Guarantor And Non-Guarantor Subsidiaries | 6 Months Ended |
3-May-14 |
Guarantor And Non-Guarantor Subsidiaries [Abstract] | ' |
Guarantor And Non-Guarantor Subsidiaries | ' |
Guarantor and Non-Guarantor Subsidiaries |
On January 20, 2010, the Company issued $600.0 million aggregate principal amount of the 2018 Notes and 2020 Notes. In addition, on January 22, 2013, the Company issued $300.0 million aggregate principal amount of the 2023 Notes. The Company’s obligations under the 2023 Notes and the 2020 Notes are, and prior to January 22, 2013, the Company’s obligations under the 2018 Notes were, guaranteed by certain of the Company’s domestic subsidiaries (the “Subsidiary Guarantors”). Each of the Subsidiary Guarantors is 100% owned by the Company and all guarantees are joint and several. The Senior Secured Notes are not guaranteed by certain of the Company’s domestic subsidiaries or any of the Company’s foreign subsidiaries (the “Non-Guarantor Subsidiaries”). |
Pursuant to the terms of the indentures governing the Senior Secured Notes, the guarantees are full and unconditional, but are subject to release under the following circumstances: |
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• | Upon the sale of the subsidiary or all or substantially all of its assets; | | | | | | | | | | | | | | | | | | |
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• | Upon the discharge of the guarantees under the credit facility and any other debt guaranteed by the applicable subsidiary provided that the credit facility has been paid in full and the applicable series of senior secured notes have an investment-grade rating from both Standard & Poor’s and Moody’s; | | | | | | | | | | | | | | | | | | |
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• | Upon designation of the subsidiary as an “unrestricted subsidiary” under the applicable indenture; | | | | | | | | | | | | | | | | | | |
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• | Upon the merger, consolidation or liquidation of the subsidiary into the Company or another subsidiary guarantor; and | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
• | Upon legal or covenant defeasance or the discharge of the Company’s obligations under the applicable indenture. | | | | | | | | | | | | | | | | | | |
The guarantees of the 2018 Notes were released on January 22, 2013, upon the discharge of the 2018 Indenture. |
Pursuant to the terms of the indenture governing the 2023 Notes, the guarantees are full and unconditional but are subject to release under the following circumstances: |
| | | | | | | | | | | | | | | | | | | |
• | Upon the sale of the subsidiary or all or substantially all of its assets; | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
• | Upon the discharge of the guarantees under the Senior Secured Credit Facility, the 2020 Notes and any other debt guaranteed by the applicable subsidiary; | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
• | Upon the merger, consolidation or liquidation of the subsidiary into the Company or another subsidiary guarantor; and | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
• | Upon legal or covenant defeasance or the discharge of the Company’s obligations under the applicable indenture. | | | | | | | | | | | | | | | | | | |
Because the guarantees are subject to release under the above described circumstances, they would not be deemed “full and unconditional” for purposes of Rule 3-10 of Regulation S-X. However, as these circumstances are customary, the Company concluded that it may rely on Rule 3-10 of Regulation S-X, as the other requirements of Rule 3-10 have been met. |
The following tables present condensed consolidated financial statements for the parent company, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries, respectively. |
The following is the condensed consolidating balance sheet as of May 3, 2014 (in thousands): |
|
| | | | | | | | | | | | | | | | | | | |
| Brocade | | Subsidiary | | Non-Guarantor Subsidiaries | | Consolidating | | Total |
Communications | Guarantors | Adjustments |
Systems, Inc. | | |
Assets | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | 431,158 | | | $ | 8,403 | | | $ | 698,052 | | | $ | — | | | $ | 1,137,613 | |
|
Accounts receivable, net | 115,769 | | | 12 | | | 78,023 | | | — | | | 193,804 | |
|
Inventories | 43,088 | | | — | | | (2,315 | ) | | — | | | 40,773 | |
|
Intercompany receivables | — | | | 476,800 | | | — | | | (476,800 | ) | | — | |
|
Other current assets | 152,246 | | | 112 | | | 11,595 | | | 291 | | | 164,244 | |
|
Total current assets | 742,261 | | | 485,327 | | | 785,355 | | | (476,509 | ) | | 1,536,434 | |
|
Property and equipment, net | 438,747 | | | 325 | | | 13,650 | | | — | | | 452,722 | |
|
Investment in subsidiaries | 1,116,621 | | | — | | | — | | | (1,116,621 | ) | | — | |
|
Other non-current assets | 1,534,165 | | | 82,020 | | | 3,568 | | | — | | | 1,619,753 | |
|
Total assets | $ | 3,831,794 | | | $ | 567,672 | | | $ | 802,573 | | | $ | (1,593,130 | ) | | $ | 3,608,909 | |
|
Liabilities and Stockholders’ Equity | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Accounts payable | $ | 62,749 | | | $ | — | | | $ | 17,203 | | | $ | — | | | $ | 79,952 | |
|
Current portion of long-term debt | 2,277 | | | — | | | — | | | — | | | 2,277 | |
|
Intercompany payables | 412,299 | | | — | | | 64,501 | | | (476,800 | ) | | — | |
|
Other current liabilities | 312,899 | | | 4,550 | | | 122,220 | | | 291 | | | 439,960 | |
|
Total current liabilities | 790,224 | | | 4,550 | | | 203,924 | | | (476,509 | ) | | 522,189 | |
|
Long-term debt, net of current portion | 595,452 | | | — | | | — | | | — | | | 595,452 | |
|
Other non-current liabilities | 110,371 | | | — | | | 45,150 | | | — | | | 155,521 | |
|
Total liabilities | 1,496,047 | | | 4,550 | | | 249,074 | | | (476,509 | ) | | 1,273,162 | |
|
Total stockholders’ equity | 2,335,747 | | | 563,122 | | | 553,499 | | | (1,116,621 | ) | | 2,335,747 | |
|
Total liabilities and stockholders’ equity | $ | 3,831,794 | | | $ | 567,672 | | | $ | 802,573 | | | $ | (1,593,130 | ) | | $ | 3,608,909 | |
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The following is the condensed consolidating balance sheet as of October 26, 2013 (in thousands): |
|
| | | | | | | | | | | | | | | | | | | |
| Brocade | | Subsidiary | | Non-Guarantor Subsidiaries | | Consolidating | | Total |
Communications | Guarantors | Adjustments |
Systems, Inc. | | |
Assets | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | 396,710 | | | $ | 9,301 | | | $ | 580,986 | | | $ | — | | | $ | 986,997 | |
|
Accounts receivable, net | 159,436 | | | 328 | | | 89,834 | | | — | | | 249,598 | |
|
Inventories | 40,072 | | | — | | | 5,272 | | | — | | | 45,344 | |
|
Intercompany receivables | — | | | 464,443 | | | — | | | (464,443 | ) | | — | |
|
Other current assets | 127,709 | | | 7 | | | 11,395 | | | 1,753 | | | 140,864 | |
|
Total current assets | 723,927 | | | 474,079 | | | 687,487 | | | (462,690 | ) | | 1,422,803 | |
|
Property and equipment, net | 457,054 | | | 567 | | | 15,319 | | | — | | | 472,940 | |
|
Investment in subsidiaries | 1,026,247 | | | — | | | — | | | (1,026,247 | ) | | — | |
|
Other non-current assets | 1,626,031 | | | 95,624 | | | 3,993 | | | — | | | 1,725,648 | |
|
Total assets | $ | 3,833,259 | | | $ | 570,270 | | | $ | 706,799 | | | $ | (1,488,937 | ) | | $ | 3,621,391 | |
|
Liabilities and Stockholders’ Equity | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Accounts payable | $ | 68,190 | | | $ | 28 | | | $ | 20,000 | | | $ | — | | | $ | 88,218 | |
|
Current portion of long-term debt | 2,996 | | | — | | | — | | | — | | | 2,996 | |
|
Intercompany payables | 409,590 | | | — | | | 54,853 | | | (464,443 | ) | | — | |
|
Other current liabilities | 335,261 | | | 7,075 | | | 125,360 | | | 1,753 | | | 469,449 | |
|
Total current liabilities | 816,037 | | | 7,103 | | | 200,213 | | | (462,690 | ) | | 560,663 | |
|
Long-term debt, net of current portion | 596,208 | | | — | | | — | | | — | | | 596,208 | |
|
Other non-current liabilities | 74,201 | | | — | | | 43,506 | | | — | | | 117,707 | |
|
Total liabilities | 1,486,446 | | | 7,103 | | | 243,719 | | | (462,690 | ) | | 1,274,578 | |
|
Total stockholders’ equity | 2,346,813 | | | 563,167 | | | 463,080 | | | (1,026,247 | ) | | 2,346,813 | |
|
Total liabilities and stockholders’ equity | $ | 3,833,259 | | | $ | 570,270 | | | $ | 706,799 | | | $ | (1,488,937 | ) | | $ | 3,621,391 | |
|
|
The following is the condensed consolidating statement of operations for the three months ended May 3, 2014 (in thousands): |
|
| | | | | | | | | | | | | | | | | | | |
| Brocade | | Subsidiary | | Non-Guarantor Subsidiaries | | Consolidating | | Total |
Communications | Guarantors | Adjustments |
Systems, Inc. | | |
Revenues | $ | 313,634 | | | $ | 582 | | | $ | 222,694 | | | $ | — | | | $ | 536,910 | |
|
Intercompany revenues | 7,422 | | | — | | | 3,136 | | | (10,558 | ) | | — | |
|
Total net revenues | 321,056 | | | 582 | | | 225,830 | | | (10,558 | ) | | 536,910 | |
|
Cost of revenues | 121,481 | | | 2,206 | | | 57,400 | | | 1,531 | | | 182,618 | |
|
Intercompany (income) cost of revenues | (14,985 | ) | | — | | | 25,543 | | | (10,558 | ) | | — | |
|
Total cost of revenues | 106,496 | | | 2,206 | | | 82,943 | | | (9,027 | ) | | 182,618 | |
|
Gross margin (loss) | 214,560 | | | (1,624 | ) | | 142,887 | | | (1,531 | ) | | 354,292 | |
|
Operating expenses | 287,601 | | | 261 | | | 47,766 | | | (1,531 | ) | | 334,097 | |
|
Intercompany operating expenses (income) | (46,576 | ) | | (7,356 | ) | | 53,932 | | | — | | | — | |
|
Total operating expenses | 241,025 | | | (7,095 | ) | | 101,698 | | | (1,531 | ) | | 334,097 | |
|
Income (loss) from operations | (26,465 | ) | | 5,471 | | | 41,189 | | | — | | | 20,195 | |
|
Other income (expense) | (9,445 | ) | | (8 | ) | | 199 | | | — | | | (9,254 | ) |
|
Income (loss) before income tax provision and equity in net earnings (losses) of subsidiaries | (35,910 | ) | | 5,463 | | | 41,388 | | | — | | | 10,941 | |
|
Income tax expense | 22,853 | | | — | | | 1,772 | | | — | | | 24,625 | |
|
Equity in net earnings (losses) of subsidiaries | 45,078 | | | — | | | — | | | (45,078 | ) | | — | |
|
Net income (loss) | $ | (13,685 | ) | | $ | 5,463 | | | $ | 39,616 | | | $ | (45,078 | ) | | $ | (13,684 | ) |
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The following is the condensed consolidating statement of operations for the three months ended April 27, 2013 (in thousands): |
|
| | | | | | | | | | | | | | | | | | | |
| Brocade | | Subsidiary | | Non-Guarantor Subsidiaries | | Consolidating | | Total |
Communications | Guarantors | Adjustments |
Systems, Inc. | | |
Revenues | $ | 313,525 | | | $ | 1,056 | | | $ | 224,203 | | | $ | — | | | $ | 538,784 | |
|
Intercompany revenues | 6,453 | | | — | | | 6,470 | | | (12,923 | ) | | — | |
|
Total net revenues | 319,978 | | | 1,056 | | | 230,673 | | | (12,923 | ) | | 538,784 | |
|
Cost of revenues | 131,123 | | | 11,649 | | | 59,726 | | | 2,174 | | | 204,672 | |
|
Intercompany (income) cost of revenues | (18,103 | ) | | — | | | 31,026 | | | (12,923 | ) | | — | |
|
Total cost of revenues | 113,020 | | | 11,649 | | | 90,752 | | | (10,749 | ) | | 204,672 | |
|
Gross margin (loss) | 206,958 | | | (10,593 | ) | | 139,921 | | | (2,174 | ) | | 334,112 | |
|
Operating expenses | 196,641 | | | 10,232 | | | 72,234 | | | (2,174 | ) | | 276,933 | |
|
Intercompany operating expenses (income) | (42,281 | ) | | (7,446 | ) | | 49,727 | | | — | | | — | |
|
Total operating expenses | 154,360 | | | 2,786 | | | 121,961 | | | (2,174 | ) | | 276,933 | |
|
Income (loss) from operations | 52,598 | | | (13,379 | ) | | 17,960 | | | — | | | 57,179 | |
|
Other income (expense) | (7,421 | ) | | 50 | | | (3,030 | ) | | — | | | (10,401 | ) |
|
Income (loss) before income tax provision and equity in net earnings (losses) of subsidiaries | 45,177 | | | (13,329 | ) | | 14,930 | | | — | | | 46,778 | |
|
Income tax expense (benefit) | (2,817 | ) | | 866 | | | 1,780 | | | — | | | (171 | ) |
|
Equity in net earnings (losses) of subsidiaries | (1,045 | ) | | — | | | — | | | 1,045 | | | — | |
|
Net income (loss) | $ | 46,949 | | | $ | (14,195 | ) | | $ | 13,150 | | | $ | 1,045 | | | $ | 46,949 | |
|
The following is the condensed consolidating statement of operations for the six months ended May 3, 2014 (in thousands): |
|
| | | | | | | | | | | | | | | | | | | |
| Brocade | | Subsidiary | | Non-Guarantor Subsidiaries | | Consolidating | | Total |
Communications | Guarantors | Adjustments |
Systems, Inc. | | |
Revenues | $ | 636,750 | | | $ | 1,381 | | | $ | 463,314 | | | $ | — | | | $ | 1,101,445 | |
|
Intercompany revenues | 13,815 | | | — | | | 6,677 | | | (20,492 | ) | | — | |
|
Total net revenues | 650,565 | | | 1,381 | | | 469,991 | | | (20,492 | ) | | 1,101,445 | |
|
Cost of revenues | 242,113 | | | 8,822 | | | 120,523 | | | 3,025 | | | 374,483 | |
|
Intercompany (income) cost of revenues | (30,159 | ) | | — | | | 50,651 | | | (20,492 | ) | | — | |
|
Total cost of revenues | 211,954 | | | 8,822 | | | 171,174 | | | (17,467 | ) | | 374,483 | |
|
Gross margin (loss) | 438,611 | | | (7,441 | ) | | 298,817 | | | (3,025 | ) | | 726,962 | |
|
Operating expenses | 479,797 | | | 6,919 | | | 101,586 | | | (3,025 | ) | | 585,277 | |
|
Intercompany operating expenses (income) | (89,740 | ) | | (14,448 | ) | | 104,188 | | | — | | | — | |
|
Total operating expenses | 390,057 | | | (7,529 | ) | | 205,774 | | | (3,025 | ) | | 585,277 | |
|
Income (loss) from operations | 48,554 | | | 88 | | | 93,043 | | | — | | | 141,685 | |
|
Other income (expense) | (19,837 | ) | | (134 | ) | | 185 | | | — | | | (19,786 | ) |
|
Income (loss) before income tax provision and equity in net earnings (losses) of subsidiaries | 28,717 | | | (46 | ) | | 93,228 | | | — | | | 121,899 | |
|
Income tax expense | 51,284 | | | — | | | 3,415 | | | — | | | 54,699 | |
|
Equity in net earnings (losses) of subsidiaries | 89,767 | | | — | | | — | | | (89,767 | ) | | — | |
|
Net income (loss) | $ | 67,200 | | | $ | (46 | ) | | $ | 89,813 | | | $ | (89,767 | ) | | $ | 67,200 | |
|
|
The following is the condensed consolidating statement of operations for the six months ended April 27, 2013 (in thousands): |
|
| | | | | | | | | | | | | | | | | | | |
| Brocade | | Subsidiary | | Non-Guarantor Subsidiaries | | Consolidating | | Total |
Communications | Guarantors | Adjustments |
Systems, Inc. | | |
Revenues | $ | 676,580 | | | $ | 2,123 | | | $ | 448,810 | | | $ | — | | | $ | 1,127,513 | |
|
Intercompany revenues | 16,234 | | | — | | | 9,825 | | | (26,059 | ) | | — | |
|
Total net revenues | 692,814 | | | 2,123 | | | 458,635 | | | (26,059 | ) | | 1,127,513 | |
|
Cost of revenues | 267,745 | | | 22,213 | | | 125,291 | | | 4,227 | | | 419,476 | |
|
Intercompany (income) cost of revenues | (27,222 | ) | | — | | | 53,281 | | | (26,059 | ) | | — | |
|
Total cost of revenues | 240,523 | | | 22,213 | | | 178,572 | | | (21,832 | ) | | 419,476 | |
|
Gross margin (loss) | 452,291 | | | (20,090 | ) | | 280,063 | | | (4,227 | ) | | 708,037 | |
|
Operating expenses | 410,404 | | | 21,053 | | | 130,337 | | | (4,227 | ) | | 557,567 | |
|
Intercompany operating expenses (income) | (74,885 | ) | | (14,277 | ) | | 89,162 | | | — | | | — | |
|
Total operating expenses | 335,519 | | | 6,776 | | | 219,499 | | | (4,227 | ) | | 557,567 | |
|
Income (loss) from operations | 116,772 | | | (26,866 | ) | | 60,564 | | | — | | | 150,470 | |
|
Other expense | (33,352 | ) | | (44 | ) | | (2,916 | ) | | (391 | ) | | (36,703 | ) |
Income (loss) before income tax provision and equity in net earnings (losses) of subsidiaries | 83,420 | | | (26,910 | ) | | 57,648 | | | (391 | ) | | 113,767 | |
|
Income tax expense | 83,035 | | | 866 | | | 4,172 | | | — | | | 88,073 | |
|
Equity in net earnings (losses) of subsidiaries | 25,699 | | | — | | | — | | | (25,699 | ) | | — | |
|
Net income (loss) | $ | 26,084 | | | $ | (27,776 | ) | | $ | 53,476 | | | $ | (26,090 | ) | | $ | 25,694 | |
|
|
The following is the condensed consolidating statement of comprehensive income (loss) for the three months ended May 3, 2014 (in thousands): |
|
| | | | | | | | | | | | | | | | | | | |
| Brocade | | Subsidiary | | Non-Guarantor Subsidiaries | | Consolidating | | Total |
Communications | Guarantors | Adjustments |
Systems, Inc. | | |
Net income (loss) | $ | (13,685 | ) | | $ | 5,463 | | | $ | 39,616 | | | $ | (45,078 | ) | | $ | (13,684 | ) |
|
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | |
|
Unrealized gains on cash flow hedges: | | | | | | | | | | | | | |
|
Change in unrealized gains and losses | — | | | — | | | 1,094 | | | — | | | 1,094 | |
|
Net gains reclassified into earnings | — | | | — | | | 32 | | | — | | | 32 | |
|
Net unrealized gains on cash flow hedges | — | | | — | | | 1,126 | | | — | | | 1,126 | |
|
Foreign currency translation adjustments | (68 | ) | | — | | | 1,366 | | | — | | | 1,298 | |
|
Total other comprehensive income (loss) | (68 | ) | | — | | | 2,492 | | | — | | | 2,424 | |
|
Total comprehensive income (loss) | $ | (13,753 | ) | | $ | 5,463 | | | $ | 42,108 | | | $ | (45,078 | ) | | $ | (11,260 | ) |
|
|
The following is the condensed consolidating statement of comprehensive income (loss) for the three months ended April 27, 2013 (in thousands): |
|
| | | | | | | | | | | | | | | | | | | |
| Brocade | | Subsidiary | | Non-Guarantor Subsidiaries | | Consolidating | | Total |
Communications | Guarantors | Adjustments |
Systems, Inc. | | |
Net income (loss) | $ | 46,949 | | | $ | (14,195 | ) | | $ | 13,150 | | | $ | 1,045 | | | $ | 46,949 | |
|
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | |
|
Unrealized losses on cash flow hedges: | | | | | | | | | | | | | |
|
Change in unrealized gains and losses | — | | | — | | | (1,915 | ) | | — | | | (1,915 | ) |
|
Net gains reclassified into earnings | — | | | — | | | (32 | ) | | — | | | (32 | ) |
|
Net unrealized losses on cash flow hedges | — | | | — | | | (1,947 | ) | | — | | | (1,947 | ) |
|
Foreign currency translation adjustments | 100 | | | — | | | (1,862 | ) | | — | | | (1,762 | ) |
|
Total other comprehensive income (loss) | 100 | | | — | | | (3,809 | ) | | — | | | (3,709 | ) |
|
Total comprehensive income (loss) | $ | 47,049 | | | $ | (14,195 | ) | | $ | 9,341 | | | $ | 1,045 | | | $ | 43,240 | |
|
The following is the condensed consolidating statement of comprehensive income (loss) for the six months ended May 3, 2014 (in thousands): |
|
| | | | | | | | | | | | | | | | | | | |
| Brocade | | Subsidiary | | Non-Guarantor Subsidiaries | | Consolidating | | Total |
Communications | Guarantors | Adjustments |
Systems, Inc. | | |
Net income (loss) | $ | 67,200 | | | $ | (46 | ) | | $ | 89,813 | | | $ | (89,767 | ) | | $ | 67,200 | |
|
Other comprehensive income (loss), net of tax: | | | | | | | | | |
Unrealized gains on cash flow hedges: | | | | | | | | | |
Change in unrealized gains and losses | — | | | — | | | 170 | | | — | | | 170 | |
|
Net gains reclassified into earnings | — | | | — | | | 1 | | | — | | | 1 | |
|
Net unrealized gains on cash flow hedges | — | | | — | | | 171 | | | — | | | 171 | |
|
Foreign currency translation adjustments | 40 | | | — | | | 435 | | | — | | | 475 | |
|
Total other comprehensive income (loss) | 40 | | | — | | | 606 | | | — | | | 646 | |
|
Total comprehensive income (loss) | $ | 67,240 | | | $ | (46 | ) | | $ | 90,419 | | | $ | (89,767 | ) | | $ | 67,846 | |
|
|
The following is the condensed consolidating statement of comprehensive income (loss) for the six months ended April 27, 2013 (in thousands): |
|
| | | | | | | | | | | | | | | | | | | |
| Brocade | | Subsidiary | | Non-Guarantor Subsidiaries | | Consolidating | | Total |
Communications | Guarantors | Adjustments |
Systems, Inc. | | |
Net income (loss) | $ | 26,084 | | | $ | (27,776 | ) | | $ | 53,476 | | | $ | (26,090 | ) | | $ | 25,694 | |
|
Other comprehensive income (loss), net of tax: | | | | | | | | | |
Unrealized losses on cash flow hedges: | | | | | | | | | |
Change in unrealized gains and losses | — | | | — | | | (1,992 | ) | | — | | | (1,992 | ) |
|
Net gains reclassified into earnings | — | | | — | | | (210 | ) | | — | | | (210 | ) |
|
Net unrealized losses on cash flow hedges | — | | | — | | | (2,202 | ) | | — | | | (2,202 | ) |
|
Foreign currency translation adjustments | 498 | | | — | | | (2,640 | ) | | — | | | (2,142 | ) |
|
Total other comprehensive income (loss) | 498 | | | — | | | (4,842 | ) | | — | | | (4,344 | ) |
|
Total comprehensive income (loss) | $ | 26,582 | | | $ | (27,776 | ) | | $ | 48,634 | | | $ | (26,090 | ) | | $ | 21,350 | |
|
|
|
The following is the condensed consolidating statement of cash flows for the six months ended May 3, 2014 (in thousands): |
|
| | | | | | | | | | | | | | | | | | | |
| Brocade | | Subsidiary | | Non-Guarantor Subsidiaries | | Consolidating | | Total |
Communications | Guarantors | Adjustments |
Systems, Inc. | | |
Net cash provided by (used in) operating activities | $ | 165,349 | | | $ | (898 | ) | | $ | 113,262 | | | $ | — | | | $ | 277,713 | |
|
Cash flows from investing activities: | | | | | | | | | |
Purchases of property and equipment | (23,773 | ) | | — | | | (3,622 | ) | | — | | | (27,395 | ) |
|
Purchases of non-marketable minority equity investments | (223 | ) | | — | | | — | | | — | | | (223 | ) |
|
Proceeds from sale of network adapter business | 3,081 | | | — | | | 6,914 | | | — | | | 9,995 | |
|
Proceeds from collection of note receivable | 250 | | | — | | | — | | | — | | | 250 | |
|
Net cash provided by (used in) investing activities | (20,665 | ) | | — | | | 3,292 | | | — | | | (17,373 | ) |
|
Cash flows from financing activities: | | | | | | | | | |
Payment of principal related to capital leases | (1,749 | ) | | — | | | — | | | — | | | (1,749 | ) |
|
Common stock repurchases | (190,432 | ) | | — | | | — | | | — | | | (190,432 | ) |
|
Proceeds from issuance of common stock | 54,530 | | | — | | | — | | | — | | | 54,530 | |
|
Excess tax benefits from stock-based compensation | 27,415 | | | — | | | — | | | — | | | 27,415 | |
|
Net cash used in financing activities | (110,236 | ) | | — | | | — | | | — | | | (110,236 | ) |
|
Effect of exchange rate fluctuations on cash and cash equivalents | — | | | — | | | 512 | | | — | | | 512 | |
|
Net increase (decrease) in cash and cash equivalents | 34,448 | | | (898 | ) | | 117,066 | | | — | | | 150,616 | |
|
Cash and cash equivalents, beginning of period | 396,710 | | | 9,301 | | | 580,986 | | | — | | | 986,997 | |
|
Cash and cash equivalents, end of period | $ | 431,158 | | | $ | 8,403 | | | $ | 698,052 | | | $ | — | | | $ | 1,137,613 | |
|
The following is the condensed consolidating statement of cash flows for the six months ended April 27, 2013 (in thousands): |
|
| | | | | | | | | | | | | | | | | | | |
| Brocade | | Subsidiary | | Non-Guarantor Subsidiaries | | Consolidating | | Total |
Communications | Guarantors | Adjustments |
Systems, Inc. | | |
Net cash provided by operating activities | $ | 96,996 | | | $ | 2,521 | | | $ | 79,588 | | | $ | — | | | $ | 179,105 | |
|
Cash flows from investing activities: | | | | | | | | | |
Purchases of property and equipment | (27,887 | ) | | (23 | ) | | (3,658 | ) | | — | | | (31,568 | ) |
|
Net cash acquired (paid) in connection with acquisition | (44,769 | ) | | 140 | | | — | | | — | | | (44,629 | ) |
|
Net cash provided by (used in) investing activities | (72,656 | ) | | 117 | | | (3,658 | ) | | — | | | (76,197 | ) |
|
Cash flows from financing activities: | | | | | | | | | |
Proceeds from senior unsecured notes | 296,250 | | | — | | | — | | | — | | | 296,250 | |
|
Payment of debt issuance costs related to senior unsecured notes | (549 | ) | | — | | | — | | | — | | | (549 | ) |
|
Payment of principal related to senior secured notes | (300,000 | ) | | — | | | — | | | — | | | (300,000 | ) |
|
Payment of principal related to capital leases | (975 | ) | | — | | | — | | | — | | | (975 | ) |
|
Common stock repurchases | (86,179 | ) | | — | | | — | | | — | | | (86,179 | ) |
|
Proceeds from issuance of common stock | 35,899 | | | — | | | — | | | — | | | 35,899 | |
|
Excess tax benefits from stock-based compensation | 5,440 | | | — | | | — | | | — | | | 5,440 | |
|
Net cash used in financing activities | (50,114 | ) | | — | | | — | | | — | | | (50,114 | ) |
|
Effect of exchange rate fluctuations on cash and cash equivalents | — | | | — | | | (1,722 | ) | | — | | | (1,722 | ) |
|
Net increase (decrease) in cash and cash equivalents | (25,774 | ) | | 2,638 | | | 74,208 | | | — | | | 51,072 | |
|
Cash and cash equivalents, beginning of period | 284,466 | | | 680 | | | 428,080 | | | — | | | 713,226 | |
|
Cash and cash equivalents, end of period | $ | 258,692 | | | $ | 3,318 | | | $ | 502,288 | | | $ | — | | | $ | 764,298 | |
|
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