Hello, and thank you for standing by. My name is Regina, and I will be your conference operator today. At this time, I would like to welcome everyone to the Trimble-AGCO Joint Venture Special Shareholder Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you'd like to ask a question during this time, simply press Star, then the number one on your telephone keypad. To withdraw your question, press Star one again. I'd now like to turn the conference over to Rob Painter, President and Chief Executive Officer. Please go ahead.
Welcome, everybody. Before I get started, our presentation is available on our website, and we ask that you refer to the Safe Harbor page in that document. Our financial commentary will reflect non-GAAP performance metrics, which are described in further detail on our investor relations website. Let's start our presentation on Slide 3. Today, we are excited to announce a transformational joint venture with AGCO. This new venture is formed with a clear statement of purpose: to be the global leader in mixed-fleet, smart farming, and autonomy solutions. This venture creates compelling value for all our stakeholders, farmers, dealers, employees, and investors. Farmers will win because this combination accelerates our ability to globally offer seamless integration and connectivity on mixed-fleet equipment across the entire crop life cycle. Our dealer partners will benefit from an entity which is better positioned to provide them with an even broader and better technology portfolio.
Our employees will have the opportunity to innovate and grow on our larger stage. And for our shareholders, this transaction creates significant upfront cash proceeds and an attractive ongoing profit stream, while focusing and simplifying our business to execute on our Connect and Scale strategy. Turning to Slide 4, Eric Hansotia and I have been working towards this outcome for some time. We and all our colleagues who have been working on this share a passion to digitally transform this industry, which is so central to life on our planet. From the moment we mapped our respective product capabilities across the ag value chain, we knew that we would be better together. The graphic on the Slide is the same as AGCO presented earlier today, and it demonstrates the potential of better together for the benefit of farmers, dealers, and employees.
It shows that the technology offerings of AGCO and Trimble are highly complementary and that the joint venture will offer solutions that span all phases of the crop life cycle while serving thousands of equipment makes and models. By combining our resources, we are creating unique and differentiated capabilities to meet the current and emerging needs of the agriculture community. Let's now turn to Slide 5 to talk about shareholder value creation and capital allocation. We believe this transaction, which consists of $2 billion of cash proceeds and an expected $3 billion of value, creates shareholder value in 3 fundamental ways. First, the transaction simplifies our company and focuses our connect and scale strategy on end markets, where we have the most compelling competitive opportunities to win and grow.
We have and will continue to differentiate at the intersection of the physical and digital worlds, which means connecting work in the field with work in the office, which in turn means connecting the hardware and software of Trimble together. In addition, the nature of how we structured the JV enables us to retain our core GNSS IP, which will manifest in the form of an ongoing supply agreement to the JV. Second, the transaction enhances our financial profile. We exited our second quarter at $1.88 billion of annualized recurring revenue, growing 14% organically, and we guided our expectation to cross a level of $2 billion of ARR by the end of the year.
This transaction moves our pro forma software services and recurring revenue mix up to 72% from 66% and moves our pro forma recurring revenue mix up to 55% from 49%. Our intention with net proceeds is to pay down $1.1 billion of debt and allocate the rest to share buybacks. Third, the transaction de-risks a major aftermarket channel transition, which is currently underway in our ag business. While we feel we are on track with the transition, the joint venture with AGCO creates a partnership with a major global OEM, thereby de-risking the ongoing channel conversion, in part through access to AGCO's network of over 5,000 dealer locations. Finally, through our JV ownership stake and ongoing supply partnership with AGCO, we have a path to benefit on an ongoing basis from the application of Trimble technology to the ag sector.
With that, I'll turn things over to David to take you through the financial details.
Thanks, Rob. I'd like to turn now to Slide 6. The partnership with AGCO that we are announcing today creates a number of value streams for Trimble shareholders. We estimate the total value of those streams to be approximately $3 billion. This value estimate includes the $2 billion AGCO would pay upfront, plus the present value of our 15% stake in the JV going forward, and the ongoing profit streams we project from our product supply and Positioning Services relationships. Both Trimble and AGCO will contribute businesses into the new joint venture. Trimble will contribute our existing precision agriculture business, excluding the GNSS and guidance technologies, which will be supplied or licensed to the JV under separate agreements. AGCO will contribute their JCA Technologies autonomy business. Note that there is a put/call structure in place, actionable after year 5 of the JV relationship.
It is our shared hope and expectation that the partnership with AGCO will endure well into the future. Separate and apart from our ownership in the joint venture, we will supply GNSS and guidance technologies under the Product Supply Agreement, which has a 7-year term and can be renewed, and a Technology Transfer Agreement, which has a 20-year term. Note also that our recurring revenue Positioning Services business will remain within Trimble and with the JV serving as a market channel to the agriculture end markets for these services. We anticipate that we will grow our Positioning Services business as a result of this transaction.
To put some perspective on the size of the business Trimble is contributing to the JV, we currently estimate that our Trimble Precision Ag business, excluding positioning services, will have revenue in 2023 of approximately $535 million, with EBITDA of approximately $185 million as part of Trimble. We estimate that on a pro forma basis, Trimble's 2023 equity income from our share of the joint venture profit would be approximately $25 million, while our supply agreement with the JV would generate 2023 pro forma EBITDA of approximately $15 million. JV profits are expected to double over the first five years of the venture, and our expected profits from the supply agreement are expected to grow at a rate at or above the rate of JV income.
I will note here that there are several pages in the appendix of this presentation that go into a bit more detail on the pro forma financials of the transaction. The transaction is subject to normal conditions, including regulatory review, and we expect to close the deal in the first half of next year. Turning now to Slide 7. Our partners from AGCO presented the core of this graphic earlier today. On the left side of the page, you can see the offerings contributed into the JV by the partners. We at Trimble are contributing to the JV, the products and technologies which have primary or exclusive relevance to agriculture end markets, while AGCO is contributing their JCA autonomy business.
On the right side of the page, you can see that there are three sets of agreements which provide Trimble with ongoing sources of value post the close of the transaction. Under the joint venture agreement, Trimble will continue to accrue benefits from our 15% ownership of the JV. Our supply and technology transfer agreements set the terms under which Trimble will provide GNSS and guidance technologies to the JV. Finally, the parties have agreed to enter into an arrangement under which the JV will serve as a channel partner for the sale of Trimble's positioning services recurring business to customers across the agriculture sector. Turning now to Slide 8. Our estimate of the total value of the transaction to Trimble can be broken down into 4 components. $2 billion comes from the upfront consideration at close.
We estimate that our 15% remaining interest in the JV has value over $350 million, in part driven by synergies, which we and AGCO are expecting to generate. The supply and technology transfer agreements also represent a significant source of value for Trimble. Supply, supply agreement profits are estimated to grow meaningfully over time. The final incremental value stream comes from forecasted growth of our positioning services recurring revenue business. As part of our new partnership, AGCO and Trimble will work together to expand the presence of Trimble positioning services across both the AGCO factory fit and aftermarket channels. Combining all these streams, we estimate the value in total is approximately $3 billion or over 16 times 2023 EBITDA for our precision ag business. Turning now to Slide 9. The transaction will strengthen Trimble from a financial perspective in a number of important ways.
This chart shows in the left column, the Trimble business as we are today. The right side of this page shows Trimble on a 2023 pro forma basis after the impact of the transaction. From a segment perspective, the majority of the revenues from our existing Resources and Utilities segment will go into the JV, and this segment will represent less than 10% of our business going forward. In the appendix of this document, we have provided you with some detail into the components of the Resources and Utilities segment. Software, services, and recurring revenue make up 72% of our pro forma 2023 revenue, up 600 basis points from the status quo. Recurring revenue makes up 55% of pro forma revenue, also up 600 basis points.
Our EBITDA margins will be slightly lower on a pro forma basis, reflecting the margin profile of our ag business. From a balance sheet perspective, we will have a much stronger capital structure after the transaction. We anticipate using all of the proceeds, net of taxes and fees, or just over $1.5 billion, on a combination of debt paydown and share repurchase. We plan to pay down the $1.1 billion of outstanding bank debt from the Transporeon acquisition, bringing our net leverage to under 2x EBITDA post-close. We expect that the remaining proceeds will be used for share repurchase. Rob, I will turn it back to you to close out and start the Q&A.
Thanks, David. Let's close with a summary on page 10. The transformational venture we are announcing today represents exciting news for farmers, for our dealers, for our people, and for our shareholders. We are combining our resources with those of AGCO to accelerate the adoption of advanced technology to farmers in a mixed fleet environment. The transaction provides $2 billion of upfront proceeds to Trimble and $3 billion of value through ongoing and compelling profit streams. Looking forward, we have de-risked our aftermarket channel rebuild through partnership, and we will have simplified our connected scale strategy in the process, netting us a portfolio with a higher mix of recurring software revenues. Finally, from a capital allocation standpoint, we plan to de-lever the balance sheet by paying down $1.1 billion of debt, returning the remaining proceeds to shareholders through buyback.
With that, operator, let's open it up for questions.
At this time, I'd like to remind everyone, in order to ask a question, press star one on your telephone keypad. Your first question will come from the line of Kristen Owen with Oppenheimer. Please go ahead.
Hi, good afternoon. Congratulations on the announcement today. If I could start with just the bridge that you've provided on Slide nine, and helping us unpack sort of the supply agreement and the transfer license versus the positioning services. Just a little bit more context there, 'cause I'm not sure I understand fully what's involved in that bridge.
Sure. Hey, Kristen, it's David. There's 4 sources of value. Obviously, the easiest one to quantify is the $2 billion upfront. The other three are, first, our value of the 15% of the joint venture, and I think you can think of that in two pieces. There's the value at its current price, at what we've traded the 85%, and that 15% stake will also benefit from the synergies, which Eric described in the AGCO call. And a lot of that has to do with Trimble technology gaining share in the AGCO fleet, in the AGCO aftermarket. So that's the 15% stake. The second piece of value is the supply agreement.
So while we've sold the ag-specific IP and technology, it into the joint venture, we're retaining the core GNSS and navigation technologies, and we will sell that on an ongoing basis under a supply agreement. And what we sell will... There's a base level, and that will further increase with the synergies that Eric spoke about. And then, the final value stream is the positioning services. So the Trimble positioning service business will remain within Trimble. The joint venture will act as an agent and will receive commissions. But as the hardware business, guidance hardware business grows, the correction or position service revenue grows, and that's a highly profitable business for us. So each of those components combine together to generate the $1 billion of present value above the upfront consideration.
Okay. That, that is super helpful, and if I can just ask one quick clarification there. The 55% of pro forma recurring revenue that you're showing on Slide 9, that would include that correction services recurring revenue?
Yes. That's correct. Yes, it does.
Okay, great. My last question here, before I turn it over, is just about the EBITDA margin of the overall business. How we should think about sort of your reallocation of R&D into building out, whether that's in construction and infrastructure or in the Transportation business, just how you intend to reallocate those dollars? Thank you.
Kristen, this is Rob. I'd say from a reallocation of R&D, I would say no, no fundamental changes abound. You know, you can see the strategy of Trimble remains the same. It's a connect and scale strategy. We're building industry cloud platforms, doing work that connects the physical and digital worlds. That investment, that we've been putting into our digital transformation, we continue down that path. And, you know, as you've seen from the numbers that we've been posting in the ARR side of Trimble, we closed out last quarter at $1.88 billion, up 14% organically, and we guided to $2 billion by the end of the year. So we'll stay the course.
Great. Thank you so much.
You're welcome.
Your next question comes from the line of Rob Wertheimer with Melius Research. Please go ahead.
Hey, good morning, everybody. Again, congratulations on the transaction. Looks kind of fascinating strategically. I had a kind of a narrow question, the supply agreement and the $15 million of adjusted EBITDA, and then maybe a broader picture, one on the same topic. Could you remind us, is that $15 million all incremental? I think you may have some first fit on Fendt tractors here and there. I don't know if you're expanding immediately, your access into AGCO platforms. That's the narrow question. And then the broader question is one of just...
You know, I, I guess it's probably where the value is gonna sit in the JV, but you, and, and I guess Deere and not very many others, have the ability to kind of gather data, and with precision measurements and so forth, really deliver a lot to farmers in terms of decisions they can make on, you know, precision planting, crop treatment, et cetera. Would most value, as it comes to fruition in the future, be embedded in the JV, or do you keep any of that through your ownership of positioning? If that makes sense to you. Thanks.
Hey, Rob, it's David. I'll answer your narrow question and give the big one to, to Rob. Answer is no. The $15 million doesn't reflect any synergies. That's a 2023 pro forma basis, so that's how much of the profit within the projected Trimble Ag business would be retained through the supply agreement. The synergies that that Eric and Rob discussed in the prior call would be on top of that. Go.
Hey, on the broader question of where the value opportunity over time is, I think this is a pretty profound opportunity to deliver value to farmers by these businesses coming together in this joint venture. You know, when we map the crop life cycle, when we map the complementary capabilities that the business has, and in doing so across the mixed fleet and on a global basis, I think this is singularly unique in the industry, and therein lies a data opportunity. It's very consistent with the way we would talk about Buildings and Infrastructure and the way we would talk about the transportation business. It truly is an example of better together with these businesses.
And then, as it relates to actually monetizing it and supporting it, hey, we're a co-owner of this joint venture, and I'm very motivated for the success of this joint venture, and so I'm very much open and committed to leveraging the broader sphere of relationships and partnerships we have across the Trimble ecosystem for the benefit of this venture. I would say the way to think about the primary monetization would be through the form of the JV itself. Having said that, I can imagine scenarios where we can get cost leverage as we work with partners throughout Trimble, and if we can apply you know some of that work to this. Inevitably, there's learnings that can cut across all of the company.
Think about the primary aspect of it monetizing through the JV.
Okay, perfect. Thank you very much.
Thanks, Rob.
Your next question comes from the line of Jonathan Ho with William Blair. Please go ahead.
Hi, good morning, and congratulations on the transaction. I guess my first question is, you know, why the decision to have 15% of the JV versus a more even share? And is there any sort of additional detail you can provide on that put call arrangement?
Hey, Jonathan, good morning. This is Rob here. I'll start. In terms of keeping the, or let's say, getting to the 15%, we worked on this for a long time, and one of the things to keep in mind outside of the JV context itself is that we've retained intellectual property in our GNSS technologies that will then have an arm's length sale agreement through that supply agreement to the joint venture. So that's one nuance that set a certain context for us. In the AGCO call earlier today, they talked about the opportunity for the joint venture to increase the level of penetration of our technology onto the factory fit equipment, as well as to increase the share that goes into the aftermarket.
It also provides a context and an opportunity to work with their to work with their channel. And so when we put all those pieces together and look at the context of it, and look at the needs and opportunities they have for their business, and the needs and opportunities we have for our business, we ended up at this construct of the 15%. And I'm very motivated to have this construct with the ownership as it is, because I believe so much in what we're doing together in this business, and I'd like our shareholders to have some upside for that along the way. David, do you want to take the put call?
Sure. Hey, Jonathan. The put call arrangement provides for AGCO if they want to buy our 15% or us to sell our share to AGCO if we want to, and it's at a predetermined earnings multiple that's comparable to the way the transaction was valued from the start. The one thing, Jonathan, I'll point out, is that the supply agreement and the joint venture and the put call are not linked, so it is our shared expectation that the supply agreement will endure. In fact, the supply agreement is a seven-year agreement that I think both parties hope and expect will renew. So the supply agreement will extend even after the joint venture if the put call is implemented.
Hey, Jonathan, one other piece of context-
Oh
if I could put on that for you, is the following: when we look at what this transaction, what this partnership does for us, it creates three things for us. It creates simplification in our business, it de-risks our aftermarket rebuild, and it enhances the financial profile of the company, and those were three important factors for us that netted to that ownership position.
Excellent. Excellent. Just as a follow-up on, on your second point, you know, from a focus perspective, can you talk a little bit about the benefit of being able to simplify, connect, and scale? And, you know, what does that allow you to do now that, now that you have this, this JV in place? Thank you.
I think about it from a capital allocation perspective. When I think about capital allocation, I think about time, I think about people, and I think about I think about money. If we take time, I think about management, leadership and management bandwidth at Trimble, by definition, is now incrementally more focused on the remainder of the business. I'd say by definition, that we are, again, a part owner of the business going forward, but I think that can speak for itself, the time aspect of it. If I look at the financials of it, you know, I think the pro forma financials we provided speak for themselves, as we move increasingly towards software mix pro forma 72% and recurring revenue, 55%. When I think about capital...
When I think about capital that we put to work, and that can happen either through a build or through a buy, in other words, organic or inorganic. Certainly from an inorganic perspective, when we're back to looking at acquisitions, it's easier to put that to work in a smaller set of a portfolio. So I think all that creates more focus for us. Put that on top of an enhanced financial profile, and we think it's attractive for our shareholders, as well as our ability to execute well on the strategy.
Great. Thank you.
Your next question comes from the line of Jerry Revich with Goldman Sachs. Please go ahead.
Yes, hi. Good afternoon and congratulations.
Thanks, Jerry.
Rob, I'm wondering, as you folks look at the pie charts that you laid out on Slide 9 here, and looking at the software recurring revenue makes, you know, far different story today versus 5 years ago. Are we at the point where it's gonna be a more gradual transition from here, or do you see opportunities from capital deployment and elsewhere for continued significant move higher towards software services and recurring, you know, beyond just the gradual math of mid-teens growth in that part of the portfolio versus lower growth in hardware?
Sure. Thanks, Jerry. Thanks for the question. We'll split that into organic and inorganic on the profile. Organically alone, I would expect the software portion of the portfolio, as well as the recurring to naturally grow, which is to say that the software has been growing faster than the hardware businesses for many years now. And let's even map. You know, we can map this, trace this conversation going back a decade, and it's really just a fundamental shift in the profile of our business. The level of visibility we have forward now into our business is, you know, better than it's ever been.
The durability of these revenue streams, we feel very, we feel very strong about the asset-like nature of these revenue streams we feel good about. And let me take an opportunity here for our investors and anyone else, listening to say, we remain committed to the hardware businesses that we have at Trimble, because that is helping us uniquely connect the physical and the digital worlds. And we see through those hardware businesses that we are increasingly moving to recurring elements within those solution offerings. So not only do I see increased organic levels of growth changing this mix, forward, I see the model shifts that we're progressing on in the hardware businesses being additive, to that as well.
And then, if that was a waterfall, the last piece of that waterfall would turn to the inorganic side of the house, and certainly the profile of the acquisitions we've done in the last few years have tilted towards a software nature, helping us complement the life cycle set of solutions we're building out across the industry. So add them together, and I think that provides a positive catalyst forward. We've already seen and demonstrated this year the gross margin improvement. That's a structural change in the company. I would expect to see that move in the right direction for us, all of which then can provide us a basis on a long-term basis for that operating leverage.
You know, given the focus after deleveraging on stock buyback, is it fair to say there's not a ton in the pipeline that fits what you're looking for? Or, do you want to expand on that part of the capital allocation decision, if you don't mind?
Sure, happy to do that, Jerry. Yeah, so to reinforce the point, we're going to pay down the $1.1 billion of debt upon closing, and then we anticipate putting the remainder towards buyback. As we all know, our business produces cash flow. We run negative working capital. We run between 1%-2% of revenue and CapEx, so we can produce free cash flow, and that free cash flow we produce gives us additional optionality of how to use those proceeds for the business.
We believe that if there are smaller opportunities that are actionable and available and that make sense strategically, that we have the ability to fund that through ongoing free cash flow, separate from, you know, the net proceeds that we talked about, which, you know, we've committed to the direction that we wanna go with that. In terms of more, I'd say, on a sort of, call it, medium or long-term basis, we continue to think a lot about putting capital to work now on an inorganic basis, and we have a pipeline, and we pay attention and stay close to the market.
If I were to give you a sector where we would be more likely, or an industry where we'd be more likely to put that towards, it would be, not surprisingly, in the construction space, and we would look for assets that are very complementary to what we're doing in the Trimble Construction One offering. But our first priority is to delever, and so we won't compromise that. And we believe that we can do both here, is position ourselves to continue to delever, do the buyback, and then be poised to put capital to work when and where it makes sense.
Terrific. Thanks.
Your next question will come from the line of . Please go ahead.
Hi, thank you so much for taking my questions. My first question is, I wanted to get a little more color on the supply agreement revenues. Is that going to be a mix of, let's say, a fixed fee every year and then a variable on top of that? Or will it be all variable based on, the number of units or equipment sold, or number of acres the services are used on? So any color there?
Yeah. Hey, Tami, it's David. The supply agreement, we will be selling GNSS and guidance technology, and we'll sell it at a per unit price. So yeah, it's not fixed or per acre. It's a traditional agreement where we're acting as a supplier to the joint venture of core Trimble positioning and navigation technology.
Got it. Thank you so much, David. So my second question is: Can you give some color on the growth and margin profile of the remaining parts of the RNU segment business? I think prior to this, at the last Analyst Day, you expected CAGR of mid-single digits for that segment until 2027. How does that outlook change post this JV?
Hey, Tami, this is Rob. Thanks for the question. I'll give you a couple pieces of perspective, and David can add to it if I miss something. Two things: One, I'll take an opportunity to comment that, you know, we're gonna need and want to re-segment the company, the reporting segments, on the other side of this transaction, and we'll come to that next year as we get closer. It just wouldn't make sense. RNU would now be too small of a segment on an ongoing basis. In terms of what's left and what remains in that reporting segment, if we exclude agriculture, there's three primary activities and businesses we have in there.
We have a positioning services business, which we talk about a lot. We have a forestry software business, and we have a utility software business. Those three businesses are all software businesses, so they have a growth, they have a growth rate that I'd say is just I'd say right about at that that we'd put forward at that at that same level. So I wouldn't anticipate a let's say guiding a lower or higher growth rate for those set of software businesses, at least in the midterm, I wouldn't. And I can tell you, though, that the software profile of those remaining are almost 100% software. So probably a couple things that are worth knowing about what remains in the segment before we then undertake a resegmentation exercise.
How about the margin of that business?
Yeah. So, hey, Tammy, just for. You probably noticed this, page 14 of our presentation breaks out the RNU segment in a more granular level than we've done before. So at the risk of repeating a little bit what Rob says, the precision ag business, which is now in the joint venture, is $535 million, so with the total segment of about $790. The rest is roughly evenly split between our positioning services business and the Forestry and Utilities business, which includes the Cityworks acquisition that you're aware of. So, and obviously, we're gonna keep the supply arrangement, and we will make margin on that. So I'll talk a little bit about the margins on the pieces.
So the supply agreement, if you look at the math we've given you, we have revenue of $65 million and EBITDA of $15 million. That's a little over 20% margin. It is our intent and plan to grow that. We will benefit from the volume leverage with the synergies that Eric and Rob have talked about. We've also got our existing cost base fully loaded against the supply agreement, and we will look to grow into or, and/or reduce the cost that go with the supply agreement. So the, you know, 21%-22% profit on the supply agreement, it is our plan that that will grow meaningfully over time. The balances of the business, the positioning services business is very high margin, high growth. That's an ARR business.
And then, forestry and utilities are at or comparable to the total Trimble on a margin basis. So hopefully that gets you the pieces you need.
It does. Thank you so much, Rob and David.
Your next question comes from the line of Rob Mason with Baird. Please go ahead.
Yes. Thanks for the question, and congratulations on the agreement. I wanted to ask about, is there anything to be mindful of from a dissynergies standpoint? Normally, you think about maybe under absorption in a situation like this, but a fair amount of headcount also transitions over. Is there any backfilling that you would need-
Yeah
to address as well?
Good and fair question, Rob. Hey, so out the gate and for a meaningful period of time, we will have an important transition services agreement, where Trimble will support the joint venture, and we will, we will be able to leverage and reduce the, the stranded cost that we would otherwise have. That gives the joint venture time to figure out what resources it needs, and it gives us time to plan for the businesses as and when they more completely separate. In the meantime, in the interim period, the level of stranded cost is relatively low. It's not zero, but it's reflected in the numbers we've given.
Understood. And then just as a follow-up as well, the, you know, the projection around low single-digit % EPS dilution in the near term, just around your capital allocation or reallocation strategy, are you assuming just the proceeds post-debt deleveraging applied to buyback, or is there any residual free cash flow that you're applying there as well?
Yeah. So the dilution math we've given you presumes... Obviously, we have the EBITDA profile that the business generates, including our share of the 15% share of the joint venture's interest. We have lower interest costs because we repay all of the pre-payable bank debt, and we use the balance for share repurchase. We can look at our ongoing plans for incremental share repurchase beyond that. As Rob said, we're still focused on inorganic growth. I think that's a decision and trade-off we and the board can make. But the sort of pretty clear direction now is to use all of the proceeds at close to debt paydown and share repurchase, and we haven't really staked anything beyond that.
Understood. Thank you.
Your next question comes from the line of Jason Celino with KeyBanc Capital Markets. Please go ahead.
Hey, Rob. Hey, David. Just one question for me. I know another couple questions have been, you know, touching on this, but maybe I'll just ask it more plainly. You know, with your connected scale strategy in the past, you've talked about seeing the fruits of that in the ARR and acceleration that might be driven from it. But since this JV doesn't really affect ARR, you know, how would you tell investors to measure the long-term success? Thanks.
Hey, Jason. I'll just say that this joint venture does facilitate the growth of our ARR. That's part of the model. It's one of the sources of the incremental $1 billion above the above the $2 billion upfront. A really exciting part of this potential partnership is the ability to grow our recurring positioning services business. So, we're really excited about that. Then I'll turn to Rob for the bigger context question. Hey, Jason, if I understand you right, and I appreciate the question, as I understand your question anyway, I think about the—I'll call it the bigger valuation framework and the ARR portfolio that we have. I think about it actually pretty simply.
We believe we can exit the year with over $2 billion of ARR, with net retention over 100%—well over 100%, negative working capital, low CapEx, mid-twenties EBITDA, growing double-digit organically, with a story that has become incrementally simpler, de-risked. I ask the question, what is that worth to our, our shareholders?
Perfect. Perfect. Good leading question. So I guess we'll, we'll find out. Thanks.
All right. Thanks, Jason. Your next question comes from the line of Miguel Marks with Bernstein. Please go ahead.
Thanks, guys. Good afternoon, everyone. I'm sitting in for Chad Dillard this morning. Rob and David, just one question for me. How do you plan on rationalizing your distribution footprint going forward?
Do you mean relative to agriculture, or do you mean relative to Trimble?
Both, in terms of context, if that would be helpful.
Well, on the agriculture side, one of the most compelling aspects of doing the joint venture with AGCO is the ability to combine our capabilities. You know, we already have, I'd say, a rich and deep footprint in the agriculture market, and it's a footprint that's undergoing a transition. So the ability to have the partnership with AGCO in two respects is quite important and quite valuable, I think. And Eric and I certainly agree to this, and he talked about it as well on his call. One, you have the OEM channel itself, the dealers themselves through the various AGCO brands. And then the second, if you look at their AGCO's Precision Ag capabilities, Precision Planting, in particular, has been really a terrific business for AGCO and for the market.
Just really outstanding acquisition that they did a few years ago, and they've done a terrific job running that business and growing that business, and that is just super complementary to the footprint that we have. And so we think when you put these capabilities together, not only do we think we give farmers a better answer and a better outcome and better output and a broader, better reach to a set of technology. In doing so, you create a better business for the dealers. And those dealers that sit, say, between us and the farmers. And that's actually very important consideration that we've all had on this journey as well, to get to this point, is the importance of that.
When I look at the rest of the Trimble in our distribution footprint, you know, we see we have connections that exist between multiple dealers. Which is to say, as an example, we have some of our dealers who work in the agriculture business, who also are geospatial or surveying partners, and we'll continue to be motivated to support that. So there are areas where we have, say, overlap across verticals that we serve with the distribution footprint, and we view that as a good thing and something that we can leverage on an ongoing basis. I think you'll increasingly see us...
Well, I want to reinforce first that we're committed to our distribution partners, and the second thing I want to reinforce is that I think you'll increasingly see us look at our our partners in a more holistic sense. Because what we see our customers, and I'll take construction as an example, they are asking us to deliver the full portfolio of of what we have. I think the Department of Transportation tends to be a good example. They use both survey technologies and construction, machine control technologies and software capabilities. And so they're looking for us to be able to bring all of that and make it simpler for them to work with us. Thus, the scale part is connect and connect and scale. So I hope that helps with the color on them.
Your next question will come from the line of Josh Tilton with Wolfe Research. Please go ahead.
Hey, guys. Thanks for taking my question, and congrats on the deal. I think this was also kind of touched on a little bit, so similar to Jason's preamble, I just kinda want to ask the question a little bit more directly. Is the plan going forward just to kind of divest more of these hardware businesses and maybe use some of the proceeds to buy more software-based businesses? Like, how should we think about how you're, you know, thinking about hardware versus software acquisitions and divestitures going forward?
Hey, Josh, this is Rob. I'll let me answer the question. The short answer is no, exclamation point. Don't take that as a signal of what we will or won't do with the businesses going forward. Our mission is to transform the way the world works. Our strategy is to deliver products and services that connect the physical and digital worlds. In construction, we manage $1 trillion construction programs that are touching the physical and digital. That connects work in the office and work in the field. That's connecting the hardware and software of Trimble. Think about an IoT, industrial IoT context. We are uniquely positioned to be able to do that.
If there was another way to think about it, I would call that owning the rails, that ability to connect that work in the office and field is something that is so unique to Trimble. We don't wanna lose that. We're not here to financially engineer a way to a portfolio of a certain percentage. We're here to transform the industries, and we think this is the best way to do it. And, oh, by the way, it comes with an enhanced profile through the joint venture that we're doing. Enhanced financial profile is the outcome of that, and certainly simplifying and de-risking as we've reinforced. And I appreciate you asking the question 'cause I really do wanna reinforce that, we're committed to the work we do in these industries.
I gave you the construction example, and I could give a similar example in transportation of that connectivity, that we'll continue to be committed putting forward, and we think that is what gives us a unique competitive advantage in our served markets.
Super helpful. Makes sense. Thank you.
Josh.
I'll now hand the call back to Michael Leyba for any closing comments.
Thank you, everyone, for joining us on the call. We look forward to talking to you again soon.
Ladies and gentlemen, that will conclude today's call. We thank you all for joining, and you may now disconnect.