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8-K - FORM 8-K - BROCADE COMMUNICATIONS SYSTEMS INCd8k.htm
EX-99.3 - ACCOMPANYING PREPARED REMARKS, DATED NOVEMBER 23, 2009 - BROCADE COMMUNICATIONS SYSTEMS INCdex993.htm
EX-99.1 - PRESS RELEASE - BROCADE COMMUNICATIONS SYSTEMS INCdex991.htm
Q4 FY 2009
EARNINGS
Prepared Comments
and Q&A Discussion
Materials
SLIDES ONLY
EXHIBIT 99.2
BROCADE


Q4 FY 2009 Earnings,  November 23, 2009
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2009 Brocade Communications Systems, Inc.—Company Proprietary Information
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PREPARED
COMMENTS
MIKE KLAYKO
CEO
Released November 23rd
4:00PM Pacific Time
RICHARD DERANLEAU
CFO


Q4 FY 2009 Earnings,  November 23, 2009
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CAUTIONARY STATEMENTS
AND DISCLOSURES
This
presentation
includes
forward-looking
statements,
including
statements
regarding
Brocade’s business outlook and financial projections for fiscal year 2010 and beyond.
These forward-looking statements are only predictions and involve risks and uncertainties
such
that
actual
results
may
vary
significantly.
These
and
other
risks
are
set
forth
in
more
detail in our Form 10-K for the fiscal year ended October 25, 2008 and Form 10-Q for the
quarter ended August 1, 2009. These forward-looking statements reflect beliefs,
assumptions, estimates and predictions as of today, and Brocade expressly assumes no
obligation to update any such forward-looking statements.
In addition, this presentation includes various third party estimates regarding the total
available market and other measures, which do not necessarily reflect the view of the
Company. Further, Brocade does not guarantee the accuracy or reliability of any such
information or forecast.
This presentation includes non-GAAP financial measures. The most directly comparable
GAAP information and a reconciliation between the non-GAAP and GAAP figures are
provided
in
our
Q4
09
press
release,
which
has
been
furnished
to
the
SEC
on
Form
8-K,
and
in this slide presentation.


MIKE KLAYKO
CEO
Q4 AND
FISCAL 2009
Q4 FY 2009 Earnings,  November 23, 2009
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Q4 FY 2009 Earnings,  November 23, 2009
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QUARTERLY
RESULTS
* Q4 is third full quarter of combined operations post-Foundry acquisition.
5.8%
SEQ.
GROWTH
REVENUE


Q4 FY 2009 Earnings,  November 23, 2009
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ANNUAL
RESULTS
33%
GROWTH
REVENUE


FY 2009: A GAME
CHANGING YEAR
Transformation
Innovation
Execution
Q4 FY 2009 Earnings,  November 23, 2009
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WHO IS
BROCADE?
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A NETWORKING
COMPANY
Q4 FY 2009 Earnings,  November 23, 2009
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ENTER NEW
MARKETS
ETHERNET
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OPERATE AS
ONE COMPANY
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INTEGRATE
ACQUIRE
FOUNDRY
Sales
R&D
Roadmaps
Supply
Chains


INTERNET USERS
2.25 BILLION
EVERY YEAR
DATA DOUBLES
DEVICES BY 2015
15 BILLION
Q4 FY 2009 Earnings,  November 23, 2009
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ROBUST NETWORKING
GROWTH DRIVERS


NETWORK
UPGRADE
COMING
Q4 FY 2009 Earnings,  November 23, 2009
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MULTI-TIERED
ARCHITECTURES
Don’t Scale
Prone to Failure
Obsolete
NEW PERFORMANCE
REQUIREMENTS
65% of CIOs
Plan Major Rebuilds


$3.3T ANNUAL
IT SPEND
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Source: Gartner


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INFLECTION
POINT


Q4 FY 2009 Earnings,  November 23, 2009
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STORAGE
NETWORKING
Source: Dell’Oro
18.6%
CAGR 09–12
SAN TAM


Source: Brocade estimates
STORAGE
NETWORKING
LONGSTANDING
LEADERSHIP
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MARKET SHARE


ETHERNET
NETWORKING
Source: Infonetics, Dell’Oro
11.7%
CAGR 09–12
Q4 FY 2009 Earnings,  November 23, 2009
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ADDRESSABLE IP TAM


NEW ETHERNET
NETWORKING
CUSTOMERS
500
EXPANDING
OUR FOOTPRINT
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Doubled Ethernet
Accounts Among Top
100 Brocade Storage
Networking Accounts


20
PARTNERS
PARTNERS
ADDED 111 NEW PARTNERS
ADDED 111 NEW PARTNERS


Q4 FY 2009 Earnings,  November 23, 2009
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NEW ROUTES TO MARKET
DIRECT VAR
DISTRIBUTORS
OEM PARTNERS
CUSTOMER
DIRECT
GLOBAL SYSTEMS
INTEGRATORS


Q4 FY 2009 Earnings,  November 23, 2009
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PRODUCT DIFFERENTIATION
AND STRATEGY
DELIVERED
62 SOLUTIONS
ETHERNET
STORAGE
SERVICES


Q4 FY 2009 Earnings,  November 23, 2009
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NEW MARKET SEGMENTS
SERVICE
PROVIDERS
CAMPUS
LAN
DATA
CENTER


EDUCATION
MEDIA/
ENTERTAINMENT
HIGH-
PERFORMANCE
COMPUTING
HEALTHCARE
PUBLIC
SECTOR
Q4 FY 2009 Earnings,  November 23, 2009
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VERTICAL MARKET STRATEGY


Q4 AND FISCAL
2009 SUMMARY
Q4 FY 2009 Earnings,  November 23, 2009
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LOOKING
FORWARD
Q4 FY 2009 Earnings,  November 23, 2009
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RELIABILITY
CONVERGENCE
OPEN SYSTEMS
PERFORMANCE
Q4 FY 2009 Earnings,  November 23, 2009
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INNOVATION AND
PRODUCT DEVELOPMENT


Q4 FY 2009 Earnings,  November 23, 2009
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CLOSED VS. OPEN SYSTEMS
VS


KEY 2010
METRICS
Ethernet Account and
Revenue Growth
Storage Share
Partnership Growth
Focused Products:
Data Center
Campus LAN
Service Provider
Q4 FY 2009 Earnings,  November 23, 2009
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RICHARD DERANLEAU
CFO
Q4 FISCAL 2009
FINANCIALS
Q4 FY 2009 Earnings,  November 23, 2009
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Q4 FINANCIAL HIGHLIGHTS
Q4 FY 2009 Earnings,  November 23, 2009
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Revenues in-line with guidance
Strength in North America driven by Federal LAN and Director
Strength in Asia Pacific/Japan
SAN: sequentially up, led by Directors, Switch and Embedded
LAN: sequentially up, led by Federal, partially offset by Service Providers
Global Services: flat sequentially
Margins within long-term model
Improving gross margins on mix and Ethernet product cost reductions
Met or exceeded committed acquisition synergies
Effectively controlling spending
Strengthening balance sheet
Strong cash flows
Adjusted EBITDA and operating cash flow enable rapid debt repayment
Improving DSO


KEY FINANCIAL METRICS
Q4 2009
Q3 2009
Q2 2009
Revenue
$521.8M
$493.3M
$506.3M
Non-GAAP Gross Margin*
59.5%
58.2%
56.2%
Non-GAAP EPS*-Diluted
$0.15
$0.12
$0.11
GAAP EPS-Diluted
$0.07
($0.05)
($0.16)
Adjusted EBITDA
$130.6M
$119.3M
$119.9M
Cash from Operations
$155.3M
$16.6M
$107.3M
Q4 FY 2009 Earnings,  November 23, 2009
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*Non-GAAP, please see reconciliation in appendix.


Q4 FY 2009 Earnings,  November 23, 2009
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REVENUE: STORAGE,
ETHERNET, AND SERVICES*
*Q4 reflects third full quarter of combined operations post-Foundry acquisition.


Q4 FY 2009 Earnings,  November 23, 2009
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REVENUE: 10% CUSTOMERS,
OTHER OEM, CHANNEL/DIRECT
*Q4 09 is third full quarter of combined operations post-Foundry acquisition.


DOMESTIC AND INTERNATIONAL
REPORTED REVENUE VS. DEMAND
Q4 FY 2009 Earnings,  November 23, 2009
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REPORTED REVENUE
ON A SHIP-TO BASIS
DEMAND BY ESTIMATED
END USER LOCATION


Q4 FY 2009 Earnings,  November 23, 2009
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GROSS MARGIN* AND PROFIT*
* Non-GAAP, please see reconciliation
* Non-GAAP, please see reconciliation in appendix


Q4 FY 2009 Earnings,  November 23, 2009
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OPERATING MARGINS*
OPERATING
EXPENSES*
Q4 09: 36.9%
Q3 09: 37.8%
Q2 09: 37.4%
½
Qtr.
Foundry
Full Qtr.
Foundry
Long term model operating margin range: 20–23%
* Non-GAAP, please see reconciliation in appendix


SELECTED BALANCE SHEET METRICS
Q4 FY 2009 Earnings,  November 23, 2009
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Q4 09 FINANCIAL MESSAGES
Merger integration
Revenue synergies on plan
Cost synergies ahead of plan
Executing well, despite economic conditions
Improved operating margins, now in line with model
Improved DSO, strong working capital management
Strong cash flows provide flexibility
Committed to our long-term financial model
Q4 FY 2009 Earnings,  November 23, 2009
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FY 2010 PLANNING
ASSUMPTIONS
IT market conditions:
Recovering IT Spending in 1H 2010
Improving to normal IT Spending in 2H 2010
Benign storage pricing environment
Growth drivers:
Benefits of Ethernet distribution partnerships ramping through 2010
Benefits from product innovation ramping in 2H 2010
Market share:
Gain share in IP Ethernet networking
Maintain share in storage networking
Planning to build share in server products (CNA/Embedded/HBA)
Seasonality:
Up sequentially 4–5% in Q1, flat to up in Q2 and Q3, a strong Q4
Q4 FY 2009 Earnings,  November 23, 2009
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FY 2010 FINANCIAL OUTLOOK
Reiterating
September
22
nd
Outlook
Revenue
$2.25B–$2.45B
Non-GAAP Gross Margin
59–60%
Non-GAAP Op. Expenses
In Model
Non-GAAP Op. Margin
In Model
Non-GAAP Tax Rate
30%
Shares
510M–520M
Non-GAAP EPS
$0.56–$0.61
Q4 FY 2009 Earnings,  November 23, 2009
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Q4 FY 2009 Earnings,  November 23, 2009
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OPERATING AND FREE
CASH FLOW OUTLOOK
* Includes $46M Q1 09 cash from operations, adjusted for $160M class action payment
and normalization of $50M Accounts Payable related to Foundry acquisition.
$162M
$235M
$600M
$750M
$163M
$225M
$90M
$100M
$325M
$460M
$690M
$850M
FY 09
FY 10
FY 11
FY 12
Free Cash Flow
Capital Spending
*


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ADJUSTED EBITDA, CASH,
AND LIQUIDITY OUTLOOK
Q4 FY 2009 Earnings,  November 23, 2009
REDUCING OUR DEBT…
WELL WITHIN OUR DEBT COVENANT…
INCREASING CASH BALANCE…
* Excludes restricted cash of $12.5M
STRONG ADJ. EBITDA PERFORMANCE…
$140–152M
$560–610M


ANTICIPATED REPAYMENT
McDATA CONVERT
Q4 09 Ending Cash and Equivalents*
$339M
Q1 10  Cash from Operations
$51M
Q1 10  Capital Expenditures
($59M)
Q1 10  Stock Option Exercises and Other
$20M
Q1 10 Ending Cash and Equivalents
$351M
Q2 10 Repayment of McDATA Convertible Debt
($173M)
Q2 10 Cash from Operations
$141M
Q2 10 Capital Expenditures
($74M)
Q2 10 Stock Option Exercises and Other
$13M
Q2 10 Ending Cash and Equivalents
$258M
* Excludes restricted cash of $12.5M
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Q4 FY 2009 Earnings,  November 23, 2009


Q4 FY 2009 Earnings,  November 23, 2009
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FY 2009:
SUMMARY
Transformation
Innovation
Execution


Q4 FY 2009 Earnings,  November 23, 2009
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LIVE Q&A CALL
MIKE
KLAYKO
CEO
November 24th 5:00AM Pacific Time
RICHARD
DERANLEAU
CFO
MARC
RANDALL
SVP Products
& Offerings
IAN
WHITING
SVP WW
Sales
& Marketing
DAVE
STEVENS
CTO


APPENDIX AND
RECONCILIATIONS


Q4 FY 2009 Earnings,  November 23, 2009
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LONG TERM FINANCIAL MODEL
Reiterating Model Presented on September 22, 2009
Data
Storage
IP
Ethernet
Global
Services
Brocade
TOTAL
Gross Margin*
60–63%
55–60%
45–50%
59–61%
Operating Expense*
37–39%
38–40%
20–25%
38–39%
Operating Margin*
21–26%
15–22%
20–30%
20–23%
* Non-GAAP numbers, see GAAP vs. Non-GAAP reconciliation in appendix


SEQUENTIAL INCOME
STATEMENT* COMPARISON
20.3%
22.7%
3.2%
3.2%
18.0%
17.3%
16.7%
16.3%
41.8%
40.5%
Q3 09
Q4 09
Cost of revenue
Research and development
Sales and marketing
General and administrative
Income from operations
Q4 FY 2009 Earnings,  November 23, 2009
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* Non-GAAP, please see reconciliation in appendix


CAPITAL EXPENDITURES
Cumulative Campus CAPEX: $183M,
approximately 2/3 complete
Q4 FY 2009 Earnings,  November 23, 2009
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Q4 FY 2009 Earnings,  November 23, 2009
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RELATIVE ACQUISITION
INTEGRATION MARGINS*
*
Non-GAAP,
see
reconciliation
in
appendix,
McDATA
closed
in
Q2
07
and
Foundry
closed
in
Q1
09
50%
52%
54%
56%
58%
60%
62%
64%
66%
GROSS MARGIN
Brocade during McData acquisition
Brocade during Foundry acquisition
OPERATING MARGIN
15%
17%
19%
21%
23%
25%
27%
Brocade
during
McData
acquisition
Brocade during Foundry acquisition


SR. SECURED LEVERAGE RATIO
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Consolidated Senior Secured Leverage Ratio
Q1 FY09
Q2 FY09
Q3 FY09
Q4 FY09
$ Thousand
Actual
Actual
Actual
Actual
Consolidated Net Income
($26,031)
($63,118)
($21,034)
$34,243
plus
(i) Consolidated Interest Charges
$21,357
$26,398
$22,845
$20,681
(ii) Provision for Federal, state, local and foreign income taxes payable
$22,028
$20,021
$0
(iii) Depreciation and amortization expense
$39,754
$54,377
$50,956
$51,486
(iv) Fees, costs and expenses incurred on or prior to the Acquisition Closing Date in connection with the
Acquisition and the financing thereof
$0
$0
(v) Any cash restructuring charges and integration costs in connection with the Acquisition, in an aggregate
amount not to exceed $75,000,000
$5,319
$4,720
$1,450
$333
(vi) non-cash restructuring charges incurred in connection with the Transaction, all as approved by Arrangers
$18,400
$19,972
$5,840
$2,097
(vii) other non-recurring expenses reducing such Consolidated Net Income which do not represent a cash item in
such period or any future period (in each case of or by the Borrower and its Subsidiaries for such Measurement
Period)
$26,900
$53,304
$0
$0
(viii) any non-cash charges for stock compensation expense in compliance with FAS 123R and amortization of
the
fair
value
of
unvested
options
under
the
Acquired
Business’
employee
stock
option
plan
assumed
by
the
Borrower
$18,080
$40,111
$43,313
$35,714
(ix)
legal fees and expenses relating to the Borrower’s indemnification obligations for the benefit of its former
officers and directors in connection with its historical stock option litigation
$13,740
$11,778
($561)
$0
minus
(i)
Federal, state, local and foreign income tax credits
$0
($24,769)
$0
($6,707)
(ii)
all non-cash items increasing Consolidated Net Income (in each case of or by the Borrower and its
Subsidiaries for such Measurement Period)
($2,877)
($2,899)
($3,511)
($7,216)
Consolidated EBITDA
$136,670
$119,874
$119,319
$130,631
4 Quarter Trailing Consolidated EBITDA
$537,081
$531,304
$518,002
$506,494
Consolidated Senior Secured Debt
$1,114,050
$1,039,050
$1,005,909
$948,028
Consolidated Senior Secured Leverage Ratio
2.07
1.96
1.94
1.87


Q4 FY 2009 Earnings,  November 23, 2009
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FOUNDRY PURCHASE
PRICE ADJUSTMENT
Anticipated Impact to Inventory and Revenue


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QUARTERLY NET INCOME (LOSS)
GAAP/NON-GAAP RECONCILIATION
(IN THOUSANDS)
Q4 09
Q3 09
Q4 08
Net income (loss) on a GAAP basis
$33,597
-$21,033
$35,581
Adjustments:
Legal
fees
and
recoveries
associated
with
indemnification
obligations and other related expenses, net
-$14,612
-$561
$26,274
Stock-based compensation expense
$35,715
$43,313
$7,515
Amortization of intangible assets
$34,950
$35,002
$16,600
Acquisition and integration costs
$333
$1,450
$682
Loss on impairment of portfolio investments
$8,751
Legal
fees
associated
with
certain
pre-acquisition
litigation
$546
$20
Restructuring costs and facilities lease loss benefit, net
$3,208
Provision for certain pre-acquisition litigation
$14,335
Acquisition-related financing charges
$4,736
Income tax effect of adjustments
-$31,502
-$2,795
-$27,602
Non-GAAP net income
73,362
$55,376
$75,765


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