Acquisitions

12 Months Ended

Jan. 31, 2021

Fiscal 2021 Acquisitions

The results of operations for the following acquisitions are included in the accompanying Consolidated Statements of Operations since their respective acquisition dates. Pro forma results of operations have not been presented because the effects of these acquisitions were not material to Autodesk’s Consolidated Financial Statements.

Spacemaker AS

On November 23, 2020, Autodesk acquired Spacemaker AS (“Spacemaker”). Spacemaker is a leading provider of cloud-based artificial intelligence technology and generative design enabling architects, urban designers, and real estate developers to optimize and maximize the potential of a building site, especially during early-stage design.

The acquisition-date fair value of the consideration transferred totaled $252.0 million, which consisted of $214.1 million of cash and 147,264 shares of Autodesk’s common stock at an aggregate fair value of $37.9 million. Of the total consideration transferred, $231.1 million is considered purchase consideration. Of the remaining amount, $18.9 million was recorded in “Prepaid expenses and other current assets” and “Long-term other assets” on our Consolidated Balance Sheets and will be amortized to stock-based compensation expense, and $2.0 million was recorded as stock-based compensation expense during the fiscal quarter ended January 31, 2021. The 147,264 shares of common stock are held in escrow until the third anniversary of the acquisition closing date, and 73,632 of those shares are subject to forfeiture by the employee if employment terminates during the three-year employment period. See Note 4, “Equity Compensation ,” for further discussion.

Other Acquisitions

During the fiscal year ended January 31, 2021, Autodesk also completed two other business combinations. The acquisition-date fair value of the cash consideration transferred totaled $45.4 million.

Purchase Price Allocation

The acquisitions during fiscal 2021 were accounted for as business combinations, and Autodesk recorded the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The fair values assigned to the identifiable intangible assets acquired were based on estimates and assumptions determined by management. Autodesk recorded the excess of consideration transferred over the aggregate fair values as goodwill. The goodwill recorded was primarily attributable to synergies expected to arise after the acquisition. Goodwill of $193.0 million is deductible for U.S. income tax purposes.

The following table summarizes the fair value of the assets acquired and liabilities assumed by major class for the business combinations that were completed during the fiscal year ended January 31, 2021:


	Spacemaker		Other		Total
Developed technologies	$	29.8	$	12.0	$	41.8
Customer relationships	3.9		5.7		9.6
Trade name	1.1		0.8		1.9


Goodwill	189.4		31.4		220.8
Deferred revenue (current and non-current)	(0.4)		(2.2)		(2.6)

Net tangible assets (liabilities)	7.3		(2.3)		5.0
Total	$	231.1	$	45.4	$	276.5

For the business combinations, the allocation of purchase price consideration to certain assets and liabilities is not yet finalized. For the items not yet finalized, Autodesk’s estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The primary areas of the preliminary purchase price allocation that are not yet finalized are amounts for tax assets and liabilities, pending finalization of estimates and assumptions for certain tax aspects of the transaction and residual goodwill.

Fiscal 2020 Acquisitions

During the fiscal year ended January 31, 2020, Autodesk did not complete any business combinations.

Fiscal 2019 Acquisitions

During the fiscal year ended January 31, 2019, Autodesk completed three business combinations consisting of BuildingConnected, Inc., PlanGrid, Inc. and Assemble Systems, Inc. (“Assemble Systems”) for total aggregated purchase consideration of $1.12 billion. The total purchase consideration consisted of $1.06 billion of cash, $44.8 million of Autodesk common stock, $10.3 million attributable to the fair value of equity awards related to pre-combination services, and ascribed value of $10.6 million of Autodesk’s existing equity interest in Assemble Systems. In allocating the aggregate purchase consideration based on estimated fair values, the Company recorded $261.4 million of intangible assets and $868.0 million of goodwill. There is no amount of goodwill that is deductible for U.S. income tax purposes. The results of operations for these acquisitions were included in the accompanying Consolidated Statement of Operations from the dates of the respective acquisitions.