UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 20, 2001
AUTODESK, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-14338 94-2819853
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
111 McInnis Parkway, San Rafael, California 94903
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 507-5000
N/A
(Former name or former address, if changed since last report)
1
The undersigned Registrant hereby amends the following items of its Current
Report on Form 8-K dated August 20, 2001 and filed with the Securities and
Exchange Commission on August 31, 2001.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 20, 2001, Autodesk, Inc. (the "Registrant") acquired the remaining
outstanding stock of Buzzsaw.com, Inc., a Delaware corporation, for $15.0
million in cash plus the assumption of liabilities. As of the date of the
acquisition, the Registrant held a 40 percent interest in Buzzsaw.com, Inc.
The total amount of liabilities assumed was $13.3 million.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following financial statements, pro forma financial information and exhibits
are filed as part of this report:
(a) Pursuant to Item 7(a)(4), the Registrant is filing the following
financial statements of Buzzsaw.com, Inc., the business acquired:
Audited Financial Statements (see Exhibit 99.1):
Report of Independent Auditors
Balance Sheets - As of December 31, 2000 and 1999
Statements of Operations - Year ended December 31, 2000 and
Periods from inception (August 19, 1999) to December 31, 1999 and
2000
Statement of Redeemable Convertible Preferred Stock and
Stockholders' Deficit - Year ended December 31, 2000 and Period
from inception (August 19, 1999) to December 31, 1999.
Statements of Cash Flows - Year ended December 31, 2000 and
Periods from inception (August 19, 1999) to December 31, 1999 and
2000
Notes to Financial Statements
Unaudited Interim Financial Statements
Statements of Operations - Six Months ended June 30, 2001 and
2000
Balance Sheets - As of June 30, 2001 and 2000
Condensed Statements of Cash Flows - Six Months ended June 30,
2001 and 2000
Notes to Financial Statements
(b) The Registrant is filing the following unaudited pro forma financial
statements of Buzzsaw.com, Inc., the business acquired:
Unaudited Pro Forma Condensed Combined Statements of Operations
for the year ended January 31, 2001 with respect to the
Registrant and for the year ended December 31, 2000 with respect
to Buzzsaw.com, Inc.
Unaudited Pro Forma Condensed Combined Statements of Operations
for the six months ended July 31, 2001 with respect to the
Registrant and for the six months ended June 30, 2001 with
respect to Buzzsaw.com, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet as of July
31, 2001 with respect to the Registrant and June 30, 2001 with
respect to Buzzsaw.com, Inc.
2
Notes to Pro Forma Condensed Combined Financial Statements.
The unaudited pro forma financial information is presented for
illustrative purposes only. It is not necessarily indicative of
the operating results or financial position that would have
occurred if the acquisition had been consummated earlier, nor is
it necessarily indicative of future operating results or
financial position.
(c) Exhibits
99.1 Audited Financial Statements of Buzzsaw.com, Inc. (a development
stage company) as of December 31, 2000 and 1999, and for the year
ended December 31, 2000 and the periods from inception (August
19, 1999) to December 31, 1999 and 2000
3
ITEM 7 (A) - UNAUDITED INTERIM FINANCIAL STATEMENTS
BUZZSAW.COM, INC.
(a development stage company)
Statements of OPERATIONS
(In thousands)
(Unaudited)
Six months ended June 30,
2001 2000
------------------------------------------------
Net revenues $ 4,404 $ 1,754
--------------------- ---------------------
Costs and expenses:
Cost of revenues 6,888 2,417
Marketing and sales 7,089 10,471
Research and development 5,319 6,368
General and administrative 2,332 5,375
Amortization of goodwill and purchased intangibles 315 156
Nonrecurring charges 8,935 1,100
--------------------- ---------------------
30,878 25,887
--------------------- ---------------------
Loss from operations (26,474) (24,133)
Interest and other income, net 126 1,030
--------------------- ---------------------
Net loss (26,348) (23,103)
Accretion attributable to preferred stock (3,562) (2,055)
--------------------- ---------------------
Net loss available to common shareholders $ (29,910) $ (25,158)
===================== =====================
See accompanying notes.
4
BUZZSAW.COM, INC.
(a development stage company)
BALANCE SHEETS
(In thousands)
(Unaudited)
As of June 30,
2001 2000
-------------------------------------------------
Current assets
Cash and cash equivalents $ 3,971 $ 52,866
Accounts receivable, net 1,894 2,453
Prepaid expenses and other current assets 799 70
---------------------- ----------------------
Total current assets 6,664 55,389
Computer equipment, furniture, and leasehold improvements, at cost:
Computer equipment and furniture 15,492 7,065
Leasehold improvements 1,958 1,114
Less accumulated amortization (7,731) (1,293)
---------------------- ----------------------
Net computer equipment, furniture, and leasehold improvements 9,719 6,886
Purchased technologies and capitalized software, net 4,939 3,126
Goodwill, net 797 975
Other assets 730 698
---------------------- ----------------------
$ 22,849 $ 67,074
====================== ======================
Current liabilities:
Accounts payable $ 1,855 $ 2,370
Accrued compensation 721 351
Deferred revenues 2,989 --
Other accrued liabilities 1,312 1,621
Capital lease obligations 2,205 --
---------------------- ----------------------
Total current liabilities 9,082 4,342
Capital lease obligations 1,088 --
Commitments and contingencies
Redeemable convertible preferred stock 102,127 92,929
Stockholders' deficit:
Common stock and additional paid-in capital 1,414 264
Deficit accumulated during the development stage (90,862) (30,461)
---------------------- ----------------------
Total stockholders' deficit (89,448) (30,197)
---------------------- ----------------------
$ 22,849 $ 67,074
====================== ======================
See accompanying notes.
5
BUZZSAW.COM, INC.
(a development stage company)
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
For the six months ended June 30,
2001 2000
----------------------------------------
Operating activities
Net loss $ (26,348) $ (23,103)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization 4,745 1,424
Purchased in-process research and development -- 1,100
Changes in operating assets and liabilities (394) (1,238)
Other 231 (689)
-------------------- ----------------
Net cash used by operations (21,766) (22,506)
-------------------- ----------------
Investing activities
Net maturities of marketable securities 5,943 --
Software development costs (1,178) (1,574)
Purchase of property and equipment (410) (7,785)
Business combination, net of cash acquired -- (3,917)
-------------------- ----------------
Net cash provided (used) by investing activities 4,355 (13,276)
-------------------- ----------------
Financing activities
Proceeds from the issuance of common stock 71 21
Proceeds from the issuance of redeemable convertible preferred stock, net -- 75,142
Repayment of capital leases (1,089) --
-------------------- ----------------
Net cash (used) provided by financing activities (1,018) 75,163
-------------------- ----------------
Net (decrease) increase in cash and cash equivalents (18,429) 39,381
Cash and cash equivalents at the beginning of period 22,400 13,485
-------------------- ----------------
Cash and cash equivalents at the end of period $ 3,971 $ 52,866
==================== ================
Supplemental schedule of noncash investing and financing activities
Issuance of common stock in connection with PageMasters, Inc. acquisition $ -- $ 484
==================== ================
Notes receivable received from stockholders in exchange for issuance of $ -- $ 162
common stock
==================== ================
Issuance of warrant to purchase common stock in exchange for software $ -- $ 143
==================== ================
Supplemental disclosures of cash flow information
Cash paid during the period for interest $ 320 $ --
==================== ================
See accompanying notes.
6
BUZZSAW.COM, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying financial statements reflect all the 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 notes in Buzzsaw.com, Inc.'s
financial statements for the year ended December 31, 2000 and the periods from
inception (August 19, 1999) to December 31, 1999 and 2000. The results for the
six months ended June 30, 2001 are not necessarily indicative of the results for
the entire fiscal year ended December 31, 2001, in part due to the subsequent
event discussed below.
2. Nonrecurring charges
During the six months ended June 30, 2001, Buzzsaw.com recorded nonrecurring
charges totaling $8.9 million, which resulted from additional purchase
consideration paid to the shareholders of PageMasters, Inc. ($7.4 million) and a
corporate restructuring which resulted from Buzzsaw.com's efforts to reduce
operating expenditures ($1.5 million).
Of the $1.5 million of corporate restructuring costs, $0.4 million related to
termination and other employee costs associated with the elimination of 83
positions and $1.1 million related to office closure costs. Employee termination
costs included wage continuation and medical and other benefits. Office closure
costs included losses on operating lease payments and the write-off of leasehold
improvements and equipment. Through June 30, 2001, Buzzsaw.com paid $0.8 million
of the corporate restructuring charges. As a result, at June 30, 2001, the
remaining liability related to the corporate restructuring charges was
$0.7 million.
On March 27, 2000 Buzzsaw.com acquired the assets of PageMasters, Inc., a
privately held company. Of the purchase price totaling $4.9 million, $1.1
million was allocated to in-process research and development. For further
discussion of the PageMasters, Inc. acquisition, see the Audited Financial
Statements of Buzzsaw.com, Inc. (a development stage company) as of December 31,
2000 and 1999, and for the year ended December 31, 2000 and the periods from the
inception (August 19, 1999) to December 31, 1999 and 2000, included as Exhibit
99.1 to this Form 8K/A.
3. Subsequent Event
On August 20, 2001, Autodesk, Inc. (the "Registrant") acquired the remaining
outstanding stock of Buzzsaw.com, Inc., a Delaware corporation, for $15.0
million in cash plus the assumption of $13.3 million of liabilities. As of the
date of the acquisition, the Registrant held a 40 percent interest in
Buzzsaw.com, Inc.
7
ITEM 7 (B) - PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial statements of
Autodesk, Inc. ("Autodesk") have been prepared to give effect to the acquisition
of Buzzsaw.com, Inc. ("Buzzsaw") using the purchase method of accounting. The
historical financial information has been derived from the historical financial
statements of Autodesk and Buzzsaw and should be read in conjunction with the
financial statements and the related notes for Buzzsaw which are included in
Exhibit 99.1 of this Form 8-K filing.
The unaudited pro forma condensed combined balance sheet assumes the merger took
place as of July 31, 2001 and allocates the total purchase cost of the fair
values of the assets and liabilities of Buzzsaw based on a preliminary
valuation.
The unaudited pro forma condensed combined statements of operations assume that
the acquisition took place as of the beginning of each of the periods presented
and combine Autodesk's unaudited condensed statement of income for the six
months ended July 31, 2001 and the historical consolidated statement of income
for the year ended January 31, 2001 and Buzzsaw's unaudited condensed statement
of operations for the six months ended June 30, 2001 and the historical
condensed statement of operations for the year ended December 31, 2000,
respectively.
The total estimated purchase cost of Buzzsaw has been allocated on a preliminary
basis to assets and liabilities based on management's estimates of their fair
value. This allocation resulted in negative goodwill which was applied
proportionately to reduce the carrying values of Buzzsaw's long-lived assets to
zero.
The unaudited pro forma financial information is presented for illustrative
purposes only. It is not necessarily indicative of the operating results or
financial position that would have occurred if the acquisition had been
consummated as of the dates indicated, nor is it necessarily indicative of
future operating results or financial position.
8
AUTODESK, INC.
PROFORMA CONDENSED COMBINED STATEMENTS
OF OPERATIONS REFLECTING THE
ACQUISITION OF BUZZSAW.COM, INC.
(In thousands, except per share data)
(Unaudited)
Autodesk Buzzsaw.com Pro Forma Total Pro
Year ended Year ended Adjustments Forma
January 31, December 31,
2001 2000
----------------------------------------------------------------------------------
Net revenues $ 936,324 $ 5,354 $ -- $ 941,678
------------------ ---------------- ---------------- ----------------
Costs and expenses:
Cost of revenues 150,198 14,289 (5,109) A 159,378
Marketing and sales 317,806 20,963 -- 338,769
Research and development 170,487 12,641 -- 183,128
General and administrative 132,524 6,790 -- 139,314
Amortization of goodwill and 26,529 469 (469) A 26,529
purchased intangibles
Nonrecurring (credits) charges (1,234) 1,100 -- (134)
------------------ ---------------- ---------------- ----------------
796,310 56,252 (5,578) 846,984
------------------ ---------------- ---------------- ----------------
Income (loss) from operations 140,014 (50,898) 5,578 94,694
Interest and other income, net 21,048 2,158 -- 23,206
------------------ ---------------- ---------------- ----------------
Income (loss) before income taxes 161,062 (48,740) 5,578 117,900
Provision for income taxes (51,540) -- 19,496 B (32,044)
Equity in net loss of affiliate (16,289) -- 16,289 C --
------------------ ---------------- ---------------- ----------------
Net income (loss) $ 93,233 $ (48,740) $ 41,363 $ 85,856
================== ================ ================ ================
Basic net income per share $ 1.63 $ 1.50
================== ================
Diluted net income per share $ 1.59 $ 1.47
================== ================
Shares used in computing basic net
income per share 57,188 57,188
================== ================
Shares used in computing diluted net
income per share 58,514 58,514
================== ================
See accompanying notes.
9
AUTODESK, INC.
PROFORMA CONDENSED COMBINED STATEMENTS
OF OPERATIONS REFLECTING THE
ACQUISITION OF BUZZSAW.COM, INC.
(In thousands, except per share data)
(Unaudited)
Autodesk Buzzsaw.com Pro Forma Total Pro
Six months ended Six months Adjustments Forma
July 31, ended
2001 June 30, 2001
---------------------------------------------------------------------------------
Net revenues $ 477,100 $ 4,404 $ -- $ 481,504
------------------ ---------------- ---------------- ----------------
Costs and expenses:
Cost of revenues 71,918 6,888 (4,430) A 74,376
Marketing and sales 173,557 7,089 -- 180,646
Research and development 89,742 5,319 -- 95,061
General and administrative 65,639 2,332 -- 67,971
Amortization of goodwill and 10,481 315 (315) A 10,481
purchased intangibles
Nonrecurring charges 9,774 8,935 -- 18,709
------------------ ---------------- ---------------- ----------------
421,111 30,878 (4,745) 447,244
------------------ ---------------- ---------------- ----------------
Income (loss) from operations 55,989 (26,474) 4,745 34,260
Interest and other income, net 12,988 126 -- 13,114
------------------ ---------------- ---------------- ----------------
Income (loss) before income taxes 68,977 (26,348) 4,745 47,374
Provision for income taxes (20,693) -- 10,539 B (10,154)
Equity in net loss of affiliate (1,211) -- 1,211 C --
------------------ ---------------- ---------------- ----------------
Net income (loss) $ 47,073 $ (26,348) $ 16,495 $ 37,220
================== ================ ================ ================
Basic net income per share $ 0.87 $ 0.69
================== ================
Diluted net income per share $ 0.85 $ 0.67
================== ================
Shares used in computing basic net
income per share 53,885 53,885
================== ================
Shares used in computing diluted net
income per share 55,558 55,558
================== ================
See accompanying notes.
10
AUTODESK, INC.
PRO FORMA CONDENSED COMBINED BALANCE SHEETS
REFLECTING THE ACQUISITION OF BUZZSAW.COM, INC.
(In thousands)
(Unaudited)
Autodesk Buzzsaw.com Pro Forma Total Pro
July 31, 2001 June 30, 2001 Adjustments Forma
-----------------------------------------------------------------------------------
Current assets
Cash and cash equivalents $ 119,028 $ 3,971 $ (15,000) D $ 107,999
Marketable securities 155,771 -- -- 155,771
Accounts receivable, net 159,367 1,894 -- 161,261
Inventories 20,567 -- -- 20,567
Deferred income taxes 29,134 -- -- 29,134
Prepaid expenses and other current 35,835 799 -- 36,634
assets
------------------- ----------------- ----------------- ------------------
Total current assets 519,702 6,664 (15,000) 511,366
Marketable securities 157,904 -- -- 157,904
Computer equipment, furniture, and 66,458 9,719 (9,719) E 66,458
leasehold improvements, net
Purchased technologies and capitalized 14,410 4,939 (4,939) E 14,410
software, net
Goodwill, net 44,743 797 (797) I 44,743
Deferred income taxes 19,334 -- 19,446 F 38,780
Other assets 7,865 730 (4,000) G 4,595
------------------- ----------------- ----------------- ------------------
$ 830,416 $ 22,849 $ (15,009) $ 838,256
=================== ================= ================= ==================
Current liabilities:
Accounts payable $ 54,241 $ 1,855 $ 200 H $ 56,296
Accrued compensation 48,983 721 -- 49,704
Accrued income taxes 103,626 -- -- 103,626
Deferred revenues 59,000 2,989 (233) I 61,756
Other accrued liabilities 92,964 3,517 2,500 I 98,981
------------------- ----------------- ----------------- ------------------
Total current liabilities 358,814 9,082 2,467 370,363
Other liabilities 667 1,088 -- 1,755
Commitments and contingencies
Minority interest 11,549 -- -- 11,549
Redeemable convertible preferred stock -- 102,127 (102,127) J --
Total stockholders' equity (deficit) 459,386 (89,448) 84,651 K 454,589
------------------- ----------------- ----------------- ------------------
$ 830,416 $ 22,849 $ (15,009) $ 838,256
=================== ================= ================= ==================
See accompanying notes.
11
AUTODESK, INC.
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
1. Principles of Presentation
On August 20, 2001, Autodesk, Inc. acquired the remaining outstanding stock of
Buzzsaw.com, Inc., a Delaware corporation, for $15.0 million in cash plus the
assumption of $13.3 million of liabilities. As of the date of the acquisition,
Autodesk held a 40 percent interest in Buzzsaw.com, Inc.
The preliminary allocation of the purchase price resulted in negative goodwill
of approximately $11.0 million as of August 20, 2001. In accordance with
Statement of Financial Accounting Standards No. 141, "Business Combinations,"
the carrying values of Buzzsaw.com's long-lived assets were reduced
proportionately to the extent of the negative goodwill balance. These
adjustments were reflected in the Pro Forma Adjustments column of the
accompanying pro forma statements. However, the pro forma adjustments were based
on a higher negative goodwill balance as a result of using Buzzsaw.com's June
30, 2001 balance sheet.
The pro forma balance sheet assumes the merger took place as of July 31, 2001
and allocates the total purchase cost of the fair values of the assets and
liabilities of Buzzsaw.com based on a preliminary valuation.
The pro forma statements of operations assume that the acquisition took place as
of the beginning of each of the periods presented and combine Autodesk's
unaudited condensed statement of income for the six months ended July 31, 2001
and the historical consolidated statement of income for the year ended January
31, 2001 and Buzzsaw.com's unaudited condensed statement of operations for the
six months ended June 30, 2001 and the historical condensed statement of
operations for the year ended December 31, 2000, respectively.
Due to the different fiscal year ends, Buzzsaw.com's July 2001 results of
operations were excluded from the accompanying pro forma statements.
Buzzsaw.com's actual results for the month of July 2001, were as follows:
Month ended July 31, 2001
-------------------------
Net revenues $ 604
Net loss 4,374
This financial information is presented for illustrative purposes only. It is
not necessarily indicative of the operating results or financial position that
would have occurred if the acquisition had been consummated as of the dates
described above, nor is it necessarily indicative of Autodesk's consolidated
future operating results or financial position. No attempt has been made to
quantify in the pro forma statements the incremental net revenue and reduced
costs and expenses that may result from the business combination.
2. Adjustments to the Pro Forma Statements of Operations
The following adjustments are incorporated in the pro forma statements of
operations:
A Adjust depreciation and amortization to reflect revised carrying values of
fixed assets and purchased intangibles, resulting from the allocation of
negative goodwill.
B Adjust the income tax provision to consider the deductibility of
Buzzsaw.com's losses when combined with Autodesk's pre-tax income.
C Reverse equity in net loss of affiliate, which represents Autodesk's
proportionate share of Buzzsaw.com's losses.
12
AUTODESK, INC.
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS - (CONTINUED)
3. Adjustments to the Pro Forma Balance Sheets
The following adjustments are incorporated in the pro forma balance sheets:
D To reflect the cash consideration paid for the acquisition.
E To reflect the allocation of the purchase price consideration and the
allocation of negative goodwill resulting from the fair value of
Buzzsaw.com's net assets exceeding the total purchase consideration.
F To reflect the deferred tax asset generated from the expected future
utilization of Buzzsaw.com's net operating losses that Autodesk expects to
realize and to reflect the tax effect of the temporary differences
resulting from the allocation of purchase price.
G To reflect the reversal of Buzzsaw.com losses that Autodesk recognized in
excess of its initial investment in Buzzsaw.com since the formation of
Buzzsaw.com in August 1999.
H To reflect direct transaction costs which have been included as part of the
purchase consideration.
I To reflect the fair value adjustments resulting from the allocation of the
purchase price consideration.
J To reflect the elimination of redeemable convertible preferred stock.
K To reflect the elimination of Buzzsaw.com's stockholders' deficit and the
reversal of Buzzsaw.com losses that Autodesk recognized in excess of its
initial investment in Buzzsaw.com since the formation of Buzzsaw.com in
August 1999 and the goodwill existing on Buzzsaw.com's balance sheet at the
acquisition date.
4. Recent Events
In an effort to reduce operating costs and expenses, Buzzsaw.com eliminated 141
positions (55% of its workforce) between January 1, 2001 and August 20, 2001. Of
the total number of positions eliminated, 58 were eliminated in August 2001.
Additionally, Autodesk recently decided to close Buzzsaw.com's headquarters
office in San Francisco, California, and move the Buzzsaw.com employees to a new
Autodesk office location, which is also in San Francisco.
As a result of these recent events, Autodesk believes that Buzzsaw.com's future
on-going operating losses will be significantly less than what Buzzsaw.com
historically incurred. As such, management does not believe that the
accompanying pro forma financial information is indicative of Autodesk's future
combined operating results or financial position.
13
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.
AUTODESK, INC.
(Registrant)
Dated: October 15, 2001 /S/ STEVE CAKEBREAD
-------------------
Steve Cakebread
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
14