AUTODESK, INC. The discussion in our MD&A and elsewhere in this Form 10-Q 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 are any statements that look to future events and consist of, among other things, our business strategies, including those discussed in "Strategy," "Overview of the Three and Nine Months EndedOctober 31, 2022 ," and in "Results of Operations-Overview." Examples of such forward-looking statements may relate to items such as future net revenue, operating expenses, recurring revenue, net revenue retention rate, cash flow, remaining performance obligations, and other future financial results (by product type and geography), the effectiveness of our efforts to successfully manage transitions to new markets; our ability to increase our subscription base; expected market trends, including the growth of cloud and mobile computing; the availability of credit; the effect of unemployment; the effects of global economic conditions, including from an economic downturn or recession inthe United States or in other countries around the world; the effects of revenue recognition; the effects of recently issued accounting standards; expected trends in certain financial metrics, including expenses; expectations regarding our cash needs; the effects of fluctuations in exchange rates and our hedging activities on our financial results; our ability to successfully expand adoption of our products; our ability to gain market acceptance of new business and sales initiatives; the impact of past acquisitions, including our integration efforts and expected synergies; the impact of economic volatility and geopolitical activities in certain countries, particularly emerging economy countries; the timing and amount of purchases under our stock buy-back plan; and the effects of potential non-cash charges on our financial results and the resulting effect on our financial results. In addition, forward-looking statements also consist of statements involving expectations regarding product capability and acceptance, statements regarding our liquidity and short-term and long-term cash requirements, as well as statements involving trend analyses and statements including such words as "may," "believe," "could," "anticipate," "would," "might," "plan," "expect," and similar expressions or the negative of these terms or other comparable terminology. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and 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 a number of factors, including those set forth below in Part II, Item 1A, "Risk Factors," and in our other reports filed with theU.S. Securities and Exchange Commission . We assume no obligation to update the forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
Note: A glossary of terms used in this Form 10-Q appears at the end of this Item 2.
Strategy
Autodesk is changing how the world is designed and made. Our technology spans
architecture, engineering, construction, product design, manufacturing, media
and entertainment, empowering innovators everywhere to solve challenges big and
small. From greener buildings to smarter products to more mesmerizing
blockbusters, Autodesk technology helps our customers to design and make a
better world for all.
Our strategy is to build enduring relationships with customers, delivering
innovative technology that provides valuable automation and insight into their
design and make processes. To drive execution of our strategy, we are focused on
three strategic priorities: deliver a world-class customer experience, catalyze
our customers' digital transformation, and establish an industry-leading
platform for Design and Make.
We equip and inspire our users with the tailored tools, services, and access
they need for success today and tomorrow. At every step, we help users harness
the power of data to build upon their ideas and explore new ways of imagining,
collaborating, and creating to achieve better outcomes for their customers, for
society, and for the world. And because creativity can't flourish in silos, we
connect what matters - from steps in a project to collaborators on a unified
platform.
Autodesk was founded during the platform transition from mainframe computers and
engineering workstations to personal computers. We have developed and sustained
a compelling value proposition based upon software for the personal computer.
Just as the transition from mainframes to personal computers transformed the
hardware industry, the software industry has undergone a transition from
developing and selling perpetual licenses and on-premises products to
subscriptions and cloud-enabled technologies.
36--------------------------------------------------------------------------------
Product Evolution
We offer subscriptions for individual products and Industry Collections,
enterprise business arrangements ("EBAs"), and cloud service offerings
(collectively referred to as "subscription plans"). Subscription plans are
designed to give our customers more flexibility with how they use our offerings
and to attract a broader range of customers, such as project-based users and
small businesses.
Our subscription plans represent a hybrid of desktop software and cloud
functionality, which provides a device-independent, collaborative design
workflow for designers and their stakeholders. Our cloud offerings, for example,
Autodesk Construction Cloud, Fusion 360, ShotGrid, AutoCAD web app, and AutoCAD
mobile app, provide tools, including mobile and collaboration capabilities, to
streamline design, collaboration, building and manufacturing, and data
management processes. We believe that customer adoption of these latest
offerings will continue to grow as customers across a range of industries begin
to take advantage of the scalable computing power and flexibility provided
through these services.
Industry Collections provide our customers with access to a broader selection of
Autodesk solutions and services, simplifying the customers' ability to benefit
from a complete set of tools for their industry.
To support our strategic priority of digital transformation in Architecture,
Engineering, and Construction ("AEC"), we are strengthening the foundation of
our AEC solutions with both organic and inorganic investments. In fiscal 2023,
we acquired a cloud-connected, extended reality (XR) platform which enables AEC
professionals to present, collaborate and review projects together in immersive
and interactive experiences, from anywhere and at any time. This acquisition
enables Autodesk to meet increasing needs for augmented reality (AR) and virtual
reality (VR) technology advancements within the AEC industry and further support
AEC customers throughout the project delivery lifecycle. In fiscal 2022, we
acquired Storm UK Holdco Limited , the parent of Innovyze, Inc. ("Innovyze"),
which provides water infrastructure software. Combining Innovyze's hydraulic
modeling, simulation, asset performance management and operational analytics
solutions with Autodesk's design and analysis solutions (including Autodesk
Civil 3D, Autodesk InfraWorks, and the Autodesk Construction Cloud) enables us
to deliver end-to-end, cloud-based solutions for our water infrastructure
customers that drive efficiency and sustainability. Other acquisitions in fiscal
2022 include a cloud-based estimating solution that enables construction teams
to create estimates, perform digital takeoffs, generate detailed reports and
proposals and manage bid-day processes. Additionally, in fiscal 2022, we
launched Autodesk Tandem, a cloud-based digital twin technology platform that
extends digital project delivery by providing owner/operators with an easy to
use, accurate, digital as-built model of a newly built or renovated facility.
For owner/operators this accelerates operational readiness and extends the value
of BIM downstream into the owner/operator segment.
In manufacturing, our strategy is to combine organic and acquired software in
existing and adjacent verticals to create end-to-end, cloud-based solutions for
our customers that drive efficiency and sustainability. We continue to attract
both global manufacturing leaders and disruptive startups with our generative
design and cloud-based Fusion 360 that converges the process of design with
manufacturing. In the first fiscal quarter of 2023, we acquired a maker of
software for optimizing manufacturing processes with automation and digitization
from the shop floor upward that provides a real-time system of record for data
collection, management, and analysis. In fiscal 2022, we acquired Upchain, an
instant-on, cloud-based data management technology that allows product design
and manufacturing customers to collaborate in the cloud across their value
chains and bring products to market faster.
Our strategy includes improving our product functionality and expanding our
product offerings through internal development as well as through the
acquisition of products, technology, and businesses. Acquisitions often increase
the speed at which we can deliver product functionality to our customers;
however, they entail cost and integration challenges and may, in certain
instances, negatively impact our operating margins. We continually review these
factors in making decisions regarding acquisitions. We currently anticipate that
we will continue to acquire products, technology, and businesses as compelling
opportunities become available.
37
--------------------------------------------------------------------------------Global Reach
We sell our products and services globally, through a combination of indirect and direct channels. Our indirect channels include value added resellers, direct market resellers, distributors, and other software developers. During October andNovember 2022 , we entered into transition agreements with our distributor Tech Data to provide transition distribution activities for a one-to-two-year period, with potential extensions. In connection with the transition agreements, Autodesk intends to increase our selling efforts with value-added resellers and agents. Our direct channels include internal sales resources focused on selling in our largest accounts, our highly specialized solutions, and business transacted through our online Autodesk branded store. See Part I, Item 1, "Financial Statements," Note 3, "Revenue Recognition" in the Notes to the Condensed Consolidated Financial Statements for further detail on the results of our indirect and direct channel sales for the three and nine months endedOctober 31, 2022 and 2021. We anticipate that our channel mix will continue to change as we scale our online Autodesk branded store business and our largest accounts shift towards direct-only business models. Additionally, as part of the continued growth of our online Autodesk branded store and the transition to annual billings for multi-year contracts and our new token-based Flex model, we are planning to expand our transactions with value-added resellers and transact directly with more end customers without substantial disruption to our revenue. We expect our indirect channel will continue to transact and support a considerable portion of our customers. We also expect our transition to annual billings for multi-year contracts to impact the timing of our billings and cash collections. We employ a variety of incentive programs and promotions to align our direct and indirect channels with our business strategies. One of our key strategies is to maintain an Application Programming Interface (API) based architecture of our software products to facilitate third-party development of complementary products and industry-specific software solutions. This approach enables customers and third parties to customize solutions for a wide variety of highly specific uses. We offer several programs that provide strategic investment funding, technological platforms, user communities, technical support, forums, and events to developers who develop add-on applications for our products. For example, we have established the Autodesk Platform Services to support innovators that build solutions to facilitate the development of a single connected ecosystem for the future of how things are designed, made, and used. In addition to the competitive advantages afforded by our technology, our large global network of distributors, resellers, third-party developers, customers, educators, educational institutions, learning partners, and students is a key competitive advantage which has been cultivated over an extensive period. This network of partners and relationships provides us with a broad and deep reach into volume markets around the world. Our distributor and reseller network is extensive and provides our customers with the resources to purchase, deploy, learn, and support our solutions quickly and easily. We have a significant number of registered third-party developers who create products that work well with our solutions and extend them for a variety of specialized applications.
Impact at Autodesk
Autodesk is committed to advancing a more sustainable, resilient, and equitable
world. We don't believe in waiting for progress, we believe in making it. We
take action as a business and to support our employees, customers, and
communities in our collective opportunity to design and make a better world for
all.
We focus our efforts to advance positive outcomes across three primary areas:
energy and materials, health and resilience, and work and prosperity. These
impact opportunity areas are derived from the UN Sustainable Development Goals
("SDGs") and have been focused through a multi-pronged process to align the top
needs of our stakeholders, the important issues of our business, and the areas
we are best placed to accelerate positive impact at scale.
These opportunities manifest as outcomes through how our customers leverage our
technology to design and make net-zero carbon buildings, resilient
infrastructure, more sustainable products, and a thriving workforce. We realize
these opportunities through powering our business with 100% renewable energy,
neutralizing greenhouse gas emissions and developing an inclusive culture. We
advance these opportunities with industry innovators through collaboration,
philanthropic capital, software donations, and training.
The Autodesk Foundation (the "Foundation"), a privately funded 501(c)(3) charity
organization established and solely funded by us, leads our philanthropic
efforts. The purpose of the Foundation is twofold: to support employees to make
a better world by matching employees' volunteer time and/or donations to
nonprofit organizations; and to support organizations using
38
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design to drive positive social and environmental impact. On our behalf, the
Foundation also administers a discounted software donation program to nonprofit
organizations, social and environmental entrepreneurs, and others who are
developing design solutions that will shape a more sustainable future.
Additional information about our environmental, social, and governance program
is available in our annual impact report on our website at www.autodesk.com.
Information contained on or accessible through our website is not part of or
incorporated by reference into this report.
Assumptions Behind Our Strategy
Our strategy depends upon a number of assumptions, including: making our technology available to mainstream markets; leveraging our large global network of distributors, resellers, agents, third-party developers, customers, educators, educational institutions, learning partners, and students; improving the performance and functionality of our products and platform; and adequately protecting our intellectual property. If the outcome of any of these assumptions differs from our expectations, we may not be able to implement our strategy, which could potentially adversely affect our business. For further discussion regarding these and related risks see Part II, Item 1A, "Risk Factors."
Critical Accounting Policies and Estimates
Our Condensed Consolidated Financial Statements are prepared in conformity withU.S. generally accepted accounting principles ("GAAP"). In preparing our Condensed Consolidated Financial Statements, we make assumptions, judgments, and estimates that can have a significant impact on amounts reported in our Condensed Consolidated Financial Statements. We evaluate our estimates and assumptions on an ongoing basis. We base our assumptions, judgments, and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. Our significant accounting policies are described in Item 8, "Financial Statements and Supplementary Data," Note 1, "Business and Summary of Significant Accounting Policies," in the Notes to Consolidated Financial Statements in our Form 10-K for the fiscal year endedJanuary 31, 2022 . An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements. We highlighted those policies that involve a higher degree of judgment and complexity with further discussion in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in our Form 10-K. There have been no material changes to our critical accounting policies and estimates during the three and nine months endedOctober 31, 2022 , as compared to those disclosed in our Form 10-K for the fiscal year endedJanuary 31, 2022 . We believe these policies are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.
Overview of the Three and Nine Months Ended
•Total net revenue increased 14% and 16% to$1,280 million and$3,687 million , for the three and nine months endedOctober 31, 2022 , respectively, compared to the same period in the prior fiscal year.
•Recurring revenue as a percentage of net revenue was 98% for both the three and
nine months ended
•Net revenue retention rate ("NR3") was within the range of 100% and 110% as of
both
•Deferred revenue was
•Remaining performance obligations (short-term and long-term deferred revenue
plus unbilled deferred revenue) ("RPO") was
•Current remaining performance obligations was
Revenue Analysis
Net revenue increased during the three and nine months endedOctober 31, 2022 , as compared to the same period in the prior fiscal year, primarily due to a 14% and 16% increase in subscription revenue, respectively, partially offset by an 11% and 6% decrease in maintenance revenue, respectively.
For further discussion of the drivers of these results, see below under the heading "Results of Operations."
39
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We rely significantly upon major distributors and resellers in both the U.S. and
international regions, including Tech Data Corporation and its global affiliates
(collectively, "Tech Data") and Ingram Micro Inc. ("Ingram Micro"). Total sales
to Tech Data accounted for 37% of our total net revenue for both the three and
nine months ended October 31, 2022 . Total sales to Tech Data accounted for 37%
and 36% of our total net revenue for the three and nine months ended October 31,
2021 . Ingram Micro accounted for 9% of Autodesk's total net revenue for both the
three and nine months ended October 31, 2022 . During both the three and nine
months ended October 31, 2021 , total sales to Ingram Micro accounted for 9% of
Autodesk's total net revenue. Our customers through Tech Data and Ingram Micro
are the resellers and end users who purchase our software subscriptions and
services. During October and November 2022 , we entered into transition
agreements with our distributor Tech Data to provide transition distribution
activities for a one-to-two-year period, with potential extensions. In
connection with the transition agreements, Autodesk intends to increase our
selling efforts with value-added resellers and agents. Should our agreement with
Ingram Micro be terminated, we believe the resellers and end users who currently
purchase our products through Ingram Micro would similarly be able to continue
to do so under substantially the same terms from one of our many other
distributors without substantial disruption to our revenue. Consequently, we
believe our business is not substantially dependent on Tech Data or Ingram
Micro .
Recurring Revenue and Net Revenue Retention Rate
In order to help better understand our financial performance, we use several key
performance metrics including recurring revenue and NR3. 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. We
use these metrics to monitor the strength of our recurring business. We believe
these metrics are useful to investors because they can help in monitoring the
long-term health of our business. Our 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, our financial measures prepared in accordance with GAAP. Please
refer to the Glossary of Terms for the definitions of these metrics.
The following table outlines our recurring revenue metric for the three and nine
months ended
Change compared to
Three Months Ended prior fiscal year Three Months Ended
(In millions, except percentage data) October 31, 2022 $ % October 31, 2021
Recurring revenue (1) (2) $ 1,255 $ 154 14 % $ 1,101
As a percentage of net revenue 98 % N/A N/A 98 %
Change compared to
Nine Months Ended prior fiscal year Nine Months Ended
October 31, 2022 $ % October 31, 2021
Recurring Revenue (1) (2) $ 3,616 $ 503 16 % $ 3,113
As a percentage of net revenue 98 % N/A N/A 98 %
________________
(1)The acquisition of a business may cause variability in the comparison of recurring revenue in this table above and recurring revenue derived from the revenue reported in the Condensed Consolidated Statements of Operations. (2)The prior period amount has been adjusted to conform to the current period presentation for a change in presentation of certain subscription plan offerings. See Part I, Item 1 "Financial Statements," Note 1, "Basis of Presentation" for further detail.
NR3 was within the range of 100% and 110% as of both
Foreign Currency Analysis
We generate a significant amount of our revenue in
40
--------------------------------------------------------------------------------The following table shows the impact of foreign exchange rate changes on our net revenue and total spend:
Three Months Ended October 31, 2022 Nine Months
Ended
Constant Currency percent Constant Currency percent
Percent change compared to change compared to Positive/Negative/Neutral impact from Percent change compared to change compared to Positive/Negative/Neutral impact from
prior fiscal year prior fiscal year (1) foreign exchange rate changes prior fiscal year prior fiscal year (1) foreign exchange rate changes
Net revenue 14 % 15 % Negative 16 % 17 % Negative
Total spend 10 % 11 % Positive 10 % 11 % Positive
________________(1)Please refer to the Glossary of Terms for the definitions of our constant currency growth rates.
Changes in the value of theU.S. dollar may have a significant effect on net revenue, total spend, and income from operations in future periods. We use foreign currency contracts to reduce the exchange rate effect on a portion of the net revenue of certain anticipated transactions but do not attempt to completely mitigate the impact of fluctuations of such foreign currency against theU.S. dollar.
Remaining Performance Obligations
RPO represents deferred revenue and contractually stated or committed orders
under early renewal and multi-year billing plans for subscription, services,
license, and maintenance for which the associated deferred revenue has not yet
been recognized. Unbilled deferred revenue is not included as a receivable or
deferred revenue on our Condensed Consolidated Balance Sheets. See Part I, Item
1, "Financial Statements," Note 3, "Revenue Recognition," for more details on
Autodesk's performance obligations.
(in millions) October 31, 2022
Deferred revenue $ 3,783 $ 3,790
Unbilled deferred revenue 896 949
RPO $ 4,679 $ 4,739
RPO consisted of the following:
(in millions) October 31, 2022 January 31, 2022
Current RPO $ 3,136 $ 3,141
Non-current RPO 1,543 1,598
RPO $ 4,679 $ 4,739
We expect that the amount of RPO will change from quarter to quarter for several
reasons, including the specific timing, duration, and size of customer
subscription and support agreements, the specific timing of customer renewals,
and foreign currency fluctuations. Historically, we have had increased EBA sales
activity in our fourth fiscal quarter and this seasonality may affect the
relative value of our billings, RPO, and collections in the fourth and first
fiscal quarters.
Balance Sheet and Cash Flow Items
AtOctober 31, 2022 , we had$1.84 billion in cash, cash equivalents, and marketable securities. Our cash flow from operations increased to$1,160 million for the nine months endedOctober 31, 2022 , compared to$809 million for the nine months endedOctober 31, 2021 . We repurchased 4,368 thousand shares of our common stock for$873 million during the nine months endedOctober 31, 2022 . Comparatively, we repurchased 1,659 thousand shares of our common stock for$477 million during the nine months endedOctober 31, 2021 . See further discussion regarding the balance sheet and cash flow activities under the heading "Liquidity and Capital Resources." 41 --------------------------------------------------------------------------------
Results of Operations
Overview
We believe our investment in cloud products and a subscription business model, backed by a strong balance sheet, give us a robust foundation to successfully navigate complex geopolitical and global macro-economic challenges. However, supply chain disruption and resulting inflationary pressures, a global labor shortage, the ebb and flow of COVID-19, including in specific geographies, the war inUkraine , and foreign exchange rate fluctuations, may impact our outlook. The extent of the impact of these risks on our business in the remainder of fiscal 2023 and beyond will depend on several factors, some of which are out of our control, and which are discussed in Part II, Item 1A, "Risk Factors." The COVID-19 pandemic has spurred changes in the way we work and we moved to a more hybrid workforce resulting in an evaluation of our office space needs. Accordingly, we are reducing our facilities portfolio worldwide and incurred charges associated with our operating leases for real estate during the nine months endedOctober 31, 2022 . See Part I, Item 1, "Financial Statements," Note 15, "Leases" in the Notes to Condensed Consolidated Financial Statements for more information. Optimizing our facilities costs will allow us to better deploy capital to further our strategy and drive growth. However, there is no guarantee that we will realize any anticipated benefits to our business, including any cost savings or operational efficiencies.
Net Revenue
Net Revenue by Income Statement Presentation
Subscription revenue consists of our term-based product subscriptions, cloud service offerings, and flexible EBAs. Revenue from these arrangements is predominately recognized ratably over the contract term commencing with the date our service is made available to customers and when all other revenue recognition criteria have been satisfied.
Maintenance revenue consists of renewal fees for existing maintenance plan agreements that were initially purchased with a perpetual software license. Under our maintenance plan, customers are eligible to receive unspecified upgrades, when and if available, and technical support. We recognize maintenance revenue ratably over the term of the agreements, which is generally one year.
Other revenue consists of revenue from consulting, training, and other products
and services, and is recognized as the products are delivered and services are
performed.
42
--------------------------------------------------------------------------------
Three Months Three Months
Ended Change Compared to Prior Fiscal Year Ended
October 31, October 31,
(In millions, except percentages) 2022 $ % 2021 Management comments
Net Revenue (1):
Subscription $ 1,188 $ 145 14 % $ 1,043 Increase due to growth in the
subscriber base across
subscription types with
current-year subscription
renewals reflecting prior year
renewal subscriptions. Also
contributing to the growth was
an increase in revenue from new
subscriptions and EBA
offerings.
Maintenance 16 (2) (11) % 18
Total subscription and maintenance
revenue 1,204 143 13 % 1,061
Other 76 11 17 % 65
$ 1,280 $ 154 14 % $ 1,126
Nine Months Change compared to Nine Months
Ended prior fiscal year Ended
October 31, October 31,
2022 $ % 2021 Management Comments
Net Revenue (1):
Subscription $ 3,437 $ 470 16 % $ 2,967 Increase due to growth in the
subscriber base across
subscription types with
current-year subscription
renewals reflecting prior year
renewal subscriptions. Also
contributing to the growth was
an increase in revenue from new
subscriptions and EBA
offerings.
Maintenance 51 (3) (6) % 54
Total subscription and maintenance
revenue 3,488 467 15 % 3,021
Other 199 45 29 % 154
$ 3,687 $ 512 16 % $ 3,175
____________________(1) Prior periods amounts have been reclassified to conform to the current period presentation in all material respects. See Part I, Item 1, "Financial Statements," Note 1, "Basis of Presentation" in the Notes to the Condensed Consolidated Financial Statements for the change in presentation of certain subscription plan offerings in our Condensed Consolidated Statement of Operations.
43
--------------------------------------------------------------------------------Net Revenue by Product Family
Our product offerings are focused in four primary product families:
Architecture, Engineering and Construction ("AEC"), AutoCAD and AutoCAD LT,
Manufacturing ("MFG"), and
Three Months Change compared to Three Months
Ended prior fiscal year Ended
October 31, October 31,
(In millions, except percentages) 2022 $ % 2021 Management comments
Net Revenue by Product Family:
AEC (1) $ 575 $ 68 13 % $ 507 Increase due to growth in revenue
from AEC Collections, EBAs,
Revit, and Autodesk Build.
AutoCAD and AutoCAD LT (1) 354 31 10 % 323 Increase due to growth in revenue
from both AutoCAD and AutoCAD LT.
MFG 254 29 13 % 225 Increase due to growth in revenue
from MFG Collections, Fusion360,
Vault, and Alias.
M&E 78 15 24 % 63 Increase due to growth in revenue
from EBAs, Maya, and 3DS Max .
Other 19 11 138 % 8
Total Net Revenue $ 1,280 $ 154 14 % $ 1,126
Nine Months Change compared to Nine Months
Ended prior fiscal year Ended
October 31, October 31,
2022 $ % 2021
Net Revenue by Product Family:
AEC (1) $ 1,676 $ 247 17 % $ 1,429 Increase due to growth in revenue
from AEC Collections, EBAs,
Revit, and BIM360.
ACAD and AutoCAD LT (1) 1,025 113 12 % 912 Increase due to growth in revenue
from both AutoCAD and AutoCAD LT.
MFG 721 91 14 % 630 Increase due to growth in revenue
from MFG Collections, Fusion360,
Vault, and EBAs.
M&E 217 40 23 % 177 Increase due to growth in revenue
from Maya, EBAs, and 3DS Max.
Other 48 21 78 % 27
Total Net Revenue $ 3,687 $ 512 16 % $ 3,175
____________________
(1) During the nine months ended October 31, 2022 , we corrected an immaterial
classification error and reclassified certain revenue amounts between
Architecture, Engineering and Construction and AutoCAD and AutoCAD LT. The
fiscal quarter ended April 30, 2022 , included within the nine months ended
October 31, 2022 , and both the three and nine months ended October 31, 2021 ,
have been adjusted to conform to the current period presentation. These
reclassifications did not impact total net revenue.
44
--------------------------------------------------------------------------------Net Revenue by Geographic Area
Constant currency
Three Months Change compared to change compared to Three Months
Ended October 31, prior fiscal year prior fiscal year Ended October 31,
(In millions, except percentages) 2022 $ % % 2021
Net Revenue:
Americas
U.S. $ 447 $ 64 17 % * $ 383
Other Americas 94 15 19 % * 79
Total Americas 541 79 17 % 17 % 462
EMEA 476 43 10 % 12 % 433
APAC 263 32 14 % 18 % 231
Total Net Revenue $ 1,280 $ 154 14 % 15 % $ 1,126
Constant currency
Change compared to change compared to
Nine Months Ended prior fiscal year prior fiscal year Nine Months Ended
(In millions, except percentages) October 31, 2022 $ % % October 31, 2021
Net Revenue:
Americas
U.S. $ 1,269 $ 214 20 % * $ 1,055
Other Americas 271 50 23 % * 221
Total Americas 1,540 264 21 % 20 % 1,276
EMEA 1,398 172 14 % 14 % 1,226
APAC 749 76 11 % 14 % 673
Total Net Revenue $ 3,687 $ 512 16 % 17 % $ 3,175
____________________* Constant currency data not provided at this level.
We believe that international revenue will continue to comprise a majority of our net revenue. Unfavorable economic conditions, including as a result of the COVID-19 pandemic or in connection with the significant military action againstUkraine launched byRussia (and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy), in the countries that contribute a significant portion of our net revenue, including in emerging economies such asBrazil ,India , andChina , may have an adverse effect on our business in those countries and our overall financial performance. Changes in the value of theU.S. dollar relative to other currencies have significantly affected, and could continue to significantly affect, our financial results for a given period even though we hedge a portion of our current and projected revenue. Increases to the levels of political and economic unpredictability or protectionism in the global market may impact our future financial results. 45 --------------------------------------------------------------------------------
Net Revenue by Sales Channel
Three Months Change compared to Three Months
Ended prior fiscal year Ended
October 31, October 31,
(In millions, except percentages) 2022 $ % 2021 Management Comments
Net Revenue by Sales Channel:
Indirect $ 827 $ 97 13 % $ 730 Increase due to growth in
subscription revenue, led by
product subscription renewal
revenue.
Direct 453 57 14 % 396 Increase due to revenues from
our online Autodesk branded
store and EBAs.
Total Net Revenue $ 1,280 $ 154 14 % $ 1,126
Nine Months Change compared to Nine Months
Ended prior fiscal year Ended
October 31, October 31,
2022 $ % 2021 Management Comments
Net Revenue by Sales Channel:
Indirect $ 2,412 $ 319 15 % $ 2,093 Increase due to growth in
subscription revenue, led by
product subscription renewal
revenue.
Direct 1,275 193 18 % 1,082 Increase due to revenues from
our online Autodesk branded
store and EBAs.
Total Net Revenue $ 3,687 $ 512 16 % $ 3,175
46--------------------------------------------------------------------------------
Net Revenue by Product Type
Change compared to
Three Months prior fiscal year Three Months
(In millions, except Ended October Ended October
percentages) 31, 2022 $ % 31, 2021 Management Comments
Net Revenue by Product Type
(1):
Design $ 1,087 $ 120 12 % $ 967 Increase due to growth in
collections, EBA offerings,
AutoCAD Family and AutoCAD
LT.
Make 117 23 24 % 94 Increase primarily due to
growth in revenue from BIM
360, Fusion 360 and other ACS
products.
Other 76 11 17 % 65
Total Net Revenue $ 1,280 $ 154 14 % $ 1,126
Change compared to
Nine Months prior fiscal year Nine Months
(In millions, except Ended October Ended October
percentages) 31, 2022 $ % 31, 2021 Management Comments
Net Revenue by Product Type
(1):
Design Increase due to growth in
collections, EBA offerings,
AutoCAD Family and AutoCAD
$ 3,155 $ 399 14 % $ 2,756 LT.
Make Increase primarily due to
growth in revenue from ACS,
Fusion 360, and BIM 360
333 68 26 % 265 products.
Other 199 45 29 % 154
Total Net Revenue $ 3,687 $ 512 16 % $ 3,175
___________________(1)The prior period amount has been adjusted to conform to the current period presentation for a change in presentation of certain subscription plan offerings. See Part I, Item 1, "Financial Statements," Note 1, "Basis of Presentation" for further detail.
Cost of Revenue and Operating Expenses
Cost of subscription and maintenance revenue includes the labor costs of providing product support to our subscription and maintenance customers, SaaS vendor costs and allocated IT costs, facilities costs, professional services fees related to operating our network and cloud infrastructure, royalties, depreciation expense and operating lease payments associated with computer equipment, data center costs, salaries, related expenses of network operations, stock-based compensation expense, and gains and losses on our operating expense cash flow hedges. Cost of other revenue includes labor costs associated with product setup, costs of consulting and training services contracts, and collaborative project management services contracts. Cost of other revenue also includes stock-based compensation expense, overhead charges, allocated IT and facilities costs, professional services fees, and gains and losses on our operating expense cash flow hedges.
Cost of revenue, at least over the near term, is affected by labor costs, hosting costs for our cloud offerings, the volume and mix of product sales, fluctuations in consulting costs, amortization of developed technology, new customer support offerings, royalty rates for licensed technology embedded in our products, stock-based compensation expense, and gains and losses on our operating expense cash flow hedges.
Marketing and sales expenses include salaries, bonuses, benefits, and
stock-based compensation expense for our marketing and sales employees, the
expense of travel, entertainment, and training for such personnel, sales and
dealer commissions, and the costs of programs aimed at increasing revenue, such
as advertising, trade shows and expositions, and various sales and promotional
programs. Marketing and sales expenses also include SaaS vendor costs and
allocated IT costs, payment processing fees, the cost of supplies and equipment,
gains and losses on our operating expense cash flow hedges, facilities costs,
and labor costs associated with sales and order management.
47
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Research and development expenses, which are expensed as incurred, consist
primarily of salaries, bonuses, benefits, and stock-based compensation expense
for research and development employees, the expense of travel, entertainment,
and training for such personnel, professional services such as fees paid to
software development firms and independent contractors, SaaS vendor costs and
allocated IT costs, gains and losses on our operating expense cash flow hedges,
and facilities costs.
General and administrative expenses include salaries, bonuses, benefits, and
stock-based compensation expense for our CEO, finance, human resources, and
legal employees, as well as professional fees for legal and accounting services,
SaaS vendor costs and net IT costs, certain foreign business taxes, gains and
losses on our operating expense cash flow hedges, expense of travel,
entertainment, and training, facilities costs, acquisition-related costs, and
the cost of supplies and equipment.
Three Three
Months Change compared to Months
Ended prior fiscal year Ended
(In millions, except October 31,
percentages) 2022 $ % October 31, 2021 Management comments
Cost of revenue:
Subscription and $ 86 $ 11 15 % $ 75 Increase primarily due to cloud hosting
maintenance costs and stock-based compensation
expense.
Other 19 1 6 % 18 Increase primarily due to
employee-related costs driven by higher
headcount.
Amortization of developed 15 - - % 15 Remained flat compared to third quarter
technologies of fiscal 2022.
Total cost of revenue $ 120 $ 12 11 % $ 108
Operating expenses:
Marketing and sales $ 454 $ 35 8 % $ 419 Increase primarily due to
employee-related costs driven by higher
headcount and increase in travel and
entertainment expense as well as an
increase in advertisement and promotion
costs, and stock-based compensation
expense partially offset by increase in
capitalized software costs.
Research and development 311 29 10 % 282 Increase primarily due to stock-based
compensation expense, cloud hosting
costs, employee-related costs due to
higher headcount, and travel and
entertainment expense.
General and administrative 129 16 14 % 113 Increase primarily due to lease-related
asset impairment and other charges in
fiscal 2023, an increase in
employee-related costs, cloud hosting
costs and advertisement and promotion
costs partially offset by decrease in
professional fees.
Amortization of purchased 10 (1) (9) % 11 Decrease primarily due to full
intangibles amortization of previously acquired
intangible assets offset by amortization
expense from acquired intangibles as a
result of our acquisitions in the
remainder of fiscal 2022 and first
quarter of fiscal 2023.
Total operating expenses $ 904 $ 79 10 % $ 825
Nine Months Change compared to Nine Months
Ended prior fiscal year Ended
October 31,
2022 $ % October 31, 2021 Management comments
Cost of revenue:
Subscription and $ 253 $ 34 16 % $ 219 Increase primarily due to cloud hosting
maintenance costs, stock-based compensation expense
andemployee-related costs driven by
higher headcount and increase in travel
and entertainment expense.
Other 59 11 23 % 48 Increase primarily due to
employee-related costs driven by higher
headcount as well as an increase in
stock-based compensation expense.
Amortization of developed 44 5 13 % 39 Increase due to growth in amortization
technologies expense from acquired developed
technologies as a result of our
acquisitions in the remainder of fiscal
2022 and the first quarter of fiscal
2023.
Total cost of revenue $ 356 $ 50 16 % $ 306
Operating expenses:
48--------------------------------------------------------------------------------
Marketing and sales$ 1,306 $ 111 9 %$ 1,195 Increase primarily due to employee-related costs driven by an increase in travel and entertainment expense, sales commission expense, and higher headcount as well as an increase in stock-based compensation expense and advertisement and promotion costs. Research and development 906 81 10 % 825 Increase primarily due to stock-based compensation expense, cloud hosting costs, employee-related costs driven by higher headcount and increase in travel and entertainment costs, an increase in professional fees, and capitalized software costs. General and administrative 377 33 10 % 344 Increase primarily due to lease-related asset impairment and other charges, an increase in stock-based compensation expense, cloud hosting costs, employee-related costs, and advertisement and promotion expense partially offset by acquisition-related costs. Amortization of purchased 30 - - % 30 Remained flat compared to fiscal 2022. intangibles Total operating expenses$ 2,619 $ 225 9 %$ 2,394
The following table highlights our expectation for the absolute dollar change and percent of revenue change between the fourth quarter of fiscal 2023, as compared to the fourth quarter of fiscal 2022:
Percent of net
Absolute dollar impact revenue impact
Cost of revenue Increase Flat
Marketing and sales Increase Flat
Research and development Increase Flat
General and administrative Decrease Decrease
Amortization of purchased intangibles Flat Flat
Interest and Other Expense, Net
The following table sets forth the components of interest and other expense,
net:
Three Months Ended October 31, Nine Months Ended October 31,
(in millions) 2022 2021 2022 2021
Interest and investment expense, net $ (20) $ (16) $ (69) $ (39)
(Loss) gain on foreign currency (1) 3 13 3
Gain on strategic investments 6 7 8 13
Other income 1 1 5 6
Interest and other expense, net $ (14) $ (5) $ (43) $ (17)
Interest and other expense, net, increased by $9 million and $26 million during
the three and nine months ended October 31, 2022 , respectively, as compared to
the same period in the prior fiscal year. The increase in the three months ended
October 31, 2022 , as compared to the same period in the prior fiscal year was
primarily due to an increase in interest expense as a result of the issuance of
debt in fiscal year 2022 and losses in the current period as compared to gains
in the prior year period for investments in debt and equity securities that are
held in a rabbi trust under non-qualified deferred compensation plans partially
offset by an increase in interest income. The increase in the nine months ended
October 31, 2022 , as compared to the same period in the prior fiscal year was
primarily due to an increase in interest expense as a result of the issuance of
debt in fiscal year 2022 and losses in the current period as compared to gains
in the prior year period for investments in debt and equity securities that are
held in a rabbi trust under non-qualified deferred compensation plans partially
offset by an increase in gains on foreign currency in the current period
compared to the same period in the prior fiscal year due to foreign currency
exchange rate fluctuations and an increase in interest income.
Interest expense and investment income fluctuates based on average cash, marketable securities, debt balances, average maturities, and interest rates.
49
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Gains and losses on foreign currency are primarily due to the impact of
re-measuring foreign currency transactions and net monetary assets into the
functional currency of the corresponding entity. The amount of the gain or loss
on foreign currency is driven by the volume of foreign currency transactions and
the foreign currency exchange rates for the period.
Provision for Income Taxes
We account for income taxes and the related accounts under the liability method. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted rates expected to be in effect during the year in which the basis differences reverse. We had an income tax expense of$44 million , relative to pre-tax income of$242 million for the three months endedOctober 31, 2022 , and an income tax expense of$51 million , relative to pre-tax income of$188 million for the three months endedOctober 31, 2021 . Income tax expense for the three months endedOctober 31, 2022 , reflects a decrease in tax expense relating to aU.S. foreign derived intangible income benefit driven by the capitalization of research and development expenditures starting in fiscal 2023 as required by the Tax Act, offset by an increase in tax expense relating to stock-based compensation and finalU.S. foreign tax credit regulations enacted in fiscal 2023. We had an income tax expense of$139 million , relative to pre-tax income of$669 million for the nine months endedOctober 31, 2022 , and an income tax expense of$50 million , relative to pre-tax income of$458 million for the nine months endedOctober 31, 2021 . Income tax expense for the nine months endedOctober 31, 2022 , reflects an increase in tax expense relating to stock-based compensation and finalU.S. foreign tax credit regulations enacted in fiscal 2023, offset by aU.S. foreign derived intangible income benefit driven by the capitalization of research and development expenditures starting in fiscal 2023 as required by the Tax Act. In addition, the nine months endedOctober 31, 2021 included a non-recurring discrete tax benefit relating to theSupreme Court decision inIndia on the taxability of software license payments to nonresidents. The Tax Act enacted onDecember 22, 2017 eliminates the option to deduct research and development expenditures and requires taxpayers to capitalize and amortize such expenditures over five or fifteen years beginning in fiscal 2023. AlthoughCongress is considering legislation that would defer the capitalization and amortization requirement, there is no assurance that the provision will be repealed or otherwise modified. If the requirement is not modified, we may recognize an increase to cash taxes. We regularly assess the need for a valuation allowance against our deferred tax assets. In making that assessment, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. We have maintained a valuation allowance on all or part of ourNetherlands ,Canada ,Australia ,California ,Michigan deferred tax assets, as well as ourU.S. capital loss deferred tax assets as it is more likely than not that some or all of the deferred tax assets will not be realized. As we continually strive to optimize our overall business model, tax planning strategies may become feasible and prudent allowing us to realize many of the deferred tax assets that are offset by a valuation allowance; therefore, we will continue to evaluate the ability to utilize the deferred tax assets each quarter, both in theU.S. and in foreign jurisdictions, based on all available evidence, both positive and negative. As ofOctober 31, 2022 , we had$213 million of gross unrecognized tax benefits, of which$35 million would reduce our valuation allowance, if recognized. The remaining$178 million would impact the effective tax rate, if recognized. Autodesk's unrecognized tax benefits decreased by$8 million in the nine months endedOctober 31, 2022 , due to the settlement of a German tax audit for tax years 2014-2016. We anticipate that theU.S. Department of Treasury will continue to interpret or issue guidance on how provisions of the Tax Act will be applied or otherwise administered. As future guidance is issued, we may make adjustments to the amounts that we have previously recorded that may materially impact our financial statements. Our future effective annual tax rate may be materially impacted by the amount of benefits and charges from tax amounts associated with our foreign earnings that are taxed at rates different from theU.S. federal statutory rate, changes in valuation allowances, level of profit before tax, accounting for uncertain tax positions, business combinations, closure of statute of limitations or settlement of tax audits, and changes in tax laws including impacts of the Tax Act. A significant amount of our earnings is generated by ourEurope andAsia Pacific subsidiaries. Our future effective tax rates may be adversely affected to the extent earnings are lower than anticipated in countries where we have lower statutory tax rates. 50 -------------------------------------------------------------------------------- OnJune 29, 2020 ,California enacted AssemblyBill No . 85, suspending utilization of net operating losses and limiting R&D credits utilization againstCalifornia taxable income in excess of$5.0 million for the remaining 2 years. OnFebruary 9, 2022 ,California enacted Senate Bill No. 113 which reinstated the ability to utilize net operating loss and R&D credits against all income without limitation for fiscal 2023 and later years. OnAugust 16, 2022 , the Inflation Reduction Act was signed into law. The Inflation Reduction Act contains a number of revisions to the Internal Revenue Code effective in taxable years beginning afterDecember 31, 2022 , including a 15% corporate minimum income tax and a 1% excise tax on corporate stock repurchases by publicly tradedU.S. corporations. Autodesk is currently assessing the impact the Inflation Reduction Act will have on our consolidated financial statements. Other Financial Information In addition to our results determined under GAAP discussed above, we believe the following non-GAAP measures are useful to investors in evaluating our operating performance. For the three and nine months endedOctober 31, 2022 and 2021, our gross profit, income from operations, operating margin, net income, and diluted net income per share on a GAAP and non-GAAP basis were as follows (in millions except for operating margin and per share data): Three Months Ended October 31, Nine Months Ended October 31, 2022 2021 2022 2021 (Unaudited) Gross profit$ 1,160 $ 1,018 $ 3,331 $ 2,869 Non-GAAP gross profit$ 1,186 $ 1,040 $ 3,407 $ 2,932 Income from operations $ 256$ 193 $ 712$ 475 Non-GAAP income from operations $ 465$ 365 $ 1,306 $ 976 Operating margin 20 % 17 % 19 % 15 % Non-GAAP operating margin 36 % 32 % 35 % 31 % Net income $ 198$ 137 $ 530$ 408 Non-GAAP net income $ 369$ 297 $ 1,042 $ 795 GAAP diluted net income per share $ 0.91$ 0.62 $ 2.43 $ 1.84 Non-GAAP diluted net income per share $ 1.70$ 1.34 $ 4.78 $ 3.58 For our internal budgeting and resource allocation process and as a means to provide consistency in period-to-period comparisons, we use non-GAAP measures to supplement our 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 our reported financial results. We also use non-GAAP measures in making operating decisions because we believe those measures provide meaningful supplemental information regarding our earning potential and performance for management by excluding certain benefits, credits, expenses, and charges that may not be indicative of our core business operating results. For the reasons set forth below, we believe 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 our institutional investors and the analyst community to help them analyze the health of our business. This allows investors and others to better understand and evaluate our 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 our core business. We also use some of these measures for purposes of determining company-wide incentive compensation. 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 included above 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. We compensate 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. We urge investors to review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures included below, and not to rely on any single financial measure to evaluate our business. 51 --------------------------------------------------------------------------------
Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures
(In millions except for operating margin and per share data):
Three Months Ended October 31, Nine Months Ended October 31,
2022 2021 2022 2021
(Unaudited)
Gross profit $ 1,160 $ 1,018 $ 3,331 $ 2,869
Stock-based compensation expense 12 8 35 25
Amortization of developed technologies 14 14 41 38
Non-GAAP gross profit $ 1,186 $ 1,040 $ 3,407 $ 2,932
Income from operations $ 256 $ 193 $ 712 $ 475
Stock-based compensation expense 172 144 496 413
Amortization of developed technologies 14 14 41 38
Amortization of purchased intangibles 10 11 30 30
Acquisition-related costs 1 3 7 20
Lease-related asset impairments and other charges 12 - 20 -
Non-GAAP income from operations $ 465 $ 365 $ 1,306 $ 976
Operating margin 20 % 17 % 19 % 15 %
Stock-based compensation expense 13 % 13 % 13 % 13 %
Amortization of developed technologies 1 % 1 % 1 % 1 %
Amortization of purchased intangibles 1 % 1 % 1 % 1 %
Acquisition-related costs - % - % - % 1 %
Lease-related asset impairments and other charges 1 % - % 1 % - %
Non-GAAP operating margin (1) 36 % 32 % 35 % 31 %
Net income $ 198 $ 137 $ 530 $ 408
Stock-based compensation expense 172 144 496 413
Amortization of developed technologies 14 14 41 38
Amortization of purchased intangibles 10 11 30 30
Acquisition-related costs 1 3 7 20
Lease-related asset impairments and other charges 12 - 20 -
Gain on strategic investments and dispositions, net (7) (7) (8) (13)
Discrete tax provision items 2 (5) (4) (61)
Income tax effect of non-GAAP adjustments (33) - (70) (40)
Non-GAAP net income $ 369 $ 297 $ 1,042 $ 795
52--------------------------------------------------------------------------------
Three Months Ended October 31, Nine Months Ended October 31,
2022 2021 2022 2021
(Unaudited)
Diluted net income per share $ 0.91 $ 0.62 $ 2.43 $ 1.84
Stock-based compensation expense 0.79 0.65 2.28 1.86
Amortization of developed technologies 0.06 0.06 0.19 0.17
Amortization of purchased intangibles 0.05 0.05 0.14 0.14
Acquisition-related costs - 0.01 0.03 0.08
Lease-related asset impairments and other charges 0.06 - 0.09 -
Gain on strategic investments and dispositions, net (0.03) (0.03) (0.04) (0.06)
Discrete tax provision items 0.01 (0.02) (0.02) (0.27)
Income tax effect of non-GAAP adjustments (0.15) - (0.32) (0.18)
Non-GAAP diluted net income per share $ 1.70 ____________________
(1)Totals may not sum due to rounding.
Our non-GAAP financial measures may exclude the following, as applicable:
Stock-based compensation expenses. We exclude stock-based compensation expenses from 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, we believe excluding stock-based compensation expenses allows investors to make meaningful comparisons between our recurring core business operating results and those of other companies. Amortization of developed technologies and purchased intangibles. We incur amortization of acquisition-related developed technologies 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 our 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 our future period revenues as well. Amortization of developed technologies and purchased intangible assets will recur in future periods. CEO transition costs. We exclude amounts paid to our 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 our 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 our ongoing operating expenses. We further believe that excluding the CEO transition costs from our non-GAAP results is useful to investors in that it allows for period-over-period comparability.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. Restructuring and other exit costs, net. These expenses are associated with realigning our business strategies based on current economic conditions. In connection with these restructuring actions or other exit actions, we recognize costs related to termination benefits for former employees whose positions were eliminated, the closure of facilities, and cancellation of certain contracts. We exclude these charges because these expenses are not reflective of ongoing business and operating results. We believe it is useful for investors to understand the effects of these items on our total operating expenses. Lease-related asset impairments and other charges. These charges are associated with the optimization of our facilities costs related to leases for facilities that we have recently vacated as a result of our one-time move to a more hybrid remote workforce. In connection with these facility leases, we recognize costs related to the impairment or abandonment of operating lease right-of-use assets, computer equipment, furniture, and leasehold improvements, and other costs. We exclude these charges because these expenses are not reflective of ongoing business and operating results. We believe it is useful for investors to understand the effects of these items on our total operating expenses. 53 -------------------------------------------------------------------------------- Acquisition-related costs. We exclude 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 our control and unrelated to the continuing operations of the acquired business or our Company. 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. We believe excluding acquisition-related costs facilitates the comparison of our financial results to our historical operating results and to other companies in our industry. Loss (gain) on strategic investments and dispositions. We exclude gains and losses related to our strategic investments and dispositions of strategic investments, purchased intangibles, and businesses from our non-GAAP measures primarily because management finds it useful to exclude these variable gains and losses on these investments and dispositions in assessing our financial results. Included 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 gain and loss on dispositions. We believe excluding these items is useful to investors because these excluded items do not correlate to the underlying performance of our business and these losses or gains were incurred in connection with strategic investments and dispositions which do not occur regularly. Discrete tax provision items. We exclude the GAAP tax provision, including discrete items, from the non-GAAP measure of net income (loss), and include 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 this approach assists investors in understanding the tax provision and the effective tax rate related to ongoing operations. We believe the exclusion of these discrete tax items provides investors with useful supplemental information about our operational performance. 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. 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.
Liquidity and Capital Resources
Our primary source of cash is from the sale of our software and related services. Our primary use of cash is payment of our operating costs, which consist primarily of employee-related expenses, such as compensation and benefits, as well as general operating expenses for marketing, facilities, and overhead costs. Long-term cash requirements for items other than normal operating expenses are anticipated for the following: the acquisition of businesses, software products, or technologies complementary to our business; repayment of debt; common stock repurchases; and capital expenditures, including the purchase and implementation of internal-use software applications.
At
InSeptember 2021 , Autodesk entered into an amended and restated credit agreement ("Credit Agreement") by and among Autodesk, the lenders party thereto, andCitibank, N.A ., as agent, that provides for a revolving credit facility in the aggregate principal amount of$1.5 billion with an option to be increased up to$2.0 billion . The revolving credit facility is available for working capital or other business needs. The maturity date on the Credit Agreement isSeptember 30, 2026 . AtOctober 31, 2022 , Autodesk had no outstanding borrowings under the Credit Agreement. Additionally, as ofDecember 6, 2022 , we have no amounts outstanding under the Credit Agreement. See Part I, Item 1, "Financial Statements," Note 14, "Borrowing Arrangements," in the Notes to Condensed Consolidated Financial Statements for further discussion on our covenant requirements and recent amendments to the Credit Agreement. If we are unable to remain in compliance with the covenants under the Credit Agreement, we will not be able to draw on our revolving credit facility. 54 --------------------------------------------------------------------------------
As of
Our cash and cash equivalents are held by diversified financial institutions globally. Our primary commercial banking relationship is with Citigroup and its global affiliates. In addition,Citibank N.A ., an affiliate of Citigroup, is one of the lead lenders and agent in the syndicate of our$1.5 billion revolving credit facility. Our cash and cash equivalents balances are concentrated in a few locations around the world, with substantial amounts held outside ofthe United States . As ofOctober 31, 2022 , approximately 66% of our total cash or cash equivalents are located in foreign jurisdictions and that percentage will fluctuate subject to business needs. There are several factors that can impact our ability to utilize foreign cash balances, such as foreign exchange restrictions, foreign regulatory restrictions, or adverse tax costs. The Tax Act included a mandatory one-time tax on accumulated earnings of foreign subsidiaries and generally eliminatedU.S. taxes on foreign subsidiary distributions in future periods. As a result, earnings in foreign jurisdictions are generally available for distribution tothe United States with little to no incrementalU.S. taxes. We regularly review our capital structure and consider a variety of potential financing alternatives and planning strategies to ensure we have the proper liquidity available in the locations in which it is needed. We expect to meet our liquidity needs through or in combination of current cash balances, ongoing cash flows, and external borrowings. Cash from operations could also be affected by various risks and uncertainties, including, but not limited to, the risks detailed in Part II, Item 1A titled "Risk Factors." Based on our current business plan and revenue prospects, we believe that our existing cash and cash equivalents, our anticipated cash flows from operations, and our available revolving credit facility will be sufficient to meet our working capital and operating resource expenditure requirements for at least the next 12 months. Our revenue, earnings, cash flows, receivables, and payables are subject to fluctuations due to changes in foreign currency exchange rates, for which we have put in place foreign currency contracts as part of our risk management strategy. See Part I, Item 3, "Quantitative and Qualitative Disclosures About Market Risk" for further discussion. Nine Months Ended October 31, (in millions) 2022 2021 Net cash provided by operating activities$ 1,160 $ 809 Net cash used in investing activities (84) (1,299) Net cash (used in) provided by financing activities (897) 473 Net cash provided by operating activities of$1,160 million for the nine months endedOctober 31, 2022 , primarily consisted of$530 million of our net income adjusted for$542 million non-cash items such as stock-based compensation expense, and depreciation, amortization, and accretion expense, lease-related impairment charges, and deferred income tax. Cash provided by working capital increased due to the change in accounts receivable of$70 million due to the seasonality of our billings in the fourth fiscal quarter and timing of cash collections from customers and the change in accrued income taxes of$79 million offset in part by the change in accounts payable and other liabilities of$76 million primarily due to the timing of payments related to employee compensation and related costs. Net cash provided by operating activities of$809 million for the nine months endedOctober 31, 2021 , primarily consisted of$408 million of our net income adjusted for$552 million non-cash items such as stock-based compensation expense, and depreciation, amortization, and accretion expense. The decrease in cash provided by working capital was primarily due to an increase in prepaid expenses and other assets of$139 million , due to timing of prepaid operating expenses, and a decrease in accounts payable and other liabilities of$67 million , due to the timing of payments related to employee compensation and related costs, offset by a decrease in accounts receivable of$70 million , due to the seasonality of our billings in the fourth fiscal quarter and timing of cash collections from customers. Net cash used in investing activities was$84 million for the nine months endedOctober 31, 2022 , primarily due to purchases of marketable securities, business combinations, net of cash acquired, and purchases of strategic investments partially offset by the sales and maturities of marketable securities. Net cash used in investing activities was$1,299 million for the nine months endedOctober 31, 2021 , and was primarily due to a business combination, net of cash acquired. Net cash used in financing activities was$897 million for the nine months endedOctober 31, 2022 , primarily due to repurchases of common stock. Net cash used in financing activities was$473 million for the nine months endedOctober 31 , 55 --------------------------------------------------------------------------------
2021, primary due to the proceeds from debt issuance, net of discount. These cash inflows were offset in part by repurchases of common stock.
Issuer Purchases of
Autodesk's stock repurchase programs provide Autodesk with the ability to offset the dilution from the issuance of stock under our employee stock plans and reduce shares outstanding over time, and has the effect of returning excess cash generated from our business to stockholders. Under the share repurchase programs, Autodesk may repurchase shares from time to time in open market transactions, privately negotiated transactions, accelerated share repurchase programs, tender offers, or by other means. The share repurchase programs do not have an expiration date and the pace and timing of repurchases will depend on factors such as cash generation from operations, available surplus, the volume of employee stock plan activity, remaining shares or dollar amount available in the authorized pool, cash requirements for acquisitions, cash requirements to retire outstanding debt, economic and market conditions, stock price, and legal and regulatory requirements.
The following table provides information about the repurchase of common stock in
open-market transactions during the three months ended
Total Number of Shares Maximum Number of
Total Number of Purchased as Part of Shares that May Yet Be
Shares Average Price Publicly Announced Plans Purchased Under the
(Shares in thousands) Purchased Paid per Share or Programs (1) Plans or Programs (2)
August 1 - August 31 289 $ 217.05 289 4,359
September 1 - September 30 527 193.98 527 3,832
October 1 - October 31 77 192.64 77 3,755
Total 893 $ 201.33 893
________________
(1)This represents shares purchased in open-market transactions under the stock
repurchase plans approved by the Board of Directors.
(2)These amounts correspond to the plan publicly announced and approved by the
Board of Directors in September 2016 that authorized the repurchase of 30
million shares. At October 31, 2022 , 3,755 thousand shares remained available
for repurchase under the September 2016 repurchase program approved by the Board
of Directors. The plans do not have a fixed expiration date. See Part I, Item 1,
"Financial Statements," Note 18, "Stockholders' Equity," in the Notes to the
Condensed Consolidated Financial Statements for further discussion.
In November 2022 , the Board of Directors authorized the repurchase of $5 billion
of the Company's common stock, in addition to the approximately 3,755 thousand
shares remaining under previously announced share repurchase programs.
Glossary of Terms
Billings: Total revenue plus the net change in deferred revenue from the beginning to the end of the period.
Cloud Service Offerings: Represents individual term-based offerings deployed through web browser technologies or in a hybrid software and cloud configuration. Cloud service offerings that are bundled with other product offerings are not captured as a separate cloud service offering.
Constant Currency (CC) Growth Rates: We attempt to represent the changes in the underlying business operations by eliminating fluctuations caused by changes in foreign currency exchange rates as well as eliminating hedge gains or losses recorded within the current and comparative periods. We calculate constant currency growth rates by (i) applying the applicable prior period exchange rates to current period results and (ii) excluding any gains or losses from foreign currency hedge contracts that are reported in the current and comparative periods.
Design Business: Represents the combination of maintenance, product subscriptions, and all EBAs. Main products include, but are not limited to, AutoCAD, AutoCAD LT, Industry Collections, Revit, Inventor, Maya and 3ds Max. Certain products, such as our computer aided manufacturing solutions, incorporate both Design and Make functionality and are classified as Design.
Enterprise Business Agreements (EBAs): Represents programs providing enterprise customers with token-based access to a broad pool of Autodesk products over a defined contract term.
Free Cash Flow: Cash flow from operating activities minus capital expenditures.
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Industry Collections: Autodesk Industry Collections are a combination of
products and services that target a specific user objective and support a set of
workflows for that objective. Our Industry Collections consist of: Autodesk
Architecture, Engineering and Construction Collection, Autodesk Product Design
and Manufacturing Collection, and Autodesk Media and Entertainment Collection.
Maintenance Plan: Our maintenance plans provide our customers with a cost
effective and predictable budgetary option to obtain the productivity benefits
of our new releases and enhancements when and if released during the term of
their contracts. Under our maintenance plans, customers are eligible to receive
unspecified upgrades when and if available, and technical support. We recognize
maintenance revenue over the term of the agreements, generally one year.
Make Business: Represents certain cloud-based product subscriptions. Main products include, but are not limited to, Assemble, Autodesk Build, BuildingConnected, Fusion 360 and ShotGrid. Certain products, such as Fusion 360, incorporate both Design and Make functionality and are classified as Make.
Net Revenue Retention Rate (NR3): Measures the year-over-year change in
Recurring Revenue for the population of customers that existed one year ago
("base customers"). Net revenue retention rate is calculated by dividing the
current quarter Recurring Revenue related to base customers by the total
corresponding quarter Recurring Revenue from one year ago. Recurring Revenue is
based on USD reported revenue, and fluctuations caused by changes in foreign
currency exchange rates and hedge gains or losses have not been eliminated.
Recurring Revenue related to acquired companies, one year after acquisition, has
been captured as existing customers until such data conforms to the calculation
methodology. This may cause variability in the comparison.
Other Revenue: Consists of revenue from consulting, training, and other products
and services, and is recognized as the products are delivered and services are
performed.
Product Subscription: Provides customers a flexible, cost-effective way to access and manage 3D design, engineering, and entertainment software tools. Our product subscriptions currently represent a hybrid of desktop and cloud functionality, which provides a device-independent, collaborative design workflow for designers and their stakeholders.
Recurring Revenue: Consists of the revenue for the period from our traditional maintenance plans, our subscription plan offerings, and certain Other revenue. It excludes subscription revenue related to third-party products. Recurring revenue acquired with the acquisition of a business is captured when total subscriptions are captured in our systems and may cause variability in the comparison of this calculation. Remaining Performance Obligations (RPO): The sum of total short-term, long-term, and unbilled deferred revenue. Current remaining performance obligations is the amount of revenue we expect to recognize in the next twelve months.
Spend: The sum of cost of revenue and operating expenses.
Subscription Plan: Comprises our term-based product subscriptions, cloud service offerings, and EBAs. Subscriptions represent a combined hybrid offering of desktop software and cloud functionality which provides a device-independent, collaborative design workflow for designers and their stakeholders. With subscription, customers can use our software anytime, anywhere, and get access to the latest updates to previous versions.
Subscription Revenue: Includes our cloud-enabled term-based product subscriptions, cloud service offerings, and flexible EBAs.
Unbilled Deferred Revenue: Unbilled deferred revenue represents contractually
stated or committed orders under early renewal and multi-year billing plans for
subscription, services, and maintenance for which the associated deferred
revenue has not been recognized. Under FASB Accounting Standards Codification
("ASC") Topic 606, unbilled deferred revenue is not included as a receivable or
deferred revenue on our Condensed Consolidated Balance Sheet.
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