Autodesk 2010 Annual Report Download - page 183

AUTODESK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The $14.1 million of goodwill, which represents the excess of the purchase price over the fair value of the
acquired net tangible and intangible assets, is deductible for tax purposes.
Fiscal 2009 Acquisitions
Moldflow
In June 2008, Autodesk acquired Moldflow Corporation (“Moldflow”), based in Framingham,
Massachusetts. Moldflow software solutions are used for the design and engineering of injection-molded plastic
parts. The acquisition of Moldflow added simulation and optimization capabilities to Autodesk’s digital
prototyping solution portfolio. Autodesk acquired Moldflow for $22.00 per share, or approximately $183.5
million cash, net of cash acquired. The acquisition was structured as a cash tender offer for all the outstanding
shares of Moldflow common stock. Autodesk incorporated Moldflow into Autodesk’s MFG segment.
Management’s allocation of the purchase price consideration, based on a valuation of the acquired assets
and liabilities, was as follows:
Developed technologies (6 year useful life) ......................................... $ 33.1
Customer relationships (6 year useful life) ......................................... 32.6
Trade name (6 year useful life) .................................................. 6.9
In-process research and development ............................................. 16.2
Goodwill .................................................................... 125.7
Deferred revenue ............................................................. (3.0)
Restructuring reserve .......................................................... (2.9)
Deferred tax assets ............................................................ 7.0
Deferred tax liabilities ......................................................... (30.7)
Net tangible assets ............................................................ 94.3
$279.2
In-process research and development represents incomplete research and development projects that had not
reached technological feasibility and had no alternative future use as of the acquisition date. Total in-process
research and development related to Moldflow of $16.2 million was expensed to research and development
during fiscal 2009 on the Consolidated Statement of Operations.
Customer relationships represent the underlying relationships and agreements with Moldflow’s existing
customers. Trade name represents the estimated fair value of Moldflow’s trade name and trademarks. The $125.7
million of goodwill, which represents the excess of the purchase price over the fair value of the acquired net
tangible and intangible assets, is not deductible for tax purposes. Deferred revenue represents the estimated fair
value of the support and maintenance obligations assumed from Moldflow in connection with this acquisition. As
of January 31, 2010, these support and maintenance obligations have been fulfilled. Autodesk management
approved a restructuring plan directly resulting from the Moldflow acquisition and involving the elimination of
employees and consolidation of facilities (“Moldflow Restructuring Plan”). The total restructuring reserve
established for this plan was reflected as an allocation item in the total purchase price consideration of the
acquisition. The Moldflow Restructuring Plan was established in accordance with Emerging Issues Task Force
Issue No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination” (“EITF 95-3”).
The total estimated cost of the Moldflow Restructuring Plan was $2.9 million for severance, outplacement and
facilities consolidation costs.
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