Business Combinations

9 Months Ended

Sep. 27, 2019

During the first three quarters of fiscal 2019, the Company acquired two businesses for total cash consideration of $40.2 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. The businesses acquired during the first three quarters of fiscal 2019 contributed less than 1% to the Company's total revenue.

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 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. For the acquisitions in the first three quarters of fiscal 2019, the preliminary fair values of net tangible assets and intangible assets acquired were based on preliminary valuations and estimates, and assumptions are subject to change within the measurement period (up to one year from the acquisition date).

Intangible Assets

The following table presents details of the Company’s total intangible assets:



As of	Third Quarter of Fiscal 2019							Fiscal Year End 2018
	Gross							Gross
	Carrying		Accumulated			Net Carrying		Carrying		Accumulated			Net Carrying
(In millions)	Amount		Amortization			Amount		Amount		Amortization			Amount
Developed product technology	$	1,221.6	$	(892.2	)	$	329.4	$	1,220.3	$	(825.3	)	$	395.0
Trade names and trademarks	72.6		(57.4		)	15.2		72.9		(53.3		)	19.6
Customer relationships	717.2		(449.2		)	268.0		715.1		(406.5		)	308.6
Distribution rights and other intellectual property	77.8		(63.1		)	14.7		84.4		(63.3		)	21.1
	$	2,089.2	$	(1,461.9	)	$	627.3	$	2,092.7	$	(1,348.4	)	$	744.3

The estimated future amortization expense of purchased intangible assets as of the end of the third quarter of fiscal 2019 was as follows:



(In millions)
2019 (Remaining)	$	37.2
2020	140.8
2021	119.7
2022	100.8
2023	87.4
Thereafter	141.4
Total	$	627.3

Goodwill

The changes in the carrying amount of goodwill by segment for the first three quarters of fiscal 2019 were as follows:



	Buildings and Infrastructure			Geospatial			Resources and Utilities			Transportation			Total
(In millions)
Balance as of fiscal year end 2018	$	1,970.2		$	403.1		$	305.7		$	861.0		$	3,540.0
Additions due to acquisitions	0.3			—			19.9			—			20.2
Purchase price and foreign currency translation adjustments	(13.2		)	(5.7		)	(3.7		)	(3.2		)	(25.8		)
Balance as of the end of the third quarter of fiscal 2019	$	1,957.3		$	397.4		$	321.9		$	857.8		$	3,534.4

Viewpoint and e-Builder acquisitions

On February 2, 2018, the Company completed the acquisition of e-Builder in an all-cash transaction valued at $485.5 million. e-Builder is a SaaS-based construction program management solution for capital program owners and program management firms that provides an integrated project delivery solution for owners, program managers, and contractors across the design, construct, and operate lifecycle.

On July 2, 2018, the Company acquired all of the outstanding shares of Viewpoint in an all-cash transaction valued at $1,212.1 million. Viewpoint is a provider of construction management software, which integrates a contractor’s financial and resource management to their project operations in the field. The integration across the office, team, and field workflows enables contractors to employ Viewpoint to effectively manage and gain visibility over data and workflows that span the construction lifecycle from pre-production planning, to product operations and supply chain management, through project hand over, and asset operation and maintenance.

Viewpoint and e-Builder’s results of operations have been included in the Company’s Condensed Consolidated Statements of Income since their respective acquisition dates. Both Viewpoint and e-Builder's performance are reported under the Buildings and Infrastructure segment.

The two acquisitions were funded through the use of approximately $211.2 million of the Company’s existing cash, with the remainder funded through the issuance of senior notes and the Company’s 2018 Credit Facilities (as defined in Note 7).

The following table summarizes the consideration transferred to acquire Viewpoint and e-Builder, the assets acquired, and liabilities assumed, and the estimated useful lives of the identifiable intangible assets as of the dates of the acquisitions:



(In millions)	Viewpoint				e-Builder
Total purchase consideration	$	1,212.1			$	485.5
Net tangible assets acquired	(0.6		)		2.0
Intangible assets acquired:				Estimated Useful Life				Estimated Useful Life
Developed product technology	225.4			6 years	60.5			7 years
In-Process Research & Development	12.9			n/a	—
Order backlog	—				1.7			6 months
Customer relationships	158.6			10 years	42.4			10 years
Trade name	8.9			5 years	4.8			7 years
Favorable Lease	4.3			4 - 9 years	—
Subtotal	410.1				109.4
Deferred tax liability	(61.2		)		(18.2		)
Less fair value of all assets/liabilities acquired	348.3				93.2
Goodwill	$	863.8			$	392.3

Goodwill consisted of 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. Goodwill of $95.8 million for Viewpoint is expected to be deductible for tax purposes.

The following table presents unaudited supplemental pro forma results of operations of the Company, Viewpoint, and e-Builder, as if the companies had been combined as of the beginning of the earliest period presented. The pro forma results of operations are not necessarily indicative of results that would have occurred had the acquisitions taken place on the first day of fiscal 2018, 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 applicable acquisition dates. For the third quarter and the first three quarters of fiscal 2018, the major impacts for the pro forma results include amortization of intangible assets related to the acquisitions, impacts from adoption of Revenue from Contracts with Customers, interest expense for debt used to purchase Viewpoint and e-Builder, income tax effects, and other adjustments to reflect fair value. The pro forma information for the first three quarters of fiscal 2018 is as follows:



	First Three Quarters of
Fiscal Period	2018
(in millions, except per share data)
Revenue	$	2,420.0
Net income attributable to Trimble Inc.	189.5
Basic earnings per share	0.76
Diluted earnings per share	0.75