SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported)
August
13, 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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EXPLANATORY
NOTE
This
Amendment No. 1 to Form 8-K (the “Amendment”) is being filed to amend Item 9.01
of the Current Report on Form 8-K filed by Autodesk, Inc. (the “Company”) on
August 13, 2009 (the “Original Filing”). This amendment (i) furnishes the
Company’s prepared remarks dated as of August 13, 2009, as Exhibit 99.2 (rather
than as part of Exhibit 99.1, as included in the Original Filing), and (ii)
corrects the “Deferred Maintenance Revenue Balance” line item in the “QTR 2” and
“YTD 2010” columns of the Fiscal Year 2010 Other Supplemental Financial
Information sheets from $453M to $444M (note that overall deferred revenue
balance of $502M is correct and did not change in the Amendment). In all other
respects, the information contained in the Original Filing remains unchanged and
is being provided in the Amendment for convenience only.
Item 2.02.
Results of Operations and Financial Condition.
On August
13, 2009, Autodesk, Inc. (“Autodesk” or the “Company”) issued a press release
and prepared remarks reporting financial results for the second quarter ended
July 31, 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, including in-process research and
development, (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 and in-process research and development
expenses. Autodesk incurs
amortization of acquisition-related purchased intangible assets and charges related to in-process
research and development, 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. 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
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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99.1
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Press
release dated as of August 13, 2009, entitled “Autodesk Reports Second
Quarter fiscal 2010 Financial
Results.”
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99.2
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Prepared
Remarks dated as of August 13,
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: |
/s/ Mark J.
Hawkins
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Mark
J. Hawkins
Executive
Vice President and Chief Financial
Officer
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Date: August
17, 2009
EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Press
release dated as of August 13, 2009, entitled “Autodesk Reports Second
Quarter fiscal 2010 Financial
Results.”
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99.2
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Prepared
Remarks dated as of August 13,
2009.
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