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Brocade Reports Fiscal Q2 2016 Results

Board Approves Increased Third Quarter Dividend


/EINPresswire.com/ -- SAN JOSE, CA -- (Marketwired) -- 05/19/16 -- Brocade® (NASDAQ: BRCD) today reported financial results for its second fiscal quarter ended April 30, 2016. Brocade reported second quarter revenue of $523 million, down 4% year-over-year and down 9% quarter-over-quarter. The Company reported GAAP diluted earnings per share (EPS) of $0.11, down from $0.18 in Q2 2015 and down from $0.23 in Q1 2016. Non-GAAP diluted EPS was $0.22 for Q2 2016, flat year-over-year and down from $0.29 in Q1 2016.

"Despite the challenging environment for both SAN and IP networking, Brocade had a productive second fiscal quarter," said Lloyd Carney, CEO of Brocade. "We were excited to announce our intent to acquire Ruckus Wireless, a pioneer in wireless infrastructure solutions, in a transaction that we expect to close in our third fiscal quarter. In addition, we began shipping our industry-leading Gen 6 Fibre Channel switching solution, and garnered our first customer win for the New IP-based mobility platform, Brocade Virtual Core for Mobile, that we launched earlier in the quarter. Through achievements such as these, we continue to drive the strategic evolution of our business as a pure-play networking provider for the digital transformation era. Additionally, we expect our product roadmap to deliver further advancements across our portfolio that set the stage for expanded opportunities in the quarters to come."

Key Financial Metrics:


                                                         Q2 2016    Q2 2016
                                                         vs. Q1     vs. Q2
                             Q2 2016  Q1 2016  Q2 2015    2016       2015
                            -------- -------- -------- ---------- ----------
Revenue                     $   523M $   574M $   547M    (9%)       (4%)
GAAP EPS--diluted           $  0.11  $  0.23  $  0.18    (54%)      (41%)
Non-GAAP EPS--diluted       $  0.22  $  0.29  $  0.22    (25%)       --
GAAP gross margin              66.9%    67.7%    68.1%  (0.8) pts  (1.2) pts
Non-GAAP gross margin          68.2%    68.8%    68.8%  (0.6) pts  (0.6) pts
GAAP operating margin          15.8%    21.1%    20.9%  (5.3) pts  (5.1) pts
Non-GAAP operating margin      22.4%    25.9%    24.6%  (3.5) pts  (2.2) pts

Please see important note of explanation about the use of non-GAAP financial measures below, including a detailed reconciliation between GAAP and non-GAAP information in the tables included herein.

Highlights:

  • SAN product revenue of $297 million was down 5% year-over-year. The year-over-year decline was primarily the result of softer demand across the product portfolio, with Fibre Channel directors down 6%, fixed-configuration switches down 4%, and embedded server switches down 9%. Sequentially, SAN product revenue decreased 15%, with Fibre Channel directors declining 12%, fixed-configuration switches down 14%, and embedded server switches down 25%. While the Fibre Channel SAN business normally experiences seasonal softness in our fiscal Q2, the sequential revenue decline was larger than expected due primarily to unusually weak storage demand as reported by many of our partners and peers.
  • During the quarter, Brocade announced and recorded revenue in connection with the launch of the first phase of the Gen 6 Fibre Channel switching platform, the Brocade G620 Switch. Advancing Brocade's leadership in Fibre Channel technology, this next generation of switches delivers superior performance and scalability designed to support continued data growth and the demanding workloads from mission-critical applications that are increasingly deployed on flash-based storage.
  • IP Networking product revenue of $132 million was down 9% year-over-year. The decline was primarily due to lower router sales, down 33%, partially offset by stronger Ethernet switch sales, up 9% from Q2 of 2015. The year-over-year decline was primarily the result of lower service provider and U.S. federal sales. Sequentially, IP Networking product revenue decreased 2% primarily due to lower Ethernet switch sales, which were down 3% from Q1 of 2016. The sequential revenue decline was primarily due to lower sales to enterprise customers as both service provider and U.S. federal revenue grew sequentially.
  • On April 4, 2016, Brocade announced its intention to acquire Ruckus Wireless, Inc., enhancing Brocade's position as a pure-play networking company with solutions spanning from the heart of the data center to the wireless network edge. The combined company is expected to be #1 in storage area networking, #1 in service provider Wi-Fi, #2 in data center networking, #3 in enterprise wireless LAN, and #3 in enterprise edge networking (in the U.S. and EMEA). The acquisition is expected to close in Brocade's fiscal third quarter.

Board Declares Increased Dividend:

  • The Brocade Board of Directors has declared a regular third fiscal quarter cash dividend of $0.055 per share of the Company's common stock, a 22% increase from the dividend of $0.045 per share declared and paid in each of the previous four fiscal quarters. The dividend payment will be made on July 5, 2016 to stockholders of record at the close of market on June 10, 2016.

Brocade management will host a conference call to discuss the fiscal second quarter results and the fiscal third quarter outlook today at 2:30 p.m. PT (5:30 p.m. ET). To access the webcast, please go to www.brcd.com/events.cfm. A replay of the conference call, prepared comments and slides, as well as a written transcript, will be available at www.brcd.com.

Other Q2 2016 product, customer, and partner announcements are available at http://newsroom.brocade.com/.

Brocade (www.brocade.com)
130 Holger Way, San Jose, CA 95134
T. 408.333.8000 F. 408.333.8101

Financial Highlights and Additional Financial Information


                                                Q2 2016   Q1 2016   Q2 2015
                                               --------- --------- ---------
Routes to market as a % of total net revenues:
  OEM revenues                                       63%       67%       63%
  Channel/Direct revenues                            37%       33%       37%
  10% or greater customer revenues                   30%       34%       49%
Geographic split as a % of total net revenues
 (1):
  Domestic revenues                                  53%       55%       56%
  International revenues                             47%       45%       44%
Segment split as a % of total net revenues:
  SAN product revenues                               57%       61%       57%
  IP Networking product revenues                     25%       23%       27%
  Global Services revenues                           18%       16%       16%
  SAN business revenues (2)                          67%       70%       67%
  IP Networking business revenues (2)                33%       30%       33%
IP Networking product revenues by use category
 (3) (4):
  Data Center                                        54%       53%       62%
  Enterprise Campus                                  38%       38%       30%
  Carrier Network (MAN/WAN)                           8%        9%        8%

Additional information:                         Q2 2016   Q1 2016   Q2 2015
                                               --------- --------- ---------
  GAAP net income                              $     43M $     94M $     77M
  Non-GAAP net income                          $     89M $    119M $     95M
  GAAP operating income                        $     83M $    121M $    114M
  Non-GAAP operating income                    $    117M $    149M $    134M
  GAAP effective tax rate                          41.6%     16.2%     26.0%
  Non-GAAP effective tax rate                      20.8%     16.7%     25.7%
  Cash and cash equivalents                    $  1,428M $  1,392M $  1,367M
  Deferred revenues                            $    305M $    303M $    306M
  Capital expenditures                         $     19M $     24M $     18M
  Total debt, net of discount and issuance
   costs (5)                                   $    803M $    798M $    786M
  Cash, net of senior debt, convertible debt
   and capitalized leases                      $    553M $    517M $    491M
  Cash provided by operations                  $    112M $    112M $    202M
  Days sales outstanding                         36 days   28 days   31 days
  Employees at end of period                      4,724     4,712     4,553
  SAN port shipments                                0.8M      1.0M      0.9M
  Share repurchases (6)                        $   36.4M $  144.5M $   77.1M

Please see important note of explanation about the use of non-GAAP financial measures below, including a detailed reconciliation between GAAP and non-GAAP information in the tables included herein.


(1) Revenues are attributed to geographic areas based on known product
    delivery location. Since some OEM partners take delivery of Brocade
    products domestically and then ship internationally to their end users,
    the percentage of international revenues based on end-user location
    would likely be higher.

(2) SAN and IP Networking business revenues include hardware and software
    product, support, and services revenues.

(3) Product revenue by use category is estimated based on analysis of the
    information the Company collects in its sales management system. The
    estimated percentage of revenue by use category may fluctuate quarter to
    quarter due to seasonality and the timing of large customer orders.

(4) Each use category includes enterprise, service provider, and government
    revenues.

(5) Q2 2016, Q1 2016, and Q2 2015 total debt, net of discount and issuance
    costs, includes the debt discount recorded for the conversion feature
    that is required to be separately accounted for as equity for the $575
    million convertible debt, thereby reducing the carrying value of the
    debt. The unamortized debt discount for the conversion feature was $62
    million as of April 30, 2016, $66 million as of January 30, 2016, and
    $77 million as of May 2, 2015.

(6) $1.3 million of the $77.1 million in share repurchases in Q2 2015 were
    pending cash settlement as of May 2, 2015.

Non-GAAP Financial Measures

To supplement financial information presented on a GAAP basis, Brocade provides information presented on a non-GAAP basis. These non-GAAP financial measures are not computed in accordance with, or as an alternative to, financial information presented on a GAAP basis. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measures. The most directly comparable GAAP information and a reconciliation between the GAAP and non-GAAP amounts is provided in the tables at the end of this press release.

Management believes that the non-GAAP financial measures used in this press release allow management to gain a better understanding of Brocade's comparative operating performance, both from period to period and relative to its competitors. These non-GAAP financial measures also help with the determination of Brocade's baseline performance before gains, losses or charges that are considered by management to be outside of ongoing operating results. Accordingly, management uses these non-GAAP financial measures for planning and forecasting of future periods and in making decisions regarding operations and the allocation of resources.

Management believes these non-GAAP financial measures, when read in conjunction with Brocade's GAAP financials, provide useful information to investors by offering:

  • the ability to make more meaningful period-to-period comparisons of Brocade's ongoing operating results;

  • the ability to make more meaningful comparisons of Brocade's operating performance relative to its competitors;

  • the ability to better identify trends in Brocade's underlying business and to perform related trend analyses; and

  • a better understanding of how management plans and measures Brocade's underlying business.

Management excludes certain gains or losses and benefits or costs in determining non-GAAP financial measures that are the result of infrequent events or events that arise outside the ordinary course of Brocade's continuing operations. Management believes that it is appropriate to evaluate Brocade's operating performance by excluding those items that are not indicative of ongoing operating results or limit comparability. Such items include, but are not limited to: (i) acquisition and integration costs; (ii) restructuring and other related benefits; and (iii) effects of certain intercompany transactions on the tax provision.

Management also excludes the following non-cash charges in determining non-GAAP financial measures: (i) stock-based compensation expense; (ii) amortization of purchased intangible assets; and (iii) non-cash interest expense related to the convertible debt.

Management believes that the exclusion of stock-based compensation allows for more accurate comparisons of Brocade's operating results to Brocade's peer companies because of the varying use of valuation methodologies and subjective assumptions and the variety of award types. In addition, the exclusion of the expense associated with the amortization of acquisition-related intangible assets is appropriate because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have short lives, and the exclusion of amortization expense allows comparisons of operating results that are consistent over time for Brocade's newly acquired and long-held businesses. In connection with the convertible debt, under the relevant accounting guidance, a non-cash interest expense is recognized for the convertible debt as an imputed interest expense for the conversion feature. Management believes excluding the non-cash interest expense related to the convertible debt from its non-GAAP financial measures is useful for investors because the expense does not represent a cash outflow in the respective reporting periods and is not indicative of ongoing operating performance.

Finally, management believes that it is appropriate to exclude the tax effects of the items noted above in order to present a more meaningful measure of non-GAAP net income.

Limitations: These non-GAAP financial measures have limitations because they do not include all items of income and expense that impact the company. In addition, these non-GAAP financial measures may not be comparable to similar measurements reported by other companies. Management compensates for these limitations by relying primarily on its GAAP results and using non-GAAP financial measures only supplementally. Management also provides robust and detailed reconciliations of each non-GAAP financial measure to its most directly comparable GAAP measure, and management encourages investors to review carefully those reconciliations.

Additional Information and Where to Find It

This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares. On April 29, 2016, Brocade filed a Registration Statement on Form S-4 (including a Prospectus/Offer to Exchange, a related Letter of Transmittal and other exchange offer documents (collectively, the "Registration Statement")) related to the transaction referenced herein with the U.S. Securities and Exchange Commission ("SEC") and may file additional amendments thereto. Also on April 29, 2016, Brocade and a wholly-owned subsidiary of Brocade filed a Tender Offer Statement on Schedule TO related to the transaction with the SEC and have filed and may file additional amendments thereto. In addition, on April 29, 2016, Ruckus Wireless, Inc. ("Ruckus") filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC and has filed and may file additional amendments thereto. Brocade and Ruckus may also file other documents with the SEC related to the transaction. This document is not a substitute for the Registration Statement, the Tender Offer Statement, the Solicitation/Recommendation Statement or any other document that Brocade or Ruckus may file with the SEC related to the transaction (collectively, the "Exchange Offer Materials"). THE EXCHANGE OFFER MATERIALS CONTAIN IMPORTANT INFORMATION. RUCKUS STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS (AS THEY MAY BE AMENDED FROM TIME TO TIME) CAREFULLY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF RUCKUS STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR STOCK. The Exchange Offer Materials are available to all holders of Ruckus stock at no expense to them at the SEC's website at www.sec.gov. Copies of the Registration Statement, the Tender Offer Statement and the Solicitation/Recommendation Statement, and any amendments thereto, may be obtained for free by contacting Brocade's Investor Relations department at (408) 333-0233 or at IR@Brocade.com.

In addition to the Exchange Offer Materials, Brocade and Ruckus file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information filed by Brocade and Ruckus at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Brocade's and Ruckus' filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

Forward-Looking Statements

This press release contains forward-looking statements including, but not limited to, statements regarding Brocade's financial results, goals, plans, strategy, business outlook and prospects. These statements are based on current expectations as of the date of this press release and involve a number of risks, uncertainties and assumptions that may cause actual results to differ significantly. The risks, uncertainties and assumptions include, but are not limited to: the effect on Brocade of increasing market competition and changes in the industry; the impact on Brocade of conditions in the market for Storage Area Networking products; Brocade's ability to execute on its sales strategy and plans for future operations; the impact on Brocade of macroeconomic trends and events and changes in IT spending levels; Brocade's ability to introduce and achieve market acceptance of new products and support offerings on a timely basis; risks associated with Brocade's international operations; and integration and other risks associated with acquisitions, divestitures and strategic investments, including Brocade's recently announced proposed acquisition of Ruckus; the ability of Brocade and Ruckus to consummate the proposed transaction on a timely basis or at all; and the satisfaction of the conditions precedent to consummation of the proposed transaction, including the condition that a majority of Ruckus's shares be validly tendered into the exchange offer. These and other risks are set forth in more detail in Brocade's Form 10-Q for the fiscal quarter ended January 30, 2016, and in Brocade's Annual Report on Form 10-K for the fiscal year ended October 31, 2015. Brocade does not assume any obligation to update or revise any such forward-looking statements whether as the result of new developments or otherwise.

About Brocade

Brocade (NASDAQ: BRCD) networking solutions help the world's leading organizations turn their networks into platforms for business innovation. With solutions spanning public and private data centers to the network edge, Brocade is leading the industry in its transition to the New IP network infrastructures required for today's era of digital business. (www.brocade.com)

Brocade and the B-wing symbol are registered trademarks of Brocade Communications Systems, Inc., in the United States and many other countries. Other brands, products, or service names mentioned herein may be trademarks of Brocade or others. Additional information about Brocade's trademarks is available at: http://www.brocade.com/en/legal/brocade-Legal-intellectual-property/brocade-legal-trademarks.html.

© 2016 Brocade Communications Systems, Inc. All Rights Reserved.


                    BROCADE COMMUNICATIONS SYSTEMS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                (Unaudited)

                                Three Months Ended      Six Months Ended
                               --------------------  ----------------------
                               April 30,    May 2,    April 30,    May 2,
                                  2016       2015       2016        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,   May 2,   April 30,    May 2,
                                     2016      2015       2016       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,   October 31,
                                                       2016         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,      May 2,
                                                       2016         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)
                                                   -----------  -----------
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
                                                   ===========  ===========



                    BROCADE COMMUNICATIONS SYSTEMS, INC.
         RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL MEASURES
                                 (Unaudited)

                                                Three Months Ended
                                      -------------------------------------
                                       April 30,   January 30,     May 2,
                                          2016         2016         2015
                                      -----------  -----------  -----------
                                         (In thousands, except per share
                                                     amounts)
Non-GAAP adjustments
  Stock-based compensation expense
   included in cost of revenues       $     3,531  $     2,905  $     1,986
  Amortization of intangible assets
   expense included in cost of
   revenues                                 3,193        3,154        1,857
                                      -----------  -----------  -----------
    Total gross margin impact from
     non-GAAP adjustments                   6,724        6,059        3,843

  Stock-based compensation expense
   included in research and
   development                              5,123        5,476        3,080
  Stock-based compensation expense
   included in sales and marketing         11,052       11,078        7,207
  Stock-based compensation expense
   included in general and
   administrative                           5,083        4,585        3,802
  Amortization of intangible assets
   expense included in operating
   expenses                                   902          902          627
  Acquisition and integration costs         5,757           --        2,344
  Restructuring and other related
   benefits                                    --         (566)        (637)
                                      -----------  -----------  -----------
    Total operating income impact
     from non-GAAP adjustments             34,641       27,534       20,266

  Convertible debt interest                 3,824        3,776        3,639
  Effects of certain intercompany
   transactions on the tax provision       22,637           --           --
  Income tax effect of non-tax
   adjustments                            (15,296)      (5,770)      (5,823)
                                      -----------  -----------  -----------
    Total net income impact from non-
     GAAP adjustments                 $    45,806  $    25,540  $    18,082
                                      ===========  ===========  ===========

Gross margin reconciliation
  GAAP gross margin                   $   350,311  $   388,815  $   372,209
  Total gross margin impact from non-
   GAAP adjustments                         6,724        6,059        3,843
                                      -----------  -----------  -----------
    Non-GAAP gross margin             $   357,035  $   394,874  $   376,052
                                      ===========  ===========  ===========
  GAAP gross margin, as a percentage
   of total net revenues                     66.9%        67.7%        68.1%
  Non-GAAP gross margin, as a
   percentage of total net revenues          68.2%        68.8%        68.8%

Operating income reconciliation
  GAAP operating income               $    82,665  $   120,966  $   114,205
  Total operating income impact from
   non-GAAP adjustments                    34,641       27,534       20,266
                                      -----------  -----------  -----------
    Non-GAAP operating income         $   117,306  $   148,500  $   134,471
                                      ===========  ===========  ===========
  GAAP operating income, as a
   percentage of total net revenues          15.8%        21.1%        20.9%
  Non-GAAP operating income, as a
   percentage of total net revenues          22.4%        25.9%        24.6%

Net income and net income per share
 reconciliation
  Net income on a GAAP basis          $    43,085  $    93,646  $    77,040
  Total net income impact from non-
   GAAP adjustments                        45,806       25,540       18,082
                                      -----------  -----------  -----------
    Non-GAAP net income               $    88,891  $   119,186  $    95,122
                                      ===========  ===========  ===========
  Non-GAAP net income per share--
   basic                              $      0.22  $      0.29  $      0.23
                                      ===========  ===========  ===========
  Non-GAAP net income per share--
   diluted                            $      0.22  $      0.29  $      0.22
                                      ===========  ===========  ===========
  Shares used in non-GAAP per share
   calculation--basic                     400,554      407,902      420,718
                                      ===========  ===========  ===========
  Shares used in non-GAAP per share
   calculation--diluted                   408,748      415,085      433,234
                                      ===========  ===========  ===========

BROCADE CONTACTS

Media Relations
Ed Graczyk
Tel: 408-333-1836
egraczyk@brocade.com

Investor Relations
Michael Iburg
Tel: 408-333-0233
miburg@brocade.com


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