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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 10-Q
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(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
- - --- Act of 1934
FOR THE PERIOD ENDED APRIL 30,JULY 31, 1994
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)
CaliforniaDELAWARE 94-2819853
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2320 MARINSHIP WAY
SAUSALITO, CALIFORNIA 94965
(Address of principal executive offices)
TELEPHONE NUMBER (415) 332-2344
(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 June 7,September 8, 1994, there were 23,586,74123,479,000 shares of the Registrant's
Common Stock outstanding.
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AUTODESK, INC.
INDEX
PART I. FINANCIAL INFORMATION Page No.
--------
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Statement of Income
Three and six months ended April 30,July 31, 1994 and 1993..............1993.......... 3
Condensed Consolidated Balance Sheet
April 30,July 31, 1994 and January 31, 1994.....................1994......................... 4
Condensed Consolidated Statement of Cash Flows
ThreeSix months ended April 30,July 31, 1994 and 1993..............1993.................... 6
Notes to Condensed Consolidated Financial Statements.....Statements......... 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.....................OPERATIONS.................................. 8
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS........................................ 10PROCEEDINGS............................................ 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......... 12
ITEM 5. OTHER INFORMATION............................................ 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................... 10
Signatures............................................... 118-K............................. 12
SIGNATURES................................................... 13
2
PART I. FINANCIAL INFORMATION
- - ------------------------------
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AUTODESK, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share data)
(Unaudited)
Three months ended April 30,Six months ended
July 31, July 31,
------------------- -------------------
1994 1993 1994 1993
-------- -------- -------- --------
Revenues $109,550 $105,398$112,832 $106,910 $222,382 $212,308
Direct commissions 2,972 3,7332,573 3,297 5,545 7,030
-------- -------- -------- --------
Net revenues 106,578 101,665110,259 103,613 216,837 205,278
Costs and expenses:
Cost of revenues 15,099 17,00415,136 16,748 30,235 33,752
Marketing and sales 36,560 35,00437,575 34,488 74,135 69,492
Research and development 15,583 13,18816,862 13,559 32,445 26,747
General and administrative 14,996 14,63916,288 14,883 31,284 29,522
-------- -------- 82,238 79,835-------- --------
85,861 79,678 168,099 159,513
-------- -------- -------- --------
Income from operations 24,340 21,83024,398 23,935 48,738 45,765
Interest and other income, net 1,559 2,1221,723 1,601 3,282 3,723
-------- -------- -------- --------
Income before income taxes 25,899 23,95226,121 25,536 52,020 49,488
Provision for income taxes 9,453 8,5109,534 9,065 18,987 17,575
-------- -------- -------- --------
Net income $ 16,44616,587 $ 15,44216,471 $ 33,033 $ 31,913
======== ======== ======== ========
Net income per share $ 0.65 $ 0.62$.68 $.65 $1.33 $1.27
======== ======== ======== ========
Shares used in computing
net income per share 25,120 24,89024,500 25,260 24,810 25,080
======== ======== ======== ========
See accompanying notes.
3
AUTODESK, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
(In thousands)
April 30,July 31, 1994 January 31, 1994
--------------------------- ----------------
(Unaudited) (Audited)
Current assets:
Cash and cash equivalents $109,485$123,983 $ 85,604
Marketable securities 58,42254,998 92,004
Accounts receivable, net 76,03578,720 71,245
Inventories 5,4523,717 8,803
Deferred income taxes 16,23817,011 14,052
Prepaid expenses and other current assets 8,92911,191 7,849
-------- --------
Total current assets 274,561289,620 279,557
-------- --------
Marketable securities 48,86435,759 39,403
Computer equipment, furniture and leasehold
improvements, at cost:
Computer equipment and furniture 79,63385,112 76,165
Leasehold improvements 17,27018,350 16,787
Less accumulated depreciation (54,933)(59,822) (51,003)
-------- --------
Net computer equipment, furniture and
leasehold improvements 41,97043,640 41,949
Capitalized software 26,24326,908 28,046
Other assets 14,60118,169 15,919
-------- --------
$406,239$414,096 $404,874
======== ========
See Accompanying Notesaccompanying notes.
4
AUTODESK, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
(In thousands)
April 30,July 31, 1994 January 31, 1994
--------------------------- ----------------
(Unaudited) (Audited)
Current liabilities:
Accounts payable $15,490$ 16,576 $ 17,206
Accrued compensation 12,76812,392 12,931
Accrued income taxes 38,65742,293 45,136
Other accrued liabilities 26,42732,434 27,043
--------------- --------
Total current liabilities 93,342103,695 102,316
--------------- --------
Deferred income taxes 3,1393,006 5,096
Other liabilities 663729 583
Shareholders' equity:
Common stock 68,22169,318 43,769
Retained earnings 240,890234,058 257,052
Foreign currency translation adjustment (16)3,290 (3,942)
-------- --------
Total shareholders' equity 309,095306,666 296,879
-------- --------
$406,239$414,096 $404,874
======== ========
See accompanying notes.
5
AUTODESK, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
ThreeSix months ended
April 30,
--------------------------------July 31,
--------------------
1994 1993
---------- ------------------ --------
Operating activities
Net income $ 16,44633,033 $ 15,44231,913
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,673 5,36912,777 10,725
Changes in operating assets and liabilities (8,748) (9,315)
---------- ----------(6,324) (4,573)
-------- --------
Net cash provided by operating activities 13,371 11,496
---------- ----------39,486 38,065
-------- --------
Investing activities
Sales (purchases) of marketable securities net 24,121 (16,137)40,650 (1,071)
Purchases of computer equipment, furniture and
leasehold improvements (3,186) (4,356)(8,934) (7,590)
Capitalization of software costs and purchases
of software technologies (92) (317)(2,669) (631)
Other 2,242 3,297
---------- ----------324 (1,011)
-------- --------
Net cash provided (used) by investing activities 23,085 (17,513)
---------- ----------29,371 (10,303)
-------- --------
Financing activities
Proceeds from issuance of common shares 21,024 5,78227,409 31,129
Repurchase of common shares (30,743) (23,530)(52,223) (41,985)
Dividends paid (2,856) (2,786)
---------- ----------(5,664) (5,775)
-------- --------
Net cash used in financing activities (12,575) (20,534)
---------- ----------(30,478) (16,631)
-------- --------
Net increase (decrease) in cash and cash equivalents 23,881 (26,551)38,379 11,131
Cash and cash equivalents at beginning of quarteryear 85,604 73,107
---------- ------------------ --------
Cash and cash equivalents at end of quarter $109,485$123,983 $ 46,556
========== ==========84,238
======== ========
See accompanying notes.
6
AUTODESK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The condensed consolidated financial statements at July 31, 1994 and for
the three monththree- and six-month periods then ended April 30, 1994 and April 30, 1993 are unaudited and 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 period.periods. The condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto, together with
management's discussion and analysis of financial condition and results of
operations, contained in the Company's Annual Report to Shareholders
incorporated by reference in the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1994. The results of operations for the three
and six months ended April 30,July 31, 1994 are not necessarily indicative of the
results for the entire fiscal year ending January 31, 1995.
2. Effective February 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" ("SFAS No. 115"). SFAS No. 115 has been adopted on a
prospective basis and the financial statements of prior years have not been
restated. The cumulative effect as of February 1, 1994 of adopting SFAS No.
115 is immaterial.was not material.
Under SFAS No. 115, management is required to determine the appropriate
classification of its securities at the time of purchase and reevaluate such
designation as of each balance sheet date. The Company has classified all of
its marketable securities as available-for-sale. Available-for-sale
securities are carried at fair value, with unrealized gains and losses, net
of tax, reported as a separate component of shareholders' equity until
disposition. Realized gains and losses and declines in value judged to be
other than temporary on available-for-sale securities are included in
interest and other income. The cost of securities sold is based on the
specific identification method.
Marketable securities include the following available-for-sale debt
securities as of April 30,July 31, 1994 (in thousands):
Short-term:
-----------
Municipal bonds $47,017
Time deposits 7,981
-------
54,998
Long-term:
----------
Municipal bonds $ 49,327
Time deposits 9,095
--------
58,422
Long-term:
---------
Municipal bonds 48,864
--------
$107,286
========35,759
-------
$90,757
=======
The market valuecost of the above available-for-sale securities approximates costmarket as of
April 30,July 31, 1994. The contractual maturities for the Company's marketable
securities at July 31, 1994 were: one year or less-$55.0 million; due
between one and two years-$27.0 million; and due after three years-$8.8
million. Expected maturities will differ from contractual maturities
because the issuers of the securities may have the right to prepay
obligations without prepayment penalties. Gross realized gains and losses
on sales of available-for-sale securities for the quarter and six months
ended April 30,July 31, 1994 were not material.
3. At the Company's Annual Meeting of Shareholders held on June 28, 1993, a
proposal was approved to change the Company's state of incorporation from
California to Delaware. This change was effected on August 4, 1994.
4. On September 6, 1994, the Company declared a cash dividend of $.12 per
share to stockholders of record on September 19, 1994. The dividend will be
paid on October 3, 1994.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended July 31, 1994 and 1993
Net revenues. The Company's firstsecond quarter worldwide net revenues of $106.6$110.3 million
increased 56 percent over firstsecond quarter net revenues in the prior fiscal year resultingyear.
The increase principally resulted from sales growth in Asia/Pacific. Also contributing
toPacific and Europe,
while net revenues in the increaseAmericas were incrementalflat with the prior fiscal year. Much
of the growth in consolidated net revenues resulted from sales of newer design automation productsproduct
offerings such as AutoCAD LT, AutoCAD Data Extension, AutoCAD Designer and
product offerings from the Company's Emerging Businesses Group including sales
of 3D Studio, AutoVision and HOOPS
developed by Ithaca Software, which was acquired byHOOPS. Consolidated revenues for the Companyquarter ended
July 31, 1994 derived from AutoCAD and AutoCAD updates decreased in August 1993.
Compared toboth
absolute dollars and as a percentage of consolidated net revenues from the same
period in the prior fiscal year net revenues in
Asia/Pacific increased approximately 36 percent due to sales of new AutoCAD
licenses, while net revenues in the Americas and Europe decreased by 1 and 2
percent, respectively. These decreases primarily resulted from a decline in
AutoCAD update revenues as AutoCAD Release 12 nears the end of its
product life.
Consolidated revenues derived from AutoCAD and AutoCAD updates decreased from
prior periods to approximately 80 percent of net revenues for the quarter ended
April 30, 1994.life cycle. International sales, including exports from the U.S.,
accounted for approximately 63 percent of the Company's revenues in the firstsecond
quarter of fiscal year 19941995 as compared to 58 percent for the firstsecond quarter of
fiscal year 1994. Net revenues in the firstsecond quarter of fiscal year 1995, when
compared to the same period in the prior fiscal year, were not materiallyfavorably impacted by
changes in foreign exchange rates.
The Company believes that net revenues in the coming quarters willits third fiscal quarter ending
October 31, 1994 may be negatively impacted by an anticipateda continued slowdown in sales of
AutoCAD and related updates as AutoCAD Release 12 nears the end of its product
life cycle. As a result,
AutoCAD revenues are expectedAlthough the Company plans to continue to decline as a percentage of
consolidated revenues. The Company expects that the commencement of shipping ofship AutoCAD Release 13 currentlyin the third
fiscal quarter, the release is not anticipated for releaseuntil late in the fiscal quarter ending October 31, 1994, will increaseand
sales of the new release are not expected to offset the projected slowdown in
AutoCAD sales as a percentage of
consolidated revenues.Release 12 sales. While the Company expects that new products introduced
in recent quarters as well as products expected to be introduced during fiscal
year 1995in the coming
quarter will partially offset the decrease in AutoCAD revenues, delays in the
introduction of these new products or lower-than-anticipated demand for these products could
adversely affect future revenues. Consequently, the Company does
not expect revenue growth duringexpects a decrease
in net revenues in the coming quarters. Moreover,quarter ending October 31, 1994. Any delays in the
introductionrelease of AutoCAD Release 13 as well asbeyond the releasecurrently anticipated ship date will
have a material and adverse effect on revenues in the third fiscal quarter.
Delays of other new or
enhanced products scheduled for release in the coming quarter, or failure
to achieve significant customer acceptance for these new products maycould also
have an adverse effect on the Company's revenues and results of operations in
future periods. There can be no assurance that the Company will not experience
difficulties that could delay or prevent the successful development,
introduction and marketing of new products and product enhancements, including
AutoCAD Release 13, or that its new products and product enhancements will
adequately meet the requirements of the marketplace and achieve market
acceptance. In addition, the Company's revenues in future periods could be
impacted by the effect of changes in currency exchange rates or uncertainties in
the global economic environment.
Cost of revenues. Cost of revenues as a percentage of net revenues decreased
in the firstsecond quarter of fiscal year 1995 to 14 percent from 1716 percent in the
firstsecond quarter of the prior fiscal year. The improved gross margin in the
current quarter resulted from a change in the mix of product sales, on-going cost control measures and operating
efficiencies. Salesefficiencies, and to a lesser extent, the mix of product sales. Significant
factors contributing to the improved margin from the prior year include: reduced
packaging costs and shipping costs, as well as ongoing cost control efforts in
disk duplication and assembly. The Company's gross margin was also favorably
impacted by a lower percentage of revenues from sales of AutoCAD updates which
have a lower gross margin than commercial versions of AutoCAD, represented a
lower percentage of total net revenues in the first quarter of the current
fiscal year than update sales in the first quarter of the prior fiscal year. The
Company's gross margin was also favorably impacted by cost control efforts in
production, particularly in the areas of disk duplication, assembly, packaging
and shipping.AutoCAD. In future
periods, the Company expects that cost of revenues as a percentage of net
revenues will continue to be impacted by the mix of product sales, includingin
particular, the level of AutoCAD updates.updates which is expected to increase in the
quarters following the shipment of AutoCAD Release 13.
8
Marketing and sales. Marketing and sales expenses were 34 percent of net
revenues in the firstsecond quarter of both fiscal yearsyear 1995 as compared to 33 percent
for the second quarter of the prior fiscal year. Actual spending increased 9
percent in order to support worldwide marketing efforts of new and 1994. While
remaining consistent asenhanced
product introductions, including the recently released Autodesk Special Editions
Series which contain a percentagecopy of net revenues, marketingAutoCAD software, selected adjacent Autodesk
products and sales
expenses increased in absolute dollars by approximately $1.6 million, or 4
percent, due to higher personnel costs, partially offset by lower promotional
activities throughoutincentives for the world.purchase of an independent developer
application. The Company expects to continue its emphasis on marketing and sales
activities in the future to promote Autodesk's competitive position and to
support sales and marketing of its products.
Research and development. Research and development expenses as a percentageincreased from 13
percent of net revenues forin the firstsecond quarter of fiscal year 1994 to 15 percent
in the second quarter of fiscal year 1995, increased to 15 percent
from 13 percent in the first quarter of the prior fiscal year. Actual research
and developmentwhile absolute spending increased by 18 percent in absolute dollars on a year
over year basis24
percent. The increase was due to increased personnel costs related to support ongoing researchthe development of new and
development and incrementalenhanced products, such as AutoCAD Release 13, costs associated with two business combinations
completed in the last half of the prior fiscal year. The Company anticipates
that research and development expenses in the second quarter will increase from
those recorded in the first quarter to support continued development effortstranslating
these products into foreign languages and the translation and localizationaddition of foreign-language versions of the Company's
products. Additionally,development personnel.
To maintain its competitive market position, the Company expects to invest a
significant amount of its resources for the development of new products and
product enhancements and to continue recruiting and hiring experienced software
developers, while at the same time considering the acquisition of software
businesses and technologies.
General and administrative. General and administrative expense were 14 percentexpenses as a
percentage of net revenues for the second quarter of fiscal year 1995 increased
to 15 percent from 14 percent in the firstsecond quarter of both fiscal years 1995 and 1994.
Expenses increased approximately 2 percent in absolute dollars over the same
period in the prior fiscal year resulting primarily fromyear.
Absolute spending increased 9 percent due in large part to legal expenses,
higher personnel and facility costs associated with increased operations and
expenditures to support the Company's increased operations and infrastructure. As discussed
below in Part II, Item 1, "Legal Proceedings," the Company is party to two
lawsuits which include allegations of copyright and patent infringement.
Autodesk intends to vigorously oppose these claims. As a result, defense in
these matters may require the expenditure of financial resources which may
result in increased general and administrative expenses in future periods.
Interest and other income. Interest and other income, in the first quarter was
$1.6 million, including foreign
currency losses of approximately $150,000,
compared to $2.1$28,000, was $1.7 million in the second quarter of fiscal
year 1995. Interest and other income for the second quarter of fiscal year 1994
was $1.6 million and included foreign currency losses of $282,000. Interest
income for the second quarter of fiscal year 1995 was consistent with interest
income in the same quarterperiod of the prior fiscal year netresulting from a greater
average quarterly balance of foreign exchanges gains of approximately $10,000. Interest income decreasedcash, cash equivalents and marketable securities in
fiscal year 1995, offset by approximately $280,000 fromlower worldwide interest rates when compared to the
same period in the prior fiscal year due to
lower interest rates throughout the world while other income decreased
approximately $110,000.year.
Provision for income taxes. TheIn the second quarter of fiscal year 1995, the
Company's effective income tax rate in the
first quarter was 36.5 percent compared to 35.5 percent in
the firstsecond quarter of the prior fiscal year. The increase is principally the
result of a change in the U.S. federal statutory rate from 34 percent to 35
percent resulting from legislation that was enacted in August 1993.
Quarterly results. The Company's consolidated results of operations to date
have not been materially affected by seasonal trends. However, the Company
believes that in the future its results may reflect quarterly fluctuations
resulting from factors such as order deferrals in anticipation of new product
releases, delays in the shipment of new products, a slower growth rate in the
personal computer CAD market or adverse general economic and industry conditions
in any of the countries in which the Company does business. In addition, with a
significant portion of net revenues and net income contributed by international
operations, fluctuations of the U.S. dollar against foreign currencies and the
seasonality of the European, Asia/Pacific and other international markets could
impact the Company's results of operations and financial condition in a
particular quarter. Rapid technological change and the Company's ability to
develop, manufacture and market products that successfully adapt to that change
may also have an impact on the results of operations. Further, increased
competition in the market for design automation and multimedia software products
could also have a negative impact on the Company's results of operations.
9
Due to the factors noted above, the Company's future earnings and stock price
may be subject to significant volatility, particularly on a quarterly basis.
Any shortfall in revenues or earnings from levels expected by securities
analysts could have an immediate and significant adverse effect on the trading
price of the Company's common stock. The Company typically receives and
fulfills a majority of its orders within the quarter, with a substantial portion
occurring in the third month of the fiscal quarter. As a result, the Company
may not learn of revenue shortfalls until late in a fiscal quarter, which could
result in an even more immediate and adverse effect on the trading price of the
Company's common stock.
Six Months Ended July 31, 1994 and 1993
Net Revenues. The Company's net revenues for the six months ended July 31,
1994 were $216.8 million which represented a 6 percent increase from the same
period of the prior fiscal year. The increase resulted principally from sales
growth in Asia/Pacific and Europe, while net revenues in the Americas
decreased slightly from the prior fiscal year due to lower AutoCAD update
revenues. Consolidated revenues derived from AutoCAD and AutoCAD updates
decreased as a percent of revenues for the six months ended July 31, 1994 as
compared to the same period of the prior fiscal year primarily due to a
decrease in update revenues as AutoCAD Release 12 nears the end of its product
life cycle. The decrease in AutoCAD revenues was more than offset by
incremental revenues derived from newer products such as AutoCAD LT,
AutoCAD Data Extension and AutoCAD Designer. International sales accounted for
approximately 62 percent of consolidated revenues for the six months ended
July 31, 1994 as compared to 58 percent for the same period of the prior fiscal
year. Net revenues for the first six months of fiscal year 1995 were favorably
impacted by changes in foreign exchange rates when compared to the same
period in the prior fiscal year.
Cost of revenues. Cost of revenues as a percentage of net revenues for the six
months ended July 31, 1994 was 14 percent as compared to 16 percent for the same
period of the prior fiscal year. The improved gross margin resulted from a
change in the mix of product sales-specifically a decrease in sales of AutoCAD
updates, cost control measures and operating efficiencies.
Operating expenses. Operating expenses for the Company's marketing and sales,
research and development and general and administrative functions for the six
months ended July 31, 1994 increased approximately 10 percent to $137.9 million
as compared to $125.8 million for the same period of the prior fiscal year. For
the six months ended July 31, 1994, expenses associated with the Company's
marketing and sales and research and development functions increased in both
absolute dollars and as a percentage of net revenues as compared to the same
period of the prior fiscal year in order to support the development and launch
of new and enhanced product offerings. General and administrative expenses for
the first half of fiscal year 1995 remained flat as a percentage of net revenues
but increased in absolute dollars from the same period of the prior fiscal year
in order to support the Company's increased operations and related
infrastructure and due to higher legal expenses.
Interest and other income. Interest and other income for the six months ended
July 31, 1994 was $3.3 million as compared to $3.7 million in the same period
of the prior fiscal year. Interest income was $3.8 million in the first half of
fiscal year 1995 as compared to $3.9 million in the same period of the prior
fiscal year. This decrease resulted from a greater average balance of cash, cash
equivalents and marketable securites in fiscal year 1995, offset by lower
worldwide interest rates when compared to the same period of the prior fiscal
year.
10
Income taxes. The Company's effective income tax rate for the six months ended
July 31, 1994 was 36.5 percent as compared to 35.5 percent in the same period of
the prior fiscal year. The increase in the effective income tax rate in fiscal
year 1995 is principally the result of the change in the U.S. federal statutory
rate from 34 percent to 35 percent resulting from legislation enacted in August
1993.
LIQUIDITY AND CAPITAL RESOURCES
Working capital, which consists principally of cash, cash equivalents,
marketable securities and accounts receivable, and marketable securities, was $181.2$185.9 million at April 30,July 31,
1994, compared to $177.2 million at January 31, 1994. Cash, cash equivalents
and marketable securities, which consist primarily of high-quality municipal
bonds and tax-advantaged money market instruments, totaled $216.8$214.7 million at
April 30,July 31, 1994 compared to $217.0 million at January 31, 1994. Significant
changes to cash, cash equivalents and marketable securities resulted from cash
generated from operations ($13.439.5 million) and cash proceeds from the issuance of
shares through employee stock option and stock purchase programs ($21.027.4
million). These increases were offset by cash used toto: repurchase 525,000940,000
shares of the Company's common stock under an ongoing systematic repurchase
program ($30.752.2 million),; to purchase computer equipment, furniture and leasehold
improvements ($3.28.9 million); and, paymentto pay of dividends on the Company's common
stock ($2.95.7 million).
Longer term cash requirements, other than normal operating expenses, are
anticipated for development of new software products and enhancement of existing
products, financing anticipated growth, dividend payments, repurchases of the
Company's common stock and the possible acquisition of businesses software
products or technologies complementary to the Company's business. The Company
believes that its existing cash, cash equivalents, marketable securities, cash
generated from operations and available line of credit will be sufficient to
satisfy its currently anticipated cash requirements for fiscal year 1995.
The Company's principal commitments at April 30,July 31, 1994, consisted of obligations
under operating leases for facilities.
Cash paid for income taxes for the six months ended July 31, 1994 and 1993 was
$22.1 million and $13.3 million, respectively.
PART II. OTHER INFORMATION
- - ---------------------------
ITEM 1. LEGAL PROCEEDINGS
On October 8, 1992, Vermont Microsystems, Inc. ("VMI") filed a complaint
against the Company in the United States District Court for the District of
Vermont, alleging copyright infringement, misappropriation of trade secrets,
interference with contractual relations and breach of contract. VMI is seeking
damages of approximately $90 million. Management believes these claims are
without merit and intends to vigorously defend against each allegation. In
May 1994, VMI has filed a motion for a preliminary injunction against the Company
pending final resolution of the lawsuit. This motion was denied and a trial
date has been set for October 3, 1994. Management believes that the ultimate
resolution of this matter will not have a material effect on the Company's
consolidated financial condition.condition or results of operations.
On August 9, 1993, Preco Industries, Inc. ("Preco") filed a complaint against
the Company in the United States District Court for the District of Kansas
alleging patent infringement and unfair competition. The complaint does not specifyIn July 1994, the
amount
of damages sought. The Company intendspurchased from Preco the rights to defend these actions vigorouslythe patent in question and management does not believe the
outcome ofparties dismissed all claims and counterclaims in this matter will have a material
impact onmatter.
11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's consolidated financial condition.Annual Meeting of Shareholders held on June 30, 1994, the
following individuals were elected to the Board of Directors:
Votes For Votes Withheld
---------- --------------
Carol A. Bartz 21,095,537 153,101
Mark A. Bertelsen 21,096,033 152,605
Crawford W. Beveridge 21,096,458 152,180
J. Hallam Dawson 21,096,649 151,989
Gregory P. Lutz 21,096,409 152,229
Jim C. Warren 20,758,349 490,289
The following proposals were approved at the Company's Annual Meeting:
Affirmative Negative Votes
Votes Votes Withheld
----------- -------- --------
1. Amendment of the Employee Qualified
Stock Purchase Plan, increasing the
reserved shares by 500,000. 20,004,311 995,089 249,238
2. Approve a change in the Company's
state of incorporation from
California to Delaware. 14,723,633 6,176,653 348,352
3. Ratify the appointment of Ernst &
Young as independent auditors for
the fiscal year ending January 31, 1995. 21,085,339 31,130 132,169
ITEM 5. OTHER INFORMATION
On September 6, 1994, the Company's Board of Directors declared a two-for-one
stock split in the form of a stock dividend, subject to stockholder approval at
a Special Meeting of Stockholders scheduled for October 13, 1994. The record
date for the stock dividend is October 14, 1994 and the dividend payment date is
October 28, 1994.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended April 30,July 31, 1994.
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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 thereunto duly authorized.
DATED: JuneSeptember 14, 1994
AUTODESK, INC.
(Registrant)
/S/ Carol A. Bartz
------------------
Carol A. Bartz
President and Chief Executive Officer
/S/ Eric B. Herr
----------------
Eric B. Herr
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
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