SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
|
(Mark One)
|
||
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. | |
| For the quarterly period ended July 26, 2003 | ||
| OR | ||
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. | |
| For the transition period from to | ||
Commission file number: 000-25601
Brocade Communications Systems, Inc.
|
Delaware
|
77-0409517 | |
| (State or other jurisdiction of incorporation) | (I.R.S. employer identification no.) |
1745 Technology Drive
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o
The number of shares outstanding of the Registrants Common Stock on August 23, 2003 was 257,624,206 shares.
BROCADE COMMUNICATIONS SYSTEMS, INC.
FORM 10-Q
QUARTER ENDED JULY 26, 2003
INDEX
| Page | ||||||
| PART I FINANCIAL INFORMATION | ||||||
|
Item 1.
|
Financial Statements | |||||
| Condensed Consolidated Statements of Operations for the Three and Nine Months Ended July 26, 2003 and July 27, 2002 | 2 | |||||
| Condensed Consolidated Balance Sheets as of July 26, 2003 and October 26, 2002 | 3 | |||||
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended July 26, 2003 and July 27, 2002 | 4 | |||||
| Notes to Condensed Consolidated Financial Statements | 5 | |||||
|
Item 2.
|
Managements Discussion and Analysis of Financial Condition and Results of Operations | 21 | ||||
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risks | 39 | ||||
|
Item 4.
|
Controls and Procedures | 40 | ||||
| PART II OTHER INFORMATION | ||||||
|
Item 1.
|
Legal Proceedings | 40 | ||||
|
Item 6.
|
Exhibits and Reports on Form 8-K | 42 | ||||
| Signatures | 46 | |||||
1
PART I FINANCIAL INFORMATION
| Item 1. | Financial Statements |
BROCADE COMMUNICATIONS SYSTEMS, INC.
| Three Months Ended | Nine Months Ended | |||||||||||||||||
| July 26, | July 27, | July 26, | July 27, | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||||
| (Unaudited) | ||||||||||||||||||
|
Net revenues
|
$ | 133,458 | $ | 151,234 | $ | 387,520 | $ | 409,262 | ||||||||||
|
Cost of revenues
|
61,226 | 60,299 | 178,511 | 162,950 | ||||||||||||||
|
Gross margin
|
72,232 | 90,935 | 209,009 | 246,312 | ||||||||||||||
|
Operating expenses:
|
||||||||||||||||||
|
Research and development
|
37,158 | 33,209 | 105,576 | 95,523 | ||||||||||||||
|
Sales and marketing
|
27,526 | 30,338 | 90,249 | 82,722 | ||||||||||||||
|
General and administrative
|
5,539 | 4,756 | 15,805 | 14,139 | ||||||||||||||
|
Amortization of deferred stock compensation
|
213 | 243 | 494 | 727 | ||||||||||||||
|
Restructuring costs
|
(15 | ) | | 20,991 | | |||||||||||||
|
In-process research and development
|
| | 134,898 | | ||||||||||||||
|
Total operating expenses
|
70,421 | 68,546 | 368,013 | 193,111 | ||||||||||||||
|
Income (loss) from operations
|
1,811 | 22,389 | (159,004 | ) | 53,201 | |||||||||||||
|
Interest and other income, net
|
4,290 | 6,827 | 14,720 | 16,823 | ||||||||||||||
|
Interest expense
|
(3,417 | ) | (3,387 | ) | (10,129 | ) | (8,057 | ) | ||||||||||
|
Income (loss) before provision for income
taxes
|
2,684 | 25,829 | (154,413 | ) | 61,967 | |||||||||||||
|
Income tax (benefit) provision
|
773 | 7,481 | (3,417 | ) | 17,970 | |||||||||||||
|
Net income (loss)
|
$ | 1,911 | $ | 18,348 | $ | (150,996 | ) | $ | 43,997 | |||||||||
|
Net income (loss) per
share Basic
|
$ | 0.01 | $ | 0.08 | $ | (0.61 | ) | $ | 0.19 | |||||||||
|
Net income (loss) per
share Diluted
|
$ | 0.01 | $ | 0.08 | $ | (0.61 | ) | $ | 0.18 | |||||||||
|
Shares used in per share
calculation Basic
|
255,873 | 233,017 | 248,486 | 230,819 | ||||||||||||||
|
Shares used in per share
calculation Diluted
|
259,444 | 240,106 | 248,486 | 244,672 | ||||||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
2
BROCADE COMMUNICATIONS SYSTEMS, INC.
| July 26, | October 26, | |||||||||
| 2003 | 2002 | |||||||||
| (In thousands, | ||||||||||
| except par value) | ||||||||||
| (Unaudited) | ||||||||||
|
Assets
|
||||||||||
|
Current assets:
|
||||||||||
|
Cash and cash equivalents
|
$ | 487,580 | $ | 516,535 | ||||||
|
Short-term investments
|
71,039 | 50,988 | ||||||||
|
Total cash, cash equivalents and short-term
investments
|
558,619 | 567,523 | ||||||||
|
Marketable equity securities
|
| 226 | ||||||||
|
Accounts receivable, net of allowances of $3,672
and $3,763, respectively
|
76,866 | 97,707 | ||||||||
|
Inventories, net
|
4,529 | 5,402 | ||||||||
|
Deferred tax assets, net
|
28,418 | 28,418 | ||||||||
|
Prepaid expenses and other current assets
|
12,593 | 16,429 | ||||||||
|
Total current assets
|
681,025 | 715,705 | ||||||||
|
Long-term investments
|
350,443 | 320,865 | ||||||||
|
Property and equipment, net
|
129,113 | 143,625 | ||||||||
|
Deferred tax assets, net
|
221,489 | 221,878 | ||||||||
|
Convertible subordinated debt issuance costs
|
8,424 | 10,274 | ||||||||
|
Other assets
|
3,794 | 9,316 | ||||||||
|
Total assets
|
$ | 1,394,288 | $ | 1,421,663 | ||||||
|
Liabilities and Stockholders
Equity
|
||||||||||
|
Current liabilities:
|
||||||||||
|
Accounts payable
|
$ | 46,613 | $ | 57,538 | ||||||
|
Accrued employee compensation
|
26,344 | 23,930 | ||||||||
|
Deferred revenue
|
20,183 | 22,430 | ||||||||
|
Current liabilities associated with lease losses
|
8,260 | 8,204 | ||||||||
|
Other accrued liabilities
|
39,939 | 49,364 | ||||||||
|
Total current liabilities
|
141,339 | 161,466 | ||||||||
|
Non-current liabilities associated with lease
losses
|
18,277 | 22,602 | ||||||||
|
Convertible subordinated debt
|
550,000 | 550,000 | ||||||||
|
Commitments and contingencies (Note 9)
|
||||||||||
|
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: 257,620 and 234,652
shares at July 26, 2003 and October 26, 2002,
respectively
|
258 | 235 | ||||||||
|
Additional paid-in capital
|
725,455 | 577,171 | ||||||||
|
Deferred stock compensation
|
(1,252 | ) | (69 | ) | ||||||
|
Accumulated other comprehensive income
|
7,027 | 6,078 | ||||||||
|
Accumulated earnings (deficit)
|
(46,816 | ) | 104,180 | |||||||
|
Total stockholders equity
|
684,672 | 687,595 | ||||||||
|
Total liabilities and stockholders equity
|
$ | 1,394,288 | $ | 1,421,663 | ||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
BROCADE COMMUNICATIONS SYSTEMS, INC.
| Nine Months Ended | ||||||||||||
| July 26, | July 27, | |||||||||||
| 2003 | 2002 | |||||||||||
| (In thousands) | ||||||||||||
| (Unaudited) | ||||||||||||
|
Cash flows from operating
activities:
|
||||||||||||
|
Net income (loss)
|
$ | (150,996 | ) | $ | 43,997 | |||||||
|
Adjustments to reconcile net income
(loss) to net cash provided by operating activities:
|
||||||||||||
|
Tax benefits from employee stock option
transactions
|
| 26,200 | ||||||||||
|
Deferred taxes
|
| (20,293 | ) | |||||||||
|
Depreciation and amortization
|
34,801 | 22,195 | ||||||||||
|
Loss on disposal of property and equipment
|
4,206 | 539 | ||||||||||
|
Amortization of debt issuance costs
|
1,850 | 1,484 | ||||||||||
|
Net gains on investments and marketable equity
securities
|
(518 | ) | | |||||||||
|
Amortization of deferred stock compensation
|
494 | 727 | ||||||||||
|
Provision for doubtful accounts receivable and
sales returns
|
2,288 | 1,700 | ||||||||||
|
Non-cash restructuring charges
|
8,088 | | ||||||||||
|
In-process research and development
|
134,898 | | ||||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accounts receivable
|
18,553 | (20,657 | ) | |||||||||
|
Inventories
|
873 | 3,243 | ||||||||||
|
Prepaid expenses and other assets
|
6,892 | (8,967 | ) | |||||||||
|
Accounts payable
|
(11,698 | ) | 33,210 | |||||||||
|
Accrued employee compensation
|
1,510 | (2,582 | ) | |||||||||
|
Deferred revenue
|
(2,435 | ) | 5,702 | |||||||||
|
Other accrued liabilities
|
(15,171 | ) | 8,986 | |||||||||
|
Liabilities associated with lease losses
|
(7,109 | ) | (5,580 | ) | ||||||||
|
Net cash provided by operating activities
|
26,526 | 89,904 | ||||||||||
|
Cash flows from investing
activities:
|
||||||||||||
|
Purchases of short-term investments
|
(40,804 | ) | | |||||||||
|
Purchases of long-term investments
|
(60,755 | ) | (640,777 | ) | ||||||||
|
Proceeds from sales and maturities of investments
|
67,275 | 74,098 | ||||||||||
|
Proceeds from sale of marketable equity securities
|
2,332 | | ||||||||||
|
Purchases of property and equipment
|
(25,261 | ) | (65,179 | ) | ||||||||
|
Acquired cash and cash equivalents from
acquisition of Rhapsody
|
2,453 | | ||||||||||
|
Net cash used in investing activities
|
(54,760 | ) | (631,858 | ) | ||||||||
|
Cash flows from financing
activities:
|
||||||||||||
|
Proceeds from issuance of common stock, net
|
11,496 | 49,995 | ||||||||||
|
Proceeds from issuance of convertible
subordinated debt
|
| 537,625 | ||||||||||
|
Payments on assumed capital lease and debt
obligations in connection with the acquisition of Rhapsody
|
(12,583 | ) | | |||||||||
|
Net cash provided by financing activities
|
(1,087 | ) | 587,620 | |||||||||
|
Net effect of exchange rate fluctuations on cash
and cash equivalents
|
366 | | ||||||||||
|
Net increase (decrease) in cash and cash
equivalents
|
(28,955 | ) | 45,666 | |||||||||
|
Cash and cash equivalents, beginning of period
|
516,535 | 150,118 | ||||||||||
|
Cash and cash equivalents, end of period
|
$ | 487,580 | $ | 195,784 | ||||||||
|
Supplemental disclosure of cash flow information:
|
||||||||||||
|
Common stock issued for acquisition of Rhapsody,
net of acquisition costs
|
$ | 137,134 | $ | | ||||||||
|
Net assets acquired from acquisition of Rhapsody
|
$ | 3,556 | $ | | ||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4
BROCADE COMMUNICATIONS SYSTEMS, INC.
1. Organization and Operations of Brocade
Brocade Communications Systems, Inc. (Brocade or the Company) designs, develops, markets, sells, and supports data storage networking products and services, offering a line of storage networking products that enables companies to implement highly available, scalable, manageable, and secure environments for data storage applications. The Brocade SilkWorm® family of storage area networking switches is designed to help companies reduce the cost and complexity of managing business information within a data storage environment. Brocade products and services are marketed, sold, and supported worldwide to end-users through distribution partners, including original equipment manufacturers (OEMs), value-added distributors, systems integrators, and value-added resellers.
Brocade was incorporated on May 14, 1999 as a Delaware corporation, succeeding operations that began on August 24, 1995. The Companys headquarters is located in San Jose, California.
Brocade, SilkWorm, and the Brocade logo are trademarks or registered 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.
2. Summary of Significant Accounting Policies
| Basis of Presentation |
The accompanying financial data as of July 26, 2003, and for the three and nine months ended July 26, 2003 and July 27, 2002, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The October 26, 2002 Condensed Consolidated Balance Sheet was derived from audited Consolidated Financial Statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended October 26, 2002.
In the opinion of management, all adjustments (which include only normal recurring adjustments, except as otherwise indicated) necessary to present a fair statement of financial position as of July 26, 2003, results of operations for the three and nine months ended July 26, 2003 and July 27, 2002, and cash flows for the nine months ended July 26, 2003 and July 27, 2002, have been made. The results of operations for the three and nine months ended July 26, 2003 are not necessarily indicative of the operating results for the full fiscal year or any future periods.
| Cash and Cash Equivalents |
The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are primarily maintained at four major financial institutions.
| Investments |
Investment securities with original or remaining maturities of more than three months but less than one year are considered short-term investments. Investment securities with original or remaining maturities of one
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
year or more are considered long-term investments. Short-term and long-term investments consist primarily of debt securities issued by United States government agencies. Short-term and long-term investments are maintained at three major financial institutions, are classified as available-for-sale, and are recorded on the accompanying Condensed Consolidated Balance Sheets at fair value. Unrealized holding gains and losses are included as a separate component of accumulated other comprehensive income on the accompanying Condensed Consolidated Balance Sheets, net of any related tax effect. Realized gains and losses are calculated based on the specific identification method and are included in interest and other income, net on the Condensed Consolidated Statements of Operations.
From time to time the Company makes minority equity investments in non-publicly traded companies. These investments are included in other assets on the accompanying Condensed Consolidated Balance Sheets, and are accounted for under the cost method. The Company holds less than 20 percent of the voting equity of such companies, and neither has nor seeks control or significant influence over the respective companys operating and financial policies. The Company monitors its investments for impairment on a quarterly basis and makes appropriate reductions in carrying values when such impairments are determined to be other-than-temporary. Impairment charges are included in interest and other income, net on the Condensed Consolidated Statements of Operations. Factors used in determining an impairment include, but are not limited to, the current business environment including competition and uncertainty of financial condition; going concern considerations such as the rate at which the investee company utilizes cash to finance overhead, and the investee companys ability to obtain additional private financing to fulfill its stated business plan; the need for changes to the investee companys existing business model due to changing business environments and its ability to successfully implement necessary changes; and comparable valuations. If an investment is determined to be impaired, a determination is made as to whether such impairment is other-than-temporary. As of July 26, 2003 and October 26, 2002, the carrying values of the Companys minority equity investments in non-publicly traded compa