UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 16, 2004 -------------------- Network Appliance, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-27130 77-0307520 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) 495 East Java Drive Sunnyvale, CA 94089 (Address of principal executive offices) (Zip Code) (408) 822-6000 (Registrant's telephone number, including area code) - --------------------------------------------------------------------------------================================================================================ Item 2.02. On November 16, 2004, Network Appliance, Inc. issued a press release announcing its earnings for the second quarter of its fiscal year 2005. The press release is attached as an exhibit to this Form 8-K, and the information set forth therein is hereby incorporated by reference into this Item 2.02. Item 9.01(c). Network Appliance, Inc.'s November 16, 2004 press release is hereby furnished as Exhibit 9.01(c)(1) to this Form 8-K in connection with the disclosures under Item 2.02 of this Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. November 16, 2004 By: /s/ Steven Gomo ----------------------- Steven J. Gomo Chief Financial Officer
================================================================================ Index to Exhibits Exhibit Description - ---------- ----------- 9.01(c)(1) Press release of Network Appliance, Inc. issued on November 16, 2004. ================================================================================
Exhibit 99.1 Network Appliance Announces Results for Second Quarter Fiscal Year 2005 SUNNYVALE, Calif.--(BUSINESS WIRE)--Nov. 16, 2004-- 36% Year over Year Revenue Growth Reported Along with Record Profits; Company Increases Outlook for Fiscal Year 2005 Network Appliance, Inc. (NASDAQ:NTAP), the leader in advanced networked storage solutions, today reported results for the second quarter of fiscal year 2005. Revenues for the second fiscal quarter were $375.2 million; an increase of 36% compared to revenues of $275.6 million for the same period a year ago and a 5% increase compared to $358.4 million in the prior quarter. For the second fiscal quarter, GAAP net income increased 14% to $55.3 million, or $0.15 per share(1) compared to GAAP net income of $48.4 million, or $0.13 per share for the same period in the prior year. Pro forma(2) net income for the second fiscal quarter increased 74% to $58.4 million, or $0.16 per share, compared to pro forma net income of $33.6 million, or $0.09 per share for the same period a year ago. Revenues for the first six months of the current fiscal year totaled $733.6 million, compared to revenues of $536.1 million for the first six months of the prior fiscal year, an increase of 37% year over year. For the first six months of the current fiscal year, GAAP net income increased 35% to $102.2 million, or $0.27 per share, compared with GAAP net income of $75.5 million, or $0.21 per share for the same period in the prior year. Pro forma net income for the first six months of the current fiscal year totaled $108.2 million, or $0.29 per share, compared to pro forma net income of $62.4 million, or $0.17 per share for the first six months of the prior fiscal year. "NetApp achieved strong growth across all product lines, segments, and geographies," said Dan Warmenhoven, CEO of Network Appliance. "NetApp is gaining momentum in the highest growth segments of the storage market by offering innovative and cost-effective solutions for today's IT challenges. Data ONTAP(TM) 7G, our next generation operating system announced yesterday, is an example of unique, breakthrough technology which empowers customers to do more with less. Data ONTAP 7G provides dynamic storage virtualization capabilities unmatched in the industry." Outlook -- Network Appliance estimates that revenue for the third quarter will grow sequentially by 7% to 9%. This projection reflects year over year growth rates of 35% to 38%. -- The company expects third quarter pro forma earnings per share to finish at $0.15 to $0.16 per share. Third quarter GAAP earnings per share are projected to round to $0.15 per share. -- For the full fiscal year 2005, Network Appliance estimates that revenues will finish 35% to 37% higher than fiscal year 2004. -- Network Appliance estimates full year pro forma earnings per share to finish at $0.60 to $0.61 per share. GAAP earnings per share are projected for fiscal year 2005 at $0.57 to $0.58 per share. Quarterly Highlights Throughout the second quarter of fiscal year 2005, Network Appliance reinforced its leadership position by introducing new security and compliance solutions, expanding partnerships, and continuing to grow iSCSI deployments. Customers deploying NetApp(R) solutions during the quarter for a variety of database, security, and other data center and mission-critical applications included Alyeska Pipeline, Anadarko, China Netcom, Consol Energy, Constellation Energy, the Federal Trade Commission, FMC Subsea Kongsberg, the General Services Administration, HypoVereinsbank, Jet Propulsion Labs (JPL), Nexan, Nokia, Rakuten, Saudi Aramco, Shamrock Foods, Siemens Business Services, Square Enix, The Times of India, Trader Media, the United States Air Force (USAF), and Voca Limited. A wide range of enterprise customers have chosen to deploy NetApp for a variety of reasons--reduced complexity, a low total cost of ownership (TCO), and advanced management capabilities made possible through Data ONTAP and a range of additional storage software packages that unleash the value of enterprise data. On the partners front, NetApp unveiled several new solution enhancements and partner offerings with Computer Associates, Decru, FalconStor, Novell, Smartronix, Symantec, Vignette, and Websense to address a variety of data concerns, including Internet access and security, interoperability, data protection and recovery, storage and server consolidation and other business-critical initiatives facing enterprise customers. To help companies meet stringent data storage regulations, including regulations mandated by U.S. SEC Rule 17a-4, NetApp introduced a new software product--LockVault(TM). LockVault delivers powerful backup, disaster recovery, and data permanence capabilities for unstructured data, enabling customers to address both backup and compliance challenges with a single comprehensive solution. Companies can now leverage the same infrastructure to meet both their backup and compliance requirements. In the Internet security arena, NetApp released NetCache(R) 6.0 software to further enhance and strengthen its market-leading Internet access and security solution. NetCache 6.0 software helps guard against security threats, expands support for industry-leading security partners, minimizes virus and hacking risks, and accelerates and improves management of customers' Web and application information providing security, cost savings, and flexibility. Another iSCSI milestone was achieved this quarter with Siemens Corporate Research (SCR), a division of Siemens AG, becoming the 750th iSCSI customer deployment in IP SAN (storage area network) configurations. NetApp IP SAN solutions are an excellent choice for companies seeking to consolidate storage and server resources, maximize existing IT investments and headcount, and reduce complexity in the data center. The company was also honored by the Triangle Business Journal (North Carolina) as "one of the best companies to work for in the Triangle." Network Appliance employees based in Research Triangle Park (RTP), North Carolina, responding to a survey from the publication, gave the company high marks for its positive work environment, exceptional benefits package, strong executive leadership, and effective manager relationships. Conference Call Information -- The NetApp quarterly results conference call will be broadcast live via the Internet at http://investors.netapp.com/ on Tuesday, November 16, 2004, at 2:00 p.m. Pacific time. This press release and any other information related to the call will also be posted to the Web site at that location. The conference call will also be available live in a listen-only format at (800) 510-9834 in the United States and (617) 614-3669 outside the United States. The passcode for both numbers is 10326317. -- A replay will be available for 72 hours following completion of the live call by dialing (888) 286-8010 in the United States and (617) 801-6888 outside the United States, with replay code 28877055. About Network Appliance Network Appliance is a world leader in unified storage solutions for today's data-intensive enterprise. Since its inception in 1992, Network Appliance has delivered technology, product, and partner firsts that continue to drive "The evolution of storage.(TM)" Information about Network Appliance(TM) solutions and services is available at www.netapp.com. "Safe Harbor" Statement under U.S. Private Securities Litigation Reform Act of 1995 This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include market and market share trends that benefit the Company, continued customer acceptance of the Company's products, and all of the statements under the Outlook section. These forward-looking statements involve risks and uncertainties, and actual results could vary. Factors that could impact our ability to achieve our goals include general economic and industry conditions, including expenditure trends for storage-related products; our ability to deliver new product architectures and products that meet market acceptance; our ability to design products that compete effectively from a price and performance perspective; and other important factors as described in Network Appliance, Inc.'s reports and documents filed from time to time with the Securities and Exchange Commission, including our most recently submitted 10-K and 10-Q. (1)Earnings per share represents the diluted number of shares for all periods presented. (2)Pro forma results for all periods presented and the projections in the Outlook section exclude amortization of intangible assets, stock compensation, restructuring charges, net gain/loss on investments, and the related effects on income taxes, as well as an income tax benefit from a nonrecurring foreign tax ruling. NetApp and NetCache are registered trademarks and Network Appliance, Data ONTAP, LockVault and The evolution of storage are trademarks of Network Appliance, Inc. in the U.S. and other countries. All other brands or products are trademarks or registered trademarks of their respective holders and should be treated as such. Network Appliance Usage of Pro Forma Financials The Company refers to the non-GAAP financial measures cited above in making operating decisions because they provide meaningful supplemental information regarding the Company's operational performance. In addition, these non-GAAP financial measures facilitate management's internal comparisons to the Company's historical operating results and comparisons to competitors' operating results. We include these non-GAAP financial measures in our earnings announcement because we believe they are useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision making such as employee compensation planning. In addition, we have historically reported similar non-GAAP financial measures to our investors and believe that the inclusion of comparative numbers provides consistency in our financial reporting at this time. NETWORK APPLIANCE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) Oct. 29, April 30, 2004 2004 ---------- ---------- ASSETS CURRENT ASSETS: Cash and cash equivalents $257,344 $241,149 Short-term investments 664,390 566,816 Accounts receivable, net 219,276 193,942 Inventories 35,351 34,109 Prepaid expenses and other 32,216 29,057 Deferred income taxes 24,235 24,163 ---------- ---------- Total current assets 1,232,812 1,089,236 PROPERTY AND EQUIPMENT, net 398,306 370,717 GOODWILL 291,816 291,816 INTANGIBLE ASSETS, net 26,151 31,718 OTHER ASSETS 83,206 93,779 ---------- ---------- 2,032,291 1,877,266 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $57,773 $52,719 Income taxes payable 14,848 16,033 Accrued compensation and related benefits 70,064 65,186 Other accrued liabilities 46,581 43,683 Deferred revenue 200,263 166,602 ---------- ---------- Total current liabilities 389,529 344,223 LONG-TERM DEFERRED REVENUE 139,591 112,337 LONG-TERM OBLIGATIONS 4,771 4,858 ---------- ---------- 533,891 461,418 ---------- ---------- STOCKHOLDERS' EQUITY 1,498,400 1,415,848 ---------- ---------- 2,032,291 1,877,266 ========== ========== NETWORK APPLIANCE, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) (Unaudited) Quarter Ended Six Months Ended ------------------- ------------------- Oct. 29, Oct.31, Oct. 29, Oct. 31, 2004 2003 2004 2003 --------- --------- --------- --------- REVENUES: Product revenue $336,804 $249,532 $661,431 $485,318 Service revenue 38,372 26,018 72,166 50,741 --------- --------- --------- --------- Total revenues 375,176 275,550 733,597 536,059 --------- --------- --------- --------- COST OF REVENUES: Cost of product revenue 111,728 88,090 225,943 173,129 Cost of service revenue 32,287 22,397 61,535 41,744 --------- --------- --------- --------- Total cost of revenues 144,015 110,487 287,478 214,873 --------- --------- --------- --------- GROSS MARGIN 231,161 165,063 446,119 321,186 --------- --------- --------- --------- OPERATING EXPENSES: Sales and marketing 109,109 82,185 212,420 161,541 Research and development 40,650 31,513 79,353 63,054 General and administrative 17,870 12,728 34,752 24,993 Stock compensation 2,139 893 4,243 1,547 Restructuring charges - 1,110 - 1,110 --------- --------- --------- --------- Total operating expenses 169,768 128,429 330,768 252,245 --------- --------- --------- --------- INCOME FROM OPERATIONS 61,393 36,634 115,351 68,941 OTHER INCOME (EXPENSES), net: Interest income 6,103 2,831 10,185 5,876 Other expenses, net 90 (1,209) (822) (1,256) Net gain/(loss) on investments - - - 145 --------- --------- --------- --------- Total other income, net 6,193 1,622 9,363 4,765 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES 67,586 38,256 124,714 73,706 PROVISION FOR (BENEFIT FROM) INCOME TAXES 12,257 (10,157) 22,523 (1,780) --------- --------- --------- --------- NET INCOME $55,329 $48,413 $102,191 $75,486 ========= ========= ========= ========= NET INCOME PER SHARE: BASIC $0.15 $0.14 $0.29 $0.22 ========= ========= ========= ========= DILUTED $0.15 $0.13 $0.27 $0.21 ========= ========= ========= ========= SHARES USED IN PER SHARE CALCULATION: BASIC 357,787 343,725 357,265 342,706 ========= ========= ========= ========= DILUTED 375,074 364,715 374,024 361,606 ========= ========= ========= ========= NETWORK APPLIANCE, INC. PRO FORMA (1) CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) (Unaudited) Quarter Ended Six Months Ended ------------------- ------------------- Oct. 29, Oct. 31, Oct. 29, Oct. 31, 2004 2003 2004 2003 --------- --------- --------- --------- REVENUES: Product revenue $336,804 $249,532 $661,431 $485,318 Service revenue 38,372 26,018 72,166 50,741 --------- --------- --------- --------- Total revenues 375,176 275,550 733,597 536,059 --------- --------- --------- --------- COST OF REVENUES: Cost of product revenue 110,870 86,726 224,227 170,401 Cost of service revenue 32,287 22,397 61,535 41,744 --------- --------- --------- --------- Total cost of revenues 143,157 109,123 285,762 212,145 --------- --------- --------- --------- GROSS MARGIN 232,019 166,427 447,835 323,914 --------- --------- --------- --------- OPERATING EXPENSES: Sales and marketing 108,903 82,185 212,007 161,541 Research and development 40,650 31,513 79,353 63,054 General and administrative 16,601 12,728 32,215 24,993 --------- --------- --------- --------- Total operating expenses 166,154 126,426 323,575 249,588 --------- --------- --------- --------- INCOME FROM OPERATIONS 65,865 40,001 124,260 74,326 OTHER INCOME (EXPENSES), net 6,193 1,622 9,363 4,620 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES 72,058 41,623 133,623 78,946 PROVISION FOR INCOME TAXES 13,691 7,995 25,388 16,579 --------- --------- --------- --------- NET INCOME $58,367 $33,628 $108,235 $62,367 ========= ========= ========= ========= NET INCOME PER SHARE: BASIC $0.16 $0.10 $0.30 $0.18 ========= ========= ========= ========= DILUTED $0.16 $0.09 $0.29 $0.17 ========= ========= ========= ========= SHARES USED IN PER SHARE CALCULATION: BASIC 357,787 343,725 357,265 342,706 ========= ========= ========= ========= DILUTED 375,074 364,715 374,024 361,606 ========= ========= ========= ========= (1) Pro forma results of operations exclude amortization of intangible assets, stock compensation, restructuring charges, net gain/loss on investments and the related effects on income taxes, as well as an income tax benefit from a non-recurring foreign tax ruling. NETWORK APPLIANCE, INC. RECONCILIATION OF NON-GAAP AND GAAP IN THE CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) (Unaudited) Quarter Ended Six Months Ended ------------------- ------------------- Oct. 29, Oct. 31, Oct. 29, Oct.31, 2004 2003 2004 2003 --------- --------- --------- --------- SUMMARY RECONCILIATION OF NET INCOME NET INCOME $55,329 $48,413 $102,191 $75,486 Adjustments: Amortization of intangible assets 2,333 1,364 4,666 2,728 Stock compensation 2,139 893 4,243 1,547 Restructuring charges - 1,110 - 1,110 Net (gain)/loss on investments - - - (145) Income tax effect (1,434) (1,321) (2,865) (1,528) Income tax benefit from foreign tax ruling - (16,831) - (16,831) --------- --------- --------- --------- PROFORMA NET INCOME $58,367 $33,628 $108,235 $62,367 ========= ========= ========= ========= DILUTED PRO FORMA NET INCOME PER SHARE $0.16 $0.09 $0.29 $0.17 ========= ========= ========= ========= SHARES USED IN DILUTED PRO FORMA NET INCOME PER SHARE CALCULATION: 375,074 364,715 374,024 361,606 ========= ========= ========= ========= DETAILED RECONCILIATION OF SPECIFIC ITEMS: COST OF REVENUES $144,015 $110,487 $287,478 $214,873 Adjustment: Amortization of intangible assets (858) (1,364) (1,716) (2,728) --------- --------- --------- --------- PRO FORMA COST OF REVENUES $143,157 $109,123 $285,762 $212,145 ========= ========= ========= ========= GROSS MARGIN $231,161 $165,063 $446,119 $321,186 Adjustment: Amortization of intangible assets 858 1,364 1,716 2,728 --------- --------- --------- --------- PRO FORMA GROSS MARGIN $232,019 $166,427 $447,835 $323,914 ========= ========= ========= ========= SALES AND MARKETING EXPENSES $109,109 $82,185 $212,420 $161,541 Adjustments: Amortization of intangible assets (206) - (413) - --------- --------- --------- --------- PRO FORMA SALES AND MARKETING EXPENSES $108,903 $82,185 $212,007 $161,541 ========= ========= ========= ========= GENERAL AND ADMINISTRATIVE EXPENSES $17,870 $12,728 $34,752 $24,993 Adjustments: Amortization of intangible assets (1,269) - (2,537) - --------- --------- --------- --------- PRO FORMA GENERAL AND ADMINISTRATIVE EXPENSES $16,601 $12,728 $32,215 $24,993 ========= ========= ========= ========= OPERATING EXPENSES $169,768 $128,429 $330,768 $252,245 Adjustments: Stock compensation (2,139) (893) (4,243) (1,547) Amortization of intangible assets (1,475) - (2,950) - Restructuring charges - (1,110) - (1,110) --------- --------- --------- --------- PRO FORMA OPERATING EXPENSES $166,154 $126,426 $323,575 $249,588 ========= ========= ========= ========= INCOME FROM OPERATIONS $61,393 $36,634 $115,351 $68,941 Adjustments: Amortization of intangible assets 2,333 1,364 4,666 2,728 Stock compensation 2,139 893 4,243 1,547 Restructuring charges - 1,110 - 1,110 --------- --------- --------- --------- PRO FORMA INCOME FROM OPERATIONS $65,865 $40,001 $124,260 $74,326 ========= ========= ========= ========= TOTAL OTHER INCOME (EXPENSES), NET $6,193 $1,622 $9,363 $4,765 Adjustments: Net (gain)/loss on investments - - - (145) --------- --------- --------- --------- PRO FORMA TOTAL OTHER INCOME (EXPENSES), NET $6,193 $1,622 $9,363 $4,620 ========= ========= ========= ========= INCOME BEFORE INCOME TAXES $67,586 $38,256 $124,714 $73,706 Adjustments: Amortization of intangible assets 2,333 1,364 4,666 2,728 Stock compensation 2,139 893 4,243 1,547 Restructuring charges - 1,110 - 1,110 Net (gain)/loss on investments - - - (145) --------- --------- --------- --------- PRO FORMA INCOME BEFORE INCOME TAXES $72,058 $41,623 $133,623 $78,946 ========= ========= ========= ========= PROVISION FOR INCOME TAXES $12,257 ($10,157) $22,523 ($1,780) Adjustments: Income tax effect 1,434 1,321 2,865 1,528 Income tax benefit from foreign tax ruling - 16,831 - 16,831 --------- --------- --------- --------- PRO FORMA PROVISION FOR INCOME TAXES $13,691 $7,995 $25,388 $16,579 ========= ========= ========= ========= NETWORK APPLIANCE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (In thousands) (Unaudited) Six Months Ended ------------------- Oct. 29, Oct. 31, 2004 2003 --------- --------- Cash Flows from Operating Activities: Net income $102,191 $75,486 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 26,640 26,997 Amortization of patents 901 601 Amortization of intangible assets 4,666 2,728 Stock compensation 4,243 1,547 Net (gain) loss on investments (29) (145) Net (gain) loss on disposal of equipment 519 (30) Allowance for doubtful accounts 403 (320) Deferred rent and other 224 320 Changes in assets and liabilities: Accounts receivable (25,737) (8,904) Inventories (5,993) (7,893) Prepaid expenses and other assets 4,170 (1,711) Accounts payable 5,054 1,454 Income taxes payable 13,449 (6,452) Accrued compensation and related benefits 4,878 4,962 Other accrued liabilities 2,809 4,179 Deferred revenue 60,915 34,700 --------- --------- Net cash provided by operating activities 199,303 127,519 --------- --------- Cash Flows from Investing Activities: Purchases of short and long-term investments (180,725) (251,720) Redemptions of short and long-term investments 83,057 177,604 Purchases of property and equipment (49,442) (22,041) Proceeds from disposal of property and equipment - 105 Proceeds from sales of investments 298 419 Purchase of patents - (9,015) Purchases of equity securities - (325) --------- --------- Net cash used in investing activities (146,812) (104,973) --------- --------- Cash Flows from Financing Activities: Proceeds from sale of common stock related to employee stock transactions 46,717 53,215 Repurchases of common stock (83,013) (44,862) --------- --------- Net cash used in financing activities (36,296) 8,353 --------- --------- Net Increase (Decrease) in Cash and Cash Equivalents 16,195 30,899 Cash and Cash Equivalents: Beginning of period 241,149 284,161 --------- --------- End of period $257,344 $315,060 ========= ========= Noncash Investing and Financing Activities: Deferred stock compensation, net of reversals $(373) $1,612 Conversion of evaluation inventory to fixed assets $4,751 $2,621 Income tax benefit from employee stock transactions $14,634 $11,929 Supplemental cash flow information: Income taxes paid $10,172 $4,733 Income taxes refund $10,572 $3,810 NETWORK APPLIANCE, INC. RECONCILIATION OF NON GAAP GUIDANCE TO GAAP EXPRESSED AS EARNINGS PER SHARE Q3 OF FISCAL YEAR 2005 (Unaudited) Projected Third Projected Annual Quarter Revenue FY05 Revenue Growth Range Growth Range ----------------- ----------------- 7% 9% 35% 37% -------- -------- -------- -------- ADJUSTMENTS OF SPECIFIC ITEMS TO EARNINGS PER SHARE FOR Q3 OF FISCAL YEAR 2005 ($) : COST OF REVENUES Adjustment: Amortization of intangible assets (0.0023) (0.0023) (0.0091) (0.0091) OPERATING EXPENSES Adjustments: Stock compensation (0.0056) (0.0056) (0.0227) (0.0227) Amortization of intangible assets (0.0039) (0.0039) (0.0157) (0.0157) PROVISION FOR INCOME TAXES Adjustments: Income tax effect 0.0039 0.0040 0.0158 0.0162 -------- -------- -------- -------- NET DECREASE IN EARNINGS PER SHARE (0.0079) (0.0078) (0.0317) (0.0313) ======== ======== ======== ======== CONTACT: Network Appliance, Inc. Tara Calhoun, 408-822-6909 (Investor) tara@netapp.com Billie Fagenstrom, 408-822-6428 (Investor) billief@netapp.com or Voce Communications Dave Black, 650-228-5163 (Press) dblack@vocecomm.com