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Acquisitions | 12 Months Ended
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Jan. 31, 2020
Business Combinations [Abstract] |
Acquisitions | 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 been presented for acquisitions that were material to Autodesk's Consolidated Financial Statements. Fiscal 2020 Acquisitions During the fiscal year ended January 31, 2020, Autodesk did not complete any business combinations or technology acquisitions. Fiscal 2019 Acquisitions BuildingConnected, Inc. On January 23, 2019, Autodesk acquired BuildingConnected, Inc. ("BuildingConnected"). BuildingConnected is a leading provider of construction bid-management software. The acquisition-date fair value of the consideration transferred totaled $253.2 million, which consisted of $248.1 million of cash, and $5.1 million attributable to the fair value of equity awards related to pre-combination services. Under the terms of the merger agreement, Autodesk replaced BuilidingConnected's unvested options with 116,279 Autodesk options. PlanGrid, Inc. On December 19, 2018, Autodesk acquired PlanGrid, Inc. ("PlanGrid"). PlanGrid is a leading provider of construction productivity software and this acquisition. The acquisition-date fair value of the consideration transferred totaled $777.6 million, which consisted of $772.4 million of cash and $5.2 million attributed to the fair value of assumed PlanGrid equity awards for pre-combination services. Under the terms of the merger agreement, Autodesk replaced PlanGrid's unvested options and restricted stock awards with 602,051 Autodesk options and 41,069 Autodesk RSUs. Autodesk entered into a term loan agreement in the aggregate principal amount of $500.0 million to fund a portion of the purchase. See Note 8, "Borrowing Arrangements" for more information. Assemble Systems, Inc. On July 3, 2018, Autodesk acquired Assemble Systems, Inc. ("Assemble Systems"). Assemble Systems is a provider of software solutions that enable construction professionals to influence, query and connect BIM data to key workflows across bid management, estimating, scheduling, site management and finance. The acquisition-date fair value of the consideration transferred totaled $93.6 million, which consisted of $38.2 million of cash, $44.8 million of Autodesk common stock (340,769 shares) and ascribed a value of $10.6 million to Autodesk's existing equity interest in Assemble Systems. Prior to the acquisition date, Autodesk accounted for its approximate 14% equity interest in Assemble Systems as a cost-method investment. The acquisition-date fair value of Autodesk's existing equity interest was $10.6 million and was included in the measurement of the consideration transferred. Autodesk recognized a gain of $4.6 million as a result of remeasuring its prior equity interest in Assemble Systems held before the business combination using a control premium to calculate a discount for lack of control. The gain is included in “Interest and other expense, net” in the Consolidated Statements of Operations. Purchase Price Allocation For the Assemble Systems, PlanGrid, and BuildingConnected acquisitions that were accounted for as business combinations, 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. There is no amount of goodwill that 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, 2019:
| Assemble Systems (1) |  | PlanGrid (2) |  | BuildingConnected (3) |  | Total
Developed technologies | $ | 4.4 |  |  | $ | 78.0 |  |  | $ | 12.5 |  |  | $ | 94.9 |
Customer relationships and other non-current intangible assets | 12.0 |  |  | 98.0 |  |  | 26.9 |  |  | 136.9 |
Trade name | 2.8 |  |  | 20.0 |  |  | 6.8 |  |  | 29.6 |
Goodwill | 71.8 |  |  | 589.5 |  |  | 206.7 |  |  | 868.0 |
Deferred revenue (current and non-current) | (1.7 | ) |  | (25.5 | ) |  | (2.8 | ) |  | (30.0 | )
Net tangible assets | 4.3 |  |  | 17.6 |  |  | 3.1 |  |  | 25.0 |
Total | $ | 93.6 |  |  | $ | 777.6 |  |  | $ | 253.2 |  |  | $ | 1,124.4 |
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(1) | During fiscal 2020, Autodesk recorded a measurement period adjustment related to the valuation of the deferred tax liability associated with the Assemble Systems acquisition. This adjustment reduced goodwill and increased net tangible assets by $0.2 million.
(2) | During fiscal 2020, Autodesk recorded measurement period adjustments to the preliminary determination of estimated fair value of assets and liabilities assumed associated with the PlanGrid acquisition in the amount of $0.8 million. These adjustments increased goodwill and reduced net tangible assets.
(3) | During fiscal 2020, Autodesk recorded measurement period adjustments to the preliminary determination of estimated fair value of assets and liabilities assumed associated with the BuildingConnected in the amount of $0.4 million. These adjustments increased goodwill and reduced net tangible assets.
For the three business combinations in fiscal 2019, the determination of estimated fair values of certain assets and liabilities was derived from estimated fair value assessments and assumptions by Autodesk. For PlanGrid and BuildingConnected, Autodesk's estimates and assumptions were subject to change within the measurement period (up to one year from the acquisition date). For the three business combinations in fiscal 2019, the tax impact of the acquisition was also subject to change within the measurement period. Unaudited Pro Forma Results of Acquirees Autodesk has included the financial results of each of the acquirees in the consolidated financial statements from the respective dates of acquisition; the revenues and the results of each of the acquirees, except for PlanGrid, have not been material both individually or in the aggregate to Autodesk's fiscal 2019 and 2018 results. The following unaudited pro forma financial information summarizes the combined results of operations for Autodesk and PlanGrid, as though the companies were combined as of the beginning of Autodesk's fiscal year 2018. The unaudited pro forma financial information was as follows (in millions):
| Fiscal Year ended January 31,
| 2019 |  | 2018
Total revenues | $ | 2,632.6 |  |  | $ | 2,099.2 |
Pretax loss | (157.5 | ) |  | (724.9 | )
Net loss | (200.1 | ) |  | (734.5 | )
The pro forma financial information for all periods presented includes the business combination accounting effects from the acquisition of PlanGrid including amortization expense from acquired intangible assets, compensation expense, and the interest expense and debt issuance costs related to the term loan agreement. The historical financial information has been adjusted to give effect to pro forma events that are directly attributable to the business combinations and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the Company’s fiscal 2018. The pro forma financial information for fiscal 2019 and 2018 combines the historical results of the Company, the adjusted historical results of PlanGrid for fiscal 2019 and 2018 considering the date the Company acquired PlanGrid and the effects of the pro forma adjustments described above.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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