Brocade Reports Fourth Quarter and Fiscal Year 2005 Results

Q4 05 Revenue Increases 19% Sequentially

Brocade Reports Fourth Quarter and Fiscal Year 2005 Results

SAN JOSE, Calif., Dec. 6 /PRNewswire-FirstCall/ -- Brocade Communications Systems, Inc. (Brocade(R)) (NASDAQ: BRCD) today reported financial results for its fourth quarter of fiscal year 2005 (Q4 05), which ended October 29, 2005. Net revenues for Q4 05 were $145.5 million, consistent with the Company's preliminary results announced on November 16, 2005. Revenues for the quarter increased 19 percent from $122.3 million reported in the third quarter of fiscal year 2005 (Q3 05) and decreased six percent from $155.6 million reported in the fourth quarter of fiscal year 2004 (Q4 04). Net revenues for fiscal year 2005 (FY 05) were $574.1 million, a decrease of four percent from $596.3 million reported in fiscal year 2004 (FY 04).

Company sell-through, a measurement of OEM and channel partner sales to end-users, was approximately $160.2 million for the fourth quarter, an increase of 12% from approximately $143.2 million in Q3 05, and consistent with the Company's preliminary estimate of $157 to $160 million. The Company's management refers to sell-through information to make decisions regarding operational performance including planning and forecasting of future periods.

Reporting on a GAAP basis, net income for Q4 05 was $1.1 million, or $0.00 per share basic and diluted. This compares to GAAP net loss for Q3 05 of $7.2 million, or $(0.03) per share basic and diluted, and GAAP net income for Q4 04 of $20.3 million, or $0.08 per share basic and diluted.

Non-GAAP net income for Q4 05 was $19.0 million, or $0.07 per share basic and diluted, as compared to non-GAAP net income for Q3 05 of $2.8 million, or $0.01 per share basic and diluted, and non-GAAP net income for Q4 04 of $20.8 million, or $0.08 per share basic and diluted. Non-GAAP net income for Q4 05 excludes net stock-based compensation expenses (benefit), deferred stock compensation expense related to the acquisitions of Rhapsody Networks, Inc. (Rhapsody) and Therion Software Corporation (Therion), 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 Q3 05 excludes in-process research and development expense related to the acquisition of Therion, stock-based compensation expenses, deferred stock compensation expense related to the acquisitions of Rhapsody and Therion, costs associated with the then ongoing internal review and continuing SEC investigation, a gain on disposition of a strategic investment, and associated tax effects of non-GAAP adjustments. Non-GAAP net income for Q4 04 excludes stock-based compensation expense, deferred stock compensation expense related to the acquisition of Rhapsody, and gains related to repurchases of convertible subordinated debt. A reconciliation between GAAP and non-GAAP information is contained in the tables below.

The difference between the Company's reported revenue and sell through principally represents the reduction in inventory at its OEM partners. During the fourth quarter, several of the Company's OEM partners reduced inventory on-hand by nearly one week across its switch and director product categories. The Company believes that OEM inventories at the end of Q4 05 were approximately two and a half weeks.

"Our GAAP revenue and reported sell-through were better than we planned and I'm very pleased with our overall performance this quarter," said Michael Klayko, Brocade Chief Executive Officer. "Strong demand, solid gross margins and some one-time expense savings led to increased profitability and helped generate $39 million in cash from operations."

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

  Q4 05 Financial Highlights

   *    Q4 05 cash flow from operations was $39.0 million, compared to $2.8
        million in Q3 05 and $44.2 million in Q4 04.
   *    Cash and investments, net of the Company's convertible debt as of
        the end of Q4 05 was $485.5 million compared to $454.9 million as of
        the end of Q3 05.
   *    Day sales outstanding in accounts receivable for Q4 05 were 44 days,
        compared with 59 days in Q3 05 and 56 days in Q4 04.
   *    For Q4 05, three customers, EMC, HP, and IBM, each accounted for 10
        percent or more of total revenues and in total represented 71
        percent of total revenues.
   *    As of October 29, 2005, the Company had 1,160 employees, compared
        with 1,121 employees as of July 30, 2005 and 1,038 employees as of
        October 30, 2004.

  Q4 05 Business Highlights

During the quarter, Brocade announced a number of new products and programs contributing to broadened availability of the company's platforms and enhanced customer support, including:

   *    Availability of Brocade Tapestry Data Migration Manager, a turnkey
        solution enabling data center managers to easily perform volume
        migrations across heterogeneous storage arrays, and enhancements to
        the Brocade Multiprotocol Router that are designed to support
        interoperability with McData SANs.  Fujitsu also announced plans for
        US availability of its Eternus storage virtualization application,
        which is based on the Brocade Fabric Application Platform.
   *    Hitachi Data Systems, HP, IBM and Silicon Graphics qualified the new
        Brocade SilkWorm 48000 Director and 200E entry-level switch for
        general availability. Fujitsu Siemens Computers added a Brocade
        embedded SAN switch module to its bladed server portfolio and, in
        mid-November, IBM qualified a new Brocade 4Gbit/sec embedded SAN
        module for its bladed servers.
   *    The Brocade SilkWorm 200E and 4100 received Microsoft's "Simple SAN
        for Windows Server" designation and Brocade Tapestry WAFS was
        certified as compatible with the next generation of Windows Storage
        Server.
   *    Brocade added four professional services offerings to its portfolio,
        including: SAN Design and Architecture Assessment, WAFS Design and
        Integration, MetaSAN Integration, and SAN Life.

The Company also announced the first nine resellers to qualify for its Brocade Tapestry Solutions partner program, upgraded its popular SAN Health analysis tool so that it can now report on both McDATA and Brocade infrastructure, and continued to upgrade its customer education program, which has issued more than 5,000 Brocade SAN professional certifications.

Conference Call

Brocade will host a conference call on Tuesday, December 6, 2005 at 5:30 a.m. PT (8:30 a.m. ET) to discuss its fourth quarter and fiscal year 2005 results. The call will be audio webcast live via the Internet at http://www.brocade.com/investors. A telephone replay of the conference call will be available approximately two hours after the conference call concludes or 8:30 a.m. PT (11:30 a.m. ET). To access the telephone replay, dial (800) 642-1687 or (706) 645-9291, passcode: 2525657. A replay of the conference call will also be available via webcast at http://www.brocade.com/investors for twelve months.

Non-GAAP Information

The non-GAAP, formerly pro forma, 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, gain from the disposition of marketable investment and gain (loss) from disposition of strategic or portfolio investment, and certain costs or benefits, including stock-based compensation expense (benefit), certain expenses relating to our acquisitions of Rhapsody and Therion, including in-process research and development expense, internal review and SEC investigation costs, the restructuring of business operations, 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 fourth quarter and fiscal year ended October 29, 2005, customer demand for the Company's products, levels of partner inventory, 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 and year-end close process and audit by the Company's independent auditors of the financial results for fiscal year 2005; 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, 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; 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 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 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's quarterly report on Form 10-Q for the quarter ended July 30, 2005. 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 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(TM) 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 http://www.brocade.com/ or contact the company at info@brocade.com.

NOTE: Brocade, the B weave logo and SilkWorm are registered trademarks of Brocade Communications Systems, Inc. or its subsidiaries in the United States 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. All products, plans, and dates are subject to change without notice.

                   BROCADE COMMUNICATIONS SYSTEMS, INC.
           GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  (in thousands, except per share data)
                               (unaudited)

                           Three Months Ended           Year Ended
                       October 29,  October 30,  October 29,  October 30,
                          2005         2004         2005          2004

  Net revenues          $145,516     $155,606     $574,120     $596,265
  Cost of revenues        64,949       68,724      251,161      268,974
     Gross margin         80,567       86,882      322,959      327,291
  Operating expenses:
   Research and
    development           34,388       36,177      130,936      141,998
   Sales and marketing    26,285       23,261      101,202      102,445
   General and
    administrative         6,866        6,513       25,189       24,593
   Internal review and
    SEC investigation
    costs                  5,201           --       14,027           --
   Settlement of an
    acquisition-related
    claim                     --           --           --        6,943
   Amortization of deferred
    stock compensation       680          107        1,512          537
   Restructuring costs      (533)      (1,127)        (670)       8,966
   In-process research
    and development           --           --        7,784           --
   Lease termination
    charge and other, net     --           --           --       75,591
     Total operating
      expenses            72,887       64,931      279,980      361,073
  Income (loss) from
   operations              7,680       21,951       42,979      (33,782)
  Interest and other
   income, net             6,054        4,370       22,656       18,786
  Interest expense        (1,997)      (2,325)      (7,693)     (10,677)
  Gain on repurchases of
   convertible subordinated
   debt                       --        1,594        2,318        5,613
  Gain (loss) on
   investments, net       (5,178)          --       (5,062)         436
  Income (loss) before
   provision for income
   taxes                   6,559       25,590       55,198      (19,624)
  Income tax provision     5,503        5,302       12,077       14,070
  Net income (loss)       $1,056      $20,288      $43,121     $(33,694)

  Net income (loss) per
   share - Basic           $0.00        $0.08        $0.16       $(0.13)
  Net income (loss) per
   share - Diluted         $0.00        $0.08        $0.16       $(0.13)
  Shares used in per
   share calculation
   - Basic               269,679      263,242      268,176      260,446
  Shares used in per
   share calculation
   - Diluted             270,311      265,194      270,260      260,446


                   BROCADE COMMUNICATIONS SYSTEMS, INC.
        RECONCILIATION BETWEEN GAAP AND NON-GAAP NET INCOME (LOSS)
                  (in thousands, except per share data)
                               (unaudited)

                                  Q4 05          Q3 05          Q4 04

  Net income (loss) on a
   GAAP basis                      $1,056         $(7,235)      $20,288
  Adjustments:
   Stock-based compensation
    expense (benefit) included
    in cost of revenues               (83)             52           614
     Total gross margin
      adjustments                     (83)             52           614

   In-process research and
    development                        --           7,784            --
   Internal review and SEC
    investigation costs             5,201           3,722            --
   Stock-based compensation expense
    included in research and
    development                         2              86         1,673
   Stock-based compensation expense
    included in sales and marketing    42             111           493
   Stock-based compensation expense
    included in general and
    administrative                     18              40           393
   Professional fees related to
    repatriation of foreign earnings
    included in general and
    administrative                    384              --            --
   Amortization of acquisition
    related deferred stock
    compensation                      680             701           107
   Restructuring costs               (533)             --        (1,127)
     Total operating expense
      adjustments                   5,794          12,444         1,539
      Total operating income
       adjustments                  5,711          12,496         2,153
   Gain on repurchases of
    convertible subordinated debt      --              --        (1,594)
   (Gain) loss on investments       5,178             (20)           --
   Income tax related to
    repatriation of foreign
    earnings                        4,334              --            --
   Income tax effect of
    adjustments                     2,673          (2,392)           --
  Non-GAAP net income             $18,952          $2,849       $20,847
  Non-GAAP net income per share
   - basic                          $0.07           $0.01         $0.08
  Non-GAAP net income per share
   - diluted                        $0.07           $0.01         $0.08
  Shares used in non-GAAP per
   share calculation - basic      269,679         268,765       263,242
  Shares used in non-GAAP per
   share calculation - diluted    270,311         269,419       265,194

The non-GAAP, formerly pro forma, 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, gain from disposition of marketable investment and gain (loss) from disposition of strategic or portfolio investment, and certain costs or benefits, including stock-based compensation expense (benefit), certain expenses relating to our acquisitions of Rhapsody and Therion, including in-process research and development expense, internal review and SEC investigation costs, the restructuring of business operations, 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 COMMUNICATIONS SYSTEMS, INC.
                GAAP CONDENSED CONSOLIDATED BALANCE SHEETS
                              (in thousands)
                               (unaudited)

                                                October 29,    October 30,
                                                    2005           2004
  Assets

  Current assets:
   Cash and cash equivalents                      $182,001        $79,375
   Short-term investments                          209,865        406,933
     Total cash, cash equivalents, and
      short-term investments                       391,866        486,308
   Restricted cash                                 277,230             --
   Accounts receivable, net                         70,104         95,778
   Inventories                                      11,030          5,597
   Prepaid expenses and other current assets        23,859         19,131
     Total current assets                          774,089        606,814

  Long-term investments                             95,306        250,600
  Property and equipment, net                      108,118        124,701
  Other assets                                       8,168          5,267
     Total assets                                 $985,681       $987,382

  Liabilities and Stockholders' Equity

  Current liabilities:
   Accounts payable                                $23,778        $38,791
   Accrued employee compensation                    37,762         33,330
   Deferred revenue                                 45,488         34,886
   Current liabilities associated with
    lease losses                                     4,659          5,677
   Other accrued liabilities                        73,783         59,968
   Convertible subordinated debt                   278,883             --
     Total current liabilities                     464,353        172,652

  Non-current liabilities associated with
   lease losses                                     12,481         16,799
  Convertible subordinated debt                         --        352,279

  Stockholders' equity
   Common stock                                    855,833        832,919
   Deferred stock compensation                      (3,180)        (5,174)
   Accumulated other comprehensive income (loss)    (3,974)           860
   Accumulated deficit                            (339,832)      (382,953)
     Total stockholders' equity                    508,847        445,652
      Total liabilities and stockholders'
       equity                                     $985,681       $987,382


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

                                                        Year Ended
                                                 October 29,  October 30,
                                                    2005         2004

  Cash flows from operating activities:
  Net income (loss)                                $43,121       $(33,694)
  Adjustments to reconcile net income (loss) to
   net cash provided by (used in) operating
   activities:
   Tax benefit from employee stock plans             2,571             --
   Depreciation and amortization                    45,853         52,162
   Loss on disposal of property and equipment        1,879          8,510
   Amortization of debt issuance costs               1,366          1,929
   Net (gains) loss on investments and marketable
    equity securities                                5,178           (202)
   Gain on repurchases of convertible subordinated
    debt                                            (2,318)        (5,613)
   Non-cash compensation expense                       377          5,008
   Provision for doubtful accounts receivable and
    sales returns                                    2,979          3,406
   In-process research and development               7,784             --
   Non-cash restructuring charges                       --          4,995
   Settlement of an acquisition-related claim           --          6,943
   Changes in operating assets and liabilities:
     Accounts receivable                            21,288        (24,249)
     Inventories                                    (5,433)        (1,636)
     Prepaid expenses and other assets              (4,196)         1,089
     Accounts payable                              (15,082)         4,874
     Accrued employee compensation                   4,432          2,784
     Deferred revenue                               10,602         14,994
     Other accrued liabilities and long-term debt   10,359          6,595
     Liabilities associated with lease losses       (5,245)        (5,910)
       Net cash provided by operating activities   125,515         41,985

  Cash flows from investing activities:
   Purchases of property and equipment             (27,267)       (53,758)
   Purchases of short-term investments            (247,042)       (98,126)
   Proceeds from maturities of short-term
    investments                                    610,813         72,025
   Purchases of long-term investments             (202,764)      (288,436)
   Purchases of other investments, net              (3,498)          (500)
   Proceeds from maturities of long-term
    investments                                    178,428        118,078
   Funds held in restricted account               (275,995)            --
   Cash paid in connection with acquisition, net    (7,185)            --
       Net cash provided by (used in) investing
        activities                                  25,490       (250,717)

  Cash flows from financing activities:
   Purchases of convertible subordinated debt      (70,485)       (84,366)
   Settlement of repurchase obligation                  --         (9,029)
   Proceeds from issuance of common stock, net      29,720         21,207
   Common stock repurchase program                  (7,050)            --
       Net cash used in financing activities       (47,815)       (72,188)

  Effect of exchange rate fluctuations on cash
   and cash equivalents                               (564)           283

  Net increase (decrease) in cash and cash
   equivalents                                     102,626       (280,637)
  Cash and cash equivalents, beginning of period    79,375        360,012
  Cash and cash equivalents, end of period        $182,001        $79,375
Website: http://www.brocade.com/



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