Trimble Navigation Q3 2007 Earnings Call Transcript

Oct.23.07 | About: Trimble Navigation (TRMB)

TrimbleNavigation Ltd (NASDAQ:TRMB)

Q3 2007 Earnings Call

October 23, 2007 4:30 pm ET

Executives

Willa McManmon - Director of IR

Steve Berglund - President andCEO

Rajat Bahri - CFO

Analysts

Paul Coster-JP Morgan

Jeff Evanson-Dougherty &Company

Yair Reiner-CIBC

Corey Tobin-William Blair &Company

Scott Sutherland-Wedbush MorganSecurities

Noelle Swatland-Lehman Brothers

Andrew Spinola-Needham &Company

Operator

Good afternoon. My name isDennis, and I will be your conference operator today. At this time, I wouldlike to welcome everyone to the Trimble Navigation Third Quarter 2007 EarningsConference. All lines have been placed on mute to prevent any background noise.After the speakers' remarks, there will be a question-and-answer session.(Operator Instructions). I will now turn the call over to Ms. Willa McManmon. Pleasego ahead, ma'am.

Willa McManmon

Thank you. And thank you forjoining Trimble’s third quarter 2007 earnings call. I am here with Steve Berglund,our President and CEO, and Rajat Bahri, our CFO.

Before we begin the call, let meremind you that during the course of this call, we will make projections orother forward-looking statements regarding future events or the future financialperformance of the company. The words "intend," "expect," "plan,"or similar expressions are intended to identify forward-looking statements. Wewish to caution that such statements are subject to risks and uncertaintiesthat could cause actual events or results to differ materially.

Important factors relating to ourbusiness, including factors that could cause actual results to differ from ourforward-looking statements are described in our Forms 10-Q, 10-K and otherfilings with the SEC. The Company assumes no obligation to update theseforward-looking statements to reflect actual results or changes in assumptionsor other factors.

With that, I will turn the callover to Steve.

Steve Berglund

Good afternoon. Trimble’s third quarter performance fit ourstandard operating model of revenue growth, tight control of costs, andextending operating margins. All Trimble segments demonstrated progressincluding good progression for @Road, which I will speak to later. Revenue grewby 26% year-over-year. Non-GAAP operating margins grew by 1.5 points, andoperating leverage was 25%.

The E&C segment revenues for the quarter grew 12%year-over-year. This was less than the 18%, 12 month rolling growth rate forthe segment and presents an obvious question. The growth rate was impacted bytwo effects.

The first is that as our software and services contentincreases, the deferred revenue recognition accounting is making it moredifficult for us to predict the specific period when revenue will be recognizedon the income statement. Besides [reinforcing] the need, as I did in the lastquarter's call for analyzing Trimble's performance over a multiple quarterbaseline, I will leave it to Rajat to describe the effects.

The second effect impacting the E&C’s growth rate in thequarter has been that despite very strong international growth, we continue tosee pockets of slowness in the US,as we are since the beginning of the year. The uneven conditions we saw in the US surveyinstruments market in the first half of the year continued into the thirdquarter

Our construction product sales, which had strong USgrowth in the first half reflected a slowdown in July and August with a sharpbounce back in September, which seems to be continuing into the fourth quarter.There is not an easy analytical base as to account for the relatively sharpchange of behavior in construction buying.

From a strong second quarter to a slowing in July andAugust, with the rebound in September, our belief is that we saw something of aheadline factor in July and August in which contractors reacted to intensifyingspeculation on the effects of sub-prime meltdowns and resulting economicslowdown by cutting back on non-mandated expenditures.

We believe the underlying market dynamics kicked in again inSeptember and will lead to stronger E&C growth performance in the fourthquarter. US conditions are highly variable across the country with some areasdemonstrating significant year-over-year growth, while other areas are slower.For 2008, we anticipate, based on what we can see at this point, E&C growththat is roughly consistent with that of 2007.

The Field Solutions segment demonstrated strong performancein the quarter with another exceptional performance in agriculture resultingfrom a robust worldwide, farm economy and a strong, Trimble product portfolio.The other business in the segment, the Geographic Information Systems, grew ata double digit rate driven by new products.

The Advanced Devices segment also demonstrated significantgrowth in the quarter with the components business reflecting continuing strongdemand, particularly for timing products.

The Mobile Solutions segment continues to progress in linewith expectations. The historical business, centered on ready-mix concretedelivery, continued to build recurring revenues and underlying margins, andpublic safety demonstrates a strong year-to-year revenue growth.

In prior quarter's calls, we described the direct storedelivery businesses trade on our segment results, while we await a new versionof the field service product platform. The rollout on that platform is underwayand we are seeing promising signs of market acceptance in the beginnings of anorders pipeline. The product provides the capability of extending a workercentric, field service software products into new areas to complement ourvehicle centric fleet management products.

@Road, which we acquired eightmonths ago, remains either on track or ahead of the expectations at the time ofacquisition and demonstrates good revenue and profit progression in the quarter.The integration with the rest of Trimble has proceeded well. As an example, @Roadis in the process of taking products from TMS or other parts of Trimble tomarket in a number of countries around the world.

Overall, @Road is also deliveringsignificant productivity increases with @Road related headcount down over 10%since the acquisition. We have seen significant margin improvements in theMobile Solutions segment year-over-year with the expectation for more in 2008,as @Road continues its progression, as we turn the top corner in the direct storedelivery business and as we continue to build recurring revenues in the legacybusinesses.

We continue to believe in arobust 2008 consistent with our earlier expectations, while we must respect theincreased uncertainty in the USeconomy. We believe that the underlying drivers for success in 2008 remain inplace. They include continuing strong international growth, the potential forsignificant growth of revenues and margins in the mobile solutions segment aswe moved from the transition related activities in @Road to a top line focus.

There is a continuing strongoutlook for agriculture with international growth in new product categoriescontributing more. Continuing growth within the E&C segment, as we takespecific actions inside the US to counteract regional slowness, as we extendour international reach, as we extend our product reach within the connectedconstruction site initiative and as we reinforce our underlying belief thatproductivity sales even in uncertain markets.

Let me turn the call over to Raj.

Rajat Bahri

Good afternoon. Third quarter2007 revenue was $296 million, up 26% year-over-year. At the same time,deferred revenue was up 170% year-over-year from $24 million to $66 million. Inthe third quarter alone, our deferred balance grew by $14 million or 27%sequentially.

Let me take a minute to discuss this.Over time, an increasing proportion of Trimble products are being sold at totalsolutions including hardware, software, subscription services and training.This leads to accounting, which tends to results in deferral of revenue streamsthat a portion of overall solution is under level.

With the acquisition of @Road,the revenue in hardware has been deferred and recognized over the term of the contractualsoftware subscription period. Additionally, increased support and maintenanceservices have driven deferred revenue growth in our E&C business.

For example, E&C deliveredhundreds of thousands of dollars of new survey products at the end ofSeptember. However, since fair value could not be established for an undeliveredelement within the solutions, the entire revenue stream was deferred. We expectto fully deliver and recognize revenue on these solutions in the fourthquarter. It is also important to look at a cash flow this year.

In many transactions we havereceived cash from our customers before the related revenue recognizing theP&L. The good news is that we will be able to recognize the revenue overtime. The flip side is that the moves up revenue, into and out of a givenquarter, make it difficult to forecast results on a quarterly basis within atight range. Subsequently, when timing revenue, recognition depends onrelatively subtle variation in contractual language.

The revenue breakout by geographywas 56% in North America, 25% in Europe, 13%in Asia Pacific and 6% in the rest of the world. This represents a 19% increasein North America, 35% increase in Europe, 28%increase in Asia Pacific and 69% increase in rest of the world.

Turning now to EPS, GAAP earnings per share were $0.22 flatwith the third quarter of 2006. When looking at year-over-year comparisons, itshould be noted that third quarter 2007 GAAP earnings were impacted by $0.05per share due to amortization of purchased intangibles and $0.02 per share dueto impact of FASB 123 (NYSE:R).

Adjusting for these expenses, non-GAAP earnings per sharewere $0.29 up 16% over the third quarter of 2006. The tax rate for the thirdquarter of 2007 was 39% compared to 35% in the third quarter of 2006, whichimpacted the comparative year-over-year EPS growth.

Operating income for the quarter was $44 million, up 21%compared to the third quarter of 2006. Operating income in the third quarter of2007 was impacted by amortization of purchased intangibles of $10.2 million inthe third quarter of 2007, which represents an increase of $7.3 million overthe third quarter of 2006 due to acquisitions. There was a $3.8 million impactfrom stock-based compensation in the quarter versus the $2.9 million impactfrom stock-based compensation in the third quarter of 2006.

Adjusting for these factors, non-GAAP operating income was$57.8 million in the third quarter of 2007, up 37% from the third quarter of2006. Operating margins for the third quarter of 2007 were 14.8% compared to15.5% in the third quarter of 2006. Again, adjusting for the above factors,non-GAAP operating margins for the quarter were 19.5%, up from 18% in the thirdquarter of 2006.

This quarter, non-GAAP operating leverage was 25%. Thiswould have been much higher without the impact of acquisitions. The marginimprovement was driven by a slight expansion in gross margins and leverage ofoperating expenses. Now, I will turn to segment results, which exclude revenue,less cost of goods sold and operating expenses excluding general corporateexpenses, amortization of intangibles and in-process research and development.

In addition for each segment, non-GAAP operating incomeexcludes the impact of stock-based compensation expense. Third quarter 2007E&C revenue was $182.1 million, up approximately 12% when compared torevenue of $162.4 million in the third quarter of 2006.

In the third quarter, E&C experienced stronginternational growth, but lower USgrowth than in recent quarters due to certain pockets of weakness in the US market. Webelieve at this point that this is a short-term phenomenon, as Steve discussedduring his comments.

Operating income in E&C was $42.8 million or 23.5% ofrevenue compared to $38.3 million or 23.6% of revenue in the third quarter of2006. Non-GAAP operating income in E&C was $43.7 million or 24% of revenuein the third quarter of 2007 compared to $39.2 million or 24.2% of revenue inthe third quarter of 2006.

Third quarter 2007 Field Solutions revenue was $44.8 million,up 53% compared to $29.2 million in revenue in the third quarter of 2006. Salesof both agricultural and geographical information system products were strong,a particular strength driven by the continued worldwide, robust farm economy.

Operating income in TFS was $11.9 million or 26.7% ofrevenue for the third quarter of 2007 compared to $5.6 million or 19.3% ofrevenue in the third quarter of 2006. Non-GAAP operating income in TFS was$12.1 million or 27% of revenue for the third quarter of 2007 compared to $5.9million or 20.1% of the revenue in the third quarter of 2006. Marginimprovement was mainly due to leveraging results from increased revenue.

Third-quarter 2007 Mobile Solutions revenue was $39.2million up 139% from revenue of $16.4 million in the third quarter of 2006.Revenue growth was primarily due to the acquisition of @Road. Operating incomein TMS was $2.9 million or 7.3% of revenue for the third quarter of 2007compared to $1.1 million or 6.8% of revenue in the third quarter of 2006.

Non-GAAP operating income in TMS was $4.3 million or 10.9%of revenue for the third quarter of 2007 compared to $1.3 million or 7.9% ofrevenue in the third quarter of 2006. Margin improvement was largely due toimprovements in the @Road model as well as increases in subscribers in ready-mixoffsets by softness in the direct store delivery products.

Third quarter 2007 advanced devicesrevenue was $29.9 million, up approximately 12% from revenue of $26.8 millionin the third quarter of 2006 due to the sales of timing products. Operatingincome in advanced devices was $4.9 million or 16.4% of revenue for the thirdquarter of 2007, compared to $4.1 million or 15.3% of revenue in the thirdquarter of 2006.

Non-GAAP operating income in advanceddevices was $5.2 million, 17.5% of revenue for the third quarter of 2007compared to $4.6 million or 17% of revenue in the third quarter of 2006. We arenow a full year into the Nokia agreements. Margin impact from that revenue hasbeen normalized.

For the overall company, grossmargins for the third quarter of 2007 were 49.6%, and excluding theamortization of intangibles and stock-based compensation, non-GAAP for grossmargin were 51.6%. This compares to GAAP gross margins of 49.5% and non-GAAPgross margin of 50.1% in the third quarter of 2006.

Total operating expenses for thethird quarter of 2007 came in at $103.2 million or 35% of revenue compared to34% of revenue in the third quarter 2006. On a non-GAAP basis, operatingexpenses in the third quarter of 2007 were 32% of revenue, flat compared to thethird quarter of 2006.

In the underlying businessoperating expenses as a percent of revenue decline, this is offset by dilutiveimpacts of acquisition, where operating expense is a percent of revenue higher.Non-operating income for the third quarter of 2007 was $1.1 million versus $2.7million in the third quarter of 2006. As this was the case last quarter, higherprofitability from the CTCT joint venture was offset by higher interest costrelated to debt for the @Road acquisition.

Looking at the balance sheet, wefinished the third quarter of 2007 with $84.1 million in cash compared to $73.8million in the prior quarter. Our debt levels, primarily from @Road acquisitionat $81.1 million, are down from $123 million in the second quarter of 2007.Hence, our net debt position is zero at this point of time.

In the third quarter, netaccounts receivable were $242.6 million, compared to $235.2 million in thesecond quarter of 2007. Inventory was $142.2 million compared to $137.7 millionin the second quarter of 2007. Its turns were essentially 4.3, flat to theprior quarter. Cash flow from operations for the first three quarters of 2007was $129.1 million, an increase of 51% over the first three quarters of 2006.

Turning now to our guidance forthe fourth quarter of 2007. In the fourth quarter of 2007, we expect revenue togrow 26% to 28% compared to fourth quarter of 2006, with revenue between $295million and $300 million. We expect fourth quarter 2007 GAAP earnings per sharebetween $0.17 and $0.19 and non-GAAP earnings per share between $0.24 and$0.26.

Non-GAAP guidance for the fourthquarter of 2007 excludes the amortization of intangibles of $10 million relatedto previous acquisitions and anticipated impact of stock-based compensationexpense of $3.8 million. Both GAAP and non-GAAP guidance is at a 39% tax ratecompared to an actual 25% tax rate into the fourth quarter of 2006 and assume$126 million shares outstanding.

We will now take questions.

Question-and-Answer Session

Operator

(Operator Instructions). Our first question will come fromthe line of Paul Coster with JP Morgan.

Paul Coster - JPMorgan

Thank you. Raj, perhaps you could just elaborate a littlebit on the deferred revenue, I think I missed it slightly. You started off, itsounded like it was software related and in the end, actually the conclusion ifit’s more related to the @Road service. Can you just sort of clarify a littlebit that please?

Rajat Bahri

Sure. Actually, Paul, it is both. It’s related to @Road aswell as, it's related to the fact that our increasing portion of our productsare becoming more software oriented and as being sold as the bundled solutions.So, both of those factors are driving growth in our deferred revenue balance.

Paul Coster - JPMorgan

It would therefore make sense that what is in the deferredrevenue balance probably is higher than the average margin for the Corporation,is that correct?

Rajat Bahri

Well, the hardware margin tends to be a little bit lowerthan the base. But the other portion, yes, the remaining portion should be atmuch higher margin revenue.

Paul Coster - JPMorgan

Okay. Any currency effect that we should be aware of thisquarter?

Rajat Bahri

Yes. The dollar did weaken against most of the currency. So,we did get slight revenue uplift because of that. And on the operating income,we had a slight hit because a lot of our expenses are in Europe, the R&Dexpenses, New Zealand.So, we had a slight positive impact on the revenue and a slight negative impacton operating income.

Paul Coster - JPMorgan

Can you share with us the subscriber growth rate for theMobile Solutions business and the churn rate, if possible, and how that'strending?

Rajat Bahri

No. We’ve decided long ago that we wouldn't disclose thesubscriber related numbers that we prefer to be graded on our financialperformance not on subscriber performance.

Paul Coster - JPMorgan

Okay, got it. And then my last question; you mentioned thatsome regions in North America are a little bitsoft at the moment. Can you provide us with a little bit of granularity thereplease, Steve?

Steve Berglund

Yeah. So, it is variable. They are the logical places suchas Florida,which right now is down, as you would expect. And then in certain areas in theSouthwest, but it's actually quite catchy as to on a regional basis. Now theother factor is that if you really dissect the data and look for meaning in thedata, it's not just regional, it's actually different customer groups arereacting differently as well. And some are actually down; some are up sharply.

So, I think there is a fair amount of opportunity for us toexploit that data to focus on the areas one that are still doing quite well andto put more attention on those. And then to go and look at some of the areasboth regionally and from a market segment standpoint, where we could probablydo a better job of pinpointing responses to those.

So, there isn’t an overall storyfor the US,it largely depends. But the one region that’s logical that I would offer upbeing Floridaas a pretty tough environment at this point in time. I don't necessarily wantto give away too much pretty action data here in terms of where we may belooking at regionally

Paul Coster - JP Morgan

Okay. Thank you.

Operator

Your next question will come fromthe line of Jeff Evanson with Dougherty & Company.

Jeff Evanson - Dougherty & Company

Good afternoon. Thanks for takingmy question. Steve you mentioned that you might be looking to make some adjustmentsin E&C business considering the environment in the US. Could you elaborate on whattypes of things you might be looking at doing?

Steven Berglund

Well, I don't want to overdothat. But given the market data that we were looking at particularly on surveyinstruments, is they are – our things like due to and on both the distributionchannel side and relative to our market focus to exploit the data if you will.

Again it’s a very uneven picture,as it has been since the beginning of the year. We’ve been comparing 2007against an extraordinarily good year in 2006. And so some of that is just acomparison issue year-over-year, but I don't necessarily want to again giveaway marketing programs before we launch them or actions before we undertakethem.

But again looking for where wecould do better, some of this is fundamental, some of this is tactical. But Idon't think we have to be passive victims to market conditions, againunderlying promise here is that even in a software market or an uneven market,we can saw productivity and still our intention is that. We think that we cansell our way through this until things get better.

Jeff Evanson - Dougherty & Company

So, I know you track yourdistributors very carefully and with a lot of granularity. It sounds likeyou're working through where the patterns are, but it seems like maybe thepatterns are coming through. Do you think this is a distributor performanceissue?

Steve Berglund

I would not call it a distributorperformance issue. I would call a distributor focus issue. Now, we all makechoices on a daily basis in terms of where we put our activity and I would sayis that the relative focus of a year ago, which may have been totallyappropriate a year ago and where people are going to look for business.

In a changed market situation itmay not be as appropriate as, say, today. And where we can help ourdistribution and therefore help ourselves is by refocusing on those areas,where we think there is a higher potential for results in the next three to sixmonths. And that we are developing a better insight in terms of what thosepoints of focus should be and what the actions are that we should take.

Jeff Evanson - Dougherty & Company

And I guess I’m encouraged by thefact that you are taking a strategic view this is oppose to a cost cutting youwould suggest that you don't see this as a systemic issue?

Steve Berglund

No, we actually don't see it as asystemic issue. Now, we are watching for signs that the world is changing allthe time, a little bit of paranoia serves our interest here. But no, we do notsee it has systemic. We've been pretty consistent on that message all yearlong.

The market is, for lack of the better word I would call,uneven at this point in time and certainly not as robust as it was. That thesurvey instruments market is not as robust in the US as it was a year ago. Now, goinginto 2008 we get a little bit of relief just because we have a lower baselineto measure ourselves against in 2007. And so the year-to-year performancebecomes somewhat easier going into next year having gone through a full year ofthis. But I think, we’ve a belief is that we can take actions to counteractwhatever market forces are out there at this point and time, and that this wasnot as you say a systemic problem.

Jeff Evanson - Dougherty & Company

Okay, good. A few questions on TMS and is probably goes moreto Raj to start. Raj, in the sense, I guess what you told us is as you aregetting your hands around the accountings for the TMS division; it’s little bitchallenging to forecast. Could you talk about your ability to improve yourvisibility there in time?

Rajat Bahri

Well. I think I was referring to that on the E&C side ofthings versus on the TMS side of things. On the TMS side, we’ve got thehardware, deferred revenue and that gets amortized over certain period of time.So, that’s relatively easier to predict. The issues come, when you have inE&C, for example, a multiple contract, which includes hardware, software,training, subscription services and what we’ve done into this when you have, wemay have delivered 90% of the value even if you have delivered 100% of thevalue you need to establish on each element what is the fair value.

In other words, what would that element be if it starts tostandalone on its own merits? And if you're not successful in establishing thatfair value, you end up deferring the whole streams of revenue. And that's whathappened in the Q3 on a few hundred thousands, I mean, in a lot of productsthat we sold in September. So, the lack of predictability is more from thosetypes of things. Hardware is actually and it’s relatively easier to predict.

Jeff Evanson - Dougherty & Company

Okay. So, sales of this nature always going to make itdifficult for you to forecast at quarter end?

Rajat Bahri

Yes. Within the $5 million range, we gave a range of $5million and there may be $3, $4 million growth of value which if you don'testablish the fair value could move into next quarter or the following quarter.And so that causes certain variation in the forecast just within that range.So, the margins have become very difficult, which happened this quarter. Wemoved some E&C revenue into Q4 because we can’t establish some fair valueon some elements.

Steve Berglund

So, Jeff, let me step in here too and just to emphasizeanother, well emphasize two points maybe. One is the business is changing andduring the last year has changed significantly on us both because of what weare doing in the product range, we’ve gotten. So, we’re adapting to thatchange. We will get better out of it. We are not going to (inaudible) rate. ButI think that there is naturally more volatility in the business.

The other thing beyond just called the technical revenuerecognition aspects of whether exactly, when a contract is going to berecognized as demand is getting lumpier and at the margin in this company, aswe add @Road, as TMS scales up even in E&C, when we are in operatinginternationally we are taking in more tendered business.

So, there are kind of more binary elements of largecontracts that are either in or out and given again the requirements of techeven if we substantially performed on many of those contracts they may againstthe total fallout of the quarter just because we’ve only accomplished 98% ofwhat we need to do.

So, the numbers are larger andare either in or out. It tends to be a fairly binary world. So, it’s a newworld for us. We are adapting to it. Clearly we don't have the equation fullydealt in related forecasting. It will work out. But I'm not sure that is goingto be possible necessarily be as accurate as we have been historically onrevenue during the given quarter.

Jeff Evanson - Dougherty & Company

Okay. Thanks a lot. I will getback in the queue.

Operator

Your next question will come fromthe line of Yair Reinerwith CIBC.

Yair Reiner - CIBC

Good afternoon. The questionfirst on in the Mobile Solutions. It appears that revenue was down sequentiallyfor the first time in quite a while, any kind of granularity about what’sbehind that?

Steve Berglund

Yeah. In general the issue thatwe are highlighting here is that, if you look at the fundamentals, we are atthe moment and we will be for probably another quarter getting comparatively,well hammered on the Direct Store Delivery business, while we await the fullarrival of the new products,

So all other aspects of thebusiness are performing what I recall on-target, the Direct Store Deliverybusiness is dragging us down. So that point on a sequential basis, we had someissues, but it was all related to Direct Store Delivery.

@Road is showing sequentialimprovement there. Recurring revenues are growing in the historical business.So, they are getting stronger as this Direct Store Delivery issue that isdragging us down at the moment. But again, we believe that we have a fix inprocess and that is we move into 2008 and should get better.

Yair Reiner - CIBC

You expect that part of thebusiness to come back that was in two or three quarters?

Steve Berglund

Yes. I think, for two reasons.There is a kind of strategic ground here and there is one that relates to thespecific revenue associated with that segment. So, this new software product,we call it V4, internally I guess stands version four. But it's a field service,field support platform that will be initially used in Direct Store Delivery andgive us a shot of adrenalin in the Direct Store Delivery. But it also provides,it's a platform product that is going to be a significant for other elements ofTrimble including @Road. And so as we roll this software out progressively itwill come out in an initial version and then we'll add functionalityprogressively over the course of the next year.

This enables us to go access.Well, reinforce the presence in Direct Store Delivery with very strong inproduct and then also allows us to, here because it’s a platform product tobring into other markets round as well. So, this must be a reason to be hopefuland specifically in the Direct Store Delivery, but also I think we're gettingourselves in a strategic platform to bring to the marketplace in general.

Yair Reiner - CIBC

Fair enough. And now severalmonths into the @Road acquisition, how do you feel morale was doing at @Road?

Steve Berglund

Morale, morale is good. That thetransition has gone well. Again what we’ve done in the first, six, seven, eightmonths is, we have installed the new management group. And they are veryengaged and very energetic. Most of those were promotions from within @Road.

Only the HR function and the financial function have beenstaffed from outside of @Road. We have organized @Road into a number of newincome statements from one kind of a [morfis] income statement into a number ofincome statements. Consistant with the way Trimble operates and I think thateach month that goes by those new income statement are taking on new meaningand influencing decision making.

So, and I think everyone at @Road drove the sameprogression. Now again, we’ve taken a couple of specific kind of rifle shot onefforts to reduce headcount. So, obviously those are never easy, but I thinkthose have gone well. So, I think pretty much on a worldwide basis for @Roadis, I would describe morale has been good.

Yair Reiner - CIBC

Okay. One final question before I get back into queue.Speaking of headcount reductions you had actually a nice drop off in totaloperating expenses to the tune of about $8 million. Were there any one-timeitems there, or it’s just basically the new base kind of moving forward?

Rajat Bahri

Clearly on @Road we’re making progress. But other thingsthat we’ve some trade shows in Q2 that will not repeated in Q3. So, in certainways, those tend to be more of a seasonal impact. I would say those are the twothings that are driving the drop off.

Yair Reiner - CIBC

Great. I’ll get back to queue.

Rajat Bahri

So, Q4 will come back a little bit because we’ve couple ofuser conferences and things going on in Q4.

Yair Reiner - CIBC

But if you look at Q4, it should return kind of to thatnormal seasonal pattern relative to Q3?

Rajat Bahri

That's right.

Yair Reiner - CIBC

Okay. Thank you.

Operator

Your next question will come from the line of Corey Tobinwith the William Blair & Company.

Corey Tobin - WilliamBlair & Company

Hi good afternoon. A couple of things if I could please;Steve, in your comments you mentioned July and august being soft in the E&Cbusiness. Can you just give us a little bit more clarity there perhaps somefeeling for the size of the slowdown, was it negative in terms of absolutegrowth in those two months and now it’s bounced back or was it just sort offlat?

Steve Berglund

I don't necessarily want to characterize it too closely.Let’s just say, it was against the backdrop of April, May and June. It was alittle bit of a shocker because there was a real break in the trend line. AndI'm talking specifically about construction here; I’m not talking about surveyinstruments; I’m talking specifically about construction here. And it came backcharacterizing and usually it's roaring back in September.

But it was a definite break in the trend line and itcouldn’t really be explained by what I would call macro market data or anythingelse and then September, some September came, they came back strongly. Andthrough that’s far that the September trend seems to be continuing intoOctober. So, a bit of a mystery very hard to identify specifically why but it'sjust kind of slowdown there for a while.

Corey Tobin - WilliamBlair & Company

And again that churn was just in the United States, right?

Steve Berglund

Only the US.International is pretty much everywhere internationally at this moment isstrong to extremely strong.

Corey Tobin - WilliamBlair & Company

And along the same lines. I think in your comment, just wantto make sure, if I heard this correctly you said E&C growth in 2008 shouldbe consistent with ’07, so the growth rate should be consistent in ’08, is thatcorrect?

Steve Berglund

Yeah, plus or minus is too early to call terribly closely.But I think, what we are trying to communicate here is that this on the evenstates exist in the US, as we look globally, as we look to the specific actionswe can take, our sense is that overall, when it comes to E&C is we shouldbe delivering in'08 largely consistent with '07 as it comes to growth rates.Obviously, there is a plus minus factor there and it’s way too early to try toquantify that. But our view of the market hasn't necessarily been displacedfrom what it was three months ago or even six months ago.

Corey Tobin - WilliamBlair & Company

Okay, great. Two more, if I mayquickly. Can you quantify how much of the increase in sequential increaserather in deferred revenue was from the E&C and AEC segments?

Rajat Bahri

So the sequential increase wasaround $14 million. And I'll give you -- just give you rough numbers. So, letme talk year-over-year. Year-over-year increase, we increased $66 million ofthat, in around $24 million was @Road and the rest was spread against E&Cin other segments.

And of the $14 million increasethat we saw sequentially, again I giving you rough number. I don’t have exactnumbers with me that probably around $3 to $4 million was driven by E&C.

Corey Tobin - WilliamBlair & Company

In the most recent quarter?

Rajat Bahri

Yeah.

Corey Tobin - WilliamBlair & Company

Okay great. And finally just withrespect to visibility I know it’s typically only a couple of weeks. But if youseen the notable change either in terms of becoming longer or in terms ofdecreasing visibility in the business. Thanks.

Corey Tobin - WilliamBlair & Company

Can you repeat that?

Yair Reiner - CIBC

Is in terms of visibility and interms of revenue visibility do you seen any change, what you would think oftypical amount of visibility which you have in the revenue stream?

Rajat Bahri

I’d say it’s unchanged. It’snever good in this business, outside of places like @Road, where there is anactual, there is a kind of more of a contractual flow, but in E&C and AECand GIS for that matter is a broken burned business.

And so, we are not working afterthe contractual backlog. Revenue visibility is never particularly good in eachbusiness in a classical sense of terms, not exactly for the next set ofrevenues that are coming. But in terms of relative confusion, clearly we hadsome issues in July and August.

But in terms of clarity and in terms of visibility at thispoint in time, we returned to what I would call a normal pattern at this pointin time.

Corey Tobin - WilliamBlair & Company

And just to be quite typically if memory serves there aretwo to three weeks is the typical pattern, is that right?

Steve Berglund

Yeah. In terms of kind of backlog in place it’s again, it’snot the question, I can’t answer because I don't even worry about backlogbecause it’s a non-factor in the company. But, it's probably on that order ofmagnitude.

Corey Tobin - WilliamBlair & Company

Great. Thank you.

Operator

Your next question will come from the line of ScottSutherland with Wedbush Morgan Securities.

Scott Sutherland -Wedbush Morgan Securities

Great. Thank you. Good afternoon.

Steve Berglund

Good afternoon Scott.

Scott Sutherland -Wedbush Morgan Securities

I had a couple of questions here (inaudible) asked you. Butwhen you could tell might be in the prepared remarks you said 39% tax rate forQ4?

Steve Berglund

That's right.

Scott Sutherland -Wedbush Morgan Securities

Okay. Steve, can you talk about how you are seeing differentmarkets within the US, the non-residential, public residential if you're seeingdifferences in those types of markets?

Steve Berglund

Yeah. So, the story remains kind of unchanged from priorquarters is clearly residential is under pressure, well it’s under pressureeverywhere in the US.It’s certainly under more extreme pressure in places like Florida. And I think in Florida, there have been some flow overinto, let’s call it, at least a small scale commercial development, and in somecases, even to large scale commercial development.

I think the market for commercialdevelopment isn’t as hot as it once was, but it’s still comparatively wide. Andthen the market that tends to be statistically most important for us is heavyand highway. And I think that the environment may have changed from astandpoint that contractors a year ago, a year and half ago were probablylooking after the multiple year backlog of business, that backlog is probablychunked.

But overall we see for us and welook at market differently than a heavy equipment manufacturer obviously. Butfor us there is a -- it remains on historical terms comparatively healthy andsomething we can sell into, they’re still a lot of cash flow there maybeagainst a different perspective is that there has been some change toyear-over-year, but still comparatively healthy environment overall from ourperspective.

Scott Sutherland - Wedbush Morgan Securities

Okay. And Steve, as youmentioned, the sequential decline was mostly Direct Store Delivery. When you goout to potential customers or types of potential customers is it that they knowthe new solution is coming? They are waiting to buy the new solution, or isthat the reason, or it’s another reason why it’s holding up some of the salesthere?

Steve Berglund

No. It’s fair to characterize itthat way, maybe I embellished that a little more, is that to a fair extent. Weacquired the 11 now sometime ago, but the version three product just wasn’tsubstantial enough, wasn't muscular enough, wasn't functional enough.

And so we have not actually beenactively marketing the version three. So what we kind of only [quality] 11where a whole lot of contraction commitments and built around this versionthree software that we needed to meet. And we have spent some significanteffort meeting the contractual commitments around version three.

In other words we’ve been deploying resources on what it’s akind of a dead end from a strategic standpoint, while we prepare version four.So, yeah people have been expecting something to come, but I think its morematter of the fact that we haven't been actually marketing a product that was,that we didn't intent to support. So we have been holding back a bit waitingfor version four. Version four is now in the process of rolling out. So, we nowhave something to go out and sell. There will be a ramp up time obviously. Butwe’re feeling much better about the prospects for this business than we werethree to nine months ago.

Scott Sutherland -Wedbush Morgan Securities

Okay. And the last question for Raj maybe in the TMS, youmentioned that @Road grew sequentially. Are you guys still showing a revenuenumber there for @Road?

Rajat Bahri

We’ve given the early number of around a range of $80 to $85million. We are going to hit that range.

Scott Sutherland -Wedbush Morgan Securities

That’s great. Thank you.

Operator

Your next question will come from the line of Noelle Swatland with Lehman Brothers.

Noelle Swatland -Lehman Brothers

Thanks guys. Two questions; maybe first could you justcomment was there any particular strength in international markets you can pointedon the E&C side any new contracts that are expected to continue to buildinto the fourth quarter?

Secondly, you have given some thoughts on the E&Cbusiness for 2008. Can you comment or provide any thoughts for the FieldSolutions business. And then also just for Raj any updated thoughts from a taxperspective some of the work that you may have been doing there over the lastthree months found in your comments that you would say with respective tolowering that rate? Thanks.

Steve Berglund

Okay. So, first of all on theinternational side. I’m trying to recall whether there are any points of notein international in the last few months to point to. Let me characterize it bysaying that we’re showing into infrastructure through E&C. So and there is greatdeal of money being spent on the infrastructure in any number of developingareas of the world. So, for example not going to resolve that significant [thecountry benign]. We just are in the process of installing the infrastructuresolution there to give them the infrastructure that actually do a better jobsurveying property lines, as a way of establishing ownership rights.

So there are a lot of thoseacross the world, but let me just characterize by saying the internationalgrowth is widespread, in some cases coming of the relatively small base. So theabsolute dollar numbers may not be all that significant, but the percentagegrowth rates are significant. So what we are seeing is both in South Africa and increasingly other parts of Africa, where there was a great deal of theinfrastructure development going on.

The Middle East is very strong for us at this point in time. Indiafrom a small base is growing rapidly. China from a larger base is growingrapidly. Europe at this point in time isstrong for us. So I’d characterize widespread during the whole lot ofnecessarily specific examples that I could point to that would account foranything that's meaningful or material or relative to be and see resultsinternationally.

Now as far as 2008 in field solutions,breaking that into its two components; GIS Geographic Information System is astrong financial model. It’s growing in the double-digits. It’s growing in theteens. Typically we would expect that to continue. The one elements that newthere, is with the acquisition of Spacient, we willbe getting a little more, more strongly in to utilities as a market focus inGIS. We would expect that to continue into 2008.

The dollar amounts in 2008 from revenues should have may notbe always significant but we are positioning ourselves going forward.Agriculture is having a phenomenal 2007 [across] a challenge baseline for 2008.But going into 2008 what we are seeing in my view is still very strongenvironment in general.

In North America, we areseeing some very strong growth internationally there as well. That’s far thatbusiness has been largely focus on North America, Braziland Australia.We are starting to see growth in other places such as Europefrom agriculture that have not necessarily been all that significant for us.

So, we are seeing a robust environment in that matter. Weare seeing a robust environment internationally in agriculture. And then wehope to improve on that picture by continuing to expand the functionality ofour products. So, we would also expect some product booster as well. So,overall just aggregating those two together, we are expecting a good 2008 inField Solutions.

Rajat Bahri

Well, on the tax rate what we're doing is as ourinternational growth is growing is phenomenal at this point as you are seeingthe growth rate. And we looking at how we streamline our supply chain overallfor the company and support this international growth rate.

And by looking at that we are looking at things what it doesdo to our legal entity structure and what are the tax implications of thosethings. But it’s too early for me to say they will be successful in it or not.So, I'm probably three to six months away telling you whether I was successfulin doing something or not.

Noelle Swatland -Lehman Brothers

Okay, great. Thanks guys.

Operator

Your next question will come from the line of Andrew Spinolawith Needham & Company.

Andrew Spinola - Needham & Company

Raj, should we then stick withthe 39% as the tax rate for 2008?

Rajat Bahri

At this point I’d range it, youknow 37 to 39.

Andrew Spinola - Needham& Company

Okay. Just one question, if Ilook at the expenses in the corporate and other segment is sort of the plugbetween the segment, operating incomes and your corporate operating income, itlooks like that was down to negative $7.5 million in the quarter, which wasjust 2.5% of revenue that's typically run around 3.5% of revenue.

So anything related to corporateexpenses that was lower this quarter or just potentially sort of a new lowertrend line going forward?

Rajat Bahri

Q1, Q2 were on the high side ofthing. Q3 is probably on the lower kind of thing. I’d say somewhere in themiddle going forward. There were some legal expenses, one-time legal expense inthe first half that we will not incurred that's why Q2.

Q3 dropped significantly and thenobviously there is a issue of bonuses, how we grew for bonuses in thefirst-half versus second half, proper conjunctions change also have been impacton quarter-to-quarter results, but clearly first half was in the higher side.

Andrew Spinola - Needham& Company

Okay. And actually last questiondo you by any chance how the revenue from acquisitions in the quarter?

Rajat Bahri

We have not disclosed @Road giventhe yearly number and excluding @Road we are running at a normal rate of, ifyou look at historically we depending upon, which quarter we have ranged fromaround 3% or so on rest of the stuff.

Andrew Spinola - Needham& Company

Okay.

Rajat Bahri

With minor acquisitions.

Andrew Spinola - Needham& Company

Thank you.

Rajat Bahri

And there is no reason to thinkthat would be different.

Operator

Your next question is a follow-upquestion from the line of Yair Reiner with CIBC.

Yair Reiner - CIBC

A quick follow-up, you said a lot of new survey instrumentsby the month and half ago. I just wondering if you can give us some kind offeel for how those are being accepted by your channel and by the marketplace?

Steve Berglund

I think the product that you are probably talking about isthe new intermediate scanner, half of the VX platform, which is the extensionof our S6 underlying platform. So, I think on reality is probably too soon tocharacterize the market acceptance one way or another.

I think that over all the platform is success and thislatest product is really intended to if you work fit in between in an upper endand lower end product and provide users in a specific niche with the solution.So, I’m anticipating that will be successful. But at this point in time, Ithink, it’s too early to really characterize it one way or another honesty.

Yair Reiner - CIBC

Thank you.

Operator

(Operator Instructions). And at this time, there are nofurther questions.

Steve Berglund

I appreciate you attending the call and talk to you nextquarter.

Operator

Ladies and gentlemen, this does conclude the TrimbleNavigation third quarter 2007 earnings call. You may now disconnect.

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