customer contracts and deferred income taxes as shown in the Company's previously reported results below.
Adoption of Revenue from Contracts with Customers standards and the new Statement of Cash Flows impacted Company's previously reported results as follows:
Second Quarter of Fiscal 2017
First Two Quarters of Fiscal 2017
As Previously Reported
Adjustments a
Fiscal Year End 2017
Current and non-current deferred revenue
Stockholders' equity
a. Adjusted to reflect the adoption of Revenue from Contracts with Customers
Adjustments b
b. Adjusted to reflect the adoption of Statement of Cash Flows
Recently issued Accounting Pronouncements not yet adopted
In February 2016, the FASB issued new guidance that requires a lessee to recognize lease assets and lease liabilities on the balance sheet for most leases and provide enhanced disclosures. This new guidance is effective beginning in fiscal 2019 with early adoption permitted.
In July 2018, the FASB issued additional guidance for companies to elect transition using either (1) a modified retrospective approach for leases that exist upon adoption and in the comparative periods presented, or (2) an optional approach to initially apply the new lease guidance upon the adoption date, without adjusting the comparative periods presented. The Company plans to elect the optional transition approach and will adopt the standard beginning in fiscal 2019. Currently, the Company is evaluating its leases to determine the overall accounting impacts, including whether to elect the available practical expedients, and the necessary system requirements to provide the new accounting and reporting for leases. The Company anticipates that the standard will have a material effect on its consolidated balance sheets, with the most significant impact related to the accounting for real estate lease assets and liabilities.
Financial Instruments - Credit Losses
In June 2016, the FASB issued new guidance that requires credit losses on financial assets measured at amortized cost basis to be presented based on the net amount expected to be collected, not based on incurred losses. Further, credit losses on available-for-sale debt securities should be recorded through an allowance for credit losses limited to the amount by which fair value is below amortized cost. The new standard is effective for the Company beginning in fiscal 2020. Early adoption for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 is permitted. The Company is currently evaluating the effect of the updated standard on its Condensed Consolidated Financial Statements.
Intangibles - Goodwill and Other
In January 2017, the FASB issued new guidance that simplifies the accounting for goodwill impairment by requiring impairment charges to be based on the first step in the current two-step impairment test. The impairment test is performed by comparing the fair value of a reporting unit with its carrying amount and an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value. The new standard is to be applied on a prospective basis and is effective for the Company beginning in fiscal 2020 and early adoption is permitted. The Company currently anticipates that the adoption will not have a material impact on its Condensed Consolidated Financial Statements.
Stock Repurchase Activities
In November 2017, the Company's Board of Directors approved a stock repurchase program ("2017 Stock Repurchase Program"), authorizing the Company to repurchase up to $600.0 million of Trimble's common stock.
Under the share repurchase program, the Company may repurchase shares from time to time in open market transactions, privately negotiated transactions, accelerated share buyback programs, tender offers, or by other means. The timing and amount of repurchase transactions will be determined by the Company's 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 prior notice.
During the first quarter of fiscal 2018, the Company repurchased approximately 1.3 million shares of common stock in open market purchases, at an average price of $39.43 per share, for a total of $50.0 million under the 2017 Stock Repurchase Program. The Company temporarily suspended its stock repurchase program in April 2018. There were no shares repurchased during the second quarter of fiscal 2018.
Stock repurchases are reflected as a decrease to common stock based on par value and additional-paid-in-capital based on the average book value per share for all outstanding shares calculated at the time of each individual repurchase transaction. The excess of the purchase price over this average for each repurchase is charged to retained earnings. As a result of the repurchases, retained earnings was reduced by $42.5 million in the first quarter of fiscal 2018. Common stock repurchases under the program were recorded based upon the trade date for accounting purposes. At the end of the second quarter of fiscal 2018, the 2017 Stock Repurchase Program had remaining authorized funds of $392.2 million.
Stock compensation expense is recognized based on the fair value of the portion of share-based payment awards that is expected to vest during the period and is net of estimated forfeitures.
The following table summarizes stock-based compensation expense for the second quarter and first two quarters of fiscal 2018 and 2017:
NOTE 4. BUSINESS COMBINATIONS
During the first two quarters of fiscal 2018, the Company acquired four businesses, with total cash consideration of $543.1 million, including the acquisition of e-Builder, Inc. ("e-Builder") in an all cash transaction valued at $485.2 million. The Condensed Consolidated Statements of Income include the operating results of the businesses from the dates of acquisition. The acquisitions were not significant individually or in the aggregate. In the aggregate, the businesses acquired during the first two quarters of fiscal 2018 contributed less than two percent to the Company's total revenue during the first two quarters of fiscal 2018. On July 2, 2018, subsequent to the second quarter, the Company completed the acquisition of Waterfall Holdings, Inc., the holding company of Viewpoint, Inc., ("Viewpoint"), in an all-cash transaction valued at $1.2 billion.
The Company determined the total consideration paid for each of its acquisitions as well as the fair value of the assets acquired and liabilities assumed as of the date of acquisition. The fair value of liabilities assumed includes deferred revenue which is written down to the cost, plus a reasonable profit margin, to fulfill customer contractual obligations. For certain acquisitions completed in the last two quarters of fiscal 2017 and the first two quarters of fiscal 2018, the fair value of the assets acquired and liabilities assumed are preliminary and may be adjusted as the Company obtains additional information, primarily related to adjustments for the true up of acquired net working capital in accordance with certain purchase agreements, and estimated values of certain net tangible assets and liabilities including tax balances, pending the completion of final studies and analyses. If there are adjustments made for these items, the fair value of intangible assets and goodwill could be impacted. Thus, the provisional measurements of fair value are subject to change. Such changes could be significant. The Company expects to finalize the valuation of the net tangible and intangible assets as soon as practicable, but not later than one-year from the acquisition date.
The fair value of identifiable assets acquired and liabilities assumed were determined under the acquisition method of accounting for business combinations. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair value of intangible assets acquired is generally determined based on a discounted cash flow analysis. Acquisition costs directly related to all acquisitions, including the changes in the fair value of the contingent consideration liabilities, a net expense of $8.1 million and $24.1 million for the second quarter and the first two quarters of fiscal 2018, respectively, and $4.3 million and $6.4 million for the second quarter and the first two quarters of fiscal 2017, respectively, were expensed as incurred.
The following table summarizes the Company's business combinations completed during the first two quarters of fiscal 2018 including e-Builder (the acquisition of which is described below) but excluding Viewpoint, which occurred subsequent to quarter end:
Fair value of total purchase consideration
Less fair value of net assets acquired:
Net tangible assets acquired
Identifiable intangible assets
The following table presents details of the Company's total intangible assets:
Net Carrying
Developed product technology
Distribution rights and other intellectual property
The estimated future amortization expense of purchased intangible assets as of the end of the second quarter of fiscal 2018 was as follows:
2018 (Remaining)
Thereafter
The changes in the carrying amount of goodwill by segment for the first two quarters of fiscal 2018 were as follows:
Buildings and Infrastructure
Resources and Utilities
Balance as of fiscal year end 2017
Additions due to acquisitions
Purchase price adjustments- prior years' acquisitions
Foreign currency translation adjustments
Divestiture (1)
Balance as of the end of the second quarter of fiscal 2018
(1) In the first quarter of 2018, the Company sold its Geoline business, which was part of the Geospatial segment.
e-Builder, Inc.
On February 2, 2018, the Company completed the acquisition of e-Builder. e-Builder is a SaaS-based construction program management solution for capital program owners and program management firms that is expected to extend the Company's ability to accelerate industry transformation by providing an integrated project delivery solution for owners, program managers and contractors across the design, construct and operate lifecycle. Trimble acquired all of the issued and outstanding shares of common stock of e-Builder for a total purchase price of $485.2 million, subject to certain adjustments described in the purchase agreement. The Company incurred approximately $18.6 million in acquisition-related costs primarily comprising compensation costs incurred post-closing associated with options which were accelerated in connection with the acquisition transaction, which were expensed as incurred and included in Cost of Sales - Service, Research and development, Sales and marketing and General and administrative expense. e-Builder's results of operations since February 2, 2018 have been included in the Company's Condensed Consolidated Statements of Income for the first two quarters of fiscal 2018. e-Builder's performance is reported under the Buildings and Infrastructure segment.
The acquisition was funded through the use of approximately $200.0 million of the Company's existing cash, with the remainder funded through the Company's credit facilities.
The following table summarizes the consideration transferred to acquire e-Builder, the assets acquired and liabilities assumed and the estimated useful lives of the identifiable intangible assets as of the date of the acquisition:
Total purchase consideration
Intangible assets acquired:
Estimated Useful Life
Deferred tax liability
Less fair value of all assets/liabilities acquired
Details of the net assets acquired are as follows:
As of February 2, 2018
Deferred revenue liability
Goodwill represents the excess of the fair value of consideration paid over the fair value of the underlying net tangible and intangible assets acquired. Goodwill consisted of e-Builder's highly skilled and valuable assembled workforce, a proven ability to generate new products and services to drive future revenue and a premium paid by the Company for synergies unique to its business. The Company recorded $392.9 million of goodwill from this acquisition. None of the goodwill recognized is expected to be deductible for income tax purposes.
During the second quarter and the first two quarters of fiscal 2018, e-Builder contributed $10.6 million and $15.6 million of revenue, respectively and recorded less than $0.1 million of operating income and $1.5 million of operating loss, respectively, within the business segment. The following table presents pro forma results of operations of the Company and e-Builder, as if the companies had been combined as of the beginning of the earliest period presented. The unaudited pro forma results of operations are not necessarily indicative of results that would have occurred had the acquisition taken place on the first day of fiscal 2017, or of future results. Included in the pro forma results are fair value adjustments based on the fair values of assets acquired and liabilities assumed as of the acquisition date of February 2, 2018. For the second quarter and first two quarters of fiscal 2018 and 2017, the pro-forma results include amortization of intangible assets related to the acquisition, impacts from adoption of Revenue from Contracts with Customers, interest expense for debt used to purchase e-Builder and income tax effects. The pro forma information for the second quarter and first two quarters of fiscal 2018 and 2017 is as follows:
Fiscal Period
Inventories consisted of the following:
Work-in-process
Finished goods includes $8.5 million and $8.7 million at the end of the second quarter of fiscal 2018 and fiscal year end 2017 for costs of sales that have been deferred in connection with deferred revenue arrangements.
NOTE 6. SEGMENT INFORMATION
Operating segments are defined as components of an enterprise that engage in business activities for which separate financial information is available and evaluated by the Company's Chief Executive Officer (our chief operating decision maker or "CODM") in deciding how to allocate resources and assess performance. The CODM evaluates each segment's performance and allocates resources based on segment operating income before income taxes and corporate allocations. The Company and each of its segments employ consistent accounting policies. In each of its segments, the Company sells many individual products. For this reason it is impracticable to segregate and identify revenue for each of the individual products or group of products. Stock-based compensation is shown in the aggregate within unallocated corporate expense and is not reflected in the segment results, which is consistent with the way the CODM evaluates each segment's performance and allocates resources.
The Company's reportable segments are described below:
Buildings and Infrastructure: This segment primarily serves customers working in architecture, engineering, construction and operations and maintenance.
Geospatial: This segment primarily serves customers working in surveying, engineering, government and land management.
Resources and Utilities: This segment primarily serves customers working in agriculture, forestry and utilities.
Transportation: This segment primarily serves customers working in long haul trucking, field service management, rail and military aviation.
The following tables present revenue, operating income, depreciation expense and identifiable assets for the four reportable segments. Operating income is revenue less cost of sales and operating expense, excluding unallocated corporate expenses, restructuring charges, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up and acquisition and divestiture items. The identifiable assets that the CODM views by segment are accounts receivable, inventories and goodwill.
Reporting Segments
Revenue (*As Adjusted)
Operating income (*As Adjusted)
As of the Second Quarter of Fiscal 2018
As of Fiscal Year End 2017
Accounts receivable, net (*As Adjusted)
Inventories (*As Adjusted)
A reconciliation of the Company's consolidated segment operating income to consolidated income before income taxes is as follows:
Consolidated segment operating income
Unallocated corporate expense
Amortization of acquisition-related inventory step-up
Acquisition and divestiture items
Consolidated income before taxes
The disaggregation of revenue by geography is summarized in the tables below. Revenue is defined as revenue from external customers is attributed to countries based on the location of the customer.
Total consolidated revenue
Second Quarter of Fiscal 2017 (*As Adjusted)
First Two Quarters of Fiscal 2017 (*As Adjusted)
* Adjusted to reflect adoption of the new revenue recognition standard, Revenue from Contracts with Customers. For further information, see Note 2.
NOTE 7. DEBT
Debt consisted of the following:
Date of Issuance
Senior Notes:
2023 Senior Notes, 4.15%, due June 2023
2024 Senior Notes, 4.75%, due December 2024
Credit Facilities:
2014 Credit Facility, floating rate, retired
2018 Credit Facility, floating rate:
Term Loan, due May 2021
Revolving Credit Facility, due May 2023
Uncommitted facilities, floating rate
Promissory notes and other debt
Unamortized discount and issuance costs
Less: Short-term debt
Each of the Company's debt agreements requires it to maintain compliance with certain debt covenants, all of which the Company was in compliance with at the end of the second quarter of fiscal 2018.
Debt Maturities
At the end of the second quarter of fiscal 2018, the Company's debt maturities based on outstanding principal were as follows (in millions):
Year Payable
2023 Senior Notes
In June 2018, the Company issued an aggregate principal amount of $300.0 million in senior notes (the "2023 Senior Notes") that will mature in June 2023 and bear interest at a fixed rate of 4.15 percent per annum. The interest is payable semi-annually in June and December of each year, commencing in December 2018. The interest rate is subject to adjustment from time to time if Moody's or S&P (or, if applicable, a substitute rating agency) downgrades (or subsequently upgrades) its rating assigned to the 2023 Senior Notes, as set of forth in the applicable indenture. The 2023 Senior Notes were sold at 99.964 percent of the aggregate principal
amount. The Company incurred issuance costs of $0.9 million in connection with the 2023 Senior Notes that, along with the debt discount upon issuance, are being amortized to interest expense over the term of the 2023 Senior Notes. The 2023 Senior Notes are unsecured and rank equally in right of payment with all of the Company's other senior unsecured indebtedness.
In June 2018, the Company issued an aggregate principal amount of $600.0 million in senior notes (the "2028 Senior Notes") that will mature in June 2028 and bear interest at a fixed rate of 4.90 percent per annum. The interest is payable semi-annually in June and December of each year, commencing in December 2018. The interest rate is subject to adjustment from time to time if Moody's or S&P (or, if applicable, a substitute rating agency) downgrades (or subsequently upgrades) its rating assigned to the 2028 Senior Notes, as set of forth in the applicable indenture. The 2028 Senior Notes were sold at 99.867 percent of the aggregate principal amount. The Company incurred issuance costs of $1.8 million in connection with the 2028 Senior Notes that, along with the debt discount upon issuance, are being amortized to interest expense over the term of the 2028 Senior Notes. The 2028 Senior Notes are unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness. In June 2018, the Company used a portion of the proceeds to pay down and terminate the $300.0 million amount outstanding under the Revolving Credit Agreement (the "2018 Interim Credit Facility"), dated as of February 2, 2018.
In November 2014, the Company issued an aggregate principal amount of $400.0 million in senior notes (the "2024 Senior Notes") that will mature in December 2024 and bear interest at a fixed rate of 4.75 percent per annum. The interest is payable semi-annually in December and June of each year. The Company incurred issuance costs of $3.0 million in connection with the 2024 Senior Notes that, along with the debt discount upon issuance, are being amortized to interest expense over the term of the senior notes. The 2024 Senior Notes are unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness.
The 2023 Senior Notes, the 2028 Senior Notes and the 2024 Senior Notes are collectively referred to herein as the "Senior Notes." The Company may redeem the notes of each series of Senior Notes at its option in whole or in part at any time, in accordance with the terms and conditions set forth in the indenture governing such series. Such indenture also contains covenants limiting the Company's ability to create certain liens, enter into sale and lease-back transactions, and consolidate or merge with or into, or convey, transfer or lease all or substantially all of the Company's properties and assets, each subject to certain exceptions.
The Senior Notes are classified as long-term debt in the Consolidated Balance Sheets.
Bridge Facility:
On April 23, 2018, the Company entered into a bridge loan commitment letter with a group of lenders (the "Bridge Commitment Letter") in connection with the acquisition of Viewpoint. Under the Bridge Commitment Letter, the lenders committed to provide a 364-day senior unsecured bridge term loan credit facility in an aggregate principal amount of up to $1.2 billion and, in the case of one lender, a $1.0 billion backstop revolving credit facility (collectively, the "Bridge Facility").
Under the terms of the commitment letter, the Bridge Facility was reduced to $700.0 million in May 2018 upon entering into the 2018 Credit Facility (as defined below) and terminated in June 2018 upon the issuance of the 2023 Senior Notes and the 2028 Senior Notes. For the second quarter of fiscal 2018, the Company incurred costs in connection with the Bridge Facility of $5.8 million that were recorded to Interest expense, net.
2018 Credit Facility
In May 2018, the Company entered into a new credit agreement, (the "2018 Credit Facility"), with JPMorgan Chase Bank, N.A. and certain other institutional lenders that provides for unsecured credit facilities in the aggregate principal amount of $1.75 billion, comprised of a five-year revolving loan facility of $1.25 billion (the "Revolving Credit Facility") and a delayed draw three-year term loan facility of $500.0 million (the "Term Loan"). Subject to the terms of the 2018 Credit Facility, the Company may request an additional loan facility up to $500.0 million. The proceeds of the borrowings under the Revolving Credit Facility, together with cash on hand, were used to pay in full the outstanding amounts under and to terminate the Company's prior revolving credit facility dated November 2014. The net proceeds of the Senior Notes offering in June 2018 were used to temporarily pay down the outstanding borrowings under the Revolving Credit Facility and the Uncommitted Facilities. At the end of second quarter of fiscal 2018, no amounts were outstanding under the 2018 Credit Facility. The Term Loan may be borrowed only in connection with the closing of the acquisition of Viewpoint, which occurred in July 2018. The Company may use the proceeds of future borrowings under the Revolving Credit Facility for refinancing other indebtedness, working capital, capital expenditures and other general corporate purposes, including permitted acquisitions. The Company recognized $4.8 million of debt issuance costs
associated with the 2018 Credit Facility that, along with prior unamortized costs, are being amortized to interest expense over the term of the 2018 Credit Facility.
The Company may borrow funds under the 2018 Credit Facility in U.S. Dollars in the case of the Term Loan and U.S. Dollars, Euros or in certain other agreed currencies in the case of the Revolving Credit Facility. Borrowings will bear interest, at the Company's option, at either: (a) the alternate base rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the prime rate then in effect, (ii) the federal funds rate then in effect, plus 0.50% per annum, and (iii) an adjusted LIBOR rate determined on the basis of a one-month interest period, plus 1.00%, in each case, plus a margin of between 0.00% and 0.875%; (b) an adjusted LIBOR rate (based on one, two, three or six-month interest periods), plus a margin of between 1.00% and 1.875%; or (c) an adjusted EURIBOR rate (based on one, two, three or six-month interest periods), plus a margin of between 1.00% and 1.875%. The applicable margin in each case is determined based on either the Company's credit rating at such time or the Company's leverage ratio as of its most recently ended fiscal quarter, whichever results in more favorable pricing to the Company. Interest is payable quarterly in arrears with respect to borrowings bearing interest at the alternate base rate, or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at LIBOR rate or EURIBOR rate.
The 2018 Credit Facility contains various customary representations and warranties by the Company, which include customary use of materiality, material adverse effect and knowledge qualifiers. The 2018 Credit Facility also contains customary affirmative and negative covenants including, among other requirements, negative covenants that restrict the Company's and its subsidiaries' ability to create liens and enter into sale and leaseback transactions and that restrict its subsidiaries' ability to incur indebtedness. Further, the 2018 Credit Facility contains financial covenants that require the maintenance of minimum interest coverage and maximum leverage ratios. Specifically, the Company must maintain as of the end of each fiscal quarter a ratio of (a) EBITDA (as defined in the 2018 Credit Facility) to (b) interest expense for the most recently ended period of four fiscal quarters (adjusted for proforma effects of Viewpoint acquisition) of not less than 3.50 to 1.00. The Company must also maintain a Leverage Ratio (as defined in the 2018 Credit Facility) of not greater than 3.50:1.00; provided that (i) after the closing of the Viewpoint acquisition has occurred, the maximum Leverage Ratio permitted at the end of the fiscal quarter during which such closing shall have occurred and at the end of each of the three fiscal quarters immediately following such fiscal quarter shall be 4.25:1.00 and the maximum Leverage Ratio permitted at the end of each of the next two fiscal quarters immediately following thereafter shall be 3.75:1.00, and (ii) in the event the Company or any subsidiary shall complete any Material Acquisition (as defined in the 2018 Credit Facility) (other than the Viewpoint acquisition) in which the cash consideration paid by it exceeds $100.0 million, the Company may, by a notice delivered to the administrative agent (which shall furnish a copy thereof to each Lender), increase to 3.75:1.00 the maximum Leverage Ratio permitted at the end of the fiscal quarter during which such Material Acquisition shall have occurred and each of the three immediately following fiscal quarters (but not for any subsequent fiscal quarter).
The 2018 Credit Facility contains events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments and events constituting a change of control. If any principal is not paid when due, interest on such amount will accrue at an increased rate. Upon the occurrence and during the continuance of an event of default, the lenders may accelerate the Company's obligations under the 2018 Credit Facility; however, that acceleration will be automatic in the case of bankruptcy and insolvency events of default involving the Company.
Uncommitted Facilities
The Company has two $75.0 million revolving credit facilities which are uncommitted (the "Uncommitted Facilities"). No amounts were outstanding at the end of the second quarter of fiscal 2018 under the Uncommitted Facilities. The $128.0 million outstanding at the end of fiscal 2017 under the Uncommitted Facilities are classified as short-term debt in the Condensed Consolidated Balance Sheet. The weighted average interest rate on the Uncommitted Facilities was 2.24% at the end of fiscal 2017 and is payable on a monthly basis.
At the end of the second quarter of fiscal 2018 and the year end of fiscal 2017, the Company had promissory notes and other notes payable totaling approximately $1.3 million and $1.2 million, respectively, of which $0.9 million and $0.8 million, respectively, was classified as long-term in the Condensed Consolidated Balance Sheet.
NOTE 8. CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The Company sold its available-for-sale securities to fund its acquisitions during the first quarter of fiscal 2018. The following table summarizes the Company's available-for-sale securities at the end of fiscal 2017.
At the end of Fiscal 2017
Available-for-sale securities:
U.S. Treasury securities
Corporate debt securities
Total available-for-sale securities
Reported as:
The gross realized gains or losses on the Company's available-for-sale investments for the first two quarters of fiscal 2018 and 2017 were not significant. The gross unrealized losses on the Company's available-for-sale investments at the end of the second quarter of fiscal 2018 and 2017 were de minimis.
The Company determines fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters. Where observable prices or inputs are not available, valuation models are applied. Hierarchical levels, defined by the guidance on fair value measurements, are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities and are as follows:
Level I—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities.
Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level III—Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
Fair Value on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations.
Fair Values as of the end of the Second Quarter of Fiscal 2018
Fair Values as of Fiscal Year End 2017
U.S. Treasury securities (1)
Corporate debt securities (1)
Commercial paper (1)
Deferred compensation plan assets (2)
Derivative assets (3)
Total assets measured at fair value
Deferred compensation plan liabilities (2)
Derivative liabilities (3)
Contingent consideration liabilities (4)
Total liabilities measured at fair value
The Company's available-for sale securities are valued using readily available pricing sources for comparable instruments, or model-driven valuations using significant inputs derived from or corroborated by observable market data, including yield curves and credit ratings.
The Company maintains a self-directed, non-qualified deferred compensation plan for certain executives and other highly compensated employees. The plan assets and liabilities are invested in actively traded mutual funds and individual stocks valued using observable quoted prices in active markets. Deferred compensation plan assets and liabilities are included in Other non-current assets and Other non-current liabilities, respectively, on the Company's Condensed Consolidated Balance Sheets.
Derivative assets and liabilities primarily represent forward currency exchange contracts. The Company typically enters into these contracts to minimize the short-term impact of foreign currency exchange rates on certain trade and inter-company receivables and payables. Derivative assets and liabilities are included in Other current assets and Other current liabilities on the Company's Condensed Consolidated Balance Sheets.
Contingent consideration liabilities represent arrangements to pay the former owners of certain companies that Trimble acquired. The undiscounted maximum payment under the arrangements is $52.5 million at the end of the second quarter of fiscal 2018. The fair values are estimated using scenario-based methods or option pricing methods based upon estimated future revenues, gross margins or other milestones. Contingent consideration liabilities are included in Other current liabilities and Other non-current liabilities on the Company's Condensed Consolidated Balance Sheets.
Additional Fair Value Information
The following table provides additional fair value information relating to the Company's outstanding financial instruments:
2014 Credit Facility, retired
The fair value of the Senior Notes was determined based on observable market prices in less active markets and is categorized accordingly as Level II in the fair value hierarchy. The fair value of the bank borrowings and promissory notes has been calculated using an estimate of the interest rate the Company would have had to pay on the issuance of notes with a similar maturity and discounting the cash flows at that rate and is categorized as Level II in the fair value hierarchy. The fair values do not give an indication of the amount that the Company would currently have to pay to extinguish any of this debt.
NOTE 10. DEFERRED COSTS TO OBTAIN CUSTOMER CONTRACTS
We classify all deferred costs to obtain customer contracts, which consists of deferred commissions, as a non-current asset, included in Deferred Costs, non-current on the Company's Condensed Consolidated Balance Sheets. At the end of the second quarter of fiscal 2018 and fiscal year end 2017, we had $35.3 million and $35.0 million of deferred costs to obtain customer contracts, respectively.
Amortization expense related to deferred costs to obtain customer contracts, for the second quarter and first two quarters of fiscal 2018, was $5.6 million and $11.0 million, respectively, and was $5.0 million and $9.9 million, respectively, for the second quarter and first two quarters of fiscal 2017. It was included in sales and marketing expenses in the Company's Condensed Consolidated Statements of Income. There was no impairment loss related to the deferred commissions for either period presented.
NOTE 11. PRODUCT WARRANTIES
The Company accrues for warranty costs as part of its cost of sales based on associated material product costs, technical support, labor costs and costs incurred by third parties performing work on the Company's behalf. The Company's expected future costs are primarily estimated based upon historical trends in the volume of product returns within the warranty period and the costs to repair or replace the equipment. When products sold include warranty provisions, they are covered by a warranty for periods ranging generally from one year to two years.
While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of component suppliers, its warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage, or service delivery costs differ from the estimates, revisions to the estimated warranty accrual and related costs may be required.
Changes in the Company's product warranty liability during the first two quarters of fiscal 2018 are as follows:
Acquired warranties
Accruals for warranties issued
Changes in estimates
Warranty settlements (in cash or in kind)
NOTE 12. DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS
Changes in the Company's deferred revenue during the second quarter and first two quarters of fiscal 2018 and 2017 are as follows:
Beginning balance of the period
Revenue recognized
Acquired deferred revenue
Net deferred revenue activity
Ending balance of the period
As of the end of the second quarter of fiscal 2018, approximately $1.0 billion of revenue is expected to be recognized from remaining performance obligations for which goods or services have not been delivered, primarily hardware, subscription, software maintenance and professional services contracts. The Company expects to recognize revenue of approximately 74% and 15% on these remaining performance obligations over the next 12 and 24 months, respectively, with the remainder recognized thereafter.
NOTE 13. EARNINGS PER SHARE
Basic earnings per share is computed by dividing Net income attributable to Trimble Inc. by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing Net income attributable to Trimble Inc.by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, shares to be purchased under the Company's employee stock purchase plan, restricted stock units and contingently issuable shares. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company's common stock can result in a greater dilutive effect from potentially dilutive securities.
The following table shows the computation of basic and diluted earnings per share:
Weighted average number of common shares used in basic earnings per share
Effect of dilutive securities
Weighted average number of common shares and dilutive potential common shares used in diluted earnings per share


When it comes to crowns, dental professionals—and patients—have several choices, according to this website. Options include precious metals, porcelain fused to metal (PFM), and ceramics, and dental professionals often use different types of crowns depending on aesthetic and other considerations such as the location of the crown in the patient's mouth.
Ceramic materials used in crowns include yttria-stabilized zirconia and porcelain-veneered ceramics that provide the strength of ceramic with a natural-looking porcelain exterior for aesthetic purposes.
Now dental professionals have access to a new type of ceramic material that might eventually spell the end of PFM crowns, according to this article.
The material taking a bite out of PFM restorative applications is an interpenetrating ceramic composite material being marketed by Vident, Brea, Calif., as Vita Enamic. Seen in the concept photo above (credit: Vident), the material is "the first hybrid dental ceramic in the world with a dual-network structure that combines the best properties of ceramic and composite materials," according to the company.
Produced by Vita Zahnfabrik H. Rauter GmbH, Bad Säckingen, Germany, Vita Enamic is a multiphase interpenetrating ceramic composite consisting of 86 wt% ceramic and 14 wt% polymer. The combination provides high fracture toughness, elasticity, and the ability to blunt crack propagation, Vident says. It also machines faster than pure ceramics in the CAD/CAM milling machines used in many dental offices for chairside dental restoration, and reduces wear on the burs used for milling. The product has natural translucency, is available in multiple shades to match patients' existing teeth, and reduces wear on adjacent teeth compared with pure ceramic crowns, Vident says.
Launched commercially in January, Enamic is the product of roughly two decades of lab work and testing. It was developed by a research team led by Dr. Russell Giordano, a dentist and associate professor in Boston University's Henry M. Goldman School of Dental Medicine and director of biomaterials. Enamic was developed in the early and mid-1990s and patented in 1996, according to a university news release.
Details on the proprietary product's composition and processing are sketchy (OK, nonexistent), but Vident does supply some properties numbers. They include flexural strength of 150–160 MPa, modulus of elasticity of 30 GPa, hardness of 2.5 GPa, and Weibull modulus of 20—more than double that of comparable restorative materials, the company says.
Available in 12 × 14 × 18 mm blocks for CAD/CAM milling, Vita Enamic sold out within weeks of its introduction. Vita says it is still trying to ramp up production capacity to meet demand. For his part, Giordano has continued to work with interpenetrating ceramic composite materials. According to the Boston University news release, he believes the material (or similar materials) may have applications ranging from countertops and tile to body armor.


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KORITE has an industry-leading unconditional lifetime warranty program that helps to support the retailer and protects consumers from any defective material or workmanship. KORITE works directly with the consumer to repair or replace any defective materials or workmanship.


Simply Safety! - so many features, so simple to use.
Today keeping accurate records is more important than ever - yet many companies lack an efficient method to track information required for regulatory compliance.
This can result in higher than necessary insurance and claims costs, regulatory violations, excessive legal risk and basic inefficiency costs.
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Simply Safety! software is an easy-to-use safety management application that helps your safety team manage people, safety, and training.
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With just a few weeks to go before early action deadlines hit, we've been reviewing A LOT of college application essays. Some are great, some merely good, and some…well, some need quite a bit of work.
To help you get your college admission essay ready for submission, we've compiled some of the most common advice that we've been giving to our students this year. Hopefully this will help you polish those essays and get into your dream schools!
Avoid clichés. Check out our list of the most common essay topic clichés for help. When you're brainstorming topics, look at your list of ideas and ask "Could someone else write an essay like this?" Your essay should be totally unique to you, so make sure that whatever topic you choose can be customized so that no one else could possibly write an essay like yours. Last minute tip: Even a slightly clichéd topic can be rendered unique through effective use of details. If you're worried your essay is clichéd, be sure to include plenty of details that are unique to your experiences.
Address the prompt. The Common App got rid of the "topic of your choice" option for essays, and this seems to have thrown a lot of students for a loop. We've seen a large number of essays that have failed to adequately address the essay prompt, so be careful! Last minute tip: If you've finished your essay and you're worried that you strayed from the prompt, consider looking at the other prompts to see if a different prompt might better suit the essay. Alternatively, consider only rewriting your conclusion; often, a new conclusion can make the entire essay suit the prompt better.
Don't think too far outside of the box. Creativity is wonderful, but a lot of students lose clarity when they aim for creativity. If your reader can't figure out what you're trying to tell them, then no amount of creative storytelling will save the essay. Think outside the box, but make sure that you're not so far outside the box that you can no longer even see the box. Last minute tip: Have someone you're not close to read the essay to see if it makes sense. Friends, family members, and your teachers likely know you well and will be able to read between the lines, so they aren't always the best sounding boards when you're trying to be creative with your story.
You need a good beginning, middle, and end. Many of the essays we've seen this year have excellent introductions and go downhill from there. While a strong opening is vital to a good admission essay, the middle and end also have to be good. In fact, the conclusion is arguably among the most important parts of an essay because readers will always remember the first and last things they've read. Last minute tip: After you've arrived at what you believe is your final draft, read the entire essay again. Is the conclusion memorable, or does it read like a list of lessons you learned? Does the conclusion contain clichéd phrases (like "Suddenly I realized…" or "I discovered…")?
The essay is not a resume. Your many accomplishments, awards, and honors should already be listed elsewhere in your application. The essay is the place to show your admission officer that you are a three-dimensional human being with emotional depth, intellectual curiosity, and an interesting personality. A list of the things you've done in high school doesn't serve that purpose. It's boring to read, it sounds narcissistic, and it tells the reader nothing about you as a person. Last minute tip: Make sure that no part of your essay reads like a list of accomplishments. Many students create otherwise strong essays that end with a conclusion that lists related accomplishments or skills – don't do that!
Show, don't tell. You need to share stories that illustrate the ideas within your essay rather than simply spelling everything out for the reader. So, for example, don't say "I felt relieved when my speech was over." Instead, show how you felt: "As my speech came to a close, my heart resumed its normal rate and blood flowed back into my cold, clammy hands." Last minute tip: Read through your essay and highlight any phrases that could possibly be illustrated through story telling. Look for phrases like "I felt" or "I remembered", as these are often phrases that indicate that the thought could be better shared through a story.
Use your senses. Bring your reader on a journey by including lots of sensory details and imagery. What did you see, hear, feel, smell, or taste? What details can you share with your reader to make your story more real? For example, instead of simply saying "The water in the pool was cold", write "As my skin hit the freezing water, I could feel each individual goose bump form." Last minute tip: Highlight descriptions within your essay. If you have any spare word count remaining, add sensory details to those descriptions to add dimension to your essay.
Don't use ten words when five will do. One of the hardest parts of writing a strong college essay is knowing where to cut. Many students trim their essays simply to fit within the given word limits, but cutting unnecessary words and phrases is important regardless of how long or short the essay may be. Being able to share your story, thoughts, and feelings succinctly is the mark of a strong writer, which means that wordy or repetitive essays send a negative message to the reader. Last minute tip: Look for repeated words, phrases, or ideas and eliminate the repetition. Look for sentences or paragraphs that could be rephrased to share the same ideas in fewer words – without losing good descriptions.
Use sophisticated words. This does NOT mean that you should pack your essay with SAT words, but rather that your word choice needs to reflect sophistication and a strong vocabulary. Don't use words like "stuff", "things", "good", or "bad". For example, the bully wasn't mean; he was heartless, cruel, merciless, callous, malicious, vicious, or toxic. Last minute tip: When used correctly, the thesaurus is your best friend! Make certain that any alternate word choices truly suit your purposes (some pretty funny word choices can result from improper thesaurus use).
Don't overuse "I". Most college essays are first-person narratives, so it's easy to fall into the trap of using "I" way too much. This comes off as unsophisticated and a bit narcissistic, plus it's just bad writing. Last minute tip: Print your essay and highlight every time you used the word "I". If those I's appear too close together, go back and rephrase parts of the essay to reduce the use of "I".


Bryan has been a fiddler almost since birth. He won his first competition at 12, apprenticed with bluegrass master Kenny Baker, and took the title of Tennessee Valley Fiddle King at 17. Bryan eventually joined Norman Blake's Rising Fawn String Ensemble, where his mastery of the fiddle and repertoire of old-timey songs was honed.
Bryan, one of the 16 former fiddle kings who have reigned during 39 years of competition at the Tennessee Valley Old Time Fiddlers Convention (TVOTFC) have spread their musical influence worldwide. He has entertained in places as diverse as the Smithsonian Institute's Bicentennial Celebration on The Mall in Washington, D.C., onstage at the Grand Ole Opry, and before a U.S. President. Bryan has recorded traditional fiddle tunes for posterity and mentored young fiddlers in their own music studios across the country.


The walk from Øyuvsbu to Gaukhei is a two-day trip and includes spending the night at Gaukhei. The trip is suitable for adults, children and young people that are accustomed to walking some distance.
Walking time for the trip is approx. 7 hours. You spend the night at Gaukhei and return the same way the next day.
To get there: Drive on the Suleskar road to Ivlungsvatn and park in the carpark, about 20 minutes' walk from Øyuvsbu. The DNT cabin is unstaffed and accommodates up to 40 visitors. You can also spend the night here.
From Øyuvsbu the trail leads directly south over a fairly marshy area along Øyuvsvatn and on to Sandvatn. In the month of August it is not unlikely that you find cloudberries here on the slopes. At Sandvatn you meet the trail from Håheller. About 1 kilometre after Sandvatn you cross Sandvassåni. This can be a little difficult if the river level is higher than usual, in which case it is easier to cross about 100 m further up the stream.
Halfway between Øyuvsbu and Gaukhei you come to Vidalege, where the shepherd Magnor Tjåland spent every summer until 2000. He was in charge of several thousand sheep and was more than 70 when for the last time he herded the sheep in Vidalege. There is no firewood available here and so Magnor burned peat. You can still see traces left in the area in places where peat was cut.
From Vidalege the trail goes up to the highest point. Later it crosses Låghellerdal (the valley) and the path continues up to Småtjønnheii. From here the panoramic view is magnificent before the path descends steeply to Småtjønndalen. In the lakes in this valley there is plenty fish, which also applies to Søtevatn.
The last stage before you arrive at Gaukhei goes along beside the Søtevassbekken stream.
Gaukhei tourist cabin stands on a small hill on the north side of Store Gaukheivatnet with a good view over the lake to Skarveknuten.
Gaukhei is staffed from approx. 10 July to 8 August. 42 beds altogether spread over the various buildings.
Outside the summer season there is unstaffed accommodation available in the refuge cabin Normannsbu (14 beds), the dormitory (6 beds), and the guide's room for dog and owner (3 beds). The main cabin (19 beds) can then be rented by groups.
The cabin has the equipment you need for making food, such as kitchen utensils, plates and cutlery. In addition you will be able to buy a good selection of food from the store of provisions. There is no electricity in the cabin, but instead gas, firewood for heating and candles to be used in living rooms (NB! Not in bedrooms). When Gaukhei is unstaffed, the guests themselves are responsible for making food, fetching water, washing up, washing the floors and otherwise tidying both inside and outside the cabin. When it is staffed you cannot prepare your own food. Nor can you drink your own alcohol in the bar area. There are duvets and pillows on all beds, but sleeping sacks or sleeping bags must always be used when spending the night. You will find a notice with cabin rules and prices in the cabin.
Difference in height: Øyuvsbu 933 masl, Gaukhei 840 masl and the highest point on the trail, 1 km south-east of Vidalege, approx. 1040 masl. The trail crosses Låghellerdalen at about 930 masl and then rises to above 1000 masl.


AANP supports the education and training of individuals across the entire breadth of neuropathology, including the graduate student studying the molecular pathways that lead to neurodegeneration, the neuropathology fellow learning how to integrate morphologic and molecular data to diagnose gliomas, the young clinician who wants to maintain their American Board of Pathology certification, or the physician who has been practicing neuropathology for decades and simply wants to learn the latest advances in neuropathology.
AANP supports the education and training of its members through a rich variety of educational opportunities, including a subscription to the Journal of Neuropathology and Experimental Neurology, the annual meeting, CME/SAMS courses, and the Diagnostic Slide Session.
AANP is Accredited with Commendation by the Accreditation Council for Continuing Medical Education. AANP provides AMA PRA Category 1 Credit(s) and Self-Assessment Modules (SAMS), which help fulfill the Life-Long Learning and Self-Assessment component of Maintenance of Certification (MOC) through the American Board of Pathology. The educational design of these activities address the needs of physicians and scientists in the field of neuropathology. AANP offers Journal-Based, Online, and Annual Meeting SAMs.
Neuropathology is a rewarding and intellectually challenging field within pathology. Board certification in neuropathology generally requires a two year fellowship, for which there are many outstanding training programs that rely on AANP for educational support. Fellowship training incorporates milestones, which provide a framework for assessing the quality of education and training of neuropathology fellows across six ACGME core competencies, as described here. The original Neuropathology competencies developed by the AANP Professional Affairs Committee in 2002 are located here.
MOC through the ABP consists of four parts: Professionalism and Professional Standing, Life-Long Learning and Self-Assessment, Assessment of Knowledge, Judgement and Skills, and Improvement in Medical Practice. AANP provides AMA PRA Category 1 Credit(s) and Self-Assessment Modules (SAMS) which help fulfill the Life-Long Learning and Self-Assessment component of MOC.
The Diagnostic Slide Session provides an invigorating opportunity to present difficult and interesting cases to the AANP membership. It is a forum that often leads to a lively discussion and debate which is immensely educational to residents, fellows, attending physicians and scientists.


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Branding of Xbox Game Pass's Friends and Family subscription plan has leaked
Earlier this month, Microsoft began testing a family plan for its popular Xbox Game Pass service. The new tier allows up to five members to fully enjoy Xbox Game Pass Ultimate through their personal Microsoft accounts. For families with multiple gamers who use Xbox as their primary platform, this could be a very tempting package.
Now, the official brand identity for the service may have leaked. Italian site Aggiornamenti Lumia appears to have gotten an official image of it, and as you can see below, it's labeled "Friends and Family" for Xbox Game Pass.
pic.twitter.com/9K40x15Yhv
— Aggiornamenti Lumia (@ALumia_Italia) August 27, 2022
Interestingly, Microsoft isn't promoting it as a family plan, at least branding, and maybe not just family, which Microsoft wants to encourage people to share among their friends.
Speaking of fees, Microsoft hasn't officially announced it yet. However, testing with Xbox Insiders in Ireland and Colombia, it reminded early adopters that their Xbox Game Pass Ultimate subscriptions will be converted to the new subscription tier.
A one-month Xbox Game Pass Ultimate membership costs $15, but it translates to an 18-month New Friends and Family tier, which roughly translates to $25/month for the latter. However, users in Ireland will be able to find a reference price of €21.99/month.
It's important to note that prices and availability may vary by region, and since new plans are in preview, nothing can be set in stone.
Related Items:Microsoft, News, Xbox, Xbox Game Pass
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redpajama_set_name: RedPajamaCommonCrawl


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Tag Archive: Chris Sotomayor
Valance the borg hunter, Jaxxon, and more return as Marvel Comics brings back its vintage series for an encore
Filed under: Comics & Books, Fantasy Realms, Retro Fix, Sci-Fi Café — Leave a comment
Let's take a trip back 33 years ago to a galaxy not all that far away. It was my very first issue of the only comic book I ever subscribed to. It was the end of the school year in 1986 and at last I took the plunge to send in a check to start getting a comic in the mail. My first issue? Star Wars #107, which contained a note from Marvel Comics stating that this was to be the final issue and I was going to be sent something instead going forward from a new universe of comics Marvel was starting called… New Universe. In the days before the Internet or anyone to call to say "what?" I was then sent eleven monthly issues of Star Brand. Not quite Star Wars, each issue reminded me of what I was not getting. I was a fan of the Star Wars comic book (issued as Star Wars Weekly in the UK) since receiving my first ever comic as a giveaway when my mom took me to my local library's Star Wars Day right before Christmas 1977. The series would introduce me to a roster of creators (many I'd later meet in person) including Roy Thomas, Howard Chaykin, Steve Leialoha, Rick Hoberg, Archie Goodwin, Donald F. Glut, Carmine Infantino, Gil Kane, John Byrne, Michael Golden, Chris Claremont, Herb Trimpe, Al Williamson, Tom Palmer, David Michelinie, Klaus Janson, Ann Nocenti, Jan Duursema, Bill Sienkiewicz, and Walt Simonson. I read every issue up to Issue #107.
The big surprise? That original Star Wars series became everyone's first encounter with the word BORG. It's probably the first ever use of those four letters to describe a cybernetic organism, and it was spoken by none other than Luke Skywalker in reference to Valance, The Hunter way back in 1978. We would learn Valance was a borg who killed borgs, and he became an inaugural inductee here at borg in our borg Hall of Fame, and part of my opening dialogue with borg readers eight years ago here. This year, through the miracle of an idea worthy of a light bulb floating over your head, Marvel Comics introduced for its ongoing 80th anniversary celebration something I've never seen done before: a single, new, numbered issue continuing a series canceled as far back as 33 years ago. The issue is Star Wars, Issue #108–it's fantastic and available at local comic shops everywhere now.
Providing a chapter by chapter sequel not to Issue #107 of the vintage series, but to the Issue #50 story "Crimson Forever," Matthew Rosenberg is the writer on the new Issue #108 titled "Forever Crimson," and along with Valance we again meet some of our favorite characters of the entire Star Wars universe who we haven't seen in decades: the villainous Domina Tagge (remember Baron Tagge?), the stylin' Amaiza Foxtrain, the memorable telepathic hoojib and the red Zeltrons, and best of all, Jaxxon the bounty hunter rabbit, who we last saw on a special variant edition copy of Marvel's reboot Star Wars, Issue #1. Plus all the stars of the series we all know and love. As for the artists, Jan Duursema returns to the series for this one-shot issue, along with Giuseppe Camuncoli, Cam Smith, Andrea Broccardo, Kerry Gammill, Ze Carlos, Stefano Landini, Luke Ross, and Leonard Kirk, with colors by Chris Sotomayor, and lettering by Clayton Cowles. The result is everything you could want in a Star Wars comic. It's the kind of purely fun story that would make a great monthly even today. If only they continued this story in an ongoing series!
Tags: 80th anniversary Marvel Comics, Al Williamson, Andrea Broccardo, Ann Nocenti, Antonio Fabela, Archie Goodwin, Bill Sienkiewicz, borg, Borg Hall of Fame, Cam Smith, Carmine Infantino, Chris Claremont, Chris Sotomayor, Clayton Cowles, cyborgs, Cynthia Martin, Dan Green, David Michelinie, Dean White, Donald F. Glut, Gil Kane, Giuseppe Camuncoli, Herb Trimpe, Howard Chaykin, Jan Duursema, Jo Duffy, John Byrne, John Tyler Christopher, Kerry Gammill, Klaus Janson, Leonard Kirk, Luke Ross, Marvel Comics, Mary Jo Duffy, Matthew Rosenberg, Michael Golden, Rick Hoberg, Roy Thomas, Star Wars, Star Wars comic book, Star Wars Issue 107, Star Wars Issue 108, Star Wars Weekly, Stefano Landini, Steve Leialoha, The Hunter, Tom Palmer, Valance, Walt Simonson, Whilce Portacio, Ze Carlos
Will new Scarlet Witch series be Marvel's next Hawkeye?
Last week saw the release of the first issue of Marvel Comics' latest monthly Scarlet Witch. The series is written by James Robinson with artwork by Vanesa Del Rey with colors by Jordie Bellaire. Award winning Hawkeye cover artist David Aja provides the cover to the first issue, plus variant covers are available from Kevin Wada, Bill Sienkiewicz, Erica Henderson, Tom Raney, and Chris Sotomayor. It's not only David Aja's cover, but Robinson's well-paced introduction and Del Rey and Bellaire's visuals that remind us of Matt Fraction and Aja's successful Hawkeye series, another series about a secondary character and a life outside the scope of saving the world with the Avengers.
The new Scarlet Witch has a ghostly quality, and a style similar to DC Comics's initial New 52 stories of Batwoman from J.H. Williams III and W. Haden Blackman. It's introspective look at a superheroine with a past also echoes Nathan Edmondson and Phil Noto's brilliant Black Widow series.
But this is a distinctly different story about a much different character. She is not a young heroine. She is a witch who speaks aloud with the ghost of Agatha, a dead woman she may or may not have killed in her past. Scarlet Witch–Wanda Maximoff–is a detective of sorts in the same way as Liv Moore uses her supernatural skills to solve crimes in iZombie.
Tags: Batwoman, Bill Sienkiewicz, Black Widow, Chris Sotomayor, David Aja, Erica Henderson, Hawkeye, iZombie, J.H. Williams III, James Robinson, Jordie Bellaire, Kevin Wada, Marvel Comics, Matt Fraction, Nathan Edmondson, Phil Noto, Scarket Witch comic book review, Scarlet Witch, Tom Raney, Vanesa Del Rey, W. Haden Blackman
Star Wars Special Edition moves from movies to Marvel Comics
Filed under: Backstage Pass, Comics & Books, Fantasy Realms, Movies, Retro Fix — Leave a comment
Celebrating the twentieth anniversary of Star Wars: A New Hope and long before we had any guess about what might happen in the prequel trilogy, George Lucas, for good or bad, retooled all three episodes of the Star Wars trilogy into the Star Wars Special Edition theatrical release. Between January and March 1997 the world got to "see the movies again for the first time" and was reminded where the word blockbuster actually came from. Now Marvel Comics is following suit with its own look back to original Star Wars source material.
Marvel Comics is releasing two new versions of Roy Thomas and Howard Chaykin's original six-issue adaptation of the original Star Wars. This is the classic adaptation that saw its first chapter, Issue #1, released before the movie hit theaters.
The first volume is being released today: Star Wars: Episode IV: A New Hope
. The OGN is for "oversized graphic novel" but the value in this book is the restoration, George Lucas style, of Howard Chaykin's original artwork via a replacement of Marie Severin's original 1970s colors with Chris Sotomayor's update of the six-issue movie adaptation into a more modern color scheme. Adi Granov supplies the new cover art for this edition. Marvel said it will soon release similar editions of its adaptations of The Empire Strikes Back and Return of the Jedi. Check out a preview of the new look at a classic movie adaptation below.
IDW Publishing and Marvel Comics announced this week a second treatment of the same Star Wars comic book adaptation. The Star Wars Artist's Edition will be consistent with past IDW "artist's edition" offerings, showcasing the original comic book pencil and ink art behind the series in high quality color reprints of the original, giant-sized page format that the artists sketched the artwork.
Tags: Adi Granov, Al Williamson, Carmine Infantino, Chris Sotomayor, Howard Chaykin, IDW Publishing, Marie Severin, Marvel Comics, original comic art, Roy Thomas, Star Wars, Star Wars Artist's Edition, Star Wars OGN: A New Hope Hardcover, Star Wars Special Edition, Tom Palmer, Walt Simonson
A tale of two Star Wars–One gets restored, the other… a facelift
Filed under: Comics & Books, Fantasy Realms, Movies, Retro Fix, Sci-Fi Café — 1 Comment
With the official change over really coming to fruition in January of the return of the Star Wars comic book license to Marvel Comics after its successful run at Dark Horse Comics–and several months before the full magnitude of what it will mean to have Star Wars under the Disney empire–already word is out about re-releases of the original trilogy.
Forget about Greedo shooting first, the ghost of a young Anakin Skywalker at the end of Return of the Jedi, a skinny Jabba at Mos Eisley, and strange circular bursts emitting from destroyed Death Stars. Forget about a cringe-worthy singsong "Celebrate the Love" over "Lapti Nek." It took Disney to give fans what they have wanted all along: the one and only original Star Wars, The Empire Strikes Back, and Return of the Jedi, with no special edition edits, on Blu-ray. That's right, all three films are undergoing conversions to Blu-ray for a to-be-announced release date in 2015.
The original destruction of the second Death Star.
So you'll again get to upgrade your home version of the trilogy, the one that already replaced you VHS, Beta, Laser Disc, DVD, and countless digital upgrade and boxed set releases–one more time. That is, until they release the 3D version. No word yet on that upgrade.
Destruction of second Death Star, after the special edition update.
Along with the films, the original Star Wars: A New Hope comic book adaptation created by legendary writer Roy Thomas and illustrated by our favorite comic book artist, Howard Chaykin, will get a facelift of sorts. Colorist Chris Sotomayor is going to update the four-color standard 1970s style used by Marvel to a more modern color set. Like the special edition update for the movies, this will give us a new take on the classic book. Well-known artists Marie Severin, Steve Leialoha and Glynis Wein provided the original color work now being replaced.
Here's a comparison of the new vs. the old:
Check back for release dates here at borg.com throughout 2015.
Tags: Chris Sotomayor, Dark Horse Comics, Disney, Glynis Wein, Howard Chaykin, Marie Severin, Marvel Comics, Roy Thomas, Star Wars, Star Wars 3D, Star Wars Blu-ray, Star Wars original trilogy Blu-ray, Star Wars Special Edition trilogy, Steve Leialoha


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Official Teaser Trailer – "Rising Star"
Posted by Gary Ploski on Apr 10, 2012 in Acting, Blog, Video
In October of 2010 I shot my first feature film in the lead role of a film titled "Rising Star" in Connecticut for 18 day. On Friday the 6th of April 2012 the Official Teaser Trailer was released!...
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