false0000769397 0000769397 2020-08-25
2020-08-25
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)
August 25, 2020
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
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San
Rafael,
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California
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94903
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(Address of principal
executive offices)
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(Zip Code)
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(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):
[☐] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[☐] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[☐] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
[☐] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
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Title of
each class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Common Stock, par value
$0.01 per share
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ADSK
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The Nasdaq Global
Select Market
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth
company [☐]
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
[ ]
Item 2.02.
Results of Operations and Financial Condition.
On
August 25,
2020,
Autodesk, Inc. (“Autodesk” or the “Company”) issued a press release
reporting financial results for the second quarter ended
July 31,
2020. The press
release is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference.
The exhibit 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.
Key
Performance Metrics
In order to help better
understand Autodesk’s financial performance, Autodesk uses several
key performance metrics including billings, recurring revenue, net
revenue retention rate ("NR3"), and subscriptions. These metrics
are key performance metrics and should be viewed independently of
revenue and deferred revenue as these metrics are not intended to
be combined with those items. Autodesk uses these metrics to
monitor the strength of its recurring business. Autodesk believes
these metrics are useful to investors because they can help in
monitoring the long-term health of Autodesk’s business. Autodesk’s
determination and presentation of these metrics may differ from
that of other companies. The presentation of these metrics is meant
to be considered in addition to, not as a substitute for or in
isolation from, Autodesk financial measures prepared in accordance
with GAAP.
Non-GAAP
Financial Measures
To supplement
Autodesk’s condensed consolidated financial statements presented on
a GAAP basis, the press release furnished herewith as
Exhibit 99.1 provides 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 Autodesk’s internal budgeting and resource
allocation process and as a means to evaluate period-to-period
comparisons, Autodesk uses non-GAAP measures to supplement its
condensed consolidated financial statements presented on a GAAP
basis. These non-GAAP measures do not include certain items that
may have a material impact upon Autodesk’s reported financial
results. Autodesk uses non-GAAP measures in making operating
decisions because Autodesk believes those measures provide
meaningful supplemental information for management regarding the
Company's earning potential and performance by excluding certain
expenses and charges that may not be indicative of the Company’s
core business operating results. For the reasons set forth below,
Autodesk believes that these non-GAAP financial measures are useful
to investors both because (1) they allow for greater transparency
with respect to key metrics used by management in its financial and
operational decision-making and (2) they are used by Autodesk’s
institutional investors and the analyst community to help them
analyze the health of the Company's business. This allows investors
and others to better understand and evaluate Autodesk’s operating
results and future prospects in the same manner as management,
compare financial results across accounting periods and to those of
peer companies, and to better understand the long-term performance
of its core business. Autodesk also uses some of these measures for
purposes of determining company-wide incentive
compensation.
As described
above, Autodesk may exclude the following items, as applicable,
from its non-GAAP measures:
A.
Stock-based
compensation expenses. Autodesk excludes stock-based
compensation expenses from its 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. Moreover, because of varying available
valuation methodologies, subjective assumptions and the variety of
award types that companies can use under FASB ASC Topic 718,
Autodesk believes that excluding stock-based compensation expenses
allows investors to make meaningful comparisons between its
recurring core business operating results and those of other
companies.
B.
Amortization
of developed technologies and purchased
intangibles. Autodesk incurs
amortization of acquisition-related developed technology and
purchased intangibles in connection with acquisitions of certain
businesses and technologies. Amortization of developed technologies
and purchased intangibles is inconsistent in amount and frequency
and is significantly affected by the timing and size of Autodesk's
acquisitions. Management finds it useful to exclude these variable
charges from our cost of revenues to assist in budgeting, planning
and forecasting future periods. Investors should note that the use
of intangible assets contributed to our revenues earned during the
periods presented and will contribute to Autodesk's future period
revenues as well. Amortization of developed technologies and
purchased intangible assets will recur in future
periods.
C.
CEO
transition costs. Autodesk excludes amounts
paid to the Company's former CEOs, upon departure under the terms
of their transition agreements, including severance payments,
acceleration of restricted stock units and continued vesting of
performance stock units, and legal fees incurred with the
transition. Also excluded from Autodesk's non-GAAP measures are
recruiting costs related
to the search for
a new CEO. These costs represent non-recurring expenses and are not
indicative of Autodesk's ongoing operating expenses. Autodesk
further believes that excluding the CEO transition costs from its
non-GAAP results is useful to investors in that it allows for
period-over-period comparability.
D. 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.
E.
Acquisition-related
costs. Autodesk excludes
certain acquisition-related costs, including due diligence costs,
professional fees in connection with an acquisition, certain
financing costs, and certain integration-related expenses.
These expenses are unpredictable, and dependent on factors that may
be outside of Autodesk's control and unrelated to the continuing
operations of the acquired business, or Autodesk. In
addition, the size and complexity of an acquisition, which often
drives the magnitude of acquisition-related costs, may not be
indicative of such future costs. Autodesk believes excluding
acquisition-related costs facilitates the comparison of its
financial results to the Autodesk's historical operating results
and to other companies in its industry.
F.
Restructuring
and other exit costs, net. These expenses are
associated with realigning Autodesk's business strategies based on
current economic conditions. In connection with these restructuring
actions or other exit actions, Autodesk recognizes costs related to
termination benefits for former employees whose positions were
eliminated, the closure of facilities and cancellation of certain
contracts. Autodesk excludes these charges because these expenses
are not reflective of ongoing business and operating results.
Autodesk believes that it is useful for investors to understand the
effects of these items on its total operating
expenses.
G.
Loss (gain)
on strategic investments and dispositions. Autodesk excludes gains and
losses related to its strategic investments and dispositions from
its non-GAAP measures primarily because management finds it useful
to exclude these variable gains and losses on these investments and
dispositions in assessing Autodesk's financial results. Included,
but not limited to, in these amounts are non-cash unrealized gains
and losses on the derivative components, dividends received,
realized gains and losses on the sales or losses on the impairment
of these investments and dispositions. Autodesk believes that
excluding these items is useful to investors because these excluded
items do not correlate to the underlying performance of its
business and these losses or gains were incurred in connection with
strategic investments and dispositions which do not occur
regularly.
H.
Establishment
(release) of a valuation allowance on certain net deferred tax
assets. This is a
non-cash charge to record or to release 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 cash expenses to assist in budgeting,
planning and forecasting future periods.
I. Discrete
tax items.
Autodesk excludes the GAAP tax provision, including discrete items,
from the non-GAAP measure of income, and includes a non-GAAP tax
provision based upon the projected annual non-GAAP effective tax
rate. Discrete tax items include income tax expenses or benefits
that do not relate to ordinary income from continuing operations in
the current fiscal year, unusual or infrequently occurring items,
or the tax impact of certain stock-based
compensation. Examples of discrete tax items include, but are
not limited to, certain changes in judgment and changes in
estimates of tax matters related to prior fiscal years, certain
costs related to business combinations, certain changes in the
realizability of deferred tax assets or changes in tax
law. Management believes that this approach assists investors
in understanding the tax provision and the effective tax rate
related to ongoing operations. Autodesk believes the exclusion of
these discrete tax items provides investors with useful
supplemental information about the Company's operational
performance.
J.
Income tax
effects on the difference between GAAP and non-GAAP costs and
expenses.
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 expenses, primarily due to stock-based compensation,
amortization of purchased intangibles and restructuring charges and
other exit costs (benefits) for GAAP and non-GAAP
measures.
There are
limitations in using non-GAAP financial measures because non-GAAP
financial measures are not prepared in accordance with GAAP and may
be different from non-GAAP financial measures used by other
companies. 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. In addition, they are subject
to inherent limitations as they reflect the exercise of judgments
by management about which charges are excluded from the non-GAAP
financial measures. Autodesk 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 public
disclosures. The presentation of non-GAAP financial information is
meant to be considered in addition to, not as a substitute for or
in isolation from, the directly comparable financial measures
prepared in accordance with GAAP. Autodesk urges investors to
review the reconciliation of its non-GAAP financial measures to the
comparable GAAP financial measures included in Exhibit 99.1
and not to rely on any single financial measure to evaluate its
business.
Item 7.01.
Regulation FD Disclosures
On August 25,
2020,
Autodesk posted supplemental investor materials on its
investors.autodesk.com website. Autodesk uses its
investors.autodesk.com website as a means of disclosing material
non-public information, announcing upcoming investor conferences
and for complying with its disclosure obligations under Regulation
FD. Accordingly, investors should monitor Autodesk’s investor
relations website in addition to following Autodesk’s press
releases, SEC filings and public conference calls and
webcasts.
The information in this
current report on Form 8-K and the exhibit attached hereto shall
not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, regardless of any general
incorporation language in such filing.
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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104
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Cover Page
Interactive Data File (embedded within the Inline XBRL
document)
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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/ STEPHEN
W. HOPE
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Stephen W.
Hope
Vice
President and Chief Accounting Officer (Principal Accounting
Officer)
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Date: August 25,
2020
