Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended April 30, 2002
OR
¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 0-14338
AUTODESK, INC.
(Exact name of registrant as
specified in its charter)
| Delaware |
94-2819853 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
111 McInnis Parkway San Rafael, California 94903
(Address of principal executive offices)
Telephone Number (415) 507-5000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes x No ¨
As of April 30, 2002, there were approximately 114.7 million shares of the Registrant’s Common Stock
outstanding.
Table of Contents
AUTODESK, INC.
| Page No. | ||||
| PART I. FINANCIAL INFORMATION | ||||
| Item 1. |
Condensed Consolidated Financial Statements: |
|||
| 3 | ||||
| 4 | ||||
| 5 | ||||
| 6 | ||||
| Item 2. |
10 | |||
| Item 3. |
19 | |||
| PART II. OTHER INFORMATION | ||||
| Item 1. |
19 | |||
| Item 6. |
19 | |||
| 19 | ||||
2
Table of Contents
PART I. FINANCIAL INFORMATION
AUTODESK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
| Three months ended April
30, |
||||||||
| 2002 |
2001 |
|||||||
| Net revenues |
$ |
229,327 |
|
$ |
245,740 |
| ||
| |
|
|
|
|
| |||
| Costs and expenses: |
||||||||
| Cost of revenues |
|
40,692 |
|
|
36,725 |
| ||
| Marketing and sales |
|
87,336 |
|
|
87,005 |
| ||
| Research and development |
|
45,207 |
|
|
46,159 |
| ||
| General and administrative |
|
33,159 |
|
|
33,943 |
| ||
| Amortization of goodwill and purchased intangibles |
|
203 |
|
|
5,307 |
| ||
| Restructuring and other |
|
1,542 |
|
|
— |
| ||
| |
|
|
|
|
| |||
| |
208,139 |
|
|
209,139 |
| |||
| |
|
|
|
|
| |||
| Income from operations |
|
21,188 |
|
|
36,601 |
| ||
| Interest and other income, net |
|
2,978 |
|
|
4,986 |
| ||
| |
|
|
|
|
| |||
| Income before income taxes |
|
24,166 |
|
|
41,587 |
| ||
| Provision for income taxes |
|
(6,525 |
) |
|
(12,476 |
) | ||
| Equity in net loss of affiliate |
|
— |
|
|
(1,211 |
) | ||
| |
|
|
|
|
| |||
| Net income |
$ |
17,641 |
|
$ |
27,900 |
| ||
| |
|
|
|
|
| |||
| Basic net income per share |
$ |
0.16 |
|
$ |
0.26 |
| ||
| |
|
|
|
|
| |||
| Diluted net income per share |
$ |
0.15 |
|
$ |
0.25 |
| ||
| |
|
|
|
|
| |||
| Shares used in computing basic net income per share |
|
113,258 |
|
|
108,066 |
| ||
| |
|
|
|
|
| |||
| Shares used in computing diluted net income per share |
|
118,402 |
|
|
111,373 |
| ||
| |
|
|
|
|
| |||
See accompanying notes.
3
Table of Contents
AUTODESK, INC.
(In thousands)
| April 30, 2002 |
January 31, 2002 |
|||||||
| (Unaudited) |
(Audited) |
|||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ |
122,167 |
|
$ |
136,781 |
| ||
| Marketable securities |
|
135,666 |
|
|
201,030 |
| ||
| Accounts receivable, net |
|
125,650 |
|
|
140,465 |
| ||
| Inventories |
|
16,995 |
|
|
17,999 |
| ||
| Deferred income taxes |
|
30,099 |
|
|
31,477 |
| ||
| Prepaid expenses and other current assets |
|
30,993 |
|
|
36,118 |
| ||
| |
|
|
|
|
| |||
| Total current assets |
|
461,570 |
|
|
563,870 |
| ||
| |
|
|
|
|
| |||
| Marketable securities |
|
165,128 |
|
|
166,800 |
| ||
| Computer equipment, software, furniture and leasehold improvements, at cost: |
||||||||
| Computer equipment, software and furniture |
|
207,679 |
|
|
200,568 |
| ||
| Leasehold improvements |
|
30,242 |
|
|
29,652 |
| ||
| Less accumulated depreciation |
|
(162,548 |
) |
|
(157,400 |
) | ||
| |
|
|
|
|
| |||
| Net computer equipment, software, furniture and leasehold improvements |
|
75,373 |
|
|
72,820 |
| ||
| Purchased technologies and capitalized software, net |
|
36,094 |
|
|
19,336 |
| ||
| Goodwill, net |
|
162,655 |
|
|
39,987 |
| ||
| Deferred income taxes |
|
18,499 |
|
|
29,459 |
| ||
| Other assets |
|
10,312 |
|
|
10,172 |
| ||
| |
|
|
|
|
| |||
| $ |
929,631 |
|
$ |
902,444 |
| |||
| |
|
|
|
|
| |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ |
47,449 |
|
$ |
53,769 |
| ||
| Accrued compensation |
|
37,425 |
|
|
57,540 |
| ||
| Accrued income taxes |
|
82,786 |
|
|
91,922 |
| ||
| Deferred revenues |
|
68,017 |
|
|
65,474 |
| ||
| Other accrued liabilities |
|
89,431 |
|
|
101,946 |
| ||
| |
|
|
|
|
| |||
| Total current liabilities |
|
325,108 |
|
|
370,651 |
| ||
| |
|
|
|
|
| |||
| Other liabilities |
|
2,584 |
|
|
2,479 |
| ||
| Commitments and contingencies |
||||||||
| Stockholders’ equity: |
||||||||
| Common stock and additional paid-in capital |
|
522,684 |
|
|
458,135 |
| ||
| Accumulated other comprehensive loss |
|
(18,596 |
) |
|
(19,972 |
) | ||
| Deferred compensation |
|
(5,045 |
) |
|
(713 |
) | ||
| Retained earnings |
|
102,896 |
|
|
91,864 |
| ||
| |
|
|
|
|
| |||
| Total stockholders’ equity |
|
601,939 |
|
|
529,314 |
| ||
| |
|
|
|
|
| |||
| $ |
929,631 |
|
$ |
902,444 |
| |||
| |
|
|
|
|
| |||
See accompanying notes.
4
Table of Contents
AUTODESK, INC.
(In thousands)
(Unaudited)
| Three months ended April
30, |
||||||||
| 2002 |
2001 |
|||||||
| Operating activities |
||||||||
| Net income |
$ |
17,641 |
|
$ |
27,900 |
| ||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
|
12,637 |
|
|
15,865 |
| ||
| Equity in net loss of affiliate |
|
— |
|
|
1,211 |
| ||
| Write-downs of cost method investments |
|
200 |
|
|
711 |
| ||
| Tax benefits from employee stock plans |
|
7,898 |
|
|
3,464 |
| ||
| Changes in operating assets and liabilities |
|
(23,172 |
) |
|
(6,074 |
) | ||
| |
|
|
|
|
| |||
| Net cash provided by operating activities |
|
15,204 |
|
|
43,077 |
| ||
| |
|
|
|
|
| |||
| Investing activities |
||||||||
| Net sales or maturities of marketable securities |
|
66,811 |
|
|
33,534 |
| ||
| Capital and other expenditures |
|
(9,901 |
) |
|
(13,179 |
) | ||
| Acquisitions, net of cash acquired |
|
(133,531 |
) |
|
— |
| ||
| Other investing activities |
|
(635 |
) |
|
(1,988 |
) | ||
| |
|
|
|
|
| |||
| Net cash (used in) provided by investing activities |
|
(77,256 |
) |
|
18,367 |
| ||
| |
|
|
|
|
| |||
| Financing activities |
||||||||
| Repayment of notes payable and borrowings |
|
— |
|
|
(4 |
) | ||
| Repurchases of common stock |
|
(9,996 |
) |
|
(68,290 |
) | ||
| Proceeds from issuance of common stock, net of issuance costs |
|
58,108 |
|
|
20,376 |
| ||
| Dividends paid |
|
(3,423 |
) |
|
(3,230 |
) | ||
| Minority interest |
|
— |
|
|
(754 |
) | ||
| |
|
|
|
|
| |||
| Net cash provided by (used in) financing activities |
|
44,689 |
|
|
(51,902 |
) | ||
| |
|
|
|
|
| |||
| Effect of exchange rate changes on cash and cash equivalents |
|
2,749 |
|
|
(2,945 |
) | ||
| |
|
|
|
|
| |||
| Net (decrease) increase in cash and cash equivalents |
|
(14,614 |
) |
|
6,597 |
| ||
| Cash and cash equivalents at beginning of year |
|
136,781 |
|
|
116,391 |
| ||
| |
|
|
|
|
| |||
| Cash and cash equivalents at end of period |
$ |
122,167 |
|
$ |
122,988 |
| ||
| |
|
|
|
|
| |||
| Supplemental cash flow information: |
||||||||
| Cash paid during the period for income taxes |
$ |
5,630 |
|
$ |
3,989 |
| ||
| |
|
|
|
|
| |||
See accompanying notes.
5
Table of Contents
AUTODESK, INC.
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting
only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. These statements should be read in conjunction with the
consolidated financial statements and related notes, together with management’s discussion and analysis of financial condition and results of operations, contained in Autodesk’s fiscal 2002 Annual Report on Form 10-K. The results of
operations for the three months ended April 30, 2002 are not necessarily indicative of the results for the entire fiscal year ending January 31, 2003.
2. Recent Accounting Pronouncements
During July 2001, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). This Statement requires, among other things, that goodwill not be amortized, but be
tested for impairment at least annually. Application of SFAS 142 was required immediately for business combinations completed after June 30, 2001; however, for transactions completed prior to this date, Autodesk adopted the provisions of SFAS 142 on
February 1, 2002. Had the provisions of SFAS 142 been in effect during the first quarter of fiscal 2002, Autodesk’s net income and diluted earnings per share would have been $31.4 million and $0.28 per share, respectively.
The provisions of SFAS 142 also require the completion of a transitional impairment test within six months of adoption, with
any impairments treated as a cumulative effect of change in accounting principle. During the quarter ended April 30, 2002, Autodesk completed the transitional impairment test, which did not result in an impairment of recorded goodwill.
During August 2001, the Financial Accounting Standards Board also issued Statement of Financial Accounting Standards No. 144,
“Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”). SFAS 144 was effective at the start of fiscal 2003 and supercedes Statement of Financial Accounting Standards No. 121, “Accounting for the
Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30 relating to the disposal of a segment of business. The adoption
of SFAS 144 did not have a material impact on Autodesk’s consolidated financial position, results of operations or cash flows.
3. Stock Split
On March 14, 2002, the Board of Directors authorized
a two-for-one stock split in the form of a stock dividend to stockholders of record as of April 4, 2002. All references in the condensed consolidated financial statements and notes thereto with respect to the number of shares and per share amounts
of Autodesk’s common stock have been restated to reflect the effect of the stock split.
4. Acquisition of
Revit Technology Corporation (“Revit”)
In April 2002, Autodesk acquired Revit for a $133.0 million
cash payment to the Revit shareholders, the assumption of unvested Revit stock options with a fair value of $5.4 million, a deferred tax liability of $10.1 million, direct transaction costs of $0.5 million and net assumed liabilities of $0.6
million for a total purchase consideration of $149.6 million. The acquisition provides us with complementary building information modeling technology that allows customers to treat the building design as a completely integrated system.
6
Table of Contents
AUTODESK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The acquisition was accounted for under the purchase method of accounting pursuant to Statement of Financial
Accounting Standards No. 141, “Business Combinations” (“SFAS 141”). Management’s allocation of the purchase consideration, which is based on valuations of acquired assets performed by a third party, is as follows (in
thousands).
| Fixed assets |
$ |
921 | |
| Developed technologies (3 year useful life) |
|
21,200 | |
| Deferred stock-based compensation |
|
4,784 | |
| Goodwill |
|
122,668 | |
| |
| ||
| $ |
149,573 | ||
| |
|
This allocation is preliminary and future refinements are possible
depending upon the continued need for valuation allowances, which were established for deferred tax assets that resulted from the acquisition.
The $122.7 million of goodwill, which is not deductible for tax purposes, was assigned to the Building Industry Division of Autodesk’s Design Solutions Segment. The goodwill is attributed to the
premium paid for potential next generation technology and the opportunity for enhanced revenue growth through the development and sale of integrated model based design applications for downstream use of modeling data.
As part of the acquisition, Autodesk granted Revit employees 0.3 million options in connection with the assumption of their outstanding
unvested options. The fair value of these options of $5.4 million was added to the purchase consideration. At April 30, 2002, the intrinsic value of the stock options, which relate to future services, totaled $4.6 million and is included in deferred
compensation within stockholders’ equity.
5. Inventories
Inventories consisted of the following:
| April 30, 2002 |
January 31, 2002 | |||||
| (In thousands) | ||||||
| Raw materials and finished goods |
$ |
14,472 |
$ |
14,511 | ||
| Demonstration inventory, net |
|
2,523 |
|
3,488 | ||
| |
|
|
| |||
| $ |
16,995 |
$ |
17,999 | |||
| |
|
|
| |||
Inventories are stated at the lower of standard cost (determined on
the first-in, first-out method) or market. Appropriate consideration is given to excess and obsolete inventory levels in evaluating lower of cost or market.
6. Net Income Per Share
The following is a reconciliation
of the numerators and denominators used in the basic and diluted net income per share amounts:
| Three months ended April
30, | ||||||
| 2002 |
2001 | |||||
| (In thousands) | ||||||
| Numerator: |
||||||
| Numerator for basic and diluted per share amount—net income |
$ |
17,641 |
$ |
27,900 | ||
| |
|
|
| |||
| Denominator: |
||||||
| Denominator for basic net income per share—weighted average shares |
|
113,258 |
|
108,066 | ||
| Effect of dilutive common stock options |
|
5,144 |
|
3,307 | ||
| |
|
|
| |||
| Denominator for dilutive net income per share |
|
118,402 |
|
111,373 | ||
| |
|
|
| |||
7
Table of Contents
AUTODESK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the three months ended April 30, 2002 and 2001, options to purchase 4.1 million and 9.5 million shares,
respectively, were excluded from the computation of diluted net income per share. These options were excluded because the options’ exercise prices were greater than the average market prices of Autodesk’s common stock during the respective
periods.
7. Comprehensive Income (Loss)
Autodesk’s total comprehensive income (loss) was as follows:
| Three months ended April
30, |
|||||||
| 2002 |
2001 |
||||||
| (In thousands) |
|||||||
| Net income |
$ |
17,641 |
$ |
27,900 |
| ||
| Other comprehensive income (loss), net |
|
1,376 |
|
(2,618 |
) | ||
| |
|
|
|
| |||
| Total comprehensive income |
$ |
19,017 |
$ |
25,282 |
| ||
| |
|
|
|
| |||
8. Segments
Autodesk’s operating results have been aggregated into two reportable segments: the Discreet Segment and the Design Solutions
Segment.
The Discreet Segment derives revenues from the sale of its products to creative professionals for a
variety of applications, including feature films, television programs, commercials, music and corporate videos, interactive game production, Web design and interactive Web streaming.
The Design Solutions Segment derives revenues from the sale of design software products for professionals or consumers who design, draft and diagram, and from the sale of
mapping and geographic information systems technology to public and private users. The Design Solutions Segment consists primarily of the following business divisions: Geographic Information Services; Building Industry Division; Manufacturing; and
the Platform Technology Group.
Both segments primarily distribute their respective products through authorized
dealers and distributors, and, in some cases, they also sell their products directly to end-users. Autodesk evaluates each segment’s performance on the basis of income from operations before income taxes. Autodesk currently does not separately
accumulate and report asset information by segment, other than for goodwill. Information concerning the operations of the reportable segments is as follows:
| Three months ended April
30, |
||||||||
| 2002 |
2001 |
|||||||
| (In thousands) |
||||||||
| Net revenues: |
||||||||
| Design Solutions |
$ |
193,893 |
|
$ |
196,632 |
| ||
| Discreet |
|
35,434 |
|
|
49,108 |
| ||
| |
|
|
|
|
| |||
| $ |
229,327 |
|
$ |
245,740 |
| |||
| |
|
|
|
|
| |||
| Income (loss) from operations: |
||||||||
| Design Solutions |
$ |
127,380 |
|
$ |
134,698 |
| ||
| Discreet |
|
(7,111 |
) |
|
8,383 |
| ||
| Unallocated amounts1 |
|
(99,081 |
) |
|
(106,480 |
) | ||
| |
|
|
|
|
| |||
| $ |
21,188 |
|
$ |
36,601 |
| |||
| |
|
|
|
|
| |||
1 |
Unallocated amounts are attributed primarily to other geographic costs and expenses that are managed outside the reportable segments.
|
8
Table of Contents
AUTODESK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Net revenues attributable to the major divisions within the Design Solutions Segment are as follows:
| Three months ended April
30, | ||||||
| 2002 |
2001 | |||||
| (In thousands) | ||||||
| Net revenues: |
||||||
| Geographic Information Systems |
$ |
27,145 |
$ |
21,420 | ||
| Building Industry Division |
|
21,807 |
|
17,724 | ||
| Manufacturing |
|
33,643 |
|
34,256 | ||
| Platform Technology Group and other |
|
111,298 |
|
123,232 | ||
| |
|
|
| |||
| $ |
193,893 |
$ |
196,632 | |||
| |
|
|
| |||
9. Restructuring and other charges
During fiscal 2002 Autodesk recognized $24.5 million related to restructuring charges. Of the $24.5 million, $19.2 million related to the
closure of several domestic and international offices and $5.3 million related to employee termination costs. Office closure costs included losses on operating leases and the write-off of leasehold improvements and equipment. Employee termination
costs associated with 164 staff reductions mostly in the United States consisted of wage continuation, advance notice pay and medical benefits. These restructuring activities were part of a formal plan that was approved by the Board of Directors and
were part of an effort to reduce operating expense levels.
During the first quarter of fiscal 2003, Autodesk
recognized an additional $1.5 million of restructuring charges as part of the formal plan approved during fiscal 2002. These charges related to the closure of certain European offices and include losses on operating leases and the write-off of
leasehold improvements and equipment.
The following table sets forth the restructuring activities during the
first quarter of fiscal 2003.
| Balance at February 1, 2002 |
Additions |
Charges Utilized |
Balance at April
30, 2002 | ||||||||||
| (in thousands) | |||||||||||||
| Office closure costs |
$ |
17,494 |
$ |
1,542 |
$ |
(1,397 |
) |
$ |
17,639 | ||||
| Employee termination costs |
|
4,508 |
|
— |
|
(2,031 |
) |
|
2,477 | ||||
| |
|
|
|
|
|
|
|
| |||||
| Total |
$ |
22,002 |
$ |
1,542 |
$ |
(3,428 |
) |
$ |
20,116 | ||||
| |
|
|
|
|
|
|
|
| |||||
10. Changes in Stockholders’ Equity
During the three months ended April 30, 2002 Autodesk repurchased and retired 0.4 million shares of its common stock at an
average repurchase price of $22.41 per share. As a result, common stock and additional paid-in capital and retained earnings were reduced by $6.8 million and $3.2 million, respectively.
In addition, during the three months ended April 30, 2002 Autodesk paid a cash dividend of $0.03 per common share reducing retained earnings by $3.4 million .
9
Table of Contents
The discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains trend analyses and other
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements consist of, among other things, statements regarding the allowance for bad
debts, level of product returns, restructuring activity, net revenues, revenue mix, costs and expenses, gross margins, and short-term and long-term cash requirements, as well as statements involving trend analyses and statements including such words
as “we believe” and similar expressions. These forward-looking statements are subject to business and economic risks. As such, our actual results could differ materially from those set forth in the forward-looking statements as a result of
the factors set forth elsewhere herein, including “Risk Factors Which May Impact Future Operating Results.”
Recent
Acquisition
On April 1, 2002, we acquired Revit Technology Corporation (“Revit”) for $133.0 million
in cash, $0.5 million of direct transaction costs, plus the assumption of unvested Revit stock options and net assumed liabilities, for a total purchase consideration of $149.6 million. The addition of Revit’s modeling technology complements
our existing family of building industry applications. This acquisition was accounted for as a purchase. Accordingly, Revit’s operating results since the date of acquisition, which were not material, have been included in the accompanying
Statement of Income for the first quarter of fiscal 2003.
Critical Accounting Policies
Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amount of assets, liabilities, net revenues, costs and expenses and related disclosures. We regularly evaluate our estimates
and assumptions. Actual results may differ from these estimates under different assumptions or conditions.
We
believe that of our significant accounting policies the following policies involve a high degree of judgment and complexity.
Revenue Recognition. Our accounting policies and practices are in compliance with Statement of Position 97-2, “Software Revenue Recognition,” as amended, and Staff Accounting Bulletin No. 101,
“Revenue Recognition in Financial Statements.”
We recognize revenue when persuasive evidence of
an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectibility is probable.
Based on whether the sale is product or service related, we recognize revenue as follows. Product sales are recognized at the time of shipment. Subscription, customer support and hosted service
revenues are recognized ratably over the contract periods. Customer consulting and training revenues are recognized as the services are performed.
Allowance for Bad Debts. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. No
single customer is significant to Autodesk, and as such, our exposure to uncollectible trade receivables is generally limited.
Estimated reserves are determined based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with specific problem accounts. While we believe
our existing reserve for doubtful accounts is adequate and proper, additional reserves may be required should the financial condition of our customers deteriorate or as unusual circumstances arise.
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Product Return Reserves. With the exception of contracts with certain distributors, our
sales contracts do not contain specific product-return privileges. However, we permit our distributors and resellers to return product in certain instances, generally when new product releases supercede older versions.
Historically, product returns as a percentage of revenues have ranged from two to six percent quarterly. The product return
reserves, which are recorded as a reduction of revenues, are based on estimated channel inventory levels and the timing of new product introductions and other factors. While we believe our accounting practice for establishing and monitoring product
returns reserves is proper, any adverse activity or unusual circumstances could result in an increase in reserve levels in the period in which such determinations are made.
Realizability of Long-Lived Assets. We review the realizability of our long-lived assets and related intangible assets annually or sooner
whenever events or changes in circumstances indicate the carrying values of such assets may not be recoverable. We consider some of the following factors important in deciding when to perform an impairment review: significant under-performance of a
business or product line relative to budget; shifts in business strategies, which impact the continued uses of the assets; significant negative industry or economic trends; and the results of past impairment reviews.
In assessing the recoverability of these long-lived assets, we first determine their fair values, which are based on assumptions regarding
the estimated future cash flows that could reasonably be generated by these assets. When assessing goodwill, we use discounted cash flow models, and when assessing all other long-lived assets, we use undiscounted cash flow models. Impairment
charges, if any, result in situations when the fair values of these assets are less than their carrying values. As changes in business conditions and our assumptions occur, we may be required to record impairment charges.
Deferred Tax Assets. We currently have $48.6 million of deferred tax assets, mostly arising from net
operating losses, reserves and timing differences for purchased technologies and capitalized software. We perform a quarterly assessment of the recoverability of these deferred tax assets, which is principally dependent upon our achievement of
projected future taxable income in specific geographies. Our judgments regarding future profitability may change due to future market conditions and other factors. These changes, if any, may require possible material adjustments to these deferred
tax assets, resulting in a reduction in net income in the period when such determinations are made.
Restructuring Expenses Associated with Office Closures. During the first quarter of fiscal 2003, we recorded restructuring charges of $1.5 million related to the consolidation of certain European
offices. These charges were based upon the projected rental payments through the remaining terms of the underlying operating leases.
During fiscal 2002, we recorded additional restructuring charges related to the consolidation of several U.S. and European offices based upon the projected rental payments through the remaining terms
of the underlying operating leases, offset by projected subleasing income. The projected subleasing income amounts were provided by third-party real estate brokers and were based on assumptions for each of the real estate markets where the leased
offices were located. Should real estate markets worsen and we are not able to sublease the properties as expected, we will record additional expenses in the quarterly period when such determinations are made. If the real estate markets subsequently
improve, and we are able to sublease the properties earlier or at more favorable rates than projected, we will reverse some of the underlying restructuring accruals, which will result in increased net income in the period when such determinations
are made.
Results of Operations
Net Revenues. Our net revenues for the first quarter of fiscal 2003 were $229.3 million as compared to $245.7 million in the same period last year. We had an increase of 7
percent in net revenues in the Americas. Net revenues in Asia/Pacific and Europe decreased 25 percent and 8 percent, respectively. The decrease in net revenues in the Asia/Pacific region was primarily due to weak economic conditions in the region.
Should these weak economic conditions continue, our net revenues in future periods would likely be adversely affected.
Net revenues for the Discreet Segment were $35.4 million in the first quarter of fiscal 2003 as compared to $49.1 million in the same period last year, as advanced system sales continued to be significantly affected by a
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slowdown in the media, advertising and entertainment sectors. Should this slowdown continue, the Discreet Segment’s net revenues in future
periods will be adversely affected.
Net revenues for the Design Solutions Segment were $193.9 million in the
first quarter of fiscal 2003 as compared to $196.6 million in the same period last year. The Design Solutions Segment consists primarily of the Geographic Information Services (“GIS”), Building Industry, Manufacturing and Platform
Technology divisions.
Net revenues from sales of GIS products increased to $27.1 million in the first quarter of
fiscal 2003 from $21.4 million in the same period last year. Net revenues from sales of Building Industry products increased to $21.8 million in the first quarter of fiscal 2003 from $17.7 million in the same period last year. These increases were
offset by lower net revenues from sales of Manufacturing products, which were $33.6 million in the first quarter of fiscal 2003 as compared to $34.3 million in the same period last year, and lower net revenues from sales of Platform Technology
products which were $111.3 million in the first quarter of fiscal 2003 compared to $123.2 million in the same period last year. While we maintain a strong portfolio of product offerings, the overall decrease in Design Solutions Segment revenues was
due to weak economic conditions in some of the countries where we do business, particularly in the Asia-Pacific region.
Although we have been reducing our dependence on AutoCAD, sales of AutoCAD and AutoCAD upgrades continue to be a significant portion of our net revenues. Such sales, which are reflected in the net revenues for the Platform Technology
division, accounted for approximately 25 percent of our consolidated net revenues in the first quarter of fiscal 2003 and 31 percent of our consolidated net revenues in the same period last year.
International sales accounted for approximately 64 percent of our net revenues in the first quarter of fiscal 2003 as compared to 69 percent in the same period last
year. We believe that international sales will continue to be a significant portion of total revenues. Many world economies are currently in the midst of economic slowdowns. Continued economic weakness in any of the countries which contribute a
significant portion of our net revenues would likely have a material adverse effect on our business.
The stronger
value of the U.S. dollar, relative to international currencies, had a negative impact on net revenues in the first quarter of fiscal 2003. Had exchange rates from the same period last year been in effect in the first quarter of fiscal 2003,
translated international revenue billed in local currencies would have been $4.6 million higher. Continued strength of the U.S. dollar would have a negative impact on net revenues in future periods.
Cost of Revenues. Cost of revenues includes the cost of hardware sold (mainly workstations manufactured by
Silicon Graphics), costs associated with transferring Autodesk’s software to electronic media, printing of user manuals and packaging materials, shipping and handling costs, royalties, amortization of purchased technology and capitalized
software, and cost of service contracts.
When expressed as a percentage of net revenues, cost of revenues was 18
percent in the first quarter of fiscal 2003 compared to 15 percent in the same period last year. The increase was due to higher material costs, as a result of product mix, higher software amortization costs and higher royalty expenses.
In the future, cost of revenues as a percentage of net revenues is likely to continue to be impacted by the mix of product
sales; increased consulting and hosted service costs; software amortization costs resulting from, among other things, the acquisition of Revit; royalty rates for licensed technology embedded in our products; and the geographic distribution of sales.
However, we expect future cost of revenues as a percentage of net revenues to remain within an historical range of 15 to 20 percent.
Marketing and Sales. Marketing and sales expenses include salaries, dealer and sales commissions, and travel and facility costs for our marketing, sales, dealer training and support personnel.
These expenses also include programs aimed at increasing revenues, such as advertising, trade shows, expositions and various sales and promotional programs designed for specific sales channels and end users.
In absolute dollars, marketing and sales expenses were $87.3 million during the first quarter of fiscal 2003 and $87.0 million in the
comparable period of the prior fiscal year. As a percentage of net revenues, marketing and
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sales expenses were 38 percent in the first quarter of fiscal 2003 and 35 percent in the same period last year. We continue to maintain strict
spending controls.
We expect to continue to invest in marketing and sales of our products, to develop market
opportunities and to promote our competitive position. Accordingly, we expect marketing and sales expenses to continue to be significant, both in absolute dollars and as a percentage of net revenues.
Research and Development. Research and development expenses consist primarily of salaries and benefits for
software engineers, contract development fees and depreciation of computer equipment used in software development. Research and development expenses were $45.2 million in the first quarter of fiscal 2003 compared to $46.2 million in the same period
last year. General reductions in spending were partially offset by higher employee related costs and efforts associated with our acquisitions.
We expect that research and development spending will continue to be significant in future periods as we continue to support product development efforts by our market groups.
General and Administrative. General and administrative expenses include our information systems, finance,
human resources, legal and other administrative operations.
In absolute dollars, general and
administrative expenses were $33.2 million in the first quarter of fiscal 2003 and $33.9 million in the same period last year. As a percentage of net revenues, general and administrative expenses were 14 percent in both the first quarter of fiscal
2003 and the same period last year. Higher employee-related costs were offset by lower professional fees and depreciation costs.
We currently expect that in future periods general and administrative expenses, as a percentage of net revenues, will remain generally consistent with the level experienced in the first quarter of fiscal 2003.
Amortization of goodwill and purchased intangibles. Amortization of goodwill and purchased
intangibles was $0.2 million in the first quarter of fiscal 2003 compared to $5.3 million in the same period last year. The significant decrease was due to the adoption of new accounting rules requiring the discontinuation of goodwill amortization.
For additional information, see Note 2, Recent Accounting Pronouncements, in the Notes to Condensed Consolidated Financial Statements.
Restructuring and other. During the first quarter of fiscal 2003 Autodesk recognized $1.5 million of restructuring charges related to the consolidation of certain European
offices. The restructuring costs, which were part of a formal plan approved by our Board of Directors during fiscal 2002, were in connection with our effort to reduce operating expense levels.
We may need to record additional restructuring charges in fiscal 2003 associated with previously abandoned offices. The reserves
established during fiscal 2002 were in part based on subleasing assumptions. Should we be unable to sublease the office spaces as expected, we will record additional expenses in the quarterly period when such determinations are made. Alternatively,
if the real estate markets subsequently improve, and we are able to sublease the properties earlier or at more favorable rates than projected, we will reverse some of the underlying restructuring accruals, which will result in increased net income
in the period when such determinations are made.
Interest and Other
Income. Interest and other income, which consists primarily of investment income and gains and losses on foreign currency transactions, was $3.0 million in the first quarter of fiscal 2003 compared to $5.0 million in the
same period last year. Investment income fluctuates based on average cash and marketable securities balances, average maturities and interest rates. The decrease in interest and other income between the first quarter of fiscal 2003 and 2002 was
primarily due to a trend of declining interest rates on the investment of cash and marketable securities balances.
Provision for income taxes. Our effective income tax rate was 27 percent in the first quarter of fiscal 2003 compared to 30 percent in the same period last year. Consistent with previous years, the
effective tax rate for the first quarter of fiscal 2003 is less than the federal statutory rate of 35 percent due to the benefits associated with
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our foreign earnings which are taxed at rates different from the federal statutory rate, research credits, and tax-exempt interest. The first
quarter of fiscal 2003 tax rate was lower than the same period last year due to a relatively higher impact of these permanent items and the adoption of new accounting rules that resulted in the discontinuation of goodwill amortization. For
additional information, see Note 2, Recent Accounting Pronouncements, in the Notes to Condensed Consolidated Financial Statements.
Our future effective tax rate may be impacted by the amount of benefits associated with our foreign earnings, which are taxed at rates different from the federal statutory rate, research credits, and tax-exempt interest.
Equity in net loss of affiliate. Prior to the acquisition of the remaining 60
percent interest in Buzzsaw.com, Inc. (“Buzzsaw”) in August 2001, we maintained a 40 percent equity interest in Buzzsaw. During the first quarter of fiscal 2002, we recognized equity in net losses of $1.2 million, representing our
proportionate share of Buzzsaw’s losses during that period.
Liquidity and Capital Resources
At April 30, 2002, our principal sources of liquidity were cash and marketable securities totaling $423.0 million, accounts
receivable of $125.7 million and a $75.0 million line of credit with a financial institution. Other than operating leases, we do not engage in off-balance sheet financing arrangements or any special purpose entities.
During the first quarter of fiscal 2003, we generated $15.2 million of cash from operating activities as compared to $43.1 million in the
same period last year. Cash flows from operating activities, together with the proceeds from the sale or maturity of marketable securities and stock issuances resulting from our employee stock plans, continue to be our principal means of generating
cash. During the first quarter of fiscal 2003, the cash generated from various sources was used to fund the repurchase of 0.4 million shares of our common stock for $10.0 million, a portion of the total purchase consideration for the
acquisition of Revit, capital and other expenditures of $9.9 million, and dividend payments totaling $3.4 million.
Between November 1999 and March 2001, the Board of Directors approved plans to repurchase up to 44.0 million shares of our common stock. Of these 44.0 million shares, 29.9 million have been repurchased as of April 30, 2002. The
purpose of the stock repurchase program is, among other things, to help offset the dilution to earnings per share caused by the issuance of stock under our employee stock plans.
We have a U.S. line of credit permitting short-term, unsecured borrowings of up to $75.0 million, which may be used from time to time for working capital or other business
needs. This credit facility contains restrictive covenants that, among other provisions, require us to maintain certain financial ratios. During the first quarter of fiscal 2003 and at April 30, 2002, we were in compliance with these restrictive
covenants. As of April 30, 2002, there were no borrowings outstanding under this agreement, which expires in January 2003.
We generally do not enter into binding purchase commitments. Principal commitments at April 30, 2002, consisted of obligations under operating leases for facilities and some computer equipment.
We believe our existing cash, cash equivalents, marketable securities, available line of credit and cash generated from operations will be
sufficient to satisfy our currently anticipated short-term and long-term cash requirements. Long-term cash requirements, other than normal operating expenses, are anticipated for the development of new software products and incremental product
offerings resulting from the enhancement of existing products; financing anticipated growth; dividend payments; the share repurchase programs; the acquisition of businesses, software products, or technologies complementary to our business; and
capital expenditures.
Our international operations are subject to currency fluctuations. To minimize the impact
of these fluctuations, we use foreign currency option contracts and forward contracts to hedge our exposure on anticipated transactions and forward contracts to hedge our exposure on firm commitments, primarily certain payables and receivables
denominated in foreign currencies. Our foreign currency instruments by policy have maturities of less than three months and settle before the end of each quarterly period. The principal currencies hedged
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during the first quarter of fiscal 2003 were the Euro, British pound, Canadian dollar and Japanese yen. We monitor our foreign exchange
exposures to ensure the overall effectiveness of our foreign currency hedge positions.
Risk Factors Which May Impact Future Operating
Results
We operate in a rapidly changing environment that involves a number of risks, many of which are
beyond our control. The following discussion highlights some of these risks and the possible impact of these factors on future results of operations. If any of the following risks actually occur, our business, financial condition or results of
operations may be adversely impacted, causing the trading price of our common stock to decline.
General
economic conditions may reduce our net revenues and harm our business.
As our business has grown, we have
become increasingly subject to the risks arising from adverse changes in domestic and global economic conditions. Because of the recent slowdown in the U.S. and other countries’ economies, many customers are delaying or reducing technology
purchases. If this slowdown continues, particularly in countries that contribute a significant portion of our net revenues, it may result in reductions in sales of our products, longer sales cycles, slower adoption of new technologies, and increased
price competition. In addition, weakness in the end-user market could negatively affect the cash flow of our distributors and resellers who could, in turn, delay paying their obligations to us, which would increase our credit risk exposure. Any of
these events would likely harm our business, results of operations and financial condition.
Our operating
results fluctuate within each quarter and from quarter to quarter making our future revenues and operating results difficult to predict.
Our quarterly operating results have fluctuated in the past and are likely to do so in the future. These fluctuations could cause our stock price to change significantly or experience declines. Some of
the factors that could cause our operating results to fluctuate include the timing of the introduction of new products by us or our competitors, changes in marketing or operating expenses, changes in product pricing or product mix, platform changes,
delays in product releases, distribution channel management, changes in compensation practices, the timing of large systems sales, and general economic conditions, particularly in countries where we derive a significant portion of our net revenues.
We have also experienced fluctuations in operating results in interim periods in certain geographic regions due
to seasonality or regional economic conditions. In particular, our operating results in Europe during the third quarter are usually impacted by a slow summer period, and the Asia Pacific operations typically experience seasonal slowing in the third
and fourth quarters.
Additionally, our operating expenses are based in part on our expectations for future
revenues and are relatively fixed in the short term. Accordingly, any revenue shortfall below expectations could have an immediate and significant adverse effect on our profitability. Further, gross margins may be adversely affected if our sales of
low-end computer aided design products and AutoCAD upgrades, which historically have had lower margins, grow at a faster rate than sales of our higher-margin products.
Existing and increased competition in the design software market may reduce our net revenues and profits.
The software industry has limited barriers to entry, and the availability of desktop computers with continually expanding capacity at progressively lower prices contributes
to the ease of market entry. The design software market in particular is fairly mature and characterized by vigorous competition in each of the vertical markets in which we compete, both by entry of competitors with innovative technologies and by
consolidation of companies with complementary products and technologies. In addition, some of our competitors have greater financial, technical, sales and marketing and other resources. Furthermore, the availability of third-party application
software is a competitive factor within the computer aided design market. Because of these and other factors, competitive conditions in the industry are likely to intensify in the future. Increased competition could
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result in price reductions, reduced net revenues and profit margins and loss of market share, any of which would likely harm our business.
We believe that our future results depend largely upon our ability to offer products that compete favorably with
respect to reliability, performance, ease of use, range of useful features, continuing product enhancements, reputation, and price.
Because we derive a substantial portion of our net revenues from a limited number of products, if these products are not successful, our net revenues will be adversely affected.
We derive a substantial portion of our net revenues from sales of AutoCAD software, AutoCAD upgrades, and products that are interoperable
with AutoCAD. As such, any factor adversely affecting sales of AutoCAD and AutoCAD upgrades, including product life cycle, market acceptance, product performance and reliability, reputation, price competition and the availability of third-party
applications, would likely harm our operating results.
Net revenues or earnings shortfalls or the volatility
of the market generally may cause the market price of our stock to decline, which could harm our business.
The market price for our common stock has experienced significant fluctuations and may continue to fluctuate significantly. The market price for our common stock may be affected by a number of factors, including the following: net
revenues or earnings shortfalls and changes in estimates or recommendations by securities analysts; the announcement of new products or product enhancements by us or our competitors; quarterly variations in our or our competitors’ results of
operations; developments in our industry; and general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
In addition, stock prices for many companies in the technology sector have experienced wide fluctuations that have often been unrelated to
the operating performance of such companies. Historically, after extended periods of volatility in the market price of a company’s securities, a company becomes more susceptible to securities class action litigation. This type of litigation is
often expensive and diverts management’s attention and resources. A securities class action lawsuit filed against us in fiscal 2001 was dismissed and currently remains under appeal. Although we are not currently aware of any reasonable basis
for future securities class action litigation against Autodesk, if such litigation is brought against Autodesk, whether with or without merit, it could adversely affect our financial condition or results of operations.
Our efforts to develop and introduce new products and service offerings expose us to risks such as costs related to product defects and
large expenditures that may not result in additional net revenues.
Rapid technological change as well as
changes in customer requirements and preferences characterize the software industry. We are devoting significant resources to the development of technologies and service offerings to address demands in the marketplace for increased connectivity and
use of digital data created by computer-aided design software. As a result, we are transitioning to new business models, requiring a considerable investment of technical and financial resources. Such investments may not result in sufficient revenue
generation to justify their costs, or competitors may introduce new products and services that will achieve acceptance among our current customers, adversely affecting our competitive position.
Additionally, the software products we offer are complex, and despite extensive testing and quality control, may contain errors or defects. These defects or errors
could result in corrective releases to our software products, damage to our reputation, loss of revenues, an increase in product returns or lack of market acceptance of our products, any of which would likely harm our business.
Disruptions with third party developer and licensing relationships could adversely impact our business.
Independent firms and contractors perform some of our product development activities, while other technologies are licensed
from third parties. We generally either own or license the software developed by third parties.
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Because talented development personnel are in high demand, independent developers, including those who currently develop
products for us, may not be able to provide development support to us in the future. Similarly, we may not be able to obtain and renew license agreements on favorable terms, if at all, and any failure to do so could harm our business.
Our business strategy has historically depended in part on our relationships with third-party developers, who provide products
that expand the functionality of our design software. Some developers may elect to support other products or may experience disruption in product development and delivery cycles. In particular markets, this disruption could negatively impact these
third-party developers and end users, which could harm our business.
Our business could suffer as a result of
risks associated with strategic acquisitions and investments.
We periodically acquire or invest in
businesses, software products and technologies that are complementary to our business through strategic alliances, debt and equity investments, and the like. For example, in April 2002 we acquired Revit. The risks associated with such acquisitions
or investments include, among others, the difficulty of assimilating the operations and personnel of the companies, the failure to realize anticipated synergies, and the diversion of management’s time and attention. In addition, such
investments and acquisitions may involve significant transaction-related costs. We may not be successful in overcoming such risks and such investments and acquisitions may negatively impact our business. In addition, such investments and
acquisitions may contribute to potential fluctuations in quarterly results of operations. The fluctuations could arise from merger-related costs and charges associated with eliminating redundant expenses or write-offs of impaired assets recorded in
connection with acquisitions. These costs or charges could negatively impact results of operations for a given period or cause lack of a consistent increase quarter to quarter in our operating results.
Our international operations expose us to significant regulatory, intellectual property, collections, exchange fluctuations and other
risks, which could adversely impact our future net revenues.
We anticipate that international operations will
continue to account for a significant portion of our consolidated net revenues. Risks inherent in our international operations include the following: unexpected changes in regulatory practices and tariffs, difficulties in staffing and managing
foreign operations, longer collection cycles for accounts receivable, potential changes in tax laws and laws regarding the management of data, greater difficulty in protecting intellectual property and the impact of fluctuating exchange rates
between the U.S. dollar and foreign currencies in markets where we do business.
Our international results may
also be impacted by general economic and political conditions in these foreign markets or in specific large foreign markets. These and other factors may adversely impact our future international operations and consequently our business as a whole.
Our risk management strategy uses derivative financial instruments in the form of foreign currency option
contracts and forward contracts for the purpose of hedging foreign currency market exposures, which exist as a part of our ongoing business operations.
If we do not maintain our relationship with the members of our distribution channel, our ability to generate net revenues will be adversely affected.
We sell our software products primarily to distributors and resellers. Our ability to effectively distribute our products depends in part
upon the financial and business condition of our reseller network. Computer software dealers and distributors are typically not highly capitalized and have previously experienced difficulties during times of economic contraction and may do so in the
future. In addition, the changing distribution models resulting from the Internet, from increased focus on direct sales to major accounts or from two-tiered distribution may impact our reseller network in the future. While no single customer
accounted for more than 10 percent of our consolidated net revenues in the first quarter of fiscal 2003 or during fiscal 2002, 2001 or 2000, the loss of or a significant reduction in business with any one of our major international distributors or
large U.S. resellers could harm our business.
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Product returns could exceed our estimates and harm our net revenues.
With the exception of contracts with some distributors, our sales contracts do not contain specific product-return privileges. However, we
permit our distributors and resellers to return products in certain instances. For example, we generally allow our distributors and resellers to return older versions of products which have been superceded by new product releases. We anticipate that
product returns in future periods will continue to be impacted by product update cycles, new product releases and software quality.
We establish reserves for stock balancing and product rotation. These reserves are based on estimated channel inventory levels and the timing of new product introductions and other factors. While we maintain strict measures
to monitor these reserves, actual product returns may differ from our reserve estimates, and such differences could harm our business.
If we are not able to adequately protect our proprietary rights, our business could be harmed.
We rely on a combination of patents, copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect our proprietary rights. Despite such efforts to protect our proprietary rights,
unauthorized parties from time to time have copied aspects of our software products or have obtained and used information that we regard as proprietary. Policing unauthorized use of our software products is time-consuming and costly. While we have
recovered some revenues resulting from the unauthorized use of our software products, we are unable to measure the extent to which piracy of our software products exists, and software piracy can be expected to be a persistent problem. Furthermore,
our means of protecting our proprietary rights may not be adequate, and our competitors may independently develop similar technology.
We may face intellectual property infringement claims that could be costly to defend and result in our loss of significant rights.
We expect that software product developers will be increasingly subject to infringement claims as the number of products and competitors in our industry segments grows and
as the functionality of products in different industry segments overlaps. Infringement, invalidity claims, or misappropriation claims may be asserted against us, and any such assertions could harm our business. Any such claims, whether with or
without merit, could be time-consuming to defend, result in costly litigation and diversion of resources, cause product shipment delays, or require us to enter into royalty or licensing agreements. In addition, such royalty or license agreements, if
required, may not be available on acceptable terms, if at all, which would likely harm our business.
We rely
on third party technologies and if we are unable to use or integrate these technologies, our product and service development may be delayed.
We rely on certain software that we license from third parties, including software that is integrated with internally developed software and used in our products to perform key functions. These
third-party software licenses may not continue to be available on commercially reasonable terms, and the software may not be appropriately supported, maintained or enhanced by the licensors. The loss of licenses to, or inability to support, maintain
and enhance any such software could result in increased costs, or in delays or reductions in product shipments until equivalent software could be developed, identified, licensed and integrated, which would likely harm our business.
In addition, for certain of our on-line collaboration applications and services, we rely on third party hardware and services.
Financial difficulties or even failure of these third parties may impact our ability to deliver such on-line collaboration applications and, as a result, may adversely impact our business.
The loss of key personnel or the inability to attract and retain additional personnel could harm our business.
Our continued growth and success depends significantly on the continued service of highly skilled employees. Our ability to attract and retain employees is dependent
on a number of factors, including our continued ability
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to grant stock incentive awards. The loss of key employees or inability to recruit new employees would negatively impact our business. In
addition, we may experience increased compensation costs to attract and retain skilled personnel.
We have no material changes to the disclosure on this matter made in our report on Form 10-K for the fiscal year ended January 31, 2002.
PART II. OTHER INFORMATION
We are involved
in various legal proceedings arising from the normal course of business activities. In our opinion, resolution of these matters is not expected to have a material adverse impact on our consolidated results of operations, cash flows or our financial
position. However, depending on the amount and timing, an unfavorable resolution of a matter could materially affect our future results of operations, cash flows or financial position in a particular period.
Exhibits
No exhibits were filed as part of this Form 10-Q.
Reports on Form 8-K
Notice of Autodesk’s acquisition of Revit Technology Corporation, effective April 1, 2002, filed on April 16, 2002 reporting Items 2 and 7.
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 thereunto duly authorized.
Dated: May 28, 2002
| AUTODESK, INC. (Registrant) |
| /s/ CAROL A. BARTZ
|
| Carol A. Bartz Chairman, Chief
Executive Officer and President |
| /s/ STEVE CAKEBREAD |
| Steve Cakebread Senior Vice
President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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