Exhibit 99.1 Rackable Systems, Inc. Announces Fourth Quarter and Fiscal Year End 2005 Financial Results; Achieved Record Quarterly Revenue of $83.1 Million and GAAP EPS of $0.32 MILPITAS, Calif.--(BUSINESS WIRE)--Feb. 2, 2006--Rackable Systems, Inc., (Nasdaq:RACK) a provider of servers and storage products for scale out data center deployments, today announced financial results for the fourth quarter and year end of fiscal 2005. Total revenue for the fourth quarter of 2005 was $83.1 million, up 44.8% from $57.4 million in the third quarter of 2005, and up 261.8% from $23.0 million in the fourth quarter of 2004. GAAP operating income for the quarter was $12.2 million or 14.7% of revenue, compared to $7.4 million or 12.8% of revenue for the third quarter, and compared to an operating loss of $1.3 million in the same period a year ago. Gross margins for the quarter were 24.9%, compared to 24.1% in the third quarter, and compared to 20.4% in the fourth quarter a year ago. GAAP net income for the fourth quarter of 2005 was $7.3 million or $0.32 per diluted share, compared to GAAP net income of $4.4 million or $0.20 per diluted share in the third quarter and compared to a GAAP net loss of $14.3 million or $(2.57) per share in the fourth quarter of 2004. Non-GAAP net income for the quarter was $7.6 million or $0.33 per diluted share, compared to non-GAAP net loss of $513,000 or $(0.09) per share in the same period a year ago. These non-GAAP financial measures exclude amortization of deferred stock-based compensation, the amortization of patents and customer list, change in fair value of embedded derivatives in preferred stock, dividends on preferred stock recorded as interest expense and the related tax effect of those items. For the full year of 2005, the company achieved revenue of $215.0 million, an increase of 95.9%, from $109.7 million for the full year of 2004. GAAP operating income for the year was $23.6 million, or 11.0% of revenue, compared to a GAAP operating loss of $1.6 million for the full year of 2004. Gross margins for the year were 23.1%, compared to 19.1% in the same period a year ago. GAAP net income for the year was $8.5 million or $0.47 per diluted share, compared to a net loss of $55.4 million or $(11.43) per share in 2004. Non-GAAP net income for the year was $15.0 million or $0.83 per diluted share, an increase of 234.9%, compared to non-GAAP net income of $4.5 million or $0.27 per diluted share in the same period a year ago. These non-GAAP financial measures exclude amortization of deferred stock-based compensation, the amortization of patents and customer list, change in fair value of embedded derivatives in preferred stock, dividends on preferred stock recorded as interest expense and the related tax effect of those items. "We are very pleased with our business execution and financial results," said Tom Barton, President and CEO of Rackable Systems. "We are particularly pleased with recent traction with our DC-powered offerings and with our storage offerings," he continued. Use of Non-GAAP Financial Measures The non-GAAP financial measures discussed in the text of this press release and accompanying non-GAAP supplemental information represent financial measures used by Rackable Systems' management to evaluate the operating performance of the company and to conduct its business operations. Non-GAAP financial measures discussed in this press release exclude the amortization of deferred stock-based compensation, the amortization of patents and customer list in connection the acquisition of old Rackable, change in fair value of embedded derivatives in preferred stock, dividends on preferred stock recorded as interest expense and the related tax effect of those items. Management uses the non-GAAP financial measures for planning purposes, including the preparation of operating budgets and to determine appropriate levels of operating and capital investments. Management also believes that the non-GAAP financial measures provide additional insight for analysts and investors in evaluating the company's financial and operational performance. However, these non-GAAP financial measures are not intended to be an alternative to financial measures prepared in accordance with GAAP and should not be considered in isolation from our GAAP results of operations. Pursuant to the requirements of SEC Regulation G, a detailed reconciliation between the company's GAAP and non-GAAP financial results is provided in this press release and investors are advised to carefully review and consider this information as well as the GAAP financial results that are disclosed in the company's SEC filings. Conference Call Information Rackable Systems will discuss these financial results in a conference call at 1:30 p.m. PST, 4:30 p.m. EST, today. The public is invited to listen to a live web cast of Rackable Systems' conference call on the investor relations section of the company's website at www.rackable.com. For investors unable to participate in the live conference call, an audio replay will be available on February 2, 2006, at approximately 4:30 p.m. PST and will remain available until February 6, 2006, at 9:00 p.m. PST. To access the audio replay, dial 888-203-1112 or 719-457-0820 and enter confirmation code 3319384. A web cast replay of the call will be available on the Investor Relations section at www.rackable.com approximately two hours after the conclusion of the call and will remain available until the company's next earnings call. About Rackable Systems Rackable Systems, Inc. is a provider of servers and storage products for scale out data center deployments. The company's servers are designed to provide benefits in the areas of density, thermal efficiency, serviceability, power distribution and remote management. Founded in 1999 and based in Milpitas, California, Rackable Systems serves Internet, semiconductor design, enterprise software, federal government, entertainment, financial services, oil and gas exploration and biotechnology customers worldwide. Copyright(C) 2005 Rackable Systems, Inc. All rights reserved. Rackable Systems is a registered trademark of Rackable Systems, Inc. in the U.S. Rackable Systems and its logo are trademarks in the U.S. and certain other countries. All other brands, names or trademarks mentioned may be trademarks of their respective owners. RACKABLE SYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) (Unaudited) December December 31, 31, --------- --------- 2004 2005 ASSETS CURRENT ASSETS: Cash, cash equivalents and short-term investments $17,111 $54,164 Accounts receivable, net of allowance for doubtful accounts 9,344 49,700 Inventories 15,436 40,649 Deferred income taxes 1,660 8,326 Deferred cost of sales - 8,665 Prepaids and other current assets 136 4,111 --------- --------- Total current assets 43,687 165,615 --------- --------- PROPERTY AND EQUIPMENT--Net 1,412 2,588 INTANGIBLE ASSETS--Net 10,753 9,421 OTHER ASSETS 457 240 --------- --------- TOTAL $56,309 $177,864 ========= ========= CURRENT LIABILITIES: Accounts payable and other payables $11,087 $29,083 Accrued expenses 3,269 7,434 Income taxes payable 1,368 5,001 Deferred revenue 182 11,771 Borrowings under line of credit 14,061 - Current portion of notes payable to related parties 1,500 - --------- --------- Total current liabilities 31,467 53,289 NOTES PAYABLE TO RELATED PARTIES 1,500 - DEFERRED INCOME TAXES 753 304 DEFERRED RENT 54 28 DEFERRED REVENUE - 978 MANDATORILY REDEEMABLE PREFERRED STOCK--SERIES A 23,651 - EMBEDDED DERIVATIVES IN PREFERRED STOCK 103,639 - --------- --------- Total liabilities 161,064 54,599 STOCKHOLDERS' EQUITY (DEFICIT) (104,755) 123,265 --------- --------- TOTAL $56,309 $177,864 ========= ========= RACKABLE SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except for share and per share amounts) (Unaudited) Three Months Ended Year Ended December 31, December 31, ---------------------- ---------------------- 2004 2005 2004 2005 REVENUE $22,976 $83,117 $109,743 $214,985 COST OF REVENUE 18,286 62,439 88,754 165,329 ---------- ----------- ---------- ----------- GROSS MARGIN 4,690 20,678 20,989 49,656 ---------- ----------- ---------- ----------- OPERATING EXPENSES: Research and development 233 853 763 2,247 Sales and marketing 2,804 4,778 10,780 15,402 General and administrative 2,955 2,868 11,062 8,390 ---------- ----------- ---------- ----------- Total operating expenses 5,992 8,499 22,605 26,039 ---------- ----------- ---------- ----------- INCOME (LOSS) FROM OPERATIONS (1,302) 12,179 (1,616) 23,617 OTHER INCOME (EXPENSE)-- Net: Change in fair value of embedded derivatives in preferred stock (12,461) - (51,267) (4,192) Interest income 7 235 12 509 Interest expense (589) - (2,493) (1,537) Gain on sale of investment - - 2,968 - Other income--net - 24 - 23 ---------- ----------- ---------- ----------- Total other income (expense)-- net (13,043) 259 (50,780) (5,197) ---------- ----------- ---------- ----------- INCOME (LOSS) BEFORE INCOME TAX BENEFIT ( PROVISION) (14,345) 12,438 (52,396) 18,420 INCOME TAX BENEFIT (PROVISION) 39 (5,124) (2,994) (9,908) ---------- ----------- ---------- ----------- NET INCOME (LOSS) $(14,306) $7,314 $(55,390) $8,512 ========== =========== ========== =========== NET INCOME (LOSS) PER SHARE Basic $(2.57) $0.36 $(11.43) $0.86 ========== =========== ========== =========== Diluted $(2.57) $0.32 $(11.43) $0.47 ========== =========== ========== =========== SHARES USED IN NET INCOME (LOSS) PER SHARE Basic 5,567,557 20,455,673 4,847,680 9,946,791 ========== =========== ========== =========== Diluted 5,567,557 22,677,638 4,847,680 18,040,017 ========== =========== ========== =========== RACKABLE SYSTEMS, INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (In thousands, except for share and per share amounts) (Unaudited) Three Months Ended Year Ended December 31, December 31, ---------------------- ----------------------- 2004 2005 2004 2005 NET INCOME (LOSS) - As Reported $(14,306) $7,314 $(55,390) $8,512 Add back (deduct): Amortization of deferred stock-based compensation 107 133 4,778 553 Amortization of patents and customer list related to the acquisition of old Rackable 359 359 1,436 1,436 Change in fair value of embedded derivatives in preferred stock 12,461 - 51,267 4,192 Dividends on preferred stock recorded as interest expense 563 - 2,388 1,087 Adjustment to tax provision (1) 303 (242) 5 (763) ---------- ----------- ----------- ----------- NON-GAAP NET INCOME (LOSS) $(513) $7,564 $4,484 $15,017 ========== =========== =========== =========== SHARES USED IN NET INCOME (LOSS) PER SHARE BASIC - As Reported 5,567,557 20,455,673 4,847,680 9,946,791 ========== =========== =========== =========== BASIC - Non-GAAP 5,567,557 20,455,673 4,847,680 9,946,791 ========== =========== =========== =========== DILUTED - As Reported 5,567,557 22,677,638 4,847,680 18,040,017 ========== =========== =========== =========== DILUTED - Non-GAAP 5,567,557 22,677,638 16,393,995 18,040,017 ========== =========== =========== =========== NET INCOME (LOSS) PER SHARE BASIC - As Reported $(2.57) $0.36 $(11.43) $0.86 ========== =========== =========== =========== BASIC - Non-GAAP $(0.09) $0.37 $0.92 $1.51 ========== =========== =========== =========== DILUTED - As Reported $(2.57) $0.32 $(11.43) $0.47 ========== =========== =========== =========== DILUTED - Non-GAAP $(0.09) $0.33 $0.27 $0.83 ========== =========== =========== =========== (1) The provision of income taxes used in arriving at the non-GAAP net income (loss) was computed using an income tax rate of 40% for the three months and the year ended December 31, 2004 and 41.5% for the three months and the year ended December 31, 2005. CONTACT: Rackable Systems, Inc. Todd Ford, 408-240-8088 or Sapphire Investor Relations, LLC Erica Mannion, 415-399-9345 ext. 321 (Investor Relations) investorrelations@rackable.com