|
|
|
|
|
|
|
|
|
Delaware
|
|
000-25601
|
|
77-0409517
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Number
|
Description of Document
|
|
99.1
|
Press release, dated
February 14, 2013
, regarding financial results of Brocade Communications Systems, Inc. for the
first
quarter ended
January 26, 2013
.
|
|
99.2
|
Slides with accompanying prepared remarks of Brocade Communications Systems, Inc., dated
February 14, 2013
, regarding financial results of the
first
quarter ended
January 26, 2013
and forward-looking statements, including statements relating to the Company’s estimated financial results of the
second
quarter of fiscal year
2013
.
|
|
|
|
|
|
|
BROCADE COMMUNICATIONS SYSTEMS, INC.
|
||
|
|
|
|
|
|
|
|
|
|
Date:
|
February 14, 2013
|
|
|
|
By:
|
|
/s/ Daniel W. Fairfax
|
|
|
|
|
|
|
|
|
Daniel W. Fairfax
|
|
|
|
|
|
|
|
|
Chief Financial Officer and Vice President, Finance
|
|
BROCADE CONTACTS
|
|
|
|
Public Relations
John Noh
Tel: 408-333-5108
jnoh@brocade.com
|
Investor Relations
Robert Eggers Tel: 408-333-8797
reggers@brocade.com
|
|
|
•
|
Storage Area Networking (SAN) business revenue, including products and services, was a record
$416.9 million
, up
3%
year-over-year and up
6%
sequentially. SAN product revenue increased
3%
year-over-year and increased
7%
sequentially, led by higher switch and director product sales, in a seasonally strong quarter for the company. Brocade's industry-leading Gen 5 (16 Gbps) Fibre Channel products represented approximately
42%
of director and switch revenue in the quarter.
|
|
•
|
IP Networking business revenue, including products and services, was
$171.8 million
, up
11%
year-over-year and down
7%
quarter-over-quarter. The year-over-year growth was driven by solid performances across all three IP Networking product groups and led by Ethernet switch revenue, which was up
18%
year-over-year. Routing revenue was up
5%
year-over-year and other IP Networking revenue was up
25%
year-over-year driven by higher sales of the Brocade ADX
®
Series of application delivery products. The sequential decline in IP Networking revenue was principally due to lower Ethernet switch sales into the U.S. federal government, which is typical in the company's first fiscal quarter.
|
|
•
|
GAAP gross margin was
63.5%
and non-GAAP gross margin was
66.0%
in
Q1 2013
, compared to
61.5%
and
64.8%
in
Q1 2012
, respectively. The year-over-year improvement in gross margin was due in part to higher overall revenue and a more favorable Ethernet product mix. The sequential improvement in gross margin was due in part to higher overall revenue, with a more favorable revenue mix to SAN products, and lower manufacturing overhead spending.
|
|
•
|
GAAP operating margin was
15.8%
and non-GAAP operating margin was
23.5%
in
Q1 2013
, compared to
12.4%
and
21.5%
in
Q1 2012
, respectively. The year-over-year improvement in operating margin was due to higher revenue, expanded gross margin, and lower operating expenses as a percentage of revenue in
Q1 2013
. Operating margin improved quarter-over-quarter due to higher revenue and improved gross margin.
|
|
•
|
Operating cash flow was $
59.5 million
in Q1 2013. During the quarter, the company completed its acquisition of Vyatta, Inc. and refinanced
$300.0 million
of senior secured notes, extending the maturity date of the notes from 2018 to 2023 and reducing the annual cash interest rate from
6.625%
to
4.625%
.
|
|
•
|
GAAP loss per share was
$(0.05)
in
Q1 2013
, and non-GAAP diluted EPS of
$0.21
was up
7%
year-over-year. The GAAP loss per share included a non-cash tax charge of
$78.2 million
, or
$(0.17)
per share, due to the passage of Proposition 39 by the voters of California and the related reduction in the company's deferred tax assets, which was previously disclosed in November 2012. The company also took a one-time charge of
$15.3 million
, or
$(0.02)
per share after tax impact, related to the unamortized original issuance costs and call premium on the 2018 notes that were refinanced during the quarter.
|
|
•
|
Average diluted shares outstanding for
Q1 2013
were
466.3
million shares, down slightly year-over-year. The company repurchased
8.7 million
shares (
$47.5 million
) during
Q1 2013
.
|
|
1)
|
Adjusted EBITDA is as defined in the Term Debt Credit Agreement.
|
|
|
Q1 2013
|
|
|
Q4 2012
|
|
|
Q1 2012
|
|
|
As a % of total revenues
|
|
|
|
|
|
|||
|
OEM revenues
|
67
|
%
|
|
65
|
%
|
|
69
|
%
|
|
Channel/Direct revenues
|
33
|
%
|
|
35
|
%
|
|
31
|
%
|
|
10% or greater customer revenues
|
46
|
%
|
|
46
|
%
|
|
48
|
%
|
|
Domestic revenues
|
62
|
%
|
|
63
|
%
|
|
61
|
%
|
|
International revenues
|
38
|
%
|
|
37
|
%
|
|
39
|
%
|
|
SAN product revenues
|
61
|
%
|
|
59
|
%
|
|
63
|
%
|
|
IP Networking product revenues
|
24
|
%
|
|
26
|
%
|
|
22
|
%
|
|
Global Services revenue
|
15
|
%
|
|
15
|
%
|
|
15
|
%
|
|
SAN business revenues
(2)
|
71
|
%
|
|
68
|
%
|
|
72
|
%
|
|
IP Networking business revenues
(2)
|
29
|
%
|
|
32
|
%
|
|
28
|
%
|
|
Estimates as a % of IP Networking Business Revenues:
|
|
|
|
|
|
|||
|
Enterprise, excluding Federal
|
47
|
%
|
|
45
|
%
|
|
45
|
%
|
|
Federal
|
15
|
%
|
|
24
|
%
|
|
13
|
%
|
|
Service Provider
|
38
|
%
|
|
31
|
%
|
|
42
|
%
|
|
|
Q1 2013
|
|
|
Q4 2012
|
|
|
Q1 2012
|
|
|||
|
Cash, cash equivalents and short-term investments
|
$
|
684
|
M
|
|
$
|
713
|
M
|
|
$
|
485
|
M
|
|
Restricted cash
(3)
|
$
|
312
|
M
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Deferred revenues
|
$
|
296
|
M
|
|
$
|
293
|
M
|
|
$
|
278
|
M
|
|
Capital expenditures
|
$
|
18
|
M
|
|
$
|
17
|
M
|
|
$
|
18
|
M
|
|
Total debt, net of discount
(3)
|
$
|
900
|
M
|
|
$
|
601
|
M
|
|
$
|
720
|
M
|
|
Days sales outstanding
|
34 days
|
|
37 days
|
|
36 days
|
||||||
|
Employees at end of period
|
4,604
|
|
|
4,536
|
|
|
4,542
|
|
|||
|
•
|
the ability to make more meaningful period-to-period comparisons of Brocade's ongoing operating results;
|
|
•
|
the ability to make more meaningful comparisons of Brocade's operating performance against industry and competitor companies;
|
|
•
|
the ability to better identify trends in Brocade's underlying business and to perform related trend analysis;
|
|
•
|
a better understanding of how management plans and measures Brocade's underlying business; and
|
|
•
|
an easier way to compare Brocade's most recent results of operations against investor and analyst financial models.
|
|
|
Three Months Ended
|
||||||
|
|
January 26,
2013 |
|
January 28,
2012 |
||||
|
|
(In thousands, except per share amounts)
|
||||||
|
Net revenues
|
|
|
|
||||
|
Product
|
$
|
502,247
|
|
|
$
|
476,302
|
|
|
Service
|
86,482
|
|
|
84,340
|
|
||
|
Total net revenues
|
588,729
|
|
|
560,642
|
|
||
|
Cost of revenues
|
|
|
|
||||
|
Product
|
174,375
|
|
|
175,407
|
|
||
|
Service
|
40,429
|
|
|
40,466
|
|
||
|
Total cost of revenues
|
214,804
|
|
|
215,873
|
|
||
|
Gross margin
|
373,925
|
|
|
344,769
|
|
||
|
Operating expenses:
|
|
|
|
||||
|
Research and development
|
97,690
|
|
|
89,319
|
|
||
|
Sales and marketing
|
149,011
|
|
|
152,688
|
|
||
|
General and administrative
|
19,077
|
|
|
18,350
|
|
||
|
Amortization of intangible assets
|
14,856
|
|
|
14,993
|
|
||
|
Total operating expenses
|
280,634
|
|
|
275,350
|
|
||
|
Income from operations
|
93,291
|
|
|
69,419
|
|
||
|
Interest expense
|
(26,368
|
)
|
|
(13,046
|
)
|
||
|
Interest and other income (loss), net
|
66
|
|
|
(996
|
)
|
||
|
Income before income tax
|
66,989
|
|
|
55,377
|
|
||
|
Income tax expense (benefit)
|
88,244
|
|
|
(3,207
|
)
|
||
|
Net income (loss)
|
$
|
(21,255
|
)
|
|
$
|
58,584
|
|
|
Net income (loss) per share — basic
|
$
|
(0.05
|
)
|
|
$
|
0.13
|
|
|
Net income (loss) per share — diluted
|
$
|
(0.05
|
)
|
|
$
|
0.12
|
|
|
Shares used in per share calculation — basic
|
454,843
|
|
|
452,494
|
|
||
|
Shares used in per share calculation — diluted
|
454,843
|
|
|
468,738
|
|
||
|
|
January 26,
2013 |
|
October 27,
2012 |
||||
|
|
(In thousands, except par value)
|
||||||
|
Assets
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
683,616
|
|
|
$
|
713,226
|
|
|
Restricted cash
|
311,926
|
|
|
—
|
|
||
|
Accounts receivable, net of allowances for doubtful accounts of $798 and $827 at January 26, 2013 and October 27, 2012, respectively
|
216,706
|
|
|
233,139
|
|
||
|
Inventories
|
59,891
|
|
|
68,179
|
|
||
|
Deferred tax assets
|
64,981
|
|
|
91,539
|
|
||
|
Prepaid expenses and other current assets
|
53,839
|
|
|
49,496
|
|
||
|
Total current assets
|
1,390,959
|
|
|
1,155,579
|
|
||
|
Property and equipment, net
|
510,282
|
|
|
518,940
|
|
||
|
Goodwill
|
1,648,722
|
|
|
1,624,089
|
|
||
|
Intangible assets, net
|
108,948
|
|
|
109,265
|
|
||
|
Non-current deferred tax assets
|
80,420
|
|
|
136,175
|
|
||
|
Other assets
|
32,851
|
|
|
37,213
|
|
||
|
Total assets
|
$
|
3,772,182
|
|
|
$
|
3,581,261
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Accounts payable
|
$
|
101,808
|
|
|
$
|
117,350
|
|
|
Accrued employee compensation
|
114,593
|
|
|
182,597
|
|
||
|
Deferred revenue
|
218,303
|
|
|
216,283
|
|
||
|
Current liabilities associated with facilities lease losses
|
936
|
|
|
976
|
|
||
|
Current portion of long-term debt
|
302,198
|
|
|
1,977
|
|
||
|
Other accrued liabilities
|
90,328
|
|
|
91,285
|
|
||
|
Total current liabilities
|
828,166
|
|
|
610,468
|
|
||
|
Long-term debt, net of current portion
|
597,440
|
|
|
599,203
|
|
||
|
Non-current liabilities associated with facilities lease losses
|
1,455
|
|
|
1,606
|
|
||
|
Non-current deferred revenue
|
77,739
|
|
|
76,907
|
|
||
|
Non-current income tax liability
|
57,171
|
|
|
55,387
|
|
||
|
Other non-current liabilities
|
1,928
|
|
|
1,870
|
|
||
|
Total liabilities
|
1,563,899
|
|
|
1,345,441
|
|
||
|
Commitments and contingencies
|
|
|
|
||||
|
Stockholders’ equity:
|
|
|
|
||||
|
Preferred stock, $0.001 par value, 5,000 shares authorized, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
|
Common stock, $0.001 par value, 800,000 shares authorized:
|
|
|
|
||||
|
Issued and outstanding: 455,874 and 456,913 shares at January 26, 2013 and October 27, 2012, respectively
|
456
|
|
|
457
|
|
||
|
Additional paid-in capital
|
2,003,544
|
|
|
2,009,190
|
|
||
|
Accumulated other comprehensive loss
|
(10,499
|
)
|
|
(9,864
|
)
|
||
|
Retained earnings
|
214,782
|
|
|
236,037
|
|
||
|
Total stockholders’ equity
|
2,208,283
|
|
|
2,235,820
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
3,772,182
|
|
|
$
|
3,581,261
|
|
|
|
Three Months Ended
|
||||||
|
|
January 26,
2013 |
|
January 28,
2012 |
||||
|
|
(In thousands)
|
||||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net income (loss)
|
$
|
(21,255
|
)
|
|
$
|
58,584
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Excess tax benefits from stock-based compensation
|
(2,192
|
)
|
|
(1,147
|
)
|
||
|
Non-cash tax charges
|
78,206
|
|
|
—
|
|
||
|
Depreciation and amortization
|
49,394
|
|
|
50,105
|
|
||
|
Loss on disposal of property and equipment
|
1,989
|
|
|
256
|
|
||
|
Amortization of debt issuance costs and original issue discount
|
397
|
|
|
1,234
|
|
||
|
Call premium cost and original issue discount and debt issuance costs related to lenders that did not participate in refinancing
|
15,299
|
|
|
—
|
|
||
|
Net gains on investments
|
—
|
|
|
(12
|
)
|
||
|
Provision for doubtful accounts receivable and sales allowances
|
2,354
|
|
|
2,700
|
|
||
|
Non-cash compensation expense
|
19,150
|
|
|
21,819
|
|
||
|
Changes in assets and liabilities:
|
|
|
|
||||
|
Restricted cash
|
(11,926
|
)
|
|
—
|
|
||
|
Accounts receivable
|
14,250
|
|
|
27,078
|
|
||
|
Inventories
|
9,625
|
|
|
(6,826
|
)
|
||
|
Prepaid expenses and other assets
|
(1,702
|
)
|
|
1,611
|
|
||
|
Deferred tax assets
|
165
|
|
|
22
|
|
||
|
Accounts payable
|
(14,960
|
)
|
|
(9,556
|
)
|
||
|
Accrued employee compensation
|
(72,570
|
)
|
|
(13,013
|
)
|
||
|
Deferred revenue
|
1,519
|
|
|
8,010
|
|
||
|
Other accrued liabilities
|
(8,062
|
)
|
|
(13,059
|
)
|
||
|
Liabilities associated with facilities lease losses
|
(191
|
)
|
|
(755
|
)
|
||
|
Net cash provided by operating activities
|
59,490
|
|
|
127,051
|
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Proceeds from sale of subsidiary
|
—
|
|
|
(215
|
)
|
||
|
Purchases of property and equipment
|
(18,486
|
)
|
|
(17,556
|
)
|
||
|
Net cash paid in connection with acquisitions
|
(44,629
|
)
|
|
—
|
|
||
|
Net cash used in investing activities
|
(63,115
|
)
|
|
(17,771
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Proceeds from senior unsecured notes
|
296,250
|
|
|
—
|
|
||
|
Payment of principal related to the term loan
|
—
|
|
|
(70,000
|
)
|
||
|
Payment of principal related to capital leases
|
(484
|
)
|
|
(456
|
)
|
||
|
Common stock repurchases
|
(47,530
|
)
|
|
—
|
|
||
|
Proceeds from issuance of common stock
|
23,812
|
|
|
31,941
|
|
||
|
Excess tax benefits from stock-based compensation
|
2,192
|
|
|
1,147
|
|
||
|
Increase in restricted cash
|
(300,000
|
)
|
|
—
|
|
||
|
Net cash used in financing activities
|
(25,760
|
)
|
|
(37,368
|
)
|
||
|
Effect of exchange rate fluctuations on cash and cash equivalents
|
(225
|
)
|
|
(1,875
|
)
|
||
|
Net increase (decrease) in cash and cash equivalents
|
(29,610
|
)
|
|
70,037
|
|
||
|
Cash and cash equivalents, beginning of period
|
713,226
|
|
|
414,202
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
683,616
|
|
|
$
|
484,239
|
|
|
|
Three Months Ended
|
|
||||||
|
|
January 26,
2013 |
|
January 28,
2012 |
|
||||
|
|
(In thousands, except per share amounts)
|
|
||||||
|
Net income (loss) on a GAAP basis
|
$
|
(21,255
|
)
|
|
$
|
58,584
|
|
|
|
Adjustments:
|
|
|
|
|
||||
|
Stock-based compensation expense included in cost of revenues
|
3,946
|
|
|
4,375
|
|
|
||
|
Amortization of intangible assets expense included in cost of revenues
|
10,780
|
|
|
14,090
|
|
|
||
|
Legal fees recovery associated with certain pre-acquisition litigation
|
—
|
|
|
(51
|
)
|
|
||
|
Total gross margin adjustments
|
14,726
|
|
|
18,414
|
|
|
||
|
Stock-based compensation expense included in research and development
|
4,685
|
|
|
5,028
|
|
|
||
|
Stock-based compensation expense included in sales and marketing
|
8,145
|
|
|
9,776
|
|
|
||
|
Stock-based compensation expense included in general and administrative
|
2,374
|
|
|
2,640
|
|
|
||
|
Amortization of intangible assets expense included in operating expenses
|
14,856
|
|
|
14,993
|
|
|
||
|
Total operating expense adjustments
|
30,060
|
|
|
32,437
|
|
|
||
|
Total operating income adjustments
|
44,786
|
|
|
50,851
|
|
|
||
|
Call premium cost and original issue discount and debt issuance costs related to lenders that did not participate in refinancing
|
15,299
|
|
|
—
|
|
|
||
|
Tax provision impact from passage of California Proposition 39 - Single Sales Factor apportionment
|
78,206
|
|
|
—
|
|
|
||
|
Income tax effect of non-tax adjustments
|
(18,287
|
)
|
|
(16,623
|
)
|
|
||
|
Non-GAAP net income
|
$
|
98,749
|
|
|
$
|
92,812
|
|
|
|
Non-GAAP net income per share — basic
|
$
|
0.22
|
|
|
$
|
0.21
|
|
|
|
Non-GAAP net income per share — diluted
|
$
|
0.21
|
|
|
$
|
0.20
|
|
|
|
Shares used in non-GAAP per share calculation — basic
|
454,843
|
|
|
452,494
|
|
|
||
|
Shares used in non-GAAP per share calculation — diluted
|
466,321
|
|
|
468,738
|
|
|
||
|
BROCADE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
The current macro environment and economy continue to show uncertainty, especially in Europe as well as spending by the U.S. federal government.
|
|
•
|
For Q2, we expect SAN revenue to be down 5% to 8% sequentially, which is in line with our typical seasonality for our fiscal second quarter. For the fiscal year, we continue to see encouraging demand trends for the SAN market and expect year-over-year growth of 2% to 5%.
|
|
•
|
We expect our Q2 IP Networking revenue to be down 2% to up 2% quarter-over-quarter.
|
|
•
|
We expect non-GAAP operating expenses to be higher quarter-over-quarter, typical in our fiscal second quarter.
|
|
•
|
At the end of Q1, OEM inventory was a little less than one and one-half weeks of supply based on SAN business revenue, slightly lower than inventory levels in Q4 12. We expect OEMs to continue to hold between one week and two weeks of inventory. OEM inventory levels may fluctuate due to both seasonality and large end-user order patterns at the OEMs.
|
|
•
|
From a tax rate perspective, we assume a structural non-GAAP tax rate of 27% to 29% for FY13 which includes the benefit from the federal R&D tax credit this year. Discrete events can impact our tax rate from time to time.
|
|
•
|
Our guidance reflects the share repurchases already completed in Q2.
|
|
•
|
Cash from operations will be higher sequentially. As a reminder, our cash from operations in Q1 was impacted by the payment of sales commissions and employee bonuses earned in FY12 as well as the semi-annual payment of the interest on our notes.
|
|
•
|
Based on the company's performance in Q1 and the outlook for Q2, we expect FY13 gross margins to be slightly above the two-year target model range of 63% to 64% and FY13 operating margins to be at or slightly above the middle of the range of the two-year target model of 19.5% to 22.0%.
|
|
|
|
|
|
|
|
|
Q1 12
|
|
Q4 12
|
|
Q1 13
|
|
|
GAAP gross margin
|
61.5
|
%
|
62.4
|
%
|
63.5
|
%
|
|
Non-GAAP gross margin
|
64.8
|
%
|
64.8
|
%
|
66.0
|
%
|
|
|
|
|
|
|||
|
GAAP product gross margin
|
63.2
|
%
|
64.0
|
%
|
65.3
|
%
|
|
Non-GAAP product gross margin
|
66.6
|
%
|
66.6
|
%
|
67.8
|
%
|
|
|
|
|
|
|||
|
GAAP services gross margin
|
52.0
|
%
|
52.9
|
%
|
53.3
|
%
|
|
Non-GAAP services gross margin
|
54.5
|
%
|
54.9
|
%
|
55.5
|
%
|
|
|
|
|
|
|||
|
GAAP operating margin
|
12.4
|
%
|
14.9
|
%
|
15.8
|
%
|
|
Non-GAAP operating margin
|
21.5
|
%
|
22.5
|
%
|
23.5
|
%
|
|
|
|
|
|
|