EX-99.1 2 bc5925ex991.htm EXHIBIT 99.1

Exhibit 99.1

Message

 

FOR IMMEDIATE RELEASE

BROCADE CONTACTS

 

 

Investor Relations

Media Relations

 

Darby Dye

Leslie Davis

 

Tel: 408-333-5752

Tel: 408-333-5260

 

ddye@brocade.com

lmdavis@brocade.com

 

BROCADE REPORTS SECOND QUARTER FISCAL YEAR 2006 RESULTS

Second Quarter Revenues a Record $182.7 Million; Increase 7% Sequentially
and 26% Year-Over-Year

SAN JOSE, Calif.—May 18, 2006—Brocade Communications Systems, Inc. (Brocade®) (Nasdaq: BRCD) today reported financial results for its second quarter of fiscal year 2006 (Q2 06), which ended April 29, 2006. Net revenues for Q2 06 were a record $182.7 million.  Revenues for the quarter increased 7 percent from $170.1 million reported in the first quarter of fiscal year 2006 (Q1 06) and increased 26 percent from $144.8 million reported in the second quarter of fiscal year 2005 (Q2 05).

Reporting on a GAAP basis, net income for Q2 06 was $13.5 million, or $0.05 per share basic and diluted. This compares to GAAP net income for Q1 06 of $9.7 million, or $0.04 per share basic and diluted, and GAAP net income for Q2 05 of $21.4 million, or $0.08 per share basic and diluted.

Non-GAAP net income for Q2 06 was $26.4 million, or $0.10 per share basic and diluted, as compared to non-GAAP net income for Q1 06 of $25.9 million, or $0.10 per share basic and diluted, and non-GAAP net income for Q2 05 of $19.1 million, or $0.07 per share basic and diluted. Non-GAAP net income for Q2 06 excludes net stock-based compensation expenses, amortization of stock compensation expense related to acquisitions, amortization of intangible assets, costs associated with facilities lease losses, compensation expense related to acquisitions, costs associated with the Company’s ongoing SEC investigation, and associated tax effects of non-GAAP adjustments. Non-GAAP net income for Q1 06 excludes net stock-based compensation expenses, amortization of stock compensation expense related to 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 Q2 05 excludes net stock-based compensation benefits, gains related to repurchases of convertible subordinated debt, gains on dispositions of marketable investments, amortization of stock compensation expense related to acquisitions, a reduction of previously recorded restructuring costs, costs associated with internal review and the ongoing SEC investigation, severance expense included in general and administrative, and associated tax effects of non-GAAP adjustments.  A reconciliation between GAAP and non-GAAP information is contained in the tables below.

Brocade Communications Systems, Inc.
1745 Technology Dr. San Jose, CA 95110
T 408.487.8000 F 408.487.8101
www.brocade.com



BROCADE REPORTS SECOND QUARTER FISCAL 2006 FINANCIAL RESULTS

PAGE 2

“Our results for the second quarter of fiscal 2006 were outstanding and exceeded our expectations for what is historically a seasonally soft quarter,” said Michael Klayko, Brocade Chief Executive Officer.  “We saw balanced strength across all aspects of our core SAN business and continued progress in our newer Services and Tapestry initiatives.” 

Certain reclassifications have been made to prior year balances in order to conform to the current year presentation.

Q2 06 Financial Highlights

Q2 06 cash flow from operations was $55.7 million, compared to $32.0 million in Q1 06 and $48.5 million in Q2 05.

 

 

In Q2 06 the Company used approximately $60.0 million in cash for the acquisition of NuView, and approximately $14.9 million to repurchase 2.5 million shares of Company stock under the Company’s $100 million stock buyback authorization.

 

 

Cash and investments, including restricted short-term investments, net of the Company’s convertible debt as of the end of Q2 06 were $502.1 million, compared to $510.2 million as of the end of Q1 06 and $467.8 million as of the end of Q2 05.

 

 

Day sales outstanding in accounts receivable for Q2 06 were 38 days, compared with 41 days in Q1 06 and 55 days in Q2 05.

 

 

For Q2 06, three customers, EMC, HP, and IBM, each accounted for 10 percent or more of total revenues and in total represented approximately 70 percent of total revenues.

 

 

As of April 29, 2006, the Company had 1,316 employees, compared with 1,208 employees as of January 28, 2006 and 1,065 employees as of April 30, 2005.

Q2 06 Business Highlights

During Q2 06, Brocade announced the acquisition of NuView, Inc., a Houston-based provider of software solutions for enterprise file data management.  NuView’s suite of products extends Brocade’s expertise and leadership in shared storage into the emerging segment of File Area Network (FAN) solutions. 



BROCADE REPORTS SECOND QUARTER FISCAL 2006 FINANCIAL RESULTS

PAGE 3


Brocade also launched several new products designed to extend the value of enterprise SANs, including:

The Brocade SilkWorm 4900- an industry-first 4Gbit/sec switch supporting up to 64-ports.

 

 

The SilkWorm 7500 Switch and the SilkWorm FR4-18i Blade, both of which provide the industry’s first 4 Gbit/sec SAN routing as well as high-performance Fibre Channel over Internet Protocol (FCIP) capabilities to extend enterprise SANs over distance.

 

 

The Brocade iSCSI Gateway, a stand-alone device supporting fast and cost-effective extension of SAN connectivity for entry-level servers.

Brocade also announced an expansion of its channel program, expanded its partnership with Microsoft, and extended its alliance with Ciena Corporation to provide fully-tested Storage Area Network (SAN) solutions over Metro and Wide Area Networks (MANs/WANs).

In a separate announcement, the Company also announced today the appointment of Richard Deranleau as Chief Financial Officer.

Conference Call

Brocade will host a conference call on May 18, 2006 at 2:00 p.m. PT (5:00 p.m. ET) to discuss its second 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.  To access the telephone replay, dial (800) 642-1687 or (706) 645-9291, passcode: 8250527. 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, including the gains related to repurchases of our convertible subordinated debt, gains on dispositions of marketable investments, and certain costs or benefits, including net stock-based compensation expense (benefit), severance expense included in general and administrative, amortization of stock compensation expense related to acquisitions, amortization of intangible assets, costs associated with facilities lease losses, compensation expense related to acquisitions, a reduction of previously recorded restructuring costs, costs associated with the completed internal review and ongoing SEC investigation, and provision for an estimated settlement with the SEC. 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 SECOND QUARTER FISCAL 2006 FINANCIAL RESULTS

PAGE 4

Cautionary Statement

This press release contains forward-looking statements, including statements regarding the Company’s financial results for the second 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 second quarter ended April 29, 2006; market acceptance of the Company’s new product and service offerings, including the rate of customer adoption of such products and services; 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; 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; 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 1A of Part II of the Company’s quarterly report on Form 10-Q for the quarter ended January 28, 2006.  Brocade assumes no obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.

About Brocade Communications Systems, Inc.

Brocade delivers the industry’s leading platforms, solutions, and services 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 Storage Area Network (SAN) connectivity platforms as the foundation for shared storage in organizations of all sizes. In addition, the Brocade Tapestry™ family of IT 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 IT resources. For more information, visit the Brocade Web site at www.brocade.com or contact the company at info@brocade.com.

###



BROCADE REPORTS SECOND QUARTER FISCAL 2006 FINANCIAL RESULTS

PAGE 5

Brocade, the Brocade B weave logo, Fabric OS, File Lifecycle Manager, MyView, Secure Fabric OS, SilkWorm, and StorageX 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 identified in this press release are or may be trademarks or service marks of, and are used to identify, products or services of their respective owners.



BROCADE REPORTS SECOND 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

 

Six Months Ended

 

 

 


 


 

 

 

April 29,
2006

 

April 30,
2005

 

April 29,
2006

 

April 30,
2005

 

 

 

 

 

 

 

 

 


 


 


 


 

Net revenues

 

$

182,742

 

$

144,753

 

$

352,824

 

$

306,331

 

Cost of revenues

 

 

77,598

 

 

61,919

 

 

146,979

 

 

126,325

 

 

 



 



 



 



 

Gross margin

 

 

105,144

 

 

82,834

 

 

205,845

 

 

180,006

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

39,561

 

 

31,361

 

 

77,680

 

 

63,035

 

Sales and marketing

 

 

34,313

 

 

25,083

 

 

65,181

 

 

49,908

 

General and administrative

 

 

7,296

 

 

5,692

 

 

15,097

 

 

12,355

 

Internal review and SEC investigation costs

 

 

3,160

 

 

1,363

 

 

7,189

 

 

5,104

 

Provision for SEC settlement

 

 

 

 

 

 

7,000

 

 

 

Amortization of acquisition related stock compensation

 

 

579

 

 

24

 

 

1,202

 

 

131

 

Amortization of intangible assets

 

 

518

 

 

 

 

518

 

 

 

Facilities lease losses

 

 

3,775

 

 

 

 

3,775

 

 

 

Compensation expense related to acquisitions

 

 

585

 

 

 

 

585

 

 

 

Restructuring benefit

 

 

 

 

(137

)

 

 

 

(137

)

 

 



 



 



 



 

Total operating expenses

 

 

89,787

 

 

63,386

 

 

178,227

 

 

130,396

 

 

 



 



 



 



 

Income from operations

 

 

15,357

 

 

19,448

 

 

27,618

 

 

49,610

 

Interest and other income, net

 

 

7,206

 

 

5,496

 

 

14,236

 

 

10,686

 

Interest expense

 

 

(1,838

)

 

(1,826

)

 

(3,615

)

 

(4,063

)

Gain on repurchases of convertible subordinated debt

 

 

 

 

2,168

 

 

 

 

2,318

 

Gain on investments

 

 

 

 

96

 

 

 

 

96

 

 

 



 



 



 



 

Income before provision for income taxes

 

 

20,725

 

 

25,382

 

 

38,239

 

 

58,647

 

Income tax provision

 

 

7,212

 

 

4,025

 

 

15,066

 

 

9,347

 

 

 



 



 



 



 

Net income

 

$

13,513

 

$

21,357

 

$

23,173

 

$

49,300

 

 

 



 



 



 



 

Net income per share – Basic

 

$

0.05

 

$

0.08

 

$

0.09

 

$

0.18

 

 

 



 



 



 



 

Net income per share – Diluted

 

$

0.05

 

$

0.08

 

$

0.08

 

$

0.18

 

 

 



 



 



 



 

Shares used in per share calculation – Basic

 

 

270,564

 

 

268,043

 

 

269,982

 

 

267,131

 

 

 



 



 



 



 

Shares used in per share calculation – Diluted

 

 

274,393

 

 

269,823

 

 

273,247

 

 

270,648

 

 

 



 



 



 



 




BROCADE REPORTS SECOND 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)

 

 

Q2 06

 

Q1 06

 

Q2 05

 

 

 


 


 


 

Net income on a GAAP basis

 

$

13,513

 

$

9,660

 

$

21,357

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense (benefit) included in cost of revenues

 

 

2,007

 

 

1,754

 

 

(262

)

 

 



 



 



 

Total gross margin adjustments

 

 

2,007

 

 

1,754

 

 

(262

)

Internal review and SEC investigation costs

 

 

3,160

 

 

4,029

 

 

1,363

 

Provision for SEC settlement

 

 

 

 

7,000

 

 

 

Stock-based compensation expense (benefit) included in research and development

 

 

2,119

 

 

1,817

 

 

(620

)

Stock-based compensation expense (benefit) included in sales and marketing

 

 

1,543

 

 

1,317

 

 

(58

)

Stock-based compensation expense (benefit) included in general and administrative

 

 

681

 

 

666

 

 

(77

)

Severance expense included in general and administrative

 

 

 

 

 

 

117

 

Amortization of acquisition related stock compensation

 

 

579

 

 

623

 

 

24

 

Amortization of intangible assets

 

 

518

 

 

 

 

 

Facilities lease losses

 

 

3,775

 

 

 

 

 

Compensation expense related to acquisitions

 

 

585

 

 

 

 

 

Restructuring benefit

 

 

 

 

 

 

(137

)

 

 



 



 



 

Total operating expense adjustments

 

 

12,960

 

 

15,452

 

 

612

 

 

 



 



 



 

Total operating income adjustments

 

 

14,967

 

 

17,206

 

 

350

 

Gain on repurchases of convertible subordinated debt

 

 

 

 

 

 

(2,168

)

Gain on investments

 

 

 

 

 

 

(96

)

Income tax effect of adjustments

 

 

(2,068

)

 

(924

)

 

(313

)

 

 



 



 



 

Non-GAAP net income

 

$

26,412

 

$

25,942

 

$

19,130

 

 

 



 



 



 

Non-GAAP net income per share – Basic

 

$

0.10

 

$

0.10

 

$

0.07

 

 

 



 



 



 

Non-GAAP net income per share – Diluted

 

$

0.10

 

$

0.10

 

$

0.07

 

 

 



 



 



 

Shares used in non-GAAP per share calculation – Basic

 

 

270,564

 

 

269,400

 

 

268,043

 

 

 



 



 



 

Shares used in non-GAAP per share calculation – Diluted

 

 

274,393

 

 

272,101

 

 

269,823

 

 

 



 



 



 

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, including the gain related to repurchases of our convertible subordinated debt, gain on disposition of marketable investment, and certain costs or benefits, including net stock-based compensation expense (benefit), severance expense included in general and administrative, amortization of stock compensation expense related to acquisitions, amortization of intangible assets, costs associated with facilities lease losses, compensation expense related to acquisitions, a reduction of previously recorded restructuring costs, costs associated with the completed internal review and ongoing SEC investigation, and provision for an estimated settlement with the SEC. 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 SECOND QUARTER FISCAL 2006 FINANCIAL RESULTS

PAGE 8

BROCADE COMMUNICATIONS SYSTEMS, INC.
GAAP CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)

 

 

April 29,
2006

 

October 29,
2005

 

 

 

 

 

 

 


 


 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

181,009

 

$

182,001

 

Short-term investments

 

 

277,794

 

 

209,865

 

 

 



 



 

Total cash, cash equivalents, and short-term investments

 

 

458,803

 

 

391,866

 

Restricted short-term investments

 

 

279,819

 

 

277,230

 

Accounts receivable, net

 

 

76,112

 

 

70,104

 

Inventories

 

 

8,223

 

 

11,030

 

Prepaid expenses and other current assets

 

 

22,543

 

 

19,908

 

 

 



 



 

Total current assets

 

 

845,500

 

 

770,138

 

Long-term investments

 

 

42,320

 

 

95,306

 

Property and equipment, net

 

 

104,861

 

 

108,118

 

Goodwill

 

 

41,013

 

 

 

Intangible assets, net

 

 

17,241

 

 

 

Other assets

 

 

44,608

 

 

8,168

 

 

 



 



 

Total assets

 

$

1,095,543

 

$

981,730

 

 

 



 



 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

34,241

 

$

23,778

 

Accrued employee compensation

 

 

48,775

 

 

37,762

 

Deferred revenue

 

 

55,651

 

 

45,488

 

Current liabilities associated with lease losses

 

 

5,120

 

 

4,659

 

Other accrued liabilities

 

 

73,611

 

 

69,832

 

Convertible subordinated debt

 

 

278,883

 

 

278,883

 

 

 



 



 

Total current liabilities

 

 

496,281

 

 

460,402

 

Non-current liabilities associated with lease losses

 

 

13,376

 

 

12,481

 

Other liabilities

 

 

32,031

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

Common stock

 

 

873,425

 

 

855,833

 

Deferred stock compensation

 

 

 

 

(3,180

)

Accumulated other comprehensive loss

 

 

(2,911

)

 

(3,974

)

Accumulated deficit

 

 

(316,659

)

 

(339,832

)

 

 



 



 

Total stockholders’ equity

 

 

553,855

 

 

508,847

 

 

 



 



 

Total liabilities and stockholders’ equity

 

$

1,095,543

 

$

981,730

 

 

 



 



 




BROCADE REPORTS SECOND QUARTER FISCAL 2006 FINANCIAL RESULTS

PAGE 9

BROCADE COMMUNICATIONS SYSTEMS, INC.
GAAP CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
(in thousands)
(unaudited)

 

 

Six Months Ended

 

 

 


 

 

 

April 29,
2006

 

April 30,
2005

 

 

 

 

 

 

 


 


 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

 

$

23,173

 

$

49,300

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Excess tax benefit from employee stock plans

 

 

(6,587

)

 

 

Depreciation and amortization

 

 

18,551

 

 

24,758

 

Loss on disposal of property and equipment

 

 

200

 

 

500

 

Amortization of debt issuance costs

 

 

851

 

 

741

 

Gain on repurchase of convertible subordinated debt

 

 

 

 

(2,318

)

Non-cash compensation expense (benefit)

 

 

14,899

 

 

(1,641

)

Provision for doubtful accounts receivable and sales returns

 

 

744

 

 

1,370

 

Provision for SEC settlement

 

 

7,000

 

 

 

Non-cash facilities lease loss expense

 

 

3,775

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

(6,180

)

 

7,144

 

Inventories

 

 

2,807

 

 

(6,263

)

Prepaid expenses and other assets

 

 

(2,915

)

 

2,688

 

Accounts payable

 

 

10,463

 

 

(3,208

)

Accrued employee compensation

 

 

11,013

 

 

(15

)

Deferred revenue

 

 

10,163

 

 

5,883

 

Other accrued liabilities and long-term debt

 

 

2,145

 

 

7,424

 

Liabilities associated with lease losses

 

 

(2,408

)

 

(2,684

)

 

 



 



 

Net cash provided by operating activities

 

 

87,694

 

 

83,679

 

 

 



 



 

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(15,473

)

 

(11,359

)

Purchases of short-term investments

 

 

(138,184

)

 

(198,705

)

Proceeds from sale of marketable equity securities

 

 

 

 

752

 

Proceeds from maturities and sale of short-term investments

 

 

135,484

 

 

364,509

 

Purchases of long-term investments

 

 

(12,568

)

 

(190,250

)

Proceeds from maturities and sale of long-term investments

 

 

 

 

7,500

 

Purchases of restricted short-term investments

 

 

(3,309

)

 

 

Proceeds from the maturities of restricted short-term investments

 

 

2,909

 

 

 

Purchases of non-marketable minority equity investments

 

 

(4,575

)

 

(500

)

Cash paid in connection with the acquisition of NuView, net of cash acquired

 

 

(59,887)

 

 

 

 

 



 



 

Net cash used in investing activities

 

 

(95,603

)

 

(28,053

)

 

 



 



 

Cash flows from financing activities:

 

 

 

 

 

 

 

Purchases of convertible subordinated debt

 

 

 

 

(70,485

)

Proceeds from issuance of common stock, net

 

 

15,162

 

 

23,891

 

Common stock repurchase program

 

 

(14,930

)

 

(7,050

)

Excess tax benefit from employee stock plans

 

 

6,587

 

 

 

 

 



 



 

Net cash provided by (used in) financing activities

 

 

6,819

 

 

(53,644

)

 

 



 



 

Effect of exchange rate fluctuations on cash and cash equivalents

 

 

98

 

 

159

 

 

 



 



 

Net increase (decrease) in cash and cash equivalents

 

 

(992

)

 

2,141

 

Cash and cash equivalents, beginning of period

 

 

182,001

 

 

79,375

 

 

 



 



 

Cash and cash equivalents, end of period

 

$

181,009

 

$

81,516