Exhibit 99.3
BROCADE COMMUNICATIONS SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| April 30, 2016 | | May 2, 2015 | | April 30, 2016 | | May 2, 2015 |
| (In thousands, except per share amounts) |
Net revenues: | | | | | | | |
Product | $ | 428,193 |
| | $ | 458,243 |
| | $ | 909,360 |
| | $ | 944,481 |
|
Service | 95,113 |
| | 88,332 |
| | 188,230 |
| | 178,333 |
|
Total net revenues | 523,306 |
| | 546,575 |
| | 1,097,590 |
| | 1,122,814 |
|
Cost of revenues: | | | | | | | |
Product | 132,208 |
| | 137,612 |
| | 276,305 |
| | 287,538 |
|
Service | 40,787 |
| | 36,754 |
| | 82,159 |
| | 73,384 |
|
Total cost of revenues | 172,995 |
| | 174,366 |
| | 358,464 |
| | 360,922 |
|
Gross margin | 350,311 |
| | 372,209 |
| | 739,126 |
| | 761,892 |
|
Operating expenses: | | | | | | | |
Research and development | 89,263 |
| | 91,870 |
| | 182,520 |
| | 177,101 |
|
Sales and marketing | 148,933 |
| | 143,078 |
| | 300,760 |
| | 283,316 |
|
General and administrative | 22,791 |
| | 20,722 |
| | 45,220 |
| | 45,393 |
|
Amortization of intangible assets | 902 |
| | 627 |
| | 1,804 |
| | 765 |
|
Acquisition and integration costs | 5,757 |
| | 2,344 |
| | 5,757 |
| | 2,344 |
|
Restructuring and other related benefits | — |
| | (637 | ) | | (566 | ) | | (637 | ) |
Total operating expenses | 267,646 |
| | 258,004 |
| | 535,495 |
| | 508,282 |
|
Income from operations | 82,665 |
| | 114,205 |
| | 203,631 |
| | 253,610 |
|
Interest expense | (9,955 | ) | | (10,552 | ) | | (19,820 | ) | | (35,976 | ) |
Interest and other income (loss), net | 1,091 |
| | 466 |
| | 1,760 |
| | (93 | ) |
Income before income tax | 73,801 |
| | 104,119 |
| | 185,571 |
| | 217,541 |
|
Income tax expense | 30,716 |
| | 27,079 |
| | 48,840 |
| | 53,234 |
|
Net income | $ | 43,085 |
| | $ | 77,040 |
| | $ | 136,731 |
| | $ | 164,307 |
|
Net income per share—basic | $ | 0.11 |
| | $ | 0.18 |
| | $ | 0.34 |
| | $ | 0.39 |
|
Net income per share—diluted | $ | 0.11 |
| | $ | 0.18 |
| | $ | 0.33 |
| | $ | 0.38 |
|
Shares used in per share calculation—basic | 400,554 |
| | 420,718 |
| | 404,228 |
| | 424,627 |
|
Shares used in per share calculation—diluted | 408,748 |
| | 433,234 |
| | 411,917 |
| | 436,195 |
|
| | | | | | | |
Cash dividends declared per share | $ | 0.045 |
| | $ | 0.035 |
| | $ | 0.09 |
| | $ | 0.07 |
|
BROCADE COMMUNICATIONS SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| April 30, 2016 | | May 2, 2015 | | April 30, 2016 | | May 2, 2015 |
| (In thousands) |
Net income | $ | 43,085 |
| | $ | 77,040 |
| | $ | 136,731 |
| | $ | 164,307 |
|
Other comprehensive income and loss, net of tax: | | | | | | | |
Unrealized gains (losses) on cash flow hedges: | | | | | | | |
Change in unrealized gains and losses | 1,964 |
| | (143 | ) | | (336 | ) | | (1,918 | ) |
Net gains and losses reclassified into earnings | 724 |
| | 1,109 |
| | 1,350 |
| | 1,713 |
|
Net unrealized gains (losses) on cash flow hedges | 2,688 |
| | 966 |
| | 1,014 |
| | (205 | ) |
Foreign currency translation adjustments | 2,070 |
| | (1,068 | ) | | (133 | ) | | (5,289 | ) |
Total other comprehensive income (loss) | 4,758 |
| | (102 | ) | | 881 |
| | (5,494 | ) |
Total comprehensive income | $ | 47,843 |
| | $ | 76,938 |
| | $ | 137,612 |
| | $ | 158,813 |
|
BROCADE COMMUNICATIONS SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
| | | | | | | |
| April 30, 2016 | | October 31, 2015 |
| (In thousands, except par value) |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 1,427,643 |
| | $ | 1,440,882 |
|
Accounts receivable, net of allowances for doubtful accounts of $1,739 and $1,838 as of April 30, 2016, and October 31, 2015, respectively | 204,915 |
| | 235,883 |
|
Inventories | 39,521 |
| | 40,524 |
|
Deferred tax assets | — |
| | 78,675 |
|
Prepaid expenses and other current assets | 67,598 |
| | 56,235 |
|
Total current assets | 1,739,677 |
| | 1,852,199 |
|
Property and equipment, net | 441,717 |
| | 439,224 |
|
Goodwill | 1,621,691 |
| | 1,617,161 |
|
Intangible assets, net | 69,611 |
| | 75,623 |
|
Non-current deferred tax assets | 69,309 |
| | 813 |
|
Other assets | 50,968 |
| | 51,133 |
|
Total assets | $ | 3,992,973 |
| | $ | 4,036,153 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
Current liabilities: | | | |
Accounts payable | $ | 97,498 |
| | $ | 98,143 |
|
Accrued employee compensation | 133,511 |
| | 142,075 |
|
Deferred revenue | 230,540 |
| | 244,622 |
|
Other accrued liabilities | 68,757 |
| | 77,524 |
|
Total current liabilities | 530,306 |
| | 562,364 |
|
Long-term debt, net of current portion | 802,482 |
| | 793,779 |
|
Non-current deferred revenue | 74,434 |
| | 72,065 |
|
Non-current income tax liability | 62,110 |
| | 47,010 |
|
Non-current deferred tax liabilities | — |
| | 24,024 |
|
Other non-current liabilities | 2,499 |
| | 3,376 |
|
Total liabilities | 1,471,831 |
| | 1,502,618 |
|
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: 399,383 and 413,923 shares as of April 30, 2016, and October 31, 2015, respectively | 399 |
| | 414 |
|
Additional paid-in capital | 1,519,439 |
| | 1,632,984 |
|
Accumulated other comprehensive loss | (24,121 | ) | | (25,002 | ) |
Retained earnings | 1,025,425 |
| | 925,139 |
|
Total stockholders’ equity | 2,521,142 |
| | 2,533,535 |
|
Total liabilities and stockholders’ equity | $ | 3,992,973 |
| | $ | 4,036,153 |
|
BROCADE COMMUNICATIONS SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) |
| | | | | | | |
| Six Months Ended |
| April 30, 2016 | | May 2, 2015 |
| (In thousands) |
Cash flows from operating activities: | | | |
Net income | $ | 136,731 |
| | $ | 164,307 |
|
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Excess tax benefits from stock-based compensation | (10,987 | ) | | (29,570 | ) |
Depreciation and amortization | 45,839 |
| | 40,247 |
|
Loss on disposal of property and equipment | 437 |
| | 1,241 |
|
Amortization of debt issuance costs and debt discount | 8,704 |
| | 5,224 |
|
Write-off of debt discount and debt issuance costs related to lenders that did not participate in refinancing | — |
| | 4,808 |
|
Provision (recovery) for doubtful accounts receivable and sales allowances | (1,083 | ) | | 4,694 |
|
Non-cash stock-based compensation expense | 48,833 |
| | 40,157 |
|
Changes in assets and liabilities, net of acquisitions: | | | |
Accounts receivable | 32,051 |
| | 35,237 |
|
Inventories | (424 | ) | | 3,008 |
|
Prepaid expenses and other assets | (1,882 | ) | | (25,702 | ) |
Deferred tax assets | (74 | ) | | 503 |
|
Accounts payable | (5,127 | ) | | (6,160 | ) |
Accrued employee compensation | (21,136 | ) | | (39,997 | ) |
Deferred revenue | (11,715 | ) | | (9,149 | ) |
Other accrued liabilities | 5,500 |
| | 25,285 |
|
Restructuring liabilities | (1,035 | ) | | (1,866 | ) |
Net cash provided by operating activities | 224,632 |
|
| 212,267 |
|
Cash flows from investing activities: | | | |
Purchases of non-marketable equity and debt investments | (2,000 | ) | | (150 | ) |
Purchases of property and equipment | (42,425 | ) | | (34,091 | ) |
Purchase of intangible assets | — |
| | (7,750 | ) |
Net cash paid in connection with acquisitions | (8,061 | ) | | (95,278 | ) |
Proceeds from collection of note receivable | 250 |
| | 250 |
|
Net cash used in investing activities | (52,236 | ) | | (137,019 | ) |
BROCADE COMMUNICATIONS SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—Continued (Unaudited) |
| | | | | | | |
| Six Months Ended |
| April 30, 2016 | | May 2, 2015 |
| (In thousands) |
Cash flows from financing activities: | | | |
Payment of principal related to senior secured notes | — |
| | (300,000 | ) |
Payment of debt issuance costs | — |
| | (1,661 | ) |
Payment of principal related to capital leases | (197 | ) | | (1,267 | ) |
Common stock repurchases | (180,848 | ) | | (208,244 | ) |
Proceeds from issuance of common stock | 20,512 |
| | 21,975 |
|
Payment of cash dividends to stockholders | (36,445 | ) | | (29,854 | ) |
Proceeds from convertible notes | — |
| | 565,656 |
|
Purchase of convertible note hedge | — |
| | (86,135 | ) |
Proceeds from issuance of warrants | — |
| | 51,175 |
|
Excess tax benefits from stock-based compensation | 10,987 |
| | 29,570 |
|
Net cash provided by (used in) financing activities | (185,991 | ) | | 41,215 |
|
Effect of exchange rate fluctuations on cash and cash equivalents | 356 |
| | (4,668 | ) |
Net increase (decrease) in cash and cash equivalents | (13,239 | ) | | 111,795 |
|
Cash and cash equivalents, beginning of period | 1,440,882 |
| | 1,255,017 |
|
Cash and cash equivalents, end of period | $ | 1,427,643 |
| | $ | 1,366,812 |
|