Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported)
May 18,
2009
Autodesk,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-14338
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94-2819853
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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111
McInnis Parkway
San
Rafael, California 94903
(Address
of principal executive offices, including zip code)
(415)
507-5000
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.02.
Results of Operations and Financial Condition.
On
May 21, 2009, Autodesk, Inc. (“Autodesk” or the “Company”) issued a press
release and prepared remarks reporting financial results for the first quarter
ended April 30, 2009. The press release and prepared remarks are
furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and
are incorporated herein by reference.
These
exhibits shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Non-GAAP Financial
Measures
To
supplement Autodesk’s consolidated financial statements presented on a GAAP
basis, the press release and prepared remarks furnished herewith as
Exhibit 99.1 and Exhibit 99.2, respectively, provide investors with
certain non-GAAP measures, including but not limited to historical non-GAAP net
earnings and historical and future non-GAAP net earnings per diluted share. For
our internal budgeting and resource allocation process, Autodesk’s management
uses these non-GAAP measures that do not include: (a) the stock-based
compensation impact of SFAS 123R, (b) amortization of purchased
intangibles and purchases of technology, (c) goodwill impairment, (d)
establishment of a valuation allowance on certain net deferred tax assets,
(e) restructuring charges and (f) the income tax effects on the
difference between GAAP and non-GAAP costs and expenses. Autodesk’s management
uses these non-GAAP measures in making operating decisions because we believe
the measures provide meaningful supplemental information regarding Autodesk’s
earning potential. In addition, these non-GAAP financial measures facilitate
comparisons to our and our competitors’ historical results and operating
guidance.
As
described above, Autodesk excludes the following items from its non-GAAP
measures:
A. Stock compensation impact of
SFAS 123R. These expenses consist of expenses for employee
stock-based compensation under SFAS 123R. Autodesk excludes stock-based
compensation expenses from our non-GAAP measures primarily because they are
non-cash expenses and management finds it useful to exclude certain non-cash
charges to assess the appropriate level of various operating expenses to assist
in budgeting, planning and forecasting future periods.
B. Amortization of purchased
intangibles. Autodesk incurs amortization of acquisition-related
purchased intangible assets, primarily in connection with its acquisition of
certain businesses and technologies. The amortization of purchased intangibles
varies depending on the level of acquisition activity, and management finds it
useful to exclude these variable charges to assess the appropriate level of
various operating expenses to assist in budgeting, planning and forecasting
future periods.
C. Goodwill impairment. This is
a non-cash charge to write-down goodwill to fair value when there was an
indication that the asset was impaired. As explained above, management finds it
useful to exclude certain non-cash charges to assess the appropriate level of
various operating expenses to assist in budgeting, planning and forecasting
future periods.
D. Establishment of a valuation
allowance on certain net deferred tax assets. This is a non-cash charge
to record a valuation allowance on certain deferred tax assets due to a recent
change in California state tax law. As explained above, management finds it
useful to exclude certain non-cash charges to assess the appropriate level of
various expenses to assist in budgeting, planning and forecasting future
periods.
E. Restructuring charges. These
expenses are associated with realigning our business strategies based on current
economic conditions. In connection with these restructuring actions, we
recognize costs related to termination benefits for former employees whose
positions were eliminated, and the closure of facilities and cancelation of
certain contracts. We exclude these charges because these expenses are not
reflective of ongoing operating results in the current period.
F. Income tax effects. The
income tax effects that are excluded from the non-GAAP measures relate to the
tax impact on the difference between GAAP and non-GAAP costs and expenses,
primarily due to differences in the timing of when income tax benefits are
recognized for stock compensation and purchased intangibles for GAAP and
non-GAAP measures.
There are
limitations in using non-GAAP financial measures because the non-GAAP financial
measures are not prepared in accordance with generally accepted accounting
principles and may be different from non-GAAP financial measures used by other
companies. In addition, the non-GAAP financial measures are limited in value
because they exclude certain items that may have a material impact upon our
reported financial results. Management compensates for these limitations by
analyzing current and future results on a GAAP basis as well as a non-GAAP basis
and also by providing GAAP measures in our earnings release and prepared
remarks. The presentation of non-GAAP financial information is not meant to be
considered in isolation or as a substitute for the directly comparable financial
measures prepared in accordance with generally accepted accounting principles in
the United States. The non-GAAP financial measures are meant to supplement, and
be viewed in conjunction with, GAAP financial measures. Investors should review
the information regarding non-GAAP financial measures provided in our press
release and prepared remarks.
Item 2.05.
Costs Associated with Exit or Disposal Activities.
On
May 18, 2009, the Board of Directors of Autodesk approved a world-wide
restructuring plan that includes a reduction in force that will result in the
termination of approximately 6% of the Company’s workforce. The Company expects
to substantially complete the reduction in force by the end of its third quarter
of fiscal 2010 (ending October 31, 2009). In addition, by the end of its
fourth quarter of fiscal 2010 (ending January 31, 2010), the Company
intends to close all or certain portions of up to 32 of its leased facilities.
The Company is taking these actions in order to reduce costs, streamline
operations, and improve its cost structure in the current operating
environment.
The
Company anticipates incurring restructuring and impairment charges of $33
million to $40 million, of which, $20 million to $25 million would be for
one-time employee termination benefits and $13 million to $15 million would be
for facilities-related costs. Substantially all of these charges will be
expensed in the second quarter of fiscal 2010 (ending July 31, 2009), and
third quarter of fiscal 2010 (ending October 31, 2009). These charges would
result in cash payments of approximately $31 million to $38 million, consisting
of one-time employee termination and lease termination payments.
Item 2.06.
Material Impairments.
On
May 20, 2009, Autodesk concluded that it will be required to record an
impairment charge to reduce the carrying value of its goodwill in its Media and
Entertainment segment associated with the acquisition of Softimage in the fourth
quarter of fiscal 2009 (ended January 31, 2009), largely as a result of its
forecasted future cash flows from its Media and Entertainment segment. Autodesk
expects to record a material non-cash charge in the fiscal quarter ended
April 30, 2009 of $21 million.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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99.1
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Press
release dated as of May 21, 2009, entitled “Autodesk Reports First
Quarter Fiscal 2010 Financial Results.”
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99.2
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Prepared
Remarks dated as of May 21,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AUTODESK,
INC.
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By:
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/s/ Mark
J. Hawkins |
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Mark J.
Hawkins |
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Executive
Vice President and Chief Financial Officer
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Date: May 21,
2009
EXHIBIT
INDEX
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99.1
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Press
release dated as of May 21, 2009, entitled “Autodesk Reports First
Quarter Fiscal 2010 Financial Results.”
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99.2
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Prepared
Remarks dated as of May 21,
2009.
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