Trimble Replaces Ernst & Young with KPMG as Independent Auditor

Trimble Inc. announced a change in its independent registered public accounting firm. The company’s Audit Committee has appointed KPMG LLP as the new auditor, effective immediately, replacing Ernst & Young LLP (EY).

EY’s audit reports for the past two fiscal years contained no adverse opinions or qualifications. There were no disagreements between Trimble and EY regarding accounting practices or financial disclosures. However, EY had previously communicated material weaknesses in internal control, including deficiencies in:

Information technology general controls (ITGCs)

Review controls and data completeness/accuracy used in certain processes

Revenue accounting related to standalone selling prices

These issues were disclosed in Trimble’s Form 10-K filings for fiscal 2023 and 2024.

Trimble confirmed that EY was given the opportunity to review and respond to the disclosures, and their response was filed as an exhibit. The company also noted that it had not consulted KPMG in advance on any accounting matters that would require formal reporting under SEC rules.

Trimble Receives Nasdaq Notice Over Delayed 10-K Filing, Secures Waiver from Lenders

Trimble Inc. disclosed on March 26, 2025, that it received a notice from Nasdaq regarding non-compliance with Listing Rule 5250(c)(1) due to the delayed filing of its 2024 Form 10-K. The company emphasized the notice does not currently affect the trading of its stock and that it plans to submit a compliance plan within the allowed 60 days.

Separately, Trimble entered into a Consent and Waiver agreement with lenders on March 21, extending the deadline to deliver its 2024 year-end and Q1 2025 financials to June 2, 2025. The waiver also eliminates any default triggered by the missed filing deadline.

Trimble cited audit delays caused by the prior filing of amended 2023 and 2024 quarterly reports. The company maintains that it does not expect material differences between its press-released results and the delayed 10-K.

Trimble reported strong fourth-quarter and full-year 2024 results, highlighting record annualized recurring revenue and gross margin as the company continues executing its Connect & Scale strategy. The company also completed its Mobility divestiture and authorized a $1 billion share repurchase program.

For the fourth quarter, revenue increased 5% year-over-year to $983.4 million, with organic growth of 17%. Annualized recurring revenue reached $2.26 billion, up 14%. GAAP operating income was $173.5 million (17.6% of revenue), while non-GAAP operating income was $283.6 million (28.8% of revenue). GAAP net income was $90.2 million, while non-GAAP net income reached $221.5 million. Diluted earnings per share were $0.36 on a GAAP basis and $0.89 on a non-GAAP basis. Adjusted EBITDA was $298.1 million, representing 30.3% of revenue.

For the full year, revenue was $3.68 billion, down 3% year-over-year but up 5% on an organic basis. GAAP operating income was $460.7 million (12.5% of revenue), and non-GAAP operating income was $937.2 million (25.4% of revenue). GAAP net income was $1.50 billion, while non-GAAP net income reached $704.4 million. Diluted earnings per share were $6.09 on a GAAP basis and $2.85 on a non-GAAP basis. Adjusted EBITDA was $1.00 billion, representing 27.2% of revenue. During the year, the company repurchased approximately 2.9 million shares for $175 million.

For 2025, Trimble expects full-year revenue between $3.37 billion and $3.47 billion. GAAP earnings per share are projected between $1.46 and $1.67, while non-GAAP earnings per share are expected to range from $2.76 to $2.98. First-quarter revenue is expected between $794 million and $824 million, with GAAP earnings per share between $0.21 and $0.27 and non-GAAP earnings per share between $0.55 and $0.61. These projections reflect the impact of the Mobility divestiture, which was completed on February 8, 2025.

Trimble Inc. filed an SEC Form 8-K on January 14, 2025, announcing that it had entered into a Fifth Consent and Waiver agreement related to its Credit Agreement dated March 24, 2022. This agreement, effective January 9, 2025, extends the deadline for the company to deliver financial reports for the fiscal quarters ending March 29, June 28, and September 27, 2024, to February 10, 2025. The extension also waives any default or event of default arising solely from the delay in delivering these financial reports.

The company also reported that its assessment of internal controls over financial reporting, conducted by management and Ernst & Young LLP, is nearing completion. Trimble expects to file the delayed quarterly reports as soon as practicable after the assessment is finalized. The Fifth Consent and Waiver agreement is included as an exhibit to the filing.