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Brocade Reports Fiscal Q3 2016 Results


/EINPresswire.com/ -- SAN JOSE, CA -- (Marketwired) -- 08/25/16 -- Brocade® (NASDAQ: BRCD) today reported financial results for its third fiscal quarter ended July 30, 2016. These results include approximately two months of financial results from Ruckus Wireless, which was acquired on May 27, 2016. Brocade reported third quarter revenue of $591 million, up 7% year-over-year and up 13% quarter-over-quarter. The Company reported GAAP diluted earnings per share (EPS) of $0.02, down from $0.21 in Q3 2015 and from $0.11 in Q2 2016. The year-over-year and sequential declines in GAAP EPS were primarily the result of acquisition-related items, including the lower gross margin associated with acquired inventory and deferred revenue, acquisition and integration costs, and increases in the amortization of intangible assets and stock-based compensation. These items were partially offset by the favorable resolution of a tax audit. Non-GAAP diluted EPS was $0.21 for Q3 2016, down 21% year-over-year and down 2% quarter-over-quarter. The year-over-year decline in non-GAAP EPS was primarily due to the acquisition-related purchase accounting adjustments, unfavorable revenue mix, and higher operating expenses.

"Against the backdrop of a mixed macro environment, we posted solid results, with total revenue at the high end of our outlook range," said Lloyd Carney, CEO of Brocade. "During Q3, we also continued the momentum of new product innovations across our portfolio, building a solid foundation for business growth and expansion of our addressable markets. Furthermore, with the successful completion of our acquisition of Ruckus Wireless in the quarter, we are pleased to welcome this talented and committed team to the Brocade family. Our combined strengths open up new opportunities and distinguish Brocade as a pure-play networking company for the digital transformation era."

Key Financial Metrics:

                                                         Q3 2016    Q3 2016
                                                         vs. Q2     vs. Q3
                               Q3 2016 Q2 2016 Q3 2015    2016       2015
                               ------- ------- ------- ---------- ----------
Revenue                        $  591M $  523M $  552M    13%         7%
GAAP EPS--diluted              $ 0.02  $ 0.11  $ 0.21    (77%)      (89%)
Non-GAAP EPS--diluted          $ 0.21  $ 0.22  $ 0.27     (2%)      (21%)
GAAP gross margin                60.4%   66.9%   67.4%  (6.5) pts  (7.0) pts
Non-GAAP gross margin            66.5%   68.2%   68.6%  (1.8) pts  (2.1) pts
GAAP operating margin             3.5%   15.8%   21.7% (12.3) pts (18.2) pts
Non-GAAP operating margin        19.5%   22.4%   26.9%  (2.9) pts  (7.4) 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:

  • On May 27, 2016, Brocade completed the acquisition of 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.
  • SAN product revenue of $282 million was down 9% year-over-year. The year-over-year decline was primarily the result of lower Fibre Channel director sales, which decreased 23%, partially offset by fixed-configuration switch sales which increased 3%. Sequentially, SAN product revenue decreased 5%, with directors declining 20%, partially offset by fixed-configuration and embedded switch sales growing 7% and 8%, respectively. The year-over-year and sequential declines in our SAN director revenue were primarily the result of a longer time to closure for many large deals, while the improvement in our switch revenue was primarily due to pull-through demand from all-flash array deployments. Overall, the decline in our SAN product revenue is consistent with commentary from many of our OEM partners regarding the weaker storage demand environment.
  • During the quarter, Brocade launched the Brocade X6 Director, the industry's first Gen 6 Fibre Channel director for mission-critical storage connectivity. This highly reliable, high-performance, low-latency solution is specifically designed for all-flash data centers. It extends the company's leadership in offering the industry's most innovative and widely deployed Fibre Channel storage networking solutions.
  • IP Networking product revenue of $209 million, including $73 million of product revenue from Ruckus Wireless, was up 36% year-over-year. The increase was due to the acquisition of Ruckus Wireless, partially offset by lower U.S. federal revenue, which was down 26% year-over-year, primarily due to the timing of large orders. Sequentially, IP Networking product revenue increased 59% due primarily to the inclusion of Ruckus revenue.

Board Declares 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. The dividend payment will be made on October 3, 2016, to stockholders of record at the close of market on September 9, 2016.

Brocade management will host a conference call to discuss the fiscal third quarter results and the fiscal fourth 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 Q3 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

                                                   Q3 2016  Q2 2016  Q3 2015
                                                  -------- -------- --------
Routes to market as a % of total net revenues:
  OEM revenues                                         54%      63%      62%
  Channel/Direct revenues                              46%      37%      38%

  10% or greater customer revenues                     23%      30%      43%
Geographic split as a % of total net revenues (1):
  Domestic revenues                                    52%      53%      57%
  International revenues                               48%      47%      43%
Segment split as a % of total net revenues:
  SAN product revenues                                 48%      57%      56%
  IP Networking product revenues                       35%      25%      28%
  Global Services revenues                             17%      18%      16%

  SAN business revenues (2)                            57%      67%      66%
  IP Networking business revenues (2)                  43%      33%      34%
Additional information:                         Q3 2016   Q2 2016   Q3 2015
                                              ---------- --------- ---------
  GAAP net income                             $     10M  $     43M $     92M
  Non-GAAP net income                         $     92M  $     89M $    115M
  GAAP operating income                       $     21M  $     83M $    120M
  Non-GAAP operating income                   $    115M  $    117M $    149M
  GAAP effective tax rate                        (20.8%)     41.6%     17.4%
  Non-GAAP effective tax rate                     14.2%      20.8%     20.1%
  Cash and cash equivalents                   $  1,153M  $  1,428M $  1,320M
  Deferred revenues                           $    345M  $    305M $    301M
  Capital expenditures                        $     17M  $     19M $     19M
  Cash provided by operations                 $     28M  $    112M $     55M
  Days sales outstanding                        43 days   36 days   33 days
  Employees at end of period                     5,948     4,724     4,626
  SAN port shipments                               0.9M       0.8M      0.9M
  Share repurchases                           $  660.7M  $   36.4M $  103.1M

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.

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 include non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating margin, non-GAAP operating income, non-GAAP tax rate, non-GAAP net income, non-GAAP EPS and adjusted free cash flow. 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.

In determining non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating margin, non-GAAP operating income, non-GAAP tax rate, non-GAAP net income and non-GAAP EPS, management excludes certain gains or losses and benefits or costs 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) impact to cost of revenues from purchase accounting adjustments to inventory; (ii) acquisition and integration costs; (iii) restructuring and other related benefits; and (iv) effects of certain intercompany transactions on the tax provision.

Management also excludes the following non-cash charges in determining these 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 and non-GAAP EPS.

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.

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. These and other risks are set forth in more detail in Brocade's Form 10-Q for the fiscal quarter ended April 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          Nine Months Ended
                      ---------------------------- -------------------------
                         July 30,      August 1,     July 30,     August 1,
                           2016           2015          2016         2015
                      ------------- -------------- ------------ ------------
                             (In thousands, except per share amounts)
Net revenues:
  Product             $   490,995   $   463,200    $ 1,400,355  $ 1,407,681
  Service                  99,726        88,619        287,956      266,952
                      ------------- -------------- ------------ ------------
    Total net revenues    590,721       551,819      1,688,311    1,674,633
                      ------------- -------------- ------------ ------------
Cost of revenues:
  Product                 188,492       144,243        464,797      431,781
  Service                  45,330        35,672        127,489      109,056
                      ------------- -------------- ------------ ------------
    Total cost of
    revenues              233,822       179,915        592,286      540,837
                      ------------- -------------- ------------ ------------
Gross margin              356,899       371,904      1,096,025    1,133,796
Operating expenses:
  Research and
  development             114,996        85,072        297,516      262,173
  Sales and marketing     167,983       144,883        468,743      428,199
  General and
  administrative           32,960        20,422         78,180       65,815
  Amortization of
  intangible assets         5,498           889          7,302        1,654
  Acquisition and
  integration costs        14,868           789         20,625        3,133
  Restructuring and
  other related
  benefits                     --            --           (566)        (637)
                      ------------- -------------- ------------ ------------
    Total operating
    expenses              336,305       252,055        871,800      760,337
                      ------------- -------------- ------------ ------------
Income from operations     20,594       119,849        224,225      373,459
Interest expense          (13,462)       (9,778)       (33,282)     (45,754)
Interest and other
income, net                 1,557           947          3,317          854
                      ------------- -------------- ------------ ------------
Income before income
tax                         8,689       111,018        194,260      328,559
Income tax expense
(benefit)                  (1,806)       19,351         47,034       72,585
                      ------------- -------------- ------------ ------------
Net income            $    10,495   $    91,667    $   147,226  $   255,974
                      ============= ============== ============ ============
Net income per share--
basic                 $      0.02   $      0.22    $      0.36  $      0.61
                      ============= ============== ============ ============
Net income per share--
diluted               $      0.02   $      0.21    $      0.35  $      0.59
                      ============= ============== ============ ============
Shares used in per
share calculation--
basic                     426,671       417,299        411,709      422,184
                      ============= ============== ============ ============
Shares used in per
share calculation--
diluted                   434,416       427,518        419,416      433,303
                      ============= ============== ============ ============

Cash dividends
declared per share    $     0.055   $     0.045    $     0.145  $     0.115
                      ============= ============== ============ ============



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

                                Three Months Ended      Nine Months Ended
                             ----------------------- -----------------------
                               July 30,   August 1,    July 30,   August 1,
                                 2016        2015        2016        2015
                             ----------- ----------- ----------- -----------
                                              (In thousands)
Net income                   $   10,495  $   91,667  $  147,226  $  255,974
Other comprehensive income
and loss, net of tax:
  Unrealized gains (losses)
  on cash flow hedges:
    Change in unrealized
    gains and losses               (700)       (414)     (1,035)     (2,332)
    Net gains and losses
    reclassified into
    earnings                        482         831       1,831       2,544
                             ----------- ----------- ----------- -----------
  Net unrealized gains
  (losses) on cash flow
  hedges                           (218)        417         796         212
  Foreign currency
  translation adjustments        (1,628)       (492)     (1,760)     (5,781)
                             ----------- ----------- ----------- -----------
Total other comprehensive
loss                             (1,846)        (75)       (964)     (5,569)
                             ----------- ----------- ----------- -----------
Total comprehensive income   $    8,649  $   91,592  $  146,262  $  250,405
                             =========== =========== =========== ===========



                    BROCADE COMMUNICATIONS SYSTEMS, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)

                                                    July 30,    October 31,
                                                      2016          2015
                                                 ------------- -------------
                                                  (In thousands, except par
                                                            value)
ASSETS
Current assets:
  Cash and cash equivalents                      $  1,153,074  $  1,440,882
  Accounts receivable, net of allowances for
  doubtful accounts of $3,836 and $1,838 as of
  July 30, 2016, and October 31, 2015,
  respectively                                        278,180       235,883
  Inventories                                          81,182        40,524
  Deferred tax assets                                      --        78,675
  Prepaid expenses and other current assets            86,922        56,235
                                                 ------------- -------------
    Total current assets                            1,599,358     1,852,199
Property and equipment, net                           459,812       439,224
Goodwill                                            2,324,315     1,617,161
Intangible assets, net                                434,921        75,623
Non-current deferred tax assets                         3,918           813
Other assets                                           51,441        51,133
                                                 ------------- -------------
    Total assets                                 $  4,873,765  $  4,036,153
                                                 ============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                               $    121,093  $     98,143
  Accrued employee compensation                       134,471       142,075
  Deferred revenue                                    257,460       244,622
  Current portion of long-term debt                    76,627           298
  Other accrued liabilities                           111,559        77,226
                                                 ------------- -------------
    Total current liabilities                         701,210       562,364
Long-term debt, net of current portion              1,516,761       793,779
Non-current deferred revenue                           87,875        72,065
Non-current income tax liability                      100,208        47,010
Non-current deferred tax liabilities                       --        24,024
Other non-current liabilities                           6,908         3,376
                                                 ------------- -------------
    Total liabilities                               2,412,962     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: 400,679 and 413,923
    shares as of July 30, 2016, and October 31,
    2015, respectively                                    401           414
  Additional paid-in capital                        1,475,709     1,632,984
  Accumulated other comprehensive loss                (25,966)      (25,002)
  Retained earnings                                 1,010,659       925,139
                                                 ------------- -------------
    Total stockholders' equity                      2,460,803     2,533,535
                                                 ------------- -------------
    Total liabilities and stockholders' equity   $  4,873,765  $  4,036,153
                                                 ============= =============



                    BROCADE COMMUNICATIONS SYSTEMS, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)
                                                      Nine Months Ended
                                                 ---------------------------
                                                    July 30,     August 1,
                                                      2016          2015
                                                 ------------- -------------
                                                        (In thousands)
Cash flows from operating activities:
  Net income                                     $    147,226  $    255,974
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Excess tax benefits from stock-based
    compensation                                       (1,778)      (41,981)
    Depreciation and amortization                      80,979        62,569
    Loss on disposal of property and equipment            458         1,620
    Net gain on sale of investments                      (122)           --
    Amortization of debt issuance costs and debt
    discount                                           13,493         9,443
    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                    (1,946)        7,189
    Non-cash purchase accounting adjustments to
    inventory                                          20,775            --
    Non-cash stock-based compensation expense          88,805        64,594
  Changes in assets and liabilities, net of
  acquisitions:
    Accounts receivable                                   988        17,959
    Inventories                                         5,601        (1,778)
    Prepaid expenses and other assets                  (9,725)      (20,854)
    Deferred tax assets                                  (109)          531
    Accounts payable                                    5,519         2,266
    Accrued employee compensation                     (57,520)      (94,852)
    Deferred revenue                                    5,359       (14,220)
    Other accrued liabilities                         (43,874)       16,478
    Restructuring liabilities                          (1,223)       (2,514)
                                                 ------------- -------------
      Net cash provided by operating activities       252,906       267,232
                                                 ------------- -------------
Cash flows from investing activities:
  Purchases of non-marketable equity and debt
  investments                                          (2,000)       (2,150)
  Proceeds from maturities and sale of short-term
  investments                                         150,323            --
  Proceeds from sale of non-marketable equity
  investment                                               --         1,489
  Purchases of property and equipment                 (59,810)      (53,142)
  Purchase of intangible assets                            --        (7,750)
  Net cash paid in connection with acquisitions      (564,888)      (95,452)
  Proceeds from collection of note receivable             250           250
                                                 ------------- -------------
      Net cash used in investing activities          (476,125)     (156,755)
                                                 ------------- -------------
Cash flows from financing activities:
  Payment of principal related to senior secured
  notes                                                    --      (300,000)
  Payment of debt issuance costs                         (891)       (1,718)
  Payment of principal related to capital leases         (282)       (1,677)
  Common stock repurchases                           (841,562)     (312,601)
  Proceeds from issuance of common stock               49,195        51,345
  Payment of cash dividends to stockholders           (61,706)      (48,819)
  Proceeds from term loan                             787,255            --
  Proceeds from convertible notes                          --       565,656
  Purchase of convertible note hedge                       --       (86,135)
  Proceeds from issuance of warrants                       --        51,175
  Proceeds from noncontrolling interests                2,550            --
  Excess tax benefits from stock-based
  compensation                                          1,778        41,981
                                                 ------------- -------------
      Net cash used in financing activities           (63,663)      (40,793)
                                                 ------------- -------------
  Effect of exchange rate fluctuations on cash
  and cash equivalents                                   (926)       (5,030)
                                                 ------------- -------------
  Net increase (decrease) in cash and cash
  equivalents                                        (287,808)       64,654
  Cash and cash equivalents, beginning of period    1,440,882     1,255,017
                                                 ------------- -------------
  Cash and cash equivalents, end of period       $  1,153,074  $  1,319,671
                                                 ============= =============



                    BROCADE COMMUNICATIONS SYSTEMS, INC.
         RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL MEASURES
                                 (Unaudited)
                                              Three Months Ended
                                    July 30,       April 30,     August 1,
                                       2016           2016          2015
                                 -------------- -------------- -------------
                                   (In thousands, except per share amounts)
Non-GAAP adjustments
  Stock-based compensation
  expense included in cost of
  revenues                       $      5,965   $      3,531   $      3,955
  Amortization of intangible
  assets expense included in cost
  of revenues                           8,922          3,193          2,549
  Purchase accounting adjustments
  to inventory                         20,775             --             --
                                 -------------- -------------- -------------
    Total gross margin impact
    from non-GAAP adjustments          35,662          6,724          6,504

  Stock-based compensation
  expense included in research
  and development                       9,206          5,123          5,226
  Stock-based compensation
  expense included in sales and
  marketing                            17,756         11,052         10,601
  Stock-based compensation
  expense included in general and
  administrative                       11,716          5,083          4,655
  Amortization of intangible
  assets expense included in
  operating expenses                    5,498            902            889
  Acquisition and integration
  costs                                14,868          5,757            789
                                 -------------- -------------- -------------
    Total operating income impact
    from non-GAAP adjustments          94,706         34,641         28,664

  Convertible debt interest             3,871          3,824          3,684
  Effects of certain intercompany
  transactions on the tax
  provision                             7,436         13,670             --
  Income tax effect of non-GAAP
  adjustments                         (24,506)        (6,329)        (9,494)
                                 -------------- -------------- -------------
    Total net income impact from
    non-GAAP adjustments         $     81,507   $     45,806   $     22,854
                                 ============== ============== =============

Gross margin reconciliation
  GAAP gross margin              $    356,899   $    350,311   $    371,904
  Total gross margin impact from
  non-GAAP adjustments                 35,662          6,724          6,504
                                 -------------- -------------- -------------
    Non-GAAP gross margin        $    392,561   $    357,035   $    378,408
                                 ============== ============== =============
  GAAP gross margin, as a
  percentage of total net
  revenues                               60.4 %         66.9 %         67.4%
  Non-GAAP gross margin, as a
  percentage of total net
  revenues                               66.5 %         68.2 %         68.6%

Operating income reconciliation
  GAAP operating income          $     20,594   $     82,665   $    119,849
  Total operating income impact
  from non-GAAP adjustments            94,706         34,641         28,664
                                 -------------- -------------- -------------
    Non-GAAP operating income    $    115,300   $    117,306   $    148,513
                                 ============== ============== =============
  GAAP operating income, as a
  percentage of total net
  revenues                                3.5 %         15.8 %         21.7%
  Non-GAAP operating income, as a
  percentage of total net
  revenues                               19.5 %         22.4 %         26.9%

Net income and net income per
share reconciliation
  Net income on a GAAP basis     $     10,495   $     43,085   $     91,667
  Total net income impact from
  non-GAAP adjustments                 81,507         45,806         22,854
                                 -------------- -------------- -------------
    Non-GAAP net income          $     92,002   $     88,891   $    114,521
                                 ============== ============== =============

  GAAP net income per share--
  basic                          $       0.02   $       0.11   $       0.22
  Total impact on net income per
  share--basic from non-GAAP
  adjustments                            0.20           0.11           0.05
                                 -------------- -------------- -------------
    Non-GAAP net income per
    share--basic                 $       0.22   $       0.22   $       0.27
                                 ============== ============== =============

  GAAP net income per share--
  diluted                        $       0.02   $       0.11   $       0.21
  Total impact on net income per
  share--diluted from non-GAAP
  adjustments                            0.19           0.11           0.06
                                 -------------- -------------- -------------
  Non-GAAP net income per share--
  diluted                        $       0.21   $       0.22   $       0.27
                                 ============== ============== =============

  Shares used in GAAP and non-
  GAAP per share calculation--
  basic                               426,671        400,554        417,299
                                 ============== ============== =============
  Shares used in GAAP and non-
  GAAP per share calculation--
  diluted                             434,416        408,748        427,518
                                 ============== ============== =============

Effective tax rate reconciliation
  GAAP effective tax rate               (20.8)%         41.6 %         17.4%
  Tax impact from effects of
  certain intercompany
  transactions on the tax
  provision                             (15.2)%        (38.7)%           --
  Tax impact from non-GAAP
  adjustments                            50.2 %         17.9 %          2.7%
                                 -------------- -------------- -------------
    Non-GAAP effective tax rate          14.2 %         20.8 %         20.1%
                                 ============== ============== =============

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

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


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