Exhibit 99.1 Rackable Systems Announces Record Fiscal 2006 Revenue and Earnings Record Annual Revenue of $360.4 M and Non-GAAP EPS of $0.94 MILPITAS, Calif.--(BUSINESS WIRE)--Feb. 1, 2007--Rackable Systems, Inc., (NASDAQ:RACK) a provider of servers and storage products for scale out data center deployments, today announced financial results for the quarter and year ended December 30, 2006. Q4 Highlights -- Record quarterly revenue of $106.9 million, up 28.6% from Q4'05 -- Non-GAAP EPS of $0.19 -- Non-GAAP gross margin of 19.8% 2006 Highlights -- Record annual revenue of $360.4 million, up 67.6% from 2005 -- Record annual non-GAAP EPS of $0.94 -- Non-GAAP gross margin of 22.4% "For the first time in Rackable System's history, we have broken the $100 million quarterly revenue mark," stated Tom Barton, Chief Executive Officer of Rackable Systems. He continued, "However, as we noted in our press release on January 16th, during the fourth quarter we faced several unexpected challenges that negatively impacted our gross margin and earnings per share. The gross margin pressure we experienced this quarter was primarily due to increasingly competitive conditions and an unanticipated increase in DDR memory pricing. Despite these difficulties, we were able to retain and expand key customer relationships during the quarter. Additionally, while sales of our higher-margin RapidScale(TM) products were impacted by a longer than expected product rollout, we remain optimistic about long-term prospects for this business." Q4 Financial Results Total revenue for the fourth quarter ended December 30, 2006 was $106.9 million, up 28.6% from $83.1 million in the fourth quarter of 2005. During the fourth quarter of 2006, the company recorded stock-based compensation charges of $7.8 million, amortization of patents and customer list of $359,000 and amortization of intangibles in connection with the Terrascale acquisition of $553,000, resulting in a GAAP net income for the fourth quarter of $563,000 or $0.02 per diluted share compared to a GAAP net income of $7.3 million or $0.32 per diluted share in the same period a year ago. Non-GAAP net income for the fourth quarter of 2006 was $5.6 million or $0.19 per diluted share, compared to non-GAAP net income of $7.6 million or $0.33 per diluted share in the same period a year ago. GAAP gross margin for the fourth quarter of 2006 was 18.8% compared to 24.9% in the same period a year ago. Non-GAAP gross margin for the fourth quarter was 19.8% compared to 24.9% in the same period a year ago. 2006 Financial Results Total revenue for the twelve months ended December 30, 2006 was $360.4 million, up 67.6% from $215.0 million in the twelve months of 2005. During 2006, the company recorded stock-based compensation charges of $20.8 million, amortization of patents and customer list of $1.4 million, write-off of acquired in-process R&D of $2.8 million and amortization of intangibles in connection with the Terrascale acquisition of $690,000, resulting in GAAP net income for the twelve months of 2006 of $11.5 million or $0.40 per diluted share, compared to $8.5 million or $0.47 per diluted share in the same period a year ago. Non-GAAP net income for 2006 was $27.0 million or $0.94 per diluted share, compared to $15.0 million or $0.83 per diluted share in the same period a year ago. GAAP gross margin for 2006 was 21.4% compared to 23.1% in the same period a year ago. Non-GAAP gross margin for 2006 was 22.4% compared to 23.1% in the same period a year ago. Non-GAAP financial measures discussed in this press release exclude stock-based compensation expense, write-off of in-process R&D and amortization of intangibles and other assets recorded in connection with the Terrascale acquisition, amortization of patents and customer list in connection with the acquisition of the company's predecessor, change in fair value of embedded derivatives in preferred stock, dividends on preferred stock recorded as interest expense, and related tax effects of the applicable items. The reconciliation between GAAP and non-GAAP net income (loss), gross margin and net income (loss) per share is provided in the financial tables accompanying this press release. Business Outlook Rackable Systems is providing the following projections for the full fiscal year ending December 31, 2007: -- Revenue is projected to be in the range of $ 450 - $ 525 million -- GAAP diluted net income (loss) per share is projected to be $ (0.10) - $ 0.20 per share -- Non-GAAP diluted net income per share is projected to be $ 0.75 - $ 1.05 per share -- GAAP gross margin is projected to be in the range of 16.8% - 21.0% -- Non-GAAP gross margin is projected to be in the range of 18.0% - 22.0% Conference Call Information Rackable Systems will discuss these financial results and its outlook for 2007 in a conference call at 1:30 p.m. PST, today. The public is invited to listen to a live web cast of the call on the Investor Relations section of the company's website at www.rackable.com. A replay of the web cast will be available approximately two hours after the conclusion of the call and remain available until the next earnings call. An audio replay of the conference call will also be made available approximately two hours after the conclusion of the call. The audio replay will remain available until February 6, 2007, at 9:00 p.m. PST and can be accessed by dialing 719-457-0820 or 888-203-1112 and entering confirmation code 5960456. Cautionary Statement Regarding Forward Looking Statements The statements in this press release regarding the company's optimistic outlook for its RapidScale product line and the company's projections for full year 2007 financial results, especially under the section entitled "Business Outlook," are forward-looking statements. Actual results may differ materially due to a number of risks and uncertainties, including: the failure of the RapidScale products to achieve market acceptance; a significant portion of the company's revenues come from a small number of customers, and so the delay in placing an order, or the failure of a significant customer to place additional orders, could have a significant negative effect on Rackable Systems' financial performance; orders for Rackable Systems' products can be received at the end of the quarter, and so a delay in placing an order could have a significant negative effect on Rackable Systems' financial performance for the quarter; Rackable Systems operates in a very competitive market, and increased competition has in the past, and may continue, to cause pricing pressure on Rackable Systems' products, which would negatively affect Rackable Systems' gross and operating margins, as well as other financial measures; Rackable Systems is unable to control component pricing, such as DDR memory pricing as has happened in the past, and as a result component pricing can rise unexpectedly, negatively impacting Rackable Systems' gross margins as well as other financial measures; and new products by competitors may come on the market, which would decrease the demand for Rackable Systems' products. Detailed information about additional potential factors that could affect Rackable Systems' business, financial condition and results of operations is included in Rackable Systems' Quarterly Report on Form 10-Q under the caption "Risks Relating to Our Business and Industry," in Item 2 of that report, filed with the Securities and Exchange Commission (the "SEC") on November 14, 2006 and available at the SEC's Web site at www.sec.gov. Rackable Systems undertakes no responsibility to update the information in this press release. 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 stock-based compensation expense, write-off of in-process R&D and amortization of intangibles and other assets recorded in connection with the Terrascale acquisition, cash payments related to the Terrascale acquisition, amortization of patents and customer list in connection with the acquisition of the company's predecessor, change in fair value of embedded derivatives in preferred stock, dividends on preferred stock recorded as interest expense, and related tax effects of the applicable items. Management presents non-GAAP financial measures because it considers them to be important supplemental measures of performance. Management uses the non-GAAP financial measures for planning purposes, including analysis of the company's core operating performance against prior periods, the preparation of operating budgets and to determine appropriate levels of operating and capital investments. Management excludes these items from its non-GAAP gross margin and non-GAAP net income, whether or not recurring items, to facilitate its review of the comparability of the company's core operating performance on a period to period basis because such items are not related to the company's ongoing core operating performance as viewed by management. Management uses this view of the company's operating performance for purposes of comparison with its business plan and individual operating budgets and allocations of resources. 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 in the same way that management evaluates Rackable's financial performance. However, these non-GAAP financial measures have limitations as an analytical tool, as they exclude the financial impact of transactions necessary or advisable for the conduct of the company's business, such as the granting of equity compensation awards and the acquisition of Terrascale, and are not intended to be an alternative to financial measures prepared in accordance with GAAP. Hence, non-GAAP financial measures should not be considered in isolation from the company's 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 at the end of 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. 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. Rackable Systems(R) is a registered trademark and RapidScale is a trademark of Rackable Systems, Inc. RACKABLE SYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) December 30, December 31, 2006 2005 ------------ ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $30,446 $29,099 Short-term investments 130,025 25,065 Accounts receivable 104,070 49,700 Inventories 68,137 40,649 Deferred income taxes 7,408 6,504 Deferred cost of sales 2,375 8,665 Prepaids and other current assets 12,934 4,111 ------------ ------------ Total current assets 355,395 163,793 PROPERTY AND EQUIPMENT--Net 5,372 2,588 GOODWILL 22,871 2,820 INTANGIBLE ASSETS--Net 14,007 6,601 OTHER ASSETS 11,614 240 ------------ ------------ TOTAL $409,259 $176,042 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $61,102 $28,226 Accrued expenses 19,894 8,291 Income taxes payable 247 3,179 Deferred revenue 5,972 11,771 ------------ ------------ Total current liabilities 87,215 51,467 DEFERRED INCOME TAXES 2,920 304 DEFERRED RENT 23 28 DEFERRED REVENUE 3,412 978 ------------ ------------ Total liabilities 93,570 52,777 STOCKHOLDERS' EQUITY 315,689 123,265 ------------ ------------ TOTAL $409,259 $176,042 ============ ============ RACKABLE SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) (Unaudited) Three Months Ended For the Year Ended ----------------------- ----------------------- December December December December 30, 31, 30, 31, 2006 2005 2006 2005 ----------- ----------- ----------- ----------- REVENUE $106,876 $83,117 $360,376 $214,985 COST OF REVENUE 86,756 62,439 283,400 165,329 ----------- ----------- ----------- ----------- GROSS PROFIT 20,120 20,678 76,976 49,656 ----------- ----------- ----------- ----------- OPERATING EXPENSES: Research and development 5,518 853 16,485 2,247 Sales and marketing 8,742 4,778 27,051 15,402 General and administrative 7,293 2,868 21,893 8,390 ----------- ----------- ----------- ----------- Total operating expenses 21,553 8,499 65,429 26,039 ----------- ----------- ----------- ----------- INCOME (LOSS) FROM OPERATIONS (1,433) 12,179 11,547 23,617 OTHER INCOME (EXPENSE)--Net: Change in fair value of embedded derivatives in preferred stock -- -- -- (4,192) Interest income 2,070 235 7,488 509 Interest expense (13) -- (13) (1,537) Other income--net 8 24 822 23 ----------- ----------- ----------- ----------- Total other income (expense)--net 2,065 259 8,297 (5,197) ----------- ----------- ----------- ----------- INCOME BEFORE INCOME TAX PROVISION 632 12,438 19,844 18,420 INCOME TAX PROVISION (69) (5,124) (8,372) (9,908) ----------- ----------- ----------- ----------- NET INCOME $563 $7,314 $11,472 $8,512 =========== =========== =========== =========== NET INCOME PER SHARE Basic $0.02 $0.36 $0.43 $0.86 =========== =========== =========== =========== Diluted $0.02 $0.32 $0.40 $0.47 =========== =========== =========== =========== SHARES USED IN NET INCOME PER SHARE Basic 28,012,081 20,455,673 26,947,888 9,946,791 =========== =========== =========== =========== Diluted 29,452,182 22,677,638 28,618,309 18,040,017 =========== =========== =========== =========== Stock-based compensation is included in the following cost and expense categories by period (in thousands): Three Months Ended For the Year Ended ----------------------- ----------------------- December December December December 30, 31, 30, 31, 2006 2005 2006 2005 ----------- ----------- ----------- ----------- Cost of revenue $1,042 $21 $3,583 $91 Research and development 2,067 15 5,069 70 Sales and marketing 2,197 64 6,245 261 General and administrative 2,482 33 5,858 131 ----------- ----------- ----------- ----------- Total $7,788 $133 $20,755 $553 =========== =========== =========== =========== RACKABLE SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) For the For the Year Ended Year Ended December December 30, 2006 31, 2005 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $11,472 $8,512 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 3,566 3,926 Loss on disposal of property and equipment -- 2 Accrued interest income -- (206) Provision (benefit) for doubtful accounts receivable, net of writeoffs 311 61 Deferred income taxes 1,183 (5,293) Accretion for preferred stock dividends recorded as interest expense -- 1,087 In-process research and development 2,840 -- Stock-based compensation 20,755 553 Changes in fair value of embedded derivatives in preferred stock -- 4,192 Changes in operating assets and liabilities: Accounts receivable (53,833) (40,417) Inventories (27,196) (27,026) Prepaids and other assets (19,692) (2,949) Accounts payable and other payables 32,055 17,963 Accrued expenses 11,200 2,470 Income taxes payable (2,932) 4,839 Deferred cost of sales 6,200 (8,665) Deferred revenue (3,513) 12,567 ----------- ----------- Net cash used in operating activities (17,584) (28,384) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of marketable securities (547,017) (55,765) Proceeds from sales and maturities of marketable securities 442,089 30,907 Terrascale acquisition, net of cash acquired (31,886) -- Purchases of property and equipment (3,938) (1,801) Expenditures for intangibles (152) (158) ----------- ----------- Net cash used in investing activities (140,904) (26,817) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings under line of credit, net -- (14,061) Repurchase of common stock from Founders -- (6,000) Payment of notes payable to related parties -- (3,000) Redemption of mandatorily redeemable preferred stock -- (24,738) Proceeds from issuance of common stock upon follow on offering--net of issuance costs 138,452 46,835 Proceeds from issuance of common stock upon initial public offering--net of issuance costs -- 67,780 Excess tax benefit of stock options exercised 14,971 -- Proceeds from issuance of common stock upon ESPP purchase 1,541 -- Proceeds from issuance of common stock upon exercise of stock options 4,906 373 ----------- ----------- Net cash provided by financing activities 159,870 67,189 ----------- ----------- Effect of exchange rate changes on cash and cash equivalents (35) -- NET INCREASE IN CASH AND CASH EQUIVALENTS 1,347 11,988 CASH AND CASH EQUIVALENTS--Beginning of period 29,099 17,111 ----------- ----------- CASH AND CASH EQUIVALENTS--End of period $30,446 $29,099 =========== =========== RACKABLE SYSTEMS, INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (In thousands, except share and per share amounts) (Unaudited) - ---------------------------------------------------------------------- Three Months Ended For the Year Ended ----------------------- ----------------------- December December December December 30, 31, 30, 31, 2006 2005 2006 2005 ----------- ----------- ----------- ----------- GAAP GROSS PROFIT $20,120 $20,678 $76,976 $49,656 Add back stock-based compensation 1,042 21 3,583 91 ----------- ----------- ----------- ----------- Non-GAAP GROSS PROFIT $21,162 $20,699 $80,559 $49,747 =========== =========== =========== =========== GAAP GROSS MARGIN 18.8% 24.9% 21.4% 23.1% Add back stock-based compensation 1.0% 0.0% 1.0% 0.0% ----------- ----------- ----------- ----------- Non-GAAP GROSS MARGIN 19.8% 24.9% 22.4% 23.1% =========== =========== =========== =========== GAAP INCOME (LOSS) FROM OPERATIONS $(1,433) $12,179 $11,547 $23,617 Add back: Stock-based compensation 7,788 133 20,755 553 Amortization of intangible assets - Terrascale acquisition 553 - 690 - Amortization of patents and customer list 359 359 1,436 1,436 Write-off of acquired in-process R&D - - 2,840 - ----------- ----------- ----------- ----------- Non-GAAP INCOME FROM OPERATIONS $7,267 $12,671 $37,268 $25,606 =========== =========== =========== =========== GAAP NET INCOME $563 $7,314 $11,472 $8,512 Add back (deduct): Stock-based compensation 7,788 133 20,755 553 Amortization of intangible assets - Terrascale acquisition 553 - 690 - Amortization of patents and customer list 359 359 1,436 1,436 Write-off of acquired in-process R&D - - 2,840 - Change in fair value of embedded derivatives in preferred stock - - - 4,192 Dividends on preferred stock recorded as interest expense - - - 1,087 Adjustment to tax provision (1) (3,631) (242) (10,150) (763) ----------- ----------- ----------- ----------- Non-GAAP NET INCOME $5,632 $7,564 $27,043 $15,017 =========== =========== =========== =========== GAAP NET INCOME PER SHARE - DILUTED $0.02 $0.32 $0.40 $0.47 Add back: Stock-based compensation, amortization of intangible assets - Terrascale acquisition, writeoff of acquired in-process R&D, amortization of patents and customer list and adjustment to tax provision. $0.17 $0.01 $0.54 $0.36 ----------- ----------- ----------- ----------- Non-GAAP NET INCOME PER SHARE - DILUTED $0.19 $0.33 $0.94 $0.83 =========== =========== =========== =========== SHARES USED IN COMPUTING NET INCOME PER SHARE DILUTED - GAAP 29,452,182 22,677,638 28,618,309 18,040,017 =========== =========== =========== =========== DILUTED - Non-GAAP 29,452,182 22,677,638 28,618,309 18,040,017 =========== =========== =========== =========== (1) The provision of income taxes used in arriving at the non-GAAP net income was computed using an income tax rate of 39.7% and 40.7% for the three and twelve months ended December 30, 2006, respectively, and using an income tax rate of 41.5% for the three and twelve months ended December 31, 2005. RACKABLE SYSTEMS Reconciliation From Non-GAAP to GAAP Projections (in millions, except per share amounts) Year Ended December 31, 2007 ----------------- Low High -------- -------- Estimated GAAP earnings per diluted share $(0.10) $0.20 Add back Projected stock-based compensation, amortization of intangible assets - Terrascale acquisition, cash payments related to Terrascale acquisition, amortization of patents and customer list and adjustment to tax provision $ 0.85 $0.85 -------- -------- Estimated non-GAAP earnings per diluted share $0.75 $1.05 ======== ======== Estimated number of diluted shares 30.0 31.0 -------- -------- Year Ended December 31, 2007 ----------------- Low High -------- -------- Projected revenues $450.0 $525.0 GAAP projected gross profit $75.6 $110.1 Add back projected stock based compensation expense included in cost of revenue $ 5.4 $ 5.4 -------- -------- Non-GAAP projected gross profit $81.0 $115.5 ======== ======== GAAP projected gross margin equals GAAP projected gross profit divided by projected revenue 16.8% 21.0% Non-GAAP projected gross margin equals non-GAAP projected gross profit divided by projected revenue 18.0% 22.0% CONTACT: Rackable Systems, Inc. Madhu Ranganathan, 408-240-8088 Chief Financial Officer investorrelations@rackable.com or Ashton Partners Trisha Dill, 415-869-5757