EX-99.1 2 f17480exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
(BROCADE LOGO)
BROCADE CONTACTS
Investor Relations
Shirley Stacy
Tel: 408-333-5752
sstacy@brocade.com
  Media Relations
Leslie Davis
Tel: 408-333-5260
lmdavis@brocade.com
   
BROCADE REPORTS STRONG FIRST QUARTER FISCAL YEAR 2006 RESULTS
Record First Quarter Revenues of $170.1 Million; Increase 17% Sequentially and 5%
Year-Over-Year
SAN JOSE, Calif.—February 16, 2006—Brocade Communications Systems, Inc. (Brocade®) (Nasdaq: BRCD) today reported financial results for its first quarter of fiscal year 2006 (Q1 06), which ended January 28, 2006. Net revenues for Q1 06 were a record $170.1 million. Revenues for the quarter increased 17 percent from $145.5 million reported in the fourth quarter of fiscal year 2005 (Q4 05) and increased 5 percent from $161.6 million reported in the first quarter of fiscal year 2005 (Q1 05).
Reporting on a GAAP basis, net income for Q1 06 was $12.6 million, or $0.05 per share basic and diluted. This compares to GAAP net income for Q4 05 of $1.1 million, or $0.00 per share basic and diluted, and GAAP net income for Q1 05 of $27.9 million, or $0.10 per share basic and diluted.
Non-GAAP net income for Q1 06 was $25.9 million or $0.10 per share basic and diluted, as compared to non-GAAP net income for Q4 05 of $19.0 million, or $0.07 per share basic and diluted, and non-GAAP net income for Q1 05 of $28.3 million, or $0.11 per share basic and $0.10 per share diluted. Non-GAAP net income for Q1 06 excludes net stock-based compensation expenses, amortization of deferred stock compensation expense related to prior acquisitions, costs associated with the completed internal review and ongoing SEC investigation, provision for an estimated settlement with the SEC, and associated tax effects of non-GAAP adjustments. Non-GAAP net income for Q4 05 excludes net stock-based compensation expenses (benefit), amortization of deferred stock compensation expense related to prior acquisitions, costs associated with the completed internal review and ongoing SEC investigation, a reduction of previously recorded restructuring costs, taxes and other fees in connection with the repatriation of foreign earnings, loss on investments primarily associated with the defeasance of the Company’s 2% Convertible Notes, and associated tax effects of non-GAAP adjustments. Non-GAAP net income for Q1 05 excludes a one time warranty benefit, net stock-based compensation benefit, amortization of deferred stock compensation expense related to a prior acquisition, gains related to
Brocade Communications Systems, Inc.
1745 Technology Dr. San Jose, CA 95110
T 408.487.800 F 408.487.8101
www.brocade.com

 


 

BROCADE REPORTS FIRST QUARTER FISCAL 2006 FINANCIAL RESULTS   PAGE 2
repurchases of convertible subordinated debt, costs associated with the completed internal review, and associated tax effects of non-GAAP adjustments. A reconciliation between GAAP and non-GAAP information is contained in the tables below.
During the quarter the Company began active settlement discussions with the staff of the SEC regarding its restatements related to stock option accounting. As a result of these discussions, in Q1 06, the Company booked a $5.0 million provision for an estimated settlement expense. This amount is the Company’s best estimate at this time and is subject to change as discussions with the staff of the SEC continue.
“Our first quarter results were outstanding and exceeded our expectations in our seasonally strongest quarter,” said Michael Klayko, Brocade Chief Executive Officer. “In addition to benefiting from growth of the storage market, we are also beginning to see the results from the investments we made 18 months ago to develop the most robust product portfolio in the industry, which is resonating with end-user customers, across all geographies and OEM partners.”
Certain reclassifications have been made to prior year balances in order to conform to the current year presentation.
Q1 06 Financial Highlights
    Q1 06 cash flow from operations was $32.0 million, compared to $39.4 million in Q4 05 and $35.2 million in Q1 05.
 
    Cash and investments, net of the Company’s convertible debt as of the end of Q1 06 was $510.2 million, compared to $485.5 million as of the end of Q4 05 and $429.9 million as of the end of Q1 05.
 
    Day sales outstanding in accounts receivable for Q1 06 were 41 days, compared with 44 days in Q4 05 and 58 days in Q1 05.
 
    For Q1 06, three customers, EMC, HP, and IBM, each accounted for 10 percent or more of total revenues and in total represented approximately 72 percent of total revenues.
 
    As of January 28, 2006, the Company had 1,208 employees, compared with 1,160 employees as of October 29, 2005 and 1,038 employees as of January 29, 2005.
Q1 06 Business Highlights
Brocade’s successful transition to 4Gbit/sec SAN products contributed to its strong operating results in the quarter. The growing demand for high-speed connectivity is helping the company win business across all major industry segments – including financial services, telecommunications, automotive manufacturing, and healthcare – with many installations capitalizing on end-to-end 4Gbit/sec performance supported exclusively by Brocade.

 


 

BROCADE REPORTS FIRST QUARTER FISCAL 2006 FINANCIAL RESULTS   PAGE 3
Other business highlights during the first quarter include:
    An expanded agreement with Nortel Networks to develop software for that company’s branch office optimization solutions, based on technology from the Brocade Tapestry WAFS products.
 
    Brocade was once again positioned in the Gartner, Inc. SAN Market Leaders Quadrant. Specifically noted were Brocade’s lead with the only entry-to-enterprise family of 4Gbit/sec SAN infrastructure platforms, and the company’s strong position as a top supplier of SAN switch modules for bladed servers, with design wins for use with HP, Dell, IBM, Intel, Fujitsu-Siemens, and Hitachi Japan bladed server systems.
 
    Continued growth of Brocade Connect, a technical information web portal with more than 21,000 registered users who engage with the Company and collaborate online with other users to exchange information and best practices regarding networked storage solutions.
 
    Increased usage of the company’s innovative SAN Health management tool. Over 7,000 end-user customers now utilize SAN Health to better manage their SAN environments, and Brocade now delivers approximately 200 detailed SAN Health reports to customers each day.
Conference Call
Brocade will host a conference call on Thursday, February 16, 2006 at 2:00 p.m. PT (5:00 p.m. ET) to discuss its first quarter results. The call will be audio webcast live via the Internet at www.brocade.com/investors. A telephone replay of the conference call will be available approximately three hours after the conference call concludes or 6:00 p.m. PT (9:00 p.m. ET). To access the telephone replay, dial (800) 642-1687 or (706) 645-9291, passcode: 4925754. A replay of the conference call will also be available via webcast at www.brocade.com/investors for approximately twelve months.
Non-GAAP Information
The non-GAAP information provided in this press release is a supplement to, and not a substitute for, our financial results presented in accordance with GAAP. The non-GAAP results exclude certain expenses and income to provide what we believe is a more complete understanding of our underlying operational results and trends. Specifically, we believe the non-GAAP results provide useful information to both management and investors by excluding certain gains (losses), including the gain related to repurchases of our convertible subordinated debt, loss on investments primarily associated with the defeasance of the Company’s 2% Convertible Notes, and certain costs or benefits, including a one time warranty benefit, net stock-based compensation expense (benefit), amortization of deferred stock compensation expense related to prior acquisitions, a reduction of previously recorded restructuring costs, costs associated with

 


 

BROCADE REPORTS FIRST QUARTER FISCAL 2006 FINANCIAL RESULTS   PAGE 4
the completed internal review and ongoing SEC investigation, provision for an estimated settlement with the SEC, and expenses related to repatriation of foreign earnings that we believe are not indicative of our core operating results. The associated tax effects of the non-GAAP adjustments represent a pro rata adjustment to the GAAP income tax provision. Further, these non-GAAP results are one of the primary indicators management uses for planning and forecasting of future periods. Brocade management refers to these non-GAAP financial measures in making decisions regarding operational performance and to facilitate internal comparisons to historical operating results and to competitors’ operating results. Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.
Cautionary Statement
This press release contains forward-looking statements, including statements regarding the Company’s financial results for the first quarter, customer demand for the Company’s products, new product and service offerings, and the Company’s overall product strategy. These statements are based on current expectations on the date of this press release and involve a number of risks and uncertainties, which may cause actual results to differ significantly from such estimates. The risks include, but are not limited to, adjustments resulting from the quarter close process and review by the Company’s independent auditors of the financial results for the first quarter ended January 28, 2006; market acceptance of the Company’s new product and service offerings, including the rate of customer adoption of such products and services; the ongoing SEC and DOJ investigation and settlement discussions, which may result in further changes to the Company’s historical financial results and accounting practices; the Company’s ability to manage inventory levels and distribution channels through the product line transition; the effect of competition, including pricing pressure and new product offerings; the effect of changes in IT spending levels and the Company’s ability to anticipate future OEM and end-user product needs or to accurately forecast end-user demand; dependence on a limited number of OEM partners; and the Company’s ability to manage its business effectively in a rapidly evolving market. These and other risks are set forth in more detail in the section entitled “Risk Factors” under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s annual report on Form 10-K for the year ended October 29, 2005. Brocade assumes no obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.

 


 

BROCADE REPORTS FIRST QUARTER FISCAL 2006 FINANCIAL RESULTS   PAGE 5
About Brocade Communications Systems, Inc.
Brocade delivers the industry’s leading platforms and solutions for intelligently connecting, managing, and optimizing IT resources in shared storage environments. The world’s premier systems, server, and storage providers offer the Brocade SilkWorm family of fabric switches and software as the foundation for SAN solutions in organizations of all sizes. In addition, the Brocade Tapestry™ family of application infrastructure solutions extends the ability to proactively manage and optimize application and information resources across the enterprise. Using Brocade solutions, organizations are better positioned to reduce cost, manage complexity, and satisfy business compliance requirements through optimized use and management of their application infrastructures. For more information, visit the Brocade Web site at www.brocade.com or contact the company at info@brocade.com.
###
Brocade, the Brocade B weave logo, Fabric OS, Secure Fabric OS, and SilkWorm are registered trademarks and Tapestry is a trademark of Brocade Communications Systems, Inc., in the United States and/or in other countries. All other brands, products, or service names are or may be trademarks or service marks of, and are used to identify, products or services of their respective owners.

 


 

BROCADE REPORTS FIRST QUARTER FISCAL 2006 FINANCIAL RESULTS   PAGE 6
BROCADE COMMUNICATIONS SYSTEMS, INC.
GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
                         
    Three Months Ended  
    January 28,     October 29,     January 29,  
    2006     2005     2005  
 
                       
Net revenues
  $ 170,082     $ 145,516     $ 161,578  
Cost of revenues
    69,381       64,949       64,406  
 
                 
Gross margin
    100,701       80,567       97,172  
Operating expenses:
                       
Research and development
    38,119       34,388       31,674  
Sales and marketing
    30,868       26,285       24,825  
General and administrative
    7,801       6,866       6,663  
Internal review and SEC investigation costs
    4,029       5,201       3,741  
Provision for SEC settlement
    5,000              
Amortization of acquisition related deferred stock compensation
    623       680       107  
Restructuring benefit
          (533 )      
 
                 
Total operating expenses
    86,440       72,887       67,010  
 
                 
Income from operations
    14,261       7,680       30,162  
Interest and other income, net
    7,030       6,054       5,190  
Interest expense
    (1,777 )     (1,997 )     (2,237 )
Gain on repurchases of convertible subordinated debt
                150  
Loss on investments, net
          (5,178 )      
 
                 
Income before provision for income taxes
    19,514       6,559       33,265  
Income tax provision
    6,928       5,503       5,322  
 
                 
Net income
  $ 12,586     $ 1,056     $ 27,943  
 
                 
 
                       
Net income per share – Basic
  $ 0.05     $ 0.00     $ 0.10  
 
                 
Net income per share – Diluted
  $ 0.05     $ 0.00     $ 0.10  
 
                 
Shares used in per share calculation – Basic
    269,400       269,679       266,218  
 
                 
Shares used in per share calculation – Diluted
    272,101       270,311       271,422  
 
                 

 


 

BROCADE REPORTS FIRST QUARTER FISCAL 2006 FINANCIAL RESULTS   PAGE 7
BROCADE COMMUNICATIONS SYSTEMS, INC.
RECONCILIATION BETWEEN GAAP AND NON-GAAP NET INCOME
(in thousands, except per share data)
(unaudited)
                         
    Q1 06     Q4 05     Q1 05  
 
                       
Net income on a GAAP basis
  $ 12,586     $ 1,056     $ 27,943  
Adjustments:
                       
Stock-based compensation expense (benefit) included in cost of revenues
    1,754       (83 )     (237 )
Warranty benefit included in cost of revenues
                (1,853 )
 
                 
Total gross margin adjustments
    1,754       (83 )     (2,090 )
Internal review and SEC investigation costs
    4,029       5,201       3,741  
Provision for SEC settlement
    5,000              
Stock-based compensation expense (benefit) included in research and development
    1,817       2       (688 )
Stock-based compensation expense (benefit) included in sales and marketing
    1,317       42       (221 )
Stock-based compensation expense (benefit) included in general and administrative
    666       18       (167 )
Professional fees related to repatriation of foreign earnings included in general and administrative
          384        
Amortization of acquisition related deferred stock compensation
    623       680       107  
Restructuring benefit
          (533 )      
 
                 
Total operating expense adjustments
    13,452       5,794       2,772  
 
                 
Total operating income adjustments
    15,206       5,711       682  
Gain on repurchases of convertible subordinated debt
                (150 )
Loss on investments
          5,178        
Income tax related to repatriation of foreign earnings
          4,334        
Income tax effect of adjustments
    (1,850 )     2,673       (145 )
 
                 
Non-GAAP net income
  $ 25,942     $ 18,952     $ 28,330  
 
                 
 
                       
Non-GAAP net income per share – basic
  $ 0.10     $ 0.07     $ 0.11  
 
                 
Non-GAAP net income per share – diluted
  $ 0.10     $ 0.07     $ 0.10  
 
                 
Shares used in non-GAAP per share calculation – basic
    269,400       269,679       266,218  
 
                 
Shares used in non-GAAP per share calculation – diluted
    272,101       270,311       271,422  
 
                 
The non-GAAP information provided in this press release is a supplement to, and not a substitute for, our financial results presented in accordance with GAAP. The non-GAAP results exclude certain expenses and income to provide what we believe is a more complete understanding of our underlying operational results and trends. Specifically, we believe the non-GAAP results provide useful information to both management and investors by excluding certain gains (losses), including the gain related to repurchases of our convertible subordinated debt, loss on investments primarily associated with the defeasance of the Company’s 2% Convertible Notes, and certain costs or benefits, including a one time warranty benefit, net stock-based compensation expense (benefit), amortization of deferred stock compensation expense related to prior acquisitions, a reduction of previously recorded restructuring costs, costs associated with the completed internal review and ongoing SEC investigation, provision for an estimated settlement with the SEC, and expenses related to repatriation of foreign earnings that we believe are not indicative of our core operating results. The associated tax effects of the non-GAAP adjustments represent a pro rata adjustment to the GAAP income tax provision. Further, these non-GAAP results are one of the primary indicators management uses for planning and forecasting of future periods. Brocade management refers to these non-GAAP financial measures in making decisions regarding operational performance and to facilitate internal comparisons to historical operating results and to competitors’ operating results. Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.

 


 

BROCADE REPORTS FIRST QUARTER FISCAL 2006 FINANCIAL RESULTS   PAGE 8
BROCADE COMMUNICATIONS SYSTEMS, INC.
GAAP CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
                 
    January 28,     October 29,  
    2006     2005  
Assets
               
 
               
Current assets:
               
Cash and cash equivalents
  $ 187,872     $ 182,001  
Short-term investments
    262,465       209,865  
 
           
Total cash, cash equivalents, and short-term investments
    450,337       391,866  
Restricted short-term investments
    277,040       277,230  
Accounts receivable, net
    76,168       70,104  
Inventories
    8,164       11,030  
Prepaid expenses and other current assets
    21,458       19,908  
 
           
Total current assets
    833,167       770,138  
 
               
Long-term investments
    61,740       95,306  
Property and equipment, net
    106,814       108,118  
Other assets
    11,955       8,168  
 
           
Total assets
  $ 1,013,676     $ 981,730  
 
           
 
               
Liabilities and Stockholders’ Equity
               
 
               
Current liabilities:
               
Accounts payable
  $ 28,040     $ 23,778  
Accrued employee compensation
    36,879       37,762  
Deferred revenue
    50,964       45,488  
Current liabilities associated with lease losses
    4,470       4,659  
Other accrued liabilities
    70,766       69,832  
Convertible subordinated debt
    278,883       278,883  
 
           
Total current liabilities
    470,002       460,402  
 
               
Non-current liabilities associated with lease losses
    11,442       12,481  
 
               
Stockholders’ equity Common stock
    862,981       855,833  
Deferred stock compensation
          (3,180 )
Accumulated other comprehensive income (loss)
    (3,503 )     (3,974 )
Accumulated deficit
    (327,246 )     (339,832 )
 
           
Total stockholders’ equity
    532,232       508,847  
 
           
Total liabilities and stockholders’ equity
  $ 1,013,676     $ 981,730  
 
           

 


 

BROCADE REPORTS FIRST QUARTER FISCAL 2006 FINANCIAL RESULTS   PAGE 9
BROCADE COMMUNICATIONS SYSTEMS, INC.
GAAP CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
(in thousands)
(unaudited)
                 
    Quarter Ended  
    January 28,     January 29,  
    2006     2005  
 
               
Cash flows from operating activities:
               
Net income
  $ 12,586     $ 27,943  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    9,403       12,904  
Loss on disposal of property and equipment
    41       161  
Amortization of debt issuance costs
    405       398  
Gain on repurchase of convertible subordinated debt
          (150 )
Non-cash compensation expense (benefit)
    6,938       (935 )
Provision for doubtful accounts receivable and sales returns
    598       1,243  
Provision for SEC settlement
    5,000        
Changes in operating assets and liabilities:
               
Accounts receivable
    (6,662 )     (9,312 )
Inventories
    2,866       (1,336 )
Prepaid expenses and other assets
    (2,462 )     2,766  
Accounts payable
    4,262       (1,071)  
Accrued employee compensation
    (883 )     (6,873 )
Deferred revenue
    5,476       5,737  
Other accrued liabilities and long-term debt
    (4,317 )     5,095  
Liabilities associated with lease losses
    (1,217 )     (1,402 )
 
           
Net cash provided by operating activities
    32,034       35,168  
 
           
 
               
Cash flows from investing activities:
               
Purchases of property and equipment
    (8,174 )     (5,827 )
Purchases of short-term investments
    (60,835 )     (16,283 )
Proceeds from maturities and sale of short-term investments
    52,649       195,452  
Purchases of long-term investments
    (11,068 )     (70,125 )
Proceeds from maturities and sale of long-term investments
          7,500  
Purchases of restricted short-term investments
    (50 )      
Proceeds from the maturities of restricted short-term investments
    1,208        
Purchases of non-marketable minority equity investments
    (3,750 )     (500 )
 
           
Net cash provided by (used in) investing activities
    (30,020 )     110,217  
 
           
 
               
Cash flows from financing activities:
               
Purchases of convertible subordinated debt
          (3,983 )
Proceeds from issuance of common stock, net
    3,863       21,352  
 
           
Net cash provided by financing activities
    3,863       17,369  
 
           
Effect of exchange rate fluctuations on cash and cash equivalents
    (6 )     180  
 
           
 
               
Net increase in cash and cash equivalents
    5,871       162,934  
Cash and cash equivalents, beginning of period
    182,001       79,375  
 
           
Cash and cash equivalents, end of period
  $ 187,872     $ 242,309