EX-99.1 2 f51582exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
(BROCADE LOGO)
         
BROCADE CONTACTS
       
Public Relations
  Investor Relations    
John Noh
  Alex Lenke    
Tel: 408-333-5108
  Tel: 408-333-6758    
jnoh@brocade.com
  alenke@brocade.com    
Brocade Reports Q1 2009 Results
Revenue Up 24 Percent Year-Over-Year, 8 Percent Quarter-Over-Quarter with
Inclusion of Foundry
SAN JOSE, Calif., Feb. 19, 2009 — Brocade® (NASDAQ: BRCD) today reported financial results for its first fiscal quarter, which ended January 24, 2009. Brocade reported Q1 revenues of $431.6 million, GAAP net loss of $26.0 million or $(0.07) per share diluted, and net income of $63.6 million or $0.15 per share diluted on a non-GAAP basis.
Commenting on Brocade’s first quarter financial results, Michael Klayko, Brocade CEO, said:
“Brocade achieved another strong quarter in terms of revenues and better-than-expected operating margins. These results were fueled by a healthy mix of products and services, including IP networking solutions from our recently integrated Foundry business. In addition, with our combined product portfolio and roadmap, we believe Brocade is well-positioned to take advantage of opportunities in key, growing market segments within the networking industry.”
Brocade began the integration of Foundry upon the close in late December. The process is progressing ahead of schedule with the vast majority of the Foundry employee base and key members of the executive team still in place.  The product and engineering teams have finalized Brocade’s highly competitive, combined product roadmap.  In addition, application of Brocade’s supply chain optimization, Life Cycle Management and quality processes to Foundry’s products and services is saving costs and improving reliability. Brocade has realigned its business to focus on three market segments: Enterprise Data Center solutions, Enterprise LAN Campus and Service Providers.
Regarding the integration, Michael Klayko continued:
“We have been successful to date in integrating the Foundry team into Brocade and have begun to re-organize the combined company in order to more quickly and proactively take advantage of the opportunities afforded us in the networking space by a broader and more comprehensive portfolio of products and offerings.”
First Fiscal Quarter 2009 Business Highlights
    Brocade completed the acquisition of Foundry Networks on Dec. 18, 2008, positioning Brocade as a leading provider of comprehensive portfolio of IP and data center networking solutions;
 
    Brocade announced that it appointed Marc Randall as senior vice president of Products and Offerings and Dave Stevens as its Chief Technology Officer. The appointments of these two networking industry veterans will help Brocade further expand into the IP/Ethernet networking market;
Brocade
1745 Technology Dr., San Jose, CA 95110
T. 408.333.8000 F. 408.333.8101
www.brocade.com

 


 

    Brocade introduced the Brocade DCX-4S Backbone, which extends the industry-leading features and capabilities of the Brocade DCX Backbone to mid-sized IT environments;
 
    Brocade announced that IBM successfully completed systems integration testing of the Brocade 8 Gbit/sec Fibre Channel HBAs with the IBM System x server family. This will help enable both companies to deliver this new class of server connectivity that leverages Brocade Advanced Fabric Services to better meet the urgent needs of IBM System x customers;
 
    Brocade was named to Deloitte’s Technology Fast 50 Program for Silicon Valley as well as the Billion Dollar Club, a category of companies that have achieved $1 billion (USD) or more in revenue in fiscal year 2007 and more than doubled in revenue growth over a five-year period;
First Fiscal Quarter 2009 Financial Highlights and Additional Financial Information
    In Q1 09, Brocade achieved record revenue of $431.6 million, an 8% quarter on quarter growth and a 24% year on year growth.
 
    Q1 09 includes a partial quarter of results from Brocade’s acquisition of Foundry Networks, Inc. which closed on December 18, 2008.
 
    Brocade’s total installed base of SAN ports was approximately 20.4 million.
 
    In Q1 09, Average Selling Price (ASP) declines were in the low single digits compared to Q4 08.
 
    In Q1 09, net stock-based compensation expense was $18.1 million.
 
    As of the end of Q3 08, Brocade suspended its share repurchase program due to the pending acquisition of Foundry Networks. In Q1 09 Brocade made no repurchases.
 
    Brocade’s GAAP effective tax rate was (550.3)%, and its non-GAAP effective tax-rate was 30.0% in Q1 09.
                         
    Q1 2009   Q4  2008   Q1 2008
Revenue
  $ 431.6 M   $ 398.5 M   $ 347.8 M
GAAP net income (loss)
  $ (26.0 ) M   $ 35.6 M   $ 19.8 M
GAAP EPS – diluted
  $ (0.07 )   $ 0.09     $ 0.05  
Non-GAAP net income
  $ 63.6 M   $ 75.8 M   $ 64.2 M
Non-GAAP EPS – diluted
  $ 0.15     $ 0.20     $ 0.16  
Non-GAAP gross margin
    59.7 %     64.1 %     60.5 %
Non-GAAP operating margin
    26.1 %     26.2 %     23.8 %
Cash provided by (used in) operations
  $ (163.8 ) M   $ 168.6 M   $ 79.2 M
Normalized cash provided by operations
  $ 46.0 M   $ 118.6 M   $ 79.2 M
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. A detailed reconciliation between GAAP and non-GAAP information is contained in the tables included herein.
                         
As a % of total revenues   Q1 2009   Q4 2008   Q1 2008
OEM revenues
    76 %     88 %     88 %
Channel/Direct revenues
    24 %     12 %     12 %
10% or greater customer revenues
    56 %     65 %     66 %
Domestic revenues
    64 %     64 %     62 %
International revenues1
    36 %     36 %     38 %
Service revenues
    16 %     16 %     14 %
                         
    Q1 2009   Q4 2008   Q1 2008
Cash, cash equivalents and investments
  $ 215.9 M     $ 820.1 M     $ 783.0 M  
Deferred revenues
  $ 226.7 M     $ 141.2 M     $ 136.6 M  
Capital expenditures — non-campus related
  $ 12.6 M     $ 13.9 M     $ 17.2 M  
Capital expenditures — campus related
  $ 23.2 M     $ 4.7 M     None
Days sales outstanding2
  52 days   36 days   40 days
Employees at end of period
    3,950       2,834       2,457  

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  1.   Based on Brocade estimates of adjustment for OEMs taking delivery of internationally bound shipments in the United States, end-user demand was 46% domestic and 54% international.
 
  2.   Days sales outstanding normalized for a partial quarter of Foundry revenue was 44 days.
Non-GAAP Financial Measures
This press release and the related conference call contain non-GAAP financial measures. In evaluating the Company’s performance, management uses certain non-GAAP financial measures to supplement consolidated financial statements prepared under GAAP.
Management believes that non-GAAP net income and other non-GAAP financial measures used in this press release allow management to gain a better understanding of the Company’s comparative operating performance from period-to-period and to its competitors’ operating results. Management also believes these non-GAAP financial measures help indicate the Company’s baseline performance before gains, losses or charges that are considered by management to be outside ongoing operating results. Accordingly, management uses these non-GAAP financial measures for planning and forecasting of future periods and in making decisions regarding operations performance and the allocation of resources. Management believes these non-GAAP financial measures, when read in conjunction with the Company’s GAAP financials, provide useful information to investors by offering:
    the ability to make more meaningful period-to-period comparisons of the Company’s ongoing operating results;
 
    the ability to better identify trends in the Company’s underlying business and perform related trend analysis;
 
    a better understanding of how management plans and measures the Company’s underlying business; and
 
    an easier way to compare the Company’s most recent results of operations against investor and analyst financial models.
Management excludes certain gains or losses and benefits or costs in determining non-GAAP net income that are the result of infrequent events or arise outside the ordinary course of our continuing operations. Management believes that it is appropriate to evaluate the Company’s operating performance by excluding those items that are not indicative of ongoing operating results or limit comparability. Such items include: (i) legal fees associated with indemnification obligations to former employees and other related costs, (ii) acquisition and integration costs (in connection with the Foundry acquisition), (iii) in-process research and development charge (in connection with the Foundry acquisition), (iv) loss on sale of investments and (v) acquisition-related financing charges (in connection with the Foundry acquisition).
Management also excludes the following non-cash charges in determining non-GAAP net income: (i) stock-based compensation expense and (ii) amortization of purchased intangible assets. Because of varying available valuation methodologies, subjective assumptions and the variety of award types, management believes that the exclusion of stock-based compensation allows for more accurate comparisons of our operating results to our peer companies. Management believes that the expense associated with the amortization of acquisition-related intangible assets is appropriate to be excluded because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have short lives and exclusion of the amortization expense allows comparisons of operating results that are consistent over time for the Company’s newly acquired and long-held businesses.
Finally, management believes that it is appropriate to exclude the tax effects of the items noted above in order to present a more meaningful measure of non-GAAP net income.
Limitations. These non-GAAP financial measures have limitations, however, because they do not include all items of income and expense that impact the Company. Management compensates for these limitations by also considering the Company’s GAAP results. The non-GAAP financial measures the Company uses are

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not prepared in accordance with, and should not be considered an alternative to, measurements required by GAAP, such as operating income, net income (loss) and net income (loss) per share, and should not be considered measures of the Company’s liquidity. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measures. In addition, these non-GAAP financial measures may not be comparable to similar measures reported by other companies.
First Fiscal Quarter 2009 Conference Call and Webcast Information
Brocade management will host a conference call to discuss first quarter 2009 results on Thursday, February 19, 2009, at 2:00 p.m. Pacific Standard Time. To access the live webcast, please visit Brocade’s website at http://www.brcd.com at least 20 minutes prior to the call to download any necessary audio or plug-in software. A telephone replay will be available approximately two hours after the conference ends and will be available until 5:00 p.m. Pacific Standard Time on February 26, 2009. A replay of the conference call will be available via webcast at http://www.brcd.com for approximately twelve months.
Cautionary Statement
This press release contains statements that are forward-looking in nature, including statements regarding the Company’s market positioning and integration of the Foundry acquisition. 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, our ability to realize anticipated benefits from the acquisition of Foundry, the effect of changes in IT spending levels, market competition, and the Company’s ability to manage its business effectively in a rapidly evolving market. Certain of these and other risks are set forth in more detail in “Item 1A. Risk Factors” in Brocade’s Annual Report on Form 10-K for the fiscal year ended October 25, 2008. Brocade does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.
About Brocade
Brocade® (Nasdaq: BRCD) develops extraordinary networking solutions that enable today’s complex, data-intensive businesses to optimize information connectivity and maximize the business value of their data. For more information, visit www.brocade.com.
# # #
Brocade, the B-wing symbol, BigIron, DCX, Fabric OS, FastIron, IronPoint, IronShield, IronView, IronWare, JetCore, NetIron, SecureIron, ServerIron, StorageX, and TurboIron are registered trademarks, and DCFM, Extraordinary Networks, and SAN Health are trademarks 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.
© 2009 Brocade Communications Systems, Inc. All Rights Reserved.

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BROCADE COMMUNICATIONS SYSTEMS, INC.
GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
                 
    Three Months Ended  
    January 24,     January 26,  
    2009     2008  
Net revenues
               
Product
  $ 362,600     $ 297,946  
Service
    68,991       49,903  
 
           
Total net revenues
    431,591       347,849  
Cost of revenues
               
Product
    151,191       117,777  
Service
    37,985       33,495  
 
           
Total cost of revenues
    189,176       151,272  
 
           
Gross margin
    242,415       196,577  
Operating expenses:
               
Research and development
    68,451       58,206  
Sales and marketing
    73,166       63,174  
General and administrative
    18,388       12,366  
Legal fees associated with indemnification obligations and other related costs
    19,299       9,659  
Amortization of intangible assets
    13,229       7,909  
Acquisition and integration costs
    953        
In-process research and development
    26,900        
 
           
Total operating expenses
    220,386       151,314  
 
           
Income from operations
    22,029       45,263  
Interest and other income, net
    (3,811 )     11,485  
Interest expense
    (21,357 )     (1,521 )
Loss on sale of investments, net
    (864 )     (2,225 )
 
           
Income (loss) before provision for income taxes
    (4,003 )     53,002  
Income tax provision
    22,028       33,157  
 
           
Net income (loss)
  $ (26,031 )   $ 19,845  
 
           
Net income (loss) per share — basic
  $ (0.07 )   $ 0.05  
 
           
Net income (loss) per share — diluted
  $ (0.07 )   $ 0.05  
 
           
Shares used in per share calculation — basic
    376,202       383,194  
 
           
Shares used in per share calculation — diluted
    376,202       403,279  
 
           

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BROCADE COMMUNICATIONS SYSTEMS, INC.
GAAP CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
                 
    January 24,     October 25,  
    2009     2008  
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 190,038     $ 453,884  
Short-term investments
    24,133       152,741  
 
           
Total cash, cash equivalents and short-term investments
    214,171       606,625  
Accounts receivable, net
    245,308       158,935  
Inventories
    84,852       21,362  
Deferred tax assets
    126,146       104,705  
Prepaid expenses and other current assets
    81,709       49,931  
 
           
Total current assets
    752,186       941,558  
Long-term marketable equity securities
          177,380  
Long-term investments
    1,725       36,120  
Restricted cash
          1,075,079  
Property and equipment, net
    339,017       313,379  
Goodwill
    1,744,580       268,977  
Intangible assets, net
    587,670       220,567  
Non-current deferred tax assets
    98,978       227,795  
Other assets
    32,933       37,793  
 
           
Total assets
  $ 3,557,089     $ 3,298,648  
 
           
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Accounts payable
  $ 122,218     $ 167,660  
Accrued employee compensation
    111,367       107,994  
Deferred revenue
    168,763       103,372  
Current liabilities associated with facilities lease losses
    14,322       13,422  
Liability associated with class action lawsuit
          160,000  
Revolving credit facility
    14,050        
Current portion of long-term debt
    43,184       43,606  
Purchase commitments
    29,354       17,332  
Other accrued liabilities
    95,790       88,472  
 
           
Total current liabilities
    599,048       701,858  
Long-term debt, net of current portion
    1,012,759       1,011,399  
Convertible subordinated debt
    170,200       169,660  
Non-current liabilities associated with facilities lease losses
    16,746       15,007  
Non-current deferred revenue
    57,909       37,869  
Non-current income tax liability
    89,915       67,497  
Other non-current liabilities
    9,364       13,118  
 
Stockholders’ equity
               
Common stock
    1,662,884       1,393,299  
Accumulated other comprehensive loss
    (10,525 )     (85,877 )
Accumulated deficit
    (51,211 )     (25,182 )
 
           
Total stockholders’ equity
    1,601,148       1,282,240  
 
           
Total liabilities and stockholders’ equity
  $ 3,557,089     $ 3,298,648  
 
           

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BROCADE COMMUNICATIONS SYSTEMS, INC.
GAAP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended January 24, 2009 and January 26, 2008
(in thousands)
(unaudited)
                 
    Three Months Ended  
    January 24,     January 26,  
    2009     2008  
Cash flows from operating activities:
               
Net income (loss)
  $ (26,031 )   $ 19,845  
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
               
Excess tax benefit from employee stock plans
    336       (3,925 )
Depreciation and amortization
    39,754       30,888  
Loss on disposal of property and equipment
    558       629  
Amortization of debt issuance costs
    1,623        
Net losses on investments and marketable equity securities
    860       1,667  
Provision for doubtful accounts receivable and sales allowances
    2,271       1,688  
Non-cash compensation expense
    18,080       8,472  
Capitalization of interest cost
    (2,043 )      
In-process research and development
    26,900        
Changes in assets and liabilities:
               
Accounts receivable
    (12,044 )     21,702  
Inventories
    14,397       2,662  
Prepaid expenses and other assets
    1,827       3,005  
Deferred tax assets
          306  
Accounts payable
    (64,080 )     (30,282 )
Accrued employee compensation
    (47,057 )     (16,116 )
Deferred revenue
    17,681       5,706  
Other accrued liabilities
    26,521       35,430  
Liabilities associated with facilities lease losses
    (3,321 )     (2,476 )
Liability associated with class action lawsuit
    (160,000 )      
 
           
Net cash provided by (used in) operating activities
    (163,768 )     79,201  
 
           
 
               
Cash flows from investing activities:
               
Purchases of property and equipment
    (35,818 )     (17,178 )
Purchases of short-term investments
          (74,919 )
Proceeds from sale of marketable equity securities and equity investments
          5,803  
Proceeds from maturities and sale of short-term investments
    136,297       177,301  
Purchases of long-term investments
          (29,456 )
Proceeds from maturities and sale of long-term investments
    30,058       152  
Decrease in restricted cash
    1,075,079        
Net cash paid in connection with acquisitions
    (1,297,482 )      
 
           
Net cash provided by (used in) investing activities
    (91,866 )     61,703  
 
           
Cash flows from financing activities:
               
Payment of senior underwriting fees related to the term loan
    (30,525 )      
Common stock repurchases
          (80,012 )
Excess tax benefit from employee stock plans
    (336 )     3,925  
Proceeds from issuance of common stock, net
    8,548       7,824  
Proceeds from revolving credit facility
    14,050        
 
           
Net cash used in financing activities
    (8,263 )     (68,263 )
 
           
 
               
Effect of exchange rate fluctuations on cash and cash equivalents
    51       (1,806 )
 
           
Net increase (decrease) in cash and cash equivalents
    (263,846 )     70,835  
Cash and cash equivalents, beginning of period
    453,884       315,755  
 
           
Cash and cash equivalents, end of period
  $ 190,038     $ 386,590  
 
           

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BROCADE COMMUNICATIONS SYSTEMS, INC.
RECONCILIATION BETWEEN GAAP AND NON-GAAP NET INCOME (LOSS)
(in thousands, except per share amounts)
(unaudited)
                 
    Three Months Ended  
    January 24,     January 26,  
    2009     2008  
Net income (loss) on a GAAP basis
  $ (26,031 )   $ 19,845  
Adjustments:
               
Stock-based compensation expense included in cost of revenues
    3,308       2,492  
Amortization of intangible assets expense included in cost of revenues
    11,968       11,328  
 
           
Total gross margin adjustments
    15,276       13,820  
 
           
Legal fees associated with indemnification obligations and other related costs
    19,299       9,659  
Stock-based compensation expense included in research and development
    5,341       2,625  
Stock-based compensation expense included in sales and marketing
    6,190       1,986  
Stock-based compensation expense included in general and administrative
    3,242       1,371  
Amortization of intangible assets expense included in operating expenses
    13,229       7,909  
Acquisition and integration costs
    953        
In-process research and development
    26,900        
 
           
Total operating expense adjustments
    75,154       23,550  
 
           
Total operating income adjustments
    90,430       37,370  
Loss on sale of investments, net
          1,815  
Acquisition-related financing charges
    4,366        
Income tax effect of adjustments
    (5,210 )     5,206  
 
           
Non-GAAP net income
  $ 63,555     $ 64,236  
 
           
 
               
Non-GAAP net income per share — basic
  $ 0.17     $ 0.17  
 
           
Non-GAAP net income per share — diluted
  $ 0.15     $ 0.16  
 
           
Shares used in non-GAAP per share calculation — basic
    376,202       383,194  
 
           
Shares used in non-GAAP per share calculation — diluted
    415,781       403,279  
 
           
     See explanation of non-GAAP information included herein.

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